efc8-1069_emailex104.htm


    Exhibit 10.4

    
 


    WINTON
FUTURES FUND, L.P. (US)

     

    A
Colorado Limited Partnership

     

    Limited
Partnership Interests

    


    


    SELLING
AGENCY AGREEMENT

    


    


    Dated as
of ______________, 2008

    


    ___________________________

    ___________________________

    ___________________________

    ___________________________

    


    Ladies
and Gentlemen:

     

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

    


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

    


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

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           1

        
          

        

      

      
        
        

      

    

     

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

    

    


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

    


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

    


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

    


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

    


    1.2.4.    assisting
the Fund in processing redemption requests from Selling Agent Investors;
and

    


    1.2.5.    performing
such additional investor services as may for time to time arise with Selling
Agent Investors.

    


    Your
obligation to provide the ongoing Investor Relations Services described herein
shall (i) during the term of this Agreement extend only to Suitable Investors
and Selling Agent Investors solicited by you pursuant to this Agreement (and not
to any other persons) and (ii) upon termination of this Agreement, shall
continue only with respect to Selling Agent Investors for so long as any of them
remain limited partners of the Fund.

     

    1.3.    Subscriptions.

     

    1.3.1.    Solicitation
Procedures.  You or a person acting on your behalf shall
furnish to each offeree, concurrently with making an offer to such offeree (and
its purchaser representative, if such a representative has been selected), a
numbered copy of the Memorandum, and shall maintain adequate records of each
person to whom a Memorandum has been delivered.  At the end of each
calendar month, you will send a 

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           2

        
          

        

      

      
        
        

      

    

    report to
the General Partner, which will include such information as the Suitable
Investors’ names, Memorandum numbers and states to which the Memorandum was
delivered. Each person desiring to purchase an Interest in the Offering shall be
required to execute and deliver to the Fund a completed and executed
subscription document, and pay the full amount of the subscription in accordance
with the instructions in the subscription documents.  You shall
transmit a copy of each Selling Agent Investor’s (or Suitable Investor’s, as
appropriate) original subscription document received by you to the Fund at the
address listed in the subscription documents as soon as received.

     

     

    1.3.2.    Acceptance Standards and
Procedures.  The Fund will not consider any proposed
subscription by a Suitable Investor or a Selling Agent Investor (as appropriate)
until its or his subscription documents have been completed, signed and
delivered.  After receipt of the subscription documents, the Fund will
determine whether it wishes to accept the offered subscription.  The
date on which an investor is accepted in to the Fund as a limited partner being
the “Investment
Date.”  Subscriptions for Interests will be accepted only from
subscribers that meet the investor suitability standards set forth in the
Memorandum.  The minimum initial required purchase by any subscriber
shall be $25,000 for Class A Interests and Class B, and $1,500,000 for
Institutional Interests unless the Suitable Investor otherwise meets the
criteria set forth in the Memorandum, plus any applicable selling commission. If
there is a conflict regarding a Suitable Investor due to a prior solicitation by
another selling agent, the General Partner shall promptly notify the Selling
Agent and use reasonable business efforts to reconcile the conflict. The General
Partner shall determine in its sole but reasonable discretion whether the
Selling Agent’s efforts resulted in the investment into the Fund being made and
therefore whether a prospective or existing limited partner is a Selling Agent
Investor pursuant to this Agreement, or is attributable to a selling agent other
than the Selling Agent.

     

    1.3.3.    Rejection.  Any
subscription may be rejected in whole or in part by the Fund, provided that the
Fund must notify the Selling Agent of its rejection of any subscription within
five (5) days of receipt of completed subscription documents.  Should
the Fund determine to reject a subscription, the Fund will promptly return the
subscription documents and the funds previously received from the person whose
subscription was rejected directly to the prospective purchaser.

     

    1.4.   Due Diligence.  You
agree to conduct your own investigation and not to recommend any prospective
investors to the Fund unless you determine that all material facts upon which
each Suitable Investor or Selling Agent Investor (as appropriate) might rely in
making his or its investment decision have been accurately and adequately
disclosed in the Memorandum to the extent you deem necessary and that each
Suitable Investor meets the suitability requirements set forth in the
Memorandum. You further acknowledge receipt of the Memorandum and will use the
Memorandum and other documents provided to you by the Fund only for solicitation
purposes in soliciting investors in the Fund.  You have read the
Memorandum and will not make any representations not set forth in the
Memorandum, or other materials regarding the Fund that are approved by the
General Partner for your use in soliciting Suitable Investors or Selling Agent
Investors (as appropriate).  You will return any undistributed copies
of the 

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           3

        
          

        

      

      
        
        

      

    

     

    Memorandum
to the Fund at the end of the term of this Agreement or as sooner requested by
the Fund.  This Section 1.4 does not relieve the Fund of its
independent obligation to ascertain the suitability of Selling Agent
Investors.  You will not alter any Fund documents without our consent
and will not prepare any other materials concerning the Fund without first
sending them to us for our review and approval.

