Altegris Winton Futures Fund, L.P. - FORM 10-K/A

Attached files

file	filename
EX-31.1 - Altegris Winton Futures Fund, L.P.	efc13-580_ex3101.htm
EX-32.2 - Altegris Winton Futures Fund, L.P.	efc13-580_ex3202.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2012

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

_______________________

Commission file number: 000-53348

ALTEGRIS WINTON FUTURES FUND, L.P.

(Exact name of registrant as specified in its charter)

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

c/o ALTEGRIS PORTFOLIO MANAGEMENT, INC.

1200 Prospect Street, Suite 400

La Jolla, CA 92037

(Address of principal executive offices) (zip code)

(858) 459-7040

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

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

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

Yes o No x

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

Yes oNo x

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

Yes x No o

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

Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o

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

Yes o No x

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

Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note:

The sole purpose of this filing is to include the report of Spicer Jefferies LLP of its audit for Fiscal Year 2010 and the 13a-14(a)/15d-14(a) Certification of Principal Executive and Principal Financial Officer inadvertently omitted from Registrant's Annual Report for the fiscal year ended December 31, 2012 on Form 10-K filed with the Securities and Exchange Commission on April 1, 2013. No other changes have been made to the Form 10-K, and information reported as of a particular date has not been updated.

PART II

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements required by this item are included herewith following the Signatures hereto and are incorporated by reference into this Item 8.

The following information presented on a quarterly basis is unaudited.

	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
	2012			2012			2012			2012

Interest Income:	$	257,334		$	269,256		$	264,891		$	261,863
Net realized and unrealized gains (losses):		2,330,102			8,236,712			(26,204,318	)		(4,591,475	)
Expenses:		9,339,016			10,031,509			10,465,704			10,646,045
Net Income (Loss):		(6,751,580	)		(1,525,541	)		(36,405,131	)		(14,975,657	)

	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
		2011			2011			2011			2011

Interest Income:	$	127,414		$	340,020		$	667,308		$	536,574
Net realized and unrealized gains (losses):		2,723,931			60,222,868			(11,972,016	)		19,147,667
Expenses:		10,935,044			18,385,937			9,857,376			12,500,523
Net Income (Loss):		(8,083,699	)		42,176,951			(21,162,084	)		7,183,718

	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
		2010			2010			2010			2010

Interest Income:	$	548,814		$	756,032		$	896,747		$	909,334
Net realized and unrealized gains (losses):		36,424,317			23,371,677			14,935,975			25,509,546
Expenses:		15,369,957			11,776,437			8,531,099			8,117,169
Net Income (Loss):		21,603,174			12,351,272			7,301,623			18,301,711

	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
		2009			2009			2009			2009

Interest Income:	$	919,961		$	913,735		$	783,711		$	426,743
Net realized and unrealized gains (losses):		4,637,055			8,639,551			(24,002,697	)		(5,918,601	)
Expenses:		6,192,491			5,610,900			4,610,094			2,879,806
Net Income (Loss):		(635,475	)		3,942,386			(27,829,080	)		(8,371,664	)

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

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

Exhibits

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

Exhibit Designation	Description
* 3.1	Certificate of Formation of Altegris Winton Futures Fund, L.P.
* 4.1	First Amended Agreement of Limited Partnership of Altegris Winton Futures Fund, L.P.
* 10.1	Advisory Contract between Altegris Winton Futures Fund, L.P., Rockwell Futures Management, Inc.** and Winton Capital Management Limited and Amendment thereto dated June 1, 2008
* 10.2	Introducing Broker Clearing Agreement between Fimat USA, LLC*** and Altegris Investments, Inc.
*10.3	Form of Selling Agency Agreement
31.01	Rule 13a-14(a)/15d-14(a) Certification
32.02	Section 1350 Certification

*		This exhibit is incorporated by reference to the exhibit of the same number and description filed with the Partnership’s Registration Statement (File No. 000-53348) filed on July 30, 2008 on Form 10-12G under the Securities Exchange Act of 1934.
**		Rockwell Futures Management, Inc. is now Altegris Portfolio Management, Inc.
***		Fimat USA, LLC is now Newedge USA, LLC.

SIGNATURES

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

Dated: October 3, 2013	ALTEGRIS WINTON FUTURES FUND, L.P. By: ALTEGRIS PORTFOLIO MANAGEMENT, INC. (d/b/a Altegris Funds) General Partner of Altegris Winton Futures Fund, L.P.
	By: /s/ Jon C. Sundt Name: Jon C. Sundt Title: Principal Executive and Principal Financial Officer

ALTEGRIS WINTON FUTURES FUND, L.P.

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

ALTEGRIS WINTON FUTURES FUND, L.P.

TABLE OF CONTENTS

	PAGES
Affirmation of the Commodity Pool Operator	1
Report of Independent Registered Public Accounting Firm	2 - 2-A
Financial Statements
Statements of Financial Condition	3
Condensed Schedules of Investments	4 - 9
Statements of Operations	10
Statements of Changes in Partners’ Capital (Net Asset Value)	11
Notes to Financial Statements	12 – 26

ALTEGRIS WINTON FUTURES FUND, L.P.

AFFIRMATION OF THE COMMODITY POOL OPERATOR

_______________

To the Partners of

Altegris Winton Futures Fund, L.P.

To the best of the knowledge and belief of the undersigned, the information contained in this Annual Report for the years ended December 31, 2012, 2011 and 2010 is accurate and complete.

	By:	/s/ Robert J. Amedeo
	Altegris Portfolio Management, Inc.
	Commodity Pool Operator for
	Altegris Winton Futures Fund, L.P.
	By: Robert J. Amedeo, Executive Vice President

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statements of financial condition of Altegris Winton Futures Fund, L.P. (the “Partnership”), including the condensed schedules of investments, as of December 31, 2012 and 2011, and the related statements of operations, statements of changes in partners’ capital and financial highlights for each of the two years in the periods then ended. These financial statements and financial highlights are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial statements and financial highlights of Altegris Winton Futures Fund, L.P. for the year ended December 31, 2010, were audited by other auditors whose report dated March 25, 2011, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position, including the condensed schedules of investments, of Altegris Winton Futures Fund, L.P. at December 31, 2012 and 2011, and the results of its operations, the changes in its partners’ capital and the financial highlights for each of the two years in the periods then ended, in conformity with U.S. generally accepted accounting principles. The financial statements and financial highlights of Altegris Winton Futures Fund, L.P. for the year ended December 31, 2010, were audited by other auditors whose report dated March 25, 2011, expressed an unqualified opinion on those statements.

