10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

WINTON FUTURES FUND, L.P.

(Exact name of registrant as specified in its charter)

COLORADO (State or other jurisdiction of incorporation or organization) 84-1008601 (I.R.S. Employer Identification No.)

c/o ALTEGRIS PORTFOLIO MANAGEMENT, INC.

1202 Bergen Parkway, Suite 212

Evergreen, Colorado 80439

(Address of principal executive offices) (zip code)

David Mathews

Altegris Investments, Inc.

1200 Prospect St., Suite 400

La Jolla, California 92037

(858) 459-7040

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

__________________________

Copies to:

Nathan A. Howell

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Securities to be registered pursuant to Section 12(b) of the Act:                None

Securities to be registered pursuant to Section 12(g) of the Act:                Limited Partnership Interests

(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    o                                                                                                                                                       
60;                                            Accelerated filer                     o

Non-accelerated filer      o  (Do not check if a smaller reporting company)                                                                                                                  Smaller reporting company  o

Table of Contents

Item 1:	Business	2
Item 2:	Financial Information	15
Item 3:	Properties	19
Item 4:	Security Ownership of Certain Beneficial Owners and Management	23
Item 5:	Directors and Executive Officers	23
Item 6:	Executive Compensation	27
Item 7:	Certain Relationships and Related Transactions, and Director Independence	28
Item 8:	Legal Proceedings	29
Item 9:	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.	29
Item 10:	Recent Sales of Unregistered Securities	30
Item 11:	Description of Registrant’s Securities to be Registered.	33
Item 12:	Indemnification of Directors and Officers	34
Item 13:	Financial Statements and Supplementary Data	36
Item 14:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Item 15:	Financial Statements and Exhibits	36

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Item 1:   BUSINESS

WINTON FUTURES FUND, L.P.

ORGANIZATIONAL CHART

The organizational chart below illustrates the relationships among the various service providers to Winton Futures Fund, L.P. (US) (the “Partnership”), to which Altegris Portfolio Management, Inc. (d/b/a APM Funds), an Arkansas corporation, acts as general partner (“APM Funds “ or the “General Partner”).

General Development of Business

The Partnership is a limited partnership organized under the Colorado Uniform Limited Partnership Act (the “CULPA”) in March 1999.  The Partnership’s business is the speculative trading and investment in international futures, options and forward markets.  The Partnership commenced its trading and investment operations in November 1999.  The Partnership Under the Partnership’s First Amended Agreement of Limited Partnership (the “Partnership Agreement”), the General Partner has sole responsibility for management and administration of all aspects of the Partnership’s business.  Investors purchasing limited partnership interests (the “Interests”) in the Partnership (“Limited Partners”) have no rights to participate in the management of the Partnership.  APM Funds is currently registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).  The Partnership has retained Winton Capital Management Limited (the “Advisor”), a United Kingdom company, to act as third-party trading advisor to the Partnership and to manage the Partnership’s trading and investment operations.  Interests are sold through Altegris Investments, Inc. (“Altegris Investments”), an affiliate of APM Funds, and through other non-affiliated broker-dealers.  Altegris Investments is registered with the Securities and Exchange Commission (“SEC”) as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”) and is also registered with the CFTC as an introducing broker (“IB”) and commodity trading advisor (“CTA”), and is a member of the NFA. Altegris Investments also provides administrative services to the Partnership.

The Partnership’s term will end upon the first to occur of the following:

· December 31, 2035;

· receipt by the General Partner of an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of the Interests then outstanding, notice of which is sent by registered mail to the General Partner not less than ninety (90) days prior to the effective date of such dissolution;

· withdrawal (including withdrawal after suspension of trading), admitted or court decreed insolvency or dissolution of the General Partner;

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· termination of the Partnership pursuant to the terms of the Partnership Agreement; or

· any event that makes it unlawful for the existence of the Partnership to be continued or requiring termination of the Partnership.

The Partnership is not required to be, and is not, registered under the Investment Company Act of 1940, as amended.

The Partnership’s business constitutes only one segment for financial reporting purposes (i.e., a speculative commodity pool).  The Partnershipdoes not engage in sales of goods or services.

As of June 30, 2008, the aggregate net asset value of the Interests in the Partnership was $200,263,221.  The Partnership operates on a calendar fiscal year and has no subsidiaries.

Narrative Description of Business

(i)           General

Capital contributions by a single subscriber for any class of Interest, upon acceptance of the subscriber as a Limited Partner, represent a single interest in the Partnership for that subscriber’s respective class of Interest.  An Interest in each class reflects a partner’s percentage of the Partnership’s net assets with respect to the class of Interest owned by the partner.  Although separate classes of Interests are offered, the proceeds from the sale of Interests are pooled by the Partnership and traded as a single account.  The principal differences among the separate classes of Interests offered are based on minimum investment amounts, corresponding fees and/or distribution channels through which subscribers purchase Interests.  Otherwise, holders of each class of Interests participate pro rata in the profits and losses of the Partnership and have identical rights, as Limited Partners, under the Partnership Agreement.

The Partnership offers three classes of Interests – Class A, Class B and Institutional Interests.

Class A Interests are generally intended for those subscribers purchasing Interests through a broker in an amount up to $1,499,999.

Class B Interests are generally intended for those subscribers purchasing Interests through a fee-based advisory program in an amount of up to $1,499,999.

Institutional Interests are generally intended for subscribers that (i) initially subscribe for at least $1.5 million in Interests regardless of whether they purchase their Interests through a broker or a fee based advisory program or that are (ii) entities or individuals (including their affiliates) that in the aggregate have assets of at least $25 million, or (iii) hedge and commodity funds.

(ii)          The General Partner

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The General Partner of the Partnership, Altegris Portfolio Management, Inc. is an Arkansas corporation formed in 1985 as Rockwell Futures Management, Inc (“Rockwell”).  It has been registered with the CFTC as a CPO since November 1985, and has been a member of the NFA in that capacity, since December 1985.  In July 2002, all of the outstanding shares of Rockwell were sold to Altegris Capital, L.L.C. (“Altegris Capital”) and its name was changed to Altegris Portfolio Management Inc.  In 2007, the General Partner began doing business as “APM Funds.”  APM Funds’ principal office is located at 1202 Bergen Parkway, Suite 212, Evergreen, Colorado 80439 and its telephone numbers there are 858-875-8725 or 888-351-8485 and its facsimile number is 303-674-0437.  APM Funds also maintains an office at 1200 Prospect Street, Suite 400, La Jolla, California 92037 and its telephone number there is 858-459-7040 and its facsimile number is 858-456-9209.

(iii)         The Advisor

Winton Capital Management Limited, a United Kingdom company, became registered with the CFTC as a CTA in January 1998 and as a CPO in December 1998.  It is a member of the NFA.  The Advisor is also authorized and regulated by the United Kingdom’s Financial Services Authority (FSA).

(iv)         The Trading Program

The Partnership is designed to produce long-term capital appreciation through growth, and not current income.  APM Funds has selected the Advisor to trade its proprietary trading model, the Winton Diversified Program (the “Program”), on behalf of the Partnership.  The Advisor currently trades the Program in all the easily accessible and liquid commodity interests (comprising international futures, options and forward markets) that it practically can, which currently consists mainly of commodity interests that are futures, options and forward contracts and certain over-the-counter (OTC) products, such as swaps in the following areas: stock indices, bonds, short term interest rates, currencies, precious and base metals, grains, livestock, energy and agricultural products.

The Advisor’s investment technique in trading the Program consists of trading a portfolio of more than 100 commodity interests (subject to regulatory and client constraints) on major commodity exchanges and forward markets worldwide, employing a computerized, technical, principally trend-following trading system.  This system tracks the daily price movements and other data from these markets around the world, and carries out certain computations to determine each day how long or short the portfolio should be to maximize profit within a certain range of risk.  If rising prices are anticipated, a long position will be established; a short position will be established if prices are expected to fall.

The trading methods applied by the Advisor to trade the Program on behalf of the Partnership are proprietary, complex and confidential.  As a result, the following explanation is of necessity general in nature and not intended to be exhaustive.  The Advisor plans to continue the research and development of its trading methodology and, therefore, retains the right to revise any methods or strategy, including the technical trading factors used, the commodity interests traded and/or the money management principles applied.

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The Program traded by the Advisor pursues a technical trend-following system.  Technical analysis refers to analysis based on data intrinsic to a market, such as price and volume.  This is to be contrasted with fundamental analysis which relies on factors external to a market, such as supply and demand.  The Program uses no fundamental factors.

A trend-following system is one that attempts to take advantage of the observable tendency of the markets to trend (that is, to move from one price point to another, either higher or lower) over a period of time, and to tend to make exaggerated movements in both upward and downward directions as a result of such trends.  These exaggerated movements are largely explained as a result of the influence of crowd psychology or the herd instinct, amongst market participants.

The Advisor developed the Program by relating the probability of the size and direction of future price movements with certain indicators derived from past price movements which characterize the degree of trending of each market at any time.

The Program is non-discretionary.  Trade selection is not subject to intervention by the Advisor and therefore is not subject to the influences of individual judgment.  As a mechanical trading system, the Program embodies the expert knowledge required to analyze market data and direct trades, thus eliminating the risk of basing a trading program on one indispensable person, and the Program’s output is rigorously adhered to in trading the portfolio and no importance is given to any external or fundamental factors.

The Advisor will select the type of order to be used in executing each trade on behalf of the Partnership and may use any type of order permitted by the exchange on which the order is placed.  The Advisor may place individual orders for each account it trades, or a block order for all accounts it trades, in which the same commodity interest is being cleared through the same clearing broker.  In the latter instance, the Advisor will allocate trades to individual accounts using a proprietary algorithm.  The aim of this algorithm is to achieve an average price for transactions as close as mathematically possible for each account.  This takes the form of an optimization process where the objective is to minimize the variation in the average traded price for each account.  On occasion, it may direct the clearing broker for the accounts to employ a neutral order allocation system to assign trades.   Partial fills will be allocated in proportion to account size.

The trading strategy and account management principles of the Program described above are factors upon which the Advisor will base its trading decisions.  Such principles may be revised from time to time by the Advisor as it deems advisable or necessary.  Accordingly, no assurance is given that all of these factors will be considered with respect to every trade or recommendation made on behalf of the Partnership or that consideration of any of these factors in a particular situation will lessen the risk of loss or increase the potential for profits.  Because the Advisor’s trading strategies and systems are proprietary, the description of its programs is general in nature and not intended to be exhaustive.

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(v)          Use of Proceeds

In general, the Advisor uses between 10% and 30% of the Partnership’s assets as initial margin or as option premiums, but depending on market factors, that amount could change significantly.  All of the Partnership’s assets are available for margin.

Due to the high degree of leverage available in the futures markets (the margin deposits required to initiate individual futures positions typically range from as little as 2% up to no more than approximately 25% of contract value, and maintenance margins tend to be significantly lower), the Partnership ordinarily holds futures positions with a gross value ranging between two times and four times its net asset value, but may hold positions with a gross value outside this range from time to time.

The Partnership’s portfolio, as traded by the Advisor pursuant to the Program, consists primarily of commodity interests that are futures, options and forward contracts and certain over-the-counter (OTC) products, such as swaps in the following areas: stock indices, bonds, short term interest rates, currencies, precious and base metals, grains, livestock, energy and agricultural products.  The percentage of the Partnership’s assets allocated to any specific type of commodity interest or contract traded by the Program will vary from time to time.

Between 10% and 30% of the Partnership’s assets generally is deposited in the Partnership’s brokerage accounts, currently at Newedge USA, LLC (“Newedge”), the Partnership’s clearing broker, and/or Newedge Alternative Investment Strategies, Inc. (“NAIS”) (which may from time to time execute spot and other over-the-counter foreign exchange transactions as a counterparty to the Partnership), and is available for trading by the Advisor.  The Partnership may also retain other brokers and/or dealers from time to time to clear or execute a portion of Partnership trades made by the Advisor pursuant to the Program.  Newedge maintains the Partnership’s assets in cash or Treasury securities and credits the Partnership with interest on those assets.

A portion of the Partnership’s assets is deposited in an account in the custodial department of The Northern Trust Company, and invested in U.S. government securities, commercial paper and/or other types of high quality interest-bearing obligations at the direction of Horizon Cash Management, L.L.C. (“Horizon”).  Horizon is registered with the SEC as an investment adviser.  Horizon may use sub-advisors to attempt to increase yield.  Horizon receives fees for its services.

The balance of the Partnership’s assets is deposited in bank accounts at Wilmington Trust and is used to pay Partnership operating expenses.  The percentage of the Partnership’s assets deposited with various firms is subject to change in the General Partner’s sole discretion.

Charges

The Partnership pays all of its ongoing liabilities, expenses and costs, including the charges described in the table below.  Additional explanation of certain terms used in the chart below immediately follows it.

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Fees Paid by the Partnership to Certain Entities
Entity	Form of Compensation	Amount of Compensation
APM Funds	Management fee	Class A Interests:  0.104% of the management fee net asset value of the capital account balances of all Class A Interests (1.25% per annum). Class B Interests:  0.104% of the management fee net asset value of the capital account balances of all Class B Interests (1.25% per annum). Institutional Interests: 0.0625% of the management fee net asset value of the capital account balances of all Institutional Interests (0.75% per annum).
Altegris Investments, other selling agents and other appropriately registered persons	Selling commissions and continuing compensation	Class A Interests: 0.166% of the month-end net asset value apportioned to each Class A Interest sold by selling agents (2% per annum). Net asset value as used in this computation is prior to any adjustment for subscriptions or redemptions effective for the end of the month. Class A, B & Institutional Interests: Unless waived by a selling agent in whole or in part, a selling agent may charge a commission which will be paid by the subscriber to the selling agent in an amount up to 3% of the value of the Interests purchased. Any commission, if charged, will not be included as part of a subscriber’s capital contribution to the Partnership.
The Advisor	Management Fee Incentive fee	0.083% of the management fee net asset value (described below) of the capital account balances of all Interests (1.0% per annum). 20% of quarterly trading profits applicable to each Class of Interests is paid to the Advisor.
Newedge and NAIS	Brokerage commissions, fees and interest income	Brokerage commission charges of $9.75 per round-turn for trades on both U.S. exchanges and most foreign exchanges.  Brokerage commissions for certain contracts on some foreign exchanges may be substantially higher.  Transaction fees for spot and forward currency trades are at the rate of $25.00 per USD $1 million or foreign currency equivalent traded.  Certain additional charges may also apply.

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		Commission rates per round-turn charged by clearing brokers other than Newedge, if utilized by the Partnership, may differ and could be higher.  Newedge and/or NAIS retains a portion of the interest income earned on the Partnership’s assets.
Altegris Investments (as Introducing Broker)	Brokerage commissions, transaction fees and interest income	Newedge and/or NAIS will pay Altegris a portion of the brokerage commissions and transaction fees received from the Partnership (approximately 0.30% of the Partnership’s net asset value per annum).  They will also pay Altegris Investments a portion of the interest income received on the Partnership’s assets (approximately 0.20% of the Partnership’s net asset value per annum).
APM Funds and various service providers	Periodic operating expenses, fixed administrative fee and other expenses Extraordinary expenses	Actual operation expenses incurred by the Partnership.  A fixed administrative fee is charged to Class A and Class B Interests equal to 0.0275% of the management fee net asset value of the capital account balance of all Class A and Class B Interests from June 2008 forward, which fee is payable to APM Funds to help defray the ongoing expenses of operating the Partnership (0.333% per annum). Not subject to estimate, none to date.

“Management fee net asset value” means the net asset value apportioned to each Partner’s capital account at the beginning of the month, before deduction for any accrued incentive fees related to the current quarter.

“Net asset value” means the Partnership’s total assets less total liabilities, determined according to the following principles, and where no such principle is governing, then on the basis of generally accepted accounting principles, consistently applied.  Net asset value includes any unrealized profit or loss on open commodity interest positions.  All open commodity interest positions are valued at their market value which means the settlement price determined by the exchange on which the trade is made or the most recent appropriate quotation supplied by the Partnership’s broker or banks through which the trade is made.  If there are no trades on the date of the calculation, the contract will be valued at the nominal settlement price as determined by the exchange.  U.S. Treasury bills (not futures contracts thereon) are carried at cost plus accrued interest.

“Trading profits” (for purposes of calculating incentive fees paid by the Partnership to the Advisor only) during a calendar quarter means: cumulative realized and change in unrealized profits and losses during the quarter which result from the Advisor’s trading (over and above the

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aggregate of previous period profits, if any, as of the end of any prior quarter); less brokerage commissions and fees.

“Incentive fees” paid to the Advisor on trading profits are accrued for purposes of calculating net asset value only.  Incentive fees are calculated separately for each Partner’s Interest.  If trading profits for a quarter as to an Interest are negative, such losses shall constitute a “Carryforward Loss” for the beginning of the next quarter.  No incentive fees are payable as to any Interest until future trading profits as to that Interest for the following quarters exceed any Carryforward Loss.  Therefore, the Advisor will not receive an incentive fee unless it generates new trading profits for an Interest.  An incentive fee will not be refunded by virtue of subsequent losses. If a Partner makes a partial redemption from the Partnership when there is a Carryforward Loss with respect to its Capital Account, the amount of the Carryforward Loss for such Partner will be reduced for future periods by the ratio obtained by dividing the amount of the redemption by such Partner’s Capital Account prior to such redemption.  If all or some of a Partner’s Interest is redeemed at any time other than on a calendar quarter month-end, the effective date of such redemption will be treated as a calendar quarter month-end for purposes of determining the amount of such incentive fee and the definition of trading profits, and the applicable incentive fee at such time, will be charged to the redeeming Partner in the proportion that the redeemed Interest bears to such Partner’s total Interest immediately before the redemption.

Conflicts of Interest

APM Funds has not established any formal procedures to resolve conflicts of interest.  APM Funds attempts to monitor these conflicts but does not assure that these conflicts will not, in fact, result in adverse consequences to the Partnership.  

Relationship between APM Funds and Altegris Investments

APM Funds and Altegris Investments are subsidiaries of the same holding company, Altegris Capital.  As general partner, APM Funds is responsible for, among other things, selecting the Partnership’s commodity broker and selling agents.  Altegris Investments is one of the selling agents for the Partnership.  As a selling agent for the Partnership, Altegris Investments receives continuing compensation from the Partnership in the form of a monthly fee allocable to the outstanding Class A Interests it sells, and may also receive selling commissions.  Altegris Investments may also receive from APM Funds a portion of its management fees.  Altegris Investments may remit all or a portion of the selling commissions, continuous compensation and/or management fees that it receives from the Partnership or APM Funds to its principals who are also principals of APM Funds.  As a result, APM Funds and its principals have a conflict of interest between their fiduciary duty to the Partnership to select selling agents that may act in the Partnership’s best interest and their interest, financial and otherwise, in having Altegris Investments act in such capacity for the Partnership.  In addition, APM Funds is responsible for selecting the Partnership’s trading advisor.  Because Altegris Investments, an affiliate of APM Funds, acts as an IB to Newedge and receives a portion of the brokerage commissions paid to Newedge and foreign exchange transaction fees paid to NAIS by the Partnership, APM Funds has a conflict of interest between its interest in selecting the best trading advisor for the Partnership and its interest in selecting a trading advisor that may trade more frequently through Newedge (or another clearing broker for which Altegris Investments may act

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as IB for in the future) or NAIS and in turn generate higher commission income for APM Fund’s affiliate, Altegris Investments.  In addition, Altegris Investments receives a portion of the interest income earned on the Partnerships’ assets.  The terms upon which Altegris Investments renders services to the Partnership and receives commissions, interest and continuing compensation were not negotiated at arm’s length.

Altegris Investments Acts as the Partnership’s Introducing Broker

Altegris Investments is an IB to Newedge and has introduced the Partnership’s account to Newedge, which clears the Partnership’s futures trades.  Its affiliate, NAIS, executes foreign exchange, spot and other over-the-counter transactions with the Partnership, as principal.  As such, Newedge pays Altegris Investments a portion of the brokerage commissions that are paid to it by the Partnership and NAIS pays a portion of the transaction fees it receives (approximately 0.30% of the Partnership’s net asset value per annum) and a portion of the interest income that Newedge earns on the Partnership’s assets (approximately 0.20% of the Partnership’s net asset value per annum).  Although the portion of the brokerage commissions paid by Newedge, and transaction fees by NAIS, to Altegris Investments on the Partnership’s trading was negotiated by APM Funds, the brokerage commission and transaction fee rate paid by the Partnership to Newedge and NAIS was determined by APM Funds without negotiation.  Similarly the percentage of the interest income paid by Newedge to Altegris Investments was negotiated by APM Funds.  There is no guarantee that the commission rates the Partnership pays are the lowest rates available or that the Partnership might not receive more interest income from another futures commission merchant (“FCM”).  In fact, certain other accounts of the Advisor, Newedge (and its affiliates), NAIS and Altegris Investments pay lower brokerage commission and transaction rates than those paid by the Partnership.  Future arrangements with clearing brokers other than Newedge, if entered into by the Partnership, could raise similar or different conflicts of interests, depending on the particular nature of any such arrangements.

Selling Agents and Continuing Compensation

Selling agents, including Altegris Investments, are engaged by the Partnership.  Selling agents receive continuing compensation based on the Interests sold by them that remain invested in the Partnership as of the end of each month.  Consequently, when advising clients whether to redeem their Interests, selling agents have a conflict of interest between maximizing the compensation they receive from the Partnership and giving financial advice to their clients that the selling agents believe to be in such clients’ best interests.

Other Investment Products and Customers/Compensation

Because APM Funds (an affiliate of Altegris Investments) acts as the Partnership’s general partner, and receives fees for its services in addition to those received by Altegris Investments for sales, the overall fees received by APM Funds and Altegris Investments could be higher than fees received by Altegris Investments for the sales of products for which it acts only as a selling agent.  Accordingly, Altegris Investments may have an incentive to offer and sell Interests in the Partnership instead of other products.  Altegris Investments may pay its registered representatives a higher level of compensation to sell Interests in the Partnership than it pays

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such representatives to sell other products, which would provide an incentive to sell Interests in the Partnership rather than other investment products.

Other Commodity Pools

APM Funds acts as the general partner for other pools.  It may have a financial incentive to favor those pools (or others it may form in the future) over the Partnership.

Possible Effects of Competition

Because other traders may use trading strategies similar to those of Winton, there may be competition for the same commodity interests.  Accounts currently managed by the Advisor seek execution of trading orders similar to those of the Partnership.  In addition, the Advisor, APM Funds, Altegris Investments, Newedge, NAIS and their affiliates may trade for their own accounts or the accounts of their principals.  Accounts managed by the Advisor and its principals are aggregated for purposes of applying speculative position limits.  If those limits apply, the Partnership’s trading patterns could change.  It is possible that those persons may take positions either similar or opposite to or ahead of positions taken by the Partnership and may compete with the Partnership for commodity positions.  It is also possible that Newedge or NAIS may have orders for certain trades from the Partnership and other accounts, including other pools operated by APM Funds, the Advisor or their affiliates, and the Partnership’s trades may be executed at more or less favorable prices.  CFTC regulations require that Newedge transmit all orders to the floor in the order in which they are received regardless of the source.  In addition, CFTC regulations prohibit commodity brokers from using knowledge of the Partnership’s trades for their or their other customers’ benefit.

Other Activities of Newedge and its Affiliates

As part of their commodity brokerage services, certain account executives of Newedge, NAIS and/or their affiliates offer and service discretionary and non-discretionary commodity account programs for customers.  The selection of commodity trades for such accounts is made by the particular account executive handling the accounts or by a CTA engaged for such purpose.  Neither Newedge nor NAIS, and their respective employees and affiliates, will perform any advisory services for the Partnership.

Duties to Contract Markets and the NFA

Certain officers, directors, employees and principals of APM Funds, Altegris Investments, Newedge, NAIS and the Advisor serve, and may serve, on various committees and boards of U.S. commodity exchanges and the NFA.  In that capacity, they may assist in establishing rules and policies, and have a fiduciary duty to the exchanges and NFA, and are required to act in their best interests, even if the action may be adverse to that of the Partnership.

Allocation of Profit and Loss

Each Limited Partner and the General Partner has a capital account, the initial balance of which consists of such Partner’s original capital contribution to the Partnership.  The Partnership has established procedures in its Partnership Agreement for allocating net profit and net loss to

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each Partner’s capital account.  Net profit and net loss for a period, and other adjustments to a capital account, are allocated to each Partner’s capital account in proportion to the capital account balances of all Partners holding the same Class of Interest as such Partner, as of the beginning of each month.  Adjustments to Partners’ capital accounts will be made in respect of additions or withdrawals of capital, distributions, allocations of net profit or net loss, allocations of profits or losses for federal income tax purposes, and deductions for applicable management fees, incentive fees, continuing compensation, administrative fees (in varying amounts depending on the class of Interest acquired), and all other items chargeable against Partner capital accounts pursuant to the terms of the Partnership Agreement.

Reporting

Pursuant to current CFTC Regulations, the Partnership delivers a statement of account describing the Partnership’s monthly performance.  In addition, the Partnership delivers an annual audited financial statement containing certified financial statements prepared by an independent accounting firm as well as year-end tax information about the Partnership as necessary for Limited Partners to prepare their annual federal income tax returns within ninety (90) days of the Partnership’s fiscal year end.

Items 101(h)(4)(i) through (xiii) and (x) and (xi) are not applicable.

APM Funds is registered with the CFTC as a CPO and the Advisor is registered with the CFTC as a CPO and CTA.  Both APM Funds and the Advisor are also members of NFA.

The CFTC may suspend a CPO’s or CTA’s registration if it finds that its trading practices tend to disrupt orderly market conditions or in certain other situations.  In the event that the registrations of APM Funds or the Advisor were terminated or suspended, APM Funds or the Advisor, as applicable, would be unable to continue to manage the business of the Partnership.  Should APM Funds’ or the Advisor’s registration be suspended, termination of the Partnership might result.  In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short positions that any person may hold or control in particular commodities.  Most exchanges also limit the changes in futures contract prices that may occur during a single trading day.

Other than in respect of the registration requirements pertaining to the Partnership’s securities under Section 12(g) of the Securities Exchange Act of 1934, as amended, the Partnership is generally not subject to regulation by the SEC.  The Advisor is also regulated by the Financial Service Authority of the United Kingdom.

All persons who provide services directly to the Partnership (as opposed to those persons who provide services through a third-party service provider) are employed by Altegris Investments. The Partnership has no employees of its own.

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Item 2:  FINANCIAL INFORMATION

(a) Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to “Item 13: Financial Statements and Supplementary Data.”  The information contained therein is essential to, and should be read in conjunction with, the following analysis.

(i)           Performance Summary

The tables below represent the actual performance of the Partnership for the previous five years and the first quarter of 2008, net of applicable fees and expenses (as described below), calculated on an accrual basis in accordance with the rules of the CFTC.  Past performance is not necessarily indicative of future performance.

As of June 2008, the Partnership’s fee and class structure changed in several respects, including changing the name of existing Class B Interests to “Institutional” Interests, increasing fees applicable to Class A Interests (acquired after June 2008), and offering  new “Class B” Interests (acquired after June 2008) with a fee structure different from that of Class A and Institutional Interests.

The Partnership began trading in November 1999 with a single class of interests (the “Original Interests”).  On June 17, 2005, the Partnership divided the Original Interests into two classes - Class A Interests and Class B Interests (now renamed as “Institutional Interests”).  These Interests differed from the Original Interests, and each other, only in the fees that they paid.  Prior to June 2005, Original Interests were subject to a 1% annual management fee, 2% annual continuing compensation, 20% incentive fee based on quarterly Trading Profits (if any) and commissions of $14 per round turn trade on US and most non-US exchanges.  From June 2005 through December 2007, Class A Interests were subject to a 0.75% annual management fee, 2% annual continuing compensation, a 20% incentive fee based on quarterly Trading Profits (if any) and commissions of $9.75 per round turn trade on US and most non-US exchanges.  From June 2005, through December 2007, Class B Interests (now renamed as “Institutional Interests) were subject to a 1.75% annual management fee, a 20% incentive fee based on quarterly Trading Profits (if any) and commissions of $9.75 per round turn trade on US and most non-US exchanges.  No continuing compensation was charged to holders of Class B Interests during the period.

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Class A

November 1999 – December 2007

	2008	2007	2006	2005	2004	2003
January	3.72%	3.56%	3.76%	-5.49%	2.35%	6.26%
February	7.82%	-6.12%	-3.18%	5.32%	12.09%	12.15%
March	-1.04%	-4.08%	4.18%	4.08%	0.16%	-11.51%
April	—	5.88%	5.15%	-4.15%	-9.81%	2.04%
May	—	4.58%	-2.86%	5.77%	-0.03%	9.01%
June	—	1.64%	-1.30%	2.04%	-2.99%	-5.34%
July	—	-1.57%	-0.62%	-2.89%	0.70%	-4.67%
August	—	-1.05%	4.12%	7.48%	2.47%	0.71%
September	—	6.73%	-1.55%	-6.38%	5.30%	2.89%
October	—	2.18%	1.23%	-3.09%	3.85%	5.74%
November	—	2.30%	2.62%	6.50%	6.70%	-1.78%
December	—	-0.02%	1.61%	-4.66%	-0.56%	8.32%
Compounded Annual Rate Of Return	10.67% (3 mos)	14.02%	13.46%	3.05%	20.33%	23.39%

Class B (renamed “Institutional Class” as of June 2008)

November 1999 – December 2007

	2008	2007	2006	2005	2004	2003
January	3.80%	3.65%	3.85%	-5.49%	2.35%	6.26%
February	7.91%	-6.05%	-3.10%	5.32%	12.09%	12.15%
March	-0.96%	-4.00%	4.27%	4.08%	0.16%	-11.51%
April	—	5.97%	5.24%	-4.15%	-9.81%	2.04%
May	—	4.67%	-2.79%	5.77%	-0.03%	9.01%
June	—	1.73%	-1.22%	2.04%	-2.99%	-5.34%
July	—	-1.49%	-0.54%	-2.81%	0.70%	-4.67%
August	—	-0.97%	4.21%	7.58%	2.47%	0.71%
September	—	6.83%	-1.47%	-6.31%	5.30%	2.89%
October	—	2.26%	1.31%	-3.01%	3.85%	5.74%
November	—	2.39%	2.71%	6.59%	6.70%	-1.78%
December	—	0.06%	1.69%	-4.58%	-0.56%	8.32%
Compounded Annual Rate Of Return	10.94% (3 mos)	15.17%	14.58%	3.56%	20.33%	23.39%

(ii)           Capital Resources

Interests may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.

The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership has no significant capital expenditure or working capital

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requirements other than for monies to pay trading losses, brokerage commissions and expenses.  Within broad ranges of capitalization, the Partnership’s trading positions should increase or decrease in approximate proportion to the size of the Partnership.

The Partnership raises additional capital only through the sale of Interests and capital is increased through trading profits (if any) and interest income.  The Partnership does not engage in borrowing.

The Partnership participates in the speculative trading of commodity futures contracts, substantially all of which are subject to margin requirements.  The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges.  Further, the Partnership’s FCMs and brokers may require margin in excess of minimum exchange requirements.

All of the contracts currently traded by the Advisor on behalf of the Partnership are exchange-traded.  The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions since, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective trading counterparties, whereas exchange-traded contracts are generally, but no universally, backed by the collective credit of the members of the exchange.  In the future, the Partnership anticipates that it will enter into non-exchange traded foreign currency contracts and be subject to the credit risk associated with counterparty nonperformance.

In addition, the Partnership bears the risk of financial failure by Newedge or NAIS.  The Partnership’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting and control procedures.  In addition, the Partnership has a policy of reviewing the credit standing of each clearing broker or counterparty with which it conducts business.

(iii)           Liquidity

The Partnership’s assets are generally held as cash or cash equivalents, which are used to margin the Partnership’s futures positions and are withdrawn to pay redemptions and expenses as needed.  Other than any potential market-imposed limitations on liquidity, the Partnership’s assets are highly liquid and are expected to remain so.  Market-imposed limitations, when they occur, can be due to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Partnership’s futures trading.  Through June 30, 2008 the Partnership experienced no meaningful periods of illiquidity in any of the markets traded by the Advisor on behalf of the Partnership.

(iv)           Critical Accounting Policies

Open commodity futures contracts are valued at the closing market quotations on the last business day of the month.  Brokerage commissions are accrued on a full-turn basis.  Income and losses from the Partnership are allocated pro rata among the Partners based on their respective capital accounts as of the end of each month in which the items accrue pursuant to the terms of the Partnership Agreement.

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The Partnership itself is not subject to federal income taxes; each Partner reports its allocable share of income, gain, loss, deductions or credits on its own income tax return.  The Partnership accounts for subscriptions, allocations and redemptions on a per Partner capital account basis.

Cash equivalents (with the exception of certain instruments purchased under an agreement to resell) are stated at amortized cost, which approximates fair value. Instruments purchased under agreements to resell (with overnight maturities) are collateralized by U.S. Government and agency obligations and carried at the amounts at which the instruments will subsequently be resold plus accrued interest.

The Partnership’s functional currency is the U.S. Dollar; however, it transacts business in currencies other than the U.S. Dollar.  Assets and liabilities denominated in currencies other than the U.S. Dollar are translated into U.S. Dollars at the rates in effect at the date of the statement of financial condition.  Income and expense items denominated in currencies other than the U.S. Dollar are translated into U.S. Dollars at the rates in effect during the period.  Gains and losses resulting from the translation to U.S. Dollars are reported in income currently.

The Partnership’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Partnership’s management.  Actual results could differ from those estimates.  The General Partner believes, based on the nature of the business and operations of the Partnership, that the estimates or assumptions relating to the application of the Partnership’s critical accounting policies are reasonable and that the use of other subjective assumptions or estimates would not be likely to result in materially different results than those presented in the Partnership’s financial statements.

(v)           Off-Balance Sheet Arrangements

The Partnership does not engage in off-balance sheet arrangements with other entities.

