Altegris Winton Futures Fund 10-Q 2013 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

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

For the transition period from  ________ to ___________

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.

1202 Bergen Parkway, Suite 212

Evergreen, Colorado 80439

(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 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  [   ]

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  [   ]No  [   ]

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

Large accelerated filer  [   ] Accelerated filer  [   ] Non-accelerated filer  [X] Smaller reporting company  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [   ]No  [X]

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Statements of Financial Condition	1
	Condensed Schedules of Investments	2
	Statements of Income (Loss)	8
	Statements of Changes in Partners’ Capital (Net Asset Value)	9
	Notes to Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II – OTHER INFORMATION		33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosure	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38
Rule 13a–14(a)/15d–14(a) Certifications		39
Section 1350 Certifications		40

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements.

ALTEGRIS WINTON FUTURES FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2013 (Unaudited) and DECEMBER 31, 2012 (Audited)

	2013		2012
ASSETS
Equity in commodity broker account:
Cash	$	-	$	9,403,079
Restricted cash		39,651,413		45,787,120
Foreign currency (cost - $9,943,028and $-)		9,858,826		-
Restricted foreign currency (cost - $10,368,929and $25,438,704)		10,281,121		25,699,411
Unrealized gain on open commodity futures contracts		6,767,327		6,163,644
Unrealized gain on open forward contracts		-		760,276
		66,558,687		87,813,530
Cash		26,687,063		12,199,355
Investment securities at value
(cost - $547,388,761and $630,575,133)		547,389,619		630,678,906
Interest receivable		181,863		520,256
Total assets	$	640,817,232	$	731,212,047
LIABILITIES
Equity in commodity broker account:
Cash	$	8,184,258	$	-
Foreign currency (proceeds - $-and $2,457,289)		-		2,482,473
Unrealized loss on open forward contracts		669,062		-
		8,853,320		2,482,473
Brokerage commissions payable		752,285		891,812
Management fee payable		580,782		644,223
Advisory fee payable		498,697		549,194
Administrative fee payable		122,001		136,032
Service fees payable		501,123		566,110
Incentive fee payable		190,931		44,725
Redemptions payable		16,854,514		21,374,037
Subscriptions received in advance		2,338,219		4,896,705
Other liabilities		559,465		840,351
Total liabilities		31,251,337		32,425,662
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner		3,456		3,414
Limited Partners		609,562,439		698,782,971
Total partners' capital (Net Asset Value)		609,565,895		698,786,385
Total liabilities and partners' capital	$	640,817,232	$	731,212,047

See accompanying notes.

-1-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

JUNE 30, 2013 (Unaudited)

INVESTMENT SECURITIES
Face Value		Maturity Date	Decription	Value		% of Partners' Capital
Fixed Income Investments
U.S. Government Agency Bonds and Notes
$	6,326,000	7/1/2013	Federal Farm Credit Bank Disc Note, 0.01%	$	6,326,000		1.04	%
	1,000,000	11/20/2013	Federal Farm Credit Bank, 0.20%		1,000,231		0.16	%
	31,300,000	1/17/2014	Federal Farm Credit Bank, 0.15%		31,294,303		5.13	%
	5,061,000	7/1/2013	Federal Home Loan Bank Disc Note, 0.00%		5,061,000		0.83	%
	19,200,000	7/3/2013	Federal Home Loan Bank Disc Note, 0.05%		19,199,981		3.15	%
	18,700,000	7/10/2013	Federal Home Loan Bank Disc Note, 0.02%		18,699,906		3.07	%
	20,000,000	8/2/2013	Federal Home Loan Bank Disc Note, 0.03%		19,999,460		3.28	%
	25,000,000	10/18/2013	Federal Home Loan Bank, 0.19%		25,003,700		4.10	%
	1,000,000	11/15/2013	Federal Home Loan Bank, 0.29%		1,000,558		0.16	%
	14,000,000	2/20/2014	Federal Home Loan Bank, 0.12%		13,992,188		2.29	%
	15,000,000	3/28/2014	Federal Home Loan Bank, 0.16%		14,994,450		2.46	%
	21,200,000	4/1/2014	Federal Home Loan Bank, 0.17%		21,193,492		3.48	%
	20,000,000	7/15/2013	Federal Home Loan Mortgage Corporation Disc Note, 0.04%		19,999,840		3.28	%
	14,000,000	9/4/2013	Federal National Mortgage Association Disc Note, 0.10%		13,997,599		2.30	%
	6,000,000	8/20/2013	Federal National Mortgage Association, 1.25%		6,008,814		0.99	%
	3,000,000	9/23/2013	Federal National Mortgage Association, 1.00%		3,005,736		0.49	%
	37,900,000	12/18/2013	Federal National Mortgage Association, 0.75%		38,011,236		6.24	%
Total U.S. Government Agency Bonds and Notes (cost - $258,782,114)					258,788,494		42.45	%

See accompanying notes.

-2-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

JUNE 30, 2013 (Unaudited)

INVESTMENT SECURITIES (continued)
Face Value		Maturity Date	Decription	Value		% of Partners' Capital
Fixed Income Investments (continued)
Corporate Notes
$	15,000,000	7/2/2013	Alpine Securitization Corp Disc Note, 0.15%	$	14,999,792		2.46	%
	16,500,000	7/11/2013	Banco del Estado de Chile, 0.18%		16,500,000		2.71	%
	16,600,000	7/23/2013	Bank of Montreal, 0.13%		16,598,192		2.72	%
	27,000,000	7/1/2013	Bank of Nova Scotia Disc Note, 0.00%		26,999,978		4.43	%
	2,000,000	7/19/2013	Cancara Asset Securitization LLC Disc Note, 0.17%		1,999,750		0.33	%
	17,100,000	7/1/2013	Chevron Corporation Disc Note, 0.09%		17,099,102		2.80	%
	18,000,000	7/23/2013	Gotham Funding Corporation, 0.17%		17,997,680		2.95	%
	16,600,000	7/9/2013	Norinchukin Bank, 0.16%		16,600,000		2.72	%
	16,100,000	7/15/2013	PACCAR Financial Corp., 0.15%		16,099,034		2.64	%
	17,000,000	7/25/2013	Regency Markets No. 1 LLC, 0.17%		16,997,592		2.79	%
	17,800,000	7/10/2013	Sumitomo Mitsui Banking Corporation, 0.17%		17,800,000		2.92	%
	18,700,000	7/12/2013	Sumitomo Trust & Banking Co, 0.16%		18,700,000		3.07	%
	13,150,000	7/12/2013	Toyota Motor Credit Corporation, 0.07%		13,149,463		2.16	%
	9,300,000	7/15/2013	Toyota Motor Credit Corporation, 0.07%		9,299,566		1.53	%
Total Corporate Notes (cost - $220,840,149)					220,840,149		36.23	%
U.S. Treasury Obligations
$	15,394,000	7/5/2013	United States Treasury Bill, 0.00%		15,393,985		2.52	%
	5,000,000	11/30/2013	United States Treasury Note, 2.00%		5,039,060		0.83	%
	25,000,000	4/15/2014	United States Treasury Note, 1.25%		25,211,925		4.14	%
	22,000,000	6/15/2014	United States Treasury Note, 0.75%		22,116,006		3.63	%
Total United States Treasury Obligations (cost - $67,766,498)					67,760,976		11.12	%
Total investment securities (cost - $547,388,761)				$	547,389,619		89.80	%

See accompanying notes.

