10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

_______________________

Commission file number: 000-53348

ALTEGRIS WINTON FUTURES FUND, L.P.

(Exact name of registrant as specified in its charter)

COLORADO (State or other jurisdiction fnof incorporation or organization) 84-1496732 (I.R.S. Employer Identification No.)

c/o ALTEGRIS ADVISORS, L.L.C.

1200 Prospect Street Suite 400

La Jolla, California 92037

(Address of principal executive offices) (zip code)

(858) 459-7040

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

   Yes   [   ]     No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

   Yes   [   ]     No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

   Yes   [X]    No    [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

   Yes   [X]    No    [  ]

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[X]

Indicate by check mark whether the registrant is a large 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	[   ]	Accelerated filer	[   ]
Non-accelerated filer	[X]	Smaller reporting company	[   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

   Yes   [   ]     No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

ITEM 1: BUSINESS

(a)        General Development of Business

Altegris Winton Futures Fund, L.P. (the “Partnership”) is a limited partnership organized under the Colorado Uniform Limited Partnership Act in March 1999.  The Partnership’s business is the speculative trading and investment in international futures, options and forward markets (“Commodity Interests”).  The Partnership commenced its trading and investment operations in November 1999.

On December 31, 2014, pursuant to an internal reorganization of Altegris Portfolio Management, Inc., then the general partner of the Partnership, and certain affiliated entities, Altegris Portfolio Management, Inc. (“APM”) merged with and into its affiliate, Altegris Advisors, L.L.C., a Delaware limited liability company (the “Transaction”).  By operation of law and pursuant to Paragraph 12 of the Partnership’s Second Amended Agreement of Limited Partnership, effective as of April 14, 2011, as amended, Altegris Advisors, L.L.C. then became, and was admitted as, the general partner of the Partnership (the “General Partner”).  The officers of the General Partner are the same persons with the same titles as the officers of APM prior to the Transaction, and the managers of the General Partner were also the directors of APM prior to the Transaction.

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” and together with the General Partner, “Partners”) have no rights to participate in the management of the Partnership.

The General Partner is registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”), and is a member of National Futures Association (“NFA”).  Winton Capital Management Limited, a United Kingdom Company, acts as the Partnership’s trading advisor (“Advisor”).  The Advisor is registered with the CFTC as a Commodity Trading Advisor and is authorized and regulated by the United Kingdom’s Financial Conduct Authority.

Altegris Investments, LLC (“Altegris”), an affiliate of the General Partner, serves as a selling agent of the Interests and acted as the Partnership’s introducing broker until January 1, 2011, when Altegris Futures, LLC (“Altegris Futures”) replaced Altegris as the Partnership’s introducing broker.  On December 31, 2014, Altegris Futures merged with and into its affiliate, Altegris Clearing Solutions, LLC.  Altegris Clearing Solutions, LLC is registered with the CFTC as an Introducing Broker (“Clearing Solutions” or the “Introducing Broker”).

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; termination of the Partnership pursuant to the terms of the Limited 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.

As of February 28, 2015, the aggregate net asset value of the Interests in the Partnership before redemptions was $384,141,717.  The Partnership operates on a calendar fiscal year and has no subsidiaries.

The Partnership offers three “classes” of Interests: Class A, Class B and Institutional Interests (each, a “Class of Interest”).  The Classes of Interests differ from each other only in the fees that they pay and the applicable investment minimums.

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(b)        Financial Information About Segments

The Partnership’s business constitutes only one segment for financial reporting purposes — i.e., a speculative “commodity pool.”  The Partnership does not engage in sales of goods or services.  Financial information regarding the Partnership’s business is set forth in the Partnership’s financial statements, included herewith.

(c)        Narrative Description of Business

The Partnership is designed to produce long-term capital appreciation through growth, and not current income.  The General Partner has selected the Advisor to trade one of the Advisor’s proprietary trading models, the Winton Diversified Program (the “Program”), on behalf of the Partnership.  The Advisor currently has the authority to trade the Program on behalf of the Partnership 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 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 broadly diversified portfolio of highly liquid financial instruments across numerous futures markets, and may also include certain OTC instruments and government securities, 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.

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 follows a primarily non-discretionary system. This means that trading signals are automatically generated by its models and, except in extreme situations, are followed to the letter. The Advisor has found that the absence of discretion promotes greater consistency in performance and lessens the opportunity for less reliable anecdotal evidence and personal judgment to influence decision-making. In unusual market situations, the Advisor reserves the right to deviate from its automatic system.

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.

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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.

It is expected that between 5% and 50% of the Partnership’s assets generally will be held as initial margin or option premiums (in cash or United States (“U.S.”) Treasury Department (“Treasury”) securities) in the Partnership’s brokerage accounts at its clearing broker, SG Americas Securities, LLC (“SGAS”), a futures commission merchant (“FCM”), and available for trading by the Advisor in Commodity Interests on behalf of the Partnership.  On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SGAS, with the latter as the surviving entity.   Interest on Partnership assets held at SGAS in cash or Treasury securities will be credited to the Partnership as described under “Charges.”  Depending on market factors, the amount of margin or option premiums held at SGAS could change significantly, and all of the Partnership’s assets are available for use as margin.  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.

With respect to Partnership assets not held at SGAS as described above, but deposited with JPMorgan Chase Bank, N.A. (the “Custodian”), the portion not held in checking, money market or other bank accounts (and used to pay Partnership operating expenses) will be invested in liquid, high-quality short-term securities at the direction of the Custodian or its affiliate J.P. Morgan Investment Management Inc. (“JPMIM”).  The Partnership’s custody and investment management agreement with the Custodian permits the Custodian to invest in U.S. government and agency securities, other securities or instruments guaranteed by the U.S. government or its agencies, CDs, time deposits, banker’s acceptances and commercial paper — subject in each case to specific diversification, credit quality and maturity limitations.  The Custodian may use sub-advisers to attempt to increase yield enhancement.  The General Partner may direct that a portion of Partnership assets be deposited with other custodians and retain other sub-advisers for the purpose of attempting to increase yield enhancement via other cash management arrangements.

The percentage of the Partnership’s assets deposited with these firms is also subject to change in the General Partner’s sole discretion.  The Partnership’s assets will not be commingled with the assets of any other person.  Depositing the Partnership’s assets with banks or SGAS, or other clearing brokers, as segregated funds is not commingling for these purposes.

The Partnership pays all of its ongoing liabilities, expenses and costs.  The General Partner receives a management fee of 0.104% of the month-end net asset value, before deduction for any accrued incentive fees related to the current quarter (the “management fee net asset value”), of all Class A Interests (1.25% per annum), 0.104% of the month-end management fee net asset value of all Class B Interests (1.25% per annum) and 0.0625% of the month-end management fee net asset value of all Institutional Interests (0.75% per annum), 0.0625% (0.75%) of all Original Class A Interests, 0.146% (1.75%) of all Original Class B Interests, and currently 0.0417% to 0.0625% (0.50% to 0.75% annually) of all Special Class Interests of the Partnership’s management fee net asset value.  The Advisor receives a management fee of 0.083% of the management fee net asset value of the month-end capital account balances of all Interests (1.0% per annum) and 20% of quarterly trading profits applicable to each Class of Interest.

Each selling agent selling Class A Interests receives 0.166% of the month-end net asset value of the Partnership apportioned to each Class A Interest sold by such selling agent (2% per annum) and may elect to receive 0.0417% of the month-end net asset value apportioned to any Institutional Interest sold by such selling (0.50% per annum).

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SGAS paid during 2014 to Altegris Futures (which in December 2014 merged with and into the Introducing Broker) a portion of the brokerage commissions and transaction fees received from the Partnership as well as a portion of the interest income received on the Partnership’s assets.  Monthly brokerage charges equal to the greater of (A) actual commissions of $9.75 per round-turn (higher for certain exchanges or commodities) multiplied by number of round-turn trades, which amount includes other transaction costs; or (B) an amount equal to 0.125% of the management fee net asset value of all Interest holders’ month-end capital account balances (1.50% annually).  If actual monthly commissions and transaction costs in (A) above are less than the amount in (B) above, the Partnership will pay the difference to the Introducing Broker as payment for brokerage-related services. In any month when the amount in (A) is greater than the amount in (B) above, the Partnership pays only the amount described in (A) above.

The Partnership generally pays its operating expenses as they are incurred.  A fixed administrative fee is charged to Class A and Class B Interests and paid to the General Partner equal to 0.0275% of the management fee net asset value of the month-end capital account balance of all such Class A and Class B Interests (0.333% per annum).

(d)        Regulation

The CFTC has delegated to NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers,” “swap dealers”, “major swap participants” and, in most cases, their respective associated persons, as well as “floor brokers” and “floor traders.”  The Commodity Exchange Act requires commodity pool operators such as the General Partner, commodity trading advisors such as the Advisor and commodity brokers or FCMs such as SGAS and introducing brokers such as the Introducing Broker to be registered and to comply with various reporting and record keeping requirements.  CFTC regulations also require FCMs and certain introducing brokers to maintain a minimum level of net capital.  In addition, the CFTC and certain commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges.  Similar position limits may in the future be put in place with respect to swaps that are exchange-traded or are economically equivalent to exchange-traded swaps or futures contracts.  All accounts owned or managed by the Advisor will be combined for position limit purposes.  The Advisor could be required to liquidate positions held for the Partnership in order to comply with such limits.  Any such liquidation could result in substantial costs to the Partnership.  In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to hit its daily price limit for several days in a row, making it impossible for the Advisor to liquidate a position and thereby experiencing a dramatic loss.  Certain deliverable currency forward contracts are subject to limited regulation in the United States, including reporting and recordkeeping requirements.

In addition to the registration requirements described above, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short position which 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.  The CFTC may in the future also implement position limits for certain exempt commodity contracts, including metals and energy contracts, with respect to futures, options on futures, and economically equivalent swaps.  If such position limits are adopted, they could materially affect the Partnership’s trading strategy.

Deliverable currency forward contracts are currently subject to only limited regulation in the United States.  The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) was enacted in July 2010, and gave the CFTC jurisdiction over non-deliverable currency forward contracts.  The Reform Act mandates that a substantial portion of over-the-counter derivatives must be executed in regulated markets and submitted for clearing to regulated clearinghouses, and the CFTC may impose such a requirement on non-deliverable currency forward contracts.  The mandates imposed by the Reform Act may result in the Partnership bearing higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees with respect to any swaps entered into by the Partnership.

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The Partnership has no employees.

Financial Information About Geographic Areas

The Partnership has no operations in foreign countries although it trades on foreign exchanges and other non-U.S. markets.  The Partnership does not engage in sales of goods or services.

ITEM 1A: RISK FACTORS

Set forth below are the principal risks associated with an investment in the Partnership.

Disruption and Stress in Global Markets May Affect Partnership Returns

During 2007-2009, the global financial markets experienced a period of unprecedented disruption and stress.  Markets previously thought to be uncorrelated were shown to be correlated, credit markets in some cases ceased functioning, many markets experienced record levels of volatility and governments have intervened in extraordinary and unpredictable ways, at times on an emergency basis, to the detriment of certain market participants.  There can be no assurance that similar market disruptions will not occur in the future or that the Partnership will be profitable in such market environments or that it will avoid substantial (or total) losses.

Partnership Performance is Dependant on General Economic Conditions, which the Advisor has no Ability to Control

The success of any investment activity is affected by general economic conditions that affect the level and volatility of prices as well as the liquidity of the markets.  From time to time, the economic viability of an entire strategy may deteriorate, due to general economic events that disrupt the source of profits that the strategy seeks to exploit.  There may be certain general market conditions in which the investment program pursued by the Advisor is unlikely to be profitable, and the Advisor has no ability to control or predict such market conditions.

Commodity Interests Trading Is Speculative and May Affect Partnership Performance

Commodity Interest prices are highly volatile.  Price movements for futures contracts, for example, which may fluctuate substantially during a short period of time, are influenced by numerous factors that affect the commodities markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events and changes in interest rates.

Commodity Interests Trading Is Highly Leveraged and May Affect Partnership Performance

The low margin deposits normally required in trading Commodity Interests permit an extremely high degree of leverage.  Accordingly, a relatively small price movement in a Commodity Interest may result in an immediate and substantial loss to the investor.  Like other leveraged investments, any Commodity Interest trade may result in losses in excess of the amount invested.  Although the Partnership may lose more than its initial margin on a trade, the Partnership, and not you personally, will be subject to margin calls.

Commodity Interests Trading May Be Illiquid and May Affect Partnership Liquidity

Most U.S. commodity futures exchanges impose daily limits regulating the maximum amount above or below the previous day’s settlement price which a futures contract price may fluctuate during a single day.  During a single trading day no trades may be executed at prices beyond the daily limit.  Once the price of a particular futures contract has increased or decreased to the limit point, it may be difficult, costly or impossible to liquidate a position.  Futures prices in particular contracts have occasionally moved the daily limit for several consecutive days with little or no trading.  If this occurs, the Partnership might be prevented from promptly liquidating unfavorable positions which could result in substantial losses.  Those losses could significantly exceed the margin initially committed to the trades involved.  In addition, even if prices have not moved the daily limit, or if there are no limits for the contracts traded by the Partnership, the Partnership may not be able to execute trades at favorable prices if little trading in the contracts is taking place.  It is also possible that an exchange or the CFTC may suspend trading in a particular contract, order immediate settlement of a contract or order that trading to the liquidation of open positions only.

5

Trading Decisions Based on Technical Analysis May Affect Partnership Performance

The Advisor uses trading programs that use “technical” factors in identifying price moves.  The success of technical analysis depends upon the occurrence in the future of price movements.  Technical systems will not be profitable and may in fact produce losses if there are no market moves of the kind the system seeks to follow.  Any factor that would make it more difficult to execute the trades identified, such as a reduction of liquidity, also would reduce profitability.  There is no assurance that the Advisor’s trading systems will generate profits under all or any market conditions.

The Similarity of Commodity Trading Systems May Limit Performance of the Partnership

Commodity trading systems which use signals like the Advisor’s are not new.  If many traders follow similar systems, these systems may generate similar buy and sell orders at the same time.  Depending on the liquidity of a market, this could cause difficulty in executing orders.  The General Partner believes that although there has been an increase in the number of trading systems in recent years, there also has been an increase in the overall trading volume and liquidity in the futures markets.

Reliance on Key Personnel Could Adversely Affect the Advisor and the Partnership

The Advisor has exclusive responsibility for trading Commodity Interests for the Partnership.   The Advisor depends on the services of one or two key persons.  If they cannot or will not provide those services, it could adversely affect the Advisor’s ability to trade for the Partnership.  If this occurs, the General Partner may terminate the contract.

There are No Assurances of the Advisor's Continued Services to the Partnership

Either the Advisor or the Partnership can terminate the advisory contract on written notice.

Any Changes in Trading Strategies May Adversely Affect Partnership Performance

The Advisor can make any changes in its trading strategies if it believes that they will be in the Partnership’s best interests.  A change in Commodity Interests traded is not a change in trading strategy.

There are Possible Negative Effects of Speculative Position Limits and Accountability Levels

The CFTC and U.S. exchanges have established speculative position limits and accountability levels. Position limits control the number of net long or net short speculative futures or option (on futures) positions any person may hold or control in futures or option contracts traded on U.S. exchanges. Position accountability levels are position levels established by an exchange that, if reached by a person, cause such person to be subject to instructions by such exchange to reduce or not increase such position.  Most trading advisors control the commodity trading of other accounts. All positions and accounts owned or controlled by the Advisor and its principals are combined with the Partnership’s positions established by it for position limit and accountability level purposes. In order to comply with position limits or exchange limitations arising out of having positions subject to accountability levels, it is possible that the Advisor will have to modify its trading instructions, and that positions held by the Partnership will have to be liquidated. That could have a negative effect on the Partnership’s profitability.  In addition, all commodity accounts of the General Partner and its affiliates may also be combined with the Partnership for position limit and accountability level purposes.

An Increase in Amount of Funds Managed by the Advisor May Affect Partnership Performance

If the Advisor manages more money in the future, including money raised in this offering, such additional funds could affect its performance or trading strategies.  There is no guarantee that the Partnership’s investment results will be similar to the Advisor’s past performance.

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Trading in Options May Result in Significant Losses for the Partnership

Part of the Partnership’s trading may be in options and options on futures contracts.  Although successful commodity options trading and futures trading require many of the same skills, the risks involved are somewhat different.  For example, if the Partnership buys an option (either to sell or purchase a contract), it will pay a “premium” representing the market value of the option.  Unless it becomes profitable to exercise or offset the option before it expires, the Partnership will lose the entire amount of the premium.  On the other hand, if the Partnership sells an option (either to sell or purchase a futures contract), its broker credits the premium, but the Partnership must deposit margin in case the option is exercised.  Traders who sell options are subject to the entire loss that may occur in the underlying futures position (less any premium received).  Commodity options trading on exchanges is regulated by both the CFTC and those exchanges.

Changes in the Number of Available Futures Contracts and Related Options May Reduce Partnership Performance

U.S. and foreign exchanges have established new futures and options contracts in the past few years.  This trend could continue.  The Advisor’s trading strategy might not be successful trading those new contracts.

Competition for Trades with Other Clients of the Advisor May Limit Partnership Performance

The Advisor manages other accounts.  This increases the competition for the same trades which the Partnership makes.  The Advisor may manage other accounts that pay fees that are different than those the Partnership pays.  Therefore, it has a potential conflict of interest.  There is no assurance that the Partnership’s trading will generate the same results as any other accounts the Advisor manages.

Failure of Clearing Brokers, Counterparties, Banks, Custodians and other Financial Firms May Subject the Partnership to Significant Losses

Commodity brokers must maintain the Partnership’s assets (other than assets used to trade foreign futures or options on foreign markets) in a segregated account. If SGAS goes bankrupt, the Partnership could lose money as it may only be able to recover a pro rata share of the property available for distribution to all of SGAS’ customers. In addition, even if SGAS adequately segregates the Partnership’s assets, the Partnership may still be subject to risk of loss of funds on deposit with SGAS should another customer of SGAS fail to satisfy deficiencies in such other customer’s account.

Other institutions will have custody of the assets of the Partnership, including the Custodian and various other banks or financial institutions whose services are utilized by the Partnership.  Such institutions may encounter financial difficulties that impair the Partnership’s operating capabilities or capital position. The General Partner will attempt to limit the Partnership’s deposits and transactions to only well-capitalized institutions in an effort to mitigate such risks, but there can be no assurance that even a well-capitalized, major institution will not become bankrupt or otherwise fail.

Past Results of the Partnership Are Not Necessarily Indicative of Future Performance

Although some of the Advisor’s client accounts have been profitable in the past, you should take seriously the required CFTC and the NFA warning that past results are not necessarily indicative of future performance, and an investment in the Partnership is speculative and involves a substantial risk of loss.

FOREIGN INSTRUMENTS

Trading on Foreign Exchanges and Currency Exchange Rate Fluctuations May Reduce Partnership Performance

The Partnership trades on foreign exchanges and other non-U.S. markets.  Neither existing CFTC regulations nor regulations of any other U.S. governmental agency apply to transactions on foreign markets.  The Partnership is at risk for fluctuations in the exchange rate between the currencies in which it trades and U.S. dollars.  It also is possible that exchange controls could be imposed in the future.  There is no restriction on how much of the Partnership’s trading might be on foreign markets. Although trading on behalf of the Partnership may occur on foreign exchanges or in non-U.S. markets, assets of the Partnership will not be held in custody outside of the U.S.

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Forward and Cash Trading May Increase Volatility and Reduce Partnership Performance

The Partnership may trade in spot and forward contracts on currencies. For this purpose, the Partnership will contract with or through SGAS to make or take future delivery of a particular currency.  SGAS or its affiliates may extend the Partnership a credit line to enable it to engage in such trading.  The Partnership may also trade options on currencies. Although the currency market is not believed to be necessarily more volatile than the market in other commodities, there is less protection against defaults in the forward trading of currencies because such contracts are not effected on or through an exchange or clearinghouse. Trading in forward currencies and over-the-counter derivatives, including swaps and options, among sophisticated market participants is not generally regulated by any regulatory body. Therefore, with respect to this trading, the Partnership is not afforded the protections provided by trading on regulated exchanges, including segregation of funds. In any principal contract, the Partnership must rely on the creditworthiness of its counterparty.

The trading of over-the-counter instruments, subjects the Partnership to a variety of risks including: 1) counterparty risk; 2) basis risk; 3) interest rate risk; 4) settlement risk; 5) legal risk; and 6) operational risk. Counterparty risk is the risk that the Partnership’s counterparties might default on their obligation to pay or perform generally on their obligations. The over-the-counter markets and some foreign markets are “principals’ markets.”  That means that performance of the contract is the responsibility only of the individual firm or member on the other side of the trade and not any exchange or clearing corporation.  Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Partnership has concentrated its transactions with a single or small group of counterparties.  Basis risk is the risk attributable to the movements in the spread between the derivative contract price and the future price of the underlying instrument. Interest rate risk is the general risk associated with movements in interest rates. Settlement risk is the risk that a settlement in a transfer system does not take place as expected. Legal risk is the risk that a transaction proves unenforceable in law or because it has been inadequately documented. Operational risk is the risk of unexpected losses arising from deficiencies in a firm’s management information, support and control systems and procedures. Transactions in over-the-counter derivatives may involve other risks as well, as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk.

Exchange for Physicals May Increase Counter-Party Credit Risk for the Partnership

The Advisor may exchange a cash, forward or spot market position outside of regular trading hours for a comparable futures position. Such transactions are subject to counterparty creditworthiness risk.  The CFTC has permitted the futures exchanges to expand the types of over-the-counter positions that can be part of an exchange for physicals position.

LIMITED PARTNERSHIP ISSUES

Substantial Charges to Partnership May Limit Returns to Limited Partners

The Partnership pays substantial fees and charges.  As a result, the Partnership must make substantial profits for your Interest to increase in value.

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Potential Cross Liability May Increase Exposure to Risks for the Partnership

The Partnership offers Class A, Class B and Institutional Interests. The only difference between the Interests is the investment minimum and fees. Capital contributions by a single subscriber for a Class of Interest upon acceptance of the subscriber as a Limited Partner will represent a single Interest in the Partnership for that subscriber’s respective Class of Interest. An Interest in any Class reflects a Partner’s percentage of the Partnership’s net assets with respect to the Class of Interest owned by the Partner.  Interests are not issued in certificate form.  Although separate Classes of Interests are offered, the proceeds from the sale of Interests will be pooled by the Partnership and traded as a single account.  Although the Classes of Interests differ with respect to investment minimum and fees, all Partnership Interests are equally subject (in proportion to the size of their respective Interest) to the Partnership’s debts, liabilities and obligations as set out in the Partnership Agreement – regardless of Class designation. Class designation does not offer protection against the general creditors of the Partnership or any other Class of Interest.

There Is No Intrinsic Value to the Partnership's Investments

The Partnership must make profits for it to provide beneficial diversification to your portfolio.  Trading is a “zero-sum” activity in which for every gain there is an equal and offsetting loss (disregarding transaction costs).  This differs from a typical securities investment, in which there is an expectation of consistent yields (in the case of bonds) or participation over time in general economic growth (in the case of stocks).  The Partnership could lose money while stock and bond prices rise.  Stocks and bonds (except penny stocks) generally have some intrinsic value.  You generally can realize some value for your stocks or bonds even if you sell in a down market.  In trading Commodity Interests, on the other hand, you risk losing all of your investment if prices move against you.  In general, performance statistics do not reflect the different risk profiles or tax treatment of traditional and managed Commodity Interest investments.

Partnership Trading Is Not Transparent

The Advisor makes the Partnership’s trading decisions.  While the General Partner receives daily trade confirmations from the commodity broker and foreign exchange dealers, the Partnership’s trading results are reported to Limited Partners monthly.  Accordingly, an investment n the Partnership does not offer Limited Partners the same transparency, i.e., an ability to review all investment positions daily, that a personal trading account offers.

A Non-correlated, Not Negatively Correlated, Performance Objective may Result in Losses for the Partnership

Historically, managed futures have been generally non-correlated to the performance of other asset classes such as stocks and bonds.  Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand (as opposed to negative correlation, where the performance would be exactly opposite between two asset classes).  Because of this non-correlation, the Partnership cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa.  The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss.  If the Partnership does not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will obtain no diversification benefits by investing in an Interest and the Partnership may have no gains to offset your losses from other investments.

You will Not Participate in Management of the Partnership

Limited Partners do not participate in the management of the Partnership.

Your Indemnification of the Partnership May Increase Your Participation Costs

If the General Partner accepts your subscription, you will become a Limited Partner.  Under the Partnership Agreement, you will be required to indemnify the Partnership for any liability that it incurs as a result of your actions.

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Partnership Indemnification of Other Parties May Increase Costs for Limited Partners and Adversely Affect Partnership Performance

The Partnership had entered into agreements with various service providers pursuant to which it may be required to indemnify such service providers for losses they incur in providing services to the Partnership.

LIQUIDITY

The Limited Ability to Liquidate Interests May Lead to Unforeseeable Losses for Limited Partners

You may not be able immediately to liquidate your Interest.  There is no market for the Interests and none is likely to develop.  You may, however redeem your Interest, without penalty, on the last day of any month, subject to certain limitations. In order to redeem, you are required to give the General Partner at least fifteen (15) days’ written notice.  Because of the time delay between your notice to the General Partner and the end of the month when your investment is redeemed, the value of your investment on the date of redemption may be substantially less than at the time you send the General Partner your request to redeem.

Redemptions of Interests May Subject Limited Partners to Possible Adverse Effects and Losses

The Partnership will lose money if it has to sell positions at a loss in order to raise money to pay substantial redemptions.  If many redemptions occur simultaneously, the need to liquidate positions could continue even after the redemption date.  The Partnership would have fewer assets to trade after a high level of redemptions.  This might make it more difficult for the Partnership to recover losses or generate trading profits. 

Market illiquidity could make it difficult to liquidate positions on favorable terms, and may also result in losses to the Partnership.

No Automatic Trading Suspensions May Lead to Substantial Losses for the Partnership

You should only acquire an Interest if you are looking for a long-term investment.  The Partnership does not have an automatic Trading Suspension Level which requires it to suspend or terminate trading as a result of losses.  Therefore, Limited Partners will be required to monitor the value of their investment and determine whether the Partnership’s performance warrants continued investment.  Because Limited Partners will receive performance reports monthly, it is possible that the Partnership could incur substantial losses before a Limited Partner could redeem his Interest.

Any Mandatory Redemptions Required by the General Partner May Subject Limited Partners to Substantial Losses

The General Partner may require you to redeem your Interest at any time and for any reason.  It generally will only require redemptions in order for the Partnership to comply with certain regulations.

ITEM 1B: UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2: PROPERTIES

The Partnership does not own or use any physical properties in the conduct of its business.  Employees of the General Partner perform all administrative services for the Partnership from offices located at1200 Prospect Street, Suite 400, La Jolla, CA 92037.

ITEM 3: 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.  The Partnership is not aware of any material legal proceedings involving the General Partner or its principals in an adverse position to the Partnership or in which the Partnership has adverse interests.  The Partnership has no subsidiaries.

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ITEM 4: MINE SAFETY DICLOSURES

Not applicable.

PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(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 Limited Partnership Agreement.

(b)        Holders

As of February 28, 2015 the Partnership had 4,042 holders of Interests.

(c)        Dividends

The General Partner 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 the General Partner has no present intention to make any.

(d)        Securities Authorized for Issuance under Equity Compensation Plans

None.

(e)        Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

The Partnership did not sell any unregistered securities within the past three years which have not previously been included in the Partnership’s Quarterly Reports on Form 10-Q or in a Current Report on Form 8-K.

(f)         Issuer Purchases of Equity Securities

Pursuant to the Limited Partnership Agreement, Limited Partners may redeem their Interests in the Partnership as of the end of any calendar month upon fifteen (15) days’ written notice to the General Partner.  The redemption of capital from capital accounts by Limited Partners has no impact on the value of the capital accounts of other Limited Partners.

The following table summarizes Limited Partner redemptions during the fourth calendar quarter of 2014:

Month Ended	Amount Redeemed
October 31, 2014	$	11,683,019
November 30, 2014		14,371,962
December 31, 2014		12,122,781
Total	$	38,177,762

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ITEM 6: SELECTED FINANCIAL DATA

	For the Year Ended December 31, 2014		For the Year Ended December 31, 2013		For the Year Ended December 31, 2012			For the Year Ended December 31, 2011		For the Year Ended December 31, 2010
Revenue:
Total net realized and unrealized gains (losses)	$	69,873,095	$	57,161,348	$	(20,228,979	)	$	70,122,450	$	100,241,515
Interest Income		375,189		683,651		1,053,344			1,680,212		3,110,927
Expenses:
Management fee		4,603,469		6,699,659		8,720,244			8,442,954		6,240,462
Advisory fee		4,005,501		5,767,123		7,451,479			7,256,692		5,287,476
Administrative fee		959,609		1,408,607		1,817,057			1,663,244		1,166,030
Service fees		4,245,801		5,868,451		7,538,297			7,456,573		5,849,080
Incentive fee		12,826,879		4,795,781		63,607			11,798,283		14,074,548
Professional fees		1,411,772		1,831,868		2,233,380			2,172,094		2,097,027
Brokerage commissions		6,413,798		9,288,548		12,092,858			11,985,887		9,080,039
Offering expense (1)									125,159		107,717
Interest expense		25,326		28,120		36,598			8,896
Other expenses		519,555		490,202		528,754			903,153
Net income (loss)	$	35,236,574	$	21,666,640	$	(59,657,909	)	$	19,989,727	$	59,450,063
Total assets	$	409,548,229	$	541,021,111	$	731,212,047		$	865,252,257	$	749,532,795
Total Net Asset Value	$	374,794,900	$	495,513,874	$	698,786,385		$	819,679,427	$	711,205,931

(1) For fiscal years ended December 31, 2014, 2013 and 2012, offering expenses are included with other “Other expenses”.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to “Item 8. Financial Statements and Supplementary Data.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.