March 22, 2013

A member firm of Ernst & Young Global Limited

-2-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Winton Futures Fund, L.P. (US)

We have audited the accompanying statements of operations and changes in partners' capital for the year ended December 31, 2010 of Altegris Winton Futures Fund, L.P. ("the Partnership"). These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluation the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and changes in partners' capital of Altegris Winton Futures Fund, L.P. for the year ended December 31,2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ Spicer Jeffries LLP

Greenwood Village, Colorado

March 25, 2011

-2-A-

ALTEGRIS WINTON FUTURES FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2012 and DECEMBER 31, 2011
_______________
	2012		2011
ASSETS
Equity in commodity broker account
Cash	$	9,403,079	$	8,198,923
Restricted cash		45,787,120		37,309,186
Restricted foreign currency (cost - $25,438,704 and $16,999,640)		25,699,411		16,544,395
Unrealized gain on open commodity futures contracts		6,163,644		17,185,051
Long options (cost $0 and $52,560)		-		18,248
Unrealized gain on open forward contracts		760,276		135,474

		87,813,530		79,391,277

Cash		12,199,355		25,097,534
Investment securities at value
(cost - $630,575,133 and $760,362,204)		630,678,906		760,525,198
Interest receivable		520,256		238,248

Total assets	$	731,212,047	$	865,252,257

LIABILITIES
Equity in Newedge USA, LLC account:
Foreign currency (proceeds - $2,457,289 and $7,153,525)	$	2,482,473	$	6,961,956
Written options (premiums received $0 and $107,725)		-		42,215

		2,482,473		7,004,171

Commissions payable		891,812		1,006,865
Management fee payable		644,223		739,177
Advisory fee payable		549,194		632,266
Administrative fee payable		136,032		151,111
Service fees payable		566,110		671,132
Incentive fee payable		44,725		173,767
Redemptions payable		21,374,037		18,919,367
Subscriptions received in advance		4,896,705		15,218,831
Other liabilities		840,351		1,056,143

Total liabilities		32,425,662		45,572,830


PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner		3,414		3,655
Limited Partners		698,782,971		819,675,772

Total partners' capital (Net Asset Value)		698,786,385		819,679,427

Total liabilities and partners' capital	$	731,212,047	$	865,252,257

See accompanying notes.

-3-

ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2012
_______________

INVESTMENT SECURITIES
Face Value		Maturity Date	Decription	Value		% of Partners' Capital

Fixed Income Investments

U.S. Government Agency Bonds and Notes
$	9,997,000	1/2/2013	Federal Farm Credit Bank Disc Note, 0.10%	$	9,996,997		1.43	%
	15,000,000	4/15/2013	Federal Farm Credit Bank, 0.85%		15,030,885		2.15	%
	5,000,000	5/2/2013	Federal Farm Credit Bank, 0.75%		5,010,160		0.72	%
	1,000,000	11/20/2013	Federal Farm Credit Bank, 0.20%		1,000,176		0.14	%
	22,000,000	1/16/2013	Federal Home Loan Bank Disc Note, 0.02%		21,999,824		3.15	%
	25,500,000	1/10/2013	Federal Home Loan Bank, 0.18%		25,500,280		3.65	%
	15,400,000	1/29/2013	Federal Home Loan Bank, 0.38%		15,402,834		2.20	%
	29,000,000	2/8/2013	Federal Home Loan Bank, 0.16%		29,000,870		4.15	%
	25,000,000	10/18/2013	Federal Home Loan Bank, 0.19%		25,001,975		3.58	%
	1,000,000	11/15/2013	Federal Home Loan Bank, 0.29%		1,000,955		0.14	%
	8,026,000	1/7/2013	Federal Home Loan Mortgage Corporation Disc Note, 0.00%		8,025,976		1.15	%
	2,000,000	1/4/2013	Federal National Mortgage Association Disc Note, 0.01%		1,999,998		0.29	%
	14,500,000	2/22/2013	Federal National Mortgage Association, 1.75%		14,532,596		2.08	%
	15,000,000	2/26/2013	Federal National Mortgage Association, 0.75%		15,013,935		2.15	%
	30,000,000	5/7/2013	Federal National Mortgage Association, 1.75%		30,163,380		4.32	%
	6,000,000	8/20/2013	Federal National Mortgage Association, 1.25%		6,039,468		0.86	%
	3,000,000	9/23/2013	Federal National Mortgage Association, 1.00%		3,017,376		0.43	%
	15,800,000	12/18/2013	Federal National Mortgage Association, 0.75%		15,891,008		2.27	%

Total U.S. Government Agency Bonds and Notes (cost - $243,557,622)					243,628,693		34.86	%

See accompanying notes.

-4-

ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2012
_______________

INVESTMENT SECURITIES (continued)
Face Value		Maturity Date	Decription	Value		% of Partners' Capital

Fixed Income Investments (continued)

Corporate Notes
$	18,950,000	1/17/2013	Alpine Securitization Corp Disc Note, 0.17%	$	18,947,000		2.71	%
	18,300,000	1/14/2013	American Honda Finance Corporation, 0.18%		18,298,221		2.62	%
	13,200,000	1/22/2013	Banco del Estado de Chile, NY, 0.20%		13,200,000		1.89	%
	31,000,000	1/2/2013	Bank of Nova Scotia Disc Note, 0.03%		30,999,948		4.44	%
	17,250,000	1/3/2013	General Electric Capital Disc Note, 0.07%		17,249,899		2.47	%
	13,000,000	1/4/2013	International Business Machines, 0.15%		12,999,621		1.86	%
	11,000,000	1/11/2013	National Rural Utilities Finance Corporation, 0.18%		10,998,802		1.57	%
	18,950,000	1/7/2013	New Jet Corp Disc Note, 0.14%		18,949,053		2.71	%
	15,700,000	1/2/2013	Norinchukin Bank, 0.17%		15,700,000		2.25	%
	18,950,000	1/9/2013	Northern Pines, 0.17%		18,946,684		2.71	%
	22,000,000	1/15/2013	Regency Markets No. 1 LLC, 0.19%		21,996,278		3.15	%
	18,950,000	1/18/2013	Royal Bank of Canada, 0.16%		18,950,000		2.71	%
	18,300,000	1/4/2013	Sumitomo Trust & Banking Co, 0.17%		18,300,000		2.62	%
	21,900,000	1/4/2013	Toronto Dominion Holdings (U.S.A.), Inc., 0.11%		21,896,934		3.13	%