-3-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

JUNE 30, 2013 (Unaudited)

	Range of Expiration Dates	Number of Contracts			Value			% of Partners' Capital
LONG FUTURES CONTRACTS:
Agriculture	Jul 13 - Mar 14		1,669		$	(1,695,619	)		(0.28	)%
Currencies	Jul 13 - Sep 13		1,167			(2,914,539	)		(0.48	)%
Energy	Jul 13 - Aug 13		385			(1,507,880	)		(0.24	)%
Interest Rates	Aug 13 - Jun 16		2,600			(2,430,111	)		(0.40	)%
Metals	Jul-13		264			(1,050,881	)		(0.17	)%
Stock Indices	Jul 13 - Sep 13		2,954			(4,028,949	)		(0.66	)%
Treasury Rates	Sep-13		175			(645,078	)		(0.11	)%
Total long futures contracts			9,214			(14,273,057	)		(2.34	)%
SHORT FUTURES CONTRACTS:
Agriculture	Jul 13 - May 14		1,466			1,991,107			0.33	%
Currencies	Sep-13		2,354			5,361,180			0.88	%
Energy	Jul 13 - Oct 13		705			65,849			0.01	%
Interest Rates	Sep 13 - Jun 16		839			(128,899	)		(0.02	)%
Metals	Jul 13 - Jun 14		1,430			13,347,830			2.19	%
Stock Indices	Jul 13 - Sep 13		460			372,489			0.06	%
Treasury Rates	Sep-13		215			30,828			0.00	%
Total short futures contracts			7,469			21,040,384			3.45	%
Total futures contracts			16,683		$	6,767,327			1.11	%
LONG FORWARD CONTRACTS:
Currencies	Jul 13 - Dec 13	$	288,294,610	(1)	$	(2,008,730	)		(0.33	)%
SHORT FORWARD CONTRACTS:
Currencies`	Jul 13 - Dec 13	$	288,963,672	(1)		1,339,668			0.22	%
Total forward currency  contracts					$	(669,062	)		(0.11	)%

(1) Represents the June 30, 2013 U.S. dollar equivalent of the notional amount bought or sold

See accompanying notes.

-4-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012  (Audited)

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.

-5-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012  (Audited)

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.

-6-

ALTEGRIS WINTON FUTURES FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012  (Audited)

	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.

-7-

ALTEGRIS WINTON FUTURES FUND, L.P.

STATEMENTS OF INCOME (LOSS)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
TRADING GAIN (LOSS)
Gain (loss) on trading of
derivatives contracts
Realized	$	(5,479,119	)	$	(23,569,244	)	$	26,794,338		$	(9,984,344	)
Change in unrealized		732,793			(2,332,526	)		(825,655	)		(20,904,429	)
Brokerage commissions		(2,485,123	)		(3,147,671	)		(5,094,616	)		(6,325,022	)
Gain (loss) from trading futures		(7,231,449	)		(29,049,441	)		20,874,067			(37,213,795	)
Gain (loss) on trading of securities
Realized		51,200			93,814			119,780			206,784
Change in unrealized		(57,577	)		(85,159	)		(102,915	)		(121,233	)
Gain (loss) from trading securities		(6,377	)		8,655			16,865			85,551
Gain (loss) on trading of foreign currency
Realized		(125,891	)		(257,796	)		23,961			(290,421	)
Change in unrealized		100,676			(53,407	)		(407,533	)		297,850
Gain (loss) from trading foreign currency		(25,215	)		(311,203	)		(383,572	)		7,429
Total trading gain (loss)		(7,263,041	)		(29,351,989	)		20,507,360			(37,120,815	)
NET INVESTMENT INCOME (LOSS)
Income
Interest income		177,218			264,891			407,342			526,754
Expenses
Management fee		1,794,874			2,269,398			3,681,250			4,550,041
Advisory fee		1,539,610			1,938,603			3,154,188			3,887,728
Administrative fee		377,900			472,322			774,664			942,482
Service fees		1,560,366			1,944,421			3,201,943			3,941,817
Incentive fee		190,931			-			590,991			7,893
Professional fees		482,548			512,329			981,077			1,130,978
Offering expense		650			22,393			650			23,557
Interest expense		3,875			-			7,111			-
Other expenses		23,751			158,567			128,342			302,231
Total expenses		5,974,505			7,318,033			12,520,216			14,786,727
Net investment loss		(5,797,287	)		(7,053,142	)		(12,112,874	)		(14,259,973	)
NET LOSS	$	(13,060,328	)	$	(36,405,131	)	$	8,394,486		$	(51,380,788	)

See accompanying notes.

-8-

ALTEGRIS WINTON FUTURES FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (Unaudited)

				Limited Partners
	Total			Original Class A			Original Class B			Special Interests			Class A			Class B			Institutional Interests			General Partner
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		-			(64,148	)		64,148			-			(2,353,284	)		(478,722	)		2,832,006			-
Capital additions		94,934,831			930,825			-			-			44,242,277			33,589,015			16,172,714			-
Capital withdrawals		(76,811,041	)		(5,407,709	)		(893,048	)		-			(31,049,376	)		(21,498,023	)		(17,962,885	)		-
From operations:
Net investment income (loss)		(14,259,973	)		(959,033	)		(135,140	)		(278,528	)		(7,932,379	)		(3,356,503	)		(1,598,337	)		(53	)
Net realized gain (loss) from investments		(16,393,003	)		(1,267,112	)		(265,276	)		(630,315	)		(6,438,402	)		(4,780,702	)		(3,011,126	)		(70	)
Net change in unrealized gain (loss) from investments		(20,727,812	)		(1,527,988	)		(321,323	)		(796,097	)		(8,183,801	)		(5,902,444	)		(3,996,070	)		(89	)
Net (loss) for the six months ended June 30, 2012		(51,380,788	)		(3,754,133	)		(721,739	)		(1,704,940	)		(22,554,582	)		(14,039,649	)		(8,605,533	)		(212	)
Balances at June 30, 2012	$	786,422,429		$	59,317,985		$	12,577,775		$	30,913,517		$	308,955,315		$	226,534,566		$	148,119,828		$	3,443
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
Transfers		-			-			-			-			(2,454,930	)		(586,137	)		3,041,067			-
Capital additions		26,214,380			60,024			-			-			16,485,467			6,578,889			3,090,000			-
Capital withdrawals		(123,829,356	)		(9,654,667	)		(3,359,405	)		-			(44,007,310	)		(44,519,872	)		(22,288,102	)		-
From operations:
Net investment income (loss)		(12,112,874	)		(733,353	)		(100,520	)		(277,184	)		(6,751,610	)		(2,981,658	)		(1,268,498	)		(51	)
Net realized gain (loss) from investments		21,843,463			1,550,696			310,465			985,930			8,501,793			6,568,173			3,926,297			109
Net change in unrealized gain (loss) from investments		(1,336,103	)		(31,689	)		21,454			(144,517	)		(515,749	)		(300,049	)		(365,537	)		(16	)
Net income for the six months ended June 30, 2013		8,394,486			785,654			231,399			564,229			1,234,434			3,286,466			2,292,262			42
Balances at June 30, 2013	$	609,565,895		$	42,271,990		$	8,156,138		$	31,411,049		$	248,358,409		$	173,945,926		$	105,418,927		$	3,456

See accompanying notes.