(vi)          Results of Operations

The Partnership’s success depends primarily upon the Advisor’s ability to recognize and capitalize on market trends in the different and varied sectors of the global commodity futures market in which it trades.

2008

First Quarter 2008.  The Partnership was profitable during the first quarter of 2008.  Trading of commodity futures contracts by the Advisor on behalf of the Partnership achieved net realized and unrealized gains of $14,601,082, while brokerage commissions of $112,921 were incurred.  During the first quarter, the Partnership accrued total expenses of $3,583,236, including $2,930,377 in incentive fees, $404,467 in management fees paid to the General Partner, and $248,392 in service and professional fees.  The Partnership earned $974,544 in interest income during the first quarter of 2008.

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January of 2008 saw a sharp decline in equities mirrored by rises in bonds and interest rate futures.  The Partnership’s exposure to the equity indices was small and decreased during the month, and was more than offset by long positions in interest rate futures that were the source of a major portion of the Partnership’s profits.  Sharply lower U.S. interest rates and rises in gold and agricultural and other commodity also benefited the portfolio’s established long positions, while offsetting losses were recorded in the energy sector.  Commodity markets experienced renewed strength in February.  The Partnership’s long positions in grains, metals and energy all made positive contributions, while the U.S. Dollar renewed its overall decline towards the end of the month, causing the Partnership to profit from its long exposure to the Euro.  The Partnership lost ground in March against a background of acute and rising volatility across many markets and tightened liquidity.  Profits in March came from the currency and grain sectors, while intra-month spikes in gold and energy prices caused losses for the Partnership’s metal and energy sector positions.  Trading in most other sectors was flat, with losing sectors effectively cancelling out profitable ones.

2007

During 2007, the Partnership achieved net realized and unrealized gains of $13,737,417 from its trading of commodity futures contracts and incurred brokerage commissions of $673,161.  The Partnership accrued total expenses of 4,686,783, including $2,765,664 in incentive fees, $1,170,329 in management fees paid to the General Partner, and $750,790 in service and professional fees.  The Partnership earned $3,810,719 in interest income during 2007.  An analysis of the trading gains and losses (not adjusted for fees) by market sector for the year is as follows:

Sector                                                                           % Gain/Loss

-----------------------------------------------------------------------------------

                                Equity Index                                                                    0.09%

                               Grains                                                                               4.36%

Softs                                                                                (0.58)%

Interest Rate                                                                    3.41%

Metal                                                                                0.53%

Meats                                                                               0.14%

Energy                                                                              2.38%

Currency                                                                          5.04%

                          - ----------

Total Portfolio                                                               15.36%

The Partnership generated strong gains for the year as trading by the Advisor on behalf of the Partnership generated profits in all but one of market sectors traded in 2007.  The strongest gains were made in trading in currencies, grains, interest rate markets and energy sectors, while modest profits were made in metals, meats and equity index markets.  The Partnership suffered a small loss for the year in trading soft commodity futures contracts.

Fourth Quarter 2007.  The continuing weakening of the U.S. Dollar was the dominating theme in currency markets during October.  This led to strong gains in both the Partnership’s Euro and British Pound positions.  Other sources of profitable trading included the rally in crude

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oil and gold prices, moves which ensured strong performance in the Partnership’s energy and metals sectors.  In November, further credit market problems, continued housing slow down and increased expectation of further rate cuts from the Fed caused U.S treasuries to rally, and the Partnership posted strong sector gains in both long- and short-term interest rates.  Although small losses were posted in the equity index sector, the results were nonetheless very encouraging particularly in light of the sharp falls in equity markets around the world.  December saw strong gains in the energy and grain markets offset by losses in major bond markets.  Crude oil prices rallied over the course of December as fears over inventory levels reappeared.  Global bond markets sold off strongly over the first half of the month, in part due to strong U.S. economic data, and also as a result of the Fed’s decision to cut rates.

Third Quarter 2007.  The main losses for the month of July were posted in the equity index and interest rate sectors as investors began scaling back their risk appetite – leading to a 3.6% drop in the S&P 500 Index for July and a sizeable reduction in expected year-end U.S. interest rates.  Currency markets endured significant volatility in the month of August, with the New Zealand and Australian Dollars in particular coming under severe pressure.  As a result, currencies posted the biggest loss for the Partnership in August.  This effect was partly offset by strong gains in the fixed income sector as the markets re-assessed the ripple effects of continuing trouble in the credit markets.  In September, the continued weakness in the U.S. Dollar led to strong gains in the Partnership’s currency trades. Similar outperformance was seen in the grain markets, where government crop reports highlighting global supply constraints supported rising commodity prices.

Second Quarter 2007.  The continued recovery in global equity markets, coupled with the strength in both the Euro and British Pound currencies were the main drivers behind the strong in performance in April.  In May, equity markets continued to rally as a combination of merger and acquisition activity and a growing appetite for risk led to an increased demand for equities across the globe.  This fed into the fixed income markets, as bonds sold off and short-term interest rate expectations increased in both the United States and Europe.  Market volatility increased in June, leading to more strong returns for the Partnership in currency markets as the Euro and British Pound currencies in particular continued to strengthen against the Dollar.  Strong returns were also posted in June for due to the Partnership’s exposure to fixed income markets, as both short- and long-term interest rate expectations rose.

First Quarter 2007.  The early rise in U.S. equity markets and the decline in crude oil prices led to significant gains in January, along with a surprise increase in U.K. interest rates, which led to strong performance from short-term interest rate positions.  The steady gains made in early 2007 in equities index positions and short-term rates were erased in several volatile trading sessions at the end of February 2007.  A sharp drop in the Chinese stock market sparked a sell-off in global equities which greatly affected fixed income markets.  In late February and early March, the Partnership’s portfolio experienced high levels of market volatility together with increased correlation across asset classes.  This led to significantly lower margin to equity and value at risk (“VaR”).  As March progressed, market volatility reduced and a recovery mainly in equity indices and currencies led to the Partnership finishing above the lows of the first few days of March.  Liquidity continued to remain strong across all asset classes.

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2006

During 2006, the Partnership achieved net realized and unrealized gains of $5,465,654 from its trading of commodity futures contracts and incurred brokerage commissions of $676,866.  The Partnership accrued total expenses of $1,839,947, including $925,800 in incentive fees, $582,575 in management fees paid to the General Partner, and $331,572 in service and professional fees.  The Partnership earned $1,783,498 in interest income during 2007.  An analysis of the trading gains and losses (not adjusted for fees) by market sector for the year is as follows:

Sector                                                                           % Gain/Loss

--------------------------------------------------------------------------------------

Equity Index                                                                     10.92%

Grains                                                                                (0.79)%

Softs                                                                                  (0.44)%

Interest Rate                                                                     (2.92)%

Metal                                                                                  9.88%

Meats                                                                                (1.33)%

Energy                                                                               (2.83)%

Currency                                                                            3.52%

                           ----------

Total Portfolio                                                                 16.01%

Trading by the Advisor on behalf of the Partnership generated overall gains for the year based primarily on profits generated in only three market sectors:  equity indices, metals and currencies.  The Partnership suffered small to moderate losses for the year in the grains, softs, interest rate, meats and energy trading sectors.

Fourth Quarter 2006.  The Partnership made a modest profit in October as strong equity markets were a central theme.  U.S. stock indices reached record levels and the metals sector enjoyed a similarly bullish month.  Energy prices declined amid volatility.  In November, currencies dominated activity at month end, as the U.S. Dollar came under significant pressure and foreign exchange volatility increased with the Euro leading the charge against the U.S. Dollar.  This led to strong gains in the currency sector, along with significant gains in equity index trading.  Losses in November stemmed primarily from the energy sector, but losses also came from the interest rate sector due to a flattening of the yield curve and from metals.  The equity index sector gained as equities continued their year long rally in December.  The portfolio experienced profits in the energy sector as well due to declines in crude oil and heating oil prices, tempered by losses in the interest rate sector.

Third Quarter 2006.  Global markets traded in a relatively low volume environment for the month of July, while short-term price volatility continued to create periods of intense activity.  Remarks by the Fed led to a significant rally in fixed income markets as expectations of further rate hikes receded.  The British Pound gained strongly against the U.S. Dollar.  Metals had a quieter July but still continued to exhibit significant price volatility.  The Partnership’s VaR remained at historically low levels throughout the month of July.  Solid gains were recorded in August in fixed income and currencies against modest losses in energies.  Currencies were the

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strongest performing sector as the result of market expectations for EU interest rate rises and poor economic data from Japan, which also assisted the strong gains in fixed income, as Japanese bonds surged and U.S. and European bonds moved higher.  Energies posted modest losses as prices fell throughout the month, while metals posted small gains.  The Partnership experienced solid performance in the fixed income during September due to perceptions that the interest rate cycle had turned in the U.S.  Equities also rallied across Europe and Asia.  A combination of factors, including relative calm in the Middle East and growing crude inventories, led to a strong decline in the price of oil that caused the Partnership’s energy portfolio to be the worst performing sector in September.  Metals also declined, while currency markets were range bound.

Second Quarter 2006.  In April, the Partnership experienced strong gains led by the continuing surge in the metals and interest rate sectors, with modest to small gains in index trading and softs.  Currencies were the only sector to experience moderate losses, with the remaining sectors being either flat or slightly in the negative.  May saw a reversal to the negative side in several sectors, with the most notable being currencies.   In June, the Partnership’s portfolio experienced an increase in volatility in global financial markets that led to risk reduction in portfolios across the board.  This resulted in a subsequent decline in market activity for much of June.  Fixed income posted modest losses as did equity returns Energies produced modest gains as energy futures finished mostly higher on concern that peak gasoline demand during the holiday period will strain fuel supplies.

First Quarter 2006.  January saw strong gains in equities and metals against modest losses in fixed income and currency markets.  Higher equity and lower fixed income prices were largely a result of better than expected sentiment indicators and company earnings reports, with the currency markets remaining mostly directionless throughout the month.  Metal and energy prices were bolstered by continuing demand from China and the Iranian nuclear situation.  Sugar prices soared as Brazil announced it was directing sugar cane into the production of ethanol.  Currencies were the main focus of attention in the latter half of February, as the Yen enjoyed strong buying support. Gains were made in short-term rates as a strong U.S. economy led to a flattening yield curve.  As equity markets continued a bullish run, the energy sector in February experienced continued volatility.  In March, financial markets were somewhat range bound as foreign exchange markets in particular enjoyed a period of relative calm.  The majority of portfolio gains were made in the interest rate and metals sectors.

Item 3:  PROPERTIES

The Partnership does not own or use any physical properties in the conduct of its business.  Employees of Altegris Investments perform all administrative services for the Partnership from offices at 1202 Bergen Parkway, Suite 212, Evergreen, Colorado 80439 or at 1200 Prospect St., Suite 400, La Jolla, California 92037.

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Item 4:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security ownership of certain beneficial owners

Not applicable.

(b) Security Ownership of Management

The Partnership has no officers or directors.  Under the terms of the Partnership Agreement, the Partnership’s affairs are managed by APM Funds, which has delegated discretionary authority over the Partnership’s trading to the Advisor.  As of July 1, 2008, APM Funds’ general partner interest in the Partnership was valued at $3,381, which constituted 0.0017% of the Partnership’s total assets.  As of July 1, 2008, the following directors and executive officers of APM Funds owned Interests in the Partnership.

Class	Name and Address	Value of Interests		Percentage Ownership
		Held Directly	Held Indirectly	Held Directly	Held Indirectly
B	Jon C. Sundt 1200 Prospect Street  Suite 400 La Jolla, CA  92037		$23,721*		0.01%
B	Robert J. Amedeo 1200 Prospect Street  Suite 400 La Jolla, CA  92037	$45,636		0.02%
B	Richard Pfister 1200 Prospect Street  Suite 400 La Jolla, CA  92037	$17,791		0.01%

* Interests attributed to Mr. Sundt indirectly are held through a family trust established for estate planning purposes for which Mr. Sundt serves as a trustee.

(c) Changes in Control

None.

Item 5:  DIRECTORS AND EXECUTIVE OFFICERS

(a), (b)     Identification of Directors and Executive Officers.

As a limited partnership, the Partnership itself has no officers, directors or employees.  The Partnership’s affairs are managed by APM Funds (although it has delegated trading and

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investment authority to the Advisor and administrative duties to Altegris Investments, which is wholly-owned by Altegris capital).  Altegris Capital is owned by Messrs. Jon C. Sundt (directly and indirectly through family trusts), Robert J. Amedeo, Matthew C. Osborne and Richard G. Pfister.  Messrs. Sundt, Amedeo and Osborne founded Altegris Capital in February 2002.  Mr. Pfister became a member in April 2004.  Each of Messrs. Sundt, Amedeo, Osborne and Pfister is a director of APM Funds.  Altegris Capital is a holding company and is not actively engaged in any business.

Jon C. Sundt, born in 1961, has been a director of APM Funds since July 2002, and became its President in October 2004.  Between July 2002 and October 2004, he served as Vice President and Treasurer of APM Funds.  He has been the President and a Director of Altegris Investments, an IB and Broker-Dealer and affiliate of APM Funds, and has acted as one of the managing members of Altegris Capital since July 2002.  Mr. Sundt is the President of International Traders Research, Inc. (“ITR”) a company that he founded in August 1996.  ITR provides informational and research services to Altegris Investments and its clients and other subscribers.  ITR produces a quarterly publication and provides subscribers software that tracks over 400 CTAs.

Mr. Sundt attended the University of California San Diego.  He has been registered with the CFTC and has been an NFA Associated Member since January 1988, and has been involved in the managed futures industry since that time. Mr. Sundt has been a speaker and panelist at various managed futures and hedge fund conferences.

Robert J. Amedeo, born in 1953, has been a director of APM Funds since July 2002.  In October 2004, he became APM Funds’ Vice President, a position he currently holds.  Between July 2002 and October 2004, he acted as the President APM Funds.  Since July 2002 he has acted as one of the managing members of Altegris Capital.  He now acts as an Executive Vice President and a Director of Altegris Investments where his duties include business development.  Mr. Amedeo has been a Vice President, Secretary and Director of ITR since July 2002.  Until December 2003, he also acted as President of NLS Asset Management Inc., a CTA engaged in market research.

Mr. Amedeo is a graduate of Northwestern University and received a Juris Doctor degree from DePaul University.  He has practiced securities and commodity law with a government regulatory agency and a Chicago law firm.  He has been registered with CFTC and has been an NFA Associated Member since November 1985, and has been involved in the managed futures industry since that time; he has served on a number of regulatory committees and currently acts for the NFA as the Chairman of its CPO/CTA Advisory Committee.

           Matthew C. Osborne, born in 1964, has served as a Vice President and Secretary of APM Funds since July 2002.  He currently acts as Executive Vice President and Chief Investment Officer of Altegris Investments.  Since July 2002 he has acted as one of the managing members of Altegris Capital.  He also has acted as a Vice President, the Treasurer and a Director of ITR since July 2002.  Mr. Osborne has been registered with the CFTC and has been an NFA Associated Member since November 1997, and has been involved in the managed futures industry since that time.  His experience includes employment with a large commodity brokerage firm and a private investment fund in New Zealand where he formulated investment

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policy, allocated assets globally and selected hedge funds for a $200 million portfolio.  Mr. Osborne also was employed by New Zealand’s largest private company, the Caxton Group, where he specialized in interest rate and currency risk management, budget and cash flow management and corporate finance.

Richard Pfister, born in 1971, has been a Vice President of APM Funds since October 2004 where he is responsible for research and product development.  He also has been a member of Altegris Capital since April 2004.   Currently Executive Vice President, since July 2002 he also has served Altegris Investments in Institutional Research and Sales, where his primary responsibilities include researching alternative investments, conducting due diligence, and providing support to institutional clientele.

Mr. Pfister graduated from the University of San Diego with B.A. degree in Business with a concentration in finance.  Mr. Pfister has been registered with the CFTC and has been an NFA Associated Member since September 1997 and has been involved in the managed futures industry since that time. He earned the Chartered Alternative Investments Analyst (CAIA) designation in September 2003.

David P. Mathews, born in 1963, and Gail M. Rich, born in 1956, were named principals of APM Funds in April 2008.  Neither Mr. Mathews nor Ms. Rich holds director or officer positions with APM nor do they participate in making trading or operational decisions for the Partnership.

None of the individuals listed above currently serves as a director of a public company.

 (c)           Identification of Certain Significant Employees

None.

(d)           Family Relationships

None.

(e)           Business Experience

See above.

(f)           Involvement in Certain Legal Proceedings.

None.

(g)           Promoters and Control Persons

Not Applicable.

Item 6:  EXECUTIVE COMPENSATION

The Partnership itself has no officers, directors or employees.  None of the principals, officers or employees of APM Funds or Altegris Investments receives compensation from the

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Partnership.  All persons serving in the capacity of officers or executives of APM Funds, the general partner of the Partnership, are compensated by Altegris Investments and/or Altegris Capital (parent company of APM Funds and Altegris Investments) in respect of their respective positions with Altegris Investments or Altegris Capital.  APM Funds receives a monthly management fee equal to 1/12 of 1.25% of the management fee net asset value of the capital account balances attributable to Class A and Class B Interests and equal to 1/12 of 0.75% of the management fee net asset value of the capital account balances attributable to Institutional Interests.  APM Funds also receives a monthly administrative fee equal to 1/12 of 0.333% of the management fee net asset value of the capital account balances attributable to Class A and Class B Interests.

Altegris Investments, an affiliate of APM Funds, receives continuing monthly compensation from the Partnership equal to 1/12 of 2% of the month-end net asset value of Class A Interests sold by Altegris Investments.

The Partnership has no other compensation arrangements.  There are no compensation plans or arrangements relating to a change in control of the Partnership or APM Funds.

Item 7:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

See “Item 6: Executive Compensation” and “Item 4: Security Ownership of Certain Beneficial Owners and Management.”

The Partnership paid to APM Funds monthly management fees totaling $404,467 for the three-month period ended March 31, 2008, a total of $1,170,328 for the 2007 fiscal year, and a total of $582,575 for the 2006 fiscal year.  Administrative fee charges commenced in June of 2008 and such fees were not charged during the three-month period ended March 31, 2008 or during the 2007 and 2006 fiscal years.

The Partnership paid to Altegris Investments monthly continuing compensation of $104,573 for the three-month period ended March 31, 2008, a total of $272,207 for the 2007 fiscal year, and a total of $215,728 for the 2006 fiscal year.  In addition, Altegris, in its capacity as the IB for the Partnership, receives from the Partnership’s clearing broker (i.e., Newedge from June 2007 to date, and MF Global Inc. from inception through June 2007) the following compensation: (i) a portion of the brokerage commissions paid by the Partnership to Newedge, and of the interest income earned on Partnership’s assets held at  Newedge, equal to $125,249 for the three-month period ended March 31, 2008, and $251,898 for the period from June 2007 through December 2007; (ii) a portion of the brokerage commissions paid by the Partnership to MF Global, Inc., and of the interest income earned on Partnership’s assets held at MF Global, Inc., equal to $ $261,434 for the period from January 2007 through June 2007.  For periods prior to 2007, brokerage commission and interest income data reflecting compensation paid by MF Global, Inc. to Altegris was aggregated for all accounts for which Altegris acted as IB, and data systems in use by Altegris prior to January 2007 were not designed to readily disaggregate such data on an account-by-account basis.  As of July 2008, the Partnership anticipates, but has not yet commenced entry into, spot and other foreign exchange over-the-counter transactions with NAIS as principal counterparty.  Upon commencement of such transactions between the

24

Partnership and NAIS, Altegris Investments, in its capacity as IB for the Partnership, will receive a portion of the transaction fees received by NAIS.

The Partnership has not and does not make any loans to the General Partner, its affiliates, their respective officers, directors or employees or the immediate family members of any of the foregoing, or to any entity, trust or other estate in which any of the foregoing has any interest, or to any other person.

None of the General Partner, its affiliates, their respective officers, directors and employees or the immediate family members of any of the foregoing, or any entity trust or other estate in which any of the foregoing has any interest has, to date, sold any asset, directly or indirectly, to the Partnership.

The Partnership has no directors, officers or employees and is managed by the General Partner.  The General Partner is managed by its principals, none of whom is independent of the General Partner.

Any contract for services between the Partnership and APM Funds or its affiliates may be canceled on sixty (60) days written notice without penalty upon the affirmative vote of all Limited Partners at a meeting called in accordance with the terms of the Partnership Agreement.

The Advisor is not affiliated with the Partnership, APM Funds or Altegris Investments.

Item 8:  LEGAL PROCEEDINGS

The Partnership is not aware of any pending legal proceedings to which either the Partnership is a party or to which any of its assets are subject.  In addition there are no pending material legal proceedings involving APM Funds.  The Partnership has no subsidiaries.

Item 9:  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market information

There is no trading market for the Interests, and none is likely to develop.  Interests may be redeemed or transferred subject to the conditions imposed by the Partnership Agreement.

(b) Holders

As of July 1, 2008 there were 1,249 holders of Interests.

(c) Dividends

APM Funds has sole discretion in determining what distributions, if any, the Partnership will make to its investors.  To date no distributions or dividends have been paid on the Interests, and APM has no present intention to make any.

25

(d) Securities Authorized for Issuance under Equity Compensation Plans

None.

Item 10:  RECENT SALES OF UNREGISTERED SECURITIES

Interests are sold on a monthly basis through Altegris Investments and other broker-dealers retained by APM Funds to act as selling agents to the Partnership.  The offering price of Interests is the amount of capital contributed by a given Limited Partner.

Between January 2005 and June 2008, the Partnership issued Interests to both new and existing Limited Partners in monthly closings as set forth in the following chart.

Date of Closing	Number of Investors (New and Existing)	Dollar Amount of Interests Sold
January 3, 2005	4	$880,000.00
February 1, 2005	14	$670,581.57
March 1, 2005	6	$348,700.00
April 1, 2005	12	$1,546,725.00
May 2, 2005	11	$626,985.00
June 1, 2005	8	$625,000.00
July 1, 2005	11	$1,200,000.00
August 1, 2005	12	$7,390,586.00
September 1, 2005	16	$2,753,689.00
October 3, 2005	2	$1,581,715.33
November 1, 2005	11	$815,360.00
December 1, 2005	5	$336,928.61
January 2, 2006	2	$950,000.00
February 1, 2006	7	$9,159,976.91
March 1, 2006	5	$646,250.00
April 3, 2006	7	$2,939,250.00
May 1, 2006	7	$2,199,250.00
June 1, 2006	9	$3,228,000.00
July 3, 2006	4	$442,000.00
August 1, 2006	9	$395,651.14
September 1, 2006	13	$1,166,000.00
October 2, 2006	11	$684,000.00
November 1, 2006	14	$10,758,728.44
December 1, 2006	12	$1,637,400.00
January 2, 2007	20	$9,219,000.00
February 1, 2007	15	$1,287,925.00
March 1, 2007	34	$7,643,625.00
April 2, 2007	22	$4,862,070.51

26

Date of Closing	Number of Investors (New and Existing)	Dollar Amount of Interests Sold
May 1, 2007	14	$1,986,300.00
June 1, 2007	13	$1,735,000.00
July 2, 2007	14	$5,426,951.42
August 1, 2007	20	$1,684,670.60
September 3, 2007	15	$1,865,222.45
October 1, 2007	11	$748,968.36
November 1, 2007	22	$2,091,596.33
December 3, 2007	30	$3,109,790.94
January 2, 2008	55	$12,616,773.24
February 1, 2008	57	$7,365,692.62
March 3, 2008	77	$8,173,434.32
April 1, 2008	188	$17,980,578.59
May 1, 2008	226	$21,901,006.14
June 2, 2008	372	$28,912,383.71
July 1, 2008	75	$13,919,150.00

The Interests were privately offered and sold to either “accredited investors” as defined in Rule 501(a) under the Securities Act, or to not more than 35 non-accredited investors that have, or who the Partnership reasonably believes has, such knowledge and experience in financial and business matters that each is capable of evaluating the merits and risks of the prospective investment.  All Interests in the Partnership were sold in reliance on the exemption from registration provided by Rule 506 under the Securities Act; and in each case to persons with whom the Partnership, APM Funds, Altegris Investments or other selling agents acting on behalf of APM Funds, had a pre-existing substantive relationship and with respect to whom it had been determined that the Interests were a suitable investment.

No underwriting commissions or underwriting discounts were paid by the Partnership in connection with the sale of the Interests.  Compensation paid to selling agents is described under Item 1.

Item 11:  DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

The securities to be registered are Limited Partnership Interests.  Each Limited Partner in the Partnership has a separate capital account.

Dividend Rights.  APM Funds has sole discretion in determining what distributions of profits and income, if any, are made to investors.  Due to the capital appreciation investment objective of the Partnership and the fact that Interests may be redeemed monthly (see below), APM Funds does not anticipate making distributions.

Redemption Provisions.  Limited Partners may require the Partnership to redeem some or all of their Interest in the Partnership as of the end of any month on fifteen (15) days’ prior written notice to APM Funds.  APM Funds may declare additional redemption dates upon notice

27

to the Limited Partners.  Redemptions will be paid only if (a) all liabilities, contingent or otherwise, of the Partnership (except any liability to partners on account of their capital contributions) have been paid or there remains property of the Partnership sufficient to pay them as required under CULPA, and (b) APM Funds has received a timely request for redemption.  Upon redemption, a partner (or any assignee of whom the General Partner has received notice as described below) receives from the Partnership, an amount equal to the Net Asset Value of the Interest less any amount owing by such partner (and assignees, if any) to the Partnership.  The Partnership or APM Funds may call and redeem Interests owned by any or all Limited Partners.  Payment of redemption proceeds generally is made within thirty (30) business days after the effective date of redemption, except that under certain special circumstances (for example, inability to liquidate commodity positions as of a date of redemption, or default or delay in payments due the Partnership from commodity brokers, banks, commodity pools or other persons) the Partnership may delay payment to partners requesting redemption of Interests of the proportionate part of the Net Asset Value of the Interests equal to that proportionate part of the Partnership’s Net Asset Value represented by the sums which are the subject of certain defaults or delays.

Voting Rights.  The Partnership Agreement gives APM Funds the exclusive power to conduct the business of the Partnership.  Limited Partners generally have no right to vote and have no right to participate in management of the Partnership.  If APM Funds deems doing so necessary or desirable, it may amend the Partnership Agreement with the consent of Limited Partners owning more than 50% of the Interests then owned by all Limited Partners.  At a meeting called in accordance with the Partnership Agreement, upon the affirmative vote (in person or by proxy) of Limited Partners owning more than 50% of the Interests then owned by the Limited Partners (or as otherwise provided for by state law), the following actions may be taken without the consent of APM Funds: (i) the Partnership Agreement may be amended in accordance with and only to the extent permissible under CULPA, provided, however, that consent of all Limited Partners is required for amendments requiring consent of all Limited Partners (i.e., changing or altering the provisions of the Partnership Agreement relating to amendments and meetings, extending the term of the Partnership, reducing the capital account of any partner or modifying the percentage of profits, losses or distributions to which any partner is entitled); in addition, reduction of the capital account of any assignee or modification of the percentage of profits, losses or distributions to which an assignee is entitled can not be effected by amendment or supplement to the Partnership Agreement without the assignee’s consent; (ii) the Partnership may be dissolved; (iii) APM Funds may be removed as general partner and replaced; (iv) a new general partner or general partners may (to the extent permitted by CULPA) be elected if APM Funds elects to withdraw from the Partnership; (v) the sale of all or substantially all of the assets of the Partnership may be approved; and (vi) any contract for services with APM Funds or its affiliates may be canceled on sixty (60) days written notice without penalty.

Liquidation Rights.  Upon the occurrence of an event causing the dissolution of the Partnership, the Partnership will terminate and be dissolved.  Dissolution, payment of creditors and distribution of Partnership assets will be effected as soon as practicable in accordance with CULPA.

28

Liability of the Limited Partners.  Except as otherwise provided by law, the Interests, when purchased in accordance with the Partnership Agreement, are fully paid and non-assessable.  APM Funds will be liable for all obligations of the Partnership to the extent that the assets of the fund are insufficient to discharge such obligations.  No Limited Partner will be liable for the Partnership’s obligations in excess of the capital contributed by such Limited Partner, plus the Limited Partner’s share of undistributed profits and assets (including the Limited Partner’s obligation, as required by law, under certain circumstances to return to the Partnership distributions and returns of contributions).

Restrictions on Alienability.  The Interests are subject to restrictions on alienability.  Each Limited Partner expressly agrees in the Partnership Agreement that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of APM Funds.

The following sections of Item 202 of Regulation S-K are not applicable to the Interests: (a)(1)(ii), (iii), (vi), (viii), (xi); (a)(2) through (5); (b) through (f).

Item 12:  INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Partnership Agreement provides that, to the extent permitted by law, APM Funds and any affiliate engaged in the performance of services on behalf of the Partnership is indemnified for any liability or loss suffered by APM Funds or such affiliate and has no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of APM Funds or such affiliate if (i) APM Funds has determined, in good faith, that such course of conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by APM Funds or any such affiliate.

APM Funds and its affiliates are indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made.

Any amounts payable to APM Funds or its affiliates under the indemnification provisions of the Partnership Agreement are recoverable only out of the assets of the Partnership and not from the Limited Partners.  The Partnership will not incur the cost of that portion of liability insurance which insures APM Funds and its affiliates for any liability as to which APM Funds and its affiliates are prohibited from being indemnified.

The Partnership may advance to APM Funds and its affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its affiliates is permissible if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by APM Funds or its affiliates on behalf of the Partnership; (ii) APM Funds or its affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.

29

Item 13:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements required by this item are included herewith following the Index to Financial Statements and are incorporated by reference into this Item 13.  The supplementary financial information specified in Item 302 of Regulation S-K is not applicable.

Item 14:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 15:  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

The financial statements filed as a part of the Registration Statement on Form 10 are identified in the Index to Financial Statements appearing after the signature page hereof, which is incorporated by reference into this Item 15.

(b) Exhibits

The following documents are filed herewith and made part of this Registration Statement.

Exhibit Designation	Description
3.1	Certificate of Formation of Winton Futures Fund, L.P. (US)
4.1	First Amended Agreement of Limited Partnership of Winton Futures Fund, L.P. (US)
10.1	Advisory Contract between Winton Futures Fund, L.P. (US), Rockwell Futures Management, Inc.* and Winton Capital Management Limited and Amendment thereto dated June 1, 2008
10.2	Introducing Broker Clearing Agreement between Fimat USA LLC** and Altegris Investments, Inc.
10.3	Subscription Agreement and Power of Attorney
10.4	Form of Selling Agency Agreement

* Rockwell Futures Management, Inc. is now Altegris Portfolio Management, Inc.

** Fimat USA, LLC is now Newedge USA, LLC

30

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  July 30, 2008 WINTON FUTURES FUND, L.P. (US) By:      ALTEGRIS PORTFOLIO MANAGEMENT, INC.
(d/b/a APM Funds), its general partner     /s/ John C. Sundt                                                                John C. Sundt, President  

31

Index to Financial Statements

Winton Futures Fund, L.P.

Financial Statements, Years Ended December 31, 2007 and 2006

· Affirmation of the Commodity Pool Operator

· Report of Independent Registered Public Accounting Firm

· Statements of Financial Condition

· Condensed Schedules of Investments

· Statements of Operations

· Statements of Changes in Partners’ Capital (Net Asset Value)

· Statements of Cash Flows

· Notes to Financial Statements

Financial Statements, March 31, 2008 (unaudited)

· Statement of Financial Condition

· Condensed Schedule of Investments

· Statements of Operations

· Statements of Changes in Partners’ Capital (Net Asset Value)

· Statement of Cash Flows

· Notes to Financial Statements

Altegris Portfolio Management, Inc.

Balance Sheets, as of March 31, 2008 and December 31, 2007

· Report of Independent Registered Public Accounting Firm

· Balance Sheets

32

WINTON FUTURES FUND, L.P. (US)

FINANCIAL STATEMENTS

YEARS ENDED

December 31, 2007 AND 2006

WINTON FUTURES FUND, L.P. (US)

____________

TABLE OF CONTENTS

_____________

	PAGES
Affirmation of the Commodity Pool Operator	A-1
Report of Independent Registered Public Accounting Firm	A-2
Financial Statements
Statements of Financial Condition	A-3
Condensed Schedules of Investments	A-4 – A-5
Statements of Operations	A-6
Statements of Changes in Partners’ Capital (Net Asset Value)	A-7
Statements of Cash Flows	A-8
Notes to Financial Statements	A-9 – A-14

WINTON FUTURES FUND, L.P. (US)

AFFIRMATION OF THE COMMODITY POOL OPERATOR

To the Partners of

Winton Futures Fund, L.P. (US)

To the best of the knowledge and belief of the undersigned, the information contained in this Annual Report for the years ended December 31, 2007 and 2006 is accurate and complete.