Total Corporate Notes (cost - $257,432,440)					257,432,440		36.84	%


U.S. Treasury Obligations
$	33,000,000	1/10/2013	United States Treasury Bill, 0.00%		32,999,769		4.72	%
	20,000,000	3/15/2013	United States Treasury Note, 1.38%		20,050,780		2.87	%
	250,000	4/15/2013	United States Treasury Note, 1.75%		251,172		0.04	%
	25,000,000	5/15/2013	United States Treasury Note, 1.38%		25,116,200		3.59	%
	31,000,000	5/31/2013	United States Treasury Note, 0.50%		31,049,662		4.44	%
	15,000,000	6/15/2013	United States Treasury Note, 1.13%		15,067,965		2.16	%
	5,000,000	11/30/2013	United States Treasury Note, 2.00%		5,082,225		0.73	%

Total United States Treasury Obligations (cost - $129,585,071)					129,617,773		18.55	%

Total investment securities (cost - $630,575,133)				$	630,678,906		90.25	%

See accompanying notes.

-5-

ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2012
_______________

	Range of Expiration Dates	Number of Contracts			Value			% of Partners' Capital

LONG FUTURES CONTRACTS:
Agriculture	Jan 13 - May 13		568		$	(566,464	)		(0.08	)%
Currencies	Mar-13		3,965			(78,514	)		(0.01	)%
Energy	Jan 13 - May 13		125			300,968			0.04	%
Interest Rates	Mar 13 - Dec 15		15,078			1,842,238			0.26	%
Metals	Jan 13 - Oct 13		757			(3,087,356	)		(0.44	)%
Stock Indices	Jan 13 - Mar 13		4,366			2,867,626			0.41	%
Treasury Rates	Mar-13		2,372			(859,579	)		(0.12	)%

Total long futures contracts			27,231			418,919			0.06	%

SHORT FUTURES CONTRACTS:
Agriculture	Jan 13 - May 13		1,290			112,562			0.02	%
Currencies	Jan 13 - Mar 13		2,152			8,378,433			1.20	%
Energy	Jan 13 - Mar 13		496			(827,748	)		(0.12	)%
Interest Rates	Jan 13 - Jun 13		315			(59,953	)		(0.01	)%
Metals	Jan 13 - May 13		390			(1,849,660	)		(0.26	)%
Stock Indices	Jan-13		30			(8,909	)		0.00	%

Total short futures contracts			4,673			5,744,725			0.83	%

Total futures contracts			31,904		$	6,163,644			0.89	%

LONG FORWARD CONTRACTS:
Currencies	Jan 13 - May 13	$	440,281,966	(1)	$	1,453,029			0.21	%

SHORT FORWARD CONTRACTS:
Currencies	Jan 13 - May 13	$	438,529,005	(1)		(692,753	)		(0.10	)%

Total forward currency contracts					$	760,276			0.11	%

(1) Represents the December 31, 2012 U.S. dollar equivalent of the notional amount bought or sold

See accompanying notes.

-6-

ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2011
_______________

INVESTMENT SECURITIES
Face Value		Maturity Date	Decription	Value		% of Partners' Capital

Fixed Income Investments

U.S. Government Agency Bonds and Notes
$	5,000,000	5/2/2013	Federal Farm Credit Bank, 0.75%	$	5,027,575		0.61	%
	20,000,000	4/4/2013	Federal Farm Credit Bank, 0.84%		20,027,380		2.44	%
	15,000,000	4/15/2013	Federal Farm Credit Bank, 0.85%		15,102,345		1.84	%
	21,306,000	1/3/2012	Federal Farm Credit Bank Disc Note, 0.01%		21,305,988		2.60	%
	20,000,000	1/11/2012	Federal Home Loan Bank, 0.10%		19,999,920		2.44	%
	1,000,000	4/2/2012	Federal Home Loan Bank , 0.16%		1,000,099		0.12	%
	12,000,000	4/2/2012	Federal Home Loan Bank, 0.11%		12,001,488		1.46	%
	7,000,000	5/18/2012	Federal Home Loan Bank, 1.13%		7,026,362		0.86	%
	16,000,000	7/18/2012	Federal Home Loan Bank, 0.25%		16,003,440		1.95	%
	31,850,000	9/7/2012	Federal Home Loan Bank , 0.14%		31,827,832		3.88	%
	10,000,000	9/10/2012	Federal Home Loan Bank, 0.14%		9,992,890		1.22	%
	10,000,000	9/14/2012	Federal Home Loan Bank, 0.20%		9,996,860		1.22	%
	7,000,000	9/25/2012	Federal Home Loan Bank , 0.14%		6,994,470		0.85	%
	5,500,000	10/25/2012	Federal Home Loan Bank , 0.13%		5,494,434		0.67	%
	3,000,000	11/2/2012	Federal Home Loan Bank, 0.13%		2,996,862		0.37	%
	18,000,000	11/7/2012	Federal Home Loan Bank, 0.20%		17,991,972		2.20	%
	15,000,000	11/16/2012	Federal Home Loan Bank , 0.50%		15,005,865		1.83	%
	8,674,000	4/29/2013	Federal Home Loan Mortgage Corporation , 0.70%		8,676,559		1.06	%
	20,000,000	1/3/2012	Federal Home Loan Mortgage Corporation Disc Note, 0.01%		19,999,967		2.44	%
	14,300,000	2/13/2012	Federal Home Loan Mortgage Corporation Disc Note, 0.02%		14,299,671		1.74	%
	36,100,000	2/6/2012	Federal Home Loan Mortgage Corporation Disc Note, 0.02%		36,099,314		4.40	%
	15,000,000	4/9/2012	Federal Home Loan Mortgage Corporation Disc Note, 0.02%		14,999,190		1.83	%
	8,500,000	5/29/2012	Federal Home Loan Mortgage Corporation Disc Note, 0.02%		8,499,303		1.04	%
	10,000,000	7/6/2012	Federal Home Loan Mortgage Corporation Disc Note, 0.05%		9,997,430		1.22	%
	18,550,000	4/20/2012	Federal National Mortgage Association, 1.88%		18,648,371		2.28	%
	10,000,000	10/30/2012	Federal National Mortgage Association, 0.50%		10,015,620		1.22	%
	10,227,000	1/3/2012	Federal National Mortg Assoc Disc Note, 0.01%		10,226,983		1.25	%
	25,300,000	5/1/2012	Federal National Mortg Assoc Disc Note, 0.02%		25,298,330		3.09	%

Total U.S. Government Agency Bonds and Notes (cost - $394,393,526)					394,556,520		48.13	%

See accompanying notes.