(a)        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 sold 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.  A portion of the Partnership’s assets not used for margin and held with the Custodian are invested in liquid,  high quality securities.  Through December 31, 2014 the Partnership experienced no meaningful periods of illiquidity in any of the markets traded by the Advisor on behalf of the Partnership.

(b)        Capital Resources

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.

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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 requirements other than for capital 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 participates in the speculative trading of commodity futures contracts, options on futures contracts and forward 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.

Contracts currently traded by the Advisor on behalf of the Partnership include exchange-traded futures contracts and over-the-counter forward currency contracts.  The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its trading counterparties, whereas exchange-traded contracts are generally, but not universally, backed by the collective credit of the members of the exchange.  The credit risk from counterparty non-performance associated with the Partnership’s over-the-counter forward currency transactions is the net unrealized gain on such contracts plus related collateral held by the counterparty.

The Partnership bears the risk of financial failure by SGAS and/or other clearing brokers or counterparties with which the Partnership trades. 

(c)        Results of Operations

The Partnership’s success depends primarily upon the Advisor’s ability to recognize and capitalize on market trends in the sectors of the global commodity futures markets in which it trades.  The Partnership seeks to produce long-term capital appreciation through growth, and not current income.  The past performance of the Partnership is not necessarily indicative of future results.

Performance Summary

2014

During 2014, the Partnership achieved net realized and unrealized gains of $63,459,297 from all trading; gains of $64,089,929 from trading of derivatives including brokerage commissions of $6,413,798. The Partnership incurred total expenses of $28,597,912, including $12,826,879 in incentive fees, $4,603,469 in management fees paid to the General Partner, and $5,657,573 in service and professional fees. The Partnership earned $375,189 in interest income during 2014. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for each quarter during 2014 is set forth below.

Fourth Quarter 2014.  The Partnership experienced a gain in October 2014. The $10 a barrel fall in crude oil prices and a declining gold market meant that short futures positions in both Brent crude oil and gold significantly  contributed to performance.  Grain markets rallied during the month, and the Partnership’s long futures position contributed to positive performance.  Gains were also made on futures contracts of the US 10-year treasury note. The Partnership experienced losses on its long positions in futures in the Dow Jones Eurostoxx 50 and Dax equity stock indices.  The Partnership experienced a gain in November 2014. The announcement of a broadly unexpected and unprecedented large monetary stimulus package from the Bank of Japan set the tone of a strong month for global equities and significant Japanese Yen depreciation, profiting the Partnership’s futures contracts’ positions on Japanese Yen and the E-mini S&P.  The Partnership’s short position in Brent crude oil also contributed to performance. The Partnership’s long positions in futures on bonds contributed to gains in the portfolio during the month.  The Partnership experienced losses during the month on its long futures position on the British Pound.  Futures positions in gold and natural gas also detracted from performance.  The Partnership achieved gains in December 2014.  The decline in the price of oil continued in December resulting in the Partnership’s short futures position in Brent crude oil and light sweet crude oil contributing positively to performance.  Sentiment weighed on Europe leading to relatively poor performance for European equity indices, a lower Euro and higher bund prices. As a result the Partnership’s long futures position in German Bunds and its short futures position in the Euro contributed positively to performance.  The Partnership’s positions in futures contracts on gold, natural gas and the Dow Jones Eurostoxx 50 index detracted from performance.

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Third Quarter 2014.  The Partnership experienced a loss in July 2014. Long positions in fixed income, natural gas and crude oil futures contributed to portfolio losses. Equity markets and fixed income markets fell sharply at the end of the month following a very strong GDP number in the U.S. resulting in losses in the Partnership’s position in Dow Jones Eurostoxx 50 futures. Mild summer weather in the U.S. which is forecast to continue, has limited energy consumption and subsequently seen storage rise at the fastest rate in over 10 years, eroding the value of the Partnership’s natural gas contracts. Crude oil prices and the Partnership’s long position in crude oil futures also fell due to low level of demand. Positions in the British pound and Eurodollar also contributed to losses. Long positions in aluminum and zinc futures contracts contributed positively to performance. Long positions in the U.S. Treasuries caused by a U.S. Treasury rally early in the month contributed to the Partnership’s gain in August 2014. The Partnership’s long position in the S&P index futures and short position in Euro futures also contributed positively to performance. The Partnership incurred losses on its long positions in the British pound and its positions in futures on live cattle and soybeans. The Partnership experienced a slight loss in September 2014. The prospect of higher U.S. interest rates weighed on equity and bond prices, contributing to losses in these sectors but provided continued support for the U.S. dollar and strong performance for the Partnership’s long position against the Euro. The Partnership’s positions in gold and silver futures, Japanese Yen and Brent crude oil contributed positively to performance. The Partnership’s long position in soybean futures detracted from performance as U.S. farmers began harvesting a record crop and China suspended import approval for two genetically modified traits.

Second Quarter 2014.  The Partnership experienced a gain in April 2014. Uncertainty relating to tensions in Ukraine and additional sanctions imposed on Russia by the US and Europe continued to weigh on investor conviction through April. These events contributed to mixed performance in the global stock market. The Partnership’s holding in futures on the Nikkei index detracted from performance. The European Central Bank’s (“ECB”) announcement to open the door to potential large-scale asset purchases benefitted the Partnership’s long fixed income positions where German Bunds provided the most significant contribution to the Partnership. Natural gas prices rose during the month along with the value of the Partnership’s long position in natural gas. The crop sector also posted positive performance, in particular the Partnership’s futures position in soybeans. The Partnership experienced a gain in May 2014. Monetary policy played a key role during the month with both the President of the ECB and the Chair of the US Federal Reserve making statements. Speculation of a cut to interest rates by the ECB at the June policy meeting put the Euro under pressure and negatively impacted the long Euro position in the Partnership’s currency portfolio. The Partnership’s long exposure to German Bunds contributed positively to performance. Improving weather conditions in the US and Russia led to declines in the price of wheat and corn, which adversely affected the Partnership’s performance. The Partnership experienced a loss in June 2014. Monetary policy by the US Federal Reserve, the ECB and the Governor of the Bank of England played an important role in the global markets during the month. These monetary policy actions provided a catalyst for a number of US indices to reach record highs, elevated the European fixed income markets and continued momentum for sterling, profiting the Partnership’s long futures positions in the S&P index, German Bund and British pound sterling. Regional instability in the Middle East contributed to rising precious metal values and subsequent losses in the Partnership’s short positions in the sector. The geopolitical conflicts in the region threatened refinery output benefitted the Partnership’s futures positions in crude oil. The Partnership’s futures contracts on corn lost value due in part to the high corn inventory levels and confirmation of record harvests in the US.

First Quarter 2014.  The Partnership experienced a loss in January 2014. The markets focused on events in China, specifically the “shadow banking industry” and the possibility of the first ever Chinese trust bankruptcy. A last minute bailout plan allowed investors to get their principal back, but speculation remained about the potential for a Chinese credit crisis. Escalating political tension most notably in Ukraine, Turkey and Thailand increased pressure on emerging markets, and towards the end of the month the Partnership’s trading in futures contracts in Ruble, Rand and global equity indices contributed to losses. The Partnership achieved gains in its trading of futures contracts in the Canadian dollar. The Partnership achieved a gain in February 2014. Global equity markets rallied through February, reversing losses experienced in January with major indices revisiting record highs and adding value to the Partnership’s positions in futures in global equity indices. Mother nature had a significant influence on market performance during the month. The Partnership’s short position in coffee futures experienced losses. Overly precipitous weather in the soybean producing regions of Brazil reduced the quality of maturing crops and benefitted the Partnership’s long futures position as prices rose. Livestock values also moved higher which benefitted the Partnership’s futures position in this sector, particularly hogs. The Partnership experienced a loss in March 2014. At the forefront of investors’ minds through March were the events in the Crimean Peninsula. Russia reclaimed Crimea following a referendum which the Ukrainian parliament claimed was unconstitutional and that the United States and the European Union considered to be illegal. The resultant threat of international sanctions against Russia and the simmering geopolitical tension led to a volatile month for global markets. China’s first onshore corporate bond default added to negative sentiment with data that pointed to a third consecutive monthly decline in manufacturing growth. Markets were further destabilized when the U.S. FOMC revised their projected Fed Funds targets, signaling increased conviction for more rapid monetary policy tightening once initiated. These events contributed to the Partnership’s losses across index futures, U.S. fixed income and short U.S. dollar positions. The Partnership achieved gains in its short position in silver futures and in futures in the livestock sector.

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2013

During 2013, the Partnership achieved net realized and unrealized gains of $47,872,800 from all trading; gains of $47,646,838 from trading of derivatives including brokerage commissions paid of $9,288,548. The Partnership incurred total expenses of $26,889,811, including $4,795,781 in incentive fees, $6,699,659  in management fees paid to the General Partner, and $7,700,319 in service and professional fees. The Partnership earned $683,651 in interest income during 2013. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for each quarter during 2013 is set forth below.

Fourth Quarter 2013.  The Partnership achieved gains in October 2013.  Futures contracts on U.S. government bonds added to profits in this sector. U.S. equities markets rallied when the debt ceiling was extended and this momentum was complimented by a moderate U.S. employment report.  Long positions profited as Eurodollar futures continued to move higher.  Futures contracts on world stock markets also closed the month higher, and delivered strong returns for long positions for the portfolio. The currency sector further contributed to profits, with a long position in futures contracts on the Euro making gains. A short position on sugar made losses this month on the back of a major warehouse fire in Brazil. The Partnership achieved gains in November 2013 as a sequence of economic and political events warmed global financial markets through the month.  Long positions in futures contracts on U.S. equities delivered strong performance for the portfolio, complemented by shorts in futures contracts in gold, silver and the Japanese Yen, which fell as equities rallied. Short-term interest rates in the U.S. continued to rise slowly, resulting in further positive contribution. Losses were experienced in the bond futures sector and futures contracts on emerging market currencies which are sensitive to oil price declines.  The soy complex traded strongly, reacting positively to export data and profiting soybean and soymeal holdings. The Partnership achieved gains in December 2013, as equity markets dropped initially before turning positive in reaction to the delay of tapering and the prospect of prolonged record low interest rates. Fixed income markets continued to make no plans for imminent interest rate rises. The Japanese Yen fell further and sugar continued its decline, having formed a significant downward trend since the Brazilian warehouse fire. Gold also continued to fall, with the spot price reaching levels not seen since 2010. Below average temperatures during December and low storage levels were blamed for U.S. natural gas continuing to rise, with prices now back to the levels last seen during the spring.

Third Quarter 2013. The Partnership experienced a loss in July 2013. Although futures contracts on US and European equity indices recovered some of their June losses and the Euro rallied, these gains were offset by losses across the portfolio, primarily from a short Japanese Yen position. Short gold and copper positions also contributed losses in the metal markets. The energy sector exhibited a broad rally in the first half of the month, reducing the value of short positions held in heating and crude oil. Corn prices continued to fall resulting in a negative performance contribution from the crops sector. The Partnership experienced a loss in August 2013. A sell-off in equities caused losses in futures contracts on stock index positions while precious metal prices rallied leading to further losses in short gold and silver positions. Energy prices rose towards the end of the month benefiting long crude, natural gas and gasoline positions but contributed to a weakening in currencies of oil importing nations, most notably India. Crops provided the strongest sector performance for the Partnership as soybean futures posted their biggest monthly gain for over a year. The Partnership achieved a gain in September 2013 as precious metal and energy prices gave back some of the associated gains seen in August, profiting short gold and silver positions but reducing the value of crude holdings. Currencies also performed well with the US dollar losing some interest rate support leading to gains on the Euro, sterling and emerging market currencies.

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Second Quarter 2013. The Partnership experienced a gain in April 2013. Financial markets extended their rally through April, as the combination of central bank balance sheet expansion and a positive earnings season helped performance. Some momentum was lost mid-April after the release of unexpectedly soft financial data out of China. However, metal prices sold off and have struggled to recover, increasing the value of short positions in futures contracts in gold, copper and to a lesser extent, silver. Japanese markets provided the biggest outperformances as trends in the Nikkei and yen accelerated, delivering large gains. The Partnership experienced a loss in May 2013 as the combination of the ECB cutting interest rates and discussing preventative measures helped US and European equity markets post gains. In Japan there was a volatile reversal to the rally seen so far in 2013, with yields pushed higher as fixed income positions unwound, reducing the value of long holdings in Europe and the US. Emerging market currencies weakened as the differential between core and peripheral yields narrowed, negatively impacting long holding of Turkish Lira and Chilean Peso. Precious metals also extended recent losses, benefitting short gold positions in that sector. The Partnership experienced a loss in June 2013 as the markets reacted to the rise in US yields that continued despite attempts from Federal Reserve officials to reassure market participants. This momentum was not helped by generally positive US economic data and the resulting sell off in asset prices. This was particularly so in Japan, where the so-called “Abenomics” rally came to a definite end. The Partnership’s long positions across futures contracts on equity indices and fixed income markets fell in value. Losses were offset to some extent by short positions in the precious and base metal sectors.

First Quarter 2013. The Partnership achieved a gain in January 2013 with the Partnership’s trading in futures contracts on stock indices making the most significant contribution to performance. Indications of early repayments of European Central Bank loans and the Yen stimulus package from the new Japanese government helped the short Yen and long Euro positions in the Partnership’s currency portfolio achieve large gains. Energy prices increased through the month, with a negative impact on the Partnership’s short positions in futures contracts on oil and natural gas. The Partnership experienced a loss in February 2013. February was a turbulent month for asset prices leaving the value of our positions in futures contracts on equities and currencies down on the month. This negative performance was offset in part by corresponding higher moves in bond and fixed income prices. Crop prices fell, benefitting the Partnership’s short wheat and corn positions. Precious metals also contributed to losses with a continuation of recent market falls incurring losses in the Partnership’s long silver position. The Partnership achieved a gain in March 2013 as US equity markets resumed their rally, producing strong returns for the Partnership’s long positions in futures contracts on U.S. stock indices. Uncertainty surrounding financial stability in Cyprus saw European stock indices fall in the second half of the month, additionally hurting the value of some of the Partnership’s long positions in futures contracts on emerging market currencies and the Partnership’s short gold position. The Partnership achieved gains in its trading of futures contracts in Yen and Japanese stock indices. Extended cold weather eroded natural gas storage levels, pushing prices significantly higher and helping the energy sector make gains in the Partnership’s portfolio during the month.

2012

During 2012, the Partnership achieved net realized and unrealized losses of $32,321,837 from all trading; losses of $32,871,279 from trading of derivatives including brokerage commissions paid of $12,092,858. The Partnership incurred total expenses of $28,389,416, including $63,607 in incentive fees, $8,720,244 in management fees paid to the General Partner, and $9,771,677 in service and professional fees. The Partnership earned $1,053,344 in interest income during 2012. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for each quarter during 2012 is set forth below.

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Fourth Quarter 2012.  The Partnership experienced a loss in October 2012.  Performance was generally flat across the major markets in the portfolio, including futures contracts on the S&P 500, the Euro U.S. Dollar exchange rate, U.S. bonds, Brent Crude and Corn.  As a consequence, the Partnership suffered losses which were spread fairly evenly across the portfolio.  A short position in futures contracts on aluminum was an exception to this, leading the base metals sector to register positive performance.  The Partnership achieved gains in November 2012.  Equity markets initially sold off in November but market stability recovered in the last two weeks leaving the indices broadly unchanged on the month.  Futures contracts on European bonds continued to trade higher, which made the most significant contribution to our portfolio.  A short position in futures contracts on the Yen resulted in strong profits as the Yen traded at its lowest level for over six months.  The Partnership achieved gains in December 2012 as economic data indicated further signs of recovery with U.S. employment and Chinese economic activity showing positive signs.  Global equity markets traded higher, making a significant contribution to performance.  An extension of the recent Yen sell-off helped the currency portfolio put in a strong performance during the month. Gains in futures contracts on stock indices and currencies were partly offset by a small pull back in U.S. fixed income.

Third Quarter 2012.  The Partnership achieved gains in July 2012.  Attention in the Eurozone focused on Spain during the month, with a number of the Spanish regions asking the central government for bailouts.  As the month drew to a close, uncertainty continued over the European Central Bank’s role in supporting the Euro, and the Euro ended the month lower.  The U.S. Midwest continued to experience a heat wave which led to worsening reports of the quality of the year’s corn harvest and consequently substantial rises in grain prices which benefitted the Partnership.  The Partnership experienced a loss in August 2012.  Global stock indices continued their rally during the month and the Euro staged a partial recovery of its July fall.  The more indebted European countries’ bond yields fell.  Losses in the portfolio were mainly in futures contracts on currencies, as a result of the Euro, and futures contracts on government bonds as a result of rising U.S. and German yields.  The Partnership experienced a loss in September 2012 as the Euro rallied against the U.S. dollar during the first half of the month before promptly reversing to give back half of these gains.  Profits in futures contracts on stock indices were insufficient to offset the losses elsewhere which were spread between futures contracts on currencies, fixed income and commodities during the month.  The losses in the currency sector were a direct result of being short the Euro.  The Partnership’s long positions in stock indices benefited from the upward movements during the month, but a short position in Aluminum was hurt by a decent rally in the price of the metal during the month.  Losses in the commodity sector were made worse by drops in the prices of Corn and Soybeans.

Second Quarter 2012.  The Partnership experienced a loss in April 2012 as yields on German bonds and global equity markets fell from their recent highs.  The Partnership suffered losses on its long positions in stock index futures while gains were made on long fixed income futures.  Trading in soy bean futures contracts also made a significant contribution to the month’s performance.  The Partnership experienced a loss in May 2012.  The Partnership suffered losses early in the month as global stock markets fell while German and U.S. government bonds rallied.  The last week of the month, however, saw a recovery of most of these losses with gains mainly focused in futures contracts on government bonds.  The Partnership’s position on the Euro, which fell against the dollar, also made a meaningful contribution.  Losses were focused in trading on futures contracts in energies and stock indices during the month.  The Partnership experienced a loss in June 2012.  The markets reacted to a decision on Spanish bank debt on the final day of the month, as the Euro and world stock indices rose.  The main losses for the Partnership were from futures contracts on bonds, currencies and stock indices, with profits made in futures contracts on short term rates and base metals.

First Quarter 2012.  The Partnership achieved a gain in January 2012.  Global stock markets began the year with a rally, and the Euro reversed its downward trend of the prior two months.  Government bonds rallied in the second half of the month, with US 5-year yields reaching record lows.  The Partnership ended the month up, with gains in futures contracts on stock indices, short-term rates, bonds and precious metals being offset by losses in trading in futures contracts on base metals and currencies.  The Partnership experienced a loss in February 2012, as the rally in equity markets that started in the middle of December continued with the S&P 500 Index climbing back to the highs that it made last year.  The price of crude oil increased by around $10 a barrel during the month.  The Partnership’s gains this month were the result of being long stock indices and long energies.  These gains were not sufficient to offset losses elsewhere, principally coming from a short position in the Euro and being long the Yen.  The Partnership experienced a loss in March 2012 as Government Bonds fell significantly, with US 10-year notes reaching levels not seen since October last year.  Concerns over energy prices did not seem to affect US equity markets, where the S&P 500 continued its ascent.  European equity markets lagged behind their US counterparts, with the restructuring of Greece’s debt dominating the headlines.  The Partnership ended the month down, with gains in trading of futures contracts on equity indices offsetting losses in futures contracts on bonds.

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(d)       Off-Balance Sheet Arrangements

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

(e)       Contractual Obligations

The Partnership does not enter into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources.  The Partnership’s sole business is trading futures, related option and forward currency contracts, both long (contracts to buy) and short (contracts to sell).  All such contracts are settled by offset, not delivery.  Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Partnership for less than four months before being offset or rolled over into new contracts with similar maturities.  The Partnership’s financial statements, included in this report, present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of the Partnership’s open future and forward currency contracts, both long and short, at December 31, 2014.

(f)        Critical Accounting Estimates

The General Partner believes that the Partnership's most critical accounting estimates relate to the valuation of the Partnership's assets.  Futures and options on futures contracts are valued using the primary exchange’s closing price. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. U.S. government agency securities are generally valued based on quoted prices in active markets. Corporate notes are generally valued at fair value. Security transactions are recorded on the trade date. Realized gains and losses from security transactions are determined using the specific identification cost method.  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 U.S. generally accepted accounting principles (U.S. GAAP) which require the use of certain estimates made by the Partnership’s management.  Actual results could differ from those estimates.  Based on the nature of the business and operations of the Partnership, the General Partner believes that the estimates utilized in preparing the Partnership’s financial statements are appropriate and reasonable, however actual results could differ from these estimates.  The estimates used do not provide a range of possible results that would require the exercise of subjective judgment.  The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those currently used would likely result in materially different amounts from those reported.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Introduction

Past Results Not Necessarily Indicative of Future Performance

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The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

Market movements result in frequent changes in the fair value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.

Standard of Materiality

Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage and multiplier features of the Partnership’s market sensitive instruments.

Quantifying the Partnership’s Trading Value at Risk

Quantitative Forward-Looking Statements

         The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).

The Partnership’s risk exposure in the various market sectors traded is estimated in terms of Value at Risk (VaR). The Partnership estimates VaR using a model based upon historical simulation (with a confidence level of 99%) which involves constructing a distribution of hypothetical daily changes in the value of a trading portfolio. The VaR model takes into account linear exposures to risks, including equity and commodity prices, interest rates, foreign exchange rates, and correlation among these variables. The hypothetical changes in portfolio value are based on daily percentage changes observed in key market indices or other market factors to which the portfolio is sensitive. This expected daily percentage change is then expanded to four days, providing an expected four day percentage change.  The Partnership’s VaR at a four day 99% confidence level of the Partnership’s VaR corresponds to the negative change in portfolio value that, based on observed market risk factors, would have been exceeded once in 100 four day trading periods. VaR typically does not represent the worst case outcome.

The Partnership uses approximately three years of daily market data and revalues its portfolio for each of the historical market moves that occurred over this time period. This generates a probability distribution of daily “simulated profit and loss” outcomes. The VaR is the 1 percentile of this distribution.

The VaR for a sector represents the four day downside risk for the aggregate exposures associated with this sector. The current methodology used to calculate the aggregate VaR represents the VaR of the Partnership’s open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit across asset classes.

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The Partnership’s VaR computations are based on the risk representation of the underlying benchmark for each instrument or contract and does not distinguish between exchange and non-exchange dealer-based instruments. It is also not based on exchange and/or dealer-based maintenance margin requirements.

VaR models, including the Partnership’s, are continually evolving as trading portfolios become more diverse and modeling techniques and systems capabilities improve. Please note that the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by the Partnership in its daily risk management activities. Please further note that VaR as described above may not be comparable to similarly titled measures used by other entities.

Because the business of the Partnership is the speculative trading of futures, forwards and options, the composition of the Partnership’s trading portfolio can change significantly over any given time period, or even within a single trading day, which could positively or negatively materially impact market risk as measured by VaR.

The Partnership’s Trading Value at Risk in Different Market Sectors

The following table indicates the average, highest and lowest amount of trading VaR associated with the Partnership’s open positions by market category for the year ended December 31, 2014.  During 2014, the Partnership’s average capitalization was $400,434,990.

Fiscal Year 2014
Market Sector	Average Value at Risk		% of Average Capitalization			Highest Value at Risk		Lowest Value at Risk
Interest Rates	$	8,543,154		2.13	%	$	11,201,846	$	4,533,803
Commodities	$	3,998,653		1.00	%	$	5,175,582	$	2,810,637
Currencies	$	4,430,081		1.11	%	$	6,937,800	$	3,065,817
Equities	$	10,649,988		2.66	%	$	15,568,899	$	5,254,114
Total	$	27,621,876		6.90	%

Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts during the fiscal year. Average capitalization is the average of the Partnership’s capitalization at the end of each quarter during the fiscal year 2014.

The following table indicates the average, highest and lowest amount of trading VaR associated with the Partnership’s open positions by market category for the year ended December 31, 2013.  During 2013, the Partnership’s average capitalization was $ 584,401,250.

Fiscal Year 2013
Market Sector	Average Value at Risk		% of Average Capitalization			Highest Value at Risk		Lowest Value at Risk
Interest Rates	$	4,637,526		0.79	%	$	6,407,295	$	2,207,168
Commodities	$	6,377,019		1.09	%	$	11,012,702	$	4,337,218
Currencies	$	8,123,308		1.39	%	$	10,853,130	$	6,304,149
Equities	$	16,356,697		2.80	%	$	22,458,663	$	8,453,418
Total	$	35,494,550		6.07	%

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Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts during the fiscal year. Average capitalization is the average of the Partnership’s capitalization at the end of each quarter during the fiscal year 2013.

Material Limitations of Value at Risk as an Assessment of Market Risk

The following limitations of VaR as an assessment of market risk should be noted:

1)	Past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;
2)	Changes in portfolio value caused by market movements may differ from those of the VaR model;
3)	VaR results reflect past trading positions while future risk depends on future positions;
4)	VaR using a one day time horizon that is then expanded to four days does not fully capture the market risk of positions that cannot be liquidated or hedged within the time period; and
5)	The historical market risk factor data for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.

VaR is not necessarily representative of historic risk nor should it be used to predict the Partnership’s future financial performance or its ability to manage and monitor risk. There can be no assurance that the Partnership’s actual losses on a particular day will not exceed the VaR amounts indicated or that such losses will not occur more than once in 100 four day trading periods.

Non-Trading Risk

The Partnership has non-trading market risk on fixed income securities held as part of its cash management program. JPMIM will use its best efforts in the management of the assets of the Partnership but provide no guarantee that any profit or interest will accrue to the Partnership as a result of such management.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership’s primary market risk exposures as well as the strategies used and to be used by the Trading Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the Partnership’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the Partnership as of December 31, 2014, by market sector.

Currencies

Exchange rate risk can be a significant market exposure of the Partnership. The Partnership’s currency exposure is to foreign exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions.

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Interest Rates

Interest rate risk can be a significant market exposure of the Partnership. Interest rate movements directly affect the price of the sovereign bond positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries. Changes in the interest rate environment will have the most impact on longer dated fixed income positions.

Stock Indices

The Partnership has equity exposure to equity price risk in the countries in which it invests. The stock index futures traded by the Partnership are by law limited to futures on broadly based indices. The Partnership is exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices.

Energy

The Partnership is exposed to energy market risk in relation to natural gas, crude oil and derivative product price movements, often resulting from international political developments and ongoing conflicts in the Middle East and the perceived outcome. Oil and gas prices can be volatile and substantial profits and losses have been experienced in this market.

Metals

The Partnership’s metals market exposure is subject to fluctuations in the price of each of the metals futures contracts in which the Partnership invests.

Agricultural

The Partnership’s agricultural exposure is subject to the fluctuations of the price of each of the agricultural commodity futures contracts that it holds.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the non-trading risk exposures of the Partnership as of December 31, 2014.

Fixed Income Securities

The Partnership has market exposure in instruments (other than treasury positions) held other than for trading in its fixed income portfolio.  JPMIM, an affiliate of the Custodian, has authority to make certain investments on behalf of the Partnership. All securities purchased by JPMIM on behalf of the Partnership will be held in the Partnership’s custody account at the Custodian.  JPMIM will use its best endeavors in the management of the assets of the Partnership but provides no guarantee that any profit or interest will accrue to the Partnership as a result of such management.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

Winton's focus within risk management is on targeting, measuring and managing risk.  Owing to the leverage inherent in futures trading, position sizes are set according to Winton’s expectation of the risk that such positions will provide, rather than the amount of capital required to fund such positions, and Winton's Diversified Program strives to maintain a diversified portfolio because holding positions in a variety of unrelated markets has been shown, over time, to decrease system volatility.

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Each day, Winton’s trading systems sets volatility parameters (known as the “instantaneous forecast standard deviation”) for each position held in the portfolio. The purpose of these parameters is to estimate the likely size of a market shift (whether up or down), in much the same way as the futures exchanges estimate the likely market shift when deciding how to set the initial margin for a future or the daily price limits for a market.  The primary determinant of the daily volatility parameters is the amount of leverage or level of gearing used by the Diversified Program. The derivatives positions’ leverage or gearing may be measured in terms of the Diversified Program’s margin-to-equity ratio in respect of its derivatives positions. This ratio is calculated by dividing the amount of margin posted with the futures commission merchant by the value of the portfolio. The Diversified Program’s long-term annualized volatility target is currently approximately 10%. However, it should be noted that the Diversified Program’s instantaneous forecast standard deviation (defined as the instantaneous risk Winton expects within the 24 hours following that particular instant) may vary outside these limits. In order to target a given level of long-term risk the instantaneous risk is allowed to fluctuate within a range around the long term risk target. In order to achieve the long-term risk target the correlation between different markets is estimated by the Diversified Program, and is employed in the calculation of the overall level of gearing which is regularly reset, typically on a daily basis.  Additionally, from time to time, the long-term standard deviation (defined as the long term average risk that Winton expects over a number of months) may also be above or below these limits, thereby having an impact upon the level of gearing used by the Diversified Program. For example, in the event that exceptional market conditions arise, such as the threat of closure of an exchange or other loss of liquidity, it may be determined to operate the Diversified Program at a lower level of gearing.