By:	/s/ Robert J. Amedeo
	Altegris Portfolio Management, Inc.
	Commodity Pool Operator for
	Winton Futures Fund, L.P. (US)
	By:  Robert J. Amedeo, Vice President

A-1

 SPICER JEFFRIESLLP

CERTIFIED PUBLIC ACCOUNTANTS

5251 SOUTH QUEBEC STREET • SUITE 200

GREENWOOD VILLAGE, COLORADO 80111

TELEPHONE: (303) 753-1959

FAX: (303) 753-0338

www.spicerjeffries.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Winton Futures Fund, L.P. (US)

We have audited the accompanying statements of financial condition, including the condensed schedules of investments of Winton Futures Fund, L.P. (US) (A Colorado Limited Partnership) as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ capital and cash flows for the years 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 audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also 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 management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 Winton Futures Fund, L.P. (US) as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ SPICER JEFFRIES LLP

Greenwood Village, Colorado

March 18, 2008

A-2

WINTON FUTURES FUND, L.P. (US)

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2007 AND 2006

	2007		2006
ASSETS
Equity in FIMAT USA, Inc. account
Cash	$	25,952,767	$	20,786,496
Unrealized gain on open commodity futures contracts		1,354,533		2,094,290
Interest receivable		53,503		55,248
		27,360,803		22,936,034
Cash and cash equivalents		84,729,844		44,437,784
Other assets		1,125		1,125
Total assets	$	112,091,772	$	67,374,943
LIABILITIES
Commissions payable	$	31,362	$	35,826
Management fee payable		115,550		68,970
Service fees payable		59,483		28,148
Incentive fee payable		988.849		657,802
Redemptions payable		4,725,873		1,469,975
Subscriptions received in advance		10,612,046		7,929,000
Other liabilities		43,748		24,127
Total liabilities		16,576,911		10,213,848
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner		2,899		2,543
Limited Partners		95,511,962		57,158,552
Total partners' capital (Net Asset Value)		95,514,861		57,161,095
Total liabilities and partners' capital	$	112,091,772	$	67,374,943

­­­­­­­­­­­­­­­­­­­­­

See accompanying notes.

A-3

WINTON FUTURES FUND, L.P. (US)

CONDENSED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2007 AND 2006

	Range of Expiration Date	Number of Contracts		Market Value			% of Partners Capital
INVESTMENTS AT DECEMBER 31, 2007
LONG FUTURES CONTRACTS:
Agriculture	Jan-Dec 08		684	$	1,060,910			1.11	%
Currencies	Mar 08 Jun 09		2,218		64,435			0.07	%
Energy	Jan- Apr 08		125		537,853			0.56	%
Interest Rates	Jan 08 -Jun 09		320		(55,484	)		(0.06	)%
Metals	Jan - Apr 08		223		(202,035	)		(0.21	)%
Stock Indices	Jan - Mar 08		476		16,876			0.02	%
Treasury Rates	Mar-08		515		(103,751	)		(.11	)%
Total long futures contracts			4,561		1,318,804			1.38	%
SHORT FUTURES CONTRACTS:
Agriculture	Feb - May 08		171		(147,729	)		(0.15	)%
Currencies	Mar - 08		47		(40,394	)		(0.04	)%
Energy	Feb - 08		25		(63,820	)		(0.07	)%
Interest Rates	Mar 08 - Mar 09		371		(36,278	)		(0.04	)%
Metals	Jan - Mar 08		108		307,743			0.32	%
Stock Indices	Mar - 08		8		18,379			0.02	%
Treasury Rates	Mar - 08		76		(2,172	)		0.00	%
Total short futures contracts			806		35,729			0.04	%
BALANCES, DECEMBER 31, 2007			5,367	$	1,354,533			1.42	%

 

See accompanying notes.

A-4

WINTON FUTURES FUND, L.P. (US)

CONDENSED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2007 AND 2006

	Range of Expiration Date	Number of Contracts		Market Value			% of Partners Capital
INVESTMENTS AT DECEMBER 31, 2006
LONG FUTURES CONTRACTS:
Agriculture	Feb - Mar 07		161	$	48,855			0.09	%
Currencies	Mar 07 – Jun 08		1,209		126,408			0.22	%
Metals	Jan - Apr 07		220		27,932			0.05	%
Stock Indices	Jan - Mar 07		876		619,691			1.08	%
Treasury Rates	Mar - Jun 07		508		(205,689	)		(.036	)%
Total long futures contracts			2,974		617,197			1.08	%
SHORT FUTURES CONTRACTS:
Agriculture	Jan - May 07		214		(150,444	)		(0.26	)%
Currencies	Mar - Sep 07		519		759,649			1.33	%
Energy	Jan – Mar 07		196		676,833			1.18	%
Interest Rates	Mar 07 - Mar 08		1,578		214,535			0.38	%
Metals	Jan - Mar 07		63		(79,026	)		(0.14	)%
Stock Indices	Mar - 07		161		36,847			0.06	%
Treasury Rates	Mar – Jun 07		396		18,699			0.03	%
Total short futures contracts			3,127		1,477,093			2.58	%
BALANCES, DECEMBER 31, 2006			6,101	$	2,094,290			3.66	%

 

See accompanying notes.

A-5

WINTON FUTURES FUND, L.P. (US)

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
TRADING GAINS (LOSSES)
Gain (Loss) on trading of commodity futures contracts
Realized	$	15,150,335		$	4,746,506
Change in unrealized		(739,757	)		1,396,014
Brokerage commissions		(673,161	)		(676,866	)
Gain from trading		13,737,417			5,465,654
NET INVESTMENT (LOSS)
Income
Interest income		3,810,719			1,783,498
Expenses
General Partner management fee		1,170,329			582,575
Service fees		536,306			245,933
Incentive fee		2,765,664			925,800
Professional fees		214,484			85,639
Total expenses		4,686,783			1,839,947
Net investment (loss)		(876,064	)		(56,449	)
NET INCOME	$	12,861,353		$	5,409,205

See accompanying notes.

A-6

WINTON FUTURES FUND, L.P. (US)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)

YEARS ENDED DECEMBER 31, 2007 AND 2006

	Total			Class A			Class B			Special Interests			General Partner
Balances as December 31, 2005	$	24,286,007		$	9,533,419		$	8,176,132		$	6,574,214		$	2,242
Capital additions		34,206,507			8,446,507			24,470,000			1,290,000			—
Capital withdrawals		(6,731,323	)		(2,831,788	)		(3,899,535	)		—			—
Net income		5,409,205			1,569,448			2,786,282			1,053,174			301
Offering costs		(9,300	)		(2,651	)		(4,884	)		(1,765	)		—
Balances at December 31, 2006		57,161,095			16,714,934			31,527,995			8,915,623			2,543
Transfer		—			(1,127,544	)		1,127,544			—			—
Capital additions		41,661,121			18,167,321			22,673,800			820,000			—
Capital withdrawals		(16,152,642	)		(2,299,027	)		(12,633,615	)		(1,220,000	)		—
Net income		12,861,353			4,051,251			7,557,205			1,252,541			356
Offering costs		(16,066	)		(5,436	)		(9,077	)		(1,553	)		—
Balances at December 31, 2007	$	95,514,861		$	35,501,499		$	50,243,852		$	9,766,611		$	2,899

See accompanying notes.

A-7

WINTON FUTURES FUND, L.P. (US)

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Net income	$	12,861,353		$	5,409,205
Adjustments to reconcile net income to net cash from (for) operating activities:
Decrease (increase) in commodity futures trading accounts:
Cash		(5,166,271	)		(13,081,1120
Unrealized gain on open commodity futures contracts		739,757			(1,396,014	)
(Increase) decrease in interest receivable		1,745			(43,372	)
Increase (decrease) in commissions payable		(4,464	)		(8,904	)
Increase in management fee and service fees payable		77,915			53,217
Increase in incentive fee payable		331,047			655,795
Increase in other liabilities		19,621			6,058
Net cash from (for) operating activities		8,860,703			(8,387,319	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital withdrawals		(12,896,744	)		(5,504,260	)
Capital contributions		44,344,167			41,685,507
Offering costs		(16,066	)		(9,300	)
Net cash from financing activities		31,431,357			36,171,947
NET INCREASE IN CASH AND CASH EQUIVALENTS		40,292,060			27,784,628
CASH, at beginning of year		44,437,784			16,653,156
CASH, at end of year	$	84,792,844		$	44,437,784

See accompanying notes.

A-8

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - -                              ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

General Description of the Partnership

The Partnership was organized as a limited partnership in Colorado in March 1999, and will continue until December 31, 2035, unless sooner terminated as provided for in the Amended Agreement of Limited Partnership (“Agreement”).  The Partnership’s general partner is Altegris Portfolio Management, Inc. (the “General Partner”).  The Partnership speculatively trades commodity futures contracts, options on futures contracts, forward contracts and other commodity interests.  The objective of the Partnership’s business is appreciation of its assets.

Valuation of Investments

Open commodity futures contracts are valued at the closing market quotations on the last business day of the month.  Brokerage commissions are accrued on a full-turn basis.

Capital Accounts and Allocation of Income and Losses

The Partnership accounts for subscriptions, allocations and redemptions on a per partner capital account basis.

Income and losses from Winton Futures Fund, L.P. (the “Partnership”) are allocated pro rata among the partners based on their respective capital accounts as of the end of each month in which the items accrue pursuant to the terms of the Amended Agreement of Limited Partnership.

Income Taxes

The Partnership is not subject to federal income taxes; each partner reports his allocable share of income, gain, loss, deductions or credits on their own income tax return.

Cash and Cash Equivalents

Cash equivalents represent short-term highly liquid investments with maturities of 90 days or less and include money market accounts, securities purchased under agreements to resell, commercial paper, and U.S. Government and agency obligations with variable rate and demand features that qualify them as cash equivalents.  These cash equivalents, with exception of securities purchased under agreement to resell, are stated at amortized cost, which approximates fair value.  Securities purchased under agreements to resell, with overnight maturity, are collateralized by U.S. Government and agency obligations, and are carried at the amounts at which the securities will subsequently be resold plus accrued interest.

A-9

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Method of Reporting

The Partnership’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Partnership’s management.  Actual results could differ from those estimates.

Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period.  Gains and losses resulting from the translation to U.S. dollars are reported in income currently.

Reclassification

Certain amounts in the 2006 financial statements were reclassified to conform with the 2007 presentation.

Recently Issued Accounting Pronouncement

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157).  FAS 157 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. While FAS 157 does not require any new fair value measurements, for some entities, the application of FAS 157 may change current practice. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The implementation of FAS 157 is not expected to have a material impact on the Partnership’s financial statements.

A-10

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 - AGREEMENTS AND RELATED PARTIES

Advisory Contract

The Partnership’s trading activities are conducted pursuant to an advisory contract with Winton Capital Management, Limited (“Advisor”).  The Partnership pays the Advisor a quarterly incentive fee of 20% of the trading profits (as defined).  However, the quarterly incentive fee is payable only on cumulative profits achieved from commodity trading (as defined).

Brokerage Agreements

FIMAT USA, LLC became the Partnership’s commodity broker (the “Clearing Broker”) during 2007, pursuant to the terms of a brokerage agreement. Prior to FIMAT USA, LLC, Man Financial Inc. acted as the Partnership’s commodity broker.  The Partnership pays brokerage commissions to the Clearing Broker for clearing trades on its behalf.

General Partner Management Fee

The General Partner receives from the Partnership a monthly management fee equal to 0.0625% (0.75% annually) for Class A, 0.146% (1.75% annually) for Class B, and currently 0.125% (1.5% annually) for Special Interests of the Partnership’s management fee net asset value (as defined).  The General Partner may declare any limited partner a “Special Limited Partner” and the management fees or incentive fees charged to any such partner may be different than those charged to other limited partners.

Service Fees

Class A of the Partnership pays selling agents an ongoing payment of 0.166% of the month-end net asset value (2% annually) of the value of interests sold by them which are outstanding at month end as compensation for their continuing services to the limited partners.

Related Party

Altegris Investments, Inc. (“Altegris”), an affiliate of the General Partner, is registered as a broker-dealer with the SEC Securities and Exchange Commission and an independent introducing broker registered with the Commodity Futures Trading Commission. Altegris has entered into a selling agreement with the Partnership where it receives 2% per annum as continuing compensation for interests sold by Altegris that are outstanding at month end. Altegris, as the Partnership’s introducing broker, also receives a portion of the commodity brokerage commissions paid by the Partnership to the Clearing Broker and interest income retained by the Clearing Broker. For the years ended December 31, 2007 and 2006, commissions and continuing compensation received by Altegris amounted to $639,040 and $493,601, respectively.

A-11

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 - -                                AGREEMENTS AND RELATED PARTIES (CONTINUED)

Subscriptions, Distributions and Redemptions

Investments in the Partnership are made by subscription agreement, subject to acceptance by the General Partner.

The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner.  A Limited Partner may request and receive redemption of capital, subject to restrictions in the Agreement.  The General Partner may request and receive redemption of capital, subject to the same terms as any Limited Partner.

NOTE 3 - -                                FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES

The Partnership participates in the speculative trading of commodity futures contracts, substantially all of which are subject to margin requirements.  The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges.  Further, the Clearing Broker has the right to require margin in excess of the minimum exchange requirement.  Risk arises from changes in the value of these contracts (market risk) and the potential inability of brokers to perform under the terms of their contracts (credit risk).

All of the contracts currently traded by the Partnership are exchange traded.  The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over the counter transactions since, in over the counter transactions, the Partnership must rely solely on the credit of their respective individual counterparties.  However if, in the future, the Partnership were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance.  The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any.

The Partnership also has credit risk since the sole counterparty to all domestic futures contracts is the exchange clearing corporation.  In addition, the Partnership bears the risk of financial failure by the Clearing Broker.

A-12

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - -                                FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES (CONTINUED)

The Partnership’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting and control procedures.  In addition, the Partnership has a policy of reviewing the credit standing of each clearing broker or counterparty with which it conducts business.

The Partnership has cash with Wilmington Trust (Custodian) in excess of the FDIC insurance coverage of $100,000.  At December 31, 2007, the Partnership had $10,525,771 in excess of the FDIC insurance coverage limit which is subject to loss should the Custodian cease operations.

The Partnership utilizes Horizon Cash Management, L.L.C. (Horizon) to manage cash not held with the Clearing Broker or Custodian.  At December 31, 2007, the asset balance with Horizon was $74,106,351.

NOTE 4 - -                                INDEMNIFICATIONS

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred.  The Partnership expects the risk of any future obligation under these indemnifications to be remote.

A-13

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - -                                FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Partnership for the years ended December 31, 2007 and 2006.  This information has been derived from information presented in the financial statements.

	2007
							Special
	Class A			Class B			Interests
Total return for Limited Partners		13.61	%		14.97	%		15.45	%
Ratio to average net asset value
Expenses prior to incentive fee (1)		3.05	%		2.03	%		1.77	%
Incentive fee		3.46	%		3.33	%		2.87	%
Total expenses		6.51	%		5.36	%		4.64	%
Net investment income (1) (2)		1.51	%		2.56	%		2.79	%
	2006
							Special
	Class A			Class B			Interests
Total return for Limited Partners		13.31	%		14.53	%		14.37	%
Ratio to average net asset value
Expenses prior to incentive fee (1)		3.00	%		1.98	%		1.73	%
Incentive fee		2.19	%		2.22	%		2.34	%
Total expenses		5.19	%		4.20	%		4.07	%
Net investment income (1) (2)		1.32	%		2.32	%		2.59	%

Total returns and the ratios to average net asset value are calculated for Limited Partners’ capital taken as a whole. An individual Limited Partner’s total returns and ratios may vary from the above returns and ratios due to the timing of their contributions and withdrawals.

(1) Includes offering costs.

(2) Excludes incentive fee.

A-14

WINTON FUTURES FUND, L.P. (US)

FINANCIAL STATEMENTS

MARCH 31, 2008

WINTON FUTURES FUND, L.P. (US)

____________

TABLE OF CONTENTS

_____________

	PAGES
Financial Statements
Statement of Financial Condition	B-1
Condensed Schedule of Investments	B-2
Statements of Operations	B-3
Statements of Changes in Partners’ Capital (Net Asset Value)	B-4
Statements of Cash Flows	B-5
Notes to Financial Statements	B-6 – B-12

WINTON FUTURES FUND, L.P. (US)
STATEMENT OF FINANCIAL CONDITION
MARCH 31, 2008 (Unaudited)
_______________
	2008
ASSETS
Equity in FIMAT USA, Inc. account
Cash	$	28,064,495
United States government securities		2,995,380
Unrealized (loss) on open commodity futures contracts		(1,032,110	)
Interest receivable		29,394
		30,057,159
Cash and cash equivalents		122,192,186
Other assets		750
Total assets	$	152,250,095
LIABILITIES
Commissions payable	$	20,418
Management fee payable		150,424
Service fees payable		91,846
Incentive fee payable		2,930,377
Redemptions payable		1,439,269
Subscriptions received in advance		16,359,984
Other liabilities		36,875
Total liabilities		21,029,193
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner		3,209
Limited Partners		131,217,693
Total partners' capital (Net Asset Value)		131,220,902
Total liabilities and partners' capital	$	152,250,095

See accompanying notes.

B-1

WINTON FUTURES FUND, L.P. (US)
CONDENSED SCHEDULE OF INVESTMENTS
MARCH 31, 2008 (Unaudited)
_______________
UNITED STATES GOVERNMENT SECURITIES:
Description	Maturity Date	Face Value		Market Value			% of Partners Capital
U.S Treasury Bills	4/4/2008	$	3,000,000	$	2,995,380			2.28	%
	Range of Expiration Dates	Number of Contracts		Market Value			% of Partners Capital
LONG FUTURES CONTRACTS:
Agriculture	May 08 - Dec 08		586	$	(1,761,752	)		(1.34	)%
Currencies	Jun 08 - Sep 09		1,456		749,401			0.57	%
Energy	Apr 08 - Jun 08		192		(126,630	)		(0.10	)%
Interest Rates	Jun 08 - Sep 09		76		16,067			0.01	%
Metals	May 08 - Aug 08		134		(532,458	)		(0.41	)%
Stock Indices	Apr 08 - Jun 08		137		185,779			0.14	%
Treasury Rate	Jun 08		307		328,611			0.25	%
Total long futures contracts			2,888		(1,140,982	)		(0.88	)%
SHORT FUTURES CONTRACTS:
Agriculture	Apr 08 - Jan 09		98		132,232			0.10	%
Currencies	Apr 08 - Sept 08		72		67,935			0.05	%
Interest Rates	Jun 08 - Dec 08		254		52,255			0.04	%
Metals	May 08		20		(40,436	)		(0.03	)%
Stock Indices	Apr 08 - Jun 08		124		(103,114	)		(0.08	)%
Total short futures contracts			568		108,872			0.08	%
Total futures contracts			3,456	$	(1,032,110	)		-0.80	%

See accompanying notes.

B-2

WINTON FUTURES FUND, L.P. (US)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (Unaudited)
_______________
	2008			2007
TRADING GAINS (LOSSES)
Gain (Loss) on trading of commodity futures contracts
Realized	$	17,100,646		$	(3,969,466	)
Change in unrealized		(2,386,643	)		(779,334	)
Brokerage commissions		(112,921	)		(233,909	)
Gain (Loss) from trading		14,601,082			(4,982,709	)
NET INVESTMENT INCOME (LOSS)
Income
Interest income		974,544			752,649
Expenses
General Partner management fee		404,467			246,648
Service fees		244,193			95,727
Incentive fee		2,930,377			14,953
Professional fees		4,199			38,585
Total expenses		3,583,236			395,913
Net investment income (loss)		(2,608,692	)		356,736
NET INCOME (LOSS)	$	11,992,390		$	(4,625,973	)

See accompanying notes.

B-3

WINTON FUTURES FUND, L.P. (US)
STATEMENTS OF `CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
FOR THE THREE MONTHS ENDED MARCH 31, 2008  AND 2007 (Unaudited)
_______________
			Limited Partners
		Total		Class A		Class B		Special Interests		General Partner
Balances at December 31, 2007	$	95,514,861	$	35,501,499	$	50,243,852	$	9,766,611	$	2,899
Transfer		0		(930,548)		930,548		0		0
Capital additions		28,155,900		16,099,450		12,056,450		0		0
Capital withdrawals		(4,442,249)		(918,367)		(3,356,882)		(167,000)		0
Net income for the three months
ended March 31, 2008		11,992,390		4,499,785		6,414,983		1,077,312		310
Balances at March 31, 2008	$	131,220,902	$	54,251,819	$	66,288,951	$	10,676,923	$	3,209
Balances at December 31, 2006	$	57,161,095	$	16,714,934	$	31,527,995	$	8,915,623	$	2,543
Transfer		0		0		0		0		0
Capital additions		18,150,550		5,370,550		12,350,000		430,000		0
Capital withdrawals		(2,025,109)		(105,109)		(1,920,000)		0		0
Net (loss) for the three months
ended March 31, 2007		(4,625,973)		(1,450,724)		(2,571,398)		(603,679)		(172)
Balances at March 31, 2007	$	68,660,563	$	20,529,651	$	39,386,597	$	8,741,944	$	2,371

See accompanying notes.

B-4

WINTON FUTURES FUND, L.P. (US)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (Unaudited)
_______________
	2008			2007
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Net income (loss)	$	11,992,390		$	(4,625,973	)
Adjustments to reconcile net income to net cash from (for)
operating activities:
Decrease (increase) in commodity futures trading accounts:
Cash		(2,111,728	)		4,032,339
United States government securities		(2,995,380	)		0
Unrealized loss on open commodity futures contracts		2,386,643			779,334
(Increase) decrease in interest receivable		24,109			(1,134	)
(Increase) decrease in other assets		375			375
Increase (decrease) in commissions payable		(10,944	)		(6,684	)
Increase (decrease) in management fee and service fees payable		67,237			21,930
Increase (decrease) in incentive fee payable		1,941,528			(642,850	)
Increase (decrease) in other liabilities		(6,873	)		(657	)
Net cash from (for) operating activities		11,287,357			(443,320	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital withdrawals		(7,728,853	)		(3,403,001	)
Capital contributions		33,903,838			15,088,371
Net cash from financing activities		26,174,985			11,685,370
NET INCREASE IN CASH AND CASH EQUIVALENTS		37,462,342			11,242,050
CASH, at beginning of period		84,729,844			44,437,784
CASH, at end of period	$	122,192,186		$	55,679,834

See accompanying notes.

B-5

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS

_______________

NOTE 1 - -                              ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

General Description of the Partnership

The Partnership was organized as a limited partnership in Colorado in March 1999, and will continue until December 31, 2035, unless sooner terminated as provided for in the Amended Agreement of Limited Partnership (“Agreement”).  The Partnership’s general partner is Altegris Portfolio Management, Inc. (the “General Partner”).  The Partnership speculatively trades commodity futures contracts, options on futures contracts, forward contracts and other commodity interests.  The objective of the Partnership’s business is appreciation of its assets.

Valuation of Investments

Open commodity futures contracts are valued at the closing market quotations on the last business day of the month.  Brokerage commissions are accrued on a full-turn basis.

Capital Accounts and Allocation of Income and Losses

The Partnership accounts for subscriptions, allocations and redemptions on a per partner capital account basis.

Income and losses from Winton Futures Fund, L.P. (the “Partnership”) are allocated pro rata among the partners based on their respective capital accounts as of the end of each month in which the items accrue pursuant to the terms of the Amended Agreement of Limited Partnership.

Income Taxes

The Partnership is not subject to federal income taxes; each partner reports his allocable share of income, gain, loss, deductions or credits on their own income tax return.

Cash and Cash Equivalents

Cash equivalents represent short-term highly liquid investments with maturities of 90 days or less and include money market accounts, securities purchased under agreements to resell, commercial paper, and U.S. Government and agency obligations with variable rate and demand features that qualify them as cash equivalents.  These cash equivalents, with exception of securities purchased under agreement to resell, are stated at amortized cost, which approximates fair value.  Securities purchased under agreements to resell, with overnight maturity, are collateralized by U.S. Government and agency obligations, and are carried at the amounts at which the securities will subsequently be resold plus accrued interest.

B-6

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Method of Reporting

The Partnership’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Partnership’s management.  Actual results could differ from those estimates.

Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period.  Gains and losses resulting from the translation to U.S. dollars are reported in income currently.

Fair Value

The Partnership accounts for certain assets and liabilities at fair value under various accounting literature and applicable industry guidance.  The Company adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurement (SFAS No. 157) on January 1, 2008.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.  In accordance with SFAS No. 157, the Partnership has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy.  The fair value gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. 

Financial assets and liabilities recorded on the statement of financial condition at March 31, 2008 are categorized as Level 1 based on the inputs to the valuation techniques.  Level 1 means they are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Partnership has the ability to access. 

B-7

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value (continued)

The fair values of Level 1 financial instruments at March 31, 2008, consisted of the following:

Futures contracts	$	(1,032,110	)
U.S. Treasury Bill		2,995,380

The fair values of futures contracts are based upon an underlying asset, index, or reference rate or a combination of these factors. The Partnership uses futures contracts as part of its trading activities.  The fair value of U.S. Treasury Bills is based on amortized cost, which approximates fair value.

Interim Financial Statements

The financial statements included herein were prepared by us without audit. The financial statements reflect, in the opinion of management, all adjustments necessary that were of normal and recurring nature and adequate disclosures to present fairly the financial position and results of operations as of and for the periods indicated.  The results of operations for the three months ended March 31, 2008 and 2007 are not necessarily indicative of the results to be expected for the full year or for any other period.

NOTE 2 - AGREEMENTS AND RELATED PARTIES

Advisory Contract

The Partnership’s trading activities are conducted pursuant to an advisory contract with Winton Capital Management, Limited (“Advisor”).  The Partnership pays the Advisor a quarterly incentive fee of 20% of the trading profits (as defined).  However, the quarterly incentive fee is payable only on cumulative profits achieved from commodity trading (as defined).

B-8

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 2 - -                                AGREEMENTS AND RELATED PARTIES (CONTINUED)

Brokerage Agreements

FIMAT USA, LLC became the Partnership’s commodity broker (the “Clearing Broker”) during 2007, pursuant to the terms of a brokerage agreement. Prior to FIMAT USA, LLC, Man Financial Inc. acted as the Partnership’s commodity broker.  The Partnership pays brokerage commissions to the Clearing Broker for clearing trades on its behalf.

General Partner Management Fee

The General Partner receives from the Partnership a monthly management fee equal to 0.0625% (0.75% annually) for Class A, 0.146% (1.75% annually) for Class B, and currently 0.125% (1.5% annually) for Special Interests of the Partnership’s management fee net asset value (as defined).  The General Partner may declare any limited partner a “Special Limited Partner” and the management fees or incentive fees charged to any such partner may be different than those charged to other limited partners.

Service Fees

Class A of the Partnership pays selling agents an ongoing payment of 0.166% of the month-end net asset value (2% annually) of the value of interests sold by them which are outstanding at month end as compensation for their continuing services to the limited partners.

Related Party

Altegris Investments, Inc. (“Altegris”), an affiliate of the General Partner, is registered as a broker-dealer with the Securities and Exchange Commission and an independent introducing broker registered with the Commodity Futures Trading Commission.  Altegris has entered into a selling agreement with the Partnership where it receives 2% per annum as continuing compensation for interests sold by Altegris that are outstanding at month end. Altegris, as the Partnership’s introducing broker, also receives a portion of the commodity brokerage commissions paid by the Partnership to the Clearing Broker and interest income retained by the Clearing Broker. For the three months ended March 31, 2008 and 2007, commissions and continuing compensation received by Altegris amounted to $242,234 and $230,814, respectively.

B-9

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 2 - -                                AGREEMENTS AND RELATED PARTIES (CONTINUED)

Subscriptions, Distributions and Redemptions

Investments in the Partnership are made by subscription agreement, subject to acceptance by the General Partner.

The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner.  A Limited Partner may request and receive redemption of capital, subject to restrictions in the Agreement.  The General Partner may request and receive redemption of capital, subject to the same terms as any Limited Partner.

NOTE 3 - -                                FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES

The Partnership participates in the speculative trading of commodity futures contracts, substantially all of which are subject to margin requirements.  The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges.  Further, the Clearing Broker has the right to require margin in excess of the minimum exchange requirement.  Risk arises from changes in the value of these contracts (market risk) and the potential inability of brokers to perform under the terms of their contracts (credit risk).

All of the contracts currently traded by the Partnership are exchange traded.  The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over the counter transactions since, in over the counter transactions, the Partnership must rely solely on the credit of their respective individual counterparties.  However if, in the future, the Partnership were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance.  The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any.

The Partnership also has credit risk since the sole counterparty to all domestic futures contracts is the exchange clearing corporation.  In addition, the Partnership bears the risk of financial failure by the Clearing Broker.

B-10

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 3 - -                                FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES (CONTINUED)

The Partnership’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting and control procedures.  In addition, the Partnership has a policy of reviewing the credit standing of each clearing broker or counterparty with which it conducts business.

The Partnership has cash with Wilmington Trust (Custodian) in excess of the FDIC insurance coverage of $100,000.  At March 31, 2008, the Partnership had $3,043,206 in excess of the FDIC insurance coverage limit which is subject to loss should the Custodian cease operations.

The Partnership utilizes Horizon Cash Management, L.L.C. (Horizon) to manage cash not held with the Clearing Broker or Custodian.  At March 31, 2008, the asset balance with Horizon was $119,048,980.

NOTE 4 - -                                INDEMNIFICATIONS

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred.  The Partnership expects the risk of any future obligation under these indemnifications to be remote.

B-11

WINTON FUTURES FUND, L.P. (US)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 5 - -                                FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Partnership for the three months ended March 31, 2008 and 2007.  This information has been derived from information presented in the financial statements.

	March 31, 2008
							Special
	Class A			Class B			Interests
Total return for Limited Partners (4)		10.64	%		10.94	%		11.01	%
Ratio to average net asset value
Expenses prior to incentive fee (1) (3)		2.82	%		1.76	%		1.50	%
Incentive fee (4)		2.35	%		2.45	%		2.49	%
Total expenses		5.17	%		4.21	%		3.99	%
Net investment income (1) (2) (3)		0.38	%		1.47	%		1.73	%
	March 31, 2007
							Special
	Class A			Class B			Interests
Total return for Limited Partners (4)		(6.79	)%		(6.52	)%		(6.46	)%
Ratio to average net asset value
Expenses prior to incentive fee (1) (3)		2.92	%		1.97	%		1.72	%
Incentive fee (4)		0.00	%		0.04	%		0.00	%
Total expenses		2.92	%		2.01	%		1.72	%
Net investment income (1) (2) (3)		1.44	%		2.39	%		2.64	%

Total return and the ratios to average net asset value are calculated for Limited Partners’ capital taken as a whole. An individual Limited Partner’s total return and ratios may vary from the above returns and ratios due to the timing of their contributions and withdrawals.

(1) Includes offering costs, if any.

(2) Excludes incentive fee.

(3) Annualized.

(4) Not annualized.

B-12

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

BALANCE SHEETS

MARCH 31, 2008 (unaudited)

AND DECEMBER 31, 2007

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

TABLE OF CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm	C-1
Balance Sheets	C-2
Notes to Balance Sheets	C-3 - C-5

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

BALANCE SHEETS

MARCH 31, 2008 AND DECEMBER 31, 2007

SPICER JEFFRIESLLP

CERTIFIED PUBLIC ACCOUNTANTS

5251 SOUTH QUEBEC STREET • SUITE 200

GREENWOOD VILLAGE, COLORADO 80111

TELEPHONE: (303) 753-1959

FAX: (303) 753-0338

www.spicerjeffries.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of

Altegris Portfolio Management, Inc.

We have audited the accompanying balance sheet of Altegris Portfolio Management, Inc. as of December 31, 2007. This financial statement is the responsibility of the Company’s management.  Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 balance sheet referred to above presents fairly, in all material respects, the financial position of Altegris Portfolio Management, Inc. as of December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

 SPICER JEFFRIES LLP

Greenwood Village, Colorado

July 2, 2008

C-1

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

BALANCE SHEETS

MARCH 31, 2008 AND DECEMBER 31, 2007

ASSETS	March 31, 2008		December 31, 2007
	(Unaudited)
CURRENT ASSETS:
Cash	$	97,943	$	82,188
Receivables (Note 2)
Management fees receivable		237,302		169,913
Commissions receivable		135,321		58,146
Other receivables		13,267		21,042
Other current assets		1,858		1,858
Total current assets
INVESTMENTS - General partner interest in commodity pool partnerships (Note 2)		8,577		7,487
FURNITURE, EQUIPMENT AND SOFTWARE, net of accumulated depreciation of $41,137		1,166		1,166
	$	494,434	$	341,800
LIABILITIES AND SHAREHODLERS’ SURPLUS
CURRENT LIABILITIES:
Commissions payable	$	192,777	$	163,743
Accounts payable		4,334		14,698
Other liabilities		-		17,968
Total current liabilities		197,111		196,409
COMMITMENTS (Note 3)
SHAREHOLDERS’ EQUITY (Note 4)
Common stock, no par value; 1,000,000 shares authorized, 200 shares issued and outstanding		10,000		10,000
Class A common stock, no par value, 10,000 shares authorized, no shares issued		-		-
Additional paid in capital		135,391		135,391
Retained earnings		152,932		-
Total shareholders’ equity		298,323		145,391
	$	495,434	$	341,800

The accompanying notes are an integral part of this statement

C-2

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

NOTES TO BALANCE SHEETS

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Altegris Portfolio Management, Inc. (the “Company”) was incorporated in Arkansas on December 2, 1985, is registered as an investment advisor with the state of California and as a commodity pool operator with the Commodity Futures Trading Commission.  As the General Partner and commodity pool operator for limited partnerships that engage in the speculative trading of equities, commodity futures and securities, the Company maintains all related books and records. In addition, the Company receives fees from related entities for consulting and administrative services.  The Company is a wholly owned subsidiary of Altegris Capital, L.L.C. (the “Parent”).

Effective January 15, 2007, the Company’s shares in its subsidiary, Altegris Investments, Inc. (“AII”), were distributed to the shareholders of the Company’s Parent, see Note 4.

Investments in Affiliated Partnerships

Investments in affiliated partnerships are carried at the Company’s underlying interest in the net asset value of the Partnerships.  This method results in accounting for the investments on the equity method wherein the investments are stated at cost and adjusted for the Company’s share of the income or loss of the investee partnerships.

Furniture, Equipment and Software

Furniture, equipment and software is stated at cost less accumulated depreciation.  Depreciation is provided on the declining balance method, based on estimated useful lives of five to seven years.

Income taxes

The Company is included in the consolidated income tax return of its parent.  As such, it has elected to be taxed under Subchapter S of the Internal Revenue Code.  Accordingly, taxable income or loss of the Company will be allocated to its shareholders, who are responsible for the payment of the taxes thereon.

