efc8-1069_emailex103.htm


    Exhibit
10.3

     

     

     

    WINTON
FUTURES FUND, L.P. (US)

    SUBSCRIPTION
DOCUMENTS

     

     

    


     

    
      	
               TABLE OF CONTENTS &
      SUBSCRIPTION WORKSHEET

            


    

     

    
      	FOR	 


    

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

     

    TABLE OF CONTENTS:

    
      	 	
              EXHIBIT
      B

            	
              Subscription
      Agreement and Power of Attorney:  Execution Pages for all
      subscribers

            
	 	
              EXHIBIT
      C

            	
              Questionnaire
      & Registration Information: Signature Page: for all
      subscribers

            
	 	
              EXHIBIT
      D

            	
              Representations
      by Employee Benefit Plans

            
	 	
              EXHIBIT
      E

            	
              Request
      for Redemption– retain for future use

            
	 	
              EXHIBIT
      F

            	
              Additional
      Investment Form – retain for future use

            
	 	
              EXHIBIT
      G

            	
              Privacy
      Notice - retain for subscriber’s information

            
	 	
              EXHIBIT
      H

            	
              Anti
      Money Laundering Supplement – retain for subscriber’s
      information

            


    

    NOTES:

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

    The Beneficiary should
sign Exhibit B and complete Exhibit C

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

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

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

    Subscription
amount must accompany subscription documents.

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

     

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

            


    

     

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

            	 	 


    

     

    
    

     

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


    

    
       

      ØPlease
indicate:

    

    
    

     

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

                      An authorized
      representative

            	 	 	
              _______________________________________

              Date

            
	 	 	 	 	 
	 	 	 	 xcl ____
      /  db _____ /
  cc________/pfd ______mail________


    

     

     

     

     

     

    
    

     

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

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

     

     

     

     

     

    
 

    


    


    


    


    


    This page
intentionally left blank.

     

     

     

     

     

     

     

     

    
       

      
      

       

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

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

    WINTON
FUTURES FUND, L.P. (US)

    


    EXHIBIT
B

    SUBSCRIPTION
AGREEMENT AND POWER OF ATTORNEY

    


    
      	TO:	
               

            	
              Winton
      Futures Fund, L.P. (US)

              c/o
      APM Funds

              1200
      Prospect Street, Suite 400

              La
      Jolla, CA 92037

            


    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
       

      
      

       

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

              


      

       

       

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    OR

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

    
      
         

        
        

         

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

                


        

         

         

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
               
      

            	
              8.

            	
              MISCELLANEOUS.

            


    

     

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

     

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

     

     

    
      
         

        
        

         

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

                


        

         

         

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              Executes
      the Special Power of Attorney and the Agreement of Limited
      Partnership;

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

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

            


    

     

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

     

     

    
      
         

        
        

         

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

                


        

         

         

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    WINTON
FUTURES FUND, L.P. (US)

    SUBSCRIPTION
AGREEMENT EXECUTION PAGES

     

     

    
      	
              INDIVIDUAL
      SUBSCRIBERS: (includes Beneficiaries of IRAs
      and Self-Directed Single Beneficiary Employee Benefit Plans and Grantors
      of Revocable Trusts

            
	
               

               

            	 	 
	
              Signature
      of Individual Subscriber

            	 	 Signature of
      Joint Subscriber (if any)


    

     

    
      
        	
                ENTITY SUBSCRIBERS:  Corporations, LLCs, Irrevocable
      Trusts (including a Pension, Keogh or ERISA Plan, not IRAs) or
      Partnerships or other Entities:

              
	
                 

                 

              	 	 
	 Name of
      Entity	 	  Printed
      Name of Signatory
	 	 	 
	
                Signature

              	 	 Title


      

       

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


      

       

    

    
    

     

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

            	 	SUBSCRIPTION
      AMOUNT
	 	 	 
	 	 	$	 	 	 less	 	
               =

            	$	 
	 	 	     
        Total Remitted	 	 	
              Selling
      Commission, if any

            	 	      
      Amount of Subscription
	 	 	 


    

                                                                                          

    
      


    

    
      	
                  FUNDING
      INSTRUCTIONS:

            	
              Checks should be made payable
      to: Winton Futures Fund, L.P. (US)

            
	 
