efc8-1069_emailex101.htm


    Exhibit
10.1

     

    WINTON FUTURES FUND, L.P.
(US)

    ADVISORY CONTRACT

     

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

     

    RECITALS

     

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

     

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

     

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

     

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

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    AGREEMENTS

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    3.           Certain Representations and
Warranties.

     

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

     

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

     

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

     

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

     

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

     

    b.           The
General Partner represents and warrants that:

     

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


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    c.           The
Partnership represents and warrants that:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      	
               

            	
              ·

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

            


    

     

    
      	
               

            	
              ·

            	
              less
      brokerage commissions and fees;

            


    

     

    
      	
               

            	
              ·

            	
              less
      interest received by the
Partnership.

            


    

     

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

     

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

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    10.           Indemnity.

     

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

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    
      	WINTON FUTURES FUND, L.P.
      (US) 	 	 	 	 
	 	 	 	 	 
	By:  ROCKWELL
      FUTURES MANAGEMENT, INC. 	 	 	
              WINTON
      CAPITAL MANAGEMENT, LIMITED

            	 
	    Its
      general partner 	 	 	 	 
	 	 	 	 	 
	
              By:

            	/s/  Robert
      Amedeo	 	 	
              By: 

            	/s/ David
      W.  Harding 	 
	
              
                Robert Amedeo,
      President

              

            	 	 	
              
                David W. Harding, Managing
      Director

              

            	 
	
                   

            	
               

            	 	
               

            	 


    

     

    
       

      
        	ROCKWELL
      FUTURES MANAGEMENT, INC. 	 	 	
                 

              	 
	    Its
      general partner 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	/s/ Robert
      Amedeo 	 	 	
                 

              	 
	
                
                  Robert Amedeo,
      President

                

              	 	 	
                
                   

                

              	 
	
                     

              	
                 

              	 	
                 

              	 


      

    

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    WINTON FUTURES FUND, L.P.
(US)

     

    TRADING
AUTHORIZATION

     

    Winton
Capital Management, Limited

    la St.
Mary Abbot’s Place

    London W8
6LS

    United
Kingdom

     

    Gentlemen:

     

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

     

    Very
truly yours,

     

    
      
        
          	WINTON
      FUTURES FUND, L.P. (US)	 	 	
                   

                	 
	 	 	 	 	 
	By:
      Rockwell Futures Management, Inc. 	 	 	 	 
	
                  its General
      Partner 

                	 	 	 	 
	 	 	 	 	 
	
                  By:

                	/s/ Robert J.
      Amedeo 	 	 	
                   

                	 
	
                  
                    Robert J. Amedeo,
      President

                  

                	 	 	
                  
                     

                  

                	 
	
                       

                	
                   

                	 	
                   

                	 


        

      

    

     

    11 

    
      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      WINTON FUTURES FUND, L.P.
(US)

       

      TRADING
AUTHORIZATION

       

      Winton
Capital Management, Limited

      1-5 St.
Mary Abbot’s Place

      London W8
6LS

      United
Kingdom

       

      Gentlemen:

       

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

       

      Very
truly yours,

       

      WINTON
FUTURES FUND, LP.  (US)

       

      By: 
Altegris Portfolio Management, Inc.

             
its General Partner

       

       

      
        	 	 	 	 	 
	
                By: 
      /s/  Robert J. Amedeo

              	 	 	
                 

              	 
	
                      
      Robert J. Amedeo, President

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

       

       

    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
       

       

       

      WINTON
FUTURES FUND, L.P. (US)

      ADVISORY
CONTRACT

      


      


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

      


      


      RECITALS

      


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

      


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

      


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

      


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

      


      AGREEMENTS

      


      The
parties agree:

      


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

      


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

      


      


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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

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

      


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

      


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

      


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

      


      


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

      


      


      


      
        	
                WINTON
      FUTURES FUND, L.P. (US)

              
	
                By:
      Altegris Portfolio Management Inc.

                       Its
      general partner

              	
                WINTON
      CAPITAL MANAGEMENT,

                LIMITED

              
	 
      	 
      
	 
      	 
      
	
                By: 
      /s/ Robert J.
      Amedeo

              	
                By: 
      /s/ Martin
      Hunt

              
	
                       Robert
      J. Amedeo, Vice President

              	                   
      Martin Hunt, Director
	 
      	 
      
	
                 

                Altegris
      Portfolio Management, Inc.

              	 
      
	 
      	 
      
	 
      	 
      
	
                By: 
      /s/ Robert J.
      Amedeo

              	 
      
	
                      
      Robert J. Amedeo, Vice President

              	 
      


      

      


      
        	
                 
      

              	
                 

              


      

      


      


      


      


      


      


      2