     

    1.5.    Compensation to the Selling
Agent.

     

    1.5.1.    Fees and
Expenses.  In full compensation for your services described
herein, with respect to each Selling Agent Investor introduced and procured by
your efforts hereunder, the Fund and/or the General Partner, as applicable,
shall pay you the fees as set forth in Exhibit A (the “Fees”) attached
hereto.  The Fund will pay all costs and expenses of the Fund relating
to counsel, accountants for the Fund and the costs of preparing the
Memorandum.  You shall not be responsible for any expense of the Fund
or others for any charges or claims related to the Offering, but you shall be
responsible for all expenses incurred by you in connection with your performance
of your duties under this Agreement and neither the Fund nor the General Partner
shall have an obligation to reimburse you for any such expenses.

     

    1.5.2.    Payment of the
Fees.  Payment of the Fees to you is subject to the following
conditions:

     

    (a)           
Amounts will be payable to you only with respect to Interests owned by Selling
Agent Investors.

     

    (b)           The
General Partner shall determine in its sole but reasonable discretion whether
your efforts resulted in the investment into the Fund being made and therefore
whether a limited partner is a Selling Agent Investor.

     

    (c)           
No selling commissions will be paid from the proceeds of sales of Interests and
no Fees or any other payments shall be due to you for introductions or purchases
other than those specifically described herein.  You agree that with
respect to the services you will perform for the Fund hereunder you shall have
no right to seek and will not seek payment of any fee (including, but not
limited to, consulting, management, incentive or advisory) from any person or
entity other than the Fund or the General Partner.

     

    (d)    If any
registered representative of the Selling Agent becomes employed by another
appropriately registered firm (the “Transferee Firm”), and the
Selling Agent Investors introduced to the Fund by the registered
representative  (“Registered Representative
Investors”) become clients of the Transferee Firm, the Selling Agent
assigns, without the need for further documentation, its right to receive the
Fees attributable to Registered Representative Investors to the Transferee
Firm.

     

    
      	
              Section
      2.  

            	
              Representations
      and Warranties of the Fund and the General
  Partner.

            


    

     

    (a)           The
Fund and/or the General Partner, as applicable, represent and warrant to you, as
specifically set out below, the following:

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           4

        
          

        

      

      
        
        

      

    

     

    2.1.           Power and Authority of the
Fund.  The Fund has been duly organized and is validly existing
and in good standing under the laws of the state of its formation, with full
power and authority to conduct business as described in the
Memorandum.  The Fund has, and on each Investment Date will have, full
power and authority to conduct its business as described in the Memorandum. The
Fund is, and at each Investment Date will be, duly licensed or qualified to do
business and in good standing in the state of its formation.  Except
as disclosed in the Memorandum, the Fund has, and on each Investment Date will
have: (i) all governmental licenses, permits, consents, orders, approvals and
other authorizations necessary to carry on its business as contemplated in the
Memorandum the absence of which would have a material adverse effect on the
business, prospects or financial condition of the Fund; (ii) complied in all
material respects with all laws, regulations and orders applicable to it or its
business; and (iii) performed all of its material obligations required to be
performed by it, and is not, and on each Investment Date will not be, in
default, under any indenture, mortgage, deed of trust, voting trust agreement,
loan agreement, bond, debenture, note, agreement, lease contract, loan
agreement, lease, contract or other agreement or instrument (collectively, a
“Contract or Other
Agreement”) to which it is a party or by which its property is bound or
affected.

     

    2.1.1.    Validity of Issuance of
Securities.  The outstanding Interests have been, and the
Interests to be issued and sold by the Fund pursuant to the Offering, upon such
issuance will be, when paid for as provided herein and in the Memorandum, duly
authorized, validly issued, fully paid and non-assessable, and will not be
subject to any preemptive or similar rights.  The description of the
Interests in the Memorandum is, and on each Investment Date will be, complete
and accurate in all material respects. Subscribers for the Interests shall have
no liability in excess of their respective capital contributions other than as
required or permitted by applicable law.

     

    2.1.2.    Adequacy of the
Memorandum.  The Fund has or will have prepared and delivered
to you the Memorandum.  The Memorandum and any other written materials
provided to the Selling Agent by the Fund or the General Partner do not, to the
best of the General Partner’s knowledge, and on any Investment Date will not,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.  There are no material Contracts or Other agreements
to which the Fund is a party which have not been described in the
Memorandum.  All such
Contracts or Other Agreements to which the Fund is a party have been duly
authorized, executed and delivered by the Fund, constitute valid and binding
agreements of the Fund and are enforceable against the Fund in accordance with
the terms thereof.