      	
              Wire
      transfers* should be directed to:

            
	 
      	
              Wilmington
      Trust Company   ABA #031 100 092

              For
      credit to: Winton Futures Fund, L.P. A/C # 2919-0046

              By
      order of:  _________________________________________

                                  (name
      of remitter/subscriber)

            
	
              * If subscription payment is by
      wire transfer, please identify the bank or other financial
      institution from which the subscription funds will be
      wired.  (See Anti Money Laundering Supplement, Exhibit
      H)

            


    

     

     

      
        

      

    

     

    
      
        
           

          
          

           

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

                  


          

           

           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

    WINTON
FUTURES FUND, L.P. (US)

     

    EXHIBIT
C

     QUESTIONNAIRE
& REGISTRATION INFORMATION

     

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

    


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

    

    


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

    

     

    
      	
                PART
      A

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


    

     

    
    

     

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


    

     

    
      	 	 	 Telephone: 	 	 	 Fax:  	 
	 	 	 	 	 	 	 
	 	 	 Email: 	 	 	 	 


    

     

    
      
        	 2.	 	
                 The
      information requested below MUST be provided if your mailing address is a
      P.O. Box.

                 

                 

              
	 	 	 Legal Street
      Address
	 	 	 
	 	 	 City	 State/Province	 Country	 Postal
      Code
	 	 	 	 	 	 
	 3.	 	State
      of Residence  __     	 	 	 


      

       

    

    
      
        
          	 4.	 	
                   Duplicate
      Statements:  If you would like duplicate statements sent
      to a third party.

                   

                   

                
	 	 	 Name
	 	 	 
	 	 	 Mailing
      address: street	 	 OR	email
      address 
	 	 	 	 	 	 
	 	 	City      	
                  State

                	Zip
    Code 


        

         

      
           

      
        
           

          
          

           

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

                  


          

           

           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
       

      
        	 5.	 	
                 Custodian/Trustee. Please identify
      where your account will be held – clearing firm, brokerage, custodian or
      trustee.

                 

                 

              
	 	 	 Name
      of Firm
	 	 	 
	 	 	 Firm Legal
      Street Address
	 	 	 
	 	 	 Mailing
      Address
	 	 	 
	 	 	 City	 State/Province	 Country	 Postal
      Code


      

       

      
        	 	 	 Contact
      Numbers:  Telephone:   	 	 	 Fax	 	 	
                email 

              	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 Name / Account
      Number of Individual / Beneficiary
	 	 	 
	 6.	 	 Tax
      Information.
	 	 	 
	 	 	 a.  All
      Subscribers.


      

       

      
        	 	 	Taxable
      Subscribers:	 	Non-Taxable
      Subscribers:	 
	 	 	          
        -        
                -	 	   - 
      	 	        
       -   
	 	 	Social Security #
      of:	 	Taxpayer ID #
      for:	 	Taxpayer ID # for:
      (check one)
	 	 	(check one – not if
      IRA)	 	(check
one)	 	____IRA
      Custodian (not
      Beneficiary’s)
	 	 	
                 ____Individual
      Ownership

                ____Joint
      Tenants with

                          Right
      of Survivorship

                ____Tenants
      in Common

                ____
      Community Property

                ____Grantor
      or other

                          Revocable
      Trust

                ____Other
      (specify)

              	 	
                ____Trust
      other
      than a

                Grantor
      or

                Revocable
      Trust

                ____Estate

                ____UGMA/UTMA
      (Minor)

                ____Partnership

                ____Corporation

                ____
      Other (Specify)

              	 	
                ____Pension

                ____Profit
      Sharing

                ____Defined
      Benefit

                ____Self-Directed
      Single Beneficiary Plan

                ____Other
      (specify)

              


      

                                                                                                                    

    

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

    


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

    
      	
               
      

            	
               i.

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

            


    

    
      	
               
      

            	
              ii.

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

            


    

    
      	
               
      

            	
              iii.

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

            


    

    
      	
               
      

            	
              iv.

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

            


    

    
      	
               
      

            	
              v.

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

            


    

     

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

     

    
      
        
           

          
          

           

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

                  


          

           

           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

     

     

    
      	
              7.

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

            


    

    


     Yes
(____)     No (____)

     

    
      	
              8.