ITEM 8: 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 8.

The following information presented on a quarterly basis is unaudited.

	Fourth Quarter		Third Quarter			Second Quarter			First Quarter
		2014		2014			2014			2014
Interest Income:	$	79,709		88,224			98,192			109,064
Net realized and unrealized gains (losses):		43,619,159		4,523,064			22,771,855			(1,040,983	)
Expenses:		13,557,445		5,802,381			9,498,337			6,153,547
Net Income (Loss):		30,141,423		(1,191,093	)		13,371,710			(7,085,466	)
	Fourth Quarter		Third Quarter			Second Quarter			First Quarter
	2013		2013			2013			2013
Interest Income:	$	137,044	$	139,265		$	177,218		$	230,124
Net realized and unrealized gains (losses):		37,835,665		(6,276,293	)		(4,777,918	)		30,379,894
Expenses:		11,063,035		7,500,492			8,459,628			9,155,204
Net Income (Loss):		26,909,674		(13,637,520	)		(13,060,328	)		21,454,814

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A:  CONTROLS AND PROCEDURES

(a)     The General Partner, with the participation of the General Partner’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this annual report, and, based on their evaluation, has concluded that these disclosure controls and procedures are effective.

(b)        Management’s Annual Report on Internal Control over Financial Reporting

Altegris Advisors, L.L.C., the general partner of the Partnership, is responsible for the management of the Partnership.  Management of the General Partner (“Management”) is responsible for establishing and maintaining adequate internal control over financial reporting.  The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Partnership’s internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Partnership’s transactions are being made only in accordance with authorizations of Management and;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2014.  In making this assessment, Management used the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2014, the Partnership’s internal control over financial reporting was effective.

(c)        Changes in Internal Control over Financial Reporting

There were no changes in the Partnership’s internal control over financial reporting during the quarter and year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

ITEM 9B:  OTHER INFORMATION

None.

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PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a)         Identification of Directors and Executive Officers

(i)          The Partnership has no officers, directors, or employees.  The Partnership’s affairs are managed by the General Partner (although it has delegated trading and investment authority to the Advisor and administrative duties to Altegris).  The General Partner is indirectly owned by AqGen Liberty Holdings LLC (“AqGen”), an entity owned and controlled by (i) private equity funds managed by Aquiline Capital Partners LLC and its affiliates (“Aquiline”), and by Genstar Capital Management, LLC and its affiliates (“Genstar”), and (ii) certain senior management of the General Partner and its affiliates.  Aquiline is a private equity firm located in New York, New York, and Genstar is a private equity firm located in San Francisco, California.  The General Partner’s managers and executive officers are Jack L. Rivkin, Jon C. Sundt, Matthew C. Osborne, and Kenneth I. McGuire.

Jack L. Rivkin (born 1940) became the Chief Investment Officer, an Executive Vice President and a director of the General Partner’s predecessor entity, APM, in January 2014.  Mr. Rivkin has served as a manager and Executive Vice President and Chief Investment Officer of the General Partner (December 2013 to present).  Mr. Rivkin has served as a manager and Executive Vice President of Altegris Services, LLC and Altegris Clearing Solutions, LLC (January 2014 to present).  Mr. Rivkin has served as a manager and Executive Vice President and Chief Investment Officer of Altegris Clearing Solutions (January 2014 to present).  Mr. Rivkin has served as an Executive Vice President of Altegris Holdings (January 2014 to present).  Mr. Rivkin is responsible for general management and oversight of each of the Altegris companies for which he serves as Executive Vice President.  For each company for which he serves as Chief Investment Officer, Mr. Rivkin provides leadership, vision and oversight over the investment management and research process.  Mr. Rivkin became a principal of APM in January 2014 and is also registered with the CFTC and is a member of the NFA as a principal for the following affiliates of the General Partner: (a) Altegris Clearing Solutions LLC as principal (January 2014 to present) and (b) Advisors as a principal (January 2014 to present).  During the past five years, prior to joining Altegris, Mr. Rivkin was CEO of JL Rivkin & Associates, Inc. a firm engaged in the management of existing private and public equity portfolios (January 2002 to December 2013).  Mr. Rivkin earned his Professional Engineering degree from the Colorado School of Mines and his MBA from the Harvard Graduate School of Business Administration.

Jon C. Sundt (born 1961) is the President, CEO and a manager of the General Partner.  Mr. Sundt has also been (1) the President, CEO and a director of Altegris Investments, Inc. (Altegris) (July 2002 to present), a current broker-dealer affiliate of the General Partner, and formerly an IB and CTA; (2) a manager and the President and CEO of Altegris Clearing Solutions, L.L.C. (formerly known as Altegris Partners, L.L.C.) (Clearing Solutions), an IB and CTA and an affiliate of the General Partner (December 2008 to present); (3) a manager and the President and CEO of Altegris Services, L.L.C. (Services), an administrative and operations affiliate of the General Partner (May 2010 to present); and (4) the President and CEO of Altegris Holdings, a holding company which directly owns the General Partner, Altegris, Clearing Solutions and Services (October 2012 to present).  Mr. Sundt became a principal of the General Partner’s predecessor entity, APM, in July 2002.   Mr. Sundt attended the University of California, San Diego.

Matthew C. Osborne (born 1964) has served as a manager of the General Partner (or a director of the General Partner’s predecessor entity, APM) since July 2002.  He has also served as a Vice President of APM (July 2002 to January 2011), and currently serves as Executive Vice President of the General Partner (January 2011 to present).  Mr. Osborne has also been (1) an Executive Vice President, Chief Investment Officer and a director of Altegris (July 2002 to May 2010); (2) a manager and Executive Vice President of Clearing Solutions (December 2008 to present); (3) a manager and Executive Vice President of Services (February 2010 to present); and (4) Executive Vice President of Altegris Holdings (October 2012 to present).

Kenneth I. McGuire (born 1958) is the Chief Operating Officer and a manager of the General Partner.  Mr. McGuire also serves as Chief Operating Officer for Advisors (February 2010 to August 2013), and Services (May 2010 to present).  Mr. McGuire also serves as Chief Operating Officer of Altegris Holdings.  His duties within the Altegris Companies include supervision of personnel in the software development, information technology, fund operations and futures operations businesses of the Altegris Companies. During the past five years, Mr. McGuire was employed by The Bank of New York Mellon, an asset management and securities services company, as a Managing Director (April 2006 to October 2009).  Mr. McGuire was employed within BNY Mellon Alternative Investment Services, serving as Product Manager for that unit’s Single Manager Hedge Fund services. Mr. McGuire was a Strategic Advisor with Harvest Technology, a boutique investment technology consultancy (May 2005 to April 2006). Mr. McGuire graduated Magna Cum Laude from Hofstra University with a degree in Computer Science/Mathematics and received his MBA with a concentration in Management from Adelphi University.

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

(ii)        Identification of Certain Significant Employees

None.

(iii)       Family Relationships

None.

(iv)       Business Experience

See above.

(v)        Involvement in Certain Legal Proceedings.

None.

(vi)       Promoters and Control Persons

Not Applicable.

(b)        Section 16(a) Beneficial Ownership Reporting Compliance

Not Applicable

(c)        Code of Ethics

The Partnership has no employees, officers or directors and is managed by the General Partner.  The General Partner has adopted a Code of Ethics that applies to its principal executive officers and certain other persons associated with Altegris Funds.  A copy of this Code of Ethics may be obtained at no charge by written request to Altegris Advisors, L.L.C., 1200 Prospect Street, Suite 400, La Jolla, CA  92037.

(d)        Corporate Governance

Not applicable.

ITEM 11: EXECUTIVE COMPENSATION

The Partnership has no officers, directors, or employees.  None of the principals, officers, or employees of the General Partner or Altegris receives compensation from the Partnership.  All persons serving in the capacity of officers or executives of the General Partner, the general partner of the Partnership, are compensated by Altegris and/or an affiliate in respect of their respective positions with such entities.  The General Partner receives a monthly management fee equal to 1/12 of 1.25% of the management fee net asset value of the month-end 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 month-end capital account balances attributable to Institutional Interests; as well as, 0.0625% (0.75% annually) of all Original Class A Interests, 0.146% (1.75% annually) of all Original Class B Interests, and currently 0.0417% to 0.0625% (0.50% to 0.75% annually) of all Special Class Interests of the Partnership’s management net asset value. The General Partner also receives a monthly administrative fee equal to 1/12 of 0.333% of the management fee net asset value of the month-end capital account balances attributable to Class A and Class B Interests.

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Altegris 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.

Clearing Solutions, in its capacity as Introducing Broker to the Partnership, receives compensation for brokerage-related services.  The Partnership will pay monthly brokerage charges equal to the greater of (A) actual commissions of $9.75 per round-turn (higher for certain exchanges or commodities) multiplied by number of round-turn trades, which amount includes other transaction costs; or (B) an amount equal to 0.125% of the management fee net asset value of all Interest holders’ month-end capital account balances (1.50% annually).  If actual monthly commissions and transaction costs in (A) above are less than the amount in (B) above, the Partnership will pay the difference to the Introducing Broker as payment for brokerage-related services.  In any month when the amount in (A) is greater than the amount in (B) above, the Partnership will pay only the amount described in (A) above.

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

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(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 Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner, which has delegated discretionary authority over the Partnership’s trading to the Advisor.  As of February 28, 2015, the General Partner’s general partner interest in the Partnership was valued at $4,005 which constituted approximately 0.001% of the Partnership’s total assets.  As of February 28, 2015, the following managers and executive officers of the General Partner owned Interests in the Partnership:  Jon C. Sundt.  The direct and indirect holding of Interests of each manager and executive officer and the total aggregate ownership of Interests is less than 1% of the Partnership’s total assets.

(c) Changes in Control

None.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Partnership does not engage in any transactions with the General Partner or its affiliates other than in respect of the services and payment of fees therefor described above in Item 1.

The Partnership paid to the General Partner monthly management fees totaling $4,603,469 for the year ended December 31, 2014.  The Partnership paid to the General Partner administrative fees totaling $959,609 for the year ended December 31, 2014.

The Partnership paid to Altegris Investments, LLC monthly continuing compensation of $646,212 for the year ended December 31, 2014.  Clearing Solutions, in its capacity as the Introducing Broker for the Partnership, received from the Partnership’s clearing broker (i.e., SGAS) the following compensation: (i) a portion of the brokerage commissions paid by the Partnership to Newedge USA, and of the interest income earned on Partnership’s assets held at SGAS, equal to $933,899 for the year ended December 31, 2014.  In addition, Clearing Solutions, in its capacity as Introducing Broker, receives from the Partnership, monthly brokerage charges as described in Item 11.  For the year ended December 31, 2014 the Partnership paid monthly brokerage charges of $5,171,366 to Altegris Clearing Solutions.

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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 certain of its principals, none of whom is independent of the General Partner.

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth (a) the fees billed to the Partnership for professional audit services provided by Ernst & Young LLP, the Partnership’s independent registered public accountant, for the audit of the Partnership’s annual financial statements for the year ended December 31, 2013 and (b) the fees expected to be billed to the Partnership for professional audit services provided by Ernst & Young LLP for the audit of the Partnership’s annual financial statements for the year ended December 31, 2014.

FEE CATEGORY	2014		2013
Audit Fees	$	42,400	$	43,000
Audit-Related Fees		49,950	$	47,000
Tax Fees	$	136,620	$	134,620
All Other Fees		-		-
TOTAL FEES	$	228,970	$	224,620

Audit Fees consist of fees paid to Ernst & Young LLP for (i) the audit of Altegris Winton Futures Fund, L.P.’s annual financial statements included in the annual report on Form 10-K, and review of financial statements included in the quarterly reports on Form 10-Q and filed on Altegris Winton Futures Fund, L.P.’s current reports on Form 8-K; and (ii) services that are normally provided by the Independent Registered Public Accountants in connection with statutory and regulatory filings of registration statements.

Tax Fees consist of fees paid to Ernst & Young LLP for professional services rendered in connection with tax compliance and Partnership income tax return filings.

The managers of the General Partner pre-approve the engagement of the Partnership’s auditor for all services to be provided by the auditor.

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The financial statements and balance sheets required by this Item are included herewith, beginning after the signature page hereof, and are incorporated into this Item 15.

28

Exhibits

The following documents (unless otherwise indicated) are filed herewith and made part of this registration statement.

Exhibit Designation	Description
*3.1	Certificate of Formation of Altegris Winton Futures Fund, L.P.
4.1	Third Amended Agreement of Limited Partnership of Altegris Winton Futures Fund, L.P.
*10.1	Advisory Contract between Altegris Winton Futures Fund, L.P., 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	Form of Selling Agency Agreement
31.01	Rule 13a-14(a)/15d-14(a) Certification
32.01	Section 1350 Certification

______________________

* This exhibit is incorporated by reference to the exhibits of the same numbers and descriptions filed with the Partnership’s Registration Statement (File No. 000-53348) filed on July 30, 2008 on Form 10-12G under the Securities Exchange Act of 1934.

** Rockwell Futures Management, Inc. became Altegris Portfolio Management, Inc., which merged with and into Altegris Advisors, L.L.C.

*** Fimat USA, LLC became Newedge USA, LLC.  On January 2, 2015, Newedge USA merged with and into SGAS, with the latter as the surviving entity.

29

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 31, 2015	ALTEGRIS WINTON FUTURES FUND, L.P. By:  ALTEGRIS ADVISORS, L.L.C.
	By:	/s/ Matthew C. Osborne
	Name:	Matthew C. Osborne
	Title:	Executive Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the General Partner of the Registrant and in the capacities and on the date indicated.

	Title with
Signature	General Partner	Date
/s/ Jon C. Sundt	President, Chief Executive Officer,	March 31, 2015
Jon C. Sundt	Manager (Principal Executive Officer)
	(Principal Financial Officer)
/s/ Jack L. Rivkin	Manager	March 31, 2015
Jack L. Rivkin
/s/ Matthew C. Osborne	Executive Vice President, Manager	March 31, 2015
Matthew C. Osborne
/s/ Kenneth I. McGuire	Chief Operating Officer, Manager	March 31, 2015
Kenneth I. McGuire

(Being the principal executive officer, the principal financial officer and principal accounting officer, and a majority of the managers  of Altegris Advisors, L.L.C.)

30

ALTEGRIS WINTON FUTURES FUND, L.P.

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

ALTEGRIS WINTON FUTURES FUND, L.P.

_____________

TABLE OF CONTENTS

_____________

	PAGES
Affirmation of the Commodity Pool Operator	1
Report of Independent Registered Public Accounting Firm	2
Financial Statements
Statements of Financial Condition	3
Condensed Schedules of Investments	4 - 9
Statements of Income (Loss)	10
Statements of Changes in Partners’ Capital (Net Asset Value)	11
Notes to Financial Statements	12 – 30

ALTEGRIS WINTON FUTURES FUND, L.P.

AFFIRMATION OF THE COMMODITY POOL OPERATOR

_______________

To the Partners of

Altegris Winton Futures Fund, L.P.

To the best of the knowledge and belief of the undersigned, the information contained in this Annual Report for the years ended December 31, 2014, 2013 and 2012 is accurate and complete.

By: /s/ Kenneth I. McGuire

Altegris Portfolio Management, Inc.

Commodity Pool Operator for

Altegris Winton Futures Fund, L.P.

By:  Kenneth I. McGuire, Chief Operating Officer

-1-

Report of Independent Registered Public Accounting Firm

The General Partner and Partners of Altegris Winton Futures Fund, L.P.

We have audited the accompanying statements of financial condition of Altegris Winton Futures Fund, L.P. (the “Partnership”), including the condensed schedules of investments, as of December 31, 2014 and 2013, and the related statements of income (loss), statements of changes in partners’ capital and financial highlights for each of the three years then ended. These financial statements and financial highlights are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included 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 Partnership’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 and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Altegris Winton Futures Fund, L.P. at December 31, 2014 and 2013, and the results of its operations, the changes in its partners’ capital and the financial highlights for each of the three years in the period then ended, in conformity with U.S. generally accepted accounting principles.

March 24, 2015

-2-

ALTEGRIS WINTON FUTURES FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2014 and DECEMBER 31, 2013

_______________

	2014		2013
ASSETS
Equity in commodity broker account
Restricted cash	$	22,022,440	$	33,798,434
Restricted foreign currency (cost - $8,261,611 and $15,777,359)		8,179,695		15,867,408
Unrealized gain on open commodity futures contracts		12,671,271		16,363,656
Unrealized gain on open forward contracts		-		187,782
		42,873,406		66,217,280
Cash		53,617,173		11,866,529
Investment securities at value
(cost - $312,979,365 and $462,592,799)		312,933,103		462,621,851
Interest receivable		124,547		315,451
Total assets	$	409,548,229	$	541,021,111
LIABILITIES
Equity in commodity broker account
Due to broker	$	3,401,180	$	7,361,117
Foreign currency due to broker (proceeds - $5,106,399 and $3,104,684)		5,055,768		3,122,404
Unrealized loss on open forward contracts		1,988,730		-
		10,445,678		10,483,521
Redemptions payable		12,395,726		24,714,657
Incentive fee payable		8,443,751		4,191,156
Subscriptions received in advance		1,322,331		3,604,011
Commissions payable		511,828		629,796
Management fee payable		357,488		466,800
Service fees payable		339,876		422,953
Advisory fee payable		308,787		406,433
Administrative fee payable		75,607		96,775
Other liabilities		552,257		491,135
Total liabilities		34,753,329		45,507,237
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner		3,919		3,561
Limited Partners		374,790,981		495,510,313
Total partners' capital (Net Asset Value)		374,794,900		495,513,874
Total liabilities and partners' capital	$	409,548,229	$	541,021,111

See accompanying notes.

-3-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2014

_______________

INVESTMENT SECURITIES

Face Value		Maturity Date	Decription	Value		% of Partners' Capital
Fixed Income Investments
U.S. Government Agency Bonds and Notes
$	14,038,000	1/2/2015	Federal Farm Credit Bank Disc Note, 0.01%*	$	14,037,996		3.75	%
	28,900,000	1/16/2015	Federal Home Loan Bank Disc Note, 0.02%*		28,899,769		7.71	%
	15,600,000	1/28/2015	Federal Home Loan Bank Disc Note, 0.09%*		15,599,782		4.16	%
	12,000,000	1/16/2015	Federal Home Loan Bank, 0.25%		12,000,312		3.20	%
	12,000,000	3/20/2015	Federal Home Loan Bank, 0.13%		11,998,236		3.20	%
	12,000,000	8/19/2015	Federal Home Loan Bank, 0.20%		11,997,888		3.20	%
	10,000,000	9/18/2015	Federal Home Loan Bank, 0.20%		9,994,210		2.67	%
	15,000,000	12/1/2015	Federal Home Loan Bank, 0.20%		14,981,910		4.00	%
	9,400,000	12/8/2015	Federal Home Loan Bank, 0.13%		9,376,387		2.50	%
	9,400,000	4/17/2015	Federal Home Loan Mortgage Corporation, 0.50%		9,408,930		2.51	%
	10,000,000	8/28/2015	Federal Home Loan Mortgage Corporation, 0.50%		10,017,500		2.67	%
	9,000,000	6/1/2015	Federal National Mortgage Association Disc Note, 0.14%*		8,996,625		2.40	%
	20,000,000	3/16/2015	Federal National Mortgage Association, 0.38%		20,008,800		5.34	%
	15,000,000	7/2/2015	Federal National Mortgage Association, 0.50%		15,012,540		4.01	%
Total U.S. Government Agency Bonds and Notes (cost - $192,377,147)					192,330,885		51.32	%

* The rate reported is the effective yield at time of purchase.

See accompanying notes.

-4-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2014

_______________

INVESTMENT SECURITIES (continued)

Face Value		Maturity Date	Decription	Value		% of Partners' Capital
Fixed Income Investments (continued)
Corporate Notes
$	9,800,000	1/2/2015	Bank of Montreal, 0.10%	$	9,800,000		2.61	%
	12,500,000	1/9/2015	Exxon Mobil Corporation, 0.09%*		12,499,042		3.33	%
	12,500,000	1/9/2015	General Electric Capital Corporation, 0.07%*		12,499,132		3.33	%
	12,500,000	1/5/2015	Johnson & Johnson, 0.07%*		12,499,343		3.33	%
	4,000,000	1/14/2015	Liberty Street Funding LLC, 0.16%*		3,999,549		1.07	%
	3,360,000	1/14/2015	National Rural Utilities Finance Corporation, 0.13%*		3,359,621		0.90	%
	9,400,000	1/29/2015	The Norinchukin Bank, 0.17%		9,400,000		2.51	%
	11,000,000	1/9/2015	Scotia Holdings (US) Inc., 0.13%*		10,998,930		2.93	%
	6,250,000	1/6/2015	The Shizuoka Bank, Ltd., 0.19%		6,250,000		1.67	%
	10,900,000	1/2/2015	Sumitomo Mitsui Banking Corporation, 0.16%		10,900,000		2.91	%
	12,500,000	1/16/2015	Toronto Dominion Holdings (U.S.A.), Inc., 0.09%*		12,498,639		3.33	%
	9,400,000	1/8/2015	Victory Receivables Corporation, 0.13%*		9,398,747		2.51	%
	6,500,000	1/2/2015	Working Capital Management Co. L.P., 0.10%*		6,499,215		1.73	%
Total Corporate Notes (cost - $120,602,218)					120,602,218		32.16	%
Total investment securities (cost - $312,979,365)				$	312,933,103		83.48	%

* The rate reported is the effective yield at time of purchase.

See accompanying notes.

-5-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2014

_______________

	Range of Expiration Dates	Number of Contracts			Value			% of Partners' Capital
LONG FUTURES CONTRACTS:
Agriculture	Jan 15 - May 15		572		$	(311,960	)		(0.08	)%
Currencies	Mar-15		18			33,467			0.01	%
Energy	Jan 15 - Feb 15		130			(1,232,680	)		(0.33	)%
Interest Rates	Mar 15 - Mar 18		9,279			4,966,154			1.33	%
Metals	Jan 15 - Mar 15		360			(1,222,257	)		(0.33	)%
Stock Indices	Jan 15 - Mar 15		1,661			2,742,025			0.73	%
Treasury Rates	Mar-15		914			464,114			0.12	%
Total long futures contracts			12,934			5,438,863			1.45	%
SHORT FUTURES CONTRACTS:
Agriculture	Feb 15 - May 15		466			582,000			0.16	%
Currencies	Mar-15		1,901			2,766,377			0.74	%
Energy	Jan 15 - Mar 15		353			2,776,446			0.74	%
Interest Rates	Mar 15 - Jun 15		77			(16,451	)		0.00	%
Metals	Jan 15 - Apr 15		553			1,322,130			0.35	%
Stock Indices	Mar-15		117			(198,094	)		(0.05	)%
Total short futures contracts			3,467			7,232,408			1.94	%
Total futures contracts			16,401		$	12,671,271			3.39	%
LONG FORWARD CONTRACTS:
Currencies	Jan 15 - Jun 15	$	208,246,832	(1)	$	(3,900,907	)		(1.04	)%
SHORT FORWARD CONTRACTS:
Currencies`	Jan 15 - Jun 15	$	189,600,144	(1)		1,912,177			0.51	%
Total forward currency contracts					$	(1,988,730	)		(0.53	)%

(1) Represents the December 31, 2014 U.S. dollar equivalent of the notional amount bought or sold.

See accompanying notes.

-6-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2013

_______________

INVESTMENT SECURITIES

Face Value		Maturity Date	Decription	Value		% of Partners' Capital
Fixed Income Investments
U.S. Government Agency Bonds and Notes
$	26,094,000	1/2/2014	Federal Farm Credit Bank Disc Note, 0.01%*	$	26,093,993		5.27	%
	7,400,000	1/9/2014	Federal Farm Credit Bank Disc Note, 0.02%*		7,399,970		1.49	%
	31,300,000	1/17/2014	Federal Farm Credit Bank, 0.14%		31,300,375		6.32	%
	10,000,000	1/2/2014	Federal Home Loan Bank Disc Note, 0.06%*		10,000,000		2.02	%
	14,000,000	2/20/2014	Federal Home Loan Bank, 0.13%		14,000,000		2.82	%
	15,000,000	3/28/2014	Federal Home Loan Bank, 0.13%		15,001,425		3.03	%
	21,200,000	4/1/2014	Federal Home Loan Bank, 0.13%		21,202,608		4.28	%
	7,300,000	4/2/2014	Federal Home Loan Bank, 0.13%		7,298,905		1.47	%
	15,000,000	6/2/2014	Federal Home Loan Bank, 0.13%		14,999,325		3.03	%
	15,000,000	7/24/2014	Federal Home Loan Bank, 0.18%		15,003,360		3.03	%
	5,000,000	9/12/2014	Federal Home Loan Bank, 0.16%		5,001,605		1.01	%
	17,000,000	9/18/2014	Federal Home Loan Bank, 0.17%		17,000,510		3.43	%
	1,000,000	11/12/2014	Federal Home Loan Bank, 0.18%		999,527		0.20	%
	20,000,000	11/20/2014	Federal Home Loan Bank, 0.14%		19,997,360		4.03	%
	8,000,000	8/14/2014	Federal Home Loan Mortgage Corporation, 0.15%		8,004,720		1.62	%
	20,000,000	8/27/2014	Federal Home Loan Mortgage Corporation, 0.11%		20,116,300		4.06	%
Total U.S. Government Agency Bonds and Notes (cost - $233,393,834)					233,419,983		47.11	%

* The rate reported is the effective yield at time of purchase. 

-7-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2013

_______________

INVESTMENT SECURITIES (continued) 

Face Value		Maturity Date	Decription	Value		% of Partners' Capital
Fixed Income Investments (continued)
Corporate Notes
$	16,000,000	1/10/2014	Albion Capital LLC, 0.10%	$	15,998,413		3.23	%
	13,900,000	1/3/2014	Banco del Estado de Chile, 0.16%		13,900,000		2.80	%
	10,350,000	1/17/2014	Coca-Cola Company, 0.05%		10,349,482		2.09	%
	9,200,000	1/16/2014	IBM Corporation, 0.02%		9,199,617		1.86	%
	13,900,000	1/16/2014	Liberty Street Funding LLC, 0.13%		13,898,378		2.80	%
	22,000,000	1/2/2014	National Australian Bank, 0.01%		21,999,988		4.44	%
	9,150,000	1/15/2014	NetJets Inc., 0.08%		9,149,695		1.85	%
	11,400,000	1/8/2014	Norinchukin Bank, 0.16%		11,400,000		2.30	%
	13,900,000	1/2/2014	Sumitomo Mitsui Banking Corporation, 0.18%		13,899,985		2.81	%
	13,700,000	1/15/2014	Sumitomo Mitsui Trust Bank, Limited, 0.18%		13,700,000		2.76	%
	16,000,000	1/6/2014	Wal-Mart Stores, Inc., 0.02%		15,999,600		3.23	%
	12,600,000	1/17/2014	Working Capital Mmanagement, 0.11%		12,598,320		2.54	%
Total Corporate Notes (cost - $162,093,493)					162,093,478		32.71	%
U.S. Treasury Obligations
$	22,000,000	1/2/2014	United States Treasury Bill, 0.00%		22,000,000		4.44	%
	20,000,000	2/15/2014	United States Treasury Note, 0.18%		20,027,340		4.04	%
	25,000,000	4/15/2014	United States Treasury Note, 0.14%		25,081,050		5.06	%
Total United States Treasury Obligations (cost - $67,105,472)					67,108,390		13.54	%
Total investment securities (cost - $462,592,799)				$	462,621,851		93.36	%

See accompanying notes.

-8-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2013

_______________

	Range of Expiration Dates	Number of Contracts			Value			% of Partners' Capital
LONG FUTURES CONTRACTS:
Agriculture	Jan 14 - May 14		883		$	(460,341	)		(0.09	)%
Currencies	Mar-14		2,672			1,711,481			0.35	%
Energy	Jan 14 - May 14		384			295,692			0.06	%
Interest Rates	Feb 14 - Dec 16		9,849			(2,137,600	)		(0.43	)%
Metals	Jan 14 - Dec 14		344			18,237			0.00	%
Stock Indices	Jan 14 - Mar 14		4,375			12,032,616			2.43	%
Treasury Rates	Mar-14		568			(548,047	)		(0.11	)%
Total long futures contracts			19,075			10,912,038			2.21	%
SHORT FUTURES CONTRACTS:
Agriculture	Jan 14 - May 14		1,880			1,937,715			0.39	%
Currencies	Mar-14		1,981			2,136,408			0.43	%
Energy	Jan 14 - Mar 14		163			(334,529	)		(0.07	)%
Interest Rates	Mar 14 - Dec 16		669			77,972			0.02	%
Metals	Jan 14 - Apr 14		605			1,391,804			0.28	%
Stock Indices	Jan-14		22			(1,565	)		0.00	%
Treasury Rates	Mar-14		189			243,813			0.05	%
Total short futures contracts			5,509			5,451,618			1.10	%
Total futures contracts			24,584		$	16,363,656			3.31	%
LONG FORWARD CONTRACTS:
Currencies	Jan 14 - Jun 14	$	291,034,431	(1)	$	686,943			0.14	%
SHORT FORWARD CONTRACTS:
Currencies	Jan 14 - Jun 14	$	289,637,660	(1)		(499,161	)		(0.10	)%
Total forward currency  contracts					$	187,782			0.04	%

(1) Represents the December 31, 2013 notional amount bought or sold.

