10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2009

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-51084

ML WINTON FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

Delaware	20-1227904
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

c/o Merrill Lynch Alternative Investments LLC

Four World Financial Center, 6th Floor

250 Vesey Street

New York, New York 10080

(Address of principal executive offices)

(Zip Code)

212-449-3517

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: Units of Limited Liability Company Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 o  No o

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Small reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  Yes o  No x

The Units of the limited liability company interest of the registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

As of February 28, 2010 units of limited liability company interest with an aggregate Net Asset Value of $754,583,488 were outstanding and held by non-affiliates.

Documents Incorporated by Reference

The registrant’s 2009 Annual Report and Reports of Independent Registered Public Accounting Firms, the annual report to security holders for the year ended December 31, 2009, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith. Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.

ML WINTON FUTURESACCESS LLC

ANNUAL REPORT FOR 2009 ON FORM 10-K

Table of Contents

		PAGE
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	[Reserved]	10
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
Item 9A(T).	Controls and Procedures	34
Item 9B.	Other Information	34
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions and Director Independence	37
Item 14.	Principal Accountant Fees and Services	38
PART IV
Item 15.	Exhibits and Financial Statement Schedules	40

PART I

Item 1:Business

(a)General Development of Business:

ML Winton FuturesAccess LLC (the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on February 1, 2005. The Fund issues new units of limited liability company interest (“Units”) at Net Asset Value per Unit (see Item 6 for discussion of net asset value and net asset value per unit for subscriptions and redemptions purposes hereinafter referred to as Net Asset Value and Net Asset Value per Unit) as of the beginning of each calendar month. The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Winton Capital Management Limited (“Winton” or the “Trading Advisor”), is the Trading Advisor of the Fund.

Merrill Lynch Alternative Investments LLC (“MLAI”) is the sponsor (“Sponsor”) and manager (“Manager”) of the Fund. MLAI is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”).  Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly-owned subsidiary of Merrill Lynch, is the Fund’s commodity broker. On September 15, 2008, Merrill Lynch (or the “Company”) entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 dated as of October 21, 2008, the “Merger Agreement”) with Bank of America Corporation (“Bank of America”). Pursuant to the Merger Agreement, on January 1, 2009, a wholly-owned subsidiary of Bank of America (“Merger Sub”) merged with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and a subsidiary of Bank of America (the “Merger”).

The Fund calculates the Net Asset Value per Unit of each Class of Units as of the close of business on the last business day of each calendar month and such other dates as MLAI may determine in its discretion. The Fund’s Net Asset Value as of any calculation date will generally equal the value of the Fund’s account under the management of its trading advisor as of such date, plus any other assets held by the Fund, minus accrued brokerage commissions, sponsor’s, management and performance fees, organizational expense amortization and any operating costs and other liabilities of the Fund.  MLAI is authorized to make all Net Asset Value determinations.

As of December 31, 2009, the Net Asset Value of the Fund was $750,036,467 and the Net Asset Value per Unit was, $1.5088 for Class A, $1.4380 for Class C, $1.4964 for Class D, $1.5267 for Class I, $1.4946 for Class DS and $1.5377 for Class DT.

The highest month-end Net Asset Value per Unit for Class A since Winton began trading the Fund was $1.6553 (January 31, 2009) and the lowest was $1.0223 (February 28, 2005).  The highest month-end Net Asset Value per Unit for Class C since Winton began trading the Fund was $1.5921 (January 31, 2009) and the lowest was $1.0214 (February 28, 2005).  The highest month-end Net Asset Value per Unit for Class I since Winton began trading the Fund was $1.6687 (January 31, 2009) and the lowest was $1.0226 (February 28, 2005).  The highest month-end Net Asset Value per Unit for Class D since Winton began trading the Fund was $1.6193 (January 31, 2009) and the lowest was $0.9601 (April 30, 2005).  The highest month-end Net Asset Value per Unit for Class DS since Winton began trading the Fund was $1.6173 (January 31, 2009) and the lowest was $1.0733 (March 31, 2007). The highest month-end Net Asset Value per Unit for Class DT since Winton began trading the Fund was $1.6568 (January 31, 2009) and the lowest was $1.1914 (May 31, 2007).

(b)Financial Information about Segments:

The Fund’s business constitutes only one segment for financial reporting purposes, i.e., a speculative “commodity pool”. The Fund does not engage in sales of goods or services.

1

(c)Narrative Description of Business:

Trading Advisor’s Trading Model

The Fund trades in the futures and forward markets with the objective of achieving substantial capital appreciation.