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

            


    

     

    
      	
               
      

            	
              _____

            	
              U.S.
      government and federal agency
securities.

            


    

     

    
      	
               
      

            	
              _____

            	
              State
      and local government securities (municipal
  securities).

            


    

     

    
      	
               
      

            	
              _____

            	
              U.S.
      stocks.

            


    

     

    
      	
               
      

            	
              _____

            	
              Options
      on U.S. stocks.

            


    

     

    
      	
               
      

            	
              _____

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

            


    

     

    
      	
               
      

            	
              _____

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

            


    

     

    
      	
               
      

            	
              _____

            	
              Corporate
      bonds, debentures and notes.

            


    

     

    
      	
               
      

            	
              _____

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

            


    

     

    
      	
               
      

            	
              _____

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

            


    

     

    
      	
               
      

            	
              _____

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

            


    

     

    
      	
               
      

            	
              _____

            	
              Interests
      in REITs or other real estate investment
  entities.

            


    

     

    
      	
               
      

            	
              _____

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

            


    

     

    
      	
               
      

            	
              _____

            	
              Other
      investments. Describe                                                                

            	 


    

     

    
      	
              9.

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

            


    

     

     Yes
(____)     No (____)

     

     

     

     

    
      
        
           

          
          

           

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

                  


          

           

           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       



    


    


    


    
      	
              PART
      B

            	 Investor
      Qualification for: 
	 	
               1. 

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


    

    


    
      
        	
                1.

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

              


      

    

     

    
      
        	
                 

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

              


      

    

     

    
      
        	
                 

              	
                or

              


      

    

     

    
      
        	
                 

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

              


      

    

    


    
      
        	
                2.

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

              


      

    

     

    
    

     

    
      	 	
              (a)

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


    

     

    


             


    


    
      
        
          
             

            
            

             

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

                    


            

             

             

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        


        


        
          	
                  PART
      C

                	
                   Investor
      Qualification for Entities:

                   (Not Revocable
      Trusts and Single Beneficiary Employee Benefit Plans: see Part
      B)

                
	 	
                   1. 

                	Irrevocable Trusts, including
      Keogh or ERISA Plan (Not IRAs)
	 	 2.	 Corporations, LLCs,
      Partnerships or Other Entities


        

         

         

      

    

    
      	
              1.

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

            


    

     

    
      	
               
      

            	
              _____
      (a)

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

            


    

    


    
      	
               
      

            	
              _____
      (b)

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

            


    

    


    
      	
               
      

            	
              _____
      (c)

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

            


    

    


    
      	
               
      

            	
              _____
      (d)

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

            


    

    


    
      	
               
      

            	
              _____
      (e)

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

            


    

    


    
      	
               
      

            	
              _____
      (f)

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

            


    

    
      
 OR

    

    


    
      	
              2.

            	
              _____

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

            


    

    


    


    


    
      
        
           

          
          

           

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

                  


          

           

           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       



    
      


      


      
        	
                PART
      D

              	
                
                  All Entities must complete Part
      D

                  (Revocable
      and Irrevocable Trusts (including Keogh or ERISA Plan, Not IRAs),
      Corporations, LLCs, Partnerships or Other
  Entities

                

              


      

      
 

    

    
      	
              1.

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

            


    

    


     Yes
(____)     No (____)

    


    
      	
              2.

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

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
       
Yes
(____)     No (____)

    

    


    
      	
               
      

            	
              (b)

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

            


    

     

     Yes
(____)     No (____)

    


    
      	
               
      

            	
              (c)

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

            


    

    


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

    

    


    
      	
              3.

            	
              Entity Formation
      Information:

            


    

    


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

     

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


    

     

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

            


    

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


    

                                                                                                                           

    
      


      
        
          
             

            
            

             

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

                    


            

             

             

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
        

         

        
          	 4.	
                  Entity
      Registration.  Entity subscriber represents and warrants
      to the Partnership and APM Funds that either:

                
	 	_____	 (a)	 It
      is a commodity
      pool, operated by a commodity pool operator (CPO) that is registered with
      the Commodity Futures Trading Commission (CFTC) and who is a member in
      that capacity of the National Futures Association
  (NFA);
	 	 	 or	
                   

                   

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

                  
                    Please
      provide a copy of your notice filing with the
    CFTC/NFA.