     

    2.2.   Power and Authority of General
Partner.  The General Partner has been duly organized and is
validly existing and in good standing under the laws of the state of its
formation, with full power and authority to conduct business and enter into this
Agreement.  The General Partner has obtained and filed any necessary
consent, approval, authorization or order necessary, under any “Laws,” which is
required for the performance of the General Partner’s obligations or business in
relation to this Agreement other than with respect to the consents, approvals,
authorizations or orders the 

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           5

        
          

        

      

      
        
        

      

    

     

    absence
of which would not cause a material adverse effect on the business, prospects or
financial condition of the General Partner.  All such required
consents, authorizations, approvals or orders shall, to the extent necessary,
remain in full force and effect during the term of this
Agreement.  “Laws” when used as a defined
term in this Agreement shall mean all statutes, laws, rules, regulations,
requirements, ordinances, injunctions, writs, decrees and court orders of any
governmental authority, including but not limited to any U.S. federal or state
law related to securities or investment advice, or fraudulent or felonious
conduct, or any rule or regulation promulgated pursuant to such
Laws.

     

    2.3.   Due Authorization and Enforceability
of this Agreement.  This Agreement has been duly and validly
authorized, executed and delivered by or on behalf of the Fund and the General
Partner and constitutes the valid, binding and enforceable agreement of the Fund
and the General Partner, except to the extent that (i) the enforceability of
this Agreement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally or by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and (ii) the indemnification
provisions of this Agreement may be held to violate public policy (under either
state or federal law) in the context of the offer or sale of
securities.

     

    2.4.   No Material Adverse
Change.  Except as may be disclosed in the Memorandum (as
supplemented from time to time), or as the Fund or the General Partner may
otherwise disclose to you from time to time after the date of this Agreement,
(i) there has not been any material adverse change in the capitalization of the
Fund or the General Partner, or in the business, properties, business prospects,
condition (financial or otherwise) or results of operations of the Fund or
General Partner, arising for any reason whatsoever other than in the ordinary
course of business and (ii) the Fund and the General Partner have not incurred
any material liabilities or obligations, direct or contingent.

     

    2.5.   Absence of Legal or Contractual
Conflicts.  The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, will
not result in: (a) the creation or imposition of any lien, charge or encumbrance
upon any of the assets of the Fund or the General Partner pursuant to the terms
or provisions of any Contract or Other Agreement; (b) a breach, violation or
default under (or the triggering of any termination or acceleration rights
under) any of the terms or provisions of the organizational documents of the
Fund or General Partner, or of any Contract or Other Agreement to which the Fund
or General Partner is a party or by which the Fund, the General Partner or any
of their respective properties is bound or affected; or  (c) a
violation of any Laws applicable to the business or properties of the Fund or
General Partner.

     

    2.6.   Governmental
Consents.  No consent, approval, authorization or order of any
court or governmental agency or body has been obtained or is required for the
performance of this Agreement and the consummation of the transactions
contemplated in this Agreement by the Fund or the General Partner, except for
any such approvals or 

    
      
        
        

      

      
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    authorizations disclosed in the Memorandum or which have or in the
future will be obtained as required under any applicable state securities laws
(“Blue Sky” laws).

     

    2.7.   Pending or Threatened
Claims.  Except as may be described in the Memorandum or that
has otherwise been disclosed to you in writing, and to the best of the General
Partner’s and Fund’s knowledge, there is not pending, threatened or contemplated
any actions, suits or proceedings (i) before or by any federal, state or local
court, commission, regulatory body, administrative agency or other governmental
body against the Fund, the General Partner, or their respective officers or
other principals in their capacities as such, or (ii) as a result of any default
in the due performance and observance of any material obligation, term, covenant
or condition of any Contract or Other Agreement to which the Fund or General
Partner is a party or by which the Fund, the General Partner or any of their
respective properties is bound or affected, that might result in any material
adverse change in the condition (financial or otherwise), earnings, affairs
assets or business or prospects of the Fund or the General Partner.

     

    Section
3. Covenants
of the General Partner and the Fund.

     

    The Fund
and/or the General Partner, as applicable, covenant with you as
follows:

     

    3.1.   Amendment of
Memorandum.  Upon the occurrence of any event that would cause
the Memorandum, during the Offering, to include an untrue statement of a
material fact or to omit to state a material fact necessary to make the
statements therein not misleading, the Fund and/or General Partner will promptly
notify you of the event and promptly prepare and furnish to you such number of
copies as you may request of an amended or supplemented Memorandum that shall
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not
misleading.

     

    3.2.   Compliance with Securities
Laws.  The Fund will cause the sale of the Interests to take
place in a manner that will permit reliance upon Regulation D promulgated under
the Securities Act and will file the required Form D in a timely
fashion.  The Fund will cause its counsel to file on its behalf such
notices and consents to service of process as are necessary to conduct the
Offering under the securities or Blue Sky laws of states in which the Fund is
offered.

     

    3.3.   Reports and Other
Information.  The Fund will, as long as any Interests may
remain outstanding, furnish directly to you, upon request, one copy of each
report furnished to Selling Agent Investors.

     

    3.4    Limited Liability and Fund
Status.  The Fund will take all steps necessary to preserve, to
the extent possible, the limited liability of the Selling Agent Investors and
the Fund’s status as a limited partnership.