-9-

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.

The General Partner is controlled by an entity whose ultimate parent is Genworth Financial, Inc. the financial statements of which are a matter of public record. Genworth Financial, Inc. has not committed itself to increase or maintain the General Partners capital or provide any direct or indirect financial support to the General Partner, and the General Partner is not reliant on Genworth Financial Inc., or any of its direct or indirect subsidiaries, to provide it with operating capital.

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 June 30, 2013 and December 31, 2012, and reported amounts of income and expenses for the three and six months ended June 30, 2013 and 2012, respectively.  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.

The accompanying unaudited condensed financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X, promulgated by the U.S. Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnote disclosures required under U.S. GAAP.  The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of the General Partner, necessary for the fair presentation of the condensed financial statements for the interim period.

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.

-10-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Fair Value (continued)

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.

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.

-11-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Fair Value (continued)

The Partnership values futures and options on futures contracts at the closing price of the contract’s primary exchange. The Partnership includes futures and options on futures contracts in Level 1 of the fair value hierarchy, as they are exchange traded derivatives.

Forward currency contracts are valued at fair value using spot currency rates and adjusted for interest rates and other typical adjustment factors. The Partnership 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. As of June 30, 2013 and December 31, 2012 no U.S. government agency bonds and notes were fair valued using valuation models.

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. As of June 30, 2013 and December 31, 2012 no corporate notes were fair valued using valuation models.

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 period ended June 30, 2013 and the year ended December 31, 2012.

-12-

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 June 30, 2013 and December 31, 2012:

June 30, 2013	Level 1			Level 2			Level 3		Balance as of June 30, 2013
Assets:
Futures contracts (1)	$	22,718,635		$	-		$	-	$	22,718,635
Forward currency contracts (1)		-			2,968,819			-		2,968,819
U.S. Government agency
bonds and notes		258,788,494			-			-		258,788,494
Corporate notes		-			220,840,149			-		220,840,149
U.S. Treasury Obligations		67,760,976			-			-		67,760,976
	$	349,268,105		$	223,808,968		$	-	$	573,077,073
Liabilities:
Futures contracts (1)	$	(15,951,308	)	$	-		$	-	$	(15,951,308	)
Forward currency contracts (1)		-			(3,637,881	)		-		(3,637,881	)
	$	(15,951,308	)	$	(3,637,881	)	$	-	$	(19,589,189	)
									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	)

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

For the six month period ended June 30, 2013 and the year ended December 31, 2012, there were no transfers between Level 1 and Level 2 assets and liabilities. For the six months period ended June 30, 2013 and the year ended December 31, 2012, 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 Income (Loss).  Brokerage commissions on securities 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.

-13-

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 Statements of Income (Loss). Brokerage commissions on futures and options on futures contracts include other trading fees and are incurred as an expense when contracts are opened, and are recognized as trading gains and losses.

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.

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”).  

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.

-14-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Option Contracts (continued)

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.

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 June 30, 2013 and December 31, 2012 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 June 30, 2013 and December 31, 2012 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.

-15-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H. Foreign Currency Transactions

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 the Statement of Income (Loss).

I. Cash

Restricted cash is held as maintenance margin deposits 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 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. 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 June 30, 2013 and December 31, 2012.  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 six month period ended June 30, 2013 and for the year ended December 31, 2012.

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

K. Reclassifications

Certain amounts in the December 31, 2012 and June 30, 2012 financial statements were reclassified to conform to the 2013 presentation.

-16-

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.

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. 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 distributions were made for the six months ended June 30, 2013 and 2012.

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.

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.

-17-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

A. General Partner Management Fee (continued)

Total management fees earned by the General Partner, for the three and six months ended June 30, 2013 and 2012 are shown on the Statements of Income (Loss) as Management Fee.

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. For the three and six months ended June 30, 2013, administrative fees for Class A Interests were $220,474 and $447,366, respectively and administrative fees for Class B Interests were $157,426 and $327,298, respectively.  For the three and six months ended June 30, 2012, administrative fees for Class A Interests were $272,371 and $547,282, respectively and administrative fees for Class B Interests were $199,951 and $395,200, respectively.  General Partner’s Interest, Original Class A, Original Class B, Special Interests and Institutional Interests did not get charged the 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 June 30, 2013 and December 31, 2012, respectively, the Partnership had commissions and brokerage fees payable to Altegris Futures of $797,999 and $848,875, and service fees payable to Altegris Investments of $70,812 and $77,290, respectively. The following tables show the fees paid to Altegris Investments and Altegris Futures for the three and six months ended June 30, 2013 and 2012:

-18-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

C. Altegris Investments, Inc. and Altegris Futures, L.L.C. (continued)

	Three months ended		Six months ended		Three months ended		Six months ended
	June 30, 2013		June 30, 2013		June 30, 2012		June 30, 2012
Altegris Futures - Brokerage
Commission fees	$	2,411,665	$	4,817,920	$	2,914,059	$	5,942,694
Altegris Investments- Service fees		216,595		441,597		299,344		631,050
Total	$	2,628,260	$	5,259,517	$	3,213,403	$	6,573,744

The amounts above are included in Brokerage Commissions and Service Fees on the Statements of Income (Loss), respectively. The amounts shown on the Statements of Income (Loss) include fees paid to non-related parties.

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 three and six months ended June, 2013 and 2012 are shown on the Statements of Income (Loss).

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.  For the three and six months ended June 30, 2013, management fees for Class A Interests were $668,101 and $1,355,653, respectively, management fees for Class B Interests were $447,050 and $991,813, respectively, management fees for Original Class B Interests were $22,916 and $49,643, respectively, management fees for Special Interests were $81,054 and $159,167, respectively and management fees for Institutional Interests were $290,489 and $597,912, respectively.  For the three and six months ended June 30, 2012, management fees for Class A Interests were $825,394 and $1,658,456, respectively, management fees for Class B Interests were $605,929 and $1,197,594, respectively, management fees for Original Class B Interests were $33,514 and $68,446, respectively, management fees for Special Interests were $80,312 and $161,885, respectively and management fees for Institutional Interests were $393,454 and $801,347, respectively. General Partner’s Interest and Original Class A Interests did not get charged the management fee.