See accompanying notes.

-9-

ALTEGRIS WINTON FUTURES FUND, L.P.

STATEMENTS OF INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

_______________

	2014			2013			2012
TRADING GAINS (LOSSES)
Gain (loss) on trading of
derivatives contracts
Realized	$	76,372,624		$	47,307,868		$	(10,350,618	)
Change in unrealized		(5,868,897	)		9,627,518			(10,427,803	)
Brokerage commissions		(6,413,798	)		(9,288,548	)		(12,092,858	)
Gain (loss) from trading
derivatives contracts		64,089,929			47,646,838			(32,871,279	)
Gain (loss) on trading of securities
Realized		67,746			186,643			372,638
Change in unrealized		(75,314	)		(74,721	)		(59,221	)
Gain (loss) from trading securities		(7,568	)		111,922			313,417
Gain (loss) on trading of foreign currency
Realized		(519,450	)		277,234			(263,174	)
Change in unrealized		(103,614	)		(163,194	)		499,199
Gain (loss) from trading foreign currency		(623,064	)		114,040			236,025
Total trading gains (losses)		63,459,297			47,872,800			(32,321,837	)
NET INVESTMENT INCOME (LOSS)
Income
Interest income		375,189			683,651			1,053,344
Expenses
Management fee		4,603,469			6,699,659			8,720,244
Service fees		4,245,801			5,868,451			7,538,297
Advisory fee		4,005,501			5,767,123			7,451,479
Incentive fee		12,826,879			4,795,781			63,607
Professional fees		1,411,772			1,831,868			2,233,380
Administrative fee		959,609			1,408,607			1,817,057
Interest expense		25,326			28,120			36,598
Other expenses		519,555			490,202			528,754
Total expenses		28,597,912			26,889,811			28,389,416
Net investment (loss)		(28,222,723	)		(26,206,160	)		(27,336,072	)
NET INCOME (LOSS)	$	35,236,574		$	21,666,640		$	(59,657,909	)

See accompanying notes.

-10-

ALTEGRIS WINTON FUTURES FUND, L.P.

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

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

_______________

				Limited Partners
	Total			Original Class A			Original Class B			Special Interests			Class A			Class B			Institutional Interests			General Partner
Balances at December 31, 2011	$	819,679,427		$	67,613,150		$	14,128,414		$	32,618,457		$	320,670,280		$	228,961,945		$	155,683,526		$	3,655
Transfers		-			(726,023	)		382,438			-			(2,683,371	)		(119,727	)		3,146,683			-
Capital additions		140,860,269			966,370			105,815			-			65,254,756			50,686,387			23,846,941			-
Capital withdrawals		(202,095,402	)		(12,550,672	)		(2,553,644	)		-			(78,159,434	)		(54,428,008	)		(54,403,644	)		-
From operations:
Net investment income (loss)		(27,336,072	)		(1,790,344	)		(257,370	)		(544,642	)		(15,220,287	)		(6,538,002	)		(2,985,323	)		(104	)
Net realized gain (loss) from investments (net of brokerage commissions)		(22,334,012	)		(1,703,378	)		(357,656	)		(844,982	)		(8,836,008	)		(6,453,816	)		(4,138,077	)		(95	)
Net change in unrealized gain (loss) from investments		(9,987,825	)		(728,124	)		(163,853	)		(382,013	)		(3,925,188	)		(2,922,199	)		(1,866,406	)		(42	)
Net loss for the year
ended December 31, 2012		(59,657,909	)		(4,221,846	)		(778,879	)		(1,771,637	)		(27,981,483	)		(15,914,017	)		(8,989,806	)		(241	)
Balances at December 31, 2012	$	698,786,385		$	51,080,979		$	11,284,144		$	30,846,820		$	277,100,748		$	209,186,580		$	119,283,700		$	3,414
Balances at December 31, 2012	$	698,786,385		$	51,080,979		$	11,284,144		$	30,846,820		$	277,100,748		$	209,186,580		$	119,283,700		$	3,414
Transfers		-			-			-			-			(3,842,102	)		801,035			3,041,067			-
Capital additions		38,749,012			60,024			-			222,000			24,067,834			9,837,426			4,561,728			-
Capital withdrawals		(263,688,163	)		(19,315,117	)		(5,914,205	)		-			(98,638,225	)		(99,891,414	)		(39,929,202	)		-
From operations:
Net investment income (loss)		(26,206,160	)		(1,566,813	)		(225,760	)		(822,956	)		(14,096,197	)		(6,379,422	)		(3,114,880	)		(132	)
Net realized gain (loss) from investments (net of brokerage commissions)		38,483,197			2,605,581			500,701			2,133,350			15,429,777			10,687,892			7,125,662			234
Net change in unrealized gain (loss) from investments		9,389,603			521,088			165,174			403,160			3,815,638			2,913,936			1,570,562			45
Net income for the year
ended December 31, 2013		21,666,640			1,559,856			440,115			1,713,554			5,149,218			7,222,406			5,581,344			147
Balances at December 31, 2013	$	495,513,874		$	33,385,742		$	5,810,054		$	32,782,374		$	203,837,473		$	127,156,033		$	92,538,637		$	3,561
Balances at December 31, 2013	$	495,513,874		$	33,385,742		$	5,810,054		$	32,782,374		$	203,837,473		$	127,156,033		$	92,538,637		$	3,561
Transfers		-			-			-			15,327,825			(783,379	)		211,528			(14,755,974	)		-
Capital additions		30,590,544			33,989			-			-			13,155,790			6,379,680			11,021,085			-
Capital withdrawals		(186,546,092	)		(12,977,201	)		(1,370,371	)		(34,828,245	)		(59,976,398	)		(52,263,838	)		(25,130,039	)		-
From operations:
Net investment income (loss)		(28,222,723	)		(1,632,593	)		(268,872	)		(1,018,814	)		(14,786,760	)		(6,320,292	)		(4,195,162	)		(230	)
Net realized gain (loss) from investments (net of brokerage commissions)		69,507,122			4,225,565			863,765			3,552,675			30,294,852			17,183,625			13,386,004			636
Net change in unrealized gain (loss) from investments		(6,047,825	)		(326,891	)		(75,054	)		(634,127	)		(2,279,626	)		(1,516,651	)		(1,215,428	)		(48	)
Net income for the year
ended December 31, 2014		35,236,574			2,266,081			519,839			1,899,734			13,228,466			9,346,682			7,975,414			358
Balances at December 31, 2014	$	374,794,900		$	22,708,611		$	4,959,522		$	15,181,688		$	169,461,952		$	90,830,085		$	71,649,123		$	3,919

See accompanying notes.

-11-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

_______________

NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

A. General Description of the Partnership

Altegris Winton Futures Fund, L.P. (f/k/a Winton Futures Fund, L.P. (US)) (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 Agreement of Limited Partnership, as amended and restated from time to time (“Agreement”).  The Partnership's general partner is Altegris Portfolio Management, Inc. (d/b/a Altegris Funds) (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.  The Partnership is subject to the regulations of the Commodity Futures Trading Commission (the “CFTC”), an agency of the United States (“U.S.”) government that regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges and futures commission merchants (brokers) through which the Partnership trades.

On December 31, 2014, pursuant to that certain General Partner Admission Agreement dated as of December 30, 2014 among Altegris Advisors, L.L.C. (“Advisors” or the “General Partner”), Altegris Portfolio Management, Inc. (“APM”) and the Partnership, Advisors, a Delaware limited liability company and an affiliate of APM, was admitted as a general partner of the Partnership effective immediately prior to the Transaction (defined below).  Pursuant to an internal reorganization of APM, then a general partner of Partnership, and certain affiliated entities, APM merged with and into Advisors on December 31, 2014 (the “Transaction”).  By operation of law Advisors then assumed the general partner interest of Partnership previously held by APM.  The officers of Advisors are the same persons with the same titles as the officers of APM prior to the Transaction, and the managers of Advisors were also the directors of APM prior to the Transaction.

B. Method of Reporting

The Partnership is an investment company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Therefore, the Partnership follows the accounting and reporting guidelines for investment companies. The Partnership’s financial statements are presented in accordance with U.S. GAAP. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported fair value of assets and liabilities, disclosures of contingent assets and liabilities as of December 31, 2014 and 2013, and reported amounts of income and expenses for the years ended December 31, 2014, 2013 and 2012.  Management believes that the estimates utilized in preparing the Partnership’s financial statements are reasonable; however, actual results could differ from these estimates and it is reasonably possible that differences could be material.

C. Fair Value

In accordance with the authoritative guidance under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Partnership uses various valuation approaches. The authoritative guidance under U.S. GAAP establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Partnership.

-12-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C.  Fair Value (continued)

Unobservable inputs reflect the Partnership’s assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Partnership has the ability to access at the measurement date;

Level 2 - Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3 - Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The availability of valuation techniques and observable inputs can vary from assets and liabilities and is affected by a wide variety of factors, including the type of asset or liability, whether the asset or liability is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the asset or liability existed. Accordingly, the degree of judgment exercised by the Partnership in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Partnership’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Partnership uses prices and inputs that are current as of the measurement date, including prices and inputs during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many assets and liabilities. This condition could cause an asset or liability to be reclassified to a lower level within the fair value hierarchy.

The Partnership values futures and options on futures contracts at the closing price of the contract’s primary exchange. The Partnership includes futures and options on futures contracts in Level 1 of the fair value hierarchy, as they are exchange traded derivatives.

-13-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C.  Fair Value (continued)

Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. The Partnership includes forward currency contracts in Level 2 of the fair value hierarchy.

The fair value of U.S. government agency bonds and notes is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issue, maturity and seniority. U.S. government bonds are categorized in Levels 1 or 2 of the fair value hierarchy. As of December 31, 2014 and 2013 none of the Partnership’s holdings in U.S. government agency bonds and notes were fair valued using valuation models.

The fair value of U.S. treasury obligations is generally based on quoted prices in active markets. U.S. treasury obligations are categorized in Level 1 of the fair value hierarchy.

The fair value of corporate notes is determined using recently executed transactions, market price quotations (where observable), notes spreads or credit default swap spreads. The spread data used are for the same maturity as that of the notes. If the spread data does not reference the issuer, data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond, or single-name credit default swap spreads and recovery rates based on collateral values as key inputs. These valuation methods represent both a market and income approach to fair value measurement.  Corporate notes are categorized in Level 2 of the fair value hierarchy; however, in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. As of December 31, 2014 and 2013 none of the Partnership’s holdings in corporate notes were fair valued using valuation models.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

There were no changes to the Partnership’s valuation methodology during the years ended December 31, 2014 and 2013.

-14-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C.  Fair Value (continued)

The following table presents information about the Partnership’s assets and liabilities measured at fair value as of December 31, 2014 and 2013:

December 31, 2014	Level 1			Level 2			Level 3		Balance as of December 31, 2014
Assets:
Futures contracts (1)	$	17,390,894		$	-		$	-	$	17,390,894
Forward currency contracts (1)		-			2,167,485			-		2,167,485
U.S. Government agency
bonds and notes		192,330,885			-			-		192,330,885
Corporate notes		-			120,602,218			-		120,602,218
	$	209,721,779		$	122,769,703		$	-	$	332,491,482
Liabilities:
Futures contracts (1)	$	(4,719,623	)	$	-		$	-	$	(4,719,623	)
Forward currency contracts (1)		-			(4,156,215	)		-		(4,156,215	)
	$	(4,719,623	)	$	(4,156,215	)	$	-	$	(8,875,838	)

December 31, 2013	Level 1			Level 2			Level 3		Balance as of December 31, 2013
Assets:
Futures contracts (1)	$	21,739,925		$	-		$	-	$	21,739,925
Forward currency contracts (1)		-			2,042,925			-		2,042,925
U.S. Government agency
bonds and notes		233,419,983			-			-		233,419,983
Corporate notes		-			162,093,478			-		162,093,478
U.S. Treasury Obligations		67,108,390			-			-		67,108,390
	$	322,268,298		$	164,136,403		$	-	$	486,404,701
Liabilities:
Futures contracts (1)	$	(5,376,269	)	$	-		$	-	$	(5,376,269	)
Forward currency contracts (1)		-			(1,855,143	)		-		(1,855,143	)
	$	(5,376,269	)	$	(1,855,143	)	$	-	$	(7,231,412	)

(1) See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

For the years ended December 31, 2014 and 2013, there were no transfers between Level 1 and Level 2 assets and liabilities. For the years ended December 31, 2014 and 2013, there were no Level 3 securities.

D. Investment Transactions and Investment Income

Security transactions are recorded on the trade date for financial reporting purposes.  Realized gains and losses from security transactions are determined using the specific identification cost method. Change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss).  Brokerage commissions and other trading fees are reflected as an adjustment to cost or proceeds at the time of the transaction. Interest income is recorded on an accrual basis.

-15-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. Investment Transactions and Investment Income (continued)

Gains or losses on futures contracts, options on futures contracts and forward currency contracts are realized when contracts are closed. Net unrealized gains or losses on open contracts (the difference between contract trade price and quoted market price) are reflected in the Statements of Financial Condition. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions on futures and options on futures contracts include other trading fees and are incurred as an expense when contracts are opened, and are recognized as trading gains and losses.

Net realized gains and losses from foreign currency related transactions represent gains and losses from sales of foreign currencies, sales and maturities of futures contracts in foreign markets and foreign currency forward contracts, currency gains and losses realized between trade and settlement dates on securities transactions, and the difference between the amounts of interest and foreign withholding taxes recorded on the Partnership’s books and the U.S. Dollar equivalent of the amounts actually received or paid. Net unrealized appreciation (depreciation) on other assets and other liabilities denominated in foreign currency arise from changes in the value of assets, other than investments in securities, and liabilities at fiscal year end, resulting from changes in the exchange rates.

JPMorgan Chase Bank, N.A. (the “Custodian”) is the Partnership’s custodian.  The Partnership has cash deposited with the Custodian.  Newedge USA, LLC (the “Clearing Broker”) is the Partnership’s commodity broker.  For cash not held with the Clearing Broker the Partnership receives cash management services from an affiliate of the Custodian, J.P. Morgan Investment Management Inc. (“JPMIM”). 

E. Option Contracts

Generally, an option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security, currency or other instrument (an ‘‘underlying instrument’’) from the writer of the option (in the case of a call option), or to sell a specified security, currency, or other instrument to the writer of the option (in the case of put option) at a designated price.  Put and call options that the Partnership may purchase or write may be traded on a national securities exchange or in the over-the-counter (OTC) market.  All option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation, thereby reducing the risk of counterparty default.  There can be no assurance that a liquid secondary market will exist for any option purchased or sold.

As the buyer of an option, the Partnership has a right to buy (call option) or sell (put option) the underlying instrument at the exercise price.  The Partnership may enter into closing sale transactions with respect to options, exercise them, or permit them to expire unexercised.  When buying options, the potential loss is limited to the cost (premium plus transaction costs) of the option.

As the writer of a put option, the Partnership has the obligation to buy (call option) or sell (put option) the underlying instrument at the exercise price.  When the Partnership writes an option, an amount equal to the premium received by the Partnership is recorded as a liability and subsequently marked to market to reflect the current value of the option written.  If the written option expires unexercised, the Partnership realizes a gain in the amount of the premium received.  If the Partnership enters into a closing transaction, it recognizes a gain or loss, depending on whether the cost of the purchase is less than or greater than the premium received.  If the option is exercised, the Partnership will incur a loss to the extent the difference between the current market value of the underlying instrument and the exercise price exceeds the premium received.

-16-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Option Contracts (continued)

As the writer of a call option, the Partnership retains the risk of loss should the underlying instrument increase in value. If the option is exercised, the Partnership will be required to buy or sell the instrument at the exercise price. Accordingly, these transactions result in off-balance sheet risk, as the Partnership’s ultimate obligation may exceed the amount indicated in the Statements of Financial Condition.

As of December 31, 2014 and 2013 the Partnership did not hold any option contracts.

F. Futures Contracts

The Partnership may engage in futures contracts as part of its investment strategy. Upon entering into a futures contract, the Partnership is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the initial margin. Subsequent payments (“variation margin”) are made or received by the Partnership each day, depending on the daily fluctuations in the value of the contract, and are included in unrealized gain/loss on futures contracts. Due to broker amounts on the Statement of Financial Condition represent the amount of any short fall in the Fund's required cash margin. The Partnership recognizes a realized gain or loss when the contract is closed.

There are several risks in connection with the use of futures contracts as an investment option. The change in value of futures contracts primarily corresponds with the value of their underlying instruments. In addition, there is the risk that the Partnership may not be able to enter into a closing transaction because of an illiquid secondary market. Open positions in futures contracts at December 31, 2014 and 2013 are reflected within the Condensed Schedules of Investments.

G. Forward currency contracts

Forward currency contracts may be entered into as an economic hedge against foreign currency exchange rate risk related to portfolio positions. A forward currency contract is an obligation to purchase or sell a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter and not on an organized exchange. Forward currency contracts help to manage the overall exposure to the foreign currency backing some of the investments held by the Partnership. Each contract is marked-to-market daily and the change in market value is recorded by the Partnership as an unrealized appreciation or depreciation. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of forward currency contracts involves the risk that counterparties may not meet the terms of the agreement or unfavorable movements in the value of a foreign currency relative to the U.S. dollar. Open forward currency contracts at December 31, 2014 and 2013 are reflected within the Condensed Schedules of Investments.

H. Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it may transact 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 Statements of Financial Condition.

-17-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H. Foreign Currency Transactions (continued)

Income and expense items 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 Statements 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 the Statements of Income (Loss).

I. Cash

Restricted cash is held as margin collateral for futures transactions.

At times, the Partnership’s cash balance could exceed the insured amount under the Federal Deposit Insurance Corporation (“FDIC”). The Partnership has not experienced any losses in such accounts and believes it is not subject to any significant counterparty risk related to its cash account.

J. Offering Costs

Offering costs incurred in connection with the ongoing offering of the Partnership’s interests are borne by the Partnership. These costs include, but are not limited to, legal fees pertaining to updating the Partnership’s offering documents and materials, accounting and printing costs. These costs are charged as an expense when incurred.

K. Income Taxes

As an entity taxable as a partnership for the U.S. Federal Income tax purposes; the Partnership itself is not subject to Federal Income tax. The Partnership prepares and files calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Partnership’s income and expenses.

The Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.  The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.  De-recognition of a tax benefit previously recognized results in the Partnership recording a tax liability that reduces ending partners’ capital.  Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2014 and 2013.  However, the Partnership’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Partnership is subject to income tax examinations by major taxing authorities for all tax years since 2012.

The Partnership recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively.  No interest expense or penalties have been recognized as of and for the years ended December 31, 2014, 2013 and 2012.

-18-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

L.  Reclassifications

Certain amounts in the 2013 and 2012 financial statements were reclassified to conform to the 2014 presentation.

NOTE 2 -PARTNERS’ CAPITAL

A. Capital Accounts and Allocation of Income and Losses

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

The Partnership consists of the General Partner’s Interest, Original Class A Interests, Original Class B Interests, Special Interests, Class A Interests, Class B Interests and Institutional Interests.  Original Class A Interests and Original Class B Interests were issued prior to July 1, 2008 and are no longer issued to limited partners in the Partnership (each a “Limited Partner” and collectively the “Limited Partners”).   Class A Interests, Class B Interests and Institutional Interests were first issued by the Partnership on July 1, 2008.  Income or loss (prior to management fees, administrative fees, service fees and incentive fees) are allocated pro rata among the Limited 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’s Agreement.  Original Class A Interests, Original Class B Interests, Special Interests, Class A Interests, Class B Interests and Institutional Interests are then charged with their applicable management fee, administrative fee, service fee and incentive fee in accordance with the Agreement.

No Limited Partner of the Partnership shall be liable for any debts or liabilities of the Partnership or any losses thereof in excess of such Limited Partner’s capital contributions, except as may be required by law.

B. 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 set forth in the Agreement.  The General Partner may request and receive redemption of capital, subject to the same terms as any Limited Partner. The partners may withdraw their interests on a monthly basis upon at least 15 days’ prior written notice, subject to the discretion of the General Partner. No distributions were made for the years ended December 31, 2014, 2013 and 2012.

NOTE 3 -RELATED PARTY TRANSACTIONS

A. General Partner Management Fee

The General Partner receives a monthly management fee from the Partnership equal to 0.0625% (0.75% annually) for Original Class A, 0.146% (1.75% annually) for Original Class B, and currently 0.0417% to 0.0625% (0.50% annually) for Special Interests of the Partnership's management fee net asset value.

-19-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 3 -RELATED PARTY TRANSACTIONS (CONTINUED)

A. General Partner Management Fee (continued)

The General Partner receives a monthly management fee from the Partnership equal to 0.104% (1.25% annually) for Class A and Class B, and 0.0625% (0.75% annually) for Institutional Interests of  the Partnership's management fee net asset value.  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.

Total management fees earned by the General Partner, for the years ended December 31, 2014, 2013 and 2012 are shown on the Statements of Income (Loss) as Management Fee.

B. Administrative Fee

The General Partner receives a monthly administrative fee from the Partnership equal to 0.0275% (0.33% annually) of the Partnership's management fee net asset value attributable to Class A and Class B Interests. For the years ended December 31, 2014, 2013 and 2012, administrative fees for Class A Interests were $608,618, $825,341 and $1,048,576, respectively and administrative fees for Class B Interests were $350,991, $583,266 and $768,481, respectively.  General Partner’s Interest, Original Class A, Original Class B, Special Interests and Institutional Interests did not get charged the administrative fee.

C. Altegris Investments, Inc. and Altegris Futures, L.L.C.

Altegris Investments, Inc. (“Altegris Investments”), an affiliate of the General Partner, is registered as a broker-dealer with the SEC. Altegris Futures, L.L.C. (“Altegris Futures”), an affiliate of the General Partner and an introducing broker registered with the CFTC, is the Partnership’s introducing broker. Altegris Investments has entered into a selling agreement with the Partnership whereby it receives 2% per annum as continuing compensation for Class A Interests sold by Altegris Investments that are outstanding at month end. Altegris Futures, as the Partnership’s introducing broker, receives a portion of the commodity brokerage commissions paid by the Partnership to the Newedge USA, LLC, the Partnership’s commodity broker (the “Clearing Broker”) and interest income retained by the Clearing Broker. Additionally, the Partnership pays to its clearing brokers and Altegris Futures, at a minimum, brokerage charges at a flat rate of 0.125% (1.5% annually) of the Partnership’s management fee net asset value.  Brokerage charges may exceed the flat rate described above, depending on commission and trading volume levels, which may vary.

On December 31, 2014, Altegris Futures merged with and into its affiliate, Altegris Clearing Solutions, LLC.  Altegris Clearing Solutions, LLC is registered with the CFTC as an Introducing Broker.

At December 31, 2014 and 2013, respectively, the Partnership had commissions and brokerage fees payable to Altegris Futures of $416,134 and $482,292, and service fees payable to Altegris Investments of $50,980 and $62,886, respectively. The following tables show the fees paid to Altegris Investments and Altegris Futures for the years ended December 31, 2014, 2013 and 2012:

-20-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 3 -RELATED PARTY TRANSACTIONS (CONTINUED)

C. Altegris Investments, Inc. and Altegris Futures, L.L.C. (continued)

	Year ended December 31, 2014		Year ended December 31, 2013		Year ended December 31, 2012
Altegris Futures - Brokerage
Commission fees	$	5,171,366	$	7,577,139	$	9,807,800
Altegris Investments- Service fees		646,212		825,963		1,149,600
Total	$	5,817,578	$	8,403,102	$	10,957,400

The amounts above are included in Brokerage Commissions and Service Fees on the Statements of Income (Loss), respectively. The amounts shown on the Statements of Income (Loss) include fees paid to non-related parties.

NOTE 4 - 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 in the Agreement).  However, the quarterly incentive fee is payable only on cumulative profits, calculated separately for each partner’s interest achieved from commodity trading (as defined in the Agreement). The incentive fee is accrued on a monthly basis and paid quarterly. Total incentive fees earned by the Advisor for the years ended December 31, 2014, 2013 and 2012 are shown on the Statements of Income (Loss).

The Advisor receives a monthly management fee from the Partnership equal to 0.083% (1.00% annually) for Class A, Class B, and Institutional Interests of the Partnership's management fee net asset value. The Advisor receives a monthly management fee from the Partnership equal to 0.0625% (0.75% annually) for Original Class B Interests of the Partnership's management fee net asset value. Advisor receives a monthly management fee from the Partnership equal to 0.042% (0.50% annually) for Special Interests of the Partnership's management fee net asset value.  In addition, the General Partner has assigned a portion of its management fees earned to the Advisor.  For the years ended December 31, 2014, 2013 and 2012 management fees for Class A Interests were $1,844,301, $2,501,029 and $3,177,503, respectively, management fees for Class B Interests were $1,063,609, $1,767,472 and $2,328,729, respectively, management fees for Original Class B Interests were $51,579, $85,413 and $130,719, respectively, management fees for Special Interests were $229,731, $315,663 and $317,184, respectively and management fees for Institutional Interests were $816,281, $1,097,546 and $1,497,344, respectively. General Partner’s Interest and Original Class A Interests did not get charged the management fee.

NOTE 5 -SERVICE FEES

General Partner’s Interest, Original Class A Interests and Class A Interests pay selling agents an ongoing monthly 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.  Selling agents may, at their option, elect to receive the service fee for the sale of Institutional Interests. For the years ended December 31, 2014, 2013 and 2012 service fees for General Partner’s Interest, were $73, $70 and $71, respectively, service fees for Class A Interests were $3,689,291,

-21-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 5 -SERVICE FEES (CONTINUED)

$4,994,432 and $6,304,842, respectively, service fees for Original Class A Interests were $541,253, $850,225 and $1,199,154, respectively and service fees for Institutional Interests were $15,184, $23,724 and $34,230, respectively.  Class B, Original Class B and Special Interests did not get charged the service fees. Institutional Interests may pay selling agents, if the selling agent so elects, an ongoing monthly payment of 0.0417% (0.50% annually) of the value of Institutional Interests sold by them which are outstanding at month-end as compensation for their continuing services to the Limited Partners holding Institutional Interests.

NOTE 6 -BROKERAGE COMMISSIONS

The Partnership pays brokerage commissions to the Clearing Broker for clearing trades on its behalf, which are reflected on the Statements of Income (Loss) as Brokerage Commissions. The Partnership pays to its Clearing Broker a monthly brokerage commission equal to the greater of: (1)  actual brokerage commissions, which are based upon trading volume, or (2) a flat rate of 0.125% (1.5% annually) (the "Minimum Amount") of the Partnership's management fee net asset value.

If actual brokerage commissions paid to the Clearing Broker are less than the Minimum Amount, the Partnership will pay to the introducing broker, the difference. However, if actual brokerage commissions are greater than the Minimum Amount, the Partnership only pays the actual brokerage commissions.

NOTE 7 -FINANCIAL DERIVATIVE INSTRUMENTS

The Partnership engages in the speculative trading of futures, options on futures, and forward currency contracts for the purpose of achieving capital appreciation.  None of the Partnership’s derivative instruments are designated as hedging instruments, as defined in the Derivatives and Hedging Topic of the Accounting Standards Codification (“ASC”), nor are they used for other risk management purposes.  The Advisor and General Partner actively assess, manage and monitor risk exposure on derivatives on a contract basis, a sector basis (e.g., interest rate derivatives, agricultural derivatives, etc.), and on an overall basis in accordance with established risk parameters.  Due to the speculative nature of the Partnership’s derivative trading activity, the Partnership is subject to the risk of substantial losses from derivatives trading.

The following presents the fair value of derivative contracts at December 31, 2014 and 2013.  The fair value of derivative contracts is presented as an asset if in a gain position and a liability if in a loss position.  Fair value is presented on a gross basis in the table below even though the futures and forward contracts qualify for net presentation in the Statements of Financial Condition.