                  

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


        

         

      

    

     

     

    
      
        
           

          
          

           

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

                  


          

           

           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

    
WINTON
FUTURES FUND, L.P. (US)

     

    QUESTIONNAIRE
& REGISTRATION INFORMATION

    SIGNATURE
PAGE

    


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

    


    
      	
              o

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

              ______________________________________________________________

            


    

     

    
      	
              o

            	
              No,
      please send via regular mail

            


    

    


    TO
BE SIGNED BY ALL SUBSCRIBERS.

    


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

     

    
      
        	 	
                INDIVIDUALS:

                
                  SIGN
      HERE IF YOU ARE AN INDIVIDUAL OR BENEFICIARY OF AN IRA OR SELF-DIRECTED
      SINGLE BENEFICIARY EMPLOYEE BENEFIT PLAN, OR GRANTOR OF A REVOCABLE
      TRUST

                

              
	 	 X	
                 

                 

              	 	 X	 	 
	 	 	Signature of
      Subscriber/ Beneficiary	 	 	Signature of Joint
      Subscriber (if any)	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	Date	 	Date	 
	 	 	 	 	 


      

       

    

    OR

     

    
      
        
          
            	 	
                    
                      
                        ENTITIES:

                      

                      SIGN
      HERE IF THE SUBSCRIBER IS A CORPORATION, LLC, IRREVOCABLE TRUST (INCLUDING
      A PENSION, KEOGH OR OTHER ERISA PLAN, NOT IRA OR SINGLE BENEFICIARY
      EMPLOYEE BENEFIT PLAN), PARTNERSHIP OR OTHER
  ENTITY

                    

                  
	 	
                     

                     

                  	 	 	 
	 	Name
      of Entity	 	Signature	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	Date	 	Printed Name and
      Title of Signatory	 
	 	 	 	 	 


          

           

        

      

       

    

    
      
        
          
             

            
            

             

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

                    


            

             

             

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

    

     

    


     

    


     

    


     

    


     

    


     

    


     

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

                    


            

             

             

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

    

    WINTON
FUTURES FUND, L.P. (US)

     

    EXHIBIT
D

    REPRESENTATIONS
BY EMPLOYEE BENEFIT PLANS

    


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

     

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

     

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

     

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

     

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

     

    
      
        	 	 	 	 	 
	
                 

              	 	
                 

              
	
                (Name
      of Plan)

              	 	 	
                
                  By:  (Trustee
      Signature)

                

              


      

    

    

       

      
        
          	 	 	 	 	 
	
                   

                	 	
                   

                
	
                  (Date)

                	 	
                  
                    
                      (Printed
      Name of Trustee)

                    

                  

                


        

      

      
 

      
        
          
            
              
                 

                
                

                 

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

                        


                

                 

                 

              

            

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

           

        

         

        


         

        


         

        


         

        


         

        


         

        


         

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

                        


                

                 

                 

              

            

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

      

    

    
 

    WINTON
FUTURES FUND, L.P. (US)

     

    EXHIBIT
E

    REQUEST
FOR REDEMPTION

     

    


    
      	
              To: 

            	
              Winton
      Futures Fund, L.P. (US) c/o APM Funds

              1200 Prospect Street, Suite 400

              La
      Jolla, CA 92037

            


    

     

     

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

     

    
    

     

    
      	 
	
              Name(s)
      in which Partner’s account is registered

            
	 
	 Street
      Address
	 
	City	 State/Province	 Country	 Postal
      Code
	 	 	 	 
	Effective Date of
      Redemption	 


    

    
       

       

      
      

       

      
        	 SIGNATURE(S) MUST BE IDENTICAL
      TO NAME(S) IN WHICH LIMITED PARTNERSHIP INTEREST IS
      REGISTERED
	 	
                 

                X

              	 	 	
                 

                X

              	 	 
	 	
                Signature
      of limited partner, trustee or authorized officer

              	 	 	
                Signature
      of joint limited partner or assignee

                
                  (IRA
      Custodian)

                

              	 
	 	 	 	 	 	 
	 	 Date of
      Signing	 	 	 	 


      

       

       

    

    
      	
              Ø

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

            


    

     

    
      	
               *
      If you want distribution or redemption payments wired to you, please
      identify that account.