-7-

ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2011
_______________

INVESTMENT SECURITIES (continued)
Face Value		Maturity Date	Decription	Value		% of Partners' Capital

Fixed Income Investments (continued)

Corporate Notes
$	8,700,000	1/27/2012	Amsterdam Funding Disc Note, 0.18%	$	8,698,038		1.06	%
	1,000,000	1/3/2012	Argento Variable Funding Disc Note, 0.15%		999,750		0.12	%
	15,500,000	1/4/2012	Aspen Funding Disc Note, 0.15%		15,496,194		1.88	%
	20,150,000	1/4/2012	Bank of Montreal, 0.12%		20,150,000		2.45	%
	18,000,000	1/3/2012	Bank Of Nova Scotia Disc Note, 0.03%		17,999,940		2.20	%
	19,850,000	1/4/2012	Bank of Tokyo-Mitsubishi Disc Note, 0.14%		19,849,614		2.42	%
	21,000,000	1/9/2012	Coca-Cola Enterprises Disc Note, 0.06%		20,999,271		2.56	%
	26,650,000	1/11/2012	General Electric Capital Disc Note, 0.02%		26,649,793		3.25	%
	18,900,000	1/13/2012	Google Disc Note, 0.17%		18,899,265		2.31	%
	15,500,000	1/6/2012	Grampian Funding LLC Disc Note, 0.15%		15,496,383		1.89	%
	22,650,000	1/6/2012	Mizuho Funding LLC Disc Note, 0.18%		22,646,433		2.76	%
	15,400,000	1/13/2012	Mont Blanc Capital Disc Note, 0.33%		15,395,765		1.88	%
	22,650,000	1/13/2012	National Australian Bank, 0.05%		22,650,000		2.76	%
	12,000,000	1/11/2012	National Bank of Canada, 0.09%		12,000,000		1.46	%
	11,100,000	1/6/2012	NetJets Disc Note, 0.15%		11,099,464		1.35	%
	9,850,000	1/13/2012	Norinchukin Bank, 0.30%		9,850,000		1.20	%
	15,100,000	1/5/2012	Pfizer Disc Note, 0.03%		15,099,748		1.84	%
	13,800,000	1/10/2012	Shizuoka Bank 0.40%		13,800,958		1.68	%
	20,100,000	1/6/2012	State Street Bank & Trust, 0.18%		20,098,325		2.45	%
	23,100,000	1/12/2012	Sumitomo Mutsui Banking, 0.20%		23,095,688		2.82	%
	18,000,000	1/6/2012	Tasman Funding, Inc Disc Note, 0.15%		17,994,540		2.20	%
	17,000,000	1/23/2012	Toyota Motor Credit Disc Note, 0.06%		16,999,509		2.07	%

Total Corporate Notes (cost - $365,968,678)					365,968,678		44.61	%

Total investment securities (cost - $760,362,204)				$	760,525,198		92.74	%

See accompanying notes.

-8-

ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2011
_______________

	Range of Expiration Dates	Number of Contracts			Value			% of Partners' Capital

LONG FUTURES CONTRACTS:
Agriculture	Jan 12 - May 12		516		$	(628,141	)		(0.08	)%
Currencies	Jan 12 - Mar 12		1,869			2,390,376			0.29	%
Energy	Jan 12 - Apr 12		471			296,448			0.04	%
Interest Rates	Jan 12 - Mar 13		11,856			7,670,327			0.94	%
Metals	Jan 12 - Mar 12		896			(4,359,872	)		(0.53	)%
Stock Indices	Jan 12 - Mar 12		1,178			700,103			0.09	%
Swapnote Future	Mar-12		10			2,535			0.00	%
Treasury Rates	Mar-12		3,095			2,545,656			0.31	%

Total long futures contracts			19,891			8,617,432			1.06	%

SHORT FUTURES CONTRACTS:
Agriculture	Jan 12 - May 12		2,273			(758,235	)		(0.09	)%
Currencies	Mar-12		3,643			6,391,032			0.78	%
Energy	Jan 12 - Mar 12		914			825,687			0.10	%
Interest Rates	Mar 12 - Sep 12		822			(6,554	)		0.00	%
Metals	Jan 12 - Nov 12		1,368			2,025,867			0.25	%
Stock Indices	Jan 12 - Mar 12		614			89,822			0.01	%

Total short futures contracts			9,634			8,567,619			1.05	%

Total futures contracts			29,525		$	17,185,051			2.11	%

LONG OPTIONS CONTRACTS:
Future options (cost of $52,560)	Jan 12 - Mar 12		59		$	18,248			0.00	%

WRITTEN OPTIONS CONTRACTS:
Future options (premiums received of $107,725)	Jan 12 - Mar 12		59		$	42,215			0.01	%

LONG FORWARD CONTRACTS:
Currencies	Jan 12 - Mar 12	$	24,390,147	(1)	$	(857,706	)		(0.10	)%

SHORT FORWARD CONTRACTS:
Currencies	Jan 12 - Mar 12	$	13,143,514	(1)		993,180			0.12	%

Total forward currency contracts					$	135,474			0.02	%

(1) Represents the December 31, 2011 U.S. dollar equivalent of the notional amount bought or sold

See accompanying notes.

-9-

ALTEGRIS WINTON FUTURES FUND, L.P.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
_______________

	2012			2011			2010
TRADING GAINS (LOSSES)
Gain (loss) on trading of
derivatives contracts
Realized	$	(10,350,618	)	$	76,690,402		$	80,737,744
Change in unrealized		(10,427,803	)		(5,911,850	)		20,492,318
Brokerage commissions		(12,092,858	)		(11,985,887	)		(9,080,039	)

Gain (loss) from trading futures		(32,871,279	)		58,792,665			92,150,023

Gain (loss) on trading of securities
Realized		372,638			845,767			6,417
Change in unrealized		(59,221	)		82,896			(295,824	)

Gain (loss) from trading securities		313,417			928,663			(289,407	)

Foreign currency translation gains (losses)		236,025			(1,584,765	)		(699,140	)

Total trading gains (losses)		(32,321,837	)		58,136,563			91,161,476

NET INVESTMENT INCOME (LOSS)
Income
Interest income		1,053,344			1,680,212			3,110,927

Expenses
Management fee		8,720,244			8,442,954			6,240,462
Advisory fee		7,451,479			7,256,692			5,287,476
Administrative fee		1,817,057			1,663,244			1,166,030
Service fees		7,538,297			7,456,573			5,849,080
Incentive fee		63,607			11,798,283			14,074,548
Professional fees		2,233,380			2,172,094			2,097,027
Offering expense		49,339			125,159			107,717
Interest expense		36,598			8,896			-
Other expenses		479,415			903,153			-

Total expenses		28,389,416			39,827,048			34,822,340

Net investment (loss)		(27,336,072	)		(38,146,836	)		(31,711,413	)

NET INCOME (LOSS)		$ (59,657,909	)	$	19,989,727		$	59,450,063

See accompanying notes.