-22-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 7 -FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

December 31, 2014

	Asset		Liability
Type of	Derivatives		Derivatives			Net
Derivatives Contracts	Fair Value		Fair Value			Fair Value
Futures Contracts
Agriculture	$	717,593	$	(447,553	)	$	270,040
Currencies		2,814,919		(15,075	)		2,799,844
Energy		2,780,157		(1,236,391	)		1,543,766
Interest Rates		5,942,063		(992,360	)		4,949,703
Metals		1,322,342		(1,222,469	)		99,873
Stock Indices		3,282,258		(738,327	)		2,543,931
Treasury Rates		531,562		(67,448	)		464,114
	$	17,390,894	$	(4,719,623	)	$	12,671,271
Forward Currency Contracts	$	2,167,485	$	(4,156,215	)	$	(1,988,730	)
Total Gross Fair Value of Derivatives Contracts	$	19,558,379	$	(8,875,838	)	$	10,682,541

December 31, 2013

	Asset		Liability
Type of	Derivatives		Derivatives			Net
Derivatives Contracts	Fair Value		Fair Value			Fair Value
Futures Contracts
Agriculture	$	2,192,246	$	(714,872	)	$	1,477,374
Currencies		3,919,970		(72,081	)		3,847,889
Energy		402,001		(440,838	)		(38,837	)
Interest Rates		980,354		(3,039,982	)		(2,059,628	)
Metals		1,968,925		(558,884	)		1,410,041
Stock Indices		12,032,616		(1,565	)		12,031,051
Treasury Rates		243,813		(548,047	)		(304,234	)
	$	21,739,925	$	(5,376,269	)	$	16,363,656
Forward Currency Contracts	$	2,042,925	$	(1,855,143	)	$	187,782
Total Gross Fair Value of Derivatives Contracts	$	23,782,850	$	(7,231,412	)	$	16,551,438

The following presents the trading results of the Partnership’s derivative trading and information related to the volume of the Partnership’s derivative activity for the years ended December 31, 2014, 2013 and 2012.

-23-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

The below captions of “Realized” and “Change in Unrealized” correspond to the captions in the Statements of Income (Loss) for gain (loss) on trading of derivatives contracts.

Year ended December 31, 2014

Type of Derivatives Contracts	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts
Agricultural	$	(3,622,872	)	$	(1,207,334	)
Currencies		15,721,422			(1,048,045	)
Energy		17,811,994			1,582,603
Interest Rates		34,111,784			7,009,331
Metals		(213,214	)		(1,310,168	)
Stock Indices		7,647,480			(9,487,120	)
Treasury Rates		8,102,452			768,348
	$	79,559,046		$	(3,692,385	)		138,421
Forward Currency Contracts	$	(3,186,422	)	$	(2,176,512	)	$	991,206,090,466	(1)
Total gain (loss) from derivatives contracts	$	76,372,624		$	(5,868,897	)

Year ended December 31, 2013

Type of Derivatives Contracts	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts
Agricultural	$	8,520,125		$	1,931,276
Currencies		19,944,966			(4,452,030	)
Energy		(11,721,625	)		487,943
Interest Rates		(17,259,411	)		(3,841,913	)
Metals		6,156,092			6,347,057
Stock Indices		56,218,415			9,172,334
Treasury Rates		(10,919,057	)		555,345
	$	50,939,505		$	10,200,012			180,308
Forward Currency Contracts	$	(3,631,637	)	$	(572,494	)	$	960,719,322,833	(1)
Total gain (loss) from derivatives contracts	$	47,307,868		$	9,627,518

-24-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 7 -FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

Year ended December 31, 2012

Type of Derivatives Contracts	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts
Agricultural	$	(10,896,031	)	$	932,474
Currencies		(18,329,967	)		(481,489	)
Energy		(15,167,175	)		(1,648,915	)
Interest Rates		40,624,631			(5,881,488	)
Metals		(13,677,916	)		(2,603,011	)
Stock Indices		1,184,942			2,068,792
Swapnote Future		10,037			(2,535	)
Treasury Rates		8,844,892			(3,405,235	)
	$	(7,406,587	)	$	(11,021,407	)		222,906
Options on Futures Contracts
Stock Indices	$	336,250		$	(31,198	)
	$	336,250		$	(31,198	)		1,420
Forward Currency Contracts	$	(3,280,281	)	$	624,802		$	212,342,185,003	(1)
Total gain (loss) from derivatives contracts	$	(10,350,618	)	$	(10,427,803	)

(1) Represents the U.S. dollar equivalent of the notional amount bought or sold during the years ended December 31, 2014, 2013 and 2012. The number of contracts closed using average cost for long contracts of 702,178, 890,635 and 1,276,262 and short contracts of (634,673), (938,097) and (1,659,259) for the years ended December 31, 2014, 2013 and 2012.

With respect to futures contracts and options on futures contracts, the Partnership has entered into an agreement with the Clearing Broker which  grants the Clearing Broker the right to offset recognized derivative assets and derivative liabilities if certain conditions exist, which would require the Clearing Broker to liquidate the Partnership’s positions. These events include the following: (i) the Clearing Broker is directed or required by a regulatory or self-regulatory organization, (ii) the Clearing Broker determines, at its discretion, that the risk in the Partnership’s account must be reduced for protection of the Clearing Broker, (iii) upon the Partnership’s breach or failure to perform on its contractual agreements with the Clearing Broker, (iv) upon the commencement of bankruptcy, insolvency or similar proceeding for the protection of creditors against the Partnership, or (v) upon the dissolution, winding-up, liquidation or merger of the Partnership.

With respect to foreign currency forward contracts, the Partnership has entered into an agreement with the Clearing Broker, whereby the party having the greater obligation (either the Partnership or the Clearing Broker) shall deliver to the other party at the settlement date the net amount of recognized derivative assets and liabilities.

-25-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 7 -FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

The following table summarizes the disclosure requirements for offsetting assets and liabilities:

Offsetting the Financial Assets and Derivative Assets
										Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2014
Description	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Statement of Financial Condition			Net Amounts of Assets Presented in the Statement of Financial Condition			Financial Instruments		Cash Collateral Received (1)		Net Amount
Forward contracts		2,167,485			(2,167,485	)		-			-		-		-
Commodity futures contracts		17,390,894			(4,719,623	)		12,671,271			-		-		12,671,271
Total		19,558,379			(6,887,108	)		12,671,271			-		-		12,671,271
Offsetting the Financial Liabilities and Derivative Liabilities
										Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2014
Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Financial Condition			Net Amounts of Liabilities Presented in the Statement of Financial Condition			Financial Instruments		Cash Collateral Pledged (1)		Net Amount
Forward contracts		(4,156,215	)		2,167,485			(1,988,730	)		-		-		(1,988,730	)
Commodity futures contracts		(4,719,623	)		4,719,623			-			-		-		-
Total		(8,875,838	)		6,887,108			(1,988,730	)		-		-		(1,988,730	)

Offsetting the Financial Assets and Derivative Assets

								Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2013
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition			Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received (1)		Net Amount
Forward contracts		2,042,925		(1,855,143	)		187,782		-		-		187,782
Commodity futures contracts		21,739,925		(5,376,269	)		16,363,656		-		-		16,363,656
Total		23,782,850		(7,231,412	)		16,551,438		-		-		16,551,438

Offsetting the Financial Liabilities and Derivative Liabilities

								Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2013
Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged (1)		Net Amount
Forward contracts		(1,855,143	)		1,855,143		-		-		-		-
Commodity futures contracts		(5,376,269	)		5,376,269		-		-		-		-
Total		(7,231,412	)		7,231,412		-		-		-		-

(1) Does not include maintenance margin deposits held at the Clearing Broker of $30,202,135 for 2014 and $49,665,842 for 2013, respectively.

-26-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 8 -FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES

The Partnership participates in the speculative trading of commodity futures contracts, options on futures contracts and forward currency 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 and interbank market makers.  Further for futures contracts and options on futures contracts, 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 or interbank market makers to perform under the terms of their contracts (credit risk).

The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over the counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties.  For forward currency contracts, the Partnership is 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 on forward currency contracts.

All of the contracts, with the exception of forward currency 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 because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties.  However, in the future, if 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. 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 a substantial portion of its assets on deposit with the Custodian in U.S. government agency bonds and notes and corporate notes.  Risks arise from investments in bonds and notes due to possible illiquidity and the potential for default by the issuer or counterparty.  Such instruments are also sensitive to changes in interest rates and economic conditions.

-27-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 9 -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.

NOTE 10 -FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Partnership for the years ended December 31, 2014, 2013 and 2012.  This information has been derived from information presented in the financial statements.

	December 31, 2014
	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners
Return prior to incentive fees		13.33	%		14.48	%		14.64	%		11.32	%		13.53	%		14.44	%
Incentive fees		(3.28	)%		(3.32	)%		(3.21	)%		(3.26	)%		(3.29	)%		(3.31	)%
Total return after incentive fees		10.05	%		11.16	%		11.43	%		8.06	%		10.24	%		11.13	%
Ratio to average net asset value
Expenses prior to incentive fees		3.26	%		2.22	%		2.12	%		5.11	%		3.10	%		2.24	%
Incentive fees		2.96	%		3.11	%		2.80	%		3.11	%		3.05	%		3.03	%
Total expenses		6.22	%		5.33	%		4.92	%		8.22	%		6.15	%		5.27	%
Net investment (loss) (1)		(3.17	)%		(2.14	)%		(2.02	)%		(5.02	)%		(3.00	)%		(2.16	)%

Total return and the ratios to average net asset value are calculated for each class of 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 and differing fee structures.

(1) Excludes incentive fee.

-28-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 10 -FINANCIAL HIGHLIGHTS (CONTINUED)

	December 31, 2013
	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners
Return prior to incentive fees		5.09	%		6.14	%		6.40	%		3.19	%		5.26	%		6.11	%
Incentive fees		(0.80	)%		(0.81	)%		(0.85	)%		(0.86	)%		(0.87	)%		(0.88	)%
Total return after incentive fees		4.29	%		5.33	%		5.55	%		2.33	%		4.39	%		5.23	%
Ratio to average net asset value
Expenses prior to incentive fees		3.18	%		2.18	%		1.88	%		5.07	%		3.04	%		2.19	%
Incentive fees		0.68	%		0.64	%		0.83	%		0.80	%		0.78	%		0.81	%
Total expenses		3.86	%		2.82	%		2.71	%		5.87	%		3.82	%		3.00	%
Net investment (loss) (1)		(3.07	)%		(2.07	)%		(1.77	)%		(4.95	)%		(2.93	)%		(2.08	)%

	December 31, 2012
	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners
Return prior to incentive fees		(6.58	)%		(5.67	)%		(5.43	)%		(8.30	)%		(6.46	)%		(5.69	)%
Incentive fees		(0.00	)%		(0.00	)%		(0.00	)%		(0.01	)%		(0.01	)%		(0.01	)%
Total return after incentive fees		(6.58	)%		(5.67	)%		(5.43	)%		(8.31	)%		(6.47	)%		(5.70	)%
Ratio to average net asset value
Expenses prior to incentive fees		3.10	%		2.13	%		1.85	%		5.03	%		3.00	%		2.17	%
Incentive fees		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%
Total expenses		3.10	%		2.13	%		1.85	%		5.04	%		3.01	%		2.18	%
Net investment (loss) (1)		(2.96	)%		(1.99	)%		(1.72	)%		(4.90	)%		(2.87	)%		(2.04	)%

Total return and the ratios to average net asset value are calculated for each class of 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 and differing fee structures.

(1) Excludes incentive fee.

-29-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 11 -SUBSEQUENT EVENTS

Management of the Partnership evaluated subsequent events through the date these financial statements were issued.

Effective January 1, 2015, Altegris Advisors, L.L.C. became the sole General Partner of the Partnership.

From January 1, 2015 through March 24, 2015, the Partnership had subscriptions of $7,666,234 and redemptions of $7,734,983.

-30-

EX-4.1

EXHIBIT 4.1

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

ALTEGRIS WINTON FUTURES FUND, L.P.

This Third Amended and Restated Agreement of Limited Partnership (Agreement) is made inLa Jolla, California, and is effective as of March 5, 2015, , by and between Altegris Advisors, L.L.C., 1200 Prospect Street, Suite 400, La Jolla, California 92037 (Altegris Advisors and 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).  This Third Amended and Restated Agreement of Limited Partnership amends and restates in its entirety that certain Second Amended Agreement of Limited Partnership effective as of April 14, 2011.

RECITALS

WHEREAS, effective June 17, 2005 the Agreement of Limited Partnership dated June 1, 1999 was amended and restated in its entirety (the First Amended and Restated Agreement of Limited Partnership);

WHEREAS, effective April 14, 2011, the Second Amended and Restated Agreement of Limited Partnership (e Second Amended and Restated Agreement of Limited Partnership) amended and restated the First Amended and Restated Agreement of Limited Partnership;

WHEREAS, on December 30, 2014, Altegris Advisors was admitted as an additional general partner of the Partnership pursuant to Section 17(a) of the Second Amended and Restated Agreement of Limited Partnership;

WHEREAS, on December 31, 2014 Altegris Portfolio Management, Inc. was merged with Altegris Advisors, with Altegris Advisors remaining as the surviving entity (the Merger) and as a result Altegris Advisors became the sole General Partner of the Partnership;

WHEREAS, the General Partner desires to amend and restate the Second Amended and Restated Agreement of Limited Partnership in its entirety to reflect the Merger.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend and restate the Second Amended and Restated Agreement of Limited Partnership in its entirety and agree as follows:

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 Altegris Winton Futures Fund, L.P. (formerly 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 GeneralPartner shall not be required to deliver a Certificate of Limited Partnership to each Limited Partner.

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2.Principal Office.

The address of the principal office of the Partnership shall be c/o Altegris Advisors, 1200 Prospect Street, Suite 400, La Jolla, California 92037 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.

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.

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(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 theGeneral 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.

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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 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 Account 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.

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(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.

(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.

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(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 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).

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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.

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:

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(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 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.

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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.

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.

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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;

(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.

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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 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.

Altegris winton futures fund, l.p. 11

(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.

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);

Altegris winton futures fund, l.p. 12

(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 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;

Altegris winton futures fund, l.p. 13

(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.

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.

Altegris winton futures fund, l.p. 14

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

GENERAL PARTNER:		LIMITED PARTNER:
ALTEGRIS ADVISORS, L.L.C.
By:	/s/ Ken McGuire	By:	/s/ Matthew Osborne
	Ken McGuire, COO and EVP		Matthew Osborne, EVP

Altegris winton futures fund, l.p. 15

EX-31.1

EXHIBIT 31.01

RULE 13a-14(a)/15d-14(a)

CERTIFICATION OF PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER

I, Jon C. Sundt, certify that:

1. I have reviewed this annual report on Form 10-K of Altegris Winton Futures Fund, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the Partnership’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 31, 2015

/s/ Jon C. Sundt

Jon C. Sundt

Principal Executive and Principal Financial Officer

Altegris Advisors, L.L.C.

General Partner of Altegris Winton Futures Fund, L.P.

EX-32.1

EXHIBIT 32.02

CERTIFICATION

PURSUANT TO

SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Jon C. Sundt, the Principal Executive and Principal Financial Officer of Altegris Advisors, L.L.C., the General Partner of Altegris Winton Futures Fund, L.P. (the “Partnership”), certify that (i) the Annual Report of the Partnership on Form 10-K for the period ending December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: March 31, 2015

/s/ Jon C. Sundt

Jon C. Sundt

Principal Executive and Principal Financial Officer

Altegris Advisors, L.L.C.

General Partner of Altegris Winton Futures Fund, L.P.

XML

7. FINANCIAL DERIVATIVE INSTRUMENTS - Offsetting Assets and Liabilities (Details) (USD $)	Dec. 31, 2014		Dec. 31, 2013
Gross Amounts of Recognized Assets	$ 19,558,379		$ 23,782,850
Gross Amounts Offset in the Statement of Financial Condition	(6,887,108)		(7,231,412)
Net Amounts of Assets Presented in the Statement of Financial Condition	12,671,271		16,551,438
Gross Amounts Not Offset in the Statement of Financial Condition
Financial Instruments
Cash Collateral Received		[1]		[1]
Net Amount	12,671,271		16,551,438
Offsetting the Financial Liabilities and Derivative Liabilities
Gross Amounts of Recognized Liabilities	(8,875,838)		(7,231,412)
Gross Amounts Offset in the Statement of Financial Condition	6,887,108		7,231,412
Net Amounts of Liabilities Presented in the Statement of Financial Condition	(1,988,730)
Gross Amounts Not Offset in the Statement of Financial Condition
Financial Instruments
Cash Collateral Pledged		[1]		[1]
Net Amount	(1,988,730)
Forward Contracts
Gross Amounts of Recognized Assets	2,167,485		2,042,925
Gross Amounts Offset in the Statement of Financial Condition	(2,167,485)		(1,855,143)
Net Amounts of Assets Presented in the Statement of Financial Condition			187,782
Gross Amounts Not Offset in the Statement of Financial Condition
Financial Instruments
Cash Collateral Received		[1]		[1]
Net Amount			187,782
Offsetting the Financial Liabilities and Derivative Liabilities
Gross Amounts of Recognized Liabilities	(4,156,215)		(1,855,143)
Gross Amounts Offset in the Statement of Financial Condition	2,167,485		1,855,143
Net Amounts of Liabilities Presented in the Statement of Financial Condition	(1,988,730)
Gross Amounts Not Offset in the Statement of Financial Condition
Financial Instruments
Cash Collateral Pledged		[1]		[1]
Net Amount	(1,988,730)
Futures Contracts
Gross Amounts of Recognized Assets	17,390,894		21,739,925
Gross Amounts Offset in the Statement of Financial Condition	(4,719,623)		(5,376,269)
Net Amounts of Assets Presented in the Statement of Financial Condition	12,671,271		16,363,656
Gross Amounts Not Offset in the Statement of Financial Condition
Financial Instruments
Cash Collateral Received		[1]		[1]
Net Amount	12,671,271		16,363,656
Offsetting the Financial Liabilities and Derivative Liabilities
Gross Amounts of Recognized Liabilities	(4,719,623)		(5,376,269)
Gross Amounts Offset in the Statement of Financial Condition	4,719,623		5,376,269
Net Amounts of Liabilities Presented in the Statement of Financial Condition
Gross Amounts Not Offset in the Statement of Financial Condition
Financial Instruments
Cash Collateral Pledged		[1]		[1]
Net Amount

[1] Does not include maintenance margin deposits held at the Clearing Broker of $30,202,135 for 2014 and $449,655,842 for 2013, respectively.

XML

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Partnership's assets and liabilities at fair value (Details) (USD $)	Dec. 31, 2014		Dec. 31, 2013
Assets
Futures contracts	$ 17,390,894	[1]	$ 21,739,925	[1]
Forward currency contracts	2,167,485	[1]	2,042,925	[1]
U.S. Government agency bonds and notes	192,330,885		233,419,983
Corporate notes	120,602,218		162,093,478
U.S. Treasury obligations			67,108,390
Total Assets	332,491,482		486,404,701
Liabilities
Futures contracts	(4,719,623)	[1]	(5,376,269)	[1]
Forward currency contracts	(4,156,215)	[1]	(1,855,143)	[1]
Total Liabilities	(8,875,838)		(7,231,412)
Level 1
Assets
Futures contracts	17,390,894	[1]	21,739,925	[1]
Forward currency contracts		[1]		[1]
U.S. Government agency bonds and notes	192,330,885		233,419,983
Corporate notes
U.S. Treasury obligations			67,108,390
Total Assets	209,721,779		322,268,298
Liabilities
Futures contracts	(4,719,623)	[1]	(5,376,269)	[1]
Forward currency contracts		[1]		[1]
Total Liabilities	(4,719,623)		(5,376,269)
Level 2
Assets
Futures contracts		[1]		[1]
Forward currency contracts	2,167,485	[1]	2,042,925	[1]
U.S. Government agency bonds and notes
Corporate notes	120,602,218		162,093,478
U.S. Treasury obligations
Total Assets	122,769,703		164,136,403
Liabilities
Futures contracts		[1]		[1]
Forward currency contracts	(4,156,215)	[1]	(1,855,143)	[1]
Total Liabilities	(4,156,215)		(1,855,143)
Level 3
Assets
Futures contracts		[1]		[1]
Forward currency contracts		[1]		[1]
U.S. Government agency bonds and notes
Corporate notes
U.S. Treasury obligations
Total Assets
Liabilities
Futures contracts		[1]		[1]
Forward currency contracts		[1]		[1]
Total Liabilities

[1] See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category

XML

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 NOTE 1 - ORGANIZATION AND SIGNIFICANT POLICIES

A. General Description of the Partnership

Altegris Winton Futures Fund, L.P. (f/k/a Winton Futures Fund, L.P. (US)) (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 Agreement of Limited Partnership, as amended and restated from time to time (“Agreement”). The Partnership's general partner is Altegris Portfolio Management, Inc. (d/b/a Altegris Funds) (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. The Partnership is subject to the regulations of the Commodity Futures Trading Commission (the “CFTC”), an agency of the United States (“U.S.”) government that regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges and futures commission merchants (brokers) through which the Partnership trades.

On December 31, 2014, pursuant to that certain General Partner Admission Agreement dated as of December 30, 2014 among Altegris Advisors, L.L.C. (“Advisors” or the “General Partner”), Altegris Portfolio Management, Inc. (“APM”) and the Partnership, Advisors, a Delaware limited liability company and an affiliate of APM, was admitted as a general partner of the Partnership effective immediately prior to the Transaction (defined below).  Pursuant to an internal reorganization of APM, then a general partner of Partnership, and certain affiliated entities, APM merged with and into Advisors on December 31, 2014 (the “Transaction”).  By operation of law Advisors then assumed the general partner interest of Partnership previously held by APM.  The officers of Advisors are the same persons with the same titles as the officers of APM prior to the Transaction, and the managers of Advisors were also the directors of APM prior to the Transaction. 

B. Method of Reporting

The Partnership is an investment company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Therefore, the Partnership follows the accounting and reporting guidelines for investment companies. The Partnership’s financial statements are presented in accordance with U.S. GAAP. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported fair value of assets and liabilities, disclosures of contingent assets and liabilities as of December 31, 2014 and 2013, and reported amounts of income and expenses for the years ended December 31, 2014, 2013 and 2012. Management believes that the estimates utilized in preparing the Partnership’s financial statements are reasonable; however, actual results could differ from these estimates and it is reasonably possible that differences could be material.

C. Fair Value

In accordance with the authoritative guidance under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Partnership uses various valuation approaches. The authoritative guidance under U.S. GAAP establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Partnership.

Unobservable inputs reflect the Partnership’s assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Partnership has the ability to access at the measurement date;

Level 2 - Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3 - Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The availability of valuation techniques and observable inputs can vary from assets and liabilities and is affected by a wide variety of factors, including the type of asset or liability, whether the asset or liability is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the asset or liability existed. Accordingly, the degree of judgment exercised by the Partnership in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Partnership’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Partnership uses prices and inputs that are current as of the measurement date, including prices and inputs during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many assets and liabilities. This condition could cause an asset or liability to be reclassified to a lower level within the fair value hierarchy.

The Partnership values futures and options on futures contracts at the closing price of the contract’s primary exchange. The Partnership includes futures and options on futures contracts in Level 1 of the fair value hierarchy, as they are exchange traded derivatives.

Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. The Partnership includes forward currency contracts in Level 2 of the fair value hierarchy.

The fair value of U.S. government agency bonds and notes is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issue, maturity and seniority. U.S. government bonds are categorized in Levels 1 or 2 of the fair value hierarchy. As of December 31, 2014 and 2013 none of the Partnership’s holdings in U.S. government agency bonds and notes were fair valued using valuation models.

The fair value of U.S. treasury obligations is generally based on quoted prices in active markets. U.S. treasury obligations are categorized in Level 1 of the fair value hierarchy.

The fair value of corporate notes is determined using recently executed transactions, market price quotations (where observable), notes spreads or credit default swap spreads. The spread data used are for the same maturity as that of the notes. If the spread data does not reference the issuer, data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond, or single-name credit default swap spreads and recovery rates based on collateral values as key inputs. These valuation methods represent both a market and income approach to fair value measurement. Corporate notes are categorized in Level 2 of the fair value hierarchy; however, in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. As of December 31, 2014 and 2013 none of the Partnership’s holdings in corporate notes were fair valued using valuation models.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

There were no changes to the Partnership’s valuation methodology during the years ended December 31, 2014 and 2013.

The following table presents information about the Partnership’s assets and liabilities measured at fair value as of December 31, 2014 and 2013:

										Balance as of
December 31, 2014		Level 1			Level 2			Level 3		December 31, 2014
Assets:
Futures contracts (1)	$	17,390,894		$	—		$	—	$	17,390,894
Options contracts		—			—			—		—
Forward currency contracts (1)		—			2,167,485			—		2,167,485
U.S. Government agency
bonds and notes		192,330,885			—			—		192,330,885
Corporate notes		—			120,602,218			—		120,602,218
U.S. Treasury Obligations		—			—			—		—
	$	209,721,779		$	122,769,703		$	—	$	332,491,482
Liabilities:
Futures contracts (1)	$	(4,719,623	)	$	—		$	—	$	(4,719,623	)
Options contracts		—			—			—		—
Forward currency contracts (1)		—			(4,156,215	)		—		(4,156,215	)
	$	(4,719,623	)	$	(4,156,215	)	$	—	$	(8,875,838	)
										Balance as of
December 31, 2013		Level 1			Level 2			Level 3		December 31, 2013
Assets:
Futures contracts (1)	$	21,739,925		$	—		$	—	$	21,739,925
Options contracts		—			—			—		—
Forward currency contracts (1)		—			2,042,925			—		2,042,925
U.S. Government agency
bonds and notes		233,419,983			—			—		233,419,983
Corporate notes		—			162,093,478			—		162,093,478
U.S. Treasury Obligations		67,108,390			—			—		67,108,390
	$	322,268,298		$	164,136,403		$	—	$	486,404,701
Liabilities:
Futures contracts (1)	$	(5,376,269	)	$	—		$	—	$	(5,376,269	)
Options contracts		—			—			—		—
Forward currency contracts (1)		—			(1,855,143	)		—		(1,855,143	)
	$	(5,376,269	)	$	(1,855,143	)	$	—	$	(7,231,412	)

(1)  See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

										Balance as of
December 31, 2011		Level 1			Level 2			Level 3		December 31, 2011
Assets:
Futures contracts (1)	$	27,291,482		$	—		$	—	$	27,291,482
Options contracts (1)		18,248			—			—		18,248
Forward currency contracts (1)		—			1,227,422			—		1,227,422
U.S. Government agency
bonds and notes		394,556,520			—			—		394,556,520
Corporate notes		—			365,968,678			—		365,968,678
	$	421,866,250		$	367,196,100		$	—	$	789,062,350
Liabilities:
Futures contracts (1)	$	(10,106,431	)	$	—		$	—	$	(10,106,431	)
Options contracts (1)		(42,215	)		—			—		(42,215	)
Forward currency contracts (1)		—			(1,091,948	)		—		(1,091,948	)
	$	(10,148,646	)	$	(1,091,948	)	$	—	$	(11,240,594	)

(1)  See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

For the years ended December 31, 2014 and 2013, there were no transfers between Level 1 and Level 2 assets and liabilities. For the years ended December 31, 2014 and 2013, there were no Level 3 securities.

D. Investment Transactions and Investment Income

Security transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from security transactions are determined using the specific identification cost method. Change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions and other trading fees are reflected as an adjustment to cost or proceeds at the time of the transaction. Interest income is recorded on an accrual basis.

Gains or losses on futures contracts, options on futures contracts and forward currency contracts are realized when contracts are closed. Net unrealized gains or losses on open contracts (the difference between contract trade price and quoted market price) are reflected in the Statements of Financial Condition. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions on futures and options on futures contracts include other trading fees and are incurred as an expense when contracts are opened, and are recognized as trading gains and losses.

Net realized gains and losses from foreign currency related transactions represent gains and losses from sales of foreign currencies, sales and maturities of futures contracts in foreign markets and foreign currency forward contracts, currency gains and losses realized between trade and settlement dates on securities transactions, and the difference between the amounts of interest and foreign withholding taxes recorded on the Partnership’s books and the U.S. Dollar equivalent of the amounts actually received or paid. Net unrealized appreciation (depreciation) on other assets and other liabilities denominated in foreign currency arise from changes in the value of assets, other than investments in securities, and liabilities at fiscal year end, resulting from changes in the exchange rates.

JPMorgan Chase Bank, N.A. (the “Custodian”) is the Partnership’s custodian.  The Partnership has cash deposited with the Custodian.  Newedge USA, LLC (the “Clearing Broker”) is the Partnership’s commodity broker.  For cash not held with the Clearing Broker the Partnership receives cash management services from an affiliate of the Custodian, J.P. Morgan Investment Management Inc. (“JPMIM”).

E. Option Contracts

Generally, an option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security, currency or other instrument (an ‘‘underlying instrument’’) from the writer of the option (in the case of a call option), or to sell a specified security, currency, or other instrument to the writer of the option (in the case of put option) at a designated price. Put and call options that the Partnership may purchase or write may be traded on a national securities exchange or in the over-the-counter (OTC) market. All option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation, thereby reducing the risk of counterparty default. There can be no assurance that a liquid secondary market will exist for any option purchased or sold.

As the buyer of an option, the Partnership has a right to buy (call option) or sell (put option) the underlying instrument at the exercise price. The Partnership may enter into closing sale transactions with respect to options, exercise them, or permit them to expire unexercised. When buying options, the potential loss is limited to the cost (premium plus transaction costs) of the option.