-19-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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. For the three and six months ended June 30, 2013, service fees for General Partner’s Interest, were $18 and $35, respectively, service fees for Class A Interests were $1,321,685 and $2,705,236, respectively, service fees for Original Class A Interests were $232,156 and $484,218, respectively and service fees for Institutional Interests were $6,507 and $12,454, respectively.  For the three and six months ended June 30, 2012, service fees for General Partner’s Interest were $18 and $36, respectively and service fees for Class A Interests were $1,621,407 and $3,284,068, respectively, service fees for Original Class A Interests were $314,651 and $638,679, respectively and service fees for Institutional Interests were $8,345 and $19,034, respectively. Class B, Original Class B and Special Interests did not get charged the 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 COMMISSIONS

The Partnership pays brokerage commissions to the Clearing Broker for clearing trades on its behalf, which are reflected on the Statements of Income (Loss) as Brokerage Commissions. The Partnership pays to its clearing brokers a monthly brokerage commission equal to the greater of: (1)  actual brokerage commissions, which are based upon trading volume, or (2) a flat rate of 0.125% (1.5% annually) (the "Minimum Amount") of the Partnership's management fee net asset value.

If actual brokerage commissions paid to the Clearing Broker are less than the Minimum Amount, the Partnership will pay to the introducing broker, the difference. However, if actual brokerage commissions are greater than the Minimum Amount, the Partnership only pays the actual 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.

-20-

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 June 30, 2013 and December 31, 2012.  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.

	June 30, 2013
	Asset Derivatives Fair Value		Liability Derivatives Fair Value			Net Fair Value
Futures Contracts	$	22,718,635	$	(15,951,308	)	$	6,767,327
Forward  Currency Contracts		2,968,819		(3,637,881	)		(669,062	)
Total Gross Fair Value of Derivatives	$	25,687,454	$	(19,589,189	)	$	6,098,265

	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

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 three and six months ended June 30, 2013 and 2012.

The below captions of “Realized” and “Change in Unrealized” correspond to the captions in the Statements of Income (Loss).

-21-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

	Three Months Ended June 30, 2013
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	(1,440,201	)	$	911,411			58,495
Forward Currency Contracts		(4,038,918	)		(178,618	)	$	291,648,058,485	(1)
Total gains from derivatives trading	$	(5,479,119	)	$	732,793
	Six Months Ended June 30, 2013
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	30,475,021		$	603,683			108,875
Forward Currency Contracts		(3,680,683	)		(1,429,338	)	$	512,667,396,793	(1)
Total gains from derivatives trading	$	26,794,338		$	(825,655	)

(1) Represents the U.S. dollar equivalent of the notional amount bought or sold during the three and six months ended June 30, 2013. The number of contracts closed using average cost for long contracts of 816,468 and 1,741,367 and short contracts of (723,549) and (1,681,353) for the three and six months ended June 30, 2013.

	Three Months Ended June 30, 2012
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	(19,331,679	)	$	(3,061,906	)		52,760
Options on Futures Contracts		87,565			16,056			340
Forward Currency Contracts		(4,325,130	)	��	713,324		$	19,779,219,078	(1)
Total gains from derivatives trading	$	(23,569,244	)	$	(2,332,526	)

	Six Months Ended June 30, 2012
	Realized			Change in Unrealized			Number of Contracts Closed
Futures Contracts	$	(4,836,882	)	$	(21,063,621	)		104,269
Options on Futures Contracts		175,465			1,814			668
Forward Currency Contracts		(5,322,927	)		157,378		$	24,719,275,470	(1)
Total gains from derivatives trading	$	(9,984,344	)	$	(20,904,429	)

(1) Represents the U.S. dollar equivalent of the notional amount bought or sold during the three and six months ended June 30, 2012. The number of contracts closed using average cost for long contracts of 955,720 and 2,681,724 and short contracts of (1,120,028) and (2,439,176) for the three and six months ended June 30, 2012.

Effective January 1, 2013 the Partnership adopted Accounting Standards Update 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (the “ASU,” “ASU 2011-11”).  The amendments to this standard require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

-22-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

With respect to futures contracts and options on futures contracts, the Partnership has entered into an agreement with the Clearing Broker which  grants the Clearing Broker the right to offset recognized derivative assets and derivative liabilities if certain conditions exist, which would require the Clearing Broker to liquidate the Partnership’s positions. These events include the following: (i) the Clearing Broker is directed or required by a regulatory or self-regulatory organization, (ii) the Clearing Broker determines, at its discretion, that the risk in the Partnership’s account must be reduced for protection of the Clearing Broker, (iii) upon the Partnership’s breach or failure to perform on its contractual agreements with the Clearing Broker, (iv) upon the commencement of bankruptcy, insolvency or similar proceeding for the protection of creditors against the Partnership, or (v) upon the dissolution, winding-up, liquidation or merger of the Partnership.

With respect to foreign currency forward contracts, the Partnership has entered into an agreement with the Clearing Broker, whereby the party having the greater obligation (either the Partnership or the Clearing Broker) shall deliver to the other party at the settlement date the net amount of recognized derivative assets and liabilities.

The following table summarizes the disclosure requirements of ASU 2011-11:

As of June 30, 2013								Gross Amounts Not Offset in the Statement of Financial Condition
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition			Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received (1)		Net Amount
Forward contracts		2,968,819		(2,968,819	)		-		-		-		-
Commodity futures contracts		22,718,635		(15,951,308	)		6,767,327		-		-		6,767,327
Total		25,687,454		(18,920,127	)		6,767,327		-		-		6,767,327

Offsetting the Financial Liabilities and Derivative Liabilities
									Gross Amounts Not Offset in the Statement of Financial Condition
As of June 30, 2013
	Gross Amounts of			Gross Amounts Offset in the Statement of		Net Amounts of Liabilities Presented in the Statement
Description	Recognized Liabilities			Financial Condition		of Financial Condition			Financial Instruments		Cash Collateral Pledged (1)		Net Amount
Forward contracts		(3,637,881	)		2,968,819		(669,062	)		-		-		(669,062	)
Commodity futures contracts		(15,951,308	)		15,951,308		-			-		-		-
Total		(19,589,189	)		18,920,127		(669,062	)		-		-		(669,062	)

-23-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)

Offsetting the Financial Assets and Derivative Assets
								Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2012
	Gross Amounts of		Gross Amounts Offset in the Statement of			Net Amounts of Assets Presented in the Statement
Description	Recognized Assets		Financial Condition			of Financial Condition		Financial Instruments		Cash Collateral Received (1)		Net Amount
Forward contracts		2,265,792		(1,505,516	)		760,276		-		-		760,276
Commodity futures contracts		19,857,707		(13,694,063	)		6,163,644		-		-		6,163,644
Total		22,123,499		(15,199,579	)		6,923,920		-		-		6,923,920

Offsetting the Financial Liabilities and Derivative Liabilities
								Gross Amounts Not Offset in the Statement of Financial Condition
As of December 31, 2012
Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged (1)		Net Amount
Forward contracts		(1,505,516	)		1,505,516		-		-		-		-
Commodity futures contracts		(13,694,063	)		13,694,063		-		-		-		-
Total		(15,199,579	)		15,199,579		-		-		-		-

(1) Does not include maintenance margin deposits held at the Clearing Broker of $49,932,534 for 2013 and $71,486,531 for 2012, respectively.  

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).

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.

-24-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

All of the contracts currently traded by the Partnership are exchange traded.  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.  However, in the future, if the Partnership were to enter into non-exchange traded contracts, it would be 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, if any.

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.

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.

-25-

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 three and six months ended June 30, 2013 and 2012.  This information has been derived from information presented in the financial statements.