              
                **
      If it is different than the account from which your subscription funds
      were paid, please specify why you want to use it. 

                Please
      note that the Partnership may reject this request if it is not satisfied
      with your reason (see Anti Money Laundering Supplement, Exhibit
      H),

              

            
	
                   Name
      of Financial Institution:

               

            	
                   Routing
      ABA Number—if a Bank:

               

            
	
                   Address
      of Financial Institution:

               

            
	
                   Account
      Name

               

            	
                   Account
      Number

               

            
	
               **
      Specify Reason(s) for Use of This Account

               

            


    

     

     

    
      
        
          
            
              
                 

                
                

                 

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

                        


                

                 

                 

              

            

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

           

        

         

        


         

        


         

        


         

        


         

        


         

        


         

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

                        


                

                 

                 

              

            

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

      

    

    WINTON
FUTURES FUND, L.P. (US)

     

    EXHIBIT
F

    ADDITIONAL
INVESTMENT FORM

     

    
       

      
        	 TO: 	
                Winton
      Futures Fund, L.P. (US)  c/o APM Funds

                1200
      Prospect Street, Suite 400

                La
      Jolla, CA 92037

              	 	
                Accepted
      by APM Funds Authorized Representative

                 

                    _____________________________

              
	 	 	 	 
	 	 	 	 


      

       

    

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

     

    
      
      

       

      
        	 
	
                Name(s)
      in which limited partnership interest is
registered

              
	 
	Address 	City	 State/Province	 Country	 Postal
      Code
	 
	Social Security or
      Tax I.D. #
	 
	Investment
      Broker/ Firm


      

      
         

      

    

    
       

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


      

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

    

     

     

    
       

      
      

       

      
        	 SIGNATURE(S) MUST BE IDENTICAL
      TO NAME(S) IN WHICH LIMITED PARTNERSHIP INTEREST IS
      REGISTERED
	 	
                 

                      

              	 
	 	 Print  Name
      of Limited Partner	 
	 	
                 

              	 	 	
                
                   

                

              	 
	 	
                Individual
      Signature

              	 	 	Date	 
	 	 	 
	 	 Printed Name
      and Title of Signatory/ IRA Custodian or Trustee	 
	 	 	 	 	 	 
	 	 Entity
      Signature	 	 	Date	 


      

       

    

     

    


    
      	
               
      

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

            


    

     

    
      	
               FUNDING
      INSTRUCTIONS:

            	
              Checks should be made payable
      to: Winton Futures Fund, L.P. (US)

            
	 	 
	
               

            	
              Wire transfers* should be
      directed to:

              Wilmington
      Trust Company  ABA #031 100 092

              For
      credit to: Winton Futures Fund, L.P. A/C # 2919-0046

              By
      order of:                                                                                        

                          
      (name of remitter)

               

            
	
              If subscription payment is by
      wire transfer, please identify the bank or other financial
      institution from which the subscription funds will be wired (See Anti
      Money Laundering Supplement, Exhibit H)

               

               

            


    

    


    


    
      
        
          
            
               

              
              

               

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

                      


              

               

               

            

          

           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

         

      

       

      


       

      


       

      


       

      


       

      


       

      


       

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

                      


              

               

               

            

          

           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    WINTON
FUTURES FUND, L.P. (US)

     

    EXHIBIT
G

    PRIVACY
NOTICE

     

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

            


    

    


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

     

    INFORMATION
WE COLLECT

     

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

     

    
      	
              1.

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

            


    

     

    
      	
              2.

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

            


    

     

    
      	
              3.

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

            


    

     

    DISCLOSURE
OF YOUR INFORMATION

     

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

     

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

     

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

     

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

     

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

     

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

     

    CONFIDENTIALITY
AND SECURITY

     

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

     

    


    
      
        
          
            
               

              
              

               

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

                      


              

               

               

            

          

           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

         

      

       

      


       

      


       

      


       

      


       

      


       

      


       

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

                      


              

               

               

            

          

           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    WINTON
FUTURES FUND, L.P. (US)

     

    EXHIBIT
H

    ANTI
MONEY LAUNDERING SUPPLEMENT

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

    
       

      
        
          
            
               

              
              

               

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

                      


              

               

               

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    (v)           Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

     

    
       

      
        
          
            
               

              
              

               

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