Use of Estimates

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Management believes that the estimates utilized in the preparation of the financial statements are prudent and reasonable.  Actual results could differ from those estimates.

C-3

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

NOTES TO BALANCE SHEETS

(continued)

NOTE 1 - -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

All highly liquid debt instruments purchased with an original maturity of three months or less are considered to be cash equivalents.

Fair Value of Financial Instruments

Substantially all of the Company’s assets and liabilities are carried at fair value or contracted amounts that approximate fair value.  Estimates of fair value are made at a specific point in time, based on relative market information and information about the financial instrument, specifically, the value of the underlying financial instrument.  Assets that are recorded at fair value consist largely of short-term receivables, and other current assets, which are carried at contracted amounts that approximate fair value.  Similarly, the Company’s liabilities consist of short-term liabilities and accrued expenses recorded at contracted amounts that approximate fair value.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements”. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2007 the Company does not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements. However, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.

NOTE 2 -        INVESTMENTS IN AFFILIATED PARTNERSHIPS AND RECEIVABLES

The Company is the General Partner and commodity pool operator for several limited partnerships.  The Company, as General Partner, receives management fees as compensation for services provided on behalf of the limited partnerships.

The Company, in its capacity as General Partner, has advanced offering and organizational expenses for various partnerships.  The Company is reimbursed if sufficient limited partnership units are sold during the offering period and the pool commences operations.  In addition, the Company pays all general operating expenses on behalf of the limited partnerships and is reimbursed on a monthly basis.

C-4

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

NOTES TO BALANCE SHEETS

(continued)

NOTE 2 -        INVESTMENTS IN AFFILIATED PARTNERSHIPS AND RECEIVABLES

(continued)

Management fees and other receivables due from the limited partnerships at March 31, 2008 and December 31, 2007 were as follows:

	Management Fees Receivable				Other Receivables
Partnership	March 31, 2008		December 31, 2007		March 31, 2008		December 31, 2007
APM - Valhalla Resource Fund, LLC	$	11,517	$	12,140	$	6,633	$	7,634
APM - Torrey Pines Fund, LP		74,377		41,555		6,575		8,060
Clark Worldwide Fund, LP		984		668		-		-
Winton Futures Fund, L.P. (US)		150,424		115,550		59		5,348
	$	237,302	$	169,913	$	13,267	$	21,042

The Company also receives commissions from an unrelated offshore fund.  Commissions receivable were $135,321 and $58,146 at March 31, 2008 and December 31, 2007, respectively.

The Company’s general partnership interests in the limited partnerships at March 31, 2008 and December 31, 2007 and management fees received for the periods ended March 31, 2008 and December 31, 2007 were as follows:

	Investment				Management or Sponsor Fee		Management Fees
	March 31,		December 31,				Three months ended March 31,		Year ended December 31,
Partnership	2008		2007		Frequency	Annual Rate	2008		2007
APM - Valhalla Resource Fund, LLC	$	1,514	$	1,375	Monthly	1.00%	$	34,098	$	165,208
APM - Torrey Pines Fund, LP		1,474		1,477	Quarterly	1.75%*		62,171		211,568
Clarke Worldwide Fund, LP		2,380		1,736	Monthly	1.00%		2,609		8,336
Winton Futures Fund, L.P. (US)		3,209		2,899	Monthly	0.75% for Class A		89,872		198,794
						1.75% for Class B		275,778		837,594
						1.50% for Special
						Interests		38,817		133,940
Totals	$	8,577	$	7,487			$	503,345	$	1,555,440

* This fee is received in the form of (i) a general partner management fee of 0.75% from the partnership, and (ii) a rebate from the portfolio manager management fee of 1.0%.

C-5

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

NOTES TO BALANCE SHEETS

(continued)

NOTE 3 -        OFF BALANCE SHEET RISKS AND UNCERTAINTIES

The Company is the General Partner of various partnerships.  The partnerships participate in the speculative trading of equities, commodity futures, mutual funds and securities which may be subject to margin requirements.  The partnerships are limited partnerships; therefore a limited partner bears only the risk of his investment in the partnership.  However, the Company as General Partner, additionally bears the risk for any legal actions taken against the partnership, margin calls or liabilities in excess of the partnership’s assets.

The Company’s policy is to continuously monitor the exposure to the partnerships through the use of a variety of financial position and credit exposure reporting and control procedures.  In addition, the Company, as General Partner, has a policy of reviewing the credit standing of each clearing broker or counterparty with which the partnerships conduct business.

NOTE 4 -       EQUITY TRANSACTIONS

Effective January 15, 2007, the Company’s former subsidiary, AII, was spun off from the Company to its Parent’s shareholders.  This resulted in an equity distribution of $1,876,820.

During the year ended December 31, 2007 the Company made distributions of $335,764 to its Parent.

C-6

EX-3.1

Exhibit 3.1

CERTIFICATE OF LIMITED PARTNERSHIP

FOR

WINTON FUTURES FUND, L.P. (US)

I.           The name of the limited partnership is Winton Futures Fund, L.P. (US)

II.           The name and address of the agent for service of process is Robert J. Amedeo, 1202 Bergen Parkway, Suite 212, Evergreen, Colorado 80439-9559.

III.           The name of the partnership’s general partner is Rockwell Futures Management, Inc. (Rockwell).  Rockwell’s business address is 1202 Bergen Parkway, Suite 212, Evergreen, Colorado 80439-9559.

IV.           The partnership has at least two partners, one of whom is a limited partner.

This Certificate of Limited Partnership has been executed on March 23, 1999 by Rockwell Futures Management, Inc. the general partner for Pathfinder Fund, L.P.

ROCKWELL FUTURES MANAGEMENT, INC.	Filed – Customer Copy
the General Partner	Victoria Buckley
	Secretary of State
	[SEAL OF RECEIPT]
By:  /s/  Robert J. Amedeo
Title:  President

STATE OF COLORADO     )

     )  ss.

County of Jefferson  )

I, Lurlie Moore Bickford, Notary Public in and for said county and in the State of Colorado, do hereby certify that Robert J. Amedeo personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day having been sworn, acknowledged that he signed, sealed and delivered said instrument as his full act and deed as President of Rockwell Futures Management, Inc. for the uses and purposes therein set forth.

Given under my hand and notarial seal this 23rd day of March 1999.

My commission expires:  March 3, 2002

Notary Public

Please include a typed self-addressed envelope     MUST BE TYPED FILING FEE:  $25.00 MUST SUBMIT TWO COPIES Mail to:  Secretary of State Corporations Section 1560 Broadway, Suite 200 Denver, CO  80202 (303) 894-2251 Fax (303) 894-2242   For office use only                          027     [SEAL OF FILING]

[SEAL OF RECEIPT]

[HANDWRITTEN ID]

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF LIMITED PARTNERSHIP

FIRST:	The name of the Limited Partnership is Winton Futures Fund, L.P. (US)
SECOND:	The date of filing of original certificate with the Colorado Secretary of State:
	March 24, 1999
THIRD:	The certificate of Limited Partnership is amended as follows:
	Article III is amended to reflect that the General Partner’s name has been changed from Rockwell Futures Management, Inc. to Altegris Portfolio Management, Inc.

Altegris Portfolio Management, Inc.
By:	Robert J. Amedeo, President
/s/   Robert J. Amedeo
	Signature General Partner
	Signature General Partner

A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new partner.

EX-4.1

Exhibit 4.1

EXHIBIT A

FIRST AMENDED

AGREEMENT OF LIMITED PARTNERSHIP

This First Amended Agreement of Limited Partnership (Agreement) is made in Evergreen, Colorado, and is effective as of June 17, 2005, and modifies the initial Agreement of Limited Partnership effective as of June 1, 1999, by and between Altegris Portfolio Management, Inc. (formerly Rockwell Futures Management, Inc.), 1202 Bergen Parkway, Suite 212, Evergreen, Colorado, 80439 (the General Partner), and each other party who shall execute this Agreement, as amended, whether in counterpart, by separate instrument or otherwise (including through Power of Attorney), as limited partners (collectively Limited Partners) (the General Partner and Limited Partners are sometimes collectively referred to as Partners).

The parties desire to form a limited partnership for the purpose of conducting the business described below.  The parties agree:

1.             Formation and Name.

The parties form a limited partnership under the Colorado Uniform Limited Partnership Act, as amended and in effect on the date of this Agreement (the Act).  The name of the limited partnership is Winton Futures Fund, L.P. (US) (the Partnership).  The General Partner shall execute and file a Certificate of Limited Partnership in accordance with the provisions of the Act and execute, file, record and publish (as appropriate) those amendments, assumed name certificates and other documents as are or become necessary or advisable in connection with the operation of the Partnership, as it determines.  Each Limited Partner undertakes to furnish to the General Partner, if the General Partner so requests, a power of attorney which may be filed in those jurisdictions as the General Partner may deem appropriate with the Certificate of Limited Partnership and any amendments and any additional information as is required from the General Partner to complete any documents, including Certificates of Limited Partnership, this Agreement, amendments thereto and assumed name certificates, and to execute and cooperate in the filing, recording and publishing of those documents at the request of the General Partner. The General Partner shall not be required to deliver a Certificate of Limited Partnership to each Limited Partner.

2.             Principal Office.

The address of the principal office of the Partnership shall be c/o Altegris Portfolio Management, Inc., 1202 Bergen Parkway, Suite 212, Evergreen, Colorado, 80439 or such other place as the General Partner may designate from time to time.  The General Partner shall act as the Partnership’s agent for service of process.

3.             Business.

The Partnership’s business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of futures and forward contracts for commodities, financial instruments and currencies, any right pertaining thereto and any options thereon, securities, debt obligations, repurchase agreements and physical commodities including but not limited to currencies (Commodity Interests).  The Partnership may also engage in hedge, arbitrage and cash trading of Commodity Interests and it may purchase, borrow or lend securities.  The objective of the Partnership’s business is appreciation of its assets.

 

winton futures fund, l.p. (us)    EXHIBIT A-1

4.             Term, Dissolution and Fiscal Year.

(a)           Term.  The term of the Partnership shall commence on the day on which the Certificate of Limited Partnership is filed in the Office of the Secretary of State of Colorado, pursuant to the provisions of the Act and shall end upon the first to occur of the following:

(i)  December 31, 2035; 

	(ii)	receipt by a General Partner of an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of the
Interests then outstanding, notice of which is sent by registered mail to the General Partner not less than ninety (90) days prior to the effective date of such dissolution;

(iii)  withdrawal (including withdrawal after suspension of trading), admitted or court decreed insolvency or dissolution of the General Partner; 

(iv)  termination of the Partnership pursuant to Paragraphs 10 or 17; or

(v)  any event which shall make it unlawful for the existence of the Partnership to be continued or requiring termination of the Partnership. 

If the Partnership is dissolved as the result of subsection (a)(iii) above, the Partnership may be re-constituted by the Limited Partners pursuant to the provisions of Paragraph 17 of this Agreement.

(b)           Dissolution.  Upon the occurrence of an event causing the dissolution of the Partnership, the Partnership shall be dissolved and terminated.  Termination, payment of creditors and distribution of the Partnership’s assets shall be effected as soon as practicable in accordance with the Act and this Agreement, and the General Partner and each Limited Partner (and any assignee) shall share in the assets of the Partnership pro rata in accordance with its or his respective Interests in the Partnership, less any amount owing by any Partner (or assignee) to the Partnership.

(c)           Fiscal Year. The Partnership’s tax year shall be the calendar year unless changed by the General Partner with the consent of the Internal Revenue Service.

5.             Net Worth of General Partner.

The General Partner agrees that at all times so long as it remains General Partner of the Partnership, it will maintain a net worth, if any, at an amount which does not affect the classification of the Partnership as a partnership for tax purposes and not as an association taxable as a corporation. For purposes of this Paragraph 5, Net Worth shall include, at face value, any notes or stock subscriptions received including ones from affiliates or shareholder(s) of the General Partner.

6.             Capital Contributions and Interests of Limited Partnership Interest.

The General Partner may purchase General Partnership Interests or Limited Partnership Interests (Interests) and may redeem any such General Partnership Interest as of any month-end on the same terms as any Limited Partner.

Interests in the Partnership shall be Limited Partnership Interests (Interests or, individually, an Interest).  An Interest shall represent a percentage of the Partnership’s Net Assets.  No certificates will be issued.  The General Partner and the initial Limited Partner have each contributed $1,000 in cash to the capital of the Partnership in order to form the Partnership.  The Partnership may, in accordance with its latest Offering Memorandum (Memorandum), issue and sell Interests to other persons (including the General

 winton futures fund, l.p. (us)    EXHIBIT A-2

Partner and its affiliates).  As set forth in Paragraph 12 of this Agreement, following termination of the initial offering of the Interests, additional Interests may be sold.

If the Partnership does not obtain during the initial period of the offering of the Interests (Initial Offering Period) subscriptions for at least $1 million, this Agreement may terminate, and the initial contribution of the General Partner and the initial Limited Partner will be returned to them.  The Partnership shall not commence trading operations unless and until the General Partner has accepted subscriptions (which may include Interests subscribed for by the General Partner or any affiliate of the General Partner, any Selling Agent, Advisor or affiliate) for at least $1 million, not including the Interest initially purchased by the initial Limited Partner.  The General Partner may terminate the offering of Interests at any time.  The aggregate of all capital contributions shall be available to the Partnership to carry on its business and no interest shall be paid by the Partnership to subscribers on any funds after their contribution to the Partnership.

All Interests are subscribed for upon receipt of a check, draft or wire transfer of the subscriber and are issued subject to the collection of the funds represented by the check, draft or wire transfer.  If a check or draft of a subscriber for Interests representing payment for Interests is returned unpaid, the Partnership shall cancel the Interests issued to that subscriber represented by the returned check or draft and the General Partner shall file an amendment to the Partnership’s Certificate of Limited Partnership reflecting the cancellation in any jurisdiction where the filing may be necessary.  Any losses or profits sustained by the Partnership in connection with the Partnership’s commodity trading allocable to any canceled Interests shall be deemed an increase or decrease in Net Asset Value and allocated among the remaining Partners as described in Paragraph 7.  Each subscriber agrees to reimburse the Partnership for any expense or losses incurred in connection with any cancellation of Interests issued to him.

7.             Allocation of Profits and Losses.

 (a)           Capital Accounts.   A Partner’s Capital Account shall consist of the following:

(i)  an amount equal to its original Capital Contribution; 

(ii)  the additions, if any, to such account by reason of Capital Contributions; and 

	(iii)	the adjustments, if any, to such account in accordance with the provisions of Section 7(e), Section 7(f), and any other provision hereunder
requiring such adjustment.

 (b)           Certain Adjustments to Capital Accounts.   The amount of

(i)  withdrawals, if any, made by a Partner, and 

(ii)  any distributions made to Partners shall be deducted from such Partner’s Capital Account as of the date of such withdrawal. 

 (c)           Maintenance and Modification of Capital Accounts.  The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Internal Revenue Code (the Code) Regulation 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulation.  If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner or the Limited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification without regard to Section 16 of this Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Partner.  The General Partner also shall

winton futures fund, l.p. (us)    EXHIBIT A-3

make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations sections 1.704-1(b)(2)(iv) (f) and (q), and make any appropriate modifications in the event this Agreement is deemed not to comply with Regulations section 1.704-1(b).

(d)           Transferees.  Generally, a transferee (including an Assignee) of an Interest shall succeed to a pro rata portion of the Capital Acco unt of the transferor; provided, however, that, if the transfer causes a termination of the Partnership under Section 708(b)(1)(B) of the Code, the Partnership's properties shall be deemed solely for federal income tax purposes, to have been distributed in liquidation of the Partnership to the holders of Partnership Interests (including such transferee) and recontributed by such persons in reconstitution of the Partnership.  In such event, the carrying values of the Partnership properties shall be adjusted immediately prior to such deemed distribution.  The Capital Accounts of such reconstituted Partnership shall be maintained in accordance with the principles of this Agreement.

(e)           Allocation of Net Profits and Net Losses.

(i)With respect to each Limited Partner, there shall be deducted from the Capital Account of such Limited Partner the Management Fee and the Continuing Compensation, applicable to their Capital Account for such month.  The terms Management Fee and Continuing Compensation shall have the meanings ascribed to them in the Partnership’s Memorandum, as from time to time amended.

 (ii)    Any remaining net profits or net losses during any month shall be allocated as of the end of such month to the Capital Accounts of all the Partners in the proportion which each Partner’s Capital Account as of the beginning of such month bore to the sum of the Capital Accounts of all the Partners as of the beginning of such month.

(iii)    With respect to each Limited Partner who has been allocated Trading Profits to its Capital Account for a month, there shall be deducted from the Capital Account of such Limited Partner the Incentive Fee payable to the Partnership’s advisor.  The terms Trading Profits and Incentive Fee shall have the meanings ascribed to them in the Partnership’s Memorandum, as from time to time amended.

 (f)           Allocation of Profit and Loss for Federal Income Tax Purposes.  As of the end of each fiscal year, the Partnership’s income and expense and capital gain or loss from trading shall be allocated among the Partners pursuant to the following subparagraphs for federal income tax purposes. Allocations shall be pro rata from short-term capital gain or loss and long-term capital gain or loss and operating income or loss realized and recognized by the Partnership.

(i)      Items of ordinary income, such as interest, and expense, such as fees, brokerage commissions and administrative expenses, shall be allocated pro rata among the Partners based on their respective capital accounts as of the end of each month in which the items of ordinary income and expense accrue.

(ii)     Capital gain or loss from the Partnership’s trading activities shall be allocated as follows:

         There shall be established a tax basis account with respect to each outstanding Interest.  The initial balance of each tax basis account shall be the amount paid to the Partnership for each Partner’s Interest.  As of the end of each fiscal year:

(A)           Each tax basis account shall be increased by the amount of income allocated to the Partner or his assignee pursuant to subparagraph (f)(i) above and subparagraph (iv) below.

winton futures fund, l.p. (us)    EXHIBIT A-4

(B)            Each tax basis account shall be decreased by the amount of expense or loss allocated to the Partner or his assignee pursuant to subparagraph (f)(i) above and subparagraph (vi) below and by the amount of any distribution received by the Partner or his assignee with respect to the Interest, other than on redemption of Interests.

(C)            When an Interest is redeemed, the tax basis account attributable to such Interest or redeemed portion of such Interest shall be eliminated.

(iii)         Capital gain shall be allocated first to each Partner who has redeemed an Interest during the fiscal year up to any excess of the amount received upon redemption of the Interest over the tax basis account maintained for the redeemed Interest.

(iv)         Capital gain remaining after the allocation in subparagraph (f)(iii) shall be allocated among all Partners whose capital accounts are in excess of their tax basis accounts after the adjustments in subparagraph (f)(iii) in the ratio that each such Partner’s excess bears to all such Partners’ excesses.  If the gain to be so allocated is greater than the excess of all such Partners’ capital accounts over all such tax basis accounts, the excess shall be allocated among all Partners in the ratio that each Partner’s capital account bears to all Partners’ capital accounts.

(v)          Capital loss shall be allocated first to each Partner who has redeemed an Interest during a fiscal year up to any excess of the tax basis account maintained for the redeemed Interest over the amount received upon redemption of the Interest.

(vi)         Capital loss remaining after the allocation in subparagraph (7)(v) shall be allocated among all Partners whose tax basis accounts are in excess of their capital accounts after the adjustments in subparagraph (7)(v) in the ratio that each such Partner’s excess bears to all such Partners’ excesses.  If the loss to be so allocated is greater than the excess of all tax basis accounts over all Partners’ capital accounts, the excess loss shall be allocated among all Partners in the ratio that each Partner’s capital account bears to all Partners’ capital account.

(vii)        Any gain or loss required to be taken into account in accordance with Section 1256 of the Code shall be considered a realized capital gain or loss for purposes of this Section 7(f).  Certain foreign currency gain or loss attributable to transactions specified in Section 988 of the Code, as amended, shall be treated as ordinary income or loss for the purposes of this Section 7(f).

(viii)       The tax allocations prescribed by this Section 7(f) shall be made to each holder of an Interest, whether or not the holder is a substituted Limited Partner.

(ix)          The allocation of profit and loss for federal income tax purposes set forth in this Agreement is intended to allocate taxable profit and loss among Partners generally in the ratio and to the extent that profit and loss are allocated to such Partners so as to eliminate, to the extent possible, any disparity between a Partner’s capital account and his tax basis account, consistent with principles set forth in Section 704 of the Code.

(g)           Expenses.  The Partnership shall bear all of its liabilities, costs and expenses.  Appropriate reserves may be created, accrued and charged against Net Asset Value for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner.  Any reserves shall reduce the Net Asset Value of an Interest for all purposes, including redemptions.

(h)           Limited Liability of Limited Partners.  Each Interest, when purchased in accordance with this Agreement, shall be fully paid and nonassessable.  Any provisions of this Agreement to the contrary notwithstanding, no Limited Partner shall be liable for Partnership obligations in excess of the capital

 winton futures fund, l.p. (us)    EXHIBIT A-5

contributed by him plus his share of profits remaining in the Partnership, if any, and any other amounts as he or she may be liable for pursuant to the Act.

(i)           Return of Limited Partners’ Capital Contributions.  Except to the extent that a Limited Partner shall have the right to withdraw capital in accordance with the terms of this Agreement, no Limited Partner shall have any right to demand the return of his capital contribution or any profits added thereto, except upon dissolution and termination of the Partnership.  In no event shall a Limited Partner be entitled to demand or receive property other than cash.

8.             Management of the Partnership.

The General Partner, to the exclusion of all Limited Partners, shall conduct the business of the Partnership.  No Limited Partner shall be entitled to any salary, draw or other compensation from the Partnership on account of his investment in the Partnership.  The General Partner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Partners (subject to the allocation provisions of this Agreement), shall execute various documents on behalf of the Partnership and the Partners pursuant to powers of attorney and supervise the liquidation of the Partnership if any event causing termination of the Partnership occurs.  In order to facilitate the foregoing, each Limited Partner shall execute a power of attorney as described in Paragraph 13.

The General Partner may cause the Partnership to buy, sell, hold or otherwise acquire or dispose Commodity Interests and, securities, debt obligations and other assets.  In addition, the General Partner on behalf of the Partnership may retain a trading manager to select trading advisors or the General Partner may select and retain trading advisors to make any or all trading decisions regarding the Partnership and may delegate complete trading discretion to the manager and/or trading advisors.  The General Partner may engage, and compensate on behalf of the Partnership from funds of the Partnership, persons, firms or corporations, including the General Partner and any affiliated person or entity, as in its sole judgment they shall deem advisable for the conduct and operation of the business of the Partnership. The General Partner is specifically authorized to enter into the Commodity Brokerage Agreement, the Advisory Contract and any selling agreement described in the Memorandum and each Limited Partner consents to the terms of those agreements (including, in particular, the fees set forth in those agreements).

The General Partner may subdivide or combine the Interests in its discretion, provided that no subdivision or combination shall affect the aggregate Net Asset Value of any Partner’s Interest in the Partnership.  The Partnership may issue multiple classes or series of Interests or, at the sole discretion of the General Partner, declare any Limited Partner a “Special Limited Partner.”  The fees charged to Special Limited Partners may be different than those charged to Limited Partners.

The objective of the Partnership is to achieve appreciation of its assets.  No assurance is given that the Partnership’s objective will be met.  In the future, the Partnership may retain one or more additional or replacement trading managers or trading advisors which may trade other Commodity Interests and use different trading strategies or systems.  If a new advisor is selected, the Partnership will notify all Limited Partners.  The Partnership’s ability to make a profit will depend largely on the success of its advisor or advisors in anticipating market trends and buying or selling accordingly.

If the General Partner shall, in its sole discretion, determine that any trading instruction issued by an advisor to the Partnership violates established the Partnership’s objectives, the General Partner may cause those trades to be reversed.

winton futures fund, l.p. (us)    EXHIBIT A-6

No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of their authority.

9.               Audits and Reports to Limited Partners.

The Partnership books shall be audited annually by an independent certified public accountant. The Partnership will use its best efforts to send:

    (a)      within ninety (90) days after the close of each fiscal year, certified financial statements (including a balance sheet and statement of income) of the Partnership for the fiscal year then ended;

    (b)tax information as is necessary for a Limited Partner to complete his federal income tax return; and

    (c)any other annual and monthly information as the Commodity Futures Trading Commission (CFTC) may by regulation require.

   The General Partner is authorized to expend Partnership funds to provide the foregoing information and to notify the Limited Partners of other information, as the General Partner may deem appropriate.  Limited Partners or their authorized representatives may inspect the Partnership books and records during normal business hours upon reasonable written notice to the General Partner.

10.             Assignability of Interests; Redemption of Interests.

  (a)         Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner.  No transfer of Interests may be made without the written consent of the General Partner.  No assignment or transfer will be permitted unless the General Partner is satisfied that:

(i)the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state;

(ii)notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and

(iii)    such transfer shall not cause the Partnership to become a publicly traded partnership under the Code.

 The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above.  All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor.  If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner.  Any request for assignment or transfer shall be in writing to the General Partner.  The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact.  The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein.  No assignee, except upon consent of the General Partner (which consent may be

 winton futures fund, l.p. (us)    EXHIBIT A7

withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests.  A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement.  Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner.  Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence.  If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled.  An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.

(b)Redemptions.  Limited Partners may require the Partnership to redeem some or all of their Interest at their Net Asset Value per Interest as of the end of any month on fifteen (15) days’ prior written notice to the General Partner.  The General Partner may declare additional redemption dates upon notice to the Limited Partners.  Redemptions will be paid only if:

(i)all liabilities, contingent or otherwise, of the Partnership (except any liability to Partners on account of their capital contributions) have been paid or there remains property of the Partnership sufficient to pay them, and

(ii)the General Partner has received a timely Request for Redemption, as defined below.

The General Partner may, but need not, permit redemption of partial Interests.  Upon redemption, a Partner (or any assignee of whom the General Partner has received notice as described below) shall receive from the Partnership for each Interest redeemed, an amount equal to the Net Asset Value of the Interest less any amount owing by such Partner (and assignees, if any) to the Partnership pursuant to Paragraph 16(b) hereof.  If redemption is requested by an assignee, all amounts owed under Paragraph 16(b) by the Partner to whom such Interest was sold by the Partnership, as well as all amounts owed by all other assignees who owned such Interest prior to the current assignee shall be deducted from the amount paid to such assignee upon redemption of his Interest.  As described above, an assignee shall not be entitled to redemption until the General Partner has received written notice of the assignment, transfer or disposition under which the assignee claims an interest in the Interests to be redeemed and shall have no claim against the Partnership or the General Partner with respect to distributions or amounts paid on redemption of Interests prior to the receipt by the General Partner of the notice.

 As used in this Agreement, a Request for Redemption shall mean a letter, in the form specified by the General Partner, sent by a Limited Partner (or any assignee of whom the General Partner have received a written notice as described above) and received by the General Partner at least fifteen (15) days, or such lesser period as shall be acceptable to the General Partner, in advance of the requested effective date of redemption.  A form of Request for Redemption is included in the Memorandum.  Additional forms of Request for Redemption may be obtained by written request to the General Partner.

The Partnership or the General Partner may call and redeem Interests owned by any or all Limited Partners at their Net Asset Value on the date of the call.

 winton futures fund, l.p. (us)    EXHIBIT A-8

Payment generally will be made within thirty (30) business days after the effective date of redemption, except that under special circumstances, including but not limited to inability to liquidate commodity positions as of a date of redemption, including a special redemption date, or default or delay in payments due the Partnership from commodity brokers, banks, commodity pools or other persons, the Partnership may in turn delay payment to Partners requesting redemption of Interests of the proportionate part of the Net Asset Value of the Interests equal to that proportionate part of the Partnership’s Net Asset Value represented by the sums which are the subject of such default or delay.

11.           Offering of Interests of Limited Partnership Interest.

The General Partner, on behalf of the Partnership, shall (a) use its best efforts to qualify or exempt Interests for sale under the securities laws of the States of the U. S. or other jurisdictions as the General Partner shall deem advisable and (b) take action with respect to the matters described above as the General Partner shall deem advisable or necessary.

The General Partner is authorized to take the actions and make arrangements for the sale of the Interests as it deems appropriate, subject to the provisions of Paragraph 12.

12.           Admission of Additional Partners.

After the initial offering of Interests has been terminated by the General Partner, the General Partner may, in its discretion, make additional offerings of the Interests.  Pursuant to Paragraph 10, the General Partner may consent to and admit any assignee of Interests as substituted Limited Partners.

Additional or substitute general partners may be admitted to the Partnership pursuant to Paragraph 17.  Upon the admission of any substitute or additional general partner or general partners, this Agreement shall be amended (and each Limited Partner consents to such amendment) so that the provisions of this Agreement shall apply to such general partner or general partners in the same manner as now applicable to the General Partner, to the extent practicable.

13.           Special Power of Attorney.

Each Limited Partner by executing this Agreement does irrevocably constitute and appoint the General Partner with power of substitution, as his true and lawful attorney-in-fact, in his name, place and stead to:

 (a)      execute, acknowledge, swear to (and deliver as may be appropriate) on his behalf and file and record in the appropriate public offices and publish (as may be appropriate):

(i)this Agreement, including any amendments adopted as provided herein,

(ii)certificates of limited partnership in various jurisdictions, and amendments thereto, and certificates of assumed name or doing business under a fictitious name with respect to the Partnership,

(iii)all conveyances and other instruments which the General Partner deems appropriate to qualify or continue the Partnership in the jurisdictions in which the Partnership may conduct business which may be required to be filed by the Partnership or the Partners under the laws of any jurisdiction to reflect the dissolution or termination of the Partnership or to reorganize or refile the Partnership in a different jurisdiction, provided that the reorganization or refiling does not result in a material change in the rights of the partners;

 winton futures fund, l.p. (us)    EXHIBIT A-9

(b)admit additional Limited Partners and, to the extent that it is necessary  under the laws of any jurisdiction, to file amended certificates or agreements of limited partnership or other instruments to reflect such admission, to execute, file and deliver such certificates, agreements and instruments;

(c)file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Partnership;  and

(d)enter into agreements with third parties (including affiliates of the General Partner) to carry out the Partnership’s business.

The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an Interest and shall survive the incapacity or death of a Limited Partner.  Each Limited Partner agrees to be bound by any representation made by the General Partner and by any successor thereto, acting in good faith pursuant to such Power of Attorney, and each Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney.  In addition to this Power of Attorney, each Limited Partner agrees to execute a special Power of Attorney on a document separate from this Agreement.  The form of Power of Attorney to be executed is included in the Subscription Agreement attached to the Memorandum.  In the event of any conflict between this Agreement and any instruments filed by such attorney pursuant to the Power of Attorney granted in this Paragraph 13, this Agreement shall control.

14.           Withdrawal of a Partner.

The Partnership shall be dissolved and terminate upon the withdrawal, dissolution, admitted or court decreed insolvency or the removal of the General Partner (unless the Partnership is continued pursuant to the terms of Paragraph 17).  In addition, the General Partner may withdraw from the Partnership at any time on written notice in person, by first class mail, postage prepaid or express mail, to each Limited Partner (without breach of this Agreement) and the withdrawal will be effective on the date set forth in the Notice or if no date is given on the 90th day following the date on which the notice is given or mailed.  The death, incompetency, withdrawal, insolvency or dissolution of a Limited Partner shall not terminate or dissolve the Partnership, and a Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or value the Limited Partner’s Interest in the Partnership except as provided in Paragraph 10.  Each Limited Partner (and any assignee of a Limited Partner’s Interest) waives on behalf of himself and his estate, and directs the legal representatives of his estate and any person interested therein to waive, the furnishing of any inventory, accounting or appraisal of the assets of the Partnership and any right to an audit or examination of the books of the Partnership other than as provided for in this Agreement.

15.           No Personal Liability for Return of Capital.

The General Partner shall not be liable for the return or repayment of all or any portion of the capital or profits of any Partner (or assignee), it being expressly agreed that any return of capital or profits made pursuant to this Agreement shall be made solely from the assets (which shall not include any right of contribution from the General Partner) of the Partnership.

16.           Indemnification.

(a)           By the Partnership.  The General Partner, and any Affiliate of the General Partner engaged in the performance of services on behalf of the Partnership, shall be indemnified for any liability or loss suffered by the General Partner or such Affiliate and shall have no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of the General Partner or such Affiliate if (i) the General Partner has determined, in good faith, that such course of

winton futures fund, l.p. (us)    EXHIBIT A-10

conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by the General Partner or any such Affiliate.

Notwithstanding the foregoing, the General Partner, and any Affiliate engaged in the performance of services on behalf of the Partnership, shall not be indemnified by the Partnership for any liability imposed by judgment, and costs associated therewith, including attorney’s fees, arising from or out of a violation of state or federal securities laws or rules.  The General Partner and such Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made.

Any amounts payable to the General Partner or its Affiliates pursuant to the foregoing are recoverable only out of the assets of the Partnership and not from the Limited Partners.  The Partnership shall not incur the cost of that portion of liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are prohibited from being indemnified.

The Partnership may advance to the General Partner and its Affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its Affiliates is permissible if the following conditions are satisfied:  (i) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Partnership; (ii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.

For the purpose of this Section 16, the term “Affiliate(s)” shall mean any persons performing services on behalf of the Partnership who:  (i) directly or indirectly controls, is controlled by, or is under common control with the General Partner; or (ii) owns or controls 10% or more of the outstanding voting securities of the General Partner; or (iii) an officer or director of the General Partner; or (iv) is a company for which the General Partner is an officer, director, partner or trustee.