Three months ended June 30, 2013

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners (3)
Return prior to incentive fees		(2.00	)%		(1.76	)%		(1.70	)%		(2.45	)%		(1.96	)%		(1.77	)%
Incentive fees		(0.00	)%		(0.00	)%		(0.00	)%		(0.01	)%		(0.01	)%		(0.00	)%
Total return after incentive fees		(2.00	)%		(1.76	)%		(1.70	)%		(2.46	)%		(1.97	)%		(1.77	)%
Ratio to average net asset value
Expenses prior to incentive fees (2)		3.12	%		2.11	%		1.83	%		5.00	%		2.97	%		2.15	%
Incentive fees (3)		0.04	%		0.03	%		0.00	%		0.03	%		0.04	%		0.02	%
Total expenses		3.16	%		2.14	%		1.83	%		5.03	%		3.01	%		2.17	%
Net investment (loss) (1) (2)		(3.01	)%		(2.00	)%		(1.72	)%		(4.90	)%		(2.86	)%		(2.04	)%

Six months ended June 30, 2013

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners (3)
Return prior to incentive fees		1.21	%		1.72	%		1.85	%		0.29	%		1.30	%		1.71	%
Incentive fees		(0.00	)%		(0.00	)%		(0.02	)%		(0.08	)%		(0.08	)%		(0.06	)%
Total return after incentive fees		1.21	%		1.72	%		1.83	%		0.21	%		1.22	%		1.65	%
Ratio to average net asset value
Expenses prior to incentive fees (2)		3.14	%		2.13	%		1.83	%		5.01	%		2.98	%		2.15	%
Incentive fees (3)		0.04	%		0.03	%		0.02	%		0.10	%		0.11	%		0.08	%
Total expenses		3.18	%		2.16	%		1.85	%		5.11	%		3.09	%		2.23	%
Net investment (loss) (1) (2)		(3.02	)%		(2.01	)%		(1.72	)%		(4.88	)%		(2.85	)%		(2.03	)%

-26-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 10 - FINANCIAL HIGHLIGHTS (CONTINUED)

Three months ended June 30, 2012

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners (3)
Return prior to incentive fees		(4.24	)%		(4.01	)%		(3.95	)%		(4.69	)%		(4.21	)%		(4.01	)%
Incentive fees		(0.00	)%		(0.00	)%		(0.00	)%		(0.00	)%		(0.00	)%		(0.00	)%
Total return after incentive fees		(4.24	)%		(4.01	)%		(3.95	)%		(4.69	)%		(4.21	)%		(4.01	)%
Ratio to average net asset value
Expenses prior to incentive fees (2)		3.10	%		2.11	%		1.85	%		5.02	%		3.01	%		2.16	%
Incentive fees (3)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Total expenses		3.10	%		2.11	%		1.85	%		5.02	%		3.01	%		2.16	%
Net investment (loss) (1) (2)		(2.98	)%		(1.98	)%		(1.72	)%		(4.89	)%		(2.88	)%		(2.03	)%

Six months ended June 30, 2012

	Original			Original			Special									Institutional
	Class A			Class B			Interests			Class A			Class B			Interests
Total return for Limited Partners (3)
Return prior to incentive fees		(5.80	)%		(5.35	)%		(5.23	)%		(6.68	)%		(5.74	)%		(5.36	)%
Incentive fees		(0.00	)%		(0.00	)%		(0.00	)%		(0.00	)%		(0.00	)%		(0.00	)%
Total return after incentive fees		(5.80	)%		(5.35	)%		(5.23	)%		(6.68	)%		(5.74	)%		(5.36	)%
Ratio to average net asset value
Expenses prior to incentive fees (2)		3.08	%		2.12	%		1.86	%		5.03	%		3.01	%		2.16	%
Incentive fees (3)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Total expenses		3.08	%		2.12	%		1.86	%		5.03	%		3.01	%		2.16	%
Net investment (loss) (1) (2)		(2.95	)%		(2.00	)%		(1.73	)%		(4.91	)%		(2.88	)%		(2.03	)%

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.

(2) Annualized.

(3) Not annualized.

-27-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 11 - SUBSEQUENT EVENTS

Management of the Partnership evaluated subsequent events through the date these financial statements were issued.

From July 1, 2013 through August 14, 2013, the Partnership had subscriptions of $2,451,996 and no redemptions.

-28-

ALTEGRIS WINTON FUTURES FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

PART I – FINANCIAL INFORMATION (continued)

Item 2:   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Reference is made to “Item 1: Financial Statements.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.

Liquidity

The Partnership’s assets are generally held as cash or cash equivalents, which are used to margin the Partnership’s futures positions and are sold to pay redemptions and expenses as needed.  Other than any potential market-imposed limitations on liquidity, the Partnership’s assets are highly liquid and are expected to remain so.  Market-imposed limitations, when they occur, can be due to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Partnership’s futures trading.  A portion of the Partnership’s assets not used for margin and held with the Custodian, are invested in liquid, high quality securities.  Through June 30, 2013, the Partnership experienced no meaningful periods of illiquidity in any of the markets traded by the Advisor on behalf of the Partnership.

Capital Resources

The Partnership raises additional capital only through the sale of Interests and capital is increased through trading profits (if any) and interest income.  The Partnership does not engage in borrowing.

The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership has no significant capital expenditure or working capital requirements other than for capital to pay trading losses, brokerage commissions and expenses.  Within broad ranges of capitalization, the Partnership’s trading positions should increase or decrease in approximate proportion to the size of the Partnership.

The Partnership participates in the speculative trading of commodity futures contracts, options on futures contracts and forward 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.  Further, the Partnership’s futures commission merchants and brokers may require margin in excess of minimum exchange requirements.

Contracts currently traded by the Advisor on behalf of the Partnership include exchange-traded futures contracts and over-the-counter forward currency contracts.  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 trading counterparties, whereas exchange-traded contracts are generally, but not universally, backed by the collective credit of the members of the exchange.  The credit risk from counterparty non-performance associated with the Partnership’s over-the-counter forward currency transactions is the net unrealized gain on such contracts plus related collateral held by the counterparty.

The Partnership bears the risk of financial failure by the Clearing Broker and Newedge Alternative Strategies, Inc. (which may from time to time execute spot and other over-the-counter foreign exchange transactions as a counterparty to the Partnership) and/or other clearing brokers or counterparties with which the Partnership trades. 

-29-

Results of Operations

Performance Summary

The Partnership’s success depends primarily upon the Advisor’s ability to recognize and capitalize on market trends in the sectors of the global commodity futures markets in which it trades.  The Partnership seeks to produce long-term capital appreciation through growth, and not current income.  The past performance of the Partnership is not necessarily indicative of future results.

Results of Operations

Due to the nature of the Partnership’s trading, the results of operations for the interim period presented should not be considered indicative of the results that may be expected for the entire year.

Contractual Obligations

The Partnership does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources.  The Partnership’s sole business is trading futures and forward contracts, both long (contracts to buy) and short (contacts to sell).  All such contracts are settled by offset, not delivery.  Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Partnership for less than four months before being offset or rolled over into new contracts with similar maturities.  The Partnership’s financial statements present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of the Partnership’s open futures and forward currency contracts, both long and short, at June 30, 2013.