The Fund and MLAI have entered into an advisory agreement with Winton whereby Winton trades in the U.S. and international futures and forwards markets pursuant to the Winton Diversified Program (the “Trading Model”). Winton’s investment technique consists of trading a portfolio of over 100 contracts on major futures exchanges and forward markets worldwide, employing a computerized, technical, principally trend-following trading system. This system tracks the daily price movements and other data from these markets, and carries out certain computations to determine how long or short the portfolio should be to maximize profit within a certain range of risk. If rising prices are anticipated, a long position will be established; a short position will be established if prices are expected to fall.

Technical analysis refers to analysis based on data intrinsic to a market, such as price and volume. This is to be contrasted with fundamental analysis which relies on factors external to a market, such as supply and demand. The Trading Model does not use fundamental factors.

A trend-following system, such as the Trading Model, attempts to take advantage of the observable tendency of the markets to trend, and to tend to make exaggerated movements in both upward and downward directions as a result of such trends. The Trading Model has been developed by relating the probability of the size and direction of future price movements with certain indicators derived from past price movements which characterize the degree of trending of each market at any time.

Employees

The Fund has no employees.

Use of Proceeds and Cash Management Income

Subscription Proceeds

The Fund’s cash is used as security for and to pay the Fund’s trading losses as well as its expenses and redemptions. The primary use of the proceeds of the sale of the Units is to permit Winton to trade on a speculative basis in a wide range of different futures and forwards markets on behalf of the Fund.  While being used for this purpose, the Fund’s assets are also generally available for cash management, as more fully described below under “Cash Assets”.

Market Sectors

Winton trades in a variety of liquid U.S. and non-U.S. futures and forward contracts, including agricultural, currencies, energy, interest rates, metals and stock indices.

2

CONDENSED SCHEDULES OF INVESTMENTS

The Fund’s investments, defined as Net unrealized profit (loss) on open contracts in the Statements of Financial Condition, as of December 31, 2009 and 2008 are as follows:

2009

	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts	Profit (Loss)			Members’ Capital		Contracts		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates
Agriculture	1,102	$	1,087,413		0.14	%	(989	)	$	(286,832	)	-0.04	%	$	800,581		0.10	%	January 10 - November 10
Currencies	2,892	(2,562,251		)	-0.34	%	(302	)	(169,839		)	-0.02	%	(2,732,090		)	-0.36	%	March 10
Energy	106	134,142			0.02	%	(255	)	(642,428		)	-0.09	%	(508,286		)	-0.07	%	January 10 - December 10
Interest rates	7,633	(179,602		)	-0.03	%	(460	)	17,539			0.00	%	(162,063		)	-0.03	%	January 10 - June 10
Metals	1,420	3,027,127			0.40	%	(106	)	(880,988		)	-0.13	%	2,146,139			0.27	%	January 10 - April 10
Stock indices	5,218	3,774,920			0.50	%	(16	)	(14,035		)	0.00	%	3,760,885			0.50	%	January 10 - March 10
Total		$	5,281,749		0.69	%			$	(1,976,583	)	-0.28	%	$	3,305,166		0.41	%

2008

	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts	Profit (Loss)			Members’ Capital		Contracts		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates
Agriculture	197	$	390,804		0.05	%	(2,131	)	$	(3,807,410	)	-0.47	%	$	(3,416,606	)	-0.42	%	January 09 - November 10
Currencies	759	1,426,021			0.18	%	(1,366	)	(4,720,175		)	-0.59	%	(3,294,154		)	-0.41	%	March 09
Energy	—	—			0.00	%	(313	)	1,169,490			0.15	%	1,169,490			0.15	%	January 09 - December 10
Interest rates	10,483	17,823,721			2.21	%	(88	)	(21,657		)	0.00	%	17,802,064			2.21	%	January 09 - June 10
Metals	238	(635,812		)	-0.08	%	(558	)	3,463,278			0.42	%	2,827,466			0.34	%	January 09 - April 09
Stock indices	10	1,903			0.00	%	(384	)	(359,049		)	-0.04	%	(357,146		)	-0.04	%	January 09 - March 09
Total		$	19,006,637		2.36	%			$	(4,275,523	)	-0.53	%	$	14,731,114		1.83	%

No individual contract’s unrealized profit or loss comprised greater than 5% of Members’ Capital as of December 31, 2009 and 2008.

3

Market Types

The Fund trades on a variety of United States and foreign futures exchanges.  Substantially all of the Fund’s off-exchange trading takes place in the highly liquid, institutionally based, currency forward markets.

Many of the Fund’s currency trades are executed in the spot and forward foreign exchange markets (the “FX Markets”) where there are no direct execution costs.  Instead, the participants, banks and dealers in the FX Markets take a “spread” between the prices at which they are prepared to buy and sell a particular currency and such spreads are built into the pricing of the spot or forward contracts with the Fund.