    


    3.5            Notification of
Changes.  The General Partner and/or the Fund will notify you
promptly of any material change to any of the representations, warranties,
covenants 

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           7

        
          

        

      

      
        
        

      

    

     

    or
agreements of the Fund or the General Partner contained herein during the term
of this Agreement.

     

    3.6            General
Covenants.    The General Partner covenants that it
will at all times be in compliance with all Laws (as defined above) the
non-compliance with which will result in a material adverse effect on the
General Partner’s business, financial conditions or operations.  The
General Partner covenants that it will manage the Fund’s business in accordance
with the terms of the Memorandum.  The General Partner shall inform
the Selling Agent of the initiation of any investigation, claim or inquiry of
any governmental or self-regulatory organization related to the Fund, the
General Partner or their affiliates, or of any lawsuit of any party against the
Fund, the General Partner or their affiliates, promptly upon the General Partner
having notice of such a matter. The term “affiliate” shall mean the broadest
definition of affiliate contained in federal or state securities
laws.

     

    3.7           Confidentiality.  Except
as required by applicable Laws or legal process or pursuant to any legal,
regulatory or self-regulatory requests for information or documents, the General
Partner and the Fund agree to comply with all applicable Laws relating to the
privacy of personal financial information of Suitable Investors and Selling
Agents Investors under this Agreement (e.g., as imposed by the
Gramm-Leach-Bliley Act of 1999 and enforced by various federal regulatory
agencies, or under applicable state personal financial privacy
regulations).

     

    Section
4. Representations
and Warranties of the Selling Agent.

     

    You
hereby represent, warrant and agree with the Fund and the General Partner for
their benefit that:

     

        4.1.   Entity Power and
Authority.  You have been duly organized and validly existing
as an entity under the laws of your state of organization, with all requisite
power and authority to conduct your business and to perform the obligations
contemplated herein.

     

    4.2.   Due Authorization and Enforceability
of This Agreement.  This Agreement has been duly and validly
authorized, executed and delivered by you or on your behalf and constitutes your
valid, binding and enforceable agreement, except to the extent that (i) the
enforceability of this Agreement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), and (ii) the
indemnification provisions of this Agreement may be held to violate public
policy (under either state or federal law) in the context of the offer or sale
of securities.

     

    4.3.   Absence of Legal or Contractual
Conflicts.  Your execution and delivery of this Agreement, and
the performance of your obligations hereunder, will not result in a violation
of, be in conflict with or constitute a default under any agreement or
instrument to which you are a party or by which you or your properties are
bound, or any 

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           8

        
          

        

      

      
        
        

      

    

     

    judgment,
decree, order or, to your knowledge, any statute, rule or regulation applicable
to you.  Except as it has otherwise been disclosed to the Fund, there
are no actions, suits or proceedings pending or, to your knowledge, threatened
against or affecting you or your officers or directors in their capacity as
such, before or by any court, commission, regulatory body, administrative agency
or other governmental body, domestic or foreign, wherein an unfavorable ruling,
decision or finding might materially and adversely affect you or your business,
properties, business prospects, condition (financial or otherwise) or results of
operations taken as a whole.

     

    4.4.   Broker-Dealer and Other
Qualifications.  You are (and will continue to be at all times
during the term of this Agreement) registered as a broker-dealer in good
standing with the SEC and a member in good standing of FINRA and agree to abide
by the Rules of Fair Practice of such association.  You are properly
registered or licensed in good standing as a broker or dealer under applicable
laws and regulations, including applicable state “Blue Sky”
laws.  You, your affiliates, and your or their officers and directors
(or any other person serving in a similar capacity) have not taken or failed to
take any act, and are not subject to any order or proceedings, that would make
unavailable any limited offering exemption from registration or qualification
requirements of state securities laws.  You are, and at each
Investment Date will be, duly licensed or qualified to do business and in good
standing as a foreign business enterprise in all jurisdictions in which the
nature of the activities conducted by it or the character of the assets owned or
leased by it makes such licensing or qualification necessary, except to the
extent that the failure to be so licensed or qualified does or will not have a
material adverse effect on the business or operations of you or the
Fund.

     

    4.5.   Statutory
Disqualifications.  You hereby represent that you are not in
violation of any “Bad Boy” provisions of any state, and no other issuer of
privately placed securities has declined or refused to accept the you as a
selling agent of such issuer's securities in connection with any conviction,
order, judgment or decree.  Specifically, that you (i) within the last
five years, have not filed a registration statement that is subject to a
currently effective registration stop order entered by any state securities
administrator or the SEC, (ii) within the last five years, have not been
convicted of any criminal offense in connection with the offer, purchase or sale
of any security, or involving fraud or deceit, (iii) are not currently subject
to any state or federal administrative enforcement order or judgment, entered
within the last five years, finding fraud or deceit in connection with the
purchase or sale of any security, or (iv) are not currently subject to any
order, judgment or decree of any court of competent jurisdiction, entered within
the last five years, temporarily, preliminarily or permanently restraining or
enjoining you from engaging in or continuing to engage in any conduct or
practice involving fraud or deceit in connection with the purchase or sale of
any security.