Three Months Ended June 30, 2013

During the second quarter of 2013, the Partnership incurred net realized and unrealized losses of $7,263,041 from its trading activities, net of brokerage commissions of $2,485,123.  The Partnership incurred total expenses of $5,974,505, including $1,794,874 in management fees paid to the General Partner, $190,931 in incentive fees, and $2,042,914 in service and professional fees.  The Partnership earned $177,218 in interest income during the second quarter of 2013.  An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for the second quarter of 2013 is set forth below.

Second Quarter 2013.  The Partnership experienced a gain in April 2013. Financial markets extended their rally through April, as the combination of central bank balance sheet expansion and a positive earnings season helped performance. Some momentum was lost mid-April after the release of unexpectedly soft financial data out of China. However, metal prices sold off and have struggled to recover, increasing the value of short positions in futures contracts in gold, copper and to a lesser extent, silver. Japanese markets provided the biggest outperformances as trends in the Nikkei and Yen accelerated, delivering large gains.  The Partnership experienced a loss in May 2013 as the combination of the ECB cutting interest rates and discussing preventative measures helped US and European equity markets post gains. In Japan there was a volatile reversal to the rally seen so far in 2013, with yields pushed higher as fixed income positions unwound, reducing the value of long holdings in Europe and the US. Emerging market currencies weakened as the differential between core and peripheral yields narrowed, negatively impacting long holding of Turkish Lira and Chilean Peso. Precious metals also extended recent losses, benefitting short gold positions in that sector. The Partnership experienced a loss in June 2013 as the markets reacted to the rise in US yields that continued despite attempts from Federal Reserve officials to reassure market participants. This momentum was not helped by generally positive US economic data and the resulting sell off in asset prices. This was particularly so in Japan, where the so-called “Abenomics” rally came to a definite end. The Partnership’s long positions across futures contracts on equity indices and fixed income markets fell in value. Losses were offset to some extent by short positions in the precious and base metal sectors.

Three Months Ended June 30, 2012

During the second quarter of 2012, the Partnership achieved net realized and unrealized losses of $29,351,989 from its trading activities, net of brokerage commissions of $3,147,671. The Partnership incurred total expenses of $7,318,033 including $2,269,398 in management fees paid to the General Partner, $2,456,750 in service and professional fees, and incurred no incentive fees. The Partnership earned $264,891 in interest income during the second quarter of 2012. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for the second quarter of 2012 is set forth below.

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Second Quarter 2012. The Partnership experienced a loss in April 2012 as yields on German bonds and global equity markets fell from their recent highs. The Partnership suffered losses on its long positions in stock index futures while gains were made on long fixed income futures. Trading in soy bean futures contracts also made a significant contribution to the month’s performance. The Partnership experienced a loss in May 2012. The Partnership suffered losses early in the month as global stock markets fell while German and U.S. government bonds rallied. The last week of the month, however, saw a recovery of most of these losses with gains mainly focused in futures contracts on government bonds. The Partnership’s position on the Euro, which fell against the dollar, also made a meaningful contribution. Losses were focused in trading on futures contracts in energies and stock indices during the month. The Partnership experienced a loss in June 2012. The markets reacted to a decision on Spanish bank debt on the final day of the month, as the Euro and world stock indices rose. The main losses for the Partnership were from futures contracts on bonds, currencies and stock indices, with profits made in futures contracts on short term rates and base metals.

Six Months Ended June 30, 2013

During the six months ended June 30, 2013, the Partnership achieved net realized and unrealized gains of $20,507,360 from its trading activities, net of brokerage commissions of $5,094,616. The Partnership incurred total expenses of $12,520,216, including $3,681,250 in management fees paid to the General Partner, $590,991 in incentive fees, and $4,183,020 in service and professional fees. The Partnership earned $407,342 in interest income during the six months ended June 30, 2013. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for the six months ended June 30, 2013 is set forth below.

Second Quarter 2013.  The Partnership experienced a gain in April 2013. Financial markets extended their rally through April, as the combination of central bank balance sheet expansion and a positive earnings season helped performance. Some momentum was lost mid-April after the release of unexpectedly soft financial data out of China. However, metal prices sold off and have struggled to recover, increasing the value of short positions in futures contracts in gold, copper and to a lesser extent, silver. Japanese markets provided the biggest outperformances as trends in the Nikkei and Yen accelerated, delivering large gains.  The Partnership experienced a loss in May 2013 as the combination of the ECB cutting interest rates and discussing preventative measures helped US and European equity markets post gains. In Japan there was a volatile reversal to the rally seen so far in 2013, with yields pushed higher as fixed income positions unwound, reducing the value of long holdings in Europe and the US. Emerging market currencies weakened as the differential between core and peripheral yields narrowed, negatively impacting long holding of Turkish Lira and Chilean Peso. Precious metals also extended recent losses, benefitting short gold positions in that sector. The Partnership experienced a loss in June 2013 as the markets reacted to the rise in US yields that continued despite attempts from Federal Reserve officials to reassure market participants. This momentum was not helped by generally positive US economic data and the resulting sell off in asset prices. This was particularly so in Japan, where the so-called “Abenomics” rally came to a definite end. The Partnership’s long positions across futures contracts on equity indices and fixed income markets fell in value. Losses were offset to some extent by short positions in the precious and base metal sectors.

First Quarter 2013. The Partnership achieved a gain in January 2013 with the Partnership’s trading in futures contracts on stock indices making the most significant contribution to performance. Indications of early repayments of European Central Bank loans and the Yen stimulus package from the new Japanese government helped the short Yen and long Euro positions in the Partnership’s currency portfolio achieve large gains. Energy prices increased through the month, with a negative impact on the Partnership’s short positions in futures contracts on oil and natural gas. The Partnership experienced a loss in February 2013. February was a turbulent month for asset prices leaving the value of our positions in futures contracts on equities and currencies down on the month. This negative performance was offset in part by corresponding higher moves in bond and fixed income prices. Crop prices fell, benefitting the Partnership’s short wheat and corn positions. Precious metals also contributed to losses with a continuation of recent market falls incurring losses in the Partnership’s long silver position. The Partnership achieved a gain in March 2013 as US equity markets resumed their rally, producing strong returns for the Partnership’s long positions in futures contracts on U.S. stock indices. Uncertainty surrounding financial stability in Cyprus saw European stock indices fall in the second half of the month, additionally hurting the value of some of the Partnership’s long positions in futures contracts on emerging market currencies and the Partnership’s short gold position. The Partnership achieved gains in its trading of futures contracts in Yen and Japanese stock indices. Extended cold weather eroded natural gas storage levels, pushing prices significantly higher and helping the energy sector make gains in the Partnership’s portfolio during the month.

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Six Months Ended June 30, 2012

During the six months ended June 30, 2012, the Partnership achieved net realized and unrealized losses of $37,120,815 from its trading activities, net of brokerage commissions of $6,325,022. The Partnership incurred total expenses of $14,786,727, including $4,550,041 in management fees paid to the General Partner, $7,893 in incentive fees, and $5,072,795 in service and professional fees. The Partnership earned $526,754 in interest income during the six months ended June 30, 2012. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for the second quarter of 2012 and six months ended June 30, 2012 is set forth below.