Custody of Assets

Substantially all of the Fund’s assets are currently held in one or more Commodity Futures Trading Commission (“CFTC”) regulated customer accounts at MLPF&S.

Cash Assets

The Fund will generally earn interest, as described below, on its “Cash Assets”, which can be generally described as the cash actually held by the Fund plus its “open trade equity” (unrealized gain and loss marked to market daily on open positions).  Cash Assets are held primarily in U.S. dollars, and to a lesser extent in foreign currencies, and are comprised of the Fund’s cash balances which may be held in the offset accounts (as described below) — which include “open trade equity” (unrealized gain and loss on open positions) on United States futures contracts, which is paid into or out of the Fund’s account on a daily basis; the Fund’s cash balances in foreign currencies derived from its trading in non-U.S. dollar denominated futures and options contracts, which includes open trade equity on those exchanges which settle gains and losses on open positions in such contracts prior to closing out such positions.  Cash Assets do not include, and the Fund does not earn interest income on the Fund’s gains or losses on its open forward, commodity option and certain foreign futures positions since such gains and losses are not collected or paid until such positions are closed out.

The Fund’s Cash Assets may be greater than, less than or equal to the Fund’s Net Asset Value (on which the redemption value of the Units is based) primarily because Net Asset Value reflects all gains and losses on open positions as well as accrued but unpaid expenses.

Interest Earned on the Fund’s U.S. Dollar Cash Assets

The Fund’s U.S. dollar Cash Assets are held in cash at MLPF&S, which utilizes offset accounts.

Certain of each FuturesAccess Fund’s U.S. dollar “Cash Assets” (as defined below) are held by MLPF&S in customer segregated accounts and primarily invested in CFTC-eligible investments (including, without limitation, commercial paper, U.S. government and government agency securities, prime non-U.S. government securities, corporate notes and money market funds). Cash Assets may also be maintained in “offset accounts” at major U.S. banks, interest bearing savings accounts maintained with major U.S. banks unaffiliated with Merrill Lynch and/or money market investment funds that are managed by third party managers, including affiliates of Merrill Lynch.

Offset accounts are non-interest bearing demand deposit accounts maintained with banks unaffiliated with Merrill Lynch. MLPF&S may in the future elect to maintain accounts of this nature with one or more of its affiliates. Offset account deposits reduce Merrill Lynch’s borrowing costs with such banks. An integral feature of the offset arrangements is that the participating banks specifically acknowledge that the offset accounts are for the benefit of MLPF&S’ customers, not subject to any Merrill Lynch liability.

To the extent that Cash Assets are placed with affiliates of Merrill Lynch, Merrill Lynch indirectly receives certain economic benefits and therefore has a conflict of interest in selecting such third parties. For example, Merrill Lynch may invest in money market funds managed by BlackRock, Inc. or its affiliates (“BlackRock”). Merrill Lynch is a substantial stockholder in BlackRock and, therefore, potentially benefits from its economic interest in BlackRock whenever BlackRock receives compensation for managing Cash Assets invested in money market investment funds managed by BlackRock.

4

Interest Paid by Merrill Lynch on the Fund’s Non-U.S. Dollar Cash Assets

Each FuturesAccess Fund will generally earn interest, as described below, on its Cash Assets, which can be generally described as the cash actually held by such FuturesAccess Fund, plus its “open trade equity” (unrealized gain and loss marked to market daily on open positions). Cash Assets are held primarily in U.S. dollars, and to a lesser extent in non-U.S. currencies, and comprise the following: (a) each FuturesAccess Fund’s cash balances, plus open trade equity on U.S. futures; and (b) each FuturesAccess Fund’s cash balances held in non-U.S. currencies as a result of realized profits and losses derived from its trading in non-U.S. dollar-denominated futures and options contracts, plus open trade equity on those exchanges which settle gains and losses on open positions in such contracts prior to closing out such positions.  Cash Assets do not include, and the FuturesAccess Funds do not earn interest income on, the FuturesAccess Funds’ gains or losses on their open forward, commodity option and certain non-U.S. futures positions as such gains and losses are not collected or paid until such positions are closed out.

Each FuturesAccess Fund’s Cash Assets may be greater than, less than or equal to such FuturesAccess Fund’s Net Asset Value (on which the redemption value of the Units is based) primarily because Net Asset Value reflects all gains and losses on open positions as well as accrued but unpaid expenses.