     

    Section
5. Covenants
of the Selling Agent.

     

    You
covenant with the Fund as follows:

    


    5.1           Conduct of
Solicitation.  You or a person acting on your behalf will cause
each Suitable Investor to complete and execute subscription documents in order
to 

     

     

    
      
        
        

      

      
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Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                           9

        
          

        

      

      
        
        

      

    

     

    enable
the Fund to determine whether such person is qualified to acquire
Interests.  You will not execute any subscription documents for any
person and will not invest in the Interests through any person’s discretionary
trading account without the written approval of such person.  You will
abide by, and take reasonable precautions to insure compliance with, all
provisions contained in the Memorandum and this Agreement regulating the terms
and manner of conducting the Offering.  You further agree to the
following; (i) you will use no materials except the Memorandum and other
documents approved in writing by General Partner, (ii) you will not make any
representations to prospective investors not set forth in the Memorandum, and
(iii) you will inform all Suitable Investors of all pertinent facts relating to
the Fund risks, liquidity and marketability of their investment as set forth in
the Memorandum.

     

    5.2           Compliance with Federal and State
Securities Laws and Other Applicable Laws.  With respect to all
persons solicited by you under this Agreement, you will comply with all
applicable laws of the jurisdiction in which any offer or sale is
made.  You will offer the Interests in a private manner in compliance
with all applicable requirements of the Securities Act and the rules and
regulations promulgated thereunder, including Regulation D.  You and
any person acting on your behalf will make offers of the Interests only to
persons whom you and your employees have reasonable grounds to believe and do
believe (i) have such knowledge and experience in business and financial matters
(either alone or together with a purchaser representative) that they are capable
of evaluating the merits and risks of the prospective investment and of
protecting their own interests in connection with the transaction and (ii) meet
the investor suitability requirements contained in the
Memorandum.  You and any person acting on your behalf will cooperate
with the Fund so that the Interests are sold only to “accredited investors” as
such term is defined in Rule 501 of Regulation D and you employees will exercise
reasonable care to ensure that a purchaser is not an underwriter within the
meaning of Section 2(11) of the Securities Act.  You will comply with
all applicable requirements of any “Blue Sky” laws or rules or regulations
promulgated by states thereunder and will not offer or sell any of the Interests
except in compliance with such laws, or as preempted under Section 18(b)(4)(D)
of the Securities Act, added by the National Securities Markets Improvement Act
of 1996.  With respect to any state that limits the number of offers
and sales that may be made, you shall limit the number of offers and sales of
Interests as the Fund or the General Partner may advise you from time to
time.

     

    


    5.3           Confidentiality.  Except
as required by applicable Laws or legal process or pursuant to any legal,
regulatory or self-regulatory requests for information or documents, you agree
to comply with all applicable Laws relating to the privacy of personal financial
information of Suitable Investors and Selling Agents Investors under this
Agreement (e.g., Regulation S-P, other applicable regulations imposed by the
Gramm-Leach-Bliley Act of 1999 and enforced by various federal regulatory
agencies, or applicable state personal financial privacy regulations). You will
obtain each Selling Agent Investor’s prior written consent to have statements,
reports and other documentation on their Interests in the Fund submitted to
you.

     

     

    
      
        
        

      

      
        Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          10

        
          

        

      

      
        
        

      

    

    


    5.4           Notification of
Changes.  You will notify the Fund promptly of any change
having or which is likely to have a material adverse effect relating to any of
your representations, warranties, covenants or agreements contained herein that
occurs at any time during the term of this Agreement.

    


    5.5           Anti-Money Laundering
(AML).  You hereby certify that: (i) you are required to establish
an anti-money laundering program, which satisfies the requirements of Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) (ii) you
have developed, implemented, and will maintain such an anti-money laundering
program, including a customer identification program consistent with the rules
under sec. 326 of the USA Patriot Act, and will comply with all applicable laws
and regulations designed to guard against money laundering activities set out in
such program (iii) you will cooperate with the General Partner and deliver
information reasonably requested by the General Partner concerning Selling Agent
Investors as necessary for the General Partner or the Fund to comply with the
USA Patriot Act or any applicable federal and regulatory obligations; and (iv)
you will notify the General Partner, in writing, if it is found, by its
Compliance Officer, independent anti-money laundering auditor, or any Federal,
state, or self-regulatory agencies, to be in violation of the USA Patriot Act or
any applicable federal and regulatory obligations, or your anti-money laundering
program. You further represent that the covenants and certifications of this
Section 5.5 will apply equally with respect to each Selling Agent Investor found
and referred to the Fund pursuant to this Agreement, whether directly referred
to the Fund by you or indirectly referred to the Fund by you through an
affiliated registered investment adviser, or a non-affiliated registered
investment adviser with which a registered representative of yours is an
associated person.

    


    5.6           Recordkeeping and Business
Continuity.  You will maintain copies of all records relating
to Selling Agent Investors including, but not limited to, copies of subscription
documents, AML documentation and all Know Your Client (KYC)
records.  In the event that the General Partner or Fund experiences a
business disruption and/or loss of records, you also agree to assist the General
Partner and the Fund in servicing Selling Agent Investors during the disruption,
and in the duplication of records.