As the writer of a put option, the Partnership has the obligation to buy (call option) or sell (put option) the underlying instrument at the exercise price. When the Partnership writes an option, an amount equal to the premium received by the Partnership is recorded as a liability and subsequently marked to market to reflect the current value of the option written. If the written option expires unexercised, the Partnership realizes a gain in the amount of the premium received. If the Partnership enters into a closing transaction, it recognizes a gain or loss, depending on whether the cost of the purchase is less than or greater than the premium received. If the option is exercised, the Partnership will incur a loss to the extent the difference between the current market value of the underlying instrument and the exercise price exceeds the premium received. As the writer of a call option, the Partnership retains the risk of loss should the underlying instrument increase in value. If the option is exercised, the Partnership will be required to buy or sell the instrument at the exercise price. Accordingly, these transactions result in off-balance sheet risk, as the Partnership’s ultimate obligation may exceed the amount indicated in the Statements of Financial Condition.

As of December 31, 2014 and 2013 the Partnership did not hold any option contracts.

F. Futures Contracts

The Partnership may engage in futures contracts as part of its investment strategy. Upon entering into a futures contract, the Partnership is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the initial margin. Subsequent payments (“variation margin”) are made or received by the Partnership each day, depending on the daily fluctuations in the value of the contract, and are included in unrealized gain/loss on futures contracts. Due to broker amounts on the Statement of Financial Condition represent the amount of any short fall in the Fund's required cash margin. The Partnership recognizes a realized gain or loss when the contract is closed.

There are several risks in connection with the use of futures contracts as an investment option. The change in value of futures contracts primarily corresponds with the value of their underlying instruments. In addition, there is the risk that the Partnership may not be able to enter into a closing transaction because of an illiquid secondary market. Open positions in futures contracts at December 31, 2014 and 2013 are reflected within the Condensed Schedules of Investments.

G. Forward currency contracts

Forward currency contracts may be entered into as an economic hedge against foreign currency exchange rate risk related to portfolio positions. A forward currency contract is an obligation to purchase or sell a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter and not on an organized exchange. Forward currency contracts help to manage the overall exposure to the foreign currency backing some of the investments held by the Partnership. Each contract is marked-to-market daily and the change in market value is recorded by the Partnership as an unrealized appreciation or depreciation. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of forward currency contracts involves the risk that counterparties may not meet the terms of the agreement or unfavorable movements in the value of a foreign currency relative to the U.S. dollar. Open forward currency contracts at December 31, 2014 and 2013 are reflected within the Condensed Schedules of Investments.

H. Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it may transact 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 Statements 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 at the date of the Statements 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 the Statements of Income (Loss).

I. Cash

Restricted cash is held as margin collateral for futures transactions.

At times, the Partnership’s cash balance could exceed the insured amount under the Federal Deposit Insurance Corporation (“FDIC”). The Partnership has not experienced any losses in such accounts and believes it is not subject to any significant counterparty risk related to its cash account.

J. Offering Costs

Offering costs incurred in connection with the ongoing offering of the Partnership’s interests are borne by the Partnership. These costs include, but are not limited to, legal fees pertaining to updating the Partnership’s offering documents and materials, accounting and printing costs. These costs are charged as an expense when incurred.

K. Income Taxes

As an entity taxable as a partnership for the U.S. Federal Income tax purposes; the Partnership itself is not subject to Federal Income tax. The Partnership prepares and files calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Partnership’s income and expenses.

The Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.  The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.  De-recognition of a tax benefit previously recognized results in the Partnership recording a tax liability that reduces ending partners’ capital.  Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2014 and 2013.  However, the Partnership’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Partnership is subject to income tax examinations by major taxing authorities for all tax years since 2012.

The Partnership recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively.  No interest expense or penalties have been recognized as of and for the years ended December 31, 2014, 2013 and 2012.

L. Reclassifications

Certain amounts in the 2013 and 2012 financial statements were reclassified to conform to the 2014 presentation.

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4. ADVISORY CONTRACT (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Advisor quarterly incentive fee	20.00%
Management fee	$ 4,603,469	$ 6,699,659	$ 8,720,244
Limited Partners, Class A
Advisor monthly management fee	0.083%
Advisor annual management fee	1.00%
Management fee	1,844,301	2,501,029	3,177,503
Limited Partners, Class B
Advisor monthly management fee	0.083%
Advisor annual management fee	1.00%
Management fee	1,063,609	1,767,472	2,328,729
Limited Partners, Original Class B
Advisor monthly management fee	0.0625%
Advisor annual management fee	0.75%
Management fee	51,579	85,413	130,719
Limited Partners, Special Interests
Advisor monthly management fee	0.042%
Advisor annual management fee	0.50%
Management fee	229,731	315,663	317,184
Limited Partners, Institutional Interests
Advisor monthly management fee	0.083%
Advisor annual management fee	1.00%
Management fee	$ 816,281	$ 1,097,546	$ 1,497,344

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3. RELATED PARTY TRANSACTION (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Partnership Monthly Brokerage Charges	0.125%
Partnership Annual Brokerage Charges	1.50%
Administrative fee	$ 959,609	$ 1,408,607	$ 1,817,057
Commissions and brokerage fees payable	416,134	482,292
Service fees payable	50,980	62,886
Limited Partners, Original Class A
Monthly Management Fee	0.0625%
Annual Management Fee	0.75%
Limited Partners, Original Class B
Monthly Management Fee	0.146%
Annual Management Fee	1.75%
Limited Partners, Special Interests
Monthly Management Fee, Upper Range	0.0625%
Monthly Management Fee, Lower Range	0.0417%
Annual Management Fee, Lower Range	0.50%
Limited Partners, Class A
Monthly Management Fee	0.104%
Annual Management Fee	1.25%
Monthly Administrative Fee	0.0275%
Annual Administrative Fee	0.33%
Compensation for interests sold by Altegris Investments that are outstanding at month end	2.00%
Administrative fee	608,618	825,341	1,048,576
Limited Partners, Class B
Monthly Management Fee	0.104%
Annual Management Fee	1.25%
Monthly Administrative Fee	0.0275%
Annual Administrative Fee	0.33%
Administrative fee	$ 350,991	$ 583,266	$ 768,481
Limited Partners, Institutional Interests
Monthly Management Fee	0.0625%
Annual Management Fee	0.75%

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5. SERVICE FEES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Service fees	$ 4,245,801	$ 5,868,451	$ 7,538,297
General Partner
Service fees	73	70	71
Limited Partners, Class A
Service fees	3,689,291	4,994,432	6,304,842
Limited Partners, Original Class A
Service fees	541,253	850,225	1,199,154
Limited Partners, Institutional Interests
Service fees	$ 15,184	$ 23,724	$ 34,230

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7. FINANCIAL DERIVATIVE INSTRUMENTS - Fair value of derivative contracts (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Asset Derivatives Fair Value	$ 19,558,379	$ 23,782,850
Liability Derivatives Fair Value	(8,875,838)	(7,231,412)
Net Fair Value	10,682,541	16,551,438
Futures Contracts
Asset Derivatives Fair Value	17,390,894	21,739,925
Liability Derivatives Fair Value	(4,719,623)	(5,376,269)
Net Fair Value	12,671,271	16,363,656
Forward Contracts
Asset Derivatives Fair Value	2,167,485	2,042,925
Liability Derivatives Fair Value	(4,156,215)	(1,855,143)
Net Fair Value	(1,988,730)	187,782
Agriculture
Asset Derivatives Fair Value	717,593	2,192,246
Liability Derivatives Fair Value	(447,553)	(714,872)
Net Fair Value	270,040	1,477,374
Currencies
Asset Derivatives Fair Value	2,814,919	3,919,970
Liability Derivatives Fair Value	(15,075)	(72,081)
Net Fair Value	2,799,844	3,847,889
Energy
Asset Derivatives Fair Value	2,780,157	402,001
Liability Derivatives Fair Value	(1,236,391)	(440,838)
Net Fair Value	1,543,766	(38,837)
Interest Rates
Asset Derivatives Fair Value	5,942,063	980,354
Liability Derivatives Fair Value	(992,360)	(3,039,982)
Net Fair Value	4,949,703	(2,059,628)
Metals
Asset Derivatives Fair Value	1,322,342	1,968,925
Liability Derivatives Fair Value	(1,222,469)	(558,884)
Net Fair Value	99,873	1,410,041
Stock Indices
Asset Derivatives Fair Value	3,282,258	12,032,616
Liability Derivatives Fair Value	(738,327)	(1,565)
Net Fair Value	2,543,931	12,031,051
Treasury Rates
Asset Derivatives Fair Value	531,562	243,813
Liability Derivatives Fair Value	(67,448)	(548,047)
Net Fair Value	$ 464,114	$ (304,234)

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STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE) (USD $)	Total	Limited Partners, Original Class A	Limited Partners, Original Class B	Limited Partners, Special Interests	Limited Partners, Class A	Limited Partners, Class B	Limited Partners, Institutional Interests	General Partner
Balances at Dec. 31, 2011	$ 819,679,427	$ 67,613,150	$ 14,128,414	$ 32,618,457	$ 320,670,280	$ 228,961,945	$ 155,683,526	$ 3,655
Transfers		(726,023)	382,438		(2,683,371)	(119,727)	3,146,683
Capital additions	140,860,269	966,370	105,815		65,254,756	50,686,387	23,846,941
Capital withdrawals	202,095,402	12,550,672	2,553,644		78,159,434	54,428,008	54,403,644
Net investment income (loss)	(27,336,072)	(1,790,344)	(257,370)	(544,642)	(15,220,287)	(6,538,002)	(2,985,323)	(104)
Net realized gain (loss) from investments (net of brokerage commissions)	(22,334,012)	(1,703,378)	(357,656)	(844,982)	(8,836,008)	(6,453,816)	(4,138,077)	(95)
Net change in unrealized gain (loss) from investments	(9,987,825)	(728,124)	(163,853)	(382,013)	(3,925,188)	(2,922,199)	(1,866,406)	(42)
Net income (loss) for the period	(59,657,909)	(4,221,846)	(778,879)	(1,771,637)	(27,981,483)	(15,914,017)	(8,989,806)	(241)
Balances at Dec. 31, 2012	698,786,385	51,080,979	11,284,144	30,846,820	277,100,748	209,186,580	119,283,700	3,414
Transfers					(3,842,102)	801,035	3,041,067
Capital additions	38,749,012	60,024		222,000	24,067,834	9,837,426	4,561,728
Capital withdrawals	263,688,163	19,315,117	5,914,205		98,638,225	99,891,414	39,929,202
Net investment income (loss)	(26,206,160)	(1,566,813)	(225,760)	(822,956)	(14,096,197)	(6,379,422)	(3,114,880)	(132)
Net realized gain (loss) from investments (net of brokerage commissions)	38,483,197	2,605,581	500,701	2,133,350	15,429,777	10,687,892	7,125,662	234
Net change in unrealized gain (loss) from investments	9,389,603	521,088	165,174	403,160	3,815,638	2,913,936	1,570,562	45
Net income (loss) for the period	21,666,640	1,559,856	440,115	1,713,554	5,149,218	7,222,406	5,581,344	147
Balances at Dec. 31, 2013	495,513,874	33,385,742	5,810,054	32,782,374	203,837,473	127,156,033	92,538,637	3,561
Transfers				15,327,825	(783,379)	211,528	(14,755,974)
Capital additions	30,590,544	33,989			13,155,790	6,379,680	11,021,085
Capital withdrawals	186,546,092	12,977,201	1,370,371	34,828,245	59,976,398	52,263,838	25,130,039
Net investment income (loss)	(28,222,723)	(1,632,593)	(268,872)	(1,018,814)	(14,786,760)	(6,320,292)	(4,195,162)	(230)
Net realized gain (loss) from investments (net of brokerage commissions)	69,507,122	4,225,565	863,765	3,552,675	30,294,852	17,183,625	13,386,004	636
Net change in unrealized gain (loss) from investments	(6,047,825)	(326,891)	(75,054)	(634,127)	(2,279,626)	(1,516,651)	(1,215,428)	(48)
Net income (loss) for the period	35,236,574	2,266,081	519,839	1,899,734	13,228,466	9,346,682	7,975,414	358
Balances at Dec. 31, 2014	$ 374,794,900	$ 22,708,611	$ 4,959,522	$ 15,181,688	$ 169,461,952	$ 90,830,085	$ 71,649,123	$ 3,919

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7. FINANCIAL DERIVATIVE INSTRUMENTS - Trading results of derivative trading (Details) (USD $)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Realized	$ 76,372,624		$ 47,307,868		$ (10,350,618)
Change in Unrealized	(5,868,897)		9,627,518		(10,427,803)
Agriculture
Realized	(3,622,872)		8,520,125		(10,896,031)
Change in Unrealized	(1,207,334)		1,931,276		932,474
Currencies
Realized	15,721,422		19,944,966		(18,329,967)
Change in Unrealized	(1,048,045)		(4,452,030)		(481,489)
Energy
Realized	17,811,994		(11,721,625)		(15,167,175)
Change in Unrealized	1,582,603		487,943		(1,648,915)
Interest Rates
Realized	34,111,784		(17,259,411)		40,624,631
Change in Unrealized	7,009,331		(3,841,913)		(5,881,488)
Metals
Realized	(213,214)		6,156,092		(13,677,916)
Change in Unrealized	(1,310,168)		6,347,057		(2,603,011)
Stock Indices
Realized	7,647,480		56,218,415		1,182,942
Change in Unrealized	(9,487,120)		9,172,334		2,068,792
Treasury Rates
Realized	8,102,452		(10,919,057)		8,844,892
Change in Unrealized	768,348		555,345		(3,405,235)
Futures Contracts
Realized	79,559,046		50,939,505		336,250
Change in Unrealized	(3,692,385)		10,200,012		(31,198)
Number of Contracts Closed	138,421		180,308		1,420
Forward Contracts
Realized	(3,186,422)		(3,631,637)		(3,280,281)
Change in Unrealized	(2,176,512)		(572,494)		624,802
Number of Contracts Closed	991,206,090,466	[1]	960,719,322,833	[1]	212,342,185,003	[1]
Swapnote Futures
Realized					10,037
Change in Unrealized					$ (2,535)

[1] Represents the U.S. dollar equivalent of the notional amount bought or sold during the years ended December 31, 2014, 2013, and 2012. The number of contracts closed using average cost for long contracts of 702,178, 890,635 and 1,276,262 and short contracts of (634,673), (938,097) and (1,659,259) for the year ended December 31, 2014, 2013 and 2012.

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STATEMENTS OF FINANCIAL CONDITION (USD $)	Dec. 31, 2014	Dec. 31, 2013
Equity in commodity broker account
Restricted cash	$ 22,022,440	$ 33,798,434
Restricted foreign currency (cost - $8,261,611 and $15,777,359)	8,179,695	15,867,408
Unrealized gain on open commodity futures contracts	12,671,271	16,363,656
Unrealized gain on open forward contracts		187,782
Total	42,873,406	66,217,280
Cash	53,617,173	11,866,529
Investment securities at value (cost - $312,979,365 and $462,592,799)	312,933,103	462,621,851
Interest receivable	124,547	315,451
Total assets	409,548,229	541,021,111
Equity in commodity broker account:
Due to broker	3,401,180	7,361,117
Foreign currency due to broker (proceeds - $5,106,399 and $3,104,684)	5,055,768	3,122,404
Unrealized loss on open forward contracts	1,988,730
Total	10,445,678	10,483,521
Redemptions payable	12,395,726	24,714,657
Incentive fee payable	8,443,751	4,191,156
Subscriptions received in advance	1,322,331	3,604,011
Commissions payable	511,828	629,796
Management fee payable	357,488	466,800
Service fees payable	339,876	422,953
Advisory fee payable	308,787	406,433
Administrative fee payable	75,607	96,775
Other liabilities	552,257	491,135
Total liabilities	34,753,329	45,507,237
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner	3,919	3,561
Limited Partners	374,790,981	495,510,313
Total partners' capital (Net Asset Value)	374,794,900	495,513,874
Total liabilities and partners' capital	$ 409,548,229	$ 541,021,111

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CONDENSED SCHEDULE OF INVESTMENTS - DECEMBER 31, 2013 (USD $)	12 Months Ended
	Dec. 31, 2013
Value	$ 462,621,851
At Cost	462,592,799
Fixed Income Investments
Value	462,621,851
% of Partners Capital	93.36%
At Cost	462,592,799
Fixed Income Investments | U.S. Government Agency Bonds and Notes
Value	233,419,983
% of Partners Capital	47.11%
At Cost	233,393,834
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Farm Credit Bank Disc Note, 0.01%
Face Value	26,094,000
Value	26,093,993
% of Partners Capital	5.27%
Maturity Date	Jan. 02, 2014
Interest Rate/Yield	0.01%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Farm Credit Bank Disc Note, 0.02%
Face Value	7,400,000
Value	7,399,970
% of Partners Capital	1.49%
Maturity Date	Jan. 09, 2014
Interest Rate/Yield	0.02%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Farm Credit Bank, 0.14%
Face Value	31,300,000
Value	31,300,375
% of Partners Capital	6.32%
Maturity Date	Jan. 17, 2014
Interest Rate/Yield	0.14%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank Disc Note, 0.06%
Face Value	10,000,000
Value	10,000,000
% of Partners Capital	2.02%
Maturity Date	Jan. 02, 2014
Interest Rate/Yield	0.06%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13%
Face Value	14,000,000
Value	14,000,000
% of Partners Capital	2.82%
Maturity Date	Feb. 20, 2014
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13%
Face Value	15,000,000
Value	15,001,425
% of Partners Capital	3.03%
Maturity Date	Mar. 28, 2014
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13%
Face Value	21,200,000
Value	21,202,608
% of Partners Capital	4.28%
Maturity Date	Apr. 01, 2014
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13%
Face Value	7,300,000
Value	7,298,905
% of Partners Capital	1.47%
Maturity Date	Apr. 02, 2014
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13%
Face Value	15,000,000
Value	14,999,325
% of Partners Capital	3.03%
Maturity Date	Jun. 02, 2014
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.18%
Face Value	15,000,000
Value	15,003,360
% of Partners Capital	3.03%
Maturity Date	Jul. 24, 2014
Interest Rate/Yield	0.18%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.16%
Face Value	5,000,000
Value	5,001,605
% of Partners Capital	1.01%
Maturity Date	Sep. 12, 2014
Interest Rate/Yield	0.16%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.17% 2
Face Value	17,000,000
Value	17,000,510
% of Partners Capital	3.43%
Maturity Date	Sep. 18, 2014
Interest Rate/Yield	0.17%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.18%
Face Value	1,000,000
Value	999,527
% of Partners Capital	0.20%
Maturity Date	Nov. 12, 2014
Interest Rate/Yield	0.18%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.14%
Face Value	20,000,000
Value	19,997,360
% of Partners Capital	4.03%
Maturity Date	Nov. 20, 2014
Interest Rate/Yield	0.14%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Mortgage Corporation, 0.15%
Face Value	8,000,000
Value	8,004,720
% of Partners Capital	1.62%
Maturity Date	Aug. 14, 2014
Interest Rate/Yield	0.15%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Mortgage Corporation, 0.11%
Face Value	20,000,000
Value	20,116,300
% of Partners Capital	4.06%
Maturity Date	Aug. 27, 2014
Interest Rate/Yield	0.11%
Fixed Income Investments | Corporate Notes
Value	162,093,478
% of Partners Capital	32.71%
At Cost	162,093,493
Fixed Income Investments | Corporate Notes | Albion Capital LLC, 0.10%
Face Value	16,000,000
Value	15,998,413
% of Partners Capital	3.23%
Maturity Date	Jan. 10, 2014
Interest Rate/Yield	0.10%
Fixed Income Investments | Corporate Notes | Banco del Estado de Chile, 0.16%
Face Value	13,900,000
Value	13,900,000
% of Partners Capital	2.80%
Maturity Date	Jan. 03, 2014
Interest Rate/Yield	0.16%
Fixed Income Investments | Corporate Notes | Coca-Cola Company, 0.05%
Face Value	10,350,000
Value	10,349,482
% of Partners Capital	2.09%
Maturity Date	Jan. 17, 2014
Interest Rate/Yield	0.05%
Fixed Income Investments | Corporate Notes | IBM Corporation, 0.02%
Face Value	9,200,000
Value	9,199,617
% of Partners Capital	1.86%
Maturity Date	Jan. 16, 2014
Interest Rate/Yield	0.02%
Fixed Income Investments | Corporate Notes | Liberty Street Funding LLC, 0.13%
Face Value	13,900,000
Value	13,898,378
% of Partners Capital	2.80%
Maturity Date	Jan. 16, 2014
Interest Rate/Yield	0.13%
Fixed Income Investments | Corporate Notes | National Australian Bank, 0.01%
Face Value	22,000,000
Value	21,999,988
% of Partners Capital	4.44%
Maturity Date	Jan. 02, 2014
Interest Rate/Yield	0.01%
Fixed Income Investments | Corporate Notes | NetJets Inc., 0.08%
Face Value	9,150,000
Value	9,149,695
% of Partners Capital	1.85%
Maturity Date	Jan. 15, 2014
Interest Rate/Yield	0.08%
Fixed Income Investments | Corporate Notes | Norinchukin Bank, 0.16%
Face Value	11,400,000
Value	11,400,000
% of Partners Capital	2.30%
Maturity Date	Jan. 08, 2014
Interest Rate/Yield	0.16%
Fixed Income Investments | Corporate Notes | Sumitomo Mitsui Banking Corporation, 0.18%
Face Value	13,900,000
Value	13,899,985
% of Partners Capital	2.81%
Maturity Date	Jan. 02, 2014
Interest Rate/Yield	0.18%
Fixed Income Investments | Corporate Notes | Sumitomo Mitsui Trust Bank, Limited, 0.18%
Face Value	13,700,000
Value	13,700,000
% of Partners Capital	2.76%
Maturity Date	Jan. 15, 2014
Interest Rate/Yield	0.18%
Fixed Income Investments | Corporate Notes | Wal-Mart Stores, Inc., 0.02%
Face Value	16,000,000
Value	15,999,600
% of Partners Capital	3.23%
Maturity Date	Jan. 06, 2014
Interest Rate/Yield	0.02%
Fixed Income Investments | Corporate Notes | Working Capital Management, 0.11%
Face Value	12,600,000
Value	12,598,320
% of Partners Capital	2.54%
Maturity Date	Jan. 17, 2014
Interest Rate/Yield	0.11%
Fixed Income Investments | U.S. Treasury Obligations
Value	67,108,390
% of Partners Capital	13.54%
At Cost	67,105,472
Fixed Income Investments | U.S. Treasury Obligations | United States Treasury Bill, 0.00%
Face Value	22,000,000
Value	22,000,000
% of Partners Capital	4.44%
Maturity Date	Jan. 02, 2014
Interest Rate/Yield	0.00%
Fixed Income Investments | U.S. Treasury Obligations | United States Treasury Note, 0.18%
Face Value	20,000,000
Value	20,027,340
% of Partners Capital	4.04%
Maturity Date	Feb. 15, 2014
Interest Rate/Yield	0.18%
Fixed Income Investments | U.S. Treasury Obligations | United States Treasury Note, 0.14%
Face Value	25,000,000
Value	$ 25,081,050
% of Partners Capital	5.06%
Maturity Date	Apr. 15, 2014
Interest Rate/Yield	0.14%

[1] See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category

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10. FINANCIAL HIGHLIGHTS - Financial highlights of the Partnership (Details)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Limited Partners, Original Class A
Total return for Limited Partners
Total return prior to incentive fees	13.33%		5.09%		(6.58%)
Incentive fees	(3.28%)		(0.80%)		0.00%
Total return after incentive fees	10.05%		4.29%		(6.58%)
Ratio to average net asset value
Expenses prior to incentive fees	3.26%		3.18%		3.10%
Incentive fees	2.96%		0.68%		0.00%
Total expenses	6.22%		3.86%		3.10%
Net investment (loss)	(3.17%)	[1]	(3.07%)	[1]	(2.96%)	[1]
Limited Partners, Original Class B
Total return for Limited Partners
Total return prior to incentive fees	14.48%		6.14%		(5.67%)
Incentive fees	(3.32%)		(0.81%)		0.00%
Total return after incentive fees	11.16%		5.33%		(5.67%)
Ratio to average net asset value
Expenses prior to incentive fees	2.22%		2.18%		2.13%
Incentive fees	3.11%		0.64%		0.00%
Total expenses	5.33%		2.82%		2.13%
Net investment (loss)	(2.14%)	[1]	(2.07%)	[1]	(1.99%)	[1]
Limited Partners, Special Interests
Total return for Limited Partners
Total return prior to incentive fees	14.64%		6.40%		(5.43%)
Incentive fees	(3.21%)		(0.85%)		0.00%
Total return after incentive fees	11.43%		5.55%		(5.43%)
Ratio to average net asset value
Expenses prior to incentive fees	2.12%		1.88%		1.85%
Incentive fees	2.80%		0.83%		0.00%
Total expenses	4.92%		2.71%		1.85%
Net investment (loss)	(2.02%)	[1]	(1.77%)	[1]	(1.72%)	[1]
Limited Partners, Class A
Total return for Limited Partners
Total return prior to incentive fees	11.32%		3.19%		(8.30%)
Incentive fees	(3.26%)		(0.86%)		(0.01%)
Total return after incentive fees	8.06%		2.33%		(8.31%)
Ratio to average net asset value
Expenses prior to incentive fees	5.11%		5.07%		5.03%
Incentive fees	3.11%		0.80%		0.01%
Total expenses	8.22%		5.87%		5.04%
Net investment (loss)	(5.02%)	[1]	(4.95%)	[1]	(4.90%)	[1]
Limited Partners, Class B
Total return for Limited Partners
Total return prior to incentive fees	13.53%		5.26%		(6.46%)
Incentive fees	(3.29%)		(0.87%)		(0.01%)
Total return after incentive fees	10.24%		4.39%		(6.47%)
Ratio to average net asset value
Expenses prior to incentive fees	3.10%		3.04%		3.00%
Incentive fees	3.05%		0.78%		0.01%
Total expenses	6.15%		3.82%		3.01%
Net investment (loss)	(3.00%)	[1]	(2.93%)	[1]	(2.87%)	[1]
Limited Partners, Institutional Interests
Total return for Limited Partners
Total return prior to incentive fees	14.44%		6.11%		(5.69%)
Incentive fees	(3.31%)		(0.88%)		(0.01%)
Total return after incentive fees	11.13%		5.23%		(5.70%)
Ratio to average net asset value
Expenses prior to incentive fees	2.24%		2.19%		2.17%
Incentive fees	3.03%		0.81%		0.01%
Total expenses	5.27%		3.00%		2.18%
Net investment (loss)	(2.16%)	[1]	(2.08%)	[1]	(2.04%)	[1]

[1] Excludes incentive fee.

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3. RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2014

Related Party Transactions Tables

Fees paid to Altegris Investments and Altegris Futures

	Year ended	Year ended	Year ended
	December 31, 2014	December 31, 2013	December 31, 2012
Altegris Futures - Brokerage
Commission fees	$              5,171,366	$            7,577,139	$            9,807,800
Altegris Futures - Brokerage fees	-	-	-
Altegris Investments- Service fees	646,212	825,963	1,149,600
Total	$              5,817,578	$            8,403,102	$          10,957,400

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10. FINANCIAL HIGHLIGHTS (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Financial highlights of the Partnership

	December 31, 2014
	Original	Original	Special			Institutional
	Class A	Class B	Interests	Class A	Class B	Interests
Total return for Limited Partners
Return prior to incentive fees	13.33%	14.48%	14.64%	11.32%	13.53%	14.44%
Incentive fees	(3.28)%	(3.32)%	(3.21)%	(3.26)%	(3.29)%	(3.31)%
Total return after incentive fees	10.05%	11.16%	11.43%	8.06%	10.24%	11.13%
Ratio to average net asset value
Expenses prior to incentive fees	3.26%	2.22%	2.12%	5.11%	3.10%	2.24%
Incentive fees	2.96%	3.11%	2.80%	3.11%	3.05%	3.03%
Total expenses	6.22%	5.33%	4.92%	8.22%	6.15%	5.27%
Net investment (loss) (1)	(3.17)%	(2.14)%	(2.02)%	(5.02)%	(3.00)%	(2.16)%

Total return and the ratios to average net asset value are calculated for each class of 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 and differing fee structures.

(1) Excludes incentive fee.

	December 31, 2013
	Original	Original	Special			Institutional
	Class A	Class B	Interests	Class A	Class B	Interests
Total return for Limited Partners
Return prior to incentive fees	5.09%	6.14%	6.40%	3.19%	5.26%	6.11%
Incentive fees	(0.80)%	(0.81)%	(0.85)%	(0.86)%	(0.87)%	(0.88)%
Total return after incentive fees	4.29%	5.33%	5.55%	2.33%	4.39%	5.23%
Ratio to average net asset value
Expenses prior to incentive fees	3.18%	2.18%	1.88%	5.07%	3.04%	2.19%
Incentive fees	0.68%	0.64%	0.83%	0.80%	0.78%	0.81%
Total expenses	3.86%	2.82%	2.71%	5.87%	3.82%	3.00%
Net investment (loss) (1)	(3.07)%	(2.07)%	(1.77)%	(4.95)%	(2.93)%	(2.08)%
	December 31, 2012
	Original	Original	Special			Institutional
	Class A	Class B	Interests	Class A	Class B	Interests
Total return for Limited Partners
Return prior to incentive fees	(6.58)%	(5.67)%	(5.43)%	(8.30)%	(6.46)%	(5.69)%
Incentive fees	(0.00)%	(0.00)%	(0.00)%	(0.01)%	(0.01)%	(0.01)%
Total return after incentive fees	(6.58)%	(5.67)%	(5.43)%	(8.31)%	(6.47)%	(5.70)%
Ratio to average net asset value
Expenses prior to incentive fees	3.10%	2.13%	1.85%	5.03%	3.00%	2.17%
Incentive fees	0.00%	0.00%	0.00%	0.01%	0.01%	0.01%
Total expenses	3.10%	2.13%	1.85%	5.04%	3.01%	2.18%
Net investment (loss) (1)	(2.96)%	(1.99)%	(1.72)%	(4.90)%	(2.87)%	(2.04)%

Total return and the ratios to average net asset value are calculated for each class of 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 and differing fee structures.