(b)           By the Partners.  If the Partnership is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s (or assignee’s) actions unrelated to the Partnership’s business, the Partner (or assignees, cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including reasonable attorney’s fees.  In addition, if the Partnership is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Partner’ status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then such Partner shall indemnify the Partnership in full for the entire amount paid (including without limitation, any interest, penalties and expenses associated with such payments).  The amount to be indemnified shall be charged against the Capital Account of such Partner, and, at the option of the General Partner, either:

(i)           promptly upon notification of an obligation to indemnify the Partnership, such Partner shall make a cash payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Partner’s Capital Account), or

(ii)          the Partnership shall reduce subsequent distributions which would otherwise be made to the Partners, until the Partnership has recovered the amount to be indemnified, or

(iii)the Partnership shall redeem sufficient Interests held by such Partner and retain the proceeds for its benefit up to the amount needed for the Partnership to recover the amount to be indemnified.

winton futures fund, l.p. (us)    EXHIBIT A-11

17.           Amendments; Meetings.

(a)Amendments with Consent of the General Partner.  If at any time during the term of the Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument signed by the General Partner and by Limited Partners owning more than 50% of the Interests then owned by the Limited Partners and if made in accordance with and to the extent permissible under the Act.  Such approvals may be obtained by the General Partner by means of written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment.  Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 16, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled.  In addition, reduction of the capital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent.  No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient.  The General Partner may, but is not required to, amend this Agreement without the consent of the Limited Partners in order to:

(i)clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the Agreement and the Memorandum);

(ii)     add to the representations, duties or obligations of the General Partner or surrender any right or power of the General Partner for the benefit of the Limited Partners;

(iii)    amend this Agreement to effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations;

(iv)    attempt to ensure that the Partnership is not taxed as an association for federal income tax purposes and to prevent the Partnership from becoming classified as a publicly traded partnership;

(v)qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction;

(vi)    delete or add any provision of or to this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or any other federal agency or any state “Blue Sky” official or similar official or in order to opt to be governed by any amendment or successor statute to the Act;

(vii)   change the name of the Partnership and make any modifications to this Agreement to reflect the admission of an additional or substitute general partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by paragraph 5 hereof;

(viii)   make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law;

(ix)      make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the

winton futures fund, l.p. (us)    EXHIBIT A-12

Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974 (ERISA); and

(x)       make any amendment necessary to obtain that Partnership income not be deemed to constitute “unrelated business taxable income” or be adversely affected by the “passive loss” rules under the Code.

(b)           Meetings.  Any Limited Partner upon written request addressed to the General Partner shall be entitled to obtain from the General Partner, at the Limited Partner’s expense, a list of the names and addresses of record of all Limited Partners; provided that the Limited Partner represents that the list will not be used for commercial purposes.  Upon receipt of a written request, signed by Limited Partners owning at least 10% of the Interests then owned by Limited Partners, that a meeting of the Partnership be called to vote upon any matter which the Limited Partners may vote upon pursuant to this Agreement, the General Partner shall, by written notice to each Limited Partner of record mailed within fifteen days after such receipt, call a meeting of the Partnership.  The meeting shall be held at least thirty but not more than sixty days after the mailing of the notice, and the notice shall specify the date of, a reasonable place and time for, and the purpose of the meeting.

(c)           Amendments and Actions without Consent of the General Partner.  At any meeting called pursuant to Paragraph 16(b), upon the affirmative vote (which may be in person or by proxy) of Limited Partner owning more than 50% of the Interests then owned by the Limited Partners (or as otherwise provided for by state law), the following actions may be taken, irrespective of whether the General Partner concurs:

(i)this Agreement may be amended in accordance with and only to the extent permissible under the Act, provided, however, that consent of all Limited Partners shall be required in the case of amendments which require the consent of all Limited Partners, i.e., changing or altering this Paragraph 17, extending the term of the Partnership, reducing the capital account of any Partner or modifying the percentage of profits, losses or distributions to which any Partner is entitled; in addition, reduction of the capital account of any assignee or modification of the percentage of profits, losses or distributions to which an assignee is entitled shall not be effected by amendment or supplement to this Agreement without such assignee’s consent;

(ii)the Partnership may be dissolved;

(iii)    the General Partner may be removed and replaced;

(iv)    a new general partner or general partners may (to the extent permitted by the Act) be elected if the General Partner elects to withdraw from the Partnership;

(v)     the sale of all or substantially all of the assets of the Partnership may be approved; and

(vi)    any contract for services with the General Partner or its affiliates may be canceled on sixty (60) days written notice without penalty.

 If the General Partner is removed or withdraws, its General Partnership Interest shall be valued on an Interest-equivalent basis and immediately redeemed.

18.           Governing Law.

The validity and construction of this Agreement shall be determined and governed by the laws of the State of Colorado.

 winton futures fund, l.p. (us)    EXHIBIT A-13

19.           Miscellaneous.

(a)         Priority among Limited Partners. No Limited Partner shall be entitled to any priority or preference over any other Limited Partner in regard to the affairs of the Partnership, except to the extent that this Agreement may be deemed to establish a priority or preference.

(b)Notices.  All notices under this Agreement shall be in writing and, except as set forth in the following sentence, shall be effective upon personal delivery, or if sent by first class mail, postage prepaid addressed to the last known address of the party to whom the notice is to be given, upon the deposit of the notice in the U.S. mails.  Requests for Redemption and notices of assignment, transfer or disposition of Interests or any interest therein shall be effective upon receipt by the General Partner.  Any notice required to be sent or received under this Agreement shall, for purposes herein, be deemed to have been sent or received if sent or received by the General Partner.

(c)Binding Effect. This Agreement shall inure to and be binding upon all of the parties, their successors and assigns, custodians, heirs and personal representatives.  For purposes of determining the rights of any Partner or assignee, the Partnership and the General Partner may rely upon the Partnership records as to who are Partners and assignees and all Partners and assignees agree that their rights shall be determined and that they shall be bound thereby, including all rights which they may have under Paragraph 10 to 17 hereof.

(d)      Captions. Captions in no way define, limit, extend or describe the scope of this Agreement nor the effect of any of its provisions.

IN WITNESS WHEREOF, the parties have executed this First Amended Agreement of Limited Partnership as of the date and year first above written.

GENERAL PARTNER:                                                                           LIMITED PARTNER:

Altegris Portfolio Management, Inc.

By: /s/Robert J. Amedeo                  __                                                By: /s/ Jon Sundt___________

           Robert J. Amedeo, Vice President                                                        Jon Sundt

 winton futures fund, l.p. (us)    EXHIBIT A-14

EX-10.1

Exhibit 10.1

WINTON FUTURES FUND, L.P. (US)

ADVISORY CONTRACT

This agreement made as of this 12 day of April 1999, between Winton Futures Fund, L.P. (US) (the Partnership), Rockwell Futures Management, Inc. (the General Partner) and Winton Capital Management, Limited (the Advisor) is made on the following premises, terms and conditions:

RECITALS

WHEREAS, the Partnership has been organized to trade speculatively commodity interests including spot and forward contracts on foreign currencies and derivative instruments thereon, as defined in the Partnership’s Agreement of Limited Partnership (Commodity Interests); and

WHEREAS, the General Partner is, pursuant to the Partnership’s Agreement of Limited Partnership, authorized to utilize the services of an advisor in connection with the Commodity Interest trading activities of the Partnership; and

WHEREAS, the Advisor’s current business is advising and making trading decisions with respect to the purchase and sale of Commodity Interests; and

WHEREAS, the Partnership and the Advisor wish to enter into this agreement in order to set forth the terms and conditions upon which the Advisor will render and implement advisory and management services in connection with the conduct by the Partnership of certain of its Commodity Interest trading activities during the term of this agreement;

NOW, THEREFORE, the parties hereto agree as follows:

AGREEMENTS

1.           Preparation of Offering Memorandum.  The Advisor will cooperate with the Partnership in the Partnership’s endeavors (a) to prepare or cause to be prepared an Offering Memorandum relating to the offer and sale by the Partnership of Limited Partnership Interests (the Interests) and to prepare or cause to be prepared such amendments or supplements to the Offering Memorandum as are deemed necessary by the Partnership and the General Partner, each such amended disclosure document being deemed an Offering Memorandum as that term is used in this agreement; and (b) to furnish any supplemental information as may be reasonably requested by the Securities & Exchange Commission (SEC) or by any securities division or examiner thereof in any state where sales of the Interests are contemplated.

The Advisor agrees to make all necessary disclosures regarding itself, its principals, its trading performance, customer accounts and otherwise as are required to be made for registration or exemption of the Interests under federal and state securities laws.

2.           Termination.  Notwithstanding the foregoing, the Partnership or the General Partner on its behalf may withdraw the Offering Memorandum or terminate the offering of the

Interests at any time. Upon any such withdrawal or termination, this agreement shall terminate and neither the Partnership nor the General Partner shall have any obligation to the Advisor.

3.           Certain Representations and Warranties.

a.           The Advisor represents and warrants to the Partnership, and the General Partner and the Partnership’s Selling Agents and agrees that:

(i)           The Advisor has supplied, and has made available for review by the General Partner or its agents substantially all documents, statements, agreements, confirmations and workpapers relating to all accounts managed by the Advisor and any other persons or entities controlled by the Advisor which have heretofore been requested by the General Partner. The Advisor agrees to make available to the Partnership’s certified public accountants such information as is necessary to update his past performance tables, subject to receipt of assurances of confidentiality.

(ii)           The Advisor is a United Kingdom company, in good standing with full power and authority to enter into this agreement and to conduct its business as described in the Offering Memorandum. This agreement has been duly and validly authorized, executed and delivered on behalf of the Advisor and is a binding agreement of the Advisor, enforceable in accordance with its terms.

(iii)          To the best of the Advisor’s knowledge and belief all of the information about the Advisor as delivered to the General Partner in writing about the Advisor is true, accurate, and complete in all material respects and does not contain any misleading or untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Except as otherwise disclosed by the Advisor in writing to the General Partner, the actual performance of all accounts directed by the Advisor and its principals during the period of time covered by the Advisor’s performance capsules contained in the Offering Memorandum and the explanations and footnotes thereto are complete, fairly presented and are true, correct, and complete in all material respects.

(iv)          The representations and warranties made in this agreement by the Advisor shall be continuing during the term of this agreement and if at any time any event has occurred which would make or tend to make any of the representations and warranties in this agreement not true, of which the Advisor has knowledge or should reasonably have knowledge, the Advisor will promptly notify the General Partner. The Advisor acknowledges that the indemnities provided in this agreement by the General Partner and the Partnership to the Advisor shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon the Advisor’s material misrepresentations, omissions or breach of any warranty in this agreement.

b.           The General Partner represents and warrants that:

(i)           All references to it in the Offering Memorandum are accurate in all material respects and as to itself, the Offering Memorandum does not contain any untrue

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statement of a material fact or omit to state a material fact which is necessary to make the statements therein not misleading.

(ii)           It is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to perform its obligations under this agreement.

(iii)          It has the capacity and authority to enter into this agreement.

(iv)          This agreement has been duly and validly authorized, executed and delivered on its behalf and is a valid and binding agreement of itself, enforceable in accordance with its terms.

(v)           It will not, by acting in accordance with this agreement with respect to the Partnership, breach or cause to be breached any undertaking, agreement, contract, statute, rule or regulation by which it is a party or by which it is bound which would materially limit or affect the performance of its duties under this agreement.

(vi)          The representations and warranties made in this agreement by the General Partner shall be continuing during the term of this agreement and if at any time any event has occurred which would make or tend to make any of the representations and warranties in this agreement not true, of which the General Partner has knowledge or should reasonably have knowledge, the General Partner will promptly notify the Advisor. The General Partner acknowledges that the indemnities provided in this agreement by the Advisor to the General Partner shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon the General Partner’s material misrepresentations, omissions or breach of any warranty in this agreement.

c.           The Partnership represents and warrants that:

(i)           The Offering Memorandum does not contain any untrue statement of a material fact or omit to state a material fact which is necessary to make the statements therein not misleading, except that the foregoing representation does not apply to any statement or omission concerning the Advisor in any amendment or supplement thereto, made in reliance upon, and in conformity with information furnished to the Partnership by or on behalf of the Advisor expressly for use in such amendment or supplement.

(ii)           The Partnership is a limited partnership duly organized under the laws of the state of Colorado and has full power and authority to perform its obligations under this agreement.

(iii)           The Partnership has the capacity and authority to enter into this agreement.

(iv)           This agreement has been duly and validly authorized, executed and delivered on behalf of the Partnership and is a valid and binding agreement of the Partnership, enforceable in accordance with its terms.

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(v)           The Partnership will not, by entering into this agreement, breach or cause to be breached any undertaking, agreement, contract, statute, rule or regulation to which they are a party or by which they are bound which would materially limit or affect the performance of their duties under this agreement.

(vi)           The Partnership will comply with all laws, rules, regulations and orders applicable to the offer or sale of Interests during the offering period in all jurisdictions in which Interests are sold.

(vii)          The representations and warranties made in this agreement by the Partnership shall be continuing during the term of this agreement and if at any time any event has occurred which would make or tend to make any of the representations and warranties in this agreement not true, of which the Partnership has knowledge or should reasonably have knowledge, the Partnership will promptly notify the Advisor. The Partnership acknowledges that the indemnities provided in this agreement by the Advisor to the Partnership shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon the Partnership’s material misrepresentations, omissions or breach of any warranty in this agreement.

(viii)         The Partnership will make all disclosures required by law pertaining to the selection of the Advisor as a trading advisor for the Partnership.

As used in this agreement, the terms “principal” and “direct” shall have the same meaning given to such terms in Section 4.10(e) and (f) of the Regulations under the Commodity Exchange Act and the term “affiliate” shall mean an individual or entity (including a stockholder, director, officer, employee, agent or principal) that directly or indirectly controls, is controlled by or is under common control with any other individual entity.

4.           Duties of the Advisor.  Upon allocation of assets to the Advisor, the Advisor shall have sole authority and responsibility for directing the Partnership’s commodity trading activities for the period set forth in this agreement and in accordance with the objectives set forth in the Offering Memorandum. If the General Partner, in its sole discretion, determines that any trading instructions issued by the Advisor violate those objectives, then upon prior notice to the Advisor, the General Partner may cause any position placed in violation to be reversed. The Advisor will exercise its best efforts in determining the trades in Commodity Interests with respect to the Partnership’s assets allocated to it. The Advisor has advised the Partnership that the past performance of the Advisor and its principals as set forth in the Offering Memorandum is the result of the Advisor’s trading methods as modified and refined from time to time. Material changes in those trading methods will not be made without prior written notice to the General Partner. Changes in Commodity Interests traded shall not be deemed material changes in trading policies. The Advisor shall use the trading program described in the Offering Memorandum in trading the Partnership’s account. Until further notice, all trades for the account of the Partnership shall be cleared through E.D.& F. Man International, Inc. The Partnership may engage other brokers to execute orders and give such orders up to E.D.& F. Man International, Inc. All give-up fees will be paid by the Partnership.

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5.           Independence of the Advisor.  The Advisor shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Partnership in any way or otherwise be deemed an agent of the Partnership. The Advisor shall not offer or sell or solicit any offers to purchase Partnership Interests. The parties acknowledge that the Advisor has not, either alone or in conjunction with the General Partner, been an organizer or promoter of the Partnership. Nothing herein contained shall be deemed to require the Partnership to take any action contrary to its Agreement of Limited Partnership, its Certificate of Limited Partnership or any applicable statute, regulation or exchange rule.

6.           Compensation.  In consideration of and in compensation for all of the services to be rendered by the Advisor to the Partnership under this agreement, the Partnership agrees that it will pay to the Advisor an incentive fee of 20% of quarterly Trading Profits attributable to each outstanding Interest, as defined below.

Trading Profits (for purposes of calculating the Advisor’s incentive fees only) during a calendar quarter means:

· cumulative realized and change in unrealized profits and losses during the quarter which result from the Advisor’s trading (over and above the aggregate of previous period profits as of the end of any prior quarter);

· less brokerage commissions and fees;

· less interest received by the Partnership.

Incentive fees are calculated separately for each Partner’s Interest. If trading profits for a quarter as to an Interest are negative, such losses shall constitute a “Carryforward Loss” for the beginning of the next quarter. No incentive fees are payable as to any Interest until future trading profits, as to that Interest, for the following quarters exceed any Carryforward Loss. Therefore, the Advisor will not receive an incentive fee unless it generates new profits for an Interest.

The Advisor shall not receive any commissions, compensation, remunerations or payments whatsoever from any broker with whom the Partnership carries an account for any transactions executed in the Partnership’s account.

7.           Right to Advise Others.  The Advisor’s present business is advising with respect to the purchase and sale of Commodity Interests. The services provided by the Advisor under this agreement are not to be deemed exclusive. The General Partner acknowledges that, subject to the terms of this agreement, the Advisor will continue to render advisory, consulting and management services to other clients. The Advisor advises and will continue to advise others and manage other accounts, including accounts owned by the Advisor, its employees and affiliates, and other publicly offered and private pools during the term of this agreement and to use the same information, computer programs and trading strategy which it obtains, produces or utilizes in the performance of services for the Partnership. The Advisor represents and warrants that (i) in rendering consulting, advisory and management services to other accounts and entities, the Advisor will use its best efforts to achieve an equitable treatment of all accounts and will use a

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fair and reasonable system of order entry for all accounts and (ii) it will not deliberately use any trading strategies for the Partnership which it or its principals know are inferior to those employed by other accounts. Partnership acknowledges that different trading programs may produce different results.

8.           Records of the Partnership.  The General Partner will instruct the Partnership’s broker to furnish copies of all trade confirmations and monthly trading reports to the Advisor. The Advisor will maintain a record of all trading orders and will monitor the Partnership’s open positions with respect to its Net Assets. Upon the reasonable request of the General Partner, the Advisor shall permit the General Partner or its agents to inspect the trading records of the Advisor, at the offices of the Advisor. If the General Partner believes it is necessary to confirm that the Partnership is being equitably treated by the Advisor, including with respect to any modifications of trading strategies resulting from speculative position limits and with respect to the assignment of priorities of order entry to the Advisor’s accounts, the General Partner may select an independent certified public accounting firm under a confidentiality agreement acceptable to the Advisor at the Partnership’s expense to determine the accuracy of the Advisor’s performance record. Such review of the records of the Advisor shall take place at a reasonable time as determined by the Advisor.

Prior to the commencement of trading by the Advisor for the Partnership, the General Partner shall deliver to the Advisor, and renew when necessary, a Trading Authorization appointing the Advisor the Partnership’s sole agent and attorney-in-fact to trade Commodity Interests as described herein.

9.           Term.  Either party may terminate this agreement upon written notice. If this agreement is terminated, the Advisor shall be entitled to, and the Partnership shall pay, the quarterly management and incentive fee computed as if the effective date of termination were the last day of then current calendar quarter.

10.           Indemnity.

(a)           In any threatened, pending or completed action, suit, or proceeding to which the Advisor or its principals are parties or are threatened to be made parties by reason of the fact that the Advisor is an advisor of the Partnership, the Partnership shall indemnify and hold harmless, subject to a subsection (b) of this section 10, the Advisor and its principals against any loss, liability, damage, cost, expense (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding if the Advisor or its principals acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Partnership, and provided that their conduct does not constitute negligence or a breach of their fiduciary obligations. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Advisor or its principals did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Partnership.

(b)           Any indemnification under subsection (a) above, unless ordered by a court or administrative forum, shall be made by the Partnership only as authorized in the specific case

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and only upon a determination by mutually acceptable independent legal counsel in a written opinion that indemnification is proper in the circumstances because the Advisor has met the applicable standard of conduct set forth in subsection (a) above.

(c)           If the Advisor has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) above, or in defense of any claim, issue or matter therein, the Partnership shall indemnify it against the expenses, including attorneys’ and accountants’ fees, actually and reasonably incurred by it in connection therewith.

(d)           The Advisor agrees to indemnify, defend and hold harmless the Partnership, the General Partner and its principals against all liabilities incurred by them by reason of any act or omission of the Advisor relating to the General Partner or the Partnership or resulting from any breach of this Agreement by the Advisor (including costs and expenses of investigating and defending any claims, demand or suit and attorneys’ and accountants’ fees) if there has been a final judicial or regulatory determination that the act or omission violated the terms of this agreement or involved negligence, fraud, recklessness or intentional misconduct on the part of the Advisor.

(e)           If any claim, dispute or litigation arises between the Advisor and any party other than the Partnership or the General Partner, which claim, dispute or litigation is unrelated to the Partnership’s business, and if the Partnership or the General Partner are made a party to the claim, dispute or litigation by the other party, the Advisor shall defend any actions brought in connection therewith on behalf of the Partnership and/or the General Partner who agrees to cooperate in the defense thereof and the Advisor shall indemnify and hold harmless the Partnership, the General Partner and their principals from and with respect to any amounts awarded to any party. If any claim, dispute or litigation arises between the Partnership and/or the General Partner and any party other than the Advisor which claim, dispute or litigation is unrelated to the Advisor’s business, and if the Advisor is made a party to the claim, dispute or litigation by the other party, the Partnership shall defend any actions brought in connection therewith on behalf of the Advisor or its principals, each of whom agree to cooperate in the defense thereof and the Partnership shall indemnify and hold harmless the Advisor and its principals from and with respect to any amounts awarded to such other party. Notwithstanding any other provision of this subsection, if, in any claim as to which indemnity is or may be available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim and shall be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim.

(f)           None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification (Indemnitee) without the prior consent of the party obligated to indemnify the other party (Indemnitor); provided, however, that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay the amount in settlement as it shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by the Indemnitor of any loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) incurred by the

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Indemnitee in connection with the settlement to the extent the loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) was caused by or based upon violation of this agreement by the Indemnitor or violation of the standard of conduct set forth herein. Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to offer to settle any matters and if the Indemnitor successfully negotiates a settlement with the third party claimant and tenders payment therefore to the Indemnitee, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Indemnitor to the Indemnitee shall be the amount of said proposed settlement.

(g)           The foregoing provisions for indemnification shall survive the termination of this agreement.

11.           Complete Agreement.  This agreement shall constitute all agreements between the Advisor and the Partnership and no other agreement, verbal or otherwise, shall be binding upon the parties to this agreement.

12.           Assignment and Successors.  This agreement may not be assigned nor the duties hereunder delegated by either party without the express written consent of the other party. This agreement is made solely for the benefit of, and shall be binding upon, the parties and their respective successors and assigns, and no other person shall have any right or obligation under it.

13.           Amendment.  This agreement may not be amended except by the written instrument signed by the parties.

14.           Notices.  All notices required to be delivered under this agreement shall be sent by facsimile transmission with hard copy then sent by express courier or by registered or certified mail, postage prepaid, return receipt requested, to (i) the Advisor at Winton Capital Management, Limited, 1a St Mary Abbot’s Place, London W8 6LS, United Kingdom (ii) the General Partner or the Partnership c/o Rockwell Futures Management, Inc., 1202 Bergen Parkway, Suite 212, Evergreen Co 80439, or to any other address and facsimile designated by the party to receive the same by written notice similarly given.

15.           Notice of Threatened, Pending or Completed Actions, Suits or Proceedings.

(i)           The General Partner will immediately give written notice to the Advisor of (i) any threatened, pending or completed action, suit or proceeding to which the Partnership was or is a party or is threatened to be a party and (ii) any judgments or amounts paid by the Partnership in settlement in connection with any such threatened, pending or completed action, suit or proceeding.

(ii)           The Advisor will immediately give written notice to the General Partner of any material, (i) threatened, pending or completed action, suit or proceeding to which the Advisor was or is a party or is threatened to be a party and (ii) judgments or amounts paid by the Advisor in settlement in connection with any such threatened, pending or completed action, suit or proceeding.

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(iii)          Written notices required to be given pursuant to this section shall contain all pertinent information concerning the threatened, pending or completed action, suit or proceeding and, in the case of any pending or completed action, suit or proceeding, shall include a copy of the complaint, petition or similar documents asserting a claim.

(iv)          The General Partner and the Advisor agree to use their best efforts to maintain the confidentiality of notices received pursuant to this section 15 and agree not to disclose the contents of such notices to persons other than their affiliates, or except as may be required, in their good faith judgment, by any applicable law or regulation.

16.           Governing Law.  Consent to Jurisdiction.  Each of the parties irrevocably:

a.           consents to any suit, action or proceeding with respect to this Agreement being brought in the United States District Court for the District of Colorado in Denver, Colorado (the District Court);

b.           waives to the fullest extent permitted by the law governing this Agreement any objection that it or he may have now or hereafter to the laying of the venue of any such suit, action or proceeding under clause (a) above in any such court and any claim that any such suit, action or proceeding under clause (a) above has been brought in an inconvenient forum;

c.           acknowledges the competence of any such court, submits to the jurisdiction of any such court in any such suit, action or proceeding and agrees that the final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon it or him and may be enforced in the courts of the jurisdiction in which such entity’s or person’ principal office or residence is located, subject to any provision of the law of such jurisdictions or general applicability relating to enforcement proceedings, or in the District Court and that a certified or exemplified copy of such final judgment shall be conclusive evidence of the fact and of the amount of such entity’s or person’s obligation, provided that service of process is effected upon such corporation or person in the manner specified below or as otherwise permitted by law.

d.           to the extent that such entity or person has acquired or hereafter may acquire any immunity from the jurisdiction of any such court or from any legal process therein, waives such immunity, to the fullest extent permitted by law, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that (i) such entity or person is not personally subject to the jurisdiction of the above-named court, (ii) if or he is immune from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to such entity or person or the property of such entity or person or (iii) this Agreement or the subject matter hereof may not be enforced in or by such court; and

e.           consents to the service of process in any such suit, action or proceeding in said courts by the mailing thereof by registered or certified mail, postage prepaid, to such entity or person at the address the parties agree to and specify in writing, or such other address as to which the server of such process shall have been notified by the recipient of such process in a written notice which makes reference to this Agreement.

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This agreement shall be deemed to be made under and construed in accordance with the law of the State of Colorado and shall be deemed to be made under and construed in accordance with the law of the State of Colorado without regard to its conflicts of laws or provisions.

WINTON FUTURES FUND, L.P. (US)
By:  ROCKWELL FUTURES MANAGEMENT, INC.		WINTON CAPITAL MANAGEMENT, LIMITED
Its general partner
By:	/s/  Robert Amedeo	By:	/s/ David W.  Harding
Robert Amedeo, President		David W. Harding, Managing Director

ROCKWELL FUTURES MANAGEMENT, INC.
Its general partner
By:	/s/ Robert Amedeo
Robert Amedeo, President

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WINTON FUTURES FUND, L.P. (US)

TRADING AUTHORIZATION

Winton Capital Management, Limited

la St. Mary Abbot’s Place

London W8 6LS

United Kingdom

Gentlemen:

Winton Futures Fund, L.P. (US) does hereby make, constitute and appoint you as its attorney-in-fact to purchase and sell Commodity Interests in accordance with the Advisory Contract between us dated April 12,1999 through E.D. & F. Man International, Inc., or such other broker or dealer as designated by the Partnership’s General Partner.

Very truly yours,

WINTON FUTURES FUND, L.P. (US)
By: Rockwell Futures Management, Inc.
its General Partner
By:	/s/ Robert J. Amedeo
Robert J. Amedeo, President

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WINTON FUTURES FUND, L.P. (US)

TRADING AUTHORIZATION

Winton Capital Management, Limited

1-5 St. Mary Abbot’s Place

London W8 6LS

United Kingdom

Gentlemen:

Winton Futures Fund, L.P. (US) (the Partnership) does hereby make, constitute and appoint you as its attorney-in-fact to purchase and sell Commodity Interests in accordance with the Advisory Contract between us dated June 20, 2005 through Man Financial Inc., or such other broker or dealer as designated by the Partnership’s General Partner.

Very truly yours,

WINTON FUTURES FUND, LP.  (US)

By:  Altegris Portfolio Management, Inc.

        its General Partner

By:  /s/  Robert J. Amedeo

       Robert J. Amedeo, President

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WINTON FUTURES FUND, L.P. (US)

ADVISORY CONTRACT

This agreement dated as of June 1, 2008 amends the advisory contract (the Advisory Contract) made as of the 12th day of April 1999, among Winton Futures Fund, L.P. (US) (the Partnership), Rockwell Futures Management, Inc., now Altegris Portfolio Management Inc. (the General Partner) and Winton Capital Management Limited (the Advisor) and replaces the amendment to the Advisory Contract dated June 20, 2005.

RECITALS

WHEREAS, the Partnership, the General Partner and the Advisor have entered into the Advisory Contract pursuant to which the Partnership has given the Advisor discretion over its account to trade commodity interests including spot and forward contracts on foreign currencies and derivative instruments thereon, as defined in the Partnership's Offering Memorandum (Commodity Interests); and

WHEREAS, the Partnership has added a third class of Partnership interests (Institutional Interests) that it will commence offering to prospective subscribers; and

WHEREAS, the Partnership has raised the fees that it will charge the capital accounts of Limited Partners that are admitted to the Partnership after June 1, 2008 and will begin paying the Advisor a management fee on all classes of Interests sold after such date; and

WHEREAS the parties wish to amend the Advisory Contract in order to reflect the fee change.

AGREEMENTS

The parties agree:

1.           Paragraph 6 of the Advisory Contract and the amendment thereto dated June 20, 2005 are deleted and replaced in their entirety by an amended Paragraph 6 which now reads as follows:

In consideration of and in compensation for all of the services to be rendered by the Advisor to the Partnership under this agreement, the Partnership and the General Partner agree that the Advisor will be paid the following compensation:

A.           The Partnership will pay the Advisor a monthly management fee of 0.0833% of the management fee net asset value of the month-end capital account balance of each Class A Interest (1% annually) that was admitted to the Partnership prior to July 1, 2008.

B.           The General Partner will pay the Advisor 0.083% per month (1 % annually) of the management fee net asset value of the month-end capital account balance of each Class B Interest (1% annually) that was admitted to the Partnership prior to July 1, 2008.

C.           The Partnership will pay the Advisor a monthly management fee of 0.0833% of the management fee net asset value of the month-end capital account balance of any Interest (1.0% annually) admitted to the Partnership after July1, 2008.

D.            In addition, as of the end of each calendar quarter, the Partnership will pay to the Advisor an incentive fee charged against each Limited Partner’s capital account (regardless of the date of purchase ) in the amount of 20% of the Trading Profits, if any, allocable to each of the outstanding Interests.

The terms “management fee net asset value” and “Trading Profits” shall have the meanings ascribed to them in the Partnership’s June 2, 2008 Offering Memorandum.

2.  The remaining provisions of the Advisory Contract shall remain in full force and effect.

WINTON FUTURES FUND, L.P. (US)
By: Altegris Portfolio Management Inc.        Its general partner	WINTON CAPITAL MANAGEMENT, LIMITED
By: ____________________________	By: __________________________________
Robert J. Amedeo, Vice President
Altegris Portfolio Management, Inc.
By: ____________________________
Robert J. Amedeo, Vice President

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EX-10.2

Exhibit 10.2

INTRODUCING BROKER CLEARING AGREEMENT

THIS AGREEMENT is made as of this 3rd day of May 2007, by and between Fimat USA LLC (hereinafter referred to as “FIMAT”) a corporation, having its principal place of business at 630 Fifth Avenue, Suite 500, New York, NY 10111 and Altegris Investments, Inc. (“IB”), an Arkansas corporation having its principal place of business at 1200 Prospect Street, Suite 400, La Jolla California 92037.

WHEREAS, IB desires to introduce certain customers to FIMAT in order for such customers to obtain clearing, execution and other services relating to the purchase and sale of cash commodities (including financial instruments), options on cash commodities, commodity futures contracts, options on futures contracts, security futures contracts, forward or leverage contracts, exchange of futures for physical and committed overnight pricing transactions and any similar instruments which may be purchased or sold by or through FIMAT (collectively referred to as “Futures Contracts”); and,

WHEREAS, FIMAT desires to render the foregoing services such customers.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.           Services to be Performed by FIMAT

a. FIMAT will accept introductions from IB for the creation of accounts in the records of FIMAT for customers introduced by IB (“Customers”) and FIMAT shall execute or cause to be executed orders for the accounts of such Customers, but only insofar as such orders are properly transmitted by Customers or third parties with discretion over Customer Accounts, including commodity trading advisors, to FIMAT.  Each customer, as introduced to FIMAT by IB, will only be regarded as a “Customer” of the purposes of this Agreement if (i) it is not an existing or pending customer of FIMAT; (ii) satisfactory due diligence is completed by FIMAT; and (iii) an internal credit authorization to open one or more accounts for such Customer is obtained by FIMAT.

b. FIMAT shall prepare and transmit to Customers written reports of margin calls, confirmation, purchase-and-sale, and monthly statements, and such other documents as may be required by applicable law.  Such reports and other documents furnished by FIMAT to Customers shall indicate that the Accounts are introduced by IB to FIMAT.  FIMAT shall promptly also provide IB with (i) unless otherwise instructed by the Customer in writing, copies of all material communications, reports and documents, or summaries thereof, transmitted to Customers hereunder including, but not limited to electronic copies of all reports sent to Customers and daily electronic equity runs for all markets in which IB’s Customers’ trade, (ii) a daily electronic print image file and GMI data output for each account and (iii) each month, contemporaneous with the payment to IB of commissions and other amounts due to it under this Agreement, FIMAT will provide IB with a report containing the information in the IB template provided by FIMAT to IB as attached to this Agreement as Exhibit B and a breakdown of the calculation used to calculate the interest paid by FIMAT to IB.  IB shall treat all such information about Customer accounts as confidential.  FIMAT’S obligation to disclose any information to IB in relation to a Customer to this agreement shall be conditional upon Customer providing its prior written consent to the extent required by law.  FIMAT shall use its best efforts to obtain such consent.  IB shall ensure that Customers are aware that IB receives compensation in connection with their trading activity.