     

    Section
6. Indemnification.

     

       
6.1.   By the Fund.  The
Fund agrees to indemnify and hold harmless you and each person, if any, who
controls you within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which you or such
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon facts which would constitute a breach by
the Fund of any warranty, representation, covenant or agreement in this
Agreement.

     

    6.2.   By the Selling
Agent.  You will indemnify and hold harmless the Fund and the
General Partner and each other person who controls the Fund or the General
Partner within the meaning of the Securities Act, against any losses, claims,
damages or 

     

     

    
      
        
        

      

      
        Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          11

        
          

        

      

      
        
        

      

    

     

    liabilities,
joint or several, to which the Fund, the General Partner or such other
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon facts which would constitute a breach by
you of any warranty, representation, covenant or agreement in this
Agreement.

     

    6.3.   Notification.  Promptly
after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section
6.  In case any such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

     

    Section
7. Termination
of This Agreement.

    


    7.1           Termination.  This
Agreement shall terminate upon written notice by the General Partner, the Fund
or the Selling Agent, provided that any Fees earned through the date of
termination shall be paid promptly following the date of termination (unless
such payment violates any applicable law).  Subsequent to termination
of this Agreement: (i) the Selling Agent’s obligation to perform the Investor
Relations Services described in Section 1.2 hereof shall survive such
termination of this Agreement for so long as any Selling Agent Investor remains
a limited partner of the Fund; and (ii) the obligation of the Fund and/or
General Partner, as applicable, to pay Fees shall survive termination and the
Selling Agent will continue to be paid Fees with respect to each Selling Agent
Investor that remains a limited partner of the Fund, but only if (a) the
termination is not based on the Selling Agent’s breach of its obligations under
this Agreement and (b) there is no entry of any order or decree by any court or
self regulatory body effectively prohibiting or enjoining the payment of Fees to
the Selling Agent for the performance of its obligations under this
Agreement.

     

    7.2.   Liability of
Parties.  All representations, warranties and indemnification
agreements contained in this Agreement shall remain operative and in full force
and effect to the extent applicable, regardless of any termination pursuant to
Section 7.1, and shall survive the final Investment Date, as shall all
restrictions concerning the confidentiality of client and Fund-related
information set forth in Section 5.5 hereof.

     

    Section
8. Miscellaneous
Provisions.

     

     

    
      
        
        

      

      
        Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          12

        
          

        

      

      
        
        

      

    

     

     

    8.1.    Notices.  All
notices provided for by this Agreement shall be made in writing to the parties
thereunto entitled either (i) by personal or in-hand delivery of the notice or
(ii) by e-mail with electronic confirmation of delivery or (iii) by United
States mail (certified or registered mail, return receipt requested) or
overnight courier delivery (with authorized signature required upon delivery) of
the notice to the address as stated above for you, or as stated in the
Memorandum for the Fund or the General Partner (or at such other address as may
have been designated by written notice).  The notice shall be deemed
to have been received:  (a) if by personal or in-hand delivery, on the
date of its actual receipt by the party entitled thereto; (b) by e-mail, on the
date the e-mail was sent; (c) if by United States mail, two (2) days after the
date of deposit in the United States mail; or (d) if by overnight courier
delivery, one (1) day after the date of deposit with the courier
service.

     

     

    8.2.    Parties.  This
Agreement shall inure to the benefit of and be binding upon you, the Fund, the
General Partner and each of your, the Fund’s and the General Partner’s
respective successors and legal representatives.  Except as otherwise
set forth in this Section, nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provision
herein contained.  No purchaser of Interests will be deemed a
successor because of such purchase.  You may not assign any benefit
nor delegate any duty under this Agreement without the prior written consent of
the General Partner.

     

    8.3.    Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to its conflicts of laws
provisions.

     

    8.4.    Arbitration. The parties waive
their right to seek remedies in court, including the right to jury
trial.  Any dispute arising out of, or relating to, this Agreement or
the breach thereof (other than Sections 3.7 and 5.5 hereof), or regarding the
interpretation thereof, shall be resolved exclusively by arbitration conducted
in the state of California and the city of San Diego in accordance with the
rules of JAMS/The Resolution Experts (“JAMS”) applying the laws of
California.  Other than as stated below with respect to a breach of
Sections 3.7 and 5.5 hereof, disputes shall not be resolved in any other forum
or venue.  The parties agree that such arbitration shall be conducted
by a retired judge who is experienced in resolving disputes regarding the
securities business, that discovery shall not be permitted except as required by
the rules of JAMS, that the arbitration award shall not include factual findings
or conclusions of law and that no punitive damages shall be
awarded.  The parties understand that any party’s right to appeal or
to seek modification of any ruling or award of the arbitrator is severely
limited.  Any award rendered by the arbitrator shall be final and
binding, and judgment may be entered on it in any court of competent
jurisdiction.  The parties agree that money damages would be an
inadequate remedy for a breach of Sections 3.7 or 5.5 hereof and in the event of
a breach or threatened breach of Sections 3.7 or 5.5 hereof, the parties or
their successors or assigns may, in addition to other rights and remedies
existing in their favor, apply for specific performance and/or injunctive or
other relief in 

     

     

    
      
        
        

      

      
        Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          13

        
          

        

      

      
        
        

      

    

     

    order to
enforce, or prevent any violations of, such provisions, without posting a bond
or other security.