(1) Excludes incentive fee.

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STATEMENTS OF INCOME (LOSS) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Gain (loss) on trading of derivatives contracts
Realized	$ 76,372,624	$ 47,307,868	$ (10,350,618)
Change in unrealized	(5,868,897)	9,627,518	(10,427,803)
Brokerage commissions	(6,413,798)	(9,288,548)	(12,092,858)
Gain (loss) from trading derivatives contracts	64,089,929	47,646,838	(32,871,279)
Gain (loss) on trading of securities
Realized	67,746	186,643	372,638
Change in unrealized	(75,314)	(74,721)	(59,221)
Gain (loss) from trading securities	(7,568)	111,922	313,417
Gain (loss) on trading of foreign currency
Realized	(519,450)	277,234	(263,174)
Change in unrealized	(103,614)	(163,194)	499,199
Gain (loss) from trading foreign currency	(623,064)	114,040	236,025
Total trading gains (losses)	63,459,297	47,872,800	(32,321,837)
Income
Interest income	375,189	683,651	1,053,344
Expenses
Management fee	4,603,469	6,699,659	8,720,244
Service fees	4,245,801	5,868,451	7,538,297
Advisory fee	4,005,501	5,767,123	7,451,479
Incentive fee	12,826,879	4,795,781	63,607
Professional fees	1,411,772	1,831,868	2,233,380
Administrative fee	959,609	1,408,607	1,817,057
Interest expense	25,326	28,120	36,598
Other expenses	519,555	490,202	528,754
Total expenses	28,597,912	26,889,811	28,389,416
Net investment (loss)	(28,222,723)	(26,206,160)	(27,336,072)
NET INCOME (LOSS)	$ 35,236,574	$ 21,666,640	$ (59,657,909)

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STATEMENTS OF FINANCIAL CONDITION (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Cost of restricted foreign currency equity in Newedge USA, LLC account	$ 8,261,611	$ 15,777,359
Investment securities at cost	312,979,365	462,592,799
Proceeds of foreign currency liabilities in Newedge USA, LLC account	$ 5,106,399	$ 3,104,684

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9. INDEMNIFICATIONS

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

INDEMNIFICATIONS

NOTE 9 - 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.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014
Document And Entity Information
Entity Registrant Name	Altegris Winton Futures Fund, L.P.
Entity Central Index Key	0001198415
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float	$ 0
Entity Common Stock, Shares Outstanding	0
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

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10. FINANCIAL HIGHLIGHTS

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

FINANCIAL HIGHLIGHTS

NOTE 10 - FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Partnership for the years ended December 31, 2014, 2013 and 2012. This information has been derived from information presented in the financial statements.

	December 31, 2014
	Original	Original	Special			Institutional
	Class A	Class B	Interests	Class A	Class B	Interests
Total return for Limited Partners
Return prior to incentive fees	13.33%	14.48%	14.64%	11.32%	13.53%	14.44%
Incentive fees	(3.28)%	(3.32)%	(3.21)%	(3.26)%	(3.29)%	(3.31)%
Total return after incentive fees	10.05%	11.16%	11.43%	8.06%	10.24%	11.13%
Ratio to average net asset value
Expenses prior to incentive fees	3.26%	2.22%	2.12%	5.11%	3.10%	2.24%
Incentive fees	2.96%	3.11%	2.80%	3.11%	3.05%	3.03%
Total expenses	6.22%	5.33%	4.92%	8.22%	6.15%	5.27%
Net investment (loss) (1)	(3.17)%	(2.14)%	(2.02)%	(5.02)%	(3.00)%	(2.16)%

Total return and the ratios to average net asset value are calculated for each class of 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 and differing fee structures.

(1) Excludes incentive fee.

	December 31, 2013
	Original	Original	Special			Institutional
	Class A	Class B	Interests	Class A	Class B	Interests
Total return for Limited Partners
Return prior to incentive fees	5.09%	6.14%	6.40%	3.19%	5.26%	6.11%
Incentive fees	(0.80)%	(0.81)%	(0.85)%	(0.86)%	(0.87)%	(0.88)%
Total return after incentive fees	4.29%	5.33%	5.55%	2.33%	4.39%	5.23%
Ratio to average net asset value
Expenses prior to incentive fees	3.18%	2.18%	1.88%	5.07%	3.04%	2.19%
Incentive fees	0.68%	0.64%	0.83%	0.80%	0.78%	0.81%
Total expenses	3.86%	2.82%	2.71%	5.87%	3.82%	3.00%
Net investment (loss) (1)	(3.07)%	(2.07)%	(1.77)%	(4.95)%	(2.93)%	(2.08)%
	December 31, 2012
	Original	Original	Special			Institutional
	Class A	Class B	Interests	Class A	Class B	Interests
Total return for Limited Partners
Return prior to incentive fees	(6.58)%	(5.67)%	(5.43)%	(8.30)%	(6.46)%	(5.69)%
Incentive fees	(0.00)%	(0.00)%	(0.00)%	(0.01)%	(0.01)%	(0.01)%
Total return after incentive fees	(6.58)%	(5.67)%	(5.43)%	(8.31)%	(6.47)%	(5.70)%
Ratio to average net asset value
Expenses prior to incentive fees	3.10%	2.13%	1.85%	5.03%	3.00%	2.17%
Incentive fees	0.00%	0.00%	0.00%	0.01%	0.01%	0.01%
Total expenses	3.10%	2.13%	1.85%	5.04%	3.01%	2.18%
Net investment (loss) (1)	(2.96)%	(1.99)%	(1.72)%	(4.90)%	(2.87)%	(2.04)%

Total return and the ratios to average net asset value are calculated for each class of 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 and differing fee structures.

(1) Excludes incentive fee.

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Schedule of Investments (USD $)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013
Value	$ 312,933,103		$ 462,621,851
At Cost	312,979,365		462,592,799
Fixed Income Investments
Value	312,933,103		462,621,851
% of Partners Capital	83.48%		93.36%
At Cost	312,979,365		462,592,799
Fixed Income Investments | U.S. Government Agency Bonds and Notes
Value	192,330,885		233,419,983
% of Partners Capital	51.32%		47.11%
At Cost	192,377,147		233,393,834
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Farm Credit Bank Disc Note, 0.01%
Face Value	14,038,000
Value	14,037,996
% of Partners Capital	3.75%
Maturity Date	Jan. 02, 2015
Interest Rate/Yield	0.01%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank Disc Note, 0.02%
Face Value	28,900,000
Value	28,899,769
% of Partners Capital	7.71%
Maturity Date	Jan. 16, 2015
Interest Rate/Yield	0.02%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank Disc Note, 0.09%
Face Value	15,600,000
Value	15,599,782
% of Partners Capital	4.16%
Maturity Date	Jan. 28, 2015
Interest Rate/Yield	0.09%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.25%
Face Value	12,000,000
Value	12,000,312
% of Partners Capital	3.20%
Maturity Date	Jan. 16, 2015
Interest Rate/Yield	0.25%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13%
Face Value	12,000,000
Value	11,998,236
% of Partners Capital	3.20%
Maturity Date	Mar. 20, 2015
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.20%
Face Value	12,000,000
Value	11,997,888
% of Partners Capital	3.20%
Maturity Date	Aug. 19, 2015
Interest Rate/Yield	0.20%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.20% 1
Face Value	10,000,000
Value	9,994,210
% of Partners Capital	2.67%
Maturity Date	Sep. 18, 2015
Interest Rate/Yield	0.20%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.20% 2
Face Value	15,000,000
Value	14,981,910
% of Partners Capital	4.00%
Maturity Date	Dec. 01, 2015
Interest Rate/Yield	0.20%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Bank, 0.13% 1
Face Value	9,400,000
Value	9,376,387
% of Partners Capital	2.50%
Maturity Date	Dec. 08, 2015
Interest Rate/Yield	0.13%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Mortgage Corporation, 0.50%
Face Value	9,400,000
Value	9,408,930
% of Partners Capital	2.51%
Maturity Date	Apr. 17, 2015
Interest Rate/Yield	0.50%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal Home Loan Mortgage Corporation, 0.50% 1
Face Value	10,000,000
Value	10,017,500
% of Partners Capital	2.67%
Maturity Date	Aug. 28, 2015
Interest Rate/Yield	0.50%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal National Mortgage Association Disc Note, 0.14%
Face Value	9,000,000
Value	8,996,625
% of Partners Capital	2.40%
Maturity Date	Jun. 01, 2015
Interest Rate/Yield	0.14%	[1]
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal National Mortgage Association, 0.38%
Face Value	20,000,000
Value	20,008,800
% of Partners Capital	5.34%
Maturity Date	Mar. 16, 2015
Interest Rate/Yield	0.38%
Fixed Income Investments | U.S. Government Agency Bonds and Notes | Federal National Mortgage Association, 0.50%
Face Value	15,000,000
Value	15,012,540
% of Partners Capital	4.01%
Maturity Date	Jul. 02, 2015
Interest Rate/Yield	0.50%
Fixed Income Investments | Corporate Notes
Value	120,602,218		162,093,478
% of Partners Capital	32.16%		32.71%
At Cost	120,602,218		162,093,493
Fixed Income Investments | Corporate Notes | Bank of Montreal, 0.10%
Face Value	9,800,000
Value	9,800,000
% of Partners Capital	2.61%
Maturity Date	Jan. 02, 2015
Interest Rate/Yield	0.10%
Fixed Income Investments | Corporate Notes | Exxon Mobil Corporation, 0.09%
Face Value	12,500,000
Value	12,499,042
% of Partners Capital	3.33%
Maturity Date	Jan. 09, 2015
Interest Rate/Yield	0.09%	[1]
Fixed Income Investments | Corporate Notes | General Electric Capital Corporation, 0.07%
Face Value	12,500,000
Value	12,499,132
% of Partners Capital	3.33%
Maturity Date	Jan. 09, 2015
Interest Rate/Yield	0.07%	[1]
Fixed Income Investments | Corporate Notes | Johnson & Johnson, 0.07%
Face Value	12,500,000
Value	12,499,343
% of Partners Capital	3.33%
Maturity Date	Jan. 05, 2015
Interest Rate/Yield	0.07%	[1]
Fixed Income Investments | Corporate Notes | Liberty Street Funding LLC, 0.16%
Face Value	4,000,000
Value	3,999,549
% of Partners Capital	1.07%
Maturity Date	Jan. 14, 2015
Interest Rate/Yield	0.16%	[1]
Fixed Income Investments | Corporate Notes | National Rural Utilities Finance Corporation, 0.13%
Face Value	3,360,000
Value	3,359,621
% of Partners Capital	0.90%
Maturity Date	Jan. 14, 2015
Interest Rate/Yield	0.13%	[1]
Fixed Income Investments | Corporate Notes | The Norinchukin Bank, 0.17%
Face Value	9,400,000
Value	9,400,000
% of Partners Capital	2.51%
Maturity Date	Jan. 29, 2015
Interest Rate/Yield	0.17%
Fixed Income Investments | Corporate Notes | Scotia Holdings (US) Inc., 0.13%
Face Value	11,000,000
Value	10,998,930
% of Partners Capital	2.93%
Maturity Date	Jan. 09, 2015
Interest Rate/Yield	0.13%	[1]
Fixed Income Investments | Corporate Notes | The Shizuoka Bank, Ltd., 0.19%
Face Value	6,250,000
Value	6,250,000
% of Partners Capital	1.67%
Maturity Date	Jan. 06, 2015
Interest Rate/Yield	0.19%
Fixed Income Investments | Corporate Notes | Sumitomo Mitsui Banking Corporation, 0.16%
Face Value	10,900,000
Value	10,900,000
% of Partners Capital	2.91%
Maturity Date	Jan. 02, 2015
Interest Rate/Yield	0.16%
Fixed Income Investments | Corporate Notes | Toronto Dominion Holdings (U.S.A.), Inc., 0.09%
Face Value	12,500,000
Value	12,498,639
% of Partners Capital	3.33%
Maturity Date	Jan. 16, 2015
Interest Rate/Yield	0.09%	[1]
Fixed Income Investments | Corporate Notes | Victory Receivables Corporation, 0.13%
Face Value	9,400,000
Value	9,398,747
% of Partners Capital	2.51%
Maturity Date	Jan. 08, 2015
Interest Rate/Yield	0.13%	[1]
Fixed Income Investments | Corporate Notes | Working Capital Management Co. L.P., 0.10%
Face Value	6,500,000
Value	$ 6,499,215
% of Partners Capital	1.73%
Maturity Date	Jan. 02, 2015
Interest Rate/Yield	0.10%	[1]

[1] The rate reported is the effective yield at time of purchase.

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4. ADVISORY CONTRACT

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

ADVISORY CONTRACT

NOTE 4 - 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 in the Agreement). However, the quarterly incentive fee is payable only on cumulative profits, calculated separately for each partner’s interest achieved from commodity trading (as defined in the Agreement). The incentive fee is accrued on a monthly basis and paid quarterly. Total incentive fees earned by the Advisor for the years ended December 31, 2014, 2013 and 2012 are shown on the Statements of Income (Loss).

The Advisor receives a monthly management fee from the Partnership equal to 0.083% (1.00% annually) for Class A, Class B, and Institutional Interests of the Partnership's management fee net asset value. The Advisor receives a monthly management fee from the Partnership equal to 0.0625% (0.75% annually) for Original Class B Interests of the Partnership's management fee net asset value. Advisor receives a monthly management fee from the Partnership equal to 0.042% (0.50% annually) for Special Interests of the Partnership's management fee net asset value. In addition, the General Partner has assigned a portion of its management fees earned to the Advisor. For the years ended December 31, 2014, 2013 and 2012 management fees for Class A Interests were $1,844,301, $2,501,029 and $3,177,503, respectively, management fees for Class B Interests were $1,063,609, $1,767,472 and $2,328,729, respectively, management fees for Original Class B Interests were $51,579, $85,413 and $130,719, respectively, management fees for Special Interests were $229,731, $315,663 and $317,184, respectively and management fees for Institutional Interests were $816,281, $1,097,546 and $1,497,344, respectively. General Partner’s Interest and Original Class A Interests did not get charged the management fee.

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3. RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 3 - RELATED PARTY TRANSACTIONS

A. General Partner Management Fee

The General Partner receives a monthly management fee from the Partnership equal to 0.0625% (0.75% annually) for Original Class A, 0.146% (1.75% annually) for Original Class B, and currently 0.0417% to 0.0625% (0.50% annually) for Special Interests of the Partnership's management fee net asset value.

The General Partner receives a monthly management fee from the Partnership equal to 0.104% (1.25% annually) for Class A and Class B, and 0.0625% (0.75% annually) for Institutional Interests of the Partnership's management fee net asset value. 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.

Total management fees earned by the General Partner, for the years ended December 31, 2014, 2013 and 2012 are shown on the Statements of Income (Loss) as Management Fee.

B. Administrative Fee

The General Partner receives a monthly administrative fee from the Partnership equal to 0.0275% (0.33% annually) of the Partnership's management fee net asset value attributable to Class A and Class B Interests. For the years ended December 31, 2014, 2013 and 2012, administrative fees for Class A Interests were $608,618, $825,341 and $1,048,576, respectively and administrative fees for Class B Interests were $350,991, $583,266 and $768,481, respectively. General Partner’s Interest, Original Class A, Original Class B, Special Interests and Institutional Interests did not get charged the administrative fee.

C. Altegris Investments, Inc. and Altegris Futures, L.L.C.

Altegris Investments, Inc. (“Altegris Investments”), an affiliate of the General Partner, is registered as a broker-dealer with the SEC. Altegris Futures, L.L.C. (“Altegris Futures”), an affiliate of the General Partner and an introducing broker registered with the CFTC, is the Partnership’s introducing broker. Altegris Investments has entered into a selling agreement with the Partnership whereby it receives 2% per annum as continuing compensation for Class A Interests sold by Altegris Investments that are outstanding at month end. Altegris Futures, as the Partnership’s introducing broker, receives a portion of the commodity brokerage commissions paid by the Partnership to the Newedge USA, LLC, the Partnership’s commodity broker (the “Clearing Broker”) and interest income retained by the Clearing Broker. Additionally, the Partnership pays to its clearing brokers and Altegris Futures, at a minimum, brokerage charges at a flat rate of 0.125% (1.5% annually) of the Partnership’s management fee net asset value. Brokerage charges may exceed the flat rate described above, depending on commission and trading volume levels, which may vary.

On December 31, 2014, Altegris Futures merged with and into its affiliate, Altegris Clearing Solutions, LLC.  Altegris Clearing Solutions, LLC is registered with the CFTC as an Introducing Broker.

At December 31, 2014 and 2013, respectively, the Partnership had commissions and brokerage fees payable to Altegris Futures of $416,134 and $482,292, and service fees payable to Altegris Investments of $50,980 and $62,886, respectively. The following tables show the fees paid to Altegris Investments and Altegris Futures for the years ended December 31, 2014, 2013 and 2012:

		Year ended		Year ended		Year ended
		December 31, 2014		December 31, 2013		December 31, 2012
Altegris Futures - Brokerage
Commission fees	$	5,171,366	$	7,577,139	$	9,807,800
Altegris Futures - Brokerage fees		—		—		—
Altegris Investments- Service fees		646,212		825,963		1,149,600
Total	$	5,817,578	$	8,403,102	$	10,957,400

The amounts above are included in Brokerage Commissions and Service Fees on the Statements of Income (Loss), respectively. The amounts shown on the Statements of Income (Loss) include fees paid to non-related parties.

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7. FINANCIAL DERIVATIVE INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair value of derivative contracts

December 31, 2014
		Asset		Liability
Type of		Derivatives		Derivatives			Net
Derivatives Contracts		Fair Value		Fair Value			Fair Value
Futures Contracts
Agriculture	$	717,593	$	(447,553	)	$	270,040
Currencies		2,814,919		(15,075	)		2,799,844
Energy		2,780,157		(1,236,391	)		1,543,766
Interest Rates		5,942,063		(992,360	)		4,949,703
Metals		1,322,342		(1,222,469	)		99,873
Stock Indices		3,282,258		(738,327	)		2,543,931
Treasury Rates		531,562		(67,448	)		464,114
	$	17,390,894	$	(4,719,623	)	$	12,671,271
Forward Currency Contracts	$	2,167,485	$	(4,156,215	)	$	(1,988,730	)
Total Gross Fair Value of Derivatives Contracts	$	19,558,379	$	(8,875,838	)	$	10,682,541
December 31, 2013
		Asset		Liability
Type of		Derivatives		Derivatives			Net
Derivatives Contracts		Fair Value		Fair Value			Fair Value
Futures Contracts
Agriculture	$	2,192,246	$	(714,872	)	$	1,477,374
Currencies		3,919,970		(72,081	)		3,847,889
Energy		402,001		(440,838	)		(38,837	)
Interest Rates		980,354		(3,039,982	)		(2,059,628	)
Metals		1,968,925		(558,884	)		1,410,041
Stock Indices		12,032,616		(1,565	)		12,031,051
Treasury Rates		243,813		(548,047	)		(304,234	)
	$	21,739,925	$	(5,376,269	)	$	16,363,656
Forward Currency Contracts	$	2,042,925	$	(1,855,143	)	$	187,782
Total Gross Fair Value of Derivatives Contracts	$	23,782,850	$	(7,231,412	)	$	16,551,438

Trading results of the Partnership's derivative trading and information related to the volume of the Partnership's derivative activity

Year ended December 31, 2014
Type of				Change in			Number of
Derivatives Contracts		Realized			Unrealized				Contracts Closed
Futures Contracts
Agricultural	$	(3,622,872	)	$	(1,207,334	)
Currencies		15,721,422			(1,048,045	)
Energy		17,811,994			1,582,603
Interest Rates		34,111,784			7,009,331
Metals		(213,214	)		(1,310,168	)
Stock Indices		7,647,480			(9,487,120	)
Treasury Rates		8,102,452			768,348
	$	79,559,046		$	(3,692,385	)			138,421
Forward Currency Contracts	$	(3,186,422	)	$	(2,176,512	)		$	991,206,090,466 (1)
Total gain (loss) from derivatives contracts	$	76,372,624		$	(5,868,897	)
Year ended December 31, 2013
Type of					Change in				Number of
Derivatives Contracts		Realized			Unrealized				Contracts Closed
Futures Contracts
Agricultural	$	8,520,125		$	1,931,276
Currencies		19,944,966			(4,452,030	)
Energy		(11,721,625	)		487,943
Interest Rates		(17,259,411	)		(3,841,913	)
Metals		6,156,092			6,347,057
Stock Indices		56,218,415			9,172,334
Treasury Rates		(10,919,057	)		555,345
	$	50,939,505		$	10,200,012				180,308
Forward Currency Contracts	$	(3,631,637	)	$	(572,494	)		$	960,719,322,833 (1)
Total gain (loss) from derivatives contracts	$	47,307,868		$	9,627,518
Year ended December 31, 2012
Type of					Change in				Number of
Derivatives Contracts		Realized			Unrealized				Contracts Closed
Futures Contracts
Agricultural	$	(10,896,031	)	$	932,474
Currencies		(18,329,967	)		(481,489	)
Energy		(15,167,175	)		(1,648,915	)
Interest Rates		40,624,631			(5,881,488	)
Metals		(13,677,916	)		(2,603,011	)
Stock Indices		1,184,942			2,068,792
Swapnote Future		10,037			(2,535	)
Treasury Rates		8,844,892			(3,405,235	)
	$	(7,406,587	)	$	(11,021,407	)			222,906
Options on Futures Contracts
Stock Indices	$	336,250		$	(31,198	)
	$	336,250		$	(31,198	)			1,420
Forward Currency Contracts	$	(3,280,281	)	$	624,802			$	212,342,185,003 (1)
Total gain (loss) from derivatives contracts	$	(10,350,618	)	$	(10,427,803	)

(1) Represents the U.S. dollar equivalent of the notional amount bought or sold during the years ended December 31, 2014, 2013 and 2012. The number of contracts closed using average cost for long contracts of 702,178, 890,635 and 1,276,262 and short contracts of (634,673), (938,097) and (1,659,259) for the years ended December 31, 2014, 2013 and 2012.

Disclosures about Offsetting Assets and Liabilities

The following table summarizes the disclosure requirements for offsetting assets and liabilities:

Offsetting the Financial Assets and Derivative Assets
				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2014
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Assets Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Assets	Financial Condition	of Financial Condition	Instruments	Received (1)	Net Amount
Forward contracts	2,167,485	(2,167,485)	-	-	-	-
Commodity futures contracts	17,390,894	(4,719,623)	12,671,271	-	-	12,671,271
Total	19,558,379	(6,887,108)	12,671,271	-	-	12,671,271
Offsetting the Financial Liabilities and Derivative Liabilities
				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2014
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Liabilities Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Liabilities	Financial Condition	of Financial Condition	Instruments	Pledged (1)	Net Amount
Forward contracts	(4,156,215)	2,167,485	(1,988,730)	-	-	(1,988,730)
Commodity futures contracts	(4,719,623)	4,719,623	-	-	-	-
Total	(8,875,838)	6,887,108	(1,988,730)	-	-	(1,988,730)

Offsetting the Financial Liabilities and Derivative Liabilities				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2013
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Assets Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Assets	Financial Condition	of Financial Condition	Instruments	Received (1)		Net Amount
Forward contracts	2,042,925	(1,855,143)	187,782	-	-		187,782
Commodity futures contracts	21,739,925	(5,376,269)	16,363,656	-	-		16,363,656
Total	23,782,850	(7,231,412)	16,551,438	-	-		16,551,438
Offsetting the Financial Liabilities and Derivative Liabilities
				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2013
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Liabilities Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Liabilities	Financial Condition	of Financial Condition	Instruments	Pledged (1)		Net Amount
Forward contracts	(1,855,143)	1,855,143	-	-	-		-
Commodity futures contracts	(5,376,269)	5,376,269	-	-	-		-
Total	(7,231,412)	7,231,412	-	-	-		-
(1) Does not include maintenance margin deposits held at the Clearing Broker of $30,202,135 for 2014 and $449,655,842 for 2013, respectively.

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11. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

Management of the Partnership evaluated subsequent events through the date these financial statements were issued.

Effective January 1, 2015, Altegris Advisors, L.L.C. became the sole General Partner of the Fund. From January 1, 2015 through March 23, 2015, the Partnership had subscriptions of $7,666,234 and redemptions of $7,734,983.

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7. FINANCIAL DERIVATIVE INSTRUMENTS

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL DERIVATIVE INSTRUMENTS

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS

The Partnership engages in the speculative trading of futures, options on futures, and forward currency contracts for the purpose of achieving capital appreciation. None of the Partnership’s derivative instruments are designated as hedging instruments, as defined in the Derivatives and Hedging Topic of the Accounting Standards Codification (“ASC”), nor are they used for other risk management purposes. The Advisor and General Partner actively assess, manage and monitor risk exposure on derivatives on a contract basis, a sector basis (e.g., interest rate derivatives, agricultural derivatives, etc.), and on an overall basis in accordance with established risk parameters. Due to the speculative nature of the Partnership’s derivative trading activity, the Partnership is subject to the risk of substantial losses from derivatives trading.

The following presents the fair value of derivative contracts at December 31, 2014 and 2013. The fair value of derivative contracts is presented as an asset if in a gain position and a liability if in a loss position. Fair value is presented on a gross basis in the table below even though the futures and forward contracts qualify for net presentation in the Statements of Financial Condition.

December 31, 2014
		Asset		Liability
Type of		Derivatives		Derivatives			Net
Derivatives Contracts		Fair Value		Fair Value			Fair Value
Futures Contracts
Agriculture	$	717,593	$	(447,553	)	$	270,040
Currencies		2,814,919		(15,075	)		2,799,844
Energy		2,780,157		(1,236,391	)		1,543,766
Interest Rates		5,942,063		(992,360	)		4,949,703
Metals		1,322,342		(1,222,469	)		99,873
Stock Indices		3,282,258		(738,327	)		2,543,931
Treasury Rates		531,562		(67,448	)		464,114
	$	17,390,894	$	(4,719,623	)	$	12,671,271
Forward Currency Contracts	$	2,167,485	$	(4,156,215	)	$	(1,988,730	)
Total Gross Fair Value of Derivatives Contracts	$	19,558,379	$	(8,875,838	)	$	10,682,541
December 31, 2013
		Asset		Liability
Type of		Derivatives		Derivatives			Net
Derivatives Contracts		Fair Value		Fair Value			Fair Value
Futures Contracts
Agriculture	$	2,192,246	$	(714,872	)	$	1,477,374
Currencies		3,919,970		(72,081	)		3,847,889
Energy		402,001		(440,838	)		(38,837	)
Interest Rates		980,354		(3,039,982	)		(2,059,628	)
Metals		1,968,925		(558,884	)		1,410,041
Stock Indices		12,032,616		(1,565	)		12,031,051
Treasury Rates		243,813		(548,047	)		(304,234	)
	$	21,739,925	$	(5,376,269	)	$	16,363,656
Forward Currency Contracts	$	2,042,925	$	(1,855,143	)	$	187,782
Total Gross Fair Value of Derivatives Contracts	$	23,782,850	$	(7,231,412	)	$	16,551,438

The following presents the trading results of the Partnership’s derivative trading and information related to the volume of the Partnership’s derivative activity for the years ended December 31, 2014, 2013 and 2012.

The below captions of “Realized” and “Change in Unrealized” correspond to the captions in the Statements of Income (Loss) for gain (loss) on trading of derivatives contracts.