Introducing Broker Clearing Agreement - -FIMAT – Altegris  -1-

c. FIMAT shall conduct cashiering functions for Customers’ accounts.  In this regard, FIMAT will, pursuant to the instructions of Customers, or pursuant to the instructions of the commodity trading advisors they engage who have been given written discretionary authority to do so, accept and deliver cash and securities for Customer accounts; provided that FIMAT shall have no responsibility with respect to such cash or securities until such time as the cash or securities have been physically delivered to FIMAT.  FIMAT shall pay interest on such cash held for the accounts of Customers as described in Exhibit A, in respect of Winton Futures Fund, L.P. only, and as otherwise agreed between the parties in writing for each new Customer on a case by case basis.

d. FIMAT shall maintain books and records as required by applicable Federal, state and self-regulatory laws, rules and regulations of all transactions for Customers’ accounts executed or cleared through it.

e. FIMAT shall notify IB in writing, promptly upon receipt, or obtaining knowledge, of any material Customer complaint or pending or threatened action or proceeding by any Customer or if any Customer fails to deposit or maintain proper margin, or incurs a deficit in any Customer account.

2.           Information to be Provided by IB

a. IB shall promptly provide to FIMAT upon request, with basic data and other documents as requested and/or required by applicable federal, state, exchange and self-regulatory rules and regulations, as shall be necessary or appropriate to permit FIMAT to discharge its obligations hereunder.

b. IB shall furnish FIMAT with such information and documentation as requested by FIMAT for the opening and carrying of Customers’ accounts, including, but not limited to, account information and risk disclosure statements, on FIMAT’s account forms.

c. IB agrees to cause all Customers to execute appropriate customer documents (“Customer Agreements”) on such forms as shall be provided by FIMAT to IB or as shall otherwise be approved in writing by FIMAT.

d. IB shall provide FIMAT, upon its written request, with its yearly audited financial statements within ninety (90) days following the end of IB’s fiscal year and summaries of pending litigation within thirty (30) days following the end of each of IB’s fiscal quarters; provided, however, that IB shall provide FIMAT with a summary of each claim against IB within five (5) days of IB’s receipt of notice of such claims.

e. At the written request of FIMAT, lB shall provide access, for purposes of inspection and examination to its books of account and records to FIMAT in response to a request from any designated examining authority of FIMAT or any exchange, regulatory or self-regulatory authority.

f. IB shall provide to FIMAT corporate resolutions, partnership agreements or such other documentation as FIMAT may, in its discretion require, showing evidence that IB has full power and authority to enter into this Agreement.

3.           Responsibility for Employees

IB and FIMAT shall be totally responsible for their own employees and other persons acting for them in all capacities.

4.           Communications with Customers

Neither party shall issue, publish or distribute any advertisement, market letter, market research report or other sales literature which utilizes or makes reference to the name or facilities of the other party or any of its affiliates, without such party’s prior written consent.

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5.           Duties of IB with Respect to Customers’ Accounts

a. IB shall assist FIMAT in obtaining all relevant account documentation, including, but not limited to, acknowledgments of receipt of disclosure documents and proper exemptive notices.

b. IB shall assure its compliance, as well as that of its employees and associated persons, with all rules and regulations to which IB and such persons are subject, including but not limited to the requirements and regulations of all foreign governing bodies, rules and regulations of the Commodity Futures Trading Commission CFTC), exchanges and self-regulatory organizations.  IB shall notify FIMAT promptly if at any time IB’s registration with any of the foregoing is not in good standing or if lB is the subject of an investigation by any of the above mentioned agencies.

c. IB shall adhere to all reasonable procedures instituted by FIMAT, and communicated to IB in writing.

d. IB shall notify FIMAT in writing, immediately upon receipt, or obtaining knowledge, of any material Customer complaint or pending or threatened action or proceeding by any Customer.  FIMAT shall provide IB with any assistance IB may reasonably request in order to enable IB to handle such inquiries or complaints, however, subject to Section 10, FIMAT shall have the right to respond to, adjust, settle or reconcile any such Customer complaint which names FIMAT as a party, and any such remedial action taken by FIMAT shall be binding upon IB.  FIMAT shall notify IB if FIMAT receives a complaint from any Customer of IB.

e. IB shall not guarantee any Customer account against loss or a margin call in an account or in respect of any transaction effected with or for such Customer account.

f. IB shall make no report or statement (whether orally or in writing) to any Customer with respect to any transaction, position, or other matter relating to a Customer’s account that is not in conformity with statements, reports, and information furnished by FIMAT pursuant to this Agreement and any related agreements with Customers.

g. IB shall notify FIMAT immediately in the event that IB or any agent thereof shall become subject to suspension, restriction, disciplinary action, sanction, investigation or fine by any regulatory body having jurisdiction over IB, IB’s business or FIMAT.  IB authorizes FIMAT to take all such steps as may be necessary for FIMAT to maintain compliance with the laws, rules and regulations to which it is subject.

6.           IB’s Anti-Money Laundering Responsibilities

a. IB hereby agrees and acknowledges that it is obligated to, and will, comply with anti-money laundering laws and regulations, including any future obligations that may be imposed on IB by law or regulation to know its Customers, their source and use of funds, and to monitor for and identify suspicious activity.  These obligations include, but are not limited to:  (a) currency and foreign transaction reporting; (b) suspicious activity reporting; (c) customer identification and verification (USA PATRIOT Act § 326); applying enhanced due diligence to private banking accounts (USA PATRIOT Act § 312); (e) applying those special measures as maybe directed by the Secretary of the Treasury (USA PATRIOT Act § 311); (f) observing the prohibition on doing business with foreign shell banks (USA PATRIOT Act § 313); (g) collecting (and providing to FIMAT) certain information as it relates to foreign banks (USA PATRIOT Act § 319); and otherwise complying with all applicable laws and regulations relating to money laundering prevention.

b. IB has established and maintains an anti-money laundering program, consisting of at a minimum, written internal policies, procedures and controls including a means for monitoring and identifying suspicious activity, the designation of an anti-money laundering compliance officer, an ongoing employee training program, an independent audit function to test such programs, and any additional

Introducing Broker Clearing Agreement - -FIMAT – Altegris  -3-

requirements set forth in the rules of any self-regulatory organization of which IB is a member.

c. As indicated above, IB is responsible for filing currency transaction reports and suspicious activity reports, including form SAR.

d. IB shall, as soon as practical after identifying a suspicious activity and in any event prior to filing a suspicious activity report on SAR, notify FIMAT and shall communicate with FIMAT about the transaction for purposes of sharing information about the transaction and determining whether IB or FIMAT shall file the SAR, unless such sharing of information is prohibited by law.  IB will provide FIMAT with copies of all SARs and other communications it files with respect to Customer accounts held at FIMAT, unless prohibited by law.

e. Prior to filing any report with the Treasury Department, the IRS, the U.S. Customs Service or any regulatory body or organization relating to the reporting of currency transactions IB shall notify FIMAT and cooperate with FIMAT as FIMAT may deem appropriate, unless prohibited by law from doing so.

f. FIMAT reserves the right to make and file such suspicious activity or other reports as listed in above when it deems it necessary or appropriate; and IB recognizes that when FIMAT does so, FIMAT does not thereby assume any responsibility for making and filing reports on behalf of IB and/or relieve IB of its own responsibility for making and filing reports as necessary under U.S. or other laws and regulations.  FIMAT will provide IB a copy of any such report that relates to a Customer account, unless prohibited by law from doing so.

g. At the time of the opening of any new Customer account, IB must obtain sufficient information from its Customer to satisfy itself as to the identity of its Customer and the source of the Customer’s funds.  IB also must satisfy itself that opening the Customer account would not violate the provisions of various Executive Orders and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”).  IB will immediately inform FIMAT of the existence of any Customer account subject to an OFAC restriction.  As detailed below, FIMAT uses software that may assist IB to detect possible OFAC violations.

h. For any Customer accounts opened for a non-resident alien, IB will comply with FIMAT’s written AML guidelines as provided to IB by FIMAT from time to time.

i. IB will not establish or maintain specially coded or numbered Customer accounts.

j. IB shall undertake reasonable efforts to ascertain that the Customer is not engaged in unlawful activities, the assets being invested have been legitimately obtained, and any disbursements to a Customer or third party are for legitimate purposes.

7.           FIMAT’s Anti-Money Laundering Responsibilities

a. FIMAT hereby agrees and acknowledges that it is obligated to comply with anti-money laundering laws and regulations, including any future obligations that may be imposed on FIMAT.  Notwithstanding the foregoing, FIMAT shall be primarily responsible for supervision of ongoing account activity in accordance with the USA PATRIOT Act and the regulations promulgated pursuant thereto, or any similar laws or regulations enacted or adopted hereafter (including, without limitation, NFA Compliance Rule 2-9(c).  In the event FIMAT has electronic tools for detecting possible money laundering and terrorist financing, FIMAT shall make those tools available to IB.

b. For each new Customer account opened by IB, FIMAT shall submit the name and address as provided by the IB to a service company which will determine if the Customer is on an OFAC list or is located in a country which is not considered a cooperative country by the U.S. government.

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c. In the normal course of providing clearing and custody services, FIMAT may detect apparent suspicious activity.  In such circumstances, FIMAT will contact IB about the transaction for purposes of sharing information about the transaction, unless FIMAT believes that IB itself may be engaged in suspicious activity and/or FIMAT would be prohibited by law from sharing with IB information about the suspicious transaction.  Nothing in this Section is to be read to prohibit FIMAT from filing its own suspicious activity and other reports, as it believes necessary or appropriate.

d. For all incoming wires, FIMAT shall scan relevant information, including the remitter’s name and address and the originating bank’s name and address, (to the extent provided on an incoming wire) to detect possible OFAC restrictions.

e. Requests for third party wires are processed by FIMAT on an exception basis only.  When allowed, for outgoing wires ordered to the delivery of a person or entity other than the account holder, FIMAT requires relevant information, including the payee’s name and address and the recipient bank’s name and address, to allow FIMAT’s processing to detect possible violations of OFAC restrictions.

8.           Margins and Margin Calls

FIMAT, in its reasonable discretion, shall determine the amount of margin required for each commodity futures trading account.  FIMAT, from time to time, may establish margin requirements that exceed the minimum requirements established by various contract markets, exchanges or the clearing organizations affiliated therewith.  Margin requirements may be changed by FIMAT without prior notice; however, FIMAT will promptly notify IB of such changes.  Should FIMAT determine that a Customer account is under margined, it shall promptly notify the IB.

9.           Commission Payments

Customer shall pay FIMAT clearing and other charges, and FIMAT shall compensate IB for Customer business, as is provided for in Exhibit A (in respect of Winton Futures Fund, L.P. only, and as otherwise agreed between the parties in writing for each new Customer on a case by case basis) after deducting any amounts owing to FIMAT or any of its affiliates under this Agreement or otherwise, including, but not limited to IB’s share of Bad Debts.

10.           Indemnification

(a)           IB shall fully indemnify, protect and hold harmless FIMAT and its directors, officers, shareholders, employees, agents, affiliates, and each person, if any, controlling FIMAT from and against any and all manner of claims, demands, proceedings, suits or actions (whether in law or in equity) and losses, liabilities, damages, expenses and costs (including attorneys’ fees, but excluding any consequential loss or loss of profit) (collectively, “Losses”) suffered by FIMAT resulting from or relating to:

(i) Any breach by IB of IB’s duties or obligations under this Agreement;

(ii) Any inaccuracy or misrepresentation in, or breach of, any of the warranties, representations, covenants or agreements made by IB herein;

(iii) Any Customer instituting a claim, suit, action, or other proceeding (whether in law or in equity) against FIMAT or any of its affiliates, or any exchange or any U.S. or non-U.S. governmental agency or self-regulatory organization institutes a claim, suit, action, or other proceeding against FIMAT or any of its affiliates relating to this Agreement or any Customer that are caused by any action or inaction of IB;

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(iv) Any debts, liabilities or obligations arising from the failure of IB to comply with the Commodity Exchange Act (the “Act”), the Gramm-Leach-Blily Act, the rules and regulations of the CFTC, Federal Trade Commission (“FTC”), NFA and any Exchange or with any other applicable law of any jurisdiction or agency thereof.

(b)           FIMAT shall fully indemnify, protect and hold harmless IB and its directors, officers, shareholders, employees, agents, affiliates, and each person, if any, controlling lB from and against any and all Losses suffered by IB resulting from or relating to:

(i) Any breach by FIMAT of its duties or obligations under this Agreement;

(ii) Any inaccuracy or misrepresentation in, or breach of, any of the warranties, representations, covenants or agreements made by FIMAT herein;

(iii) Any claims, liabilities or demands of IB in respect of any Customer or any other third party that are caused by any action or inaction of FIMAT including any breach by FIMAT of its obligations under its Customer Agreement; or

(iv) any liabilities or obligations arising from the failure of FIMAT to comply with the Act, the Gramm-Leach-Bliley Act, the rules and regulations of the CFTC, Federal Trade Commission, NFA and any Exchange or with any other applicable law of any jurisdiction or agency thereof.

(c)           None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification (“Indemnitee”) without the prior consent of the party obligated to indemnify the other party (“Indemnitor”); provided, however, that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay the amount in settlement as it shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by the Indemnitor of any loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) incurred by the Indemnitee in connection with the settlement to the extent the loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) was caused by or based upon violation of this Agreement by the Indemnitor or violation of the standard of conduct set forth herein.  Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to offer to settle any matters and if the Indemnitor successfully negotiates a settlement with the third party claimant and tenders payment therefore to the Indemnitee, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Indemnitor to the Indemnitee shall be the amount of said proposed settlement.

(e)           Promptly after receipt by any of the indemnified parties under this agreement of notice of any proceeding, the Indemnitee shall notify the Indemnitor in writing of the commencement thereof, if a claim with respect thereof is to be made under this Agreement.  If the Indemnitee has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 10, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under the provisions of Section 10 except to the extent such failure to so notify causes judgment to be entered.  The Indemnitor will be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee.  In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would

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be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate film of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor).  The Indemnitee will cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding.

(f)           Any dispute as to whether a person or entity is entitled to indemnification under this Section 10 shall be determined by binding arbitration in accordance with Section 21.

11.           Representations and Warranties

The parties represent and warrant as follows:

(a) IB and FIMAT have obtained and will maintain, during the term hereof, all licenses and registrations necessary for the conduct of its business, including, without limitation, registration with the CFTC, the NFA and such other regulatory or self-regulatory organizations as may be necessary for the proper conduct of the parties business;

(b) The parties have all requisite authority, whether arising under applicable Federal, state, exchange or self-regulatory organization laws, rules and regulations or otherwise to enter into this Agreement;

(c) All employees, agents and associated persons of both parties have been and will continue to be duly registered and licensed as necessary and to the extent required by law, to participate in the transactions contemplated by this Agreement; and

(d) Both parties are currently and shall remain in compliance with all financial and regulatory requirements as set forth by the CFTC, NFA, FTC, exchanges or any other self-regulatory organization, including, without limitation, the minimum capital requirements set forth in CFTC Regulation 1.17.  IB shall promptly notify FIMAT, in writing, if IB’s net capital falls below the requirements of the NFA and the CFTC.

12.           Security Interest and Right of Set Off

IB hereby grants to FIMAT a security interest and lien in all monies, securities, futures contracts or other property which FIMAT may at any time be carrying for IB for any reason to offset and discharge IB’s liability to FIMAT pursuant to this Agreement.

13.           Requests for Information

Each of the parties shall have the right to disclose any information regarding the other or the Customers as required by any Federal, state, exchange or self-regulatory authority or pursuant to any subpoenas properly served upon such disclosing party.

14.           Advertising

Any and all advertising, sales literature or other promotional material of the IB shall be at its expense and no such advertising, sales literature or promotional material shall use the name of FIMAT, its employees or affiliates, in any manner, unless IB has obtained FIMAT’s prior reasonable written consent.

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15.           Relationship of the Parties

IB is an introducing broker, registered as such with the CFTC and is a member of the NFA.  As such, the parties acknowledge that IB is a separate and distinct entity completely independent from FIMAT.  Nothing contained herein shall be construed by the parties, or by any third party, as creating a relationship of agency, partnership, joint venture or employer-employee between FIMAT and IB.  FIMAT shall have no responsibility or liability, whether real, contingent or otherwise, for the acts or omissions of IB to third parties.

16.           FIMAT Right to Limit Accounts

FIMAT, in its sole and absolute discretion, may refuse to accept any Customer of IB and may refuse an order for Futures Contracts for a Customer, and, on prior notice to IB, if possible, may terminate any Customer account previously accepted.  FIMAT may liquidate any position in any Customer account, if, in FIMAT’s reasonable discretion, FIMAT deems it necessary for its protection.  IB agrees that FIMAT is not a fiduciary or advisor to IB or to its Customers.  Anything in this Agreement to the contrary notwithstanding, FIMAT shall have the same rights and remedies in dealing with the Customers as are set forth in each customer agreement between FIMAT and such Customer.

17.           Termination

(a) The term of this Agreement shall be indefinite.  Either party upon ten (10) days written notice may terminate this Agreement.  If IB is terminating this Agreement, it shall give FIMAT reasonable prior notice of the transferee futures commission merchant and evidence of Customer’s intent to transfer.  Within thirty (30) days of termination of this Agreement by either party for any reason, IB agrees to provide FIMAT instructions regarding the transfer of Customer accounts.  Upon receipt of written instructions from Customer (or its designee who has been given written authority to do so) to FIMAT, and proof of sufficient notice to Customer from IB to FIMAT, FIMAT shall assign all Customer Accounts to an FCM selected by Customer (or such designee) and shall transfer all Customer balances and open positions in such accounts via a tape-to-tape transfer to the extent the receiving FCM will accept a tape-to-tape transfer.  Except for the ½ turn commission in connection with the establishment of any open positions at FIMAT any fee or commission levied by an exchange and/or any outstanding balance owed by any client to FIMAT neither IB nor such Customer accounts will be charged any other fees, commissions or charges with respect to such transfer.  Furthermore FIMAT shall provide IB with copies of the Customer account documentation including account opening documentation.  FIMAT agrees that in the event that the FCM to which the accounts have been assigned refuses any account in writing within 48 hours of assignment or FIMAT does not receive transfer instructions from IB within 30 days of the date of termination, FIMAT shall maintain Customer accounts and will notify Customers that they must elect an FCM within thirty (30) days; provided however, that if FIMAT is prohibited by applicable law or regulation from continuing to provide services to any client, it may immediately close any such client account and notify IB and Client It is for the Customers to decide whether and whom to transfer their accounts to.

(b) Upon termination of this Agreement, each party shall continue to indemnify, protect and hold harmless the other party, its subsidiaries, its affiliates and all of the persons controlling any of them for any liabilities, losses, expenses and costs incurred by either party as a result of any event the occurrence of which would have required indemnification if the Agreement were in effect.

(c) FIMAT and IB specifically agree that any and all obligations owing to the other shall survive the termination of this Agreement and shall remain in full force and effect despite the termination of this Agreement to any occurrence or transmission undertaken during the life of this Agreement.

(d) Continuing Payments:

(i)           If this Agreement is terminated for any reason and Customers introduced to FIMAT by lB remain Customers of FIMAT thereafter, FIMAT shall continue to make Continuing

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Payments (as defined below) to IB as long as such Customers remain Customers of FIMAT or any affiliate thereof.

(ii)           If, during the term of this Agreement, any Customer of IB introduced to FIMAT by IB chooses to terminate its relationship with IB and enter into a direct relationship with FIMAT, FIMAT shall continue to make Continuing Payments to IB for as long as such Customer remains a Customer of FIMAT or any affiliate thereof.

(e) FIMAT’s obligation to make Continuing Payments are contingent upon:  (x) the Customers maintaining their accounts on the books of FIMAT or its affiliates and (y) IB maintaining the necessary regulatory licenses to receive such amounts.

(f) For purposes of this Agreement “Continuing Payments” means the amounts described in Paragraph 9 as though this Agreement were still in effect.  During the period in which FIMAT makes Continuing Payments it shall continue to provide IB with the reports described in paragraph 1(b).

18.           Non-Solicitation

FIMAT, its affiliates and their respective employees (the “FIMAT Parties”) shall not solicit any Customer during or after the term of this Agreement

19.           Assignment

This Agreement may be assigned only by mutual written agreement between the parties (which agreement shall not be unreasonably withheld) and upon receipt of any required regulatory notice by the appropriate party.

20.           Governing Law

This Agreement, and the rights and obligations of the parties hereto, shall be governed by, construed and enforced in all respects by the Laws of the State of New York, without regard to its conflict of laws principles.

21.           Arbitration and Consent to Jurisdiction and Venue

As to disputes between FIMAT and IB, except with respect to injunctive relief brought by either party, which shall be brought exclusively in a state or federal Court located in New York County, New York, all controversies that arise in connection with any transaction contemplated by this Agreement or the construction, performance or breach of this Agreement, shall be determined by arbitration to be held in New York County, New York, in accordance with the rules then obtaining of the NFA or in accordance with the rules then obtaining of the American Arbitration Association in the event the NFA declines jurisdiction; provided however,  that (i) the arbitrator(s) shall be knowledgeable in industry standards and practices and the matters giving rise to the dispute; (ii) the arbitrator(s) shall not have the power and authority to award punitive damages; (iii) the authority of the arbitrators(s) shall be limited to construing and enforcing the terms and conditions of this Agreement as expressly set forth herein; and (iv) the arbitrator(s), if allowed by the rules, shall state the reasons for their award and their legal and factual conclusions underlying the award in a written opinion.  The award of the arbitrator(s), or a majority of them, shall be final, and judgment upon the award may be confirmed and entered in any court, state or federal, having jurisdiction.

22.           Miscellaneous

(a) If any part, term or provision of this Agreement is held to be illegal or in conflict with the law of any state or any other law, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid.  The section headings in this

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Agreement are inserted for convenience of reference only and are not intended to limit the applicability or affect the meaning of any of its provisions.

(b) This Agreement shall inure to the benefit of, and be binding on each of the parties and their successors and assigns.

(c) At all times during the term of this Agreement and following the termination thereof (i) each of the IB and FIMAT will keep confidential any information acquired in respect of the other as a result of this Agreement regarding the business, affairs and customers of each other, and shall not disclose this information to third parties except as may be required by law.

(d) FIMAT has established a Business Continuity Plan in accordance with applicable rules.  lB may obtain a copy of FIMAT’s Business Continuity Plan, upon IB’s request.

23.           Notices

If to FIMAT:

630 Fifth Avenue,

Suite 500

New York, NY 10111

Attention, General Counsel

If to IB: Altegris Investments, Inc.

1200 Prospect Street

Suite 400

La Jolla CA 92037

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

FIMAT USA, LLC	ALTEGRIS INVESTMENTS, INC.
/s/ Frank Perry	/s/ Robert J. Amedeo
Signature	Signature
Frank Perry	Robert J. Amedeo
Deputy General Manager
Print Name and Title	Print Name and Title

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Exhibit A

Sharing of Net Revenues

Winton Futures Fund, L.P.

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Global Listed Futures Term Sheet: [Redacted]

EX-10.3

Exhibit 10.3

WINTON FUTURES FUND, L.P. (US)

SUBSCRIPTION DOCUMENTS

 TABLE OF CONTENTS & SUBSCRIPTION WORKSHEET

FOR

(Name of Individual, Entity Subscriber or IRA Custodian & Beneficiary)

TABLE OF CONTENTS:

EXHIBIT B	Subscription Agreement and Power of Attorney:  Execution Pages for all subscribers
EXHIBIT C	Questionnaire & Registration Information: Signature Page: for all subscribers
EXHIBIT D	Representations by Employee Benefit Plans
EXHIBIT E	Request for Redemption– retain for future use
EXHIBIT F	Additional Investment Form – retain for future use
EXHIBIT G	Privacy Notice - retain for subscriber’s information
EXHIBIT H	Anti Money Laundering Supplement – retain for subscriber’s information

NOTES:

IRAs:  The Custodian or Trustee should sign Exhibit B and complete #5 and 6 in Exhibit C

The Beneficiary should sign Exhibit B and complete Exhibit C

Revocable Trusts: Complete Exhibit B with respect to the Grantor and Exhibit C with respect to the Trust

Non-U.S. investors must complete and sign Form W-8.

Entity subscribers: All entities must also provide the documentation requested in Part D - 3.

Subscription amount must accompany subscription documents.

Checks and Wires must be sent from an account in the same name as that in which the subscription is being made.

Ø   MUST BE COMPETED BY ALL SELLING AGENTS ( BROKER-DEALERS, RIAs)

Accredited	IRA/ERISA	Class of Interest	A
Entity docs	State		*B
		Institutional

Check	Wire	Commission	Net Inv. Amt	$
*Class B Interests are for those subscribers purchasing Interests through a fee-based advisory program and whose initial subscription is between $25,000 and $1,499,999.

ØPlease indicate:

	Broker-Dealer/RIA_____________________________________	Branch Name ___________________________
	Broker (print)______________________________________	Rep Code   _____________________________
	Broker (signature) __________________________________	Copy of Statements Broker (yes)______(no)_____
		email ______________________________________
ØAuthorized By Compliance/ Branch Manager:
	Signature_________________________________________	Date_________________________________________
	Subscription Accepted by:
	APM Funds, General Partner of Winton Futures Fund, L.P. (US)
	By: ___________________________________________________         An authorized representative		_______________________________________ Date
		xcl ____ /  db _____ / cc________/pfd ______mail________

 winton futures fund, l.p. (us)  june 2008  SD-i

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 winton futures fund, l.p. (us)  june 2008  SD-ii

WINTON FUTURES FUND, L.P. (US)

EXHIBIT B

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

TO: Winton Futures Fund, L.P. (US) c/o APM Funds 1200 Prospect Street, Suite 400 La Jolla, CA 92037

1.           SUBSCRIPTION FOR INTEREST.  The undersigned hereby irrevocably subscribes for a limited partnership interest (Interest) in Winton Futures Fund, L.P. (US)  (the Partnership), a Colorado limited partnership, of the Class and in the amount set forth on the execution pages hereof, at the price as described in the Offering Memorandum relating to the Partnership.

2.           REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER.  As an inducement to the Partnership to sell me the Interest for which I have subscribed, I (and, if the subscriber is an entity, each of its shareholders, partners or beneficiaries or if the subscription is joint, each subscriber) represent and warrant to APM Funds and the Partnership:

(a)           I am of legal age to enter into and to execute the Subscription Agreement and Power of Attorney Execution Pages and am legally competent to do so.  I understand that only persons who meet certain net worth and/or income requirements (as described in “SAI: Investment Requirements) may purchase an Interest.

(b)           I have received and carefully read a copy of the Offering Memorandum of the Partnership, including the Risk Disclosure Statement and the Agreement of Limited Partnership (the Partnership Agreement) attached as Exhibit A thereto, relating to and describing the terms and conditions of the private placement of Interests.  I have been furnished any materials relating to the Partnership and its operations and any other related matters which I have requested; representatives of APM Funds have answered all inquiries that I have put to them; and I have been afforded the opportunity to ask questions and obtain any additional information necessary to verify the accuracy of any representation or information set forth in the Offering Memorandum or Agreement.  I have relied only on the information in the Offering Memorandum and the information furnished or made available to me by APM Funds in determining to subscribe for an Interest.

(c)           I have carefully reviewed and understand the various conflicts of interest, risks and expenses relating to the Partnership summarized under “Conflicts of Interest,” “Risk Factors” and “Fees, Compensation and Expenses” in the Offering Memorandum.  I can afford to bear the risks of an investment in the Partnership, including the risk of losing my entire investment.

(d)           I understand that no federal or state agency, regulator or commodity exchange has made any findings or determination as to the fairness of an investment in the Partnership.

(e)           I understand that the data in the performance tables in the Offering Memorandum should be read only in conjunction with the notes to such tables, and that such data should not be interpreted to mean that the Partnership will have similar results or will realize any profits whatsoever.  I understand that past performance is not necessarily indicative of future results.

(f)           I understand that I may not assign, transfer or dispose of, by gift or otherwise, any of my Interest or any part of all of my right, title and interest in the capital or profits of the Partnership without the written consent of APM Funds and that no transfer of an Interest may be made without the written consent of APM Funds.  I further understand that no assignment or transfer will be permitted unless APM Funds is satisfied

 winton futures fund, l.p. (us)  june 2008  EXHIBIT B-1 

that (i) the assignment or transfer would not violate the Securities Act of 1933 (1933 Act) or the laws of any state, (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Internal Revenue Code (the Code) and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code.  APM Funds may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above.  All costs related to such transfer (including attorney’s fees) shall be borne by me.

(g)           (i)           My subscription is made with my funds for my own account and not as trustee, custodian or nominee for another;

OR

(ii)            This subscription is made in the following representative capacity:

(1)           if by a custodian for a minor: it is a gift to such minor and is not made with such minor’s funds or, if not a gift, the representations as to net worth and annual income set forth below apply only to such minor.

(2)           if by a trustee or custodian of an employee benefit plan with an individual beneficiary, or of an individual retirement account:  I am legally competent to sign the Subscription Agreement and Power of Attorney Execution Pages and the representations set forth herein apply only to the beneficiary of such plan or account.

(3)           I have full power and authority to purchase the Interest and enter into and be bound by the Subscription Agreement and Power of Attorney on behalf of the entity for which I am purchasing the Interest, and such entity has full right and power to purchase the Interest and enter into and be bound by the Subscription Agreement and Power of Attorney and become a limited partner.

(h)           If the subscriber is a tax-exempt entity, it acknowledges that it is aware that an investment in the Partnership may generate taxable income to it.

(i)           All information that I have furnished to APM Funds or that is set forth in the Subscription Agreement and Power of Attorney Execution Pages and Questionnaire submitted by me is correct and complete as of the date of such Subscription Agreement and Power of Attorney Execution Pages, and if there is any change in the information prior to acceptance of my subscription, I will immediately furnish such revised or corrected information to APM Funds.

(j)           I understand that the representations and statements that I have made herein may be asserted in the defense of the Partnership, APM Funds, any Additional Seller, or others in any subsequent litigation or other proceeding.

3.           ACCEPTANCE OF LIMITED PARTNERSHIP AGREEMENT.  I agree that as of the date of the acceptance of my subscription by the Partnership I will become a Limited Partner, and I agree to each and every term of the Partnership Agreement as if my signature were subscribed thereto.

4.           SUITABILITY OF SUBSCRIBERS.  I meet the suitability standards set forth in the Offering Memorandum and have accurately completed the Questionnaire.

5.           SPECIAL POWER OF ATTORNEY.  I irrevocably constitute and appoint APM Funds with power of substitution, as my true and lawful attorney-in-fact, in my name, place and stead:

(a)            to execute, acknowledge, swear to (and deliver as may be appropriate) on my behalf and file and record in the appropriate public offices and publish (as may be appropriate):

(i)            the Partnership Agreement, including any amendments adopted as pro­vided therein;

 winton futures fund, l.p. (us)  june 2008  EXHIBIT B-2 

(ii)            certificates of limited partnership in various jurisdictions, and amendments thereto, and certificates of assumed name or doing business under a fictitious name with respect to the Partnership;

(iii)           all conveyances and other instruments which APM Funds deems appropriate to qualify or continue the Partner­ship in the jurisdictions in which the Partnership may conduct business which may be required to be filed by the Partner­ship or the Partners under the laws of any jurisdiction to reflect the dissolution or termination of the Partnership or to reorganize or refile the Partnership in a different jurisdiction, provided that the reorganization or refiling does not result in a material change in the rights of the partners;

(b)            to admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction, to file amended certificates or agreements of limited partnership or other instruments to reflect such admission, to execute, file and deliver such certificates, agreements and instruments;

(c)            to file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Partner­ship; and

(d)            to enter into agreements with third parties (including APM Funds and affiliates of APM Funds) to carry out the Partnership’s business.

This Power of Attorney is irrevocable and is deemed to be a power coupled with an interest and shall survive my incapacity or death.  I agree to be bound by any representation made by APM Funds and by any successor thereto, acting in good faith pursuant to this Power of Attorney, and I hereby waive any and all defenses which may be available to contest, negate or disaffirm the action of APM Funds and any successor thereto, taken in good faith under this Power of Attorney.

6.           ANTI MONEY LAUNDERING.  I represent and warrant to APM Funds and the Partnership that I have read and understood, and agree to comply with, the Anti Money Laundering Supplement attached as Exhibit H.

7.           PRIVACY.  I understand that by executing this Subscription Agreement, I authorize the disclosure of information regarding my account to the Partnership, its representatives and its legal counsel as well as to any governmental authority, self-regulatory organization, or to any other Person to the extent required by law, regulation, any legal procedure, and in accordance with the Privacy Notice of the Partnership and the Altegris Companies, see  “Exhibit G - Privacy Notice.”

8. MISCELLANEOUS.

(a)           In addition to any indemnity I agree to provide in the Partnership Agreement, I agree that I will indemnify and hold harmless the Partnership and APM Funds and each of its affiliates and their officers, directors and employees from and against any and all direct and consequential loss, damage, liability, cost or expense (including reasonable attorneys’ and accountants’ fees, whether incurred in an action between the parties hereto or otherwise) which the Partnership or any one of them may incur by reason of, or in connection with, any misrepresentation made by  me or any of my agents, any breach of any representation or warranty of  me or the failure by  me to fulfill any covenants or agreements under this Subscription Agreement.

(b)           This subscription shall be deemed to have been made under the laws of Colorado, and shall be governed by, and construed in accordance with, the internal laws of Colorado without regard to conflicts of laws provisions.  I agree that any suit, action or proceeding (Proceeding) with respect to this Subscription Agreement and the Partnership shall be brought in Colorado.  I irrevocably submit to the jurisdiction of Colorado courts with respect to any Proceeding and consent that service of process as provided by Colorado law may be made upon me in such Proceeding, and I may not claim that the Proceeding has been brought in an inconvenient forum.  I consent to the service of process out of any Colorado court in any such

 winton futures fund, l.p. (us)  june 2008  EXHIBIT B-3 

Proceeding, by the mailing of copies thereof, by certified or registered mail, return receipt requested, addressed to me at my address then appearing on the Partnership’s records.  Nothing herein shall affect the Partnership’s right to proceed against me in any other jurisdiction or to serve process upon me in any manner permitted by applicable law.