     

    8.5.    Multiple
Counterparts.  This Agreement may be executed in a number of
identical counterparts, each of which shall be deemed to be an original, but all
of which constitute, collectively, one and the same Agreement; but in making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.

     

    8.6.    Modification or
Amendment.  This Agreement may not be modified or amended
except by written agreement executed by the parties hereto.

     

    8.7.    Other
Instruments.  The parties hereto covenant and agree that they
will execute such other and further instruments and documents as are or may
become necessary or convenient to effectuate and carry out this
Agreement.

     

    8.8.    Validity.  Should
any portion of this Agreement be declared invalid and unenforceable, then such
portion shall be deemed to be severable from this Agreement and shall not affect
the remainder of this Agreement.

     

    8.9.    Captions.  The
captions used in this Agreement are for convenience only and shall not be
construed in interpreting this Agreement.

     

    8.10.   Entire
Agreement.  This Agreement contains the entire understanding
between the parties and supersedes any prior understandings or written or oral
agreements between them respecting the subject matter hereof.

     

    8.11.    Facsimile.  Any
facsimile signature of this Agreement or any other document by any person or
entity relating to this Agreement will constitute the legal, valid, and binding
execution of this Agreement or such other document by such person or
entity.

    


    
      
        
           


        

        
          Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          14

          
            

          

        

        
           


        

      

    

    


    If the
foregoing is in accordance with our agreement, please sign and return to us a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement among you and the Fund in accordance with its
terms.

     

    Very
truly yours,

     

    
      
        	 	WINTON FUTURES FUND, L.P. (US)
      

                By:
      its
      General
      Partner,
      Altegris
      Portfolio
Management,
      Inc.

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	 	 
	 	 Name:	 	 
	 	 	 	 
	 	 Title:	 	 


      

    

     

    
       

      
        
          	 	
                  ALTEGRIS
      PORTFOLIO MANAGEMENT, INC.

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	 	 
	 	 Name:	 	 
	 	 	 	 
	 	 Title:	 	 


        

      

       

      
        
           

          
            
              	 	
                       

                    	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	 	 
	 	 Name:	 	 
	 	 	 	 
	 	 Title:	 	 


            

          

        

      

    

    


    
      
        
           


        

        
          Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          15

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    


    


    In
consideration of the Selling Agent and its employees performing the obligations
under this Agreement, and within 30 days after receipt by the Fund or the
General Partner, the Selling Agent shall be paid the following
compensation:

    


    With
respect to Class A, Class B and Institutional Interests, an amount equal to the
selling commission as and to the extent charged to a Selling Agent Investor
(which may be any percentage of the Net Asset Value per Interest up to 3% with
respect to each Interest sold to a Selling Agent Investor at such
closing).

    


    With respect to Class A Interests, and
in further consideration of the Selling Agent and its employees' performing the
obligations under this Agreement, the Fund shall pay the Selling Agent
continuing compensation equal to 0.166% (2% annually) of the Fund’s month-end
net asset value of the Class A capital account balance of each Selling Agent
Investor outstanding at month end.

    


    With
respect to Class B Interests sold before June 1, 2008, the General Partner shall
pay the Selling Agent an amount up to 0.041% (0.50% annually) of the “management
fee net asset value” (as defined in Memorandum) of the Class B capital account
balance of each Selling Agent Investor outstanding at month end.

    


    With
respect to Institutional Interests, the General Partner shall pay the Selling
Agent an amount up to 0.041% (0.50% annually) of the “management fee net asset
value” (as defined in Memorandum) of the Institutional Interest capital account
balance of each  Selling Agent Investor outstanding at month
end.

    


    


     

    


    
      
        
           


        

        
          Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          16

          
            

          

        

        
           


        

      

    

    


    Exhibit
B

     

    Anti-Money
Laundering

     

    


     

    
      	
              1.  

            	
              The
      Selling Agent has established and implemented policies, procedures and
      internal controls reasonably designed to achieve compliance with the USA
      Patriot Act and the U.S. Bank Secrecy Act the (BSA) and applicable
      regulations adopted to implement the provisions of such laws, including
      policies and procedures that can be reasonably expected to detect and
      cause the reporting of transactions under Section 5318 of the BSA,
      including:

            


    

     

    
      	
              a.  

            	
              Customer
      identification program (CIP), including identification and verification of
      the identity of any person seeking to open a client account, to the extent
      reasonably practicable

            


    

     

    
      	
              b.  