Second Quarter 2012. The Partnership experienced a loss in April 2012 as yields on German bonds and global equity markets fell from their recent highs. The Partnership suffered losses on its long positions in stock index futures while gains were made on long fixed income futures. Trading in soy bean futures contracts also made a significant contribution to the month’s performance. The Partnership experienced a loss in May 2012. The Partnership suffered losses early in the month as global stock markets fell while German and U.S. government bonds rallied. The last week of the month, however, saw a recovery of most of these losses with gains mainly focused in futures contracts on government bonds. The Partnership’s position on the Euro, which fell against the dollar, also made a meaningful contribution. Losses were focused in trading on futures contracts in energies and stock indices during the month. The Partnership experienced a loss in June 2012. The markets reacted to a decision on Spanish bank debt on the final day of the month, as the Euro and world stock indices rose. The main losses for the Partnership were from futures contracts on bonds, currencies and stock indices, with profits made in futures contracts on short term rates and base metals.

First Quarter 2012. The Partnership achieved a gain in January 2012. Global stock markets began the year with a rally, and the Euro reversed its downward trend of the prior two months. Government bonds rallied in the second half of the month, with US 5-year yields reaching record lows. The Partnership ended the month up, with gains in futures contracts on stock indices, short-term rates, bonds and precious metals being offset by losses in trading in futures contracts on base metals and currencies. The Partnership experienced a loss in February 2012, as the rally in equity markets that started in the middle of December continued with the S&P 500 Index climbing back to the highs that it made last year. The price of crude oil increased by around $10 a barrel during the month. The Partnership’s gains this month were the result of being long stock indices and long energies. These gains were not sufficient to offset losses elsewhere, principally coming from a short position in the Euro and being long the Yen. The Partnership experienced a loss in March 2012 as Government Bonds fell significantly, with US 10-year notes reaching levels not seen since October last year. Concerns over energy prices did not seem to affect US equity markets, where the S&P 500 continued its ascent. European equity markets lagged behind their US counterparts, with the restructuring of Greece’s debt dominating the headlines. The Partnership ended the month down, with gains in trading of futures contracts on equity indices offsetting losses in futures contracts on bonds.

Off-Balance Sheet Arrangements

The Partnership does not engage in off-balance sheet arrangements with other entities.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4: Controls and Procedures.

The General Partner, with the participation of the General Partner’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this quarterly report, and, based on their evaluation, has concluded that these disclosure controls and procedures are effective.  There were no significant changes in the General Partner’s internal controls over financial reporting with respect to the Partnership or in other factors applicable to the Partnership that could significantly affect these controls subsequent to the date of the evaluation.

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PART II – OTHER INFORMATION

Item 1:  Legal Proceedings.

None.

Item 1A:  Risk Factors.

Trading Decisions Based on Technical Analysis.  The Advisor uses trading programs that use “technical” factors in identifying price moves.  The success of technical analysis depends upon the occurrence in the future of price movements.  Technical systems will not be profitable and may in fact produce losses if there are no market moves of the kind the system seeks to follow.  Any factor that would make it more difficult to execute the trades identified, such as a reduction of liquidity, also would reduce profitability.  There is no assurance that the Advisor’s trading systems will generate profits under all or any market conditions.

Possible Effects of Other Similar Systems.  Commodity trading systems which use signals like the Advisor’s are not new.  If many traders follow similar systems, these systems may generate similar buy and sell orders at the same time.  Depending on the liquidity of a market, this could cause difficulty in executing orders.  The Advisor believes that although there has been an increase in the number of trading systems in recent years, there also has been an increase in the overall trading volume and liquidity in the futures markets.

Reliance on Key Personnel. The Advisor has exclusive responsibility for trading for the Partnership.  The Advisor depends on the services of one or two key persons.  If they cannot or will not provide those services, it could adversely affect the Advisor’s ability to trade for the Partnership.  If this occurs, the General Partner may terminate the contract.

Changes in Trading Strategies.  The Advisor can make any changes in its trading strategies if it believes that they will be in the Partnership’s best interests.  A change in commodities traded is not a change in trading strategy.

Possible Effects of Speculative Position Limits and Accountability Levels.  The CFTC and U.S. exchanges have established speculative position limits and accountability levels.  Position limits control the number of net long or net short speculative futures or option (on futures) positions any person may hold or control in futures or option contracts traded on U.S. exchanges.  Position accountability levels are position levels established by an exchange that, if reached by a person, cause such person to be subject to instructions by such exchange to reduce or not increase such position.  Most trading advisors control the commodity trading of other accounts.  All positions and accounts owned or controlled by the Advisor and its principals are combined with the Partnership’s positions established by it for position limit and accountability level purposes. In order to comply with position limits or exchange limitations arising out of having positions subject to accountability levels, it is possible that the Advisor will have to modify its trading instructions, and that positions held by the Partnership will have to be liquidated. That could have a negative effect on the Partnership’s profitability.  In addition, all commodity accounts of the General Partner and its affiliates may also be combined with the Partnership for position limit and accountability level purposes.

No Assurance of the Advisor’s Continued Services.  Either the Advisor or the Partnership can terminate the advisory contract on written notice.

Increase in Amount of Funds Managed.  The Advisor’s assets under management have steadily increased and may continue to increase, including money raised in this offering, and such additional funds could affect its performance or trading strategies.  There is no guarantee that the Partnership’s investment results will be similar to the Advisor’s past performance.

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Other Clients of the Advisor. The Advisor manages other accounts.  This increases the competition for the same trades which the Partnership makes.  The Advisor may manage other accounts that pay fees that are different than those the Partnership pays.  Therefore, it has a potential conflict of interest.  There is no assurance that the Partnership’s trading will generate the same results as any other accounts the Advisor manages.

Failure of Clearing Brokers, Counterparties, Banks, Custodians and other Financial Firms.  Commodity brokers must maintain the Partnership’s assets (other than assets used to trade foreign futures or options on foreign markets) in a segregated account.  If Newedge USA goes bankrupt, the Partnership could lose money as it may only be able to recover a pro rata share of the property available for distribution to all of Newedge USA’s customers.  In addition, even if Newedge USA adequately segregates the Partnership’s assets, the Partnership may still be subject to risk of loss of funds on deposit with Newedge USA should another customer of Newedge USA fail to satisfy deficiencies in such other customer’s account.  Similarly, assets in Partnership accounts at Newedge Alternative Strategies, Inc. (NAST), an unregulated entity, are not held in segregation and are subject to the risk of loss should that institution fail.  Other institutions will have custody of the assets of the Partnership, including the Custodian and various other banks or financial institutions whose services are utilized by the Partnership.  Such institutions may encounter financial difficulties that impair the Partnership’s operating capabilities or capital position.  The General Partner will attempt to limit the Partnership’s deposits and transactions to only well-capitalized institutions in an effort to mitigate such risks, but there can be no assurance that even a well-capitalized, major institution will not become bankrupt or otherwise fail.