-10-

ALTEGRIS WINTON FUTURES FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
_______________

				Limited Partners

				Original			Original			Special									Institutional			General
	Total			Class A			Class B			Interests			Class A			Class B			Interests			Partner

Balances at December 31, 2009		515,465,776			79,122,685			14,735,567			30,427,555			168,196,118			105,226,729			117,753,924			3,198

Transfers		-			(453,632	)		246,598			(8,536	)		(1,311,937	)		(151,857	)		1,679,364			-

Capital additions		206,104,505			-			-			-			98,969,697			65,849,181			41,285,627			-

Capital withdrawals		(69,814,413	)		(10,772,314	)		(2,182,836	)		(7,376,730	)		(21,068,451	)		(8,958,253	)		(19,455,829	)		-

From operations:
Net investment income (loss)		(31,711,413	)		(3,217,718	)		(473,733	)		(1,025,928	)		(15,060,538	)		(6,891,948	)		(5,041,407	)		(141	)
Net realized gain (loss) from investments		70,964,982			8,440,365			1,640,243			3,316,228			25,517,675			16,729,908			15,320,188			375
Net change in unrealized gain (loss) from investments		20,196,494			2,627,772			542,045			1,050,906			7,160,901			4,716,292			4,098,463			115
Net income for the year
ended December 31, 2010		59,450,063			7,850,419			1,708,555			3,341,206			17,618,038			14,554,252			14,377,244			349

Balances at December 31, 2010		711,205,931			75,747,158			14,507,884			26,383,495			262,403,465			176,520,052			155,640,330			3,547

Transfers		-			(27,436	)		27,436			-			(1,762,895	)		(409,651	)		2,172,546			-

Capital additions		229,701,224			-			-			5,000,000			101,778,037			67,815,420			55,107,767			-

Capital withdrawals		(141,217,455	)		(10,273,421	)		(985,133	)		-			(44,735,329	)		(21,390,884	)		(63,832,688	)		-

From operations:
Net investment income (loss)		(38,146,836	)		(3,224,177	)		(485,955	)		(879,853	)		(18,645,077	)		(8,684,876	)		(6,226,740	)		(158	)
Net realized gain (loss) from investments		63,965,517			6,039,491			1,174,854			2,171,138			23,542,329			16,137,378			14,900,034			293
Net change in unrealized gain (loss) from investments		(5,828,954	)		(648,465	)		(110,672	)		(56,323	)		(1,910,250	)		(1,025,494	)		(2,077,723	)		(27	)
Net income for the year
ended December 31, 2011		19,989,727			2,166,849			578,227			1,234,962			2,987,002			6,427,008			6,595,571			108

Balances at December 31, 2011		819,679,427			67,613,150			14,128,414			32,618,457			320,670,280			228,961,945			155,683,526			3,655

Transfers		-			(726,023	)		382,438			-			(2,683,371	)		(119,727	)		3,146,683			-

Capital additions		140,860,269			966,370			105,815			-			65,254,756			50,686,387			23,846,941			-

Capital withdrawals		(202,095,402	)		(12,550,672	)		(2,553,644	)		-			(78,159,434	)		(54,428,008	)		(54,403,644	)		-

From operations:
Net investment income (loss)		(27,336,072	)		(1,790,344	)		(257,370	)		(544,642	)		(15,220,287	)		(6,538,002	)		(2,985,323	)		(104	)
Net realized gain (loss) from investments		(21,834,813	)		(1,668,051	)		(351,139	)		(830,157	)		(8,601,868	)		(6,320,652	)		(4,062,853	)		(93	)
Net change in unrealized gain (loss) from investments		(10,487,024	)		(763,451	)		(170,370	)		(396,838	)		(4,159,328	)		(3,055,363	)		(1,941,630	)		(44	)
Net loss for the year
ended December 31, 2012		(59,657,909	)		(4,221,846	)		(778,879	)		(1,771,637	)		(27,981,483	)		(15,914,017	)		(8,989,806	)		(241	)

Balances at December 31, 2012	$	698,786,385		$	51,080,979		$	11,284,144		$	30,846,820		$	277,100,748		$	209,186,580		$	119,283,700		$	3,414

See accompanying notes.

-11-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

A.	General Description of the Partnership

Altegris Winton Futures Fund, L.P. (f/k/a Winton Futures Fund, L.P. (US)) (the “Partnership”) was organized as a limited partnership in Colorado in March 1999, and will continue until December 31, 2035, unless sooner terminated as provided for in the Agreement of Limited Partnership, as amended and restated from time to time (“Agreement”). The Partnership's general partner is Altegris Portfolio Management, Inc. (d/b/a Altegris Funds) (the “General Partner”). The Partnership speculatively trades commodity futures contracts, options on futures contracts, forward contracts and other commodity interests. The objective of the Partnership’s business is appreciation of its assets. The Partnership is subject to the regulations of the Commodity Futures Trading Commission (the “CFTC”), an agency of the United States (“U.S.”) government that regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges and futures commission merchants (brokers) through which the Partnership trades.

B.	Method of Reporting

The Partnership’s financial statements are presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported fair value of assets and liabilities, disclosures of contingent assets and liabilities as of December 31, 2012 and 2011, and reported amounts of income and expenses for the years ended December 31, 2012, 2011 and 2010. Management believes that the estimates utilized in preparing the Partnership’s financial statements are reasonable; however, actual results could differ from these estimates and it is reasonably possible that differences could be material.

C.	Fair Value

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

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

-12-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Fair Value (continued)

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

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Partnership has the ability to access.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable.

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

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

The Partnership values futures and options on futures contracts at the closing price of the contract’s primary exchange. The Partnership generally includes futures and options on futures contracts in Level 1 of the fair value hierarchy.