(c)           This Subscription Agreement, the Questionnaire, the Partnership Agreement and the terms of the offering set forth in the Offering Memorandum represent the entire agreement of the parties with respect to the subject matter hereof and may not be changed or terminated, except in a writing signed by me and the General Partner, or in the case of the Agreement, in accordance with procedures for amendments as set forth therein.

(d)           No waiver by any party of any breach of any term of this Subscription Agreement shall be construed as a waiver of any subsequent breach of that term or any other term of the same or of a different nature.

(e)           This Subscription Agreement and the rights, powers, and duties set forth herein shall bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and assigns of the parties.

By signing and delivering the Subscription Agreement Execution Pages that follow, subscriber acknowledges that subscriber hereby:

(1) Subscribes for an interest in the Partnership in the amount and of the Class indicated below;

(2) Executes the Special Power of Attorney and the Agreement of Limited Partnership;

(3) Acknowledges that all of the Representations and Warranties contained in the Subscription Agreement and Special Power of Attorney are true and correct and certifies that the answers given in the Subscription Document Execution Pages and Questionnaire are complete and accurate and are furnished with knowledge that they will be relied on by the Partnership, its affiliates, and any selling agent in accepting subscriber’s investment, and this agreement is specifically for the benefit of all of them.  Subscriber agrees to immediately notify the General Partner of any change in the information set forth herein; and

(4) Acknowledges receipt and review of the Offering Memorandum, Agreement of Limited Partnership and these Subscription Documents which contain detailed information regarding the Partnership, including risk factors related to an investment in the Partnership and conflicts of interest of the General Partner and its affiliates in connection with the Partnership.  Subscriber represents that Subscriber has reviewed these documents carefully, especially the risk factors, and that any statement, oral or otherwise, inconsistent with, or contrary to, these documents is not to be relied upon in any way in evaluating an investment in the partnership.

The Interests offered hereby have not been registered under the Securities Act of 1933, as amended, or the securities laws of certain states and are being offered and sold in reliance on exemptions from the registration requirements of said Act and such laws.  The Interests are subject to restriction on transferability and resale and may not be transferred or resold except as permitted under said Act and such laws pursuant to registration or exemption therefrom.  The Interests have not been approved or disapproved by the Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of the Offering Memorandum.  Any representation to the contrary is unlawful.

 winton futures fund, l.p. (us)  june 2008  EXHIBIT B-4 

WINTON FUTURES FUND, L.P. (US)

SUBSCRIPTION AGREEMENT EXECUTION PAGES

INDIVIDUAL SUBSCRIBERS: (includes Beneficiaries of IRAs and Self-Directed Single Beneficiary Employee Benefit Plans and Grantors of Revocable Trusts
Signature of Individual Subscriber	Signature of Joint Subscriber (if any)

ENTITY SUBSCRIBERS: Corporations, LLCs, Irrevocable Trusts (including a Pension, Keogh or ERISA Plan, not IRAs) or Partnerships or other Entities:
Name of Entity	Printed Name of Signatory
Signature	Title

CUSTODIANS:	For the account of
	Account Number
		Signature/ Stamp of Custodian

1.	CLASS OF INTEREST SUBSCRIBED FOR (check one)
	o    Class A:Interests purchased through a broker and whose initial subscription is between $25,000 and $1,499,999.
	o    Class B: Interests purchased through a fee-based advisory program and the initial subscription is between $25,000 and $1,499,999.
	Institutional:Interests purchased (check one) :
	o    in an amount of at least $1.5 million regardless of whether they are purchased through a broker or a fee based program or
	o    by an entity or individual (including affiliates and related entities) that in the aggregate have assets of atleast $25 million, or
	o    by a hedge or commodity fund.
2.	SUBSCRIPTION AMOUNT
	$	less		=	$
	Total Remitted		Selling Commission, if any		Amount of Subscription

FUNDING INSTRUCTIONS:	Checks should be made payable to: Winton Futures Fund, L.P. (US)
	Wire transfers* should be directed to:
	Wilmington Trust Company   ABA #031 100 092 For credit to: Winton Futures Fund, L.P. A/C # 2919-0046 By order of:  _________________________________________                     (name of remitter/subscriber)
* If subscription payment is by wire transfer, please identify the bank or other financial institution from which the subscription funds will be wired.  (See Anti Money Laundering Supplement, Exhibit H)

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-1

WINTON FUTURES FUND, L.P. (US)

EXHIBIT C

 QUESTIONNAIRE & REGISTRATION INFORMATION

The Winton Futures Fund, L.P. (US) (the Partnership) offering is intended to qualify as a private placement pursuant to the Securities Act of 1933 (1933 Act), Regulation D under the 1933 Act, and applicable state laws and regulations.  This Questionnaire has been prepared for APM Funds to obtain preliminary information to determine whether these exemptions are available and to assist it in determining whether you met the Partnership’s investment requirements.  Please answer all applicable questions, date and sign the form, and forward it with the Subscription Agreement to APM Funds or the Additional Seller through which you are purchasing your Interest. If additional space is needed for the response to any item, please attach an appropriate rider.  Your cooperation is appreciated.

Individuals, Beneficiaries of IRAs and Self-Directed Single Beneficiary Employee Benefit Plans, and Grantors of Revocable Trusts: If you are purchasing an Interest in your own name, or for your IRA, complete Parts A and B; if for a Revocable Trust, Parts A, B and D.

Entities: If you are purchasing an Interest on behalf of an Entity, such as a Partnership, LLC, Corporation, or Irrevocable Trust, complete Parts A, C, and D.

  PART A  For All Subscribers – Individuals and Entities; Class A,  B and Institutional

1.
	Name(s) in which Subscriber’s account should be registered
	Mailing Address of Subscriber(s) (If P.O. Box, Item 2 MUST be completed)
	City	State/Province	Country	Postal Code
	Contact Numbers:

Telephone:	Fax:
Email:

2.	The information requested below MUST be provided if your mailing address is a P.O. Box.
	Legal Street Address
	City	State/Province	Country	Postal Code
3.	State of Residence  __

4.	Duplicate Statements:  If you would like duplicate statements sent to a third party.
	Name
	Mailing address: street		OR	email address
	City	State		Zip Code

           

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-2

5.	Custodian/Trustee.Please identify where your account will be held – clearing firm, brokerage, custodian or trustee.
	Name of Firm
	Firm Legal Street Address
	Mailing Address
	City	State/Province	Country	Postal Code

	Contact Numbers:  Telephone:	Fax	email
	Name / Account Number of Individual / Beneficiary
6.	Tax Information.
	a.  All Subscribers.

Taxable Subscribers:		Non-Taxable Subscribers:
-                   -	-	-
Social Security # of:	Taxpayer ID # for:	Taxpayer ID # for: (check one)
(check one – not if IRA)	(check one)	____IRA Custodian (not Beneficiary’s)
____Individual Ownership ____Joint Tenants with           Right of Survivorship ____Tenants in Common ____ Community Property ____Grantor or other           Revocable Trust ____Other (specify)	____Trust other than a Grantor or Revocable Trust ____Estate ____UGMA/UTMA (Minor) ____Partnership ____Corporation ____ Other (Specify)	____Pension ____Profit Sharing ____Defined Benefit ____Self-Directed Single Beneficiary Plan ____Other (specify)

b.  United States Taxable Investors Only.  I have checked the following if I am subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code:œ

Under the penalties of perjury, by signing below I hereby certify:

 i. that the Social Security or Taxpayer ID Number shown on the front of this Subscription Agreement and Power of Attorney Signature Page is my true, correct and complete Social Security or Taxpayer ID Number;

ii. the address shown on the front of this Subscription Agreement and Power of Attorney Execution Pages is my true, correct and complete address;

iii. the information given in the immediately preceding sentence is true, correct and complete;

iv. I am not, or if this Subscription Agreement and Power of Attorney Execution Pages are being executed on behalf of a subscriber that is not an individual, the subscriber is not, a nonresident alien individual, foreign corporation, foreign partnership or foreign trust or estate; and

v. I, or the subscriber, will immediately notify the Partnership of any change in the preceding statement.

c.  Non-United States Investors Only.   Non-U.S. residents must complete and return a Form W-8 with their subscription.  If subscriber is a non-resident alien individual, foreign corporation, foreign partnership or foreign trust or estate:  Under penalties of perjury, by checking and signing below, I hereby certify that I am a non-resident alien for U.S. federal income tax purposes and I am not a citizen or resident of the U.S. o

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-3

7. Economic Risk.  Are you able to bear the economic risk of investment in the Partnership?  (There is the possibility of substantial loss of your investment in the Partnership.  The Interests are restricted as to their assignability, there is no public market for the Interests and no public market will develop in the future.)

 Yes (____)     No (____)

8. Previous Investment Experience.  Check below the types of investments made by Subscriber(s) during the past 5 years for Subscriber(s)’ own account, or for the account of a spouse, for any relative who has the same principal residence, or any trust, estate, corporation or organization in which Subscriber(s), a spouse or such relative own a majority of the beneficial or equity interests.

_____ U.S. government and federal agency securities.

_____ State and local government securities (municipal securities).

_____ U.S. stocks.

_____ Options on U.S. stocks.

_____ Non-U.S. stocks of companies in developed countries.

_____ Non-U.S. stocks of companies in emerging markets countries.

_____ Corporate bonds, debentures and notes.

_____ Interests in open-end or closed-end mutual funds, or unit investment trusts.

_____ Interests in private limited partnerships, LLCs or other investment funds.

_____ Interests in real estate (land, buildings, cooperative apartments, condominium units).

_____ Interests in REITs or other real estate investment entities.

_____ Commodities, commodity futures contracts and/or commodity options and public or private investment funds investing in Commodities.

_____ Other investments. Describe

9. Acquiring an Interest.  Will you acquire your Interest for your own account without any intention of transferring your Interest to others?

 Yes (____)     No (____)

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-4

PART B	Investor Qualification for:
	1.	Individuals (includes JTWROS, TIC)
	2.	Beneficiaries of IRAs and Self-Directed Single Beneficiary Employee Benefit Plans
	3.	Grantors of Revocable Trusts complete Part B with respect to Grantor and Part D with respect to Trust   (Irrevocable Trusts should complete Part C, not Part B)

1. I qualify as an Accredited Investor as defined in Section 501(a) of Regulation D of Section 4(2) of the 1933 Act, and similar provisions under state securities laws and regulations; that is, I am an individual Subscriber, Revocable Trust or Individual Retirement Account (IRA), or a Keogh Plan covering only self-employed individuals, or a self-directed account of a one-member retirement plan, the beneficial owner of which (please initial or check, as applicable):

_____ (i)  has net worth, or joint net worth, with that person’s spouse at the time of his purchase, in excess of $1,000,000.

or

_____ (ii)  had an income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who reasonably expects an income in excess of the same income level in the current year.

2. Personal.  Individual subscribers, beneficiaries of IRAs and Grantors of Revocable Trusts:

(a)	Age:
(b)	Marital Status:
(c)	Number of Dependents:
(d)	College, professional or graduate school, other pertinent education:
(e)	Occupation or employment during last 5 years.  If retired, information on last 5 years ofemployment.

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-5

PART C	Investor Qualification for Entities: (Not Revocable Trusts and Single Beneficiary Employee Benefit Plans: see Part B)
	1.	Irrevocable Trusts, including Keogh or ERISA Plan (Not IRAs)
	2.	Corporations, LLCs, Partnerships or Other Entities

1. Entity qualifies as an Accredited Investor as defined in Section 501(a) of Regulation D of Section 4(2) of the 1933 Act, and similar provisions under state securities laws and regulations; that is, I am (please initial or check, as applicable):

_____ (a) A corporation, Massachusetts or similar business trust, a partnership, a limited liability company or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), not formed for the specific purpose of making this investment, with total assets in excess of $5,000,000.

_____ (b) An entity in which all of the equity owners are Accredited Investors under Rule 501 of Regulation D.  Does not apply to trusts.

_____ (c) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of making this investment, the investments of which are directed by a person with knowledge and financial expertise in financial and business matters, as described in Rule 506(b)(2)(ii) of Regulation D.

_____ (d) An employee benefit plan within the meaning of ERISA if the investment decision is made by a Plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser.

_____ (e) An employee benefit plan within the meaning of ERISA or a plan established and maintained by a state or its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, in each case with total assets over $5,000,000.

_____ (f) An organization described in Section 501(c)(3) of the Code not formed for the specific purpose of making this investment, with total assets in excess of $5,000,000 the investments of which are directed by a person with knowledge and financial expertise in financial and business related matters, as described in Regulation D.

OR

2. _____ Entity is not an accredited investor, as defined above, but meets the general suitability standards for investors set forth in the Offering Memorandum under “SAI: Investment Requirements” in the SAI to the Offering Memorandum.  Contact the General Partner for additional information.

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-6

PART D All Entities must complete Part D (Revocable and Irrevocable Trusts (including Keogh or ERISA Plan, Not IRAs), Corporations, LLCs, Partnerships or Other Entities

1. Entity Purpose.  Was the entity formed for the purpose of investing in the Partnership?

 Yes (____)     No (____)

2. Entity Permission to Purchase.  To become a Limited Partner, the Entity Subscriber must be permitted under its organizational documents to purchase the Interest. The General Partner reserves the right to request documentation necessary to determine the suitability of the investing entity.

(a) Do the organizational documents of the Subscriber permit it to purchase Commodity Interests?

Yes (____)     No (____)

(b) Do the organizational documents of the Subscriber permit it to purchase limited partnership interests?

 Yes (____)     No (____)

(c) Has the Subscriber taken all necessary action to permit it to purchase an Interest in the Partnership (such as a resolution by the board of directors of a corporate Subscriber)?

Yes (____)     No (____)     Not Applicable (____)

3. Entity Formation Information:

(a) Partnerships complete(a);  include a copy of the partnership certificate.

Type:	General	Limited
Number of Partners:	General	Limited
Date and State of Formation:	Date	State
Principal Business:
(b) Corporations complete (b);  include a copy of the corporate resolution authorizing the investment.
Date and State of Incorporation:	Date	State
Number of Shareholders:
Principal Business:
(c) All Trusts (revocable and irrevocable) complete (c); include a copy of the trust certificate.
Type of Entity:
Date and State of Formation:	Date	State
Number of Known Beneficiaries:

 (d) Other entities complete (d);  include a copy of the organizational documents.  All Employee Benefit Plans (other than IRAs) please also complete Exhibit D and include a copy of the Plan documents

Type of Entity:
Date and State of Formation:	Date	State
Number of Beneficial Owners:

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-7

4.	Entity Registration.  Entity subscriber represents and warrants to the Partnership and APM Funds that either:
	_____	(a)	It is a commodity pool, operated by a commodity pool operator (CPO) that is registered with the Commodity Futures Trading Commission (CFTC) and who is a member in that capacity of the National Futures Association (NFA);
		or
	_____	(b)	There is no requirement that the entity, its sponsor or general partner, as applicable, register as a CPO for the reasons set forth below:
		IF “(b)”  CHECK ALL THAT APPLY:
		_____	The operator of the investing entity meets all of the following  items (i) – (v):
			(i)	does not receive any compensation or other payment, directly or indirectly, for operating the pool, except reimbursement for the ordinary administrative expenses of operating the pool;
			(ii)	operates only one commodity pool at any time;
			(iii)	is not otherwise required to register with the CFTC;
			(iv)	is not a business affiliate of any person required to register with the CFTC; and
			(v)	neither operator of the pool nor any other person involved with the pool does any advertising in connection with the pool (for purposes of this exemption, advertising includes the systematic solicitation of prospective participants by telephone or seminar presentation).
				_____	The total gross capital contribution in all pools operated or intended to be operated by the CPO does not exceed $400,000 and none of the pools operated by the CPO has more than 15 participants at any one time.
				_____	All of the beneficial owners or beneficiaries of the entity are related family members and no solicitation of non-family members has or will occur.
				_____	The entity is organized outside of the U.S. and has no investors who are U.S. persons as that term is defined by the CFTC.
				_____	The investing entity meets the requirements of Regulation 4.13(a)(3) or (4). Please provide a copy of your notice filing with the CFTC/NFA.

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-8

WINTON FUTURES FUND, L.P. (US)

QUESTIONNAIRE & REGISTRATION INFORMATION

SIGNATURE PAGE

Fund Documents. Pursuant to current CFTC Regulations, APM Funds delivers a statement of account describing the Fund’s monthly performance (Monthly Statement).  In addition, APM Funds delivers an annual audited financial statement containing certified financial statements prepared by an independent accounting firm (Annual Report), as well as year-end tax information about the Fund as necessary for you to prepare your annual federal income tax returns (Form 1065, K-1).  These documents may be delivered to you by regular U.S. mail, or, with your consent, electronically. There is no charge for either method and your decision to receive information by email may be rescinded at any time by notifying APM Funds in writing of your desire to receive paper copies.  Please indicate which you prefer:

o Yes, I prefer electronic delivery; please use the email address of:\ ______________________________________________________________

o No, please send via regular mail

TO BE SIGNED BY ALL SUBSCRIBERS.

The undersigned certifies that the answers given in this Questionnaire are complete and accurate and are furnished with knowledge that they will be relied on by APM Funds, general partner of the Partnership, in admitting a Subscriber to the Partnership.

INDIVIDUALS: SIGN HERE IF YOU ARE AN INDIVIDUAL OR BENEFICIARY OF AN IRA OR SELF-DIRECTED SINGLE BENEFICIARY EMPLOYEE BENEFIT PLAN, OR GRANTOR OF A REVOCABLE TRUST
X		X
	Signature of Subscriber/ Beneficiary		Signature of Joint Subscriber (if any)
Date		Date

OR

ENTITIES: SIGN HERE IF THE SUBSCRIBER IS A CORPORATION, LLC, IRREVOCABLE TRUST (INCLUDING A PENSION, KEOGH OR OTHER ERISA PLAN, NOT IRA OR SINGLE BENEFICIARY EMPLOYEE BENEFIT PLAN), PARTNERSHIP OR OTHER ENTITY
Name of Entity	Signature
Date	Printed Name and Title of Signatory

 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-9

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 winton futures fund, l.p. (us)  june 2008  EXHIBIT C-10

WINTON FUTURES FUND, L.P. (US)

EXHIBIT D

REPRESENTATIONS BY EMPLOYEE BENEFIT PLANS

The undersigned, on behalf of the subscribing employee benefit plan (Plan), represents that all of the obligations and requirements of the Employee Retirement Income Security Act of 1974 (ERISA), including prudence and diversification with respect to the investment of trust assets in Winton Futures Fund, L.P. (US) (the Partnership), have been considered prior to subscribing for a partnership interest in the Partnership (Interest).  The person with investment discretion on behalf of the Plan has consulted his attorney or other tax adviser with regard to whether the purchase of the Interest might generate unrelated business taxable income under Section 512 of the Internal Revenue Code (the Code).  By signing this representation letter, the trustee or custodian subscribing for the Interest assumes full responsibility for evaluating the appropriateness of the investment and represents that he has performed his duties with respect to the Plan solely in the interest of the participants of the Plan with the care, skill and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise.

An Interest may not be purchased with the assets of a Plan if APM Funds, the Selling Agents, or any of their affiliates either: (a) has investment discretion with respect to the investment of such Plan assets; (b) has authority or responsibility to regularly give investment advice with respect to such Plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such Plan assets and that such advice will be based on the particular investment needs of the Plan; (c) has discretionary authority or discretionary responsibility for administration of a Plan; or (d) are employers maintaining or contributing to such Plan.  These restrictions are intended to prevent potential violations of certain provisions of ERISA.  Each fiduciary who authorizes a purchase of an Interest by a Plan must determine for himself whether such purchase would constitute a prohibited transaction.

The Partnership’s Agreement of Limited Partnership (the Agreement) provides that if at any time APM Funds, in its sole good faith judgment, determines that the withdrawal by a Plan from the Partnership is necessary to avoid possible violation, by the Partnership and/or by other limited partners which are Plans, of any of the provisions of ERISA or the Code, APM Funds may require in its sole discretion that such a Plan withdraw in whole or part from the Partnership through redemption of its Interest in accordance with the Agreement.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY APM FUNDS THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN.  THE PARTNERSHIP RESERVES THE RIGHT TO REJECT THE SUBSCRIPTIONS OF ANY PLAN, IN ITS SOLE DISCRETION, IF IT BELIEVES THAT THE ACCEPTANCE OF ADDITIONAL PLAN SUBSCRIPTIONS MAY JEOPARDIZE THE STANDING OF THE PARTNERSHIP UNDER APPLICABLE LAW AS A PERMISSIBLE INVESTMENT BY PLANS.

Subscribing for an Interest in the Partnership does not create a Plan.  Those considering the purchase of an Interest on behalf of a Plan must first insure that the Plan has been properly established and funded.  Then, after the considerations discussed above have been taken into account, the trustee or custodian of a Plan who decides or who is instructed to do so may subscribe for an Interest in the Partnership, subject to the applicable minimum subscription.

(Name of Plan) By:  (Trustee Signature)

(Date) (Printed Name of Trustee)

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WINTON FUTURES FUND, L.P. (US)

EXHIBIT E

REQUEST FOR REDEMPTION

To:  Winton Futures Fund, L.P. (US) c/o APM Funds 1200 Prospect Street, Suite 400 La Jolla, CA 92037

I hereby request redemption, as defined in and subject to all of the terms and conditions of the First Amended Agreement of Limited Partnership (the Partnership Agreement) for Winton Futures Fund, L.P. (US) (the Partnership), of  $ ______________________(insert amount to be redeemed stated in U.S. dollars) of Class A ____ or Class B _____ or Institutional _____ Interests in the Partnership.  Redemptions shall be effective as described in the Partnership Agreement.  I (either in my individual capacity or as an authorized representative of an entity, if applicable) hereby represent and warrant that I am the true, lawful and beneficial owner of the Interest in the Partnership to which this Request relates with full power and authority to request redemption of the Interest.  The Interest is not subject to any pledge or otherwise encumbered in any fashion.

Name(s) in which Partner’s account is registered
Street Address
City	State/Province	Country	Postal Code
Effective Date of Redemption

SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH LIMITED PARTNERSHIP INTEREST IS REGISTERED
	X	X
	Signature of limited partner, trustee or authorized officer		Signature of joint limited partner or assignee (IRA Custodian)
	Date of Signing

Ø Please indicate if redemption proceeds should be sent by check ____________ or wire* _____________.

* If you want distribution or redemption payments wired to you, please identify that account. ** If it is different than the account from which your subscription funds were paid, please specify why you want to use it.  Please note that the Partnership may reject this request if it is not satisfied with your reason (see Anti Money Laundering Supplement, Exhibit H),
Name of Financial Institution:	Routing ABA Number—if a Bank:
Address of Financial Institution:
Account Name	Account Number
** Specify Reason(s) for Use of This Account

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WINTON FUTURES FUND, L.P. (US)

EXHIBIT F

ADDITIONAL INVESTMENT FORM

 TO:  Winton Futures Fund, L.P. (US)  c/o APM Funds 1200 Prospect Street, Suite 400 La Jolla, CA 92037 Accepted by APM Funds Authorized Representative    _____________________________

I would like to add to my existing Class A ___ / Class B ____ / Institutional _____ Interest in Winton Futures Fund, L.P. (US.  I have read the Partnership’s most recent Offering Memorandum, as it may have been amended.  All of the representations and warranties made by me in the Subscription Documents and Questionnaire that I completed at the time of my investment remain true and correct as of the date hereof.

Name(s) in which limited partnership interest is registered
Address	City	State/Province	Country	Postal Code
Social Security or Tax I.D. #
Investment Broker/ Firm

$		less		=	$
	Total Remitted		Selling Commission, if any			*Amount of Subscription

* The minimum additional subscription is $10,000, subject to APM Funds’s discretion to accept lesser amounts

SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH LIMITED PARTNERSHIP INTEREST IS REGISTERED
	Print  Name of Limited Partner
	Individual Signature	Date
	Printed Name and Title of Signatory/ IRA Custodian or Trustee
	Entity Signature	Date

Checks and Wires must be sent from an account in the same name as that in which the subscription is being made.

FUNDING INSTRUCTIONS:	Checks should be made payable to: Winton Futures Fund, L.P. (US)
	Wire transfers* should be directed to: Wilmington Trust Company  ABA #031 100 092 For credit to: Winton Futures Fund, L.P. A/C # 2919-0046 By order of:                (name of remitter)
If subscription payment is by wire transfer, please identify the bank or other financial institution from which the subscription funds will be wired (See Anti Money Laundering Supplement, Exhibit H)

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WINTON FUTURES FUND, L.P. (US)

EXHIBIT G

PRIVACY NOTICE

Winton Futures Fund, L.P. (US), Altegris Portfolio Management, Inc.

Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Altegris Portfolio Management, Inc., dba “APM Funds”, is providing this notice to explain our information collection practices and other important information. Please read this notice carefully to understand what we do.

INFORMATION WE COLLECT

We collect nonpublic personal information about you from the following sources:

1. Information we receive about you on applications and other forms including subscription documents, questionnaires and online registration forms.  This information may include your name, address, telephone number, e-mail address, social security number, income and other financial data, investment experience, etc.

2. Information about your transactions with us, our affiliates and others.  This includes information about other products you have purchased through APM Funds and others, such as information about additions, redemptions, etc.

3. Information we receive about you from third parties such as solicitors, brokers, selling agents, product sponsors and clearing firms.  This includes information about their review of your investment application for APM Funds’ products that such firms sell.

DISCLOSURE OF YOUR INFORMATION

We do not disclose any personal or financial information about you, whether you are our current or former client, without your authorization or direction, except as disclosed below.

We may share information about you with affiliated and nonaffiliated third parties, in order for them to assist us in providing services to you, and otherwise as permitted by law.  You may not limit the sharing of this information. However, affiliated and nonaffiliated third parties who receive information about you in order to assist us in providing services to you are restricted from using your information for any other purpose.

If you were referred to us by a non-affiliated investment adviser for consideration of specific investment products and services, we may also share information about you with our affiliate, Altegris Investments, Inc. to possibly identify alternative investments that may serve your investment objectives.

Additionally, we may also disclose the information that we collect about you with certain non-affiliated third party investment advisers with which we have solicitor or joint marketing arrangements. If you are a resident of California, we will not share your information if you notify us that you do not wish us to share this information with non-affiliated third party advisers. A separate document entitled “Important Privacy Choices for Consumers” is available with this Privacy Notice that provides additional information under California law.

If there is a change to our Privacy Policy, the new policy will be posted on our website, www.apmfunds.com

with a visible effective date. We must also deliver our policy when you first share your information with us (such as at account opening or online registration), and each year while you are a customer.

CONFIDENTIALITY AND SECURITY

We restrict access to nonpublic personal information about you to those employees and third parties who need to know that information to assist us in providing services to you.  We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

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WINTON FUTURES FUND, L.P. (US)

EXHIBIT H

ANTI MONEY LAUNDERING SUPPLEMENT

(i)           In General.  Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Partnership’s own internal anti-money laundering policies, the Partnership may require further identification of the Subscriber and the source of subscription funds before this Subscription Agreement can be processed, subscription monies accepted, or a redemption request can be processed.  The Partnership and its Affiliated Persons shall be held harmless and indemnified against any Loss arising as a result of a failure to process this Subscription Agreement or a redemption application if such information has been required by the parties referred to and has not been satisfactorily provided by the Subscriber.  Subscriber represents that all subscription payments transferred to the Partnership originated directly from a bank or brokerage account in the name of Subscriber.  If Subscriber is subscribing on behalf of a Beneficial Owner, pursuant to Subsection (ii) below, then Subscriber represents that all subscription payments transferred to Subscriber with respect to such Beneficial Owner originated directly from a bank or brokerage account in the name of such Beneficial Owner.  Subscriber represents and warrants that acceptance by the Partnership of this Subscription Agreement, together with acceptance of the appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering.  Specifically, Subscriber represents and warrants that all evidence of identity provided is genuine and all related information furnished and to be furnished is accurate.

(ii)           Beneficial Ownership.  Subscriber represents and warrants that it is subscribing for an Interest for Subscriber’s own account and own risk, and, unless Subscriber advises the Partnership to the contrary in writing and identifies with specificity supplementally each beneficial owner on whose behalf Subscriber is acting, Subscriber represents that it is not acting as a nominee for any other person or entity.  Subscriber also represents that it does not have the intention or obligation to sell, distribute or transfer the Interest, directly or indirectly, to any other person or entity or to any nominee account.  If the Subscriber is (A) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (B) an entity (other than a publicly-traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a Financial Action Task Force (FATF) Compliant Jurisdiction) investing on behalf of underlying investors (including a Fund-of-Funds) (the persons, entities and underlying investors referred to in (A) and (B) being referred to collectively as the “Beneficial Owners”), Subscriber represents and warrants that:

(1)           Subscriber understands and acknowledges the representations, warranties and agreements made herein are made by Subscriber, (A) with respect to Subscriber, and (B) with respect to each of the Beneficial Owners;

(2)           Subscriber has all requisite power and authority from each of the Beneficial Owners to execute and perform the obligations under this Subscription Agreement;

(3)           Subscriber has adopted and implemented anti-money laundering policies, procedures and controls that comply with, and will continue to comply in all respects with, the requirements of applicable anti-money laundering laws and regulations; and

(4)           Subscriber has established the identity of all Beneficial Owners, holds evidence of such identities and will make such information available to the Partnership upon request, and has procedures in place to ensure that the Beneficial Owners are not Prohibited Investors (as defined below).

(iii)           Prohibited Investor.  Subscriber represents and warrants that neither it or to the best of its knowledge and belief after due inquiry, the Beneficial Owners, nor any person controlling, controlled by, or under common control with it or the Beneficial Owners, nor any person having a beneficial or economic interest in it or the Beneficial Owners, is a Prohibited Investor and Subscriber is not investing and will not invest in the Partnership on behalf or for the benefit of any Prohibited Investor.  Prohibited Investor for the Partnership includes: a Senior Political Figure as defined in Section 312 of the USA Patriot Act, which includes senior officials, executives, close associates and immediate family members of any such individual; any resident in, or organized or chartered under the laws of, a jurisdiction that has been identified by the US Treasury Department Financial Crimes Enforcement Network (FinCen) under Section 311 or 312 of the USA Patriot Act as warranting special measures due to money

 winton futures fund, l.p. (us)  june 2008  EXHIBIT H-1

laundering concerns.  Subscriber agrees and acknowledges that the Partnership prohibits any investment by a Prohibited Investor or on behalf of a Prohibited Investor.

(iv)           Suspension of Withdrawal Rights.  Subscriber acknowledges that, if, following its investment in the Partnership, the Partnership reasonably believes that Subscriber is a Prohibited Investor or has otherwise breached its representations and warranties herein, the Partnership may be obligated to freeze its investment, either by prohibiting additional investments, declining or delaying any redemption requests and/or segregating the assets constituting the investment in accordance with applicable regulations, or its investment may immediately be redeemed, and it shall have no claim against the Partnership and its Affiliated Persons for any form of damages or liabilities as a result of any of the aforementioned actions.

(v)           Definitions.

(1)           FATF means the Financial Action Task Force on Money Laundering.

(2)           FATF-Compliant Jurisdiction is a jurisdiction that (A) is a member in good standing of FATF and (B) has undergone two rounds of FATF mutual evaluations.  For a current list of FATF compliant jurisdictions, refer to http://www.oecd.org/fatf/.

(3)           Foreign Bank means an organization that (A) is organized under the laws of a non-U.S. country (B) engages in the business of banking, (C) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (D) receives deposits to a substantial extent in the regular course of its business, and (E) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a non-U.S. bank.

(4)           Foreign Shell Bank means a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate.

(5)           Non-Cooperative Jurisdiction means any non-U.S. country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the FATF, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.  For a current list of Non-Cooperative Countries and Territories, refer to the Financial Action Task Force website, http://www.fatf-gafi.org.

(6)           Physical Presence means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (A) employs one or more individuals on a full-time basis, (B) maintains operating records related to its banking activities, and (C) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

(7)           Prohibited Investor means (A) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC) (refer to http://www.ustreas.gov/ofac), (B) a Foreign Shell Bank, or (C) a person or entity resident in or organized or chartered under the laws of a Non-Cooperative Jurisdiction or whose subscription funds are transferred from or through a Foreign Shell Bank, a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction or a Sanctioned Regime.

(8)           Regulated Affiliate means a Foreign Shell Bank that (A) is an affiliate of a depository institution, credit union, or Foreign Bank that maintains a Physical Presence in the United States or a non-U.S. country, as applicable, and (B) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or Foreign Bank.

(9)           Sanctioned Regimes means targeted foreign countries, terrorism sponsoring organizations and international narcotics traffickers in respect of which OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals.  OFAC has imposed sanctions upon Balkans, Belarus, Burma (Myanmar), Cote d'Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe, and has also imposed sanctions on certain categories of enterprises involving rough diamond trading, narcotics trafficking, nonproliferation (weapons of mass destruction) and terrorism.

 winton futures fund, l.p. (us)  june 2008  EXHIBIT H-2

EX-10.4

Exhibit 10.4

WINTON FUTURES FUND, L.P. (US)

A Colorado Limited Partnership

Limited Partnership Interests

SELLING AGENCY AGREEMENT

Dated as of ______________, 2008

___________________________

___________________________

___________________________

___________________________

Ladies and Gentlemen:

Winton Futures Fund, L.P. (US) (the “Fund”), a Colorado limited partnership, is offering its Class A, Class B and Institutional class of limited partnership interests (the “Interests) to qualified investors.  The offering of Interests (the “Offering”) is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D promulgated thereunder and is being conducted pursuant to the terms of the Private Placement Memorandum dated June 2, 2008 supplied to you by the Fund (references to which shall be deemed to include any and all supplements and amendments thereto and all financial statements, if any, and exhibits that are included therein, referred to collectively herein as the “Memorandum”).  All capitalized terms used herein, unless otherwise indicated, shall have the meanings attributed to them in the Memorandum.  Altegris Portfolio Management, Inc., d/b/a APM Funds, (the “General Partner”) is the Fund’s general partner.