Year ended December 31, 2014
Type of				Change in			Number of
Derivatives Contracts		Realized			Unrealized				Contracts Closed
Futures Contracts
Agricultural	$	(3,622,872	)	$	(1,207,334	)
Currencies		15,721,422			(1,048,045	)
Energy		17,811,994			1,582,603
Interest Rates		34,111,784			7,009,331
Metals		(213,214	)		(1,310,168	)
Stock Indices		7,647,480			(9,487,120	)
Treasury Rates		8,102,452			768,348
	$	79,559,046		$	(3,692,385	)			138,421
Forward Currency Contracts	$	(3,186,422	)	$	(2,176,512	)		$	991,206,090,466 (1)
Total gain (loss) from derivatives contracts	$	76,372,624		$	(5,868,897	)
Year ended December 31, 2013
Type of					Change in				Number of
Derivatives Contracts		Realized			Unrealized				Contracts Closed
Futures Contracts
Agricultural	$	8,520,125		$	1,931,276
Currencies		19,944,966			(4,452,030	)
Energy		(11,721,625	)		487,943
Interest Rates		(17,259,411	)		(3,841,913	)
Metals		6,156,092			6,347,057
Stock Indices		56,218,415			9,172,334
Treasury Rates		(10,919,057	)		555,345
	$	50,939,505		$	10,200,012				180,308
Forward Currency Contracts	$	(3,631,637	)	$	(572,494	)		$	960,719,322,833 (1)
Total gain (loss) from derivatives contracts	$	47,307,868		$	9,627,518
Year ended December 31, 2012
Type of					Change in				Number of
Derivatives Contracts		Realized			Unrealized				Contracts Closed
Futures Contracts
Agricultural	$	(10,896,031	)	$	932,474
Currencies		(18,329,967	)		(481,489	)
Energy		(15,167,175	)		(1,648,915	)
Interest Rates		40,624,631			(5,881,488	)
Metals		(13,677,916	)		(2,603,011	)
Stock Indices		1,184,942			2,068,792
Swapnote Future		10,037			(2,535	)
Treasury Rates		8,844,892			(3,405,235	)
	$	(7,406,587	)	$	(11,021,407	)			222,906
Options on Futures Contracts
Stock Indices	$	336,250		$	(31,198	)
	$	336,250		$	(31,198	)			1,420
Forward Currency Contracts	$	(3,280,281	)	$	624,802			$	212,342,185,003 (1)
Total gain (loss) from derivatives contracts	$	(10,350,618	)	$	(10,427,803	)

(1) Represents the U.S. dollar equivalent of the notional amount bought or sold during the years ended December 31, 2014, 2013 and 2012. The number of contracts closed using average cost for long contracts of 702,178, 890,635 and 1,276,262 and short contracts of (634,673), (938,097) and (1,659,259) for the years ended December 31, 2014, 2013 and 2012.

With respect to futures contracts and options on futures contracts, the Partnership has entered into an agreement with the Clearing Broker which grants the Clearing Broker the right to offset recognized derivative assets and derivative liabilities if certain conditions exist, which would require the Clearing Broker to liquidate the Partnership’s positions. These events include the following: (i) the Clearing Broker is directed or required by a regulatory or self-regulatory organization, (ii) the Clearing Broker determines, at its discretion, that the risk in the Partnership’s account must be reduced for protection of the Clearing Broker, (iii) upon the Partnership’s breach or failure to perform on its contractual agreements with the Clearing Broker, (iv) upon the commencement of bankruptcy, insolvency or similar proceeding for the protection of creditors against the Partnership, or (v) upon the dissolution, winding-up, liquidation or merger of the Partnership.

With respect to foreign currency forward contracts, the Partnership has entered into an agreement with the Clearing Broker, whereby the party having the greater obligation (either the Partnership or the Clearing Broker) shall deliver to the other party at the settlement date the net amount of recognized derivative assets and liabilities.

The following table summarizes the disclosure requirements for offsetting assets and liabilities:

Offsetting the Financial Assets and Derivative Assets
				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2014
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Assets Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Assets	Financial Condition	of Financial Condition	Instruments	Received (1)	Net Amount
Forward contracts	2,167,485	(2,167,485)	-	-	-	-
Commodity futures contracts	17,390,894	(4,719,623)	12,671,271	-	-	12,671,271
Total	19,558,379	(6,887,108)	12,671,271	-	-	12,671,271
Offsetting the Financial Liabilities and Derivative Liabilities
				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2014
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Liabilities Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Liabilities	Financial Condition	of Financial Condition	Instruments	Pledged (1)	Net Amount
Forward contracts	(4,156,215)	2,167,485	(1,988,730)	-	-	(1,988,730)
Commodity futures contracts	(4,719,623)	4,719,623	-	-	-	-
Total	(8,875,838)	6,887,108	(1,988,730)	-	-	(1,988,730)

Offsetting the Financial Liabilities and Derivative Liabilities				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2013
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Assets Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Assets	Financial Condition	of Financial Condition	Instruments	Received (1)		Net Amount
Forward contracts	2,042,925	(1,855,143)	187,782	-	-		187,782
Commodity futures contracts	21,739,925	(5,376,269)	16,363,656	-	-		16,363,656
Total	23,782,850	(7,231,412)	16,551,438	-	-		16,551,438
Offsetting the Financial Liabilities and Derivative Liabilities
				Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2013
	Gross	Gross Amounts	Net Amounts
	Amounts of	Offset in the	of Liabilities Presented
	Recognized	Statement of	in the Statement	Financial	Cash Collateral
Description	Liabilities	Financial Condition	of Financial Condition	Instruments	Pledged (1)		Net Amount
Forward contracts	(1,855,143)	1,855,143	-	-	-		-
Commodity futures contracts	(5,376,269)	5,376,269	-	-	-		-
Total	(7,231,412)	7,231,412	-	-	-		-
(1) Does not include maintenance margin deposits held at the Clearing Broker of $30,202,135 for 2014 and $449,655,842 for 2013, respectively.

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5. SERVICE FEES

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

SERVICE FEES

NOTE 5 - SERVICE FEES

General Partner’s Interest, Original Class A Interests and Class A Interests pay selling agents an ongoing monthly 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. Selling agents may, at their option, elect to receive the service fee for the sale of Institutional Interests. For the years ended December 31, 2014, 2013 and 2012 service fees for General Partner’s Interest, were $73, $70 and $71, respectively, service fees for Class A Interests were $3,689,291, $4,994,432 and $6,304,842, respectively, service fees for Original Class A Interests were $541,253, $850,225 and $1,199,154, respectively and service fees for Institutional Interests were $15,184, $23,724 and $34,230, respectively. Class B, Original Class B and Special Interests did not get charged the service fees. Institutional Interests may pay selling agents, if the selling agent so elects, an ongoing monthly payment of 0.0417% (0.50% annually) of the value of Institutional Interests sold by them which are outstanding at month-end as compensation for their continuing services to the Limited Partners holding Institutional Interests.

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6. BROKERAGE COMMISSIONS

12 Months Ended

Dec. 31, 2014

Brokers and Dealers [Abstract]

BROKERAGE COMMISSIONS

NOTE 6 - BROKERAGE COMMISSIONS

The Partnership pays brokerage commissions to the Clearing Broker for clearing trades on its behalf, which are reflected on the Statements of Income (Loss) as Brokerage Commissions. The Partnership pays to its Clearing Broker a monthly brokerage commission equal to the greater of: (1) actual brokerage commissions, which are based upon trading volume, or (2) a flat rate of 0.125% (1.5% annually) (the "Minimum Amount") of the Partnership's management fee net asset value.

If actual brokerage commissions paid to the Clearing Broker are less than the Minimum Amount, the Partnership will pay to the introducing broker, the difference. However, if actual brokerage commissions are greater than the Minimum Amount, the Partnership only pays the actual brokerage commissions.

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8. FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES

12 Months Ended

Dec. 31, 2014

Investments, All Other Investments [Abstract]

FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES

NOTE 8 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES

The Partnership participates in the speculative trading of commodity futures contracts, options on futures contracts and forward currency 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 and interbank market makers. Further for futures contracts and options on futures contracts, 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 or interbank market makers to perform under the terms of their contracts (credit risk).

The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over the counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties. For forward currency contracts, the Partnership is 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 on forward currency contracts.

All of the contracts, with the exception of forward currency 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 because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties. However, in the future, if 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. 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 a substantial portion of its assets on deposit with the Custodian in U.S. government agency bonds and notes and corporate notes.  Risks arise from investments in bonds and notes due to possible illiquidity and the potential for default by the issuer or counterparty.  Such instruments are also sensitive to changes in interest rates and economic conditions.

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7. FINANCIAL DERIVATIVE INSTRUMENTS (Details Narrative)	12 Months Ended
	Dec. 31, 2014 Integer	Dec. 31, 2013 Integer
Notes to Financial Statements
Number of long contracts closed using average cost	702,178	890,635
Number of short contracts closed using average cost	(634,637)	(938,097)

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1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Partnership's assets and liabilities measured at fair value

Balance as of
December 31, 2014		Level 1			Level 2			Level 3		December 31, 2014
Assets:
Futures contracts (1)	$	17,390,894		$	—		$	—	$	17,390,894
Options contracts		—			—			—		—
Forward currency contracts (1)		—			2,167,485			—		2,167,485
U.S. Government agency
bonds and notes		192,330,885			—			—		192,330,885
Corporate notes		—			120,602,218			—		120,602,218
U.S. Treasury Obligations		—			—			—		—
	$	209,721,779		$	122,769,703		$	—	$	332,491,482
Liabilities:
Futures contracts (1)	$	(4,719,623	)	$	—		$	—	$	(4,719,623	)
Options contracts		—			—			—		—
Forward currency contracts (1)		—			(4,156,215	)		—		(4,156,215	)
	$	(4,719,623	)	$	(4,156,215	)	$	—	$	(8,875,838	)
										Balance as of
December 31, 2013		Level 1			Level 2			Level 3		December 31, 2013
Assets:
Futures contracts (1)	$	21,739,925		$	—		$	—	$	21,739,925
Options contracts		—			—			—		—
Forward currency contracts (1)		—			2,042,925			—		2,042,925
U.S. Government agency
bonds and notes		233,419,983			—			—		233,419,983
Corporate notes		—			162,093,478			—		162,093,478
U.S. Treasury Obligations		67,108,390			—			—		67,108,390
	$	322,268,298		$	164,136,403		$	—	$	486,404,701
Liabilities:
Futures contracts (1)	$	(5,376,269	)	$	—		$	—	$	(5,376,269	)
Options contracts		—			—			—		—
Forward currency contracts (1)		—			(1,855,143	)		—		(1,855,143	)
	$	(5,376,269	)	$	(1,855,143	)	$	—	$	(7,231,412	)

(1)  See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

										Balance as of
December 31, 2011		Level 1			Level 2			Level 3		December 31, 2011
Assets:
Futures contracts (1)	$	27,291,482		$	—		$	—	$	27,291,482
Options contracts (1)		18,248			—			—		18,248
Forward currency contracts (1)		—			1,227,422			—		1,227,422
U.S. Government agency
bonds and notes		394,556,520			—			—		394,556,520
Corporate notes		—			365,968,678			—		365,968,678
	$	421,866,250		$	367,196,100		$	—	$	789,062,350
Liabilities:
Futures contracts (1)	$	(10,106,431	)	$	—		$	—	$	(10,106,431	)
Options contracts (1)		(42,215	)		—			—		(42,215	)
Forward currency contracts (1)		—			(1,091,948	)		—		(1,091,948	)
	$	(10,148,646	)	$	(1,091,948	)	$	—	$	(11,240,594	)

(1)  See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

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1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Transfers between Level 1 and Level 2 assets and liabilities	$ 0	$ 0
Recognized interest expense or penalties	0	0
Liability for unrecognized tax benefits	$ 0	$ 0

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CONDENSED SCHEDULE OF INVESTMENTS, FUTURES CONTRACTS (USD $)	12 Months Ended
	Dec. 31, 2014 Integer		Dec. 31, 2013 Integer
Value	$ 312,933,103		$ 462,621,851
Futures Contracts
Number of Contracts	16,401		24,584
Value	12,671,271		16,363,656
% of Partners Capital	3.39%		3.31%
Futures Contracts | Long Futures Contracts
Number of Contracts	12,934		19,075
Value	5,438,863		10,912,038
% of Partners Capital	1.45%		2.21%
Futures Contracts | Long Futures Contracts | Agriculture
Number of Contracts	572		883
Value	(311,960)		(460,341)
% of Partners Capital	(0.08%)		(0.09%)
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	May 01, 2015		Mar. 01, 2014
Futures Contracts | Long Futures Contracts | Currencies
Number of Contracts	18		2,672
Value	33,467		1,711,481
% of Partners Capital	0.01%		0.35%
Expiration Dates	Mar. 01, 2015		Mar. 01, 2014
Futures Contracts | Long Futures Contracts | Energy
Number of Contracts	130		384
Value	(1,232,680)		295,692
% of Partners Capital	(0.33%)		0.06%
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Feb. 01, 2015		May 01, 2014
Futures Contracts | Long Futures Contracts | Interest Rates
Number of Contracts	9,279		9,849
Value	4,966,154		(2,137,600)
% of Partners Capital	1.33%		(0.43%)
Expiration Dates, Lower Range	Mar. 01, 2015		Feb. 01, 2014
Expiration Dates, Upper Range	Mar. 01, 2018		Dec. 01, 2016
Futures Contracts | Long Futures Contracts | Metals
Number of Contracts	360		344
Value	(1,222,257)		18,237
% of Partners Capital	(0.33%)		0.00%
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Mar. 01, 2015		Dec. 01, 2014
Futures Contracts | Long Futures Contracts | Stock Indices
Number of Contracts	1,661		4,375
Value	2,742,025		12,032,616
% of Partners Capital	0.73%		2.43%
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Mar. 01, 2015		Mar. 01, 2014
Futures Contracts | Long Futures Contracts | Treasury Rates
Number of Contracts	914		568
Value	464,114		(548,047)
% of Partners Capital	0.12%		(0.11%)
Expiration Dates	Mar. 01, 2015		Mar. 01, 2014
Futures Contracts | Short Futures Contacts
Number of Contracts	3,467		5,509
Value	7,232,408		5,451,618
% of Partners Capital	1.94%		1.10%
Futures Contracts | Short Futures Contacts | Agriculture
Number of Contracts	466		1,880
Value	582,000		1,937,715
% of Partners Capital	0.16%		0.39%
Expiration Dates, Lower Range	Feb. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	May 01, 2015		May 01, 2014
Futures Contracts | Short Futures Contacts | Currencies
Number of Contracts	1,901		1,981
Value	2,766,377		2,136,408
% of Partners Capital	0.74%		0.43%
Expiration Dates	Mar. 01, 2015		Mar. 01, 2014
Futures Contracts | Short Futures Contacts | Energy
Number of Contracts	353		163
Value	2,776,446		(334,529)
% of Partners Capital	0.74%		(0.07%)
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Mar. 01, 2015		Mar. 01, 2014
Futures Contracts | Short Futures Contacts | Interest Rates
Number of Contracts	77		669
Value	(16,451)		77,972
% of Partners Capital	0.00%		0.02%
Expiration Dates, Lower Range	Mar. 01, 2015		Mar. 01, 2014
Expiration Dates, Upper Range	Jun. 01, 2015		Dec. 01, 2016
Futures Contracts | Short Futures Contacts | Metals
Number of Contracts	553		605
Value	1,322,130		1,391,804
% of Partners Capital	0.35%		0.28%
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Apr. 01, 2015		Apr. 01, 2014
Futures Contracts | Short Futures Contacts | Stock Indices
Number of Contracts	117		22
Value	(198,094)		(1,565)
% of Partners Capital	(0.05%)		0.00%
Expiration Dates	Mar. 01, 2015		Jan. 01, 2014
Futures Contracts | Short Futures Contacts | Treasury Rates
Number of Contracts			189
Value			243,813
% of Partners Capital			0.05%
Expiration Dates			Mar. 01, 2014
Forward Contracts
Value	(1,988,730)		187,782
% of Partners Capital	(0.53%)		0.04%
Forward Contracts | Long Forward Contracts | Currencies
Number of Contracts	208,246,832	[1]	291,034,431
Value	(3,900,907)		686,943
% of Partners Capital	(1.04%)		0.14%
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Jun. 01, 2015		Jun. 01, 2014
Forward Contracts | Short Forward Contracts | Currencies
Number of Contracts	189,600,144	[1]	289,637,660
Value	$ 1,912,177		$ (499,161)
% of Partners Capital	0.51%		(0.10%)
Expiration Dates, Lower Range	Jan. 01, 2015		Jan. 01, 2014
Expiration Dates, Upper Range	Jun. 01, 2015		Jun. 01, 2014

[1] Represents the December 31, 2014 U.S. dollar equivalent of the notional amount bought or sold.

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2. PARTNERS' CAPITAL

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

PARTNERS' CAPITAL

NOTE 2 - PARTNERS’ CAPITAL

A. Capital Accounts and Allocation of Income and Losses

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

The Partnership consists of the General Partner’s Interest, Original Class A Interests, Original Class B Interests, Special Interests, Class A Interests, Class B Interests and Institutional Interests. Original Class A Interests and Original Class B Interests were issued prior to July 1, 2008 and are no longer issued to limited partners in the Partnership (each a “Limited Partner” and collectively the “Limited Partners”). Class A Interests, Class B Interests and Institutional Interests were first issued by the Partnership on July 1, 2008. Income or loss (prior to management fees, administrative fees, service fees and incentive fees) are allocated pro rata among the Limited 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’s Agreement. Original Class A Interests, Original Class B Interests, Special Interests, Class A Interests, Class B Interests and Institutional Interests are then charged with their applicable management fee, administrative fee, service fee and incentive fee in accordance with the Agreement.

No Limited Partner of the Partnership shall be liable for any debts or liabilities of the Partnership or any losses thereof in excess of such Limited Partner’s capital contributions, except as may be required by law.

B. 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 set forth in the Agreement. The General Partner may request and receive redemption of capital, subject to the same terms as any Limited Partner. The partners may withdraw their interests on a monthly basis upon at least 15 days’ prior written notice, subject to the discretion of the General Partner. No distributions were made for the years ended December 31, 2014, 2013 and 2012.

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3. RELATED PARTY TRANSACTIONS - Fees paid to related parties (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Notes to Financial Statements
Altegris Futures - Brokerage Commission fees	$ 5,171,366	$ 7,577,139	$ 9,807,800
Altegris Investments - Service fees	646,212	825,963	1,149,600
Total	$ 5,817,578	$ 8,403,102	$ 10,957,400

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1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Method of Reporting

B. Method of Reporting

The Partnership is an investment company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Therefore, the Partnership follows the accounting and reporting guidelines for investment companies. The Partnership’s financial statements are presented in accordance with U.S. GAAP. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported fair value of assets and liabilities, disclosures of contingent assets and liabilities as of December 31, 2014 and 2013, and reported amounts of income and expenses for the years ended December 31, 2014, 2013 and 2012. Management believes that the estimates utilized in preparing the Partnership’s financial statements are reasonable; however, actual results could differ from these estimates and it is reasonably possible that differences could be material.

Fair Value

C. Fair Value

In accordance with the authoritative guidance under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Partnership uses various valuation approaches. The authoritative guidance under U.S. GAAP establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Partnership.

Unobservable inputs reflect the Partnership’s assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Partnership has the ability to access at the measurement date;

Level 2 - Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3 - Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The availability of valuation techniques and observable inputs can vary from assets and liabilities and is affected by a wide variety of factors, including the type of asset or liability, whether the asset or liability is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the asset or liability existed. Accordingly, the degree of judgment exercised by the Partnership in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Partnership’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Partnership uses prices and inputs that are current as of the measurement date, including prices and inputs during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many assets and liabilities. This condition could cause an asset or liability to be reclassified to a lower level within the fair value hierarchy.

The Partnership values futures and options on futures contracts at the closing price of the contract’s primary exchange. The Partnership includes futures and options on futures contracts in Level 1 of the fair value hierarchy, as they are exchange traded derivatives.

Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. The Partnership includes forward currency contracts in Level 2 of the fair value hierarchy.

The fair value of U.S. government agency bonds and notes is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issue, maturity and seniority. U.S. government bonds are categorized in Levels 1 or 2 of the fair value hierarchy. As of December 31, 2014 and 2013 none of the Partnership’s holdings in U.S. government agency bonds and notes were fair valued using valuation models.

The fair value of U.S. treasury obligations is generally based on quoted prices in active markets. U.S. treasury obligations are categorized in Level 1 of the fair value hierarchy.

The fair value of corporate notes is determined using recently executed transactions, market price quotations (where observable), notes spreads or credit default swap spreads. The spread data used are for the same maturity as that of the notes. If the spread data does not reference the issuer, data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond, or single-name credit default swap spreads and recovery rates based on collateral values as key inputs. These valuation methods represent both a market and income approach to fair value measurement. Corporate notes are categorized in Level 2 of the fair value hierarchy; however, in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. As of December 31, 2014 and 2013 none of the Partnership’s holdings in corporate notes were fair valued using valuation models.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

There were no changes to the Partnership’s valuation methodology during the years ended December 31, 2014 and 2013.

The following table presents information about the Partnership’s assets and liabilities measured at fair value as of December 31, 2014 and 2013:

Balance as of
December 31, 2014		Level 1			Level 2			Level 3		December 31, 2014
Assets:
Futures contracts (1)	$	17,390,894		$	—		$	—	$	17,390,894
Options contracts		—			—			—		—
Forward currency contracts (1)		—			2,167,485			—		2,167,485
U.S. Government agency
bonds and notes		192,330,885			—			—		192,330,885
Corporate notes		—			120,602,218			—		120,602,218
U.S. Treasury Obligations		—			—			—		—
	$	209,721,779		$	122,769,703		$	—	$	332,491,482
Liabilities:
Futures contracts (1)	$	(4,719,623	)	$	—		$	—	$	(4,719,623	)
Options contracts		—			—			—		—
Forward currency contracts (1)		—			(4,156,215	)		—		(4,156,215	)
	$	(4,719,623	)	$	(4,156,215	)	$	—	$	(8,875,838	)
										Balance as of
December 31, 2013		Level 1			Level 2			Level 3		December 31, 2013
Assets:
Futures contracts (1)	$	21,739,925		$	—		$	—	$	21,739,925
Options contracts		—			—			—		—
Forward currency contracts (1)		—			2,042,925			—		2,042,925
U.S. Government agency
bonds and notes		233,419,983			—			—		233,419,983
Corporate notes		—			162,093,478			—		162,093,478
U.S. Treasury Obligations		67,108,390			—			—		67,108,390
	$	322,268,298		$	164,136,403		$	—	$	486,404,701
Liabilities:
Futures contracts (1)	$	(5,376,269	)	$	—		$	—	$	(5,376,269	)
Options contracts		—			—			—		—
Forward currency contracts (1)		—			(1,855,143	)		—		(1,855,143	)
	$	(5,376,269	)	$	(1,855,143	)	$	—	$	(7,231,412	)

(1)  See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

										Balance as of
December 31, 2011		Level 1			Level 2			Level 3		December 31, 2011
Assets:
Futures contracts (1)	$	27,291,482		$	—		$	—	$	27,291,482
Options contracts (1)		18,248			—			—		18,248
Forward currency contracts (1)		—			1,227,422			—		1,227,422
U.S. Government agency
bonds and notes		394,556,520			—			—		394,556,520
Corporate notes		—			365,968,678			—		365,968,678
	$	421,866,250		$	367,196,100		$	—	$	789,062,350
Liabilities:
Futures contracts (1)	$	(10,106,431	)	$	—		$	—	$	(10,106,431	)
Options contracts (1)		(42,215	)		—			—		(42,215	)
Forward currency contracts (1)		—			(1,091,948	)		—		(1,091,948	)
	$	(10,148,646	)	$	(1,091,948	)	$	—	$	(11,240,594	)

(1)  See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.

For the years ended December 31, 2014 and 2013, there were no transfers between Level 1 and Level 2 assets and liabilities. For the years ended December 31, 2014 and 2013, there were no Level 3 securities.

Investment Transactions and Investment Income

D. Investment Transactions and Investment Income

Security transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from security transactions are determined using the specific identification cost method. Change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions and other trading fees are reflected as an adjustment to cost or proceeds at the time of the transaction. Interest income is recorded on an accrual basis.

Gains or losses on futures contracts, options on futures contracts and forward currency contracts are realized when contracts are closed. Net unrealized gains or losses on open contracts (the difference between contract trade price and quoted market price) are reflected in the Statements of Financial Condition. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions on futures and options on futures contracts include other trading fees and are incurred as an expense when contracts are opened, and are recognized as trading gains and losses.

Net realized gains and losses from foreign currency related transactions represent gains and losses from sales of foreign currencies, sales and maturities of futures contracts in foreign markets and foreign currency forward contracts, currency gains and losses realized between trade and settlement dates on securities transactions, and the difference between the amounts of interest and foreign withholding taxes recorded on the Partnership’s books and the U.S. Dollar equivalent of the amounts actually received or paid. Net unrealized appreciation (depreciation) on other assets and other liabilities denominated in foreign currency arise from changes in the value of assets, other than investments in securities, and liabilities at fiscal year end, resulting from changes in the exchange rates.

JPMorgan Chase Bank, N.A. (the “Custodian”) is the Partnership’s custodian.  The Partnership has cash deposited with the Custodian.  Newedge USA, LLC (the “Clearing Broker”) is the Partnership’s commodity broker.  For cash not held with the Clearing Broker the Partnership receives cash management services from an affiliate of the Custodian, J.P. Morgan Investment Management Inc. (“JPMIM”).

Option Contracts

E. Option Contracts

Generally, an option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security, currency or other instrument (an ‘‘underlying instrument’’) from the writer of the option (in the case of a call option), or to sell a specified security, currency, or other instrument to the writer of the option (in the case of put option) at a designated price. Put and call options that the Partnership may purchase or write may be traded on a national securities exchange or in the over-the-counter (OTC) market. All option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation, thereby reducing the risk of counterparty default. There can be no assurance that a liquid secondary market will exist for any option purchased or sold.

As the buyer of an option, the Partnership has a right to buy (call option) or sell (put option) the underlying instrument at the exercise price. The Partnership may enter into closing sale transactions with respect to options, exercise them, or permit them to expire unexercised. When buying options, the potential loss is limited to the cost (premium plus transaction costs) of the option.

As the writer of a put option, the Partnership has the obligation to buy (call option) or sell (put option) the underlying instrument at the exercise price. When the Partnership writes an option, an amount equal to the premium received by the Partnership is recorded as a liability and subsequently marked to market to reflect the current value of the option written. If the written option expires unexercised, the Partnership realizes a gain in the amount of the premium received. If the Partnership enters into a closing transaction, it recognizes a gain or loss, depending on whether the cost of the purchase is less than or greater than the premium received. If the option is exercised, the Partnership will incur a loss to the extent the difference between the current market value of the underlying instrument and the exercise price exceeds the premium received. As the writer of a call option, the Partnership retains the risk of loss should the underlying instrument increase in value. If the option is exercised, the Partnership will be required to buy or sell the instrument at the exercise price. Accordingly, these transactions result in off-balance sheet risk, as the Partnership’s ultimate obligation may exceed the amount indicated in the Statements of Financial Condition.

As of December 31, 2014 and 2013 the Partnership did not hold any option contracts.

Futures Contracts

F. Futures Contracts

The Partnership may engage in futures contracts as part of its investment strategy. Upon entering into a futures contract, the Partnership is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the initial margin. Subsequent payments (“variation margin”) are made or received by the Partnership each day, depending on the daily fluctuations in the value of the contract, and are included in unrealized gain/loss on futures contracts. Due to broker amounts on the Statement of Financial Condition represent the amount of any short fall in the Fund's required cash margin. The Partnership recognizes a realized gain or loss when the contract is closed.

There are several risks in connection with the use of futures contracts as an investment option. The change in value of futures contracts primarily corresponds with the value of their underlying instruments. In addition, there is the risk that the Partnership may not be able to enter into a closing transaction because of an illiquid secondary market. Open positions in futures contracts at December 31, 2014 and 2013 are reflected within the Condensed Schedules of Investments.

Forward currency contracts

G. Forward currency contracts

Forward currency contracts may be entered into as an economic hedge against foreign currency exchange rate risk related to portfolio positions. A forward currency contract is an obligation to purchase or sell a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter and not on an organized exchange. Forward currency contracts help to manage the overall exposure to the foreign currency backing some of the investments held by the Partnership. Each contract is marked-to-market daily and the change in market value is recorded by the Partnership as an unrealized appreciation or depreciation. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of forward currency contracts involves the risk that counterparties may not meet the terms of the agreement or unfavorable movements in the value of a foreign currency relative to the U.S. dollar. Open forward currency contracts at December 31, 2014 and 2013 are reflected within the Condensed Schedules of Investments.

Foreign Currency Transactions

H. Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it may transact 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 Statements 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 at the date of the Statements 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 the Statements of Income (Loss).

Cash

I. Cash

Restricted cash is held as margin collateral for futures transactions.

At times, the Partnership’s cash balance could exceed the insured amount under the Federal Deposit Insurance Corporation (“FDIC”). The Partnership has not experienced any losses in such accounts and believes it is not subject to any significant counterparty risk related to its cash account.

Offering Costs

J. Offering Costs

Offering costs incurred in connection with the ongoing offering of the Partnership’s interests are borne by the Partnership. These costs include, but are not limited to, legal fees pertaining to updating the Partnership’s offering documents and materials, accounting and printing costs. These costs are charged as an expense when incurred.

Income Taxes

K. Income Taxes

As an entity taxable as a partnership for the U.S. Federal Income tax purposes; the Partnership itself is not subject to Federal Income tax. The Partnership prepares and files calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Partnership’s income and expenses.

The Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.  The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.  De-recognition of a tax benefit previously recognized results in the Partnership recording a tax liability that reduces ending partners’ capital.  Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2014 and 2013.  However, the Partnership’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Partnership is subject to income tax examinations by major taxing authorities for all tax years since 2012.

The Partnership recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively.  No interest expense or penalties have been recognized as of and for the years ended December 31, 2014, 2013 and 2012.

Reclassifications

L. Reclassifications

Certain amounts in the 2013 and 2012 financial statements were reclassified to conform to the 2014 presentation.