-13-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C.	Fair Value (continued)

Forward currency contracts are valued at fair value using spot currency rates and adjusted for interest rates and other typical adjustment factors. The Partnership generally includes forward currency contracts in Level 2 of the fair value hierarchy.

The fair value of U.S. government agency bonds and notes is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issue, maturity and seniority. U.S. government bonds are generally categorized in Levels 1 or 2 of the fair value hierarchy. No U.S. government agency bonds and notes were fair valued using valuation models as of December 31, 2012 and 2011.

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

The fair value of corporate notes is determined using recently executed transactions, market price quotations (where observable), notes spreads or credit default swap spreads. The spread data used are for the same maturity as that of the notes. If the spread data does not reference the issuer, data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond, or single-name credit default swap spreads and recovery rates based on collateral values as key inputs. These valuation methods represent both a market and income approach to fair value measurement. Corporate notes are generally categorized in Level 2 of the fair value hierarchy; however, in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. No corporate notes were fair valued using valuation models as of December 31, 2012 and 2011.

The industry classifications included in the condensed schedule of investments represent the General Partner’s belief as to the most meaningful presentation of the classification of the Partnership’s investments.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. There were no changes to the Partnership’s valuation methodology during the years ended December 31, 2012 and 2011.

-14-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C.	Fair Value (continued)

The following table presents information about the Partnership’s assets and liabilities measured at fair value as of December 31, 2012 and 2011:

									Balance as of
December 31, 2012	Level 1			Level 2			Level 3		December 31, 2012
Assets:
Futures contracts (1)	$	19,857,707		$	-		$	-	$	19,857,707
Forward currency contracts (1)		-			2,265,792			-		2,265,792
U.S. Government agency bonds and notes		243,628,693			-			-		243,628,693
Corporate notes		-			257,432,440			-		257,432,440
U.S. Treasury Obligations		129,617,773			-			-		129,617,773

	$	393,104,173		$	259,698,232		$	-	$	652,802,405

Liabilities:
Futures contracts (1)	$	(13,694,063	)	$	-		$	-	$	(13,694,063	)
Forward currency contracts (1)		-			(1,505,516	)		-		(1,505,516	)

	$	(13,694,063	)	$	(1,505,516	)	$	-	$	(15,199,579	)

									Balance as of
December 31, 2011	Level 1			Level 2			Level 3		December 31, 2011
Assets:
Futures contracts (1)	$	27,291,482		$	-		$	-	$	27,291,482
Options contracts (1)		18,248			-			-		18,248
Forward currency contracts (1)		-			1,227,422			-		1,227,422
U.S. Government agency bonds and notes		394,556,520			-			-		394,556,520
Corporate notes		-			365,968,678			-		365,968,678

	$	421,866,250		$	367,196,100		$	-	$	789,062,350

Liabilities:
Futures contracts (1)	$	(10,106,431	)	$	-		$	-	$	(10,106,431	)
Options contracts (1)		(42,215	)		-			-		(42,215	)
Forward currency contracts (1)		-			(1,091,948	)		-		(1,091,948	)

	$	(10,148,646	)	$	(1,091,948	)	$	-	$	(11,240,594	)

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

For the years ended December 31, 2012 and 2011, there were no transfers between Level 1 and Level 2 assets and liabilities. For the years ended December 31, 2012 and 2011, there were no Level 3 securities.

D.	Investment Transactions and Investment Income

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

-15-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D.	Investment Transactions and Investment Income (continued)

Gains or losses on futures contracts and options on futures contracts are realized when contracts are closed. Net unrealized gains or losses on open contracts (the difference between contract trade price and quoted market price) are reflected in the statements of financial condition. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Brokerage commissions on futures and options on futures contracts include other trading fees and are incurred as an expense when contracts are opened.

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

E.	Option Contracts

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

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

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

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

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

F.	Futures Contracts

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

There are several risks in connection with the use of futures contracts as an investment option. The change in value of futures contracts primarily corresponds with the value of their underlying instruments. In addition, there is the risk that the Partnership may not be able to enter into a closing transaction because of an illiquid secondary market. Open positions in futures contracts at December 31, 2012 and 2011 are reflected within the Condensed Schedules of Investments.

G.	Forward currency contracts

Forward currency contracts may be entered into as an economic hedge against foreign currency exchange rate risk related to portfolio positions. A forward currency contract is an obligation to purchase or sell a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter and not on an organized exchange. Forward currency contracts help to manage the overall exposure to the foreign currency backing some of the investments held by the Partnership. Each contract is marked-to-market daily and the change in market value is recorded by the Partnership as an unrealized appreciation or depreciation. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of forward currency contracts involves the risk that counterparties may not meet the terms of the agreement or unfavorable movements in the value of a foreign currency relative to the U.S. dollar. Open forward currency contracts at December 31, 2012 and 2011 are reflected within the Condensed Schedules of Investments.

H.	Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it may transact business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash

Restricted cash is held as margin collateral for futures transactions.

The Partnership maintains a custody account with a major financial institution. At times, the Partnership’s cash balance could exceed the insured amount under the Federal Deposit Insurance Corporation (“FDIC”). The FDIC temporarily increased its limit to $250,000 until December 31, 2013. The Partnership has not experienced any losses in such accounts and believes it is not subject to any significant counterparty risk related to its cash account.

J.	Offering Costs

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

K.	Income Taxes

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

The Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Partnership recording a tax liability that reduces ending partners’ capital. Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2012 and 2011. However, the Partnership’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

The Partnership recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the years ended December 31, 2012, 2011 and 2010.

The Partnership is subject to income tax examinations by major taxing authorities for all tax years since 2009.

L. Reclassifications

Certain amounts in the 2011 and 2010 financial statements were reclassified to conform to the 2012 presentation.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 2 - PARTNERS’ CAPITAL

A.	Capital Accounts and Allocation of Income and Losses

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

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

The partners may withdraw their interests on a monthly basis upon at least 15 days’ prior written notice, subject to the discretion of the General Partner.

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

B.	Subscriptions, Distributions and Redemptions

Investments in the Partnership are made by subscription agreement, subject to acceptance by the General Partner.

The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner. A Limited Partner may request and receive redemption of capital, subject to restrictions set forth in the Agreement. The General Partner may request and receive redemption of capital, subject to the same terms as any Limited Partner.