Section 1.                                Appointment of Selling Agent and Terms of Offering.

1.1           Appointment of Selling Agent.  __________________ (“you” or “Selling Agent”) is hereby appointed a selling agent to sell the Interests of the Fund on a non-exclusive basis for the purpose of finding acceptable investors in the Fund.  Subject to the performance by the Fund of its obligations and to the completeness and accuracy of the representations and warranties set forth herein, you hereby accept such appointment and agree, upon the terms and conditions set forth in this Agreement, to use your best efforts during the term of this Agreement to find suitable subscribers for the Interests, provided that the Fund and the General Partner acknowledge that you as the Selling Agent (i) do not provide any representation or warranty that you will be able to raise any funds, and (ii) have no liability hereunder for failure to raise funds, notwithstanding anything else set forth herein (other than as specifically set forth herein).  You will only solicit the investors that you believe are suitable for the Fund (each, a “Suitable Investor”).  Suitable Investors found and referred to the Fund by you that are approved

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by the Fund and that subscribe for Interests and become limited partners of the Fund during the term of this Agreement are referred to herein as “Selling Agent Investors.”  The Fund is not obligated to accept the subscription of any Suitable Investor and may reject any Suitable Investor in its sole and absolute discretion.  Nothing contained herein shall limit or waive the right of the Fund to require withdrawal or redemption of a Selling Agent Investor from the Fund.  You agree that you will not appoint any selling agents to perform under this Agreement without the express written consent of the Fund.

1.2 Solicitation of Subscriptions and Performance of Investor Relations Services.  You hereby agree to solicit, as an independent contractor and not as an agent of the Fund, Suitable Investors in accordance with the terms of the Memorandum and this Agreement, provided that you reserve the right not to submit any potential investors to the Fund.  You agree to assist the Fund in making presentations to Suitable Investors and Selling Agent Investors. Once a Suitable Investor becomes a Selling Agent Investor, and for as long as it remains a limited partner, you further agree to provide to the Fund such investor relations services as the Fund may from time to time reasonably request, including, but not limited to, the following (such services, the “Investor Relations Services”):

1.2.1 promptly deliver any and all oral or written instructions received  directly received from Selling Agent Investors, to the Fund.

1.2.2            reporting to Selling Agent Investors the Fund’s net asset value per Interest;

1.2.3            responding on the Fund’s behalf to Selling Agent Investors’ questions relating to account statements, annual reports and K-1’s furnished by the Fund;

1.2.4. assisting the Fund in processing redemption requests from Selling Agent Investors; and

1.2.5. performing such additional investor services as may for time to time arise with Selling Agent Investors.

Your obligation to provide the ongoing Investor Relations Services described herein shall (i) during the term of this Agreement extend only to Suitable Investors and Selling Agent Investors solicited by you pursuant to this Agreement (and not to any other persons) and (ii) upon termination of this Agreement, shall continue only with respect to Selling Agent Investors for so long as any of them remain limited partners of the Fund.

1.3. Subscriptions.

1.3.1. Solicitation Procedures.  You or a person acting on your behalf shall furnish to each offeree, concurrently with making an offer to such offeree (and its purchaser representative, if such a representative has been selected), a numbered copy of the Memorandum, and shall maintain adequate records of each person to whom a Memorandum has been delivered.  At the end of each calendar month, you will send a

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report to the General Partner, which will include such information as the Suitable Investors’ names, Memorandum numbers and states to which the Memorandum was delivered. Each person desiring to purchase an Interest in the Offering shall be required to execute and deliver to the Fund a completed and executed subscription document, and pay the full amount of the subscription in accordance with the instructions in the subscription documents.  You shall transmit a copy of each Selling Agent Investor’s (or Suitable Investor’s, as appropriate) original subscription document received by you to the Fund at the address listed in the subscription documents as soon as received.

1.3.2. Acceptance Standards and Procedures.  The Fund will not consider any proposed subscription by a Suitable Investor or a Selling Agent Investor (as appropriate) until its or his subscription documents have been completed, signed and delivered.  After receipt of the subscription documents, the Fund will determine whether it wishes to accept the offered subscription.  The date on which an investor is accepted in to the Fund as a limited partner being the “Investment Date.”  Subscriptions for Interests will be accepted only from subscribers that meet the investor suitability standards set forth in the Memorandum.  The minimum initial required purchase by any subscriber shall be $25,000 for Class A Interests and Class B, and $1,500,000 for Institutional Interests unless the Suitable Investor otherwise meets the criteria set forth in the Memorandum, plus any applicable selling commission. If there is a conflict regarding a Suitable Investor due to a prior solicitation by another selling agent, the General Partner shall promptly notify the Selling Agent and use reasonable business efforts to reconcile the conflict. The General Partner shall determine in its sole but reasonable discretion whether the Selling Agent’s efforts resulted in the investment into the Fund being made and therefore whether a prospective or existing limited partner is a Selling Agent Investor pursuant to this Agreement, or is attributable to a selling agent other than the Selling Agent.

1.3.3. Rejection.  Any subscription may be rejected in whole or in part by the Fund, provided that the Fund must notify the Selling Agent of its rejection of any subscription within five (5) days of receipt of completed subscription documents.  Should the Fund determine to reject a subscription, the Fund will promptly return the subscription documents and the funds previously received from the person whose subscription was rejected directly to the prospective purchaser.

1.4. Due Diligence.  You agree to conduct your own investigation and not to recommend any prospective investors to the Fund unless you determine that all material facts upon which each Suitable Investor or Selling Agent Investor (as appropriate) might rely in making his or its investment decision have been accurately and adequately disclosed in the Memorandum to the extent you deem necessary and that each Suitable Investor meets the suitability requirements set forth in the Memorandum. You further acknowledge receipt of the Memorandum and will use the Memorandum and other documents provided to you by the Fund only for solicitation purposes in soliciting investors in the Fund.  You have read the Memorandum and will not make any representations not set forth in the Memorandum, or other materials regarding the Fund that are approved by the General Partner for your use in soliciting Suitable Investors or Selling Agent Investors (as appropriate).  You will return any undistributed copies of the

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Memorandum to the Fund at the end of the term of this Agreement or as sooner requested by the Fund.  This Section 1.4 does not relieve the Fund of its independent obligation to ascertain the suitability of Selling Agent Investors.  You will not alter any Fund documents without our consent and will not prepare any other materials concerning the Fund without first sending them to us for our review and approval.

1.5. Compensation to the Selling Agent.

1.5.1. Fees and Expenses.  In full compensation for your services described herein, with respect to each Selling Agent Investor introduced and procured by your efforts hereunder, the Fund and/or the General Partner, as applicable, shall pay you the fees as set forth in Exhibit A (the “Fees”) attached hereto.  The Fund will pay all costs and expenses of the Fund relating to counsel, accountants for the Fund and the costs of preparing the Memorandum.  You shall not be responsible for any expense of the Fund or others for any charges or claims related to the Offering, but you shall be responsible for all expenses incurred by you in connection with your performance of your duties under this Agreement and neither the Fund nor the General Partner shall have an obligation to reimburse you for any such expenses.

1.5.2. Payment of the Fees.  Payment of the Fees to you is subject to the following conditions:

(a)            Amounts will be payable to you only with respect to Interests owned by Selling Agent Investors.

(b)           The General Partner shall determine in its sole but reasonable discretion whether your efforts resulted in the investment into the Fund being made and therefore whether a limited partner is a Selling Agent Investor.

(c)            No selling commissions will be paid from the proceeds of sales of Interests and no Fees or any other payments shall be due to you for introductions or purchases other than those specifically described herein.  You agree that with respect to the services you will perform for the Fund hereunder you shall have no right to seek and will not seek payment of any fee (including, but not limited to, consulting, management, incentive or advisory) from any person or entity other than the Fund or the General Partner.

(d) If any registered representative of the Selling Agent becomes employed by another appropriately registered firm (the “Transferee Firm”), and the Selling Agent Investors introduced to the Fund by the registered representative  (“Registered Representative Investors”) become clients of the Transferee Firm, the Selling Agent assigns, without the need for further documentation, its right to receive the Fees attributable to Registered Representative Investors to the Transferee Firm.

Section 2.   Representations and Warranties of the Fund and the General Partner.

(a)           The Fund and/or the General Partner, as applicable, represent and warrant to you, as specifically set out below, the following:

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2.1.          Power and Authority of the Fund.  The Fund has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with full power and authority to conduct business as described in the Memorandum.  The Fund has, and on each Investment Date will have, full power and authority to conduct its business as described in the Memorandum. The Fund is, and at each Investment Date will be, duly licensed or qualified to do business and in good standing in the state of its formation.  Except as disclosed in the Memorandum, the Fund has, and on each Investment Date will have: (i) all governmental licenses, permits, consents, orders, approvals and other authorizations necessary to carry on its business as contemplated in the Memorandum the absence of which would have a material adverse effect on the business, prospects or financial condition of the Fund; (ii) complied in all material respects with all laws, regulations and orders applicable to it or its business; and (iii) performed all of its material obligations required to be performed by it, and is not, and on each Investment Date will not be, in default, under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note, agreement, lease contract, loan agreement, lease, contract or other agreement or instrument (collectively, a “Contract or Other Agreement”) to which it is a party or by which its property is bound or affected.

2.1.1. Validity of Issuance of Securities.  The outstanding Interests have been, and the Interests to be issued and sold by the Fund pursuant to the Offering, upon such issuance will be, when paid for as provided herein and in the Memorandum, duly authorized, validly issued, fully paid and non-assessable, and will not be subject to any preemptive or similar rights.  The description of the Interests in the Memorandum is, and on each Investment Date will be, complete and accurate in all material respects. Subscribers for the Interests shall have no liability in excess of their respective capital contributions other than as required or permitted by applicable law.

2.1.2. Adequacy of the Memorandum.  The Fund has or will have prepared and delivered to you the Memorandum.  The Memorandum and any other written materials provided to the Selling Agent by the Fund or the General Partner do not, to the best of the General Partner’s knowledge, and on any Investment Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  There are no material Contracts or Other agreements to which the Fund is a party which have not been described in the Memorandum.  All such Contracts or Other Agreements to which the Fund is a party have been duly authorized, executed and delivered by the Fund, constitute valid and binding agreements of the Fund and are enforceable against the Fund in accordance with the terms thereof.

2.2.Power and Authority of General Partner.  The General Partner has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with full power and authority to conduct business and enter into this Agreement.  The General Partner has obtained and filed any necessary consent, approval, authorization or order necessary, under any “Laws,” which is required for the performance of the General Partner’s obligations or business in relation to this Agreement other than with respect to the consents, approvals, authorizations or orders the

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absence of which would not cause a material adverse effect on the business, prospects or financial condition of the General Partner.  All such required consents, authorizations, approvals or orders shall, to the extent necessary, remain in full force and effect during the term of this Agreement.  “Laws” when used as a defined term in this Agreement shall mean all statutes, laws, rules, regulations, requirements, ordinances, injunctions, writs, decrees and court orders of any governmental authority, including but not limited to any U.S. federal or state law related to securities or investment advice, or fraudulent or felonious conduct, or any rule or regulation promulgated pursuant to such Laws.

2.3.Due Authorization and Enforceability of this Agreement.  This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Fund and the General Partner and constitutes the valid, binding and enforceable agreement of the Fund and the General Partner, except to the extent that (i) the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either state or federal law) in the context of the offer or sale of securities.

2.4.No Material Adverse Change.  Except as may be disclosed in the Memorandum (as supplemented from time to time), or as the Fund or the General Partner may otherwise disclose to you from time to time after the date of this Agreement, (i) there has not been any material adverse change in the capitalization of the Fund or the General Partner, or in the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Fund or General Partner, arising for any reason whatsoever other than in the ordinary course of business and (ii) the Fund and the General Partner have not incurred any material liabilities or obligations, direct or contingent.

2.5.Absence of Legal or Contractual Conflicts.  The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in: (a) the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Fund or the General Partner pursuant to the terms or provisions of any Contract or Other Agreement; (b) a breach, violation or default under (or the triggering of any termination or acceleration rights under) any of the terms or provisions of the organizational documents of the Fund or General Partner, or of any Contract or Other Agreement to which the Fund or General Partner is a party or by which the Fund, the General Partner or any of their respective properties is bound or affected; or  (c) a violation of any Laws applicable to the business or properties of the Fund or General Partner.

2.6.Governmental Consents.  No consent, approval, authorization or order of any court or governmental agency or body has been obtained or is required for the performance of this Agreement and the consummation of the transactions contemplated in this Agreement by the Fund or the General Partner, except for any such approvals or

6

authorizations disclosed in the Memorandum or which have or in the future will be obtained as required under any applicable state securities laws (“Blue Sky” laws).

2.7.Pending or Threatened Claims.  Except as may be described in the Memorandum or that has otherwise been disclosed to you in writing, and to the best of the General Partner’s and Fund’s knowledge, there is not pending, threatened or contemplated any actions, suits or proceedings (i) before or by any federal, state or local court, commission, regulatory body, administrative agency or other governmental body against the Fund, the General Partner, or their respective officers or other principals in their capacities as such, or (ii) as a result of any default in the due performance and observance of any material obligation, term, covenant or condition of any Contract or Other Agreement to which the Fund or General Partner is a party or by which the Fund, the General Partner or any of their respective properties is bound or affected, that might result in any material adverse change in the condition (financial or otherwise), earnings, affairs assets or business or prospects of the Fund or the General Partner.

Section 3.Covenants of the General Partner and the Fund.

The Fund and/or the General Partner, as applicable, covenant with you as follows:

3.1.Amendment of Memorandum.  Upon the occurrence of any event that would cause the Memorandum, during the Offering, to include an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein not misleading, the Fund and/or General Partner will promptly notify you of the event and promptly prepare and furnish to you such number of copies as you may request of an amended or supplemented Memorandum that shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading.

3.2.Compliance with Securities Laws.  The Fund will cause the sale of the Interests to take place in a manner that will permit reliance upon Regulation D promulgated under the Securities Act and will file the required Form D in a timely fashion.  The Fund will cause its counsel to file on its behalf such notices and consents to service of process as are necessary to conduct the Offering under the securities or Blue Sky laws of states in which the Fund is offered.

3.3.Reports and Other Information.  The Fund will, as long as any Interests may remain outstanding, furnish directly to you, upon request, one copy of each report furnished to Selling Agent Investors.

3.4 Limited Liability and Fund Status.  The Fund will take all steps necessary to preserve, to the extent possible, the limited liability of the Selling Agent Investors and the Fund’s status as a limited partnership.

3.5           Notification of Changes.  The General Partner and/or the Fund will notify you promptly of any material change to any of the representations, warranties, covenants

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or agreements of the Fund or the General Partner contained herein during the term of this Agreement.

3.6           General Covenants.    The General Partner covenants that it will at all times be in compliance with all Laws (as defined above) the non-compliance with which will result in a material adverse effect on the General Partner’s business, financial conditions or operations.  The General Partner covenants that it will manage the Fund’s business in accordance with the terms of the Memorandum.  The General Partner shall inform the Selling Agent of the initiation of any investigation, claim or inquiry of any governmental or self-regulatory organization related to the Fund, the General Partner or their affiliates, or of any lawsuit of any party against the Fund, the General Partner or their affiliates, promptly upon the General Partner having notice of such a matter. The term “affiliate” shall mean the broadest definition of affiliate contained in federal or state securities laws.

3.7           Confidentiality.  Except as required by applicable Laws or legal process or pursuant to any legal, regulatory or self-regulatory requests for information or documents, the General Partner and the Fund agree to comply with all applicable Laws relating to the privacy of personal financial information of Suitable Investors and Selling Agents Investors under this Agreement (e.g., as imposed by the Gramm-Leach-Bliley Act of 1999 and enforced by various federal regulatory agencies, or under applicable state personal financial privacy regulations).

Section 4.Representations and Warranties of the Selling Agent.

You hereby represent, warrant and agree with the Fund and the General Partner for their benefit that:

4.1.Entity Power and Authority.  You have been duly organized and validly existing as an entity under the laws of your state of organization, with all requisite power and authority to conduct your business and to perform the obligations contemplated herein.

4.2.Due Authorization and Enforceability of This Agreement.  This Agreement has been duly and validly authorized, executed and delivered by you or on your behalf and constitutes your valid, binding and enforceable agreement, except to the extent that (i) the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either state or federal law) in the context of the offer or sale of securities.

4.3.Absence of Legal or Contractual Conflicts.  Your execution and delivery of this Agreement, and the performance of your obligations hereunder, will not result in a violation of, be in conflict with or constitute a default under any agreement or instrument to which you are a party or by which you or your properties are bound, or any

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judgment, decree, order or, to your knowledge, any statute, rule or regulation applicable to you.  Except as it has otherwise been disclosed to the Fund, there are no actions, suits or proceedings pending or, to your knowledge, threatened against or affecting you or your officers or directors in their capacity as such, before or by any court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding might materially and adversely affect you or your business, properties, business prospects, condition (financial or otherwise) or results of operations taken as a whole.

4.4.Broker-Dealer and Other Qualifications.  You are (and will continue to be at all times during the term of this Agreement) registered as a broker-dealer in good standing with the SEC and a member in good standing of FINRA and agree to abide by the Rules of Fair Practice of such association.  You are properly registered or licensed in good standing as a broker or dealer under applicable laws and regulations, including applicable state “Blue Sky” laws.  You, your affiliates, and your or their officers and directors (or any other person serving in a similar capacity) have not taken or failed to take any act, and are not subject to any order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of state securities laws.  You are, and at each Investment Date will be, duly licensed or qualified to do business and in good standing as a foreign business enterprise in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified does or will not have a material adverse effect on the business or operations of you or the Fund.

4.5.Statutory Disqualifications.  You hereby represent that you are not in violation of any “Bad Boy” provisions of any state, and no other issuer of privately placed securities has declined or refused to accept the you as a selling agent of such issuer's securities in connection with any conviction, order, judgment or decree.  Specifically, that you (i) within the last five years, have not filed a registration statement that is subject to a currently effective registration stop order entered by any state securities administrator or the SEC, (ii) within the last five years, have not been convicted of any criminal offense in connection with the offer, purchase or sale of any security, or involving fraud or deceit, (iii) are not currently subject to any state or federal administrative enforcement order or judgment, entered within the last five years, finding fraud or deceit in connection with the purchase or sale of any security, or (iv) are not currently subject to any order, judgment or decree of any court of competent jurisdiction, entered within the last five years, temporarily, preliminarily or permanently restraining or enjoining you from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.

Section 5.Covenants of the Selling Agent.

You covenant with the Fund as follows:

5.1           Conduct of Solicitation.  You or a person acting on your behalf will cause each Suitable Investor to complete and execute subscription documents in order to

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enable the Fund to determine whether such person is qualified to acquire Interests.  You will not execute any subscription documents for any person and will not invest in the Interests through any person’s discretionary trading account without the written approval of such person.  You will abide by, and take reasonable precautions to insure compliance with, all provisions contained in the Memorandum and this Agreement regulating the terms and manner of conducting the Offering.  You further agree to the following; (i) you will use no materials except the Memorandum and other documents approved in writing by General Partner, (ii) you will not make any representations to prospective investors not set forth in the Memorandum, and (iii) you will inform all Suitable Investors of all pertinent facts relating to the Fund risks, liquidity and marketability of their investment as set forth in the Memorandum.

5.2           Compliance with Federal and State Securities Laws and Other Applicable Laws.  With respect to all persons solicited by you under this Agreement, you will comply with all applicable laws of the jurisdiction in which any offer or sale is made.  You will offer the Interests in a private manner in compliance with all applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D.  You and any person acting on your behalf will make offers of the Interests only to persons whom you and your employees have reasonable grounds to believe and do believe (i) have such knowledge and experience in business and financial matters (either alone or together with a purchaser representative) that they are capable of evaluating the merits and risks of the prospective investment and of protecting their own interests in connection with the transaction and (ii) meet the investor suitability requirements contained in the Memorandum.  You and any person acting on your behalf will cooperate with the Fund so that the Interests are sold only to “accredited investors” as such term is defined in Rule 501 of Regulation D and you employees will exercise reasonable care to ensure that a purchaser is not an underwriter within the meaning of Section 2(11) of the Securities Act.  You will comply with all applicable requirements of any “Blue Sky” laws or rules or regulations promulgated by states thereunder and will not offer or sell any of the Interests except in compliance with such laws, or as preempted under Section 18(b)(4)(D) of the Securities Act, added by the National Securities Markets Improvement Act of 1996.  With respect to any state that limits the number of offers and sales that may be made, you shall limit the number of offers and sales of Interests as the Fund or the General Partner may advise you from time to time.

5.3           Confidentiality.  Except as required by applicable Laws or legal process or pursuant to any legal, regulatory or self-regulatory requests for information or documents, you agree to comply with all applicable Laws relating to the privacy of personal financial information of Suitable Investors and Selling Agents Investors under this Agreement (e.g., Regulation S-P, other applicable regulations imposed by the Gramm-Leach-Bliley Act of 1999 and enforced by various federal regulatory agencies, or applicable state personal financial privacy regulations). You will obtain each Selling Agent Investor’s prior written consent to have statements, reports and other documentation on their Interests in the Fund submitted to you.

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5.4           Notification of Changes.  You will notify the Fund promptly of any change having or which is likely to have a material adverse effect relating to any of your representations, warranties, covenants or agreements contained herein that occurs at any time during the term of this Agreement.

5.5           Anti-Money Laundering (AML).  You hereby certify that: (i) you are required to establish an anti-money laundering program, which satisfies the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) (ii) you have developed, implemented, and will maintain such an anti-money laundering program, including a customer identification program consistent with the rules under sec. 326 of the USA Patriot Act, and will comply with all applicable laws and regulations designed to guard against money laundering activities set out in such program (iii) you will cooperate with the General Partner and deliver information reasonably requested by the General Partner concerning Selling Agent Investors as necessary for the General Partner or the Fund to comply with the USA Patriot Act or any applicable federal and regulatory obligations; and (iv) you will notify the General Partner, in writing, if it is found, by its Compliance Officer, independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the USA Patriot Act or any applicable federal and regulatory obligations, or your anti-money laundering program. You further represent that the covenants and certifications of this Section 5.5 will apply equally with respect to each Selling Agent Investor found and referred to the Fund pursuant to this Agreement, whether directly referred to the Fund by you or indirectly referred to the Fund by you through an affiliated registered investment adviser, or a non-affiliated registered investment adviser with which a registered representative of yours is an associated person.

5.6           Recordkeeping and Business Continuity.  You will maintain copies of all records relating to Selling Agent Investors including, but not limited to, copies of subscription documents, AML documentation and all Know Your Client (KYC) records.  In the event that the General Partner or Fund experiences a business disruption and/or loss of records, you also agree to assist the General Partner and the Fund in servicing Selling Agent Investors during the disruption, and in the duplication of records.

Section 6.Indemnification.

    6.1.By the Fund.  The Fund agrees to indemnify and hold harmless you and each person, if any, who controls you within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which you or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon facts which would constitute a breach by the Fund of any warranty, representation, covenant or agreement in this Agreement.

6.2.By the Selling Agent.  You will indemnify and hold harmless the Fund and the General Partner and each other person who controls the Fund or the General Partner within the meaning of the Securities Act, against any losses, claims, damages or

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liabilities, joint or several, to which the Fund, the General Partner or such other controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon facts which would constitute a breach by you of any warranty, representation, covenant or agreement in this Agreement.

6.3.Notification.  Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Section 7.Termination of This Agreement.

7.1           Termination.  This Agreement shall terminate upon written notice by the General Partner, the Fund or the Selling Agent, provided that any Fees earned through the date of termination shall be paid promptly following the date of termination (unless such payment violates any applicable law).  Subsequent to termination of this Agreement: (i) the Selling Agent’s obligation to perform the Investor Relations Services described in Section 1.2 hereof shall survive such termination of this Agreement for so long as any Selling Agent Investor remains a limited partner of the Fund; and (ii) the obligation of the Fund and/or General Partner, as applicable, to pay Fees shall survive termination and the Selling Agent will continue to be paid Fees with respect to each Selling Agent Investor that remains a limited partner of the Fund, but only if (a) the termination is not based on the Selling Agent’s breach of its obligations under this Agreement and (b) there is no entry of any order or decree by any court or self regulatory body effectively prohibiting or enjoining the payment of Fees to the Selling Agent for the performance of its obligations under this Agreement.

7.2.Liability of Parties.  All representations, warranties and indemnification agreements contained in this Agreement shall remain operative and in full force and effect to the extent applicable, regardless of any termination pursuant to Section 7.1, and shall survive the final Investment Date, as shall all restrictions concerning the confidentiality of client and Fund-related information set forth in Section 5.5 hereof.

Section 8.Miscellaneous Provisions.

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8.1. Notices.  All notices provided for by this Agreement shall be made in writing to the parties thereunto entitled either (i) by personal or in-hand delivery of the notice or (ii) by e-mail with electronic confirmation of delivery or (iii) by United States mail (certified or registered mail, return receipt requested) or overnight courier delivery (with authorized signature required upon delivery) of the notice to the address as stated above for you, or as stated in the Memorandum for the Fund or the General Partner (or at such other address as may have been designated by written notice).  The notice shall be deemed to have been received:  (a) if by personal or in-hand delivery, on the date of its actual receipt by the party entitled thereto; (b) by e-mail, on the date the e-mail was sent; (c) if by United States mail, two (2) days after the date of deposit in the United States mail; or (d) if by overnight courier delivery, one (1) day after the date of deposit with the courier service.

8.2. Parties.  This Agreement shall inure to the benefit of and be binding upon you, the Fund, the General Partner and each of your, the Fund’s and the General Partner’s respective successors and legal representatives.  Except as otherwise set forth in this Section, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provision herein contained.  No purchaser of Interests will be deemed a successor because of such purchase.  You may not assign any benefit nor delegate any duty under this Agreement without the prior written consent of the General Partner.

8.3. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws provisions.

8.4. Arbitration. The parties waive their right to seek remedies in court, including the right to jury trial.  Any dispute arising out of, or relating to, this Agreement or the breach thereof (other than Sections 3.7 and 5.5 hereof), or regarding the interpretation thereof, shall be resolved exclusively by arbitration conducted in the state of California and the city of San Diego in accordance with the rules of JAMS/The Resolution Experts (“JAMS”) applying the laws of California.  Other than as stated below with respect to a breach of Sections 3.7 and 5.5 hereof, disputes shall not be resolved in any other forum or venue.  The parties agree that such arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities business, that discovery shall not be permitted except as required by the rules of JAMS, that the arbitration award shall not include factual findings or conclusions of law and that no punitive damages shall be awarded.  The parties understand that any party’s right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited.  Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction.  The parties agree that money damages would be an inadequate remedy for a breach of Sections 3.7 or 5.5 hereof and in the event of a breach or threatened breach of Sections 3.7 or 5.5 hereof, the parties or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply for specific performance and/or injunctive or other relief in

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order to enforce, or prevent any violations of, such provisions, without posting a bond or other security.

8.5. Multiple Counterparts.  This Agreement may be executed in a number of identical counterparts, each of which shall be deemed to be an original, but all of which constitute, collectively, one and the same Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

8.6. Modification or Amendment.  This Agreement may not be modified or amended except by written agreement executed by the parties hereto.

8.7. Other Instruments.  The parties hereto covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Agreement.

8.8. Validity.  Should any portion of this Agreement be declared invalid and unenforceable, then such portion shall be deemed to be severable from this Agreement and shall not affect the remainder of this Agreement.

8.9. Captions.  The captions used in this Agreement are for convenience only and shall not be construed in interpreting this Agreement.

8.10.Entire Agreement.  This Agreement contains the entire understanding between the parties and supersedes any prior understandings or written or oral agreements between them respecting the subject matter hereof.

8.11. Facsimile.  Any facsimile signature of this Agreement or any other document by any person or entity relating to this Agreement will constitute the legal, valid, and binding execution of this Agreement or such other document by such person or entity.

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If the foregoing is in accordance with our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement among you and the Fund in accordance with its terms.

Very truly yours,

WINTON FUTURES FUND, L.P. (US)

By: its General Partner, Altegris Portfolio
Management, Inc.

By:

 Name:

 Title:

ALTEGRIS PORTFOLIO MANAGEMENT, INC.

By:

 Name:

 Title:

By:

 Name:

 Title:

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Exhibit A

In consideration of the Selling Agent and its employees performing the obligations under this Agreement, and within 30 days after receipt by the Fund or the General Partner, the Selling Agent shall be paid the following compensation:

With respect to Class A, Class B and Institutional Interests, an amount equal to the selling commission as and to the extent charged to a Selling Agent Investor (which may be any percentage of the Net Asset Value per Interest up to 3% with respect to each Interest sold to a Selling Agent Investor at such closing).

With respect to Class A Interests, and in further consideration of the Selling Agent and its employees' performing the obligations under this Agreement, the Fund shall pay the Selling Agent continuing compensation equal to 0.166% (2% annually) of the Fund’s month-end net asset value of the Class A capital account balance of each Selling Agent Investor outstanding at month end.

With respect to Class B Interests sold before June 1, 2008, the General Partner shall pay the Selling Agent an amount up to 0.041% (0.50% annually) of the “management fee net asset value” (as defined in Memorandum) of the Class B capital account balance of each Selling Agent Investor outstanding at month end.

With respect to Institutional Interests, the General Partner shall pay the Selling Agent an amount up to 0.041% (0.50% annually) of the “management fee net asset value” (as defined in Memorandum) of the Institutional Interest capital account balance of each  Selling Agent Investor outstanding at month end.

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Exhibit B

Anti-Money Laundering

1.   The Selling Agent has established and implemented policies, procedures and internal controls reasonably designed to achieve compliance with the USA Patriot Act and the U.S. Bank Secrecy Act the (BSA) and applicable regulations adopted to implement the provisions of such laws, including policies and procedures that can be reasonably expected to detect and cause the reporting of transactions under Section 5318 of the BSA, including:

a.   Customer identification program (CIP), including identification and verification of the identity of any person seeking to open a client account, to the extent reasonably practicable

b.   The identification of, and execution of enhanced due diligence on, any unusual or suspicious activity or “red flags”, including but not limited to unusual or suspicious account activity, unusual concern, hesitancy or avoidance in complying with the Selling Agent’s AML procures, questionable background including when the customer is from, or has accounts in, a country identified as a non-cooperative country or territory by the FATF.

c.   Maintaining records of the information used to verify a person’s identity, including name, address and other identifying information

d.   Consulting lists maintained by the U.S. Government of sanctioned individuals or organizations known or suspected to be associated with drug-trafficking, terrorism and other illegal activities, in order to determine whether persons seeking to open client accounts appear on any such list

e.   Designating the individual or individuals to be responsible for implementing and monitoring those policies, procedures and internal controls

f.   Provide for testing of those policies, procedures and internal control by independent personnel or by a qualified outside party.

2.   To best of its knowledge, the Selling Agent’s AML program is compliant with all anti-money laundering laws and regulations applicable to the Selling Agent based upon the location and scope of its current business operations.

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3.   The Selling Agent complies with all “Know Your Customer” requirements of applicable self-regulatory organizations, as well as the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) list of specially designated nationals, blocked persons and sanctioned governments.

4.   The Selling Agent will adhere to the policies and procedures in its AML program, and will notify the General Partner if we are no longer able to abide by such policies or procedures.

5.   The Selling Agent agrees to provide information and records related to its anti-money laundering policies, procedures and controls and it’s compliance with such procedures.

6.   The Selling Agent will notify the General Partner if you suspect any unusual, suspicious, illegal activity or “red flags” associated with a Selling Agent Investor, or if it cannot form a reasonable belief as to the true identity of an introduced investor (or any beneficial owner thereof), and file a suspicious activity report with appropriate regulatory authorities if in the General Partner’s sole discretion it determines that suspicious circumstances warrant such a filing.

7.   The Selling Agent will take every measure possible to ensure the subscription moneys paid to the Fund by Selling Agent Investors have been paid from accounts of which such Selling Agent Investors are the beneficial owners, are not from a bank with no physical place of business (commonly referred to as a shell bank) and such subscription moneys are not from a country or territory named on the list of high-risk or non-cooperating countries or jurisdictions published by the Financial Action Task Force (“FATF”).

8.   The Selling Agent will not, to the best of your knowledge and belief, after due inquiry of each Selling Agent Investor, including beneficial owners of entities, introduce Selling Agent Investors that are Prohibited Investors as outlined in Exhibit H of the Fund’s subscription documents. Prohibited Investors include Senior Political Figures, shell banks, specifically designated national and blocked persons as identified on the list maintained by the Office of Foreign Assets Control, entities organized or chartered under the laws of, a jurisdiction that has been identified by the US Treasury Department's Financial Crimes Enforcement Network (FinCen) under Section 311 or 312 of the USA Patriot Act as warranting special measures due to money laundering concerns.

9.   The Selling Agent will re-certify annually to the General Partner that it has implemented an AML program and will perform (or its agent will perform) the specified requirements of the Selling Agent’s CIP and AML policies.

Selling Agency Agreement ________________/Winton Futures Fund, L.P. (US)              
60;  18

10.   The Selling Agent represents that it is a financial institution regulated by a Federal Functional Regulator (as defined in 103.120(a)(2) of the BSA). The Selling Agent acknowledges and understands that the General Partner will rely on such representations and warranties in connection with its compliance with the USA Patriot Act and The BSA.  The Selling Agent agrees to notify the General Partner promptly if any of the above representations and warranties ever ceases to be true and correct in any respect.

11.   If the Selling Agent has engaged the services of another financial institution in connection with fulfilling its duties and obligations which are the subject of its representations and warranties set forth herein, the Selling Agent hereby represents and warrants that it has obtained adequate assurances from such financial institution that enable it to make such representations and warranties.

Selling Agency Agreement ________________/Winton Futures Fund, L.P. (US)              
60;  19