            	
              The
      identification of, and execution of enhanced due diligence on, any unusual
      or suspicious activity or “red flags”, including but not limited to
      unusual or suspicious account activity, unusual concern, hesitancy or
      avoidance in complying with the Selling Agent’s AML procures, questionable
      background including when the customer is from, or has accounts in, a
      country identified as a non-cooperative country or territory by the
      FATF.

            


    

     

    
      	
              c.  

            	
              Maintaining
      records of the information used to verify a person’s identity, including
      name, address and other identifying
information

            


    

     

    
      	
              d.  

            	
              Consulting
      lists maintained by the U.S. Government of sanctioned individuals or
      organizations known or suspected to be associated with drug-trafficking,
      terrorism and other illegal activities, in order to determine whether
      persons seeking to open client accounts appear on any such
      list

            


    

     

    
      	
              e.  

            	
              Designating
      the individual or individuals to be responsible for implementing and
      monitoring those policies, procedures and internal
  controls

            


    

     

    
      	
              f.  

            	
              Provide
      for testing of those policies, procedures and internal control by
      independent personnel or by a qualified outside
  party.

            


    

     

    
      	
              2.  

            	
              To
      best of its knowledge, the Selling Agent’s AML program is compliant with
      all anti-money laundering laws and regulations applicable to the Selling
      Agent based upon the location and scope of its current business
      operations.

            


    

     

     

    
      
        
        

      

      
        Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          17

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.  

            	
              The
      Selling Agent complies with all “Know Your Customer” requirements of
      applicable self-regulatory organizations, as well as the U.S. Department
      of the Treasury’s Office of Foreign Assets Control (OFAC) list of
      specially designated nationals, blocked persons and sanctioned
      governments.

            


    

     

    
      	
              4.  

            	
              The
      Selling Agent will adhere to the policies and procedures in its AML
      program, and will notify the General Partner if we are no longer able to
      abide by such policies or
procedures.

            


    

     

    
      	
              5.  

            	
              The
      Selling Agent agrees to provide information and records related to its
      anti-money laundering policies, procedures and controls and it’s
      compliance with such procedures.

            


    

     

    
      	
              6.  

            	
              The
      Selling Agent will notify the General Partner if you suspect any unusual,
      suspicious, illegal activity or “red flags” associated with a Selling
      Agent Investor, or if it cannot form a reasonable belief as to the true
      identity of an introduced investor (or any beneficial owner thereof), and
      file a suspicious activity report with appropriate regulatory authorities
      if in the General Partner’s sole discretion it determines that suspicious
      circumstances warrant such a
filing.

            


    

     

    
      	
              7.  

            	
              The
      Selling Agent will take every measure possible to ensure the subscription
      moneys paid to the Fund by Selling Agent Investors have been paid from
      accounts of which such Selling Agent Investors are the beneficial owners,
      are not from a bank with no physical place of business (commonly referred
      to as a shell bank) and such subscription moneys are not from a country or
      territory named on the list of high-risk or non-cooperating countries or
      jurisdictions published by the Financial Action Task Force
      (“FATF”).

            


    

     

    
      	
              8.  

            	
              The
      Selling Agent will not, to the best of your knowledge and belief, after
      due inquiry of each Selling Agent Investor, including beneficial owners of
      entities, introduce Selling Agent Investors that are Prohibited Investors
      as outlined in Exhibit H of the Fund’s subscription documents. Prohibited
      Investors include Senior Political Figures, shell banks, specifically
      designated national and blocked persons as identified on the list
      maintained by the Office of Foreign Assets Control, entities organized or
      chartered under the laws of, a jurisdiction that has been identified by
      the US Treasury Department's Financial Crimes Enforcement Network (FinCen)
      under Section 311 or 312 of the USA Patriot Act as warranting special
      measures due to money laundering
concerns.

            


    

     

    
      	
              9.  

            	
              The
      Selling Agent will re-certify annually to the General Partner that it has
      implemented an AML program and will perform (or its agent will perform)
      the specified requirements of the Selling Agent’s CIP and AML
      policies.

            


    

     

     

    
      
        
        

      

      
        Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          18

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              10.  

            	
              The
      Selling Agent represents that it is a financial institution regulated by a
      Federal Functional Regulator (as defined in 103.120(a)(2) of the BSA). The
      Selling Agent acknowledges and understands that the General Partner will
      rely on such representations and warranties in connection with its
      compliance with the USA Patriot Act and The BSA.  The Selling
      Agent agrees to notify the General Partner promptly if any of the above
      representations and warranties ever ceases to be true and correct in any
      respect.

            


    

     

    
      
        	
                11.  

              	
                
                  If the
      Selling Agent has engaged the services of another financial institution in
      connection with fulfilling its duties and obligations which are the
      subject of its representations and warranties set forth herein, the
      Selling Agent hereby represents and warrants that it has obtained
      adequate assurances from such financial institution that enable it to make
      such representations and
      warranties.

                

              


      

       

    

     

    
       

      
        
          
          

        

        
          Selling
Agency Agreement ________________/Winton Futures Fund, L.P. (US)                                                          19