NOTE 3 - RELATED PARTY TRANSACTIONS

A.	General Partner Management Fee

The General Partner receives a monthly management fee from the Partnership equal to 0.0625% (0.75% annually) for Original Class A, 0.146% (1.75% annually) for Original Class B, and currently 0.0417% to 0.125% (0.50% to 1.5% annually) for Special Interests of the Partnership's management fee net asset value. The General Partner receives a monthly management fee from the Partnership equal to 0.104% (1.25% annually) for Class A and Class B, and 0.0625% (0.75% annually) for Institutional Interests of the Partnership's management fee net asset value. The General Partner may declare any Limited Partner a “Special Limited Partner” and the management fees or incentive fees charged to any such partner may be different than those charged to other Limited Partners.

Total management fees earned by the General Partner, for the years ended December 31, 2012, 2011 and 2010 are shown on the Statements of Operations as Management Fee.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

B.	Administrative Fee

The General Partner receives a monthly administrative fee from the Partnership equal to 0.0275% (0.33% annually) of the Partnership's management fee net asset value attributable to Class A and Class B Interests. Total administrative fees for the years ended December 31, 2012, 2011 and 2010 are shown on the Statements of Operations as Administrative Fee.

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

Altegris Investments, Inc. (“Altegris Investments”), an affiliate of the General Partner, is registered as a broker-dealer with the SEC. Beginning January 1, 2011, Altegris Futures, L.L.C. (“Altegris Futures”), an affiliate of the General Partner and an introducing broker registered with the CFTC, became the Partnership’s introducing broker. Prior to January 1, 2011, Altegris Investments served as the Partnership’s introducing broker. Altegris Investments has entered into a selling agreement with the Partnership whereby it receives 2% per annum as continuing compensation for Class A Interests sold by Altegris Investments that are outstanding at month end. Altegris Futures, as the Partnership’s introducing broker, receives a portion of the commodity brokerage commissions paid by the Partnership to the Newedge USA, LLC, the Partnership’s commodity broker (the “Clearing Broker”) and interest income retained by the Clearing Broker. Additionally, the Partnership pays to its clearing brokers and Altegris Futures, at a minimum, brokerage charges at a flat rate of 0.125% (1.5% annually) of the Partnership’s management fee net asset value. Brokerage charges may exceed the flat rate described above, depending on commission and trading volume levels, which may vary. At December 31, 2012 and 2011, respectively, the Partnership had commissions and brokerage fees payable to Altegris Futures of $848,875 and $941,255, and service fees payable to Altegris Investments of $77,290 and $115,124, respectively. The following tables show the fees paid to Altegris Investments and Altegris Futures for the years ended December 31, 2012, 2011 and 2010:

	Year ended		Year ended		Year ended
	December 31, 2012		December 31, 2011		December 31, 2010
Altegris Futures - Commission fees	$	1,512,380	$	1,132,946	$	1,149,725
Altegris Futures - Brokerage fees		9,807,801		10,110,259		7,108,761
Altegris Investments- Service fees		1,149,600		1,307,330		1,094,158
Total	$	12,469,781	$	12,550,535	$	9,352,644

The amounts above are included in Brokerage Commissions and Service Fees on the Statement of Operations, respectively. The amounts shown on the Statement of Operations include fees paid to nonrelated parties.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 4 - ADVISORY CONTRACT

The Partnership's trading activities are conducted pursuant to an advisory contract with Winton Capital Management, Limited (“Advisor”). The Partnership pays the Advisor a quarterly incentive fee of 20% of the trading profits (as defined in the Agreement). However, the quarterly incentive fee is payable only on cumulative profits achieved from commodity trading (as defined in the Agreement). Total incentive fees earned by the Advisor for the years ended December 31, 2012, 2011 and 2010 are shown on the Statements of Operations as Incentive Fee.

The Advisor receives a monthly management fee from the Partnership equal to 0.083% (1.00% annually) for Class A, Class B, and Institutional Interests of the Partnership's management fee net asset value. In addition, the General Partner has assigned a portion of its management fees earned to the Advisor. Total management fees earned by the Advisor for the years ended December 31, 2012, 2011 and 2010 and are shown on the Statements of Operations as Advisory Fee.

NOTE 5 - SERVICE FEES

Original Class A Interests and Class A Interests pay selling agents an ongoing monthly payment of 0.166% of the month-end net asset value (2% annually) of the value of interests sold by them which are outstanding at month-end as compensation for their continuing services to the Limited Partners. Selling agents may, at their option, elect to receive the service fee for the sale of Institutional Interests. Total service fees for the years ended December 31, 2012, 2011 and 2010 are shown on the Statement of Operations as Service Fees.

Institutional Interests may pay selling agents, if the selling agent so elects, an ongoing monthly payment of 0.0417% (0.50% annually) of the value of Institutional Interests sold by them which are outstanding at month-end as compensation for their continuing services to the Limited Partners holding Institutional Interests.

NOTE 6 - BROKERAGE AGREEMENT

The Partnership pays brokerage commissions to the Clearing Broker for clearing trades on its behalf, which are reflected on the Statements of Operations as Brokerage Commissions.

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS

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

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

The following presents the fair value of derivative contracts at December 31, 2012 and 2011. The fair value of derivative contracts is presented as an asset if in a gain position and a liability if in a loss position. Fair value is presented on a gross basis in the table below even though the futures and forward contracts qualify for net presentation in the Statement of Financial Condition.

	December 31, 2012
	Asset Derivatives Fair Value		Liability Derivatives Fair Value			Net Fair Value
Futures Contracts	$	19,857,707	$	(13,694,063	)	$	6,163,644

Forward Currency Contracts		2,265,792		(1,505,516	)		760,276

Total Gross Fair Value of Derivatives	$	22,123,499	$	(15,199,579	)	$	6,923,920

	December 31, 2011
	Asset Derivatives Fair Value		Liability Derivatives Fair Value			Net Fair Value
Futures Contracts	$	27,291,482	$	(10,106,431	)	$	17,185,051

Options on Futures Contracts		18,248		(42,215	)		(23,967	)

Forward Currency Contracts		1,227,422		(1,091,948	)		135,474

Total Gross Fair Value of Derivatives	$	28,537,152	$	(11,240,594	)	$	17,296,558

The following presents the trading results of the Partnership’s derivative trading and information related to the volume of the Partnership’s derivative activity for the years ended December 31, 2012, 2011 and 2010.