Forward and Cash Trading. The Partnership may trade in spot and forward contracts on currencies.  For this purpose, the Partnership will contract with or through NAST to make or take future delivery of a particular currency. NAST or its affiliates may extend the Partnership a credit line to enable it to engage in such trading. The Partnership may also trade options on currencies. Although the currency market is not believed to be necessarily more volatile than the market in other commodities, there is less protection against defaults in the forward trading of currencies because such contracts are not effected on or through an exchange or clearinghouse. Trading in forward currencies and over-the-counter derivatives, including swaps and options, among sophisticated market participants is not generally regulated by any regulatory body. Therefore, with respect to this trading, the Partnership is not afforded the protections provided by trading on regulated exchanges, including segregation of funds. In any principal contract, the Partnership must rely on the creditworthiness of its counterparty.

The trading of over-the-counter instruments, subjects the Partnership to a variety of risks including: 1) counterparty risk; 2) basis risk; 3) interest rate risk; 4) settlement risk; 5) legal risk; and 6) operational risk. Counterparty risk is the risk that the Partnership’s counterparties might default on their obligation to pay or perform generally on their obligations. The over-the-counter markets and some foreign markets are principals’ markets. That means that performance of the contract is the responsibility only of the individual firm or member on the other side of the trade and not any exchange or clearing corporation. Such counterparty risk is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Partnership has concentrated its transactions with a single or small group of counterparties. Basis risk is the risk attributable to the movements in the spread between the derivative contract price and the future price of the underlying instrument. Interest rate risk is the general risk associated with movements in interest rates. Settlement risk is the risk that a settlement in a transfer system does not take place as expected. Legal risk is the risk that a transaction proves unenforceable in law or because it has been inadequately documented. Operational risk is the risk of unexpected losses arising from deficiencies in a firm’s management information, support and control systems and procedures. Transactions in over-the-counter derivatives may involve other risks as well, as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the

exposure to risk.

Substantial Charges to Partnership. The Partnership pays substantial fees and charges. As a result, the Partnership must make substantial profits for your Interest to increase in value.

Potential Cross Liability. The Partnership offers Class A, Class B and Institutional Interests. The only difference between the Interests is the investment minimum and fees. Capital contributions by a single subscriber for a Class of Interest upon acceptance of the subscriber as a Limited Partner will represent a single Interest in the Partnership for that subscriber’s respective Class of Interest. An Interest in any Class reflects a Partner’s percentage of the Partnership’s net assets with respect to the Class of Interest owned by the Partner. Interests are not issued in certificate form. Although separate Classes of Interests are offered, the proceeds from the sale of Interests will be pooled by the Partnership and traded as a single account. Although the Classes of Interests differ with respect to investment minimum and fees, all Partnership Interests are equally subject (in proportion to the size of their respective Interest) to the Partnership’s debts, liabilities and obligations as set out in the Partnership Agreement – regardless of Class designation. Class designation does not offer protection against the general creditors of the Partnership or any other Class of Interest.

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Non-correlated, Not Negatively Correlated, Performance Objective. Historically, managed futures have been generally non-correlated to the performance of other asset classes such as stocks and bonds. Noncorrelation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand (as opposed to negative correlation, where the performance would be exactly opposite between two asset classes). Because of this non-correlation, the Partnership cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa. The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If the Partnership does not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will obtain no diversification benefits by investing in an Interest and the Partnership may have no gains to offset your losses from other investments.

Limited Ability to Liquidate Interest. Interests may not be immediately liquidated.  There is no market for the Interests and none is likely to develop.  Interests may be redeemed without penalty on the last day of any month, subject to certain limitations, including giving at least fifteen (15) days’ written notice. Because of the time delay between notice to the General Partner of a redemption and the end of the month when an investment is redeemed, the value of an investment on the date of redemption may be substantially less than at the time of the redemption request.

Absence of Regulation Applicable to Investment Companies and Related Issues. The Partnership is not registered as a registered investment company or “mutual fund.” Therefore, it is not regulated by the SEC under the Investment Company Act of 1940 (the 1940 Act). Although the Partnership has the right to invest in securities, you are not protected by the 1940 Act. NAST is an eligible swap participant and an eligible contract participant.  NAST is not registered or required to be registered with the CFTC or the SEC, and is not a member of any exchange. In addition, Winton is not registered as an investment adviser under the Investment Advisers Act of 1940. Altegris Funds is, however, registered with the CFTC as a CPO, Winton is registered with the CFTC as a CTA and CPO, Altegris is registered with the CFTC as an IB, and Newedge USA is registered with the CFTC as an FCM. The Advisor has notified the Partnership that because of its experience and understanding relating to investments, it has been categorized as an Intermediate Customer under the Unregulated Collective Investment Schemes of the Rules under the United Kingdom’s (U.K.) Financial Services Authority. As a result, the Partnership is not afforded all of the protections available to retail customers in the U.K.

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds.

(a) The requested information has been previously reported on Form 8-K.

(b) Not applicable.

(c) Limited Partners may redeem some or all of their Interest in the Partnership as of the end of any calendar month upon fifteen (15) days’ prior written notice to the General Partner.  The Partnership may declare additional redemption dates upon notice to the Limited Partners.  The redemption by a Limited Partner has no impact on the value of the capital accounts of the remaining Limited Partners.  The following table summarizes the redemptions by Limited Partners during the second calendar quarter of 2013:

Month	Amount Redeemed
April 30, 2013		$	22,135,880
May 31, 2013		$	19,288,491
June 30, 2013		$	16,605,027

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Item 3:  Defaults Upon Senior Securities.

(a) None.

(b) None.

Item 4:  Mine Safety Disclosure.

Not applicable.

Item 5:  Other Information.

(a) None.

(b) Not applicable.

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Item 6: Exhibits.

The following exhibits are incorporated herein by reference from the exhibit of the same number and description filed with the registrant’s Registration Statement on Form 10 (File No. 000-53348) filed on July 30, 2008.

Exhibit Number	Description of Document
3.1	Certificate of Formation of Winton Futures Fund, L.P. (US)
4.1	First Amended Agreement of Limited Partnership of Winton Futures Fund, L.P. (US)
10.1	Advisory Contract between Winton Futures Fund, L.P. (US), 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

The following exhibits are incorporated herein by reference from the exhibits of the same numbers and descriptions filed with the registrant’s Current Report on Form 8-K (File No. 000-53348) filed on April 18, 2011.

Exhibit Number	Description of Document
3.01	Amendment to the Certificate of Formation of Winton Futures Fund, L.P. (US), changing the registrant’s name to Altegris Winton Futures Fund, L.P.
3.02	Second Amended Agreement of Limited Partnership of Altegris Winton Futures Fund, L.P.

The following exhibits are included herewith.

Exhibit Number	Description of Document
31.01	Rule 13a-14(a)/15d-14(a) Certification
32.01	Section 1350 Certification

** Rockwell Futures Management, Inc. is now Altegris Portfolio Management, Inc.

*** Fimat USA, LLC is now Newedge USA, LLC.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 14, 2013

ALTEGRIS WINTON FUTURES FUND, L.P.

By:	ALTEGRIS PORTFOLIO MANAGEMENT, INC.
		(d/b/a Altegris Funds), its general partner

/s/ Jon C. Sundt 

Jon C. Sundt, President (principal

executive officer and principal financial

officer)

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