efc8-1069_emailex41.htm


     

    Exhibit
4.1

    
 

    EXHIBIT
A

    


    FIRST
AMENDED

    AGREEMENT
OF LIMITED PARTNERSHIP

    


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

     

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

     

    1.            
Formation and Name.

     

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

     

    2.            
Principal Office.

     

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

     

    3.            
Business.

     

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

     

     

     

     

     

      
        
           


        

        
           


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

                  


          

        

        
           


        

      



    4.            
Term, Dissolution and Fiscal Year.

     

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

    
    

     

    
      	 	(i) 	December 31,
      2035; 


    

     

    
    

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


    

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


    

     

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


    

     

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


    

     

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

     

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

     

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

     

    5.            
Net Worth of General Partner.

     

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

     

    6.            
Capital Contributions and Interests of Limited Partnership
Interest.

     

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

     

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

     

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

    

     

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

     

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

     

    7.            
Allocation of Profits and Losses.

     

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

      
         

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


        

      

    

     

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


    

     

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

	requiring such
adjustment. 


    

              

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

    

     

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

            


    

     

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

              


      

    

     

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

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

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

     

    (e)           Allocation of Net
Profits and Net Losses.

     

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

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


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

     

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

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

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

     

    8.            
Management of the Partnership.

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

     

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

     

    
      9.               Audits
and Reports to Limited Partners.

    

     

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

     

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

     

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

     

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

     

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

     

    
      10.            
Assignability
of Interests; Redemption of Interests.

    

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

     

    
       

       

    

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

    11.           Offering
of Interests of Limited Partnership Interest.

     

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

     

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

     

    12.           Admission
of Additional Partners.

     

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

     

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

     

    
      13.           Special
Power of Attorney.

    

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    14.           Withdrawal
of a Partner.

     

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

     

    15.           No
Personal Liability for Return of Capital.

     

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

     

    16.           Indemnification.

     

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

     

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

     

    
      
        
        

      

      
        
        

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

                


        

      

      
        
        

      

    

    
 

    17.           Amendments;
Meetings.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

    
       

       

    

    
      
        
        

      

      
        
        

        
          
          

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

                  


          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    (ii) 
the
Partnership may be dissolved;

     

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

     

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

     

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

     

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

     

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

     

    18.           Governing
Law.

     

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

     

     

     

     

     

     

     

    
       

      
        
          
          

        

        
          
          

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

                  


          

        

        
          
          

        

      

       

       

    

    19.           Miscellaneous.

     

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

     

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

     

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

     

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

    


    


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

    


    


    GENERAL
PARTNER:                                                                           LIMITED
PARTNER:

    


    Altegris
Portfolio Management, Inc.

    


    


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

               Robert
J. Amedeo, Vice
President                                                        Jon
Sundt

    
 

     

     

     

     

     

    
       

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