The below captions of “Realized” and “Change in Unrealized” correspond to the captions in the Statements of Operations.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

	Year Ended December 31, 2012
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	(7,405,140	)	$	(11,021,407	)		222,906

Options on Futures Contracts		336,250			(31,198	)		1,420

Forward Currency Contracts		(3,281,728	)		624,802		$	212,342,185,003	(1)
Total gains from derivatives trading	$	(10,350,618	)	$	(10,427,803	)

	Year Ended December 31, 2011
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	76,736,088		$	(5,765,986	)		144,248

Options on Futures Contracts		338,167			25,523			3,123

Forward Currency Contracts		(383,853	)		(171,387	)	$	12,098,305,181	(1)
Total gains from derivatives trading	$	76,690,402		$	(5,911,850	)

	Year Ended December 31, 2010
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	80,489,643		$	20,199,789			196,155

Options on Futures Contracts		246,914			(11,105	)		1,164

Forward Currency Contracts		1,187			303,634		$	141,352,130	(1)
Total gains from derivatives trading	$	80,737,744		$	20,492,318

(1) Represents the U.S. dollar equivalent of the notional amount bought or sold during the years ended December 31, 2012, 2011 and 2010. The number of contracts closed using average cost for long contracts of 1,276,262, 568,198 and 745,307 and short contracts of (1,659,259), (936,689) and (898,834) for the years ended December 31, 2012, 2011 and 2010.

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

The Partnership participates in the speculative trading of commodity futures contracts, options on futures contracts and forward currency contracts, substantially all of which are subject to margin requirements. The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges and interbank market makers. Further for futures contracts and options on futures contracts, the Clearing Broker has the right to require margin in excess of the minimum exchange requirement. Risk arises from changes in the value of these contracts (market risk) and the potential inability of brokers or interbank market makers to perform under the terms of their contracts (credit risk).

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

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

The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over the counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties. For forward currency contracts, the Partnership is subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain on forward currency contracts.

The Partnership also has credit risk since the sole counterparty to all domestic futures contracts is the exchange clearing corporation. In addition, the Partnership bears the risk of financial failure by the Clearing Broker. The Partnership's policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting and control procedures. In addition, the Partnership has a policy of reviewing the credit standing of each clearing broker or counterparty with which it conducts business.

JPMorgan Chase Bank, N.A. (“Custodian”) is the Partnership’s custodian. The Partnership has cash deposited with the Custodian. For cash not held with the Clearing Broker, the Partnership receives cash management services from an affiliate of the Custodian, J.P. Morgan Investment Management Inc. (“JPMIM”). The Partnership has a substantial portion of its assets on deposit with the Custodian in U.S. government agency bonds and notes and corporate notes. Risks arise from investments in bonds and notes due to possible illiquidity and the potential for default by the issuer or counterparty. Such instruments are also sensitive to changes in interest rates and economic conditions.

NOTE 9 - INDEMNIFICATIONS

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 10 - FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Partnership for the years ended December 31, 2012, 2011 and 2010. This information has been derived from information presented in the financial statements.

	December 31, 2012

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests

Total return for Limited Partners
Return prior to incentive fees		(6.58	)%		(5.67	)%		(5.43	)%		(8.30	)%		(6.46	)%		(5.69	)%
Incentive fees		(0.00	)%		(0.00	)%		(0.00	)%		(0.01	)%		(0.01	)%		(0.01	)%

Total return after incentive fees		(6.58	)%		(5.67	)%		(5.43	)%		(8.31	)%		(6.47	)%		(5.70	)%

Ratio to average net asset value
Expenses prior to incentive fees		3.10	%		2.13	%		1.85	%		5.03	%		3.00	%		2.17	%
Incentive fees		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%

Total expenses		3.10	%		2.13	%		1.85	%		5.04	%		3.01	%		2.18	%

Net investment (loss) (1)		(2.96	)%		(1.99	)%		(1.72	)%		(4.90	)%		(2.87	)%		(2.04	)%

	December 31, 2011

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests

Total return for Limited Partners
Return prior to incentive fees		4.51	%		5.55	%		5.81	%		2.64	%		4.69	%		5.53	%
Incentive fees		(1.50	)%		(1.50	)%		(1.56	)%		(1.51	)%		(1.54	)%		(1.51	)%

Total return after incentive fees		3.01	%		4.05	%		4.25	%		1.13	%		3.15	%		4.02	%

Ratio to average net asset value
Expenses prior to incentive fees		3.15	%		2.14	%		1.90	%		5.02	%		3.01	%		2.19	%
Incentive fees		1.48	%		1.48	%		1.49	%		1.47	%		1.49	%		1.52	%

Total expenses		4.63	%		3.62	%		3.39	%		6.49	%		4.50	%		3.71	%

Net investment (loss) (1)		(2.93	)%		(1.92	)%		(1.67	)%		(4.80	)%		(2.76	)%		(1.96	)%

Total return and the ratios to average net asset value are calculated for each class of Limited Partners’ capital taken as a whole. An individual Limited Partner’s total return and ratios may vary from the above returns and ratios due to the timing of their contributions and withdrawals and differing fee structures.

(1)

Excludes incentive fee.

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ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

_______________

NOTE 10 - FINANCIAL HIGHLIGHTS (CONTINUED)

	December 31, 2010

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests

Total return for Limited Partners
Return prior to incentive fees		12.65	%		13.82	%		14.09	%		10.63	%		12.87	%		13.78	%
Incentive fees		(1.77	)%		(1.78	)%		(2.32	)%		(2.60	)%		(2.51	)%		(2.35	)%

Total return after incentive fees		10.88	%		12.04	%		11.77	%		8.03	%		10.36	%		11.43	%

Ratio to average net asset value
Expenses prior to incentive fees		3.12	%		2.08	%		1.88	%		4.95	%		2.94	%		2.12	%
Incentive fees		1.61	%		1.64	%		2.06	%		2.59	%		2.51	%		2.25	%

Total expenses		4.73	%		3.72	%		3.94	%		7.54	%		5.45	%		4.37	%

Net investment (loss) (1)		(2.59	)%		(1.55	)%		(1.35	)%		(4.44	)%		(2.44	)%		(1.60	)%

(1)

Excludes incentive fee.

NOTE 11 - SUBSEQUENT EVENTS

Management of the Partnership evaluated subsequent events through the date these financial statements were issued. There are no subsequent events to disclose.

From January 1, 2013 through March 22, 2013, the Partnership had subscriptions of $8,450,165 and redemptions of $40,092,892.

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Attached files

Altegris Winton Futures Fund, L.P. Reports

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