MLPF&S intends to pay interest on the FuturesAccess Funds’ Cash Assets (irrespective of how such Cash Assets are held or invested) at the most favorable rate payable by MLPF&S to accounts of Merrill Lynch affiliates, from time to time, although the actual rate paid to FuturesAccess Funds may be lower. In no event, however, will the rate so paid on such Cash Assets be less than 75% of such prevailing rate. MLPF&S retains the additional economic benefit derived from possession of the FuturesAccess Funds’ Cash Assets.

MLPF&S, in the course of acting as commodity broker for the FuturesAccess Funds, lends certain currencies to, and borrows certain currencies from, the FuturesAccess Funds. In the course of doing so, MLPF&S both retains certain amounts of interest and receives other economic benefits. In doing so, MLPF&S follows its standard procedures (as such procedures may change over time) for paying interest on the assets of the commodity pools sponsored by MLAI and other MLPF&S affiliates and traded through MLPF&S.

Charges

The following table summarizes the charges incurred by the Fund for the years ended December 31, 2009, 2008 and 2007.

	2009				2008				2007
Charges	Dollar Amount		% of Average Month-End Net Assets		Dollar Amount		% of Average Month-End Net Assets		Dollar Amount		% of Average Month-End Net Assets
Other Expenses	$	1,349,841	0.18	%	$	1,848,834	0.25	%	$	1,060,592	0.22	%
Sponsor fees	9,536,904		1.24	%	10,272,451		1.42	%	7,766,920		1.58	%
Management fees	15,244,224		1.98	%	14,943,538		2.06	%	9,953,107		2.04	%
Performance fees	583		0.00	%	30,491,051		4.20	%	14,101,642		2.89	%
Total	$	26,131,552	3.39	%	$	57,555,874	7.93	%	$	32,882,261	6.73	%

The foregoing table does not reflect the bid-ask spreads paid by the Fund on its forward trading, or the benefits which may be derived by Merrill Lynch from the deposit of certain of the Fund’s U.S. dollar assets maintained at MLPF&S.

The Fund’s average month-end Net Assets Value during 2009, 2008 and 2007 equaled $769,805,727, $725,896,624, and $487,404,368, respectively. During 2009, the Fund earned $51,172 in interest income, or approximately 0.01% of the Fund’s average month-end Net Assets Value. During 2008, the Fund earned $12,915,952 in interest income, or approximately 1.78% of the Fund’s average month-end Net Assets Value.  During 2007, the Fund earned $24,566,411 in interest income, or approximately 5.04% of the Fund’s average month-end Net Assets Value.

5

Description of Current Charges

Recipient	Nature of Payment	Amount of Payment
MLPF&S	Brokerage Commissions	During 2009, 2008 and 2007 round-turn (each purchase and sale or sale and purchase of a single futures contract) rate of the Fund’s Brokerage Commissions was approximately $6.50, $7.16, and $9.58, respectively.
MLPF&S	Use of assets	Merrill Lynch may derive an economic benefit from the deposit of certain of the Fund’s U.S. dollar assets in accounts maintained at MLPF&S.
MLAI	Sponsor Fees	A flat-rate monthly charge of 0.125 of 1% (1.50% annual rate) on Class A units, flat-rate monthly charge of 0.2083 of 1% (2.50% annual rate) on Class C units, a flat-rate monthly charge of 0.0917 of 1% (1.10% annual rate) on Class I units (including the monthly interest credit and before reduction for accrued month-end redemptions, distributions, brokerage commissions, sponsor fees, management fees or performance fees, in each case as of the end of the month of determination). Class D, Class DS and Class DT do not pay a Sponsor fee.
MLPF&S	Sales Commissions	Class A Units are subject to a sales commission paid to MLPF&S ranging from 1.0% to 2.5%. Class D and Class I Units are subject to sales commissions up to 0.5%. The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are deducted from proceeds prior to entering the Fund. Shares purchased and reflected in the Fund’s records are net of any commissions charged by MLPF&S. Class C, Class DS and Class DT Units are not subject to any sales commissions.
Merrill Lynch International Bank (“MLIB”) (or an affiliate); Other counterparties	Bid-ask spreads	Bid-ask spreads are not accounted for separately as an accounting item because bid-ask spreads are an integral part of the price paid or received on all contracts for generally accepted accounting principles.
MLIB (or an affiliate); Other counterparties	EFP differentials	Certain of the Fund’s currency trades may be executed in the form of “exchange of futures for physical” transactions, in which a counterparty (which may be MLIB or an affiliate) receives an additional “differential” spread for exchanging the Fund’s cash currency positions for equivalent futures positions.

6

Winton and MLAI	Annual performance fees	20% of any New Trading Profits generated by the Fund and allocated for Classes A, C, I, D and DS and 15% of any New Trading Profits, as defined, generated by the Fund and allocated for Class DT as a whole as of the end of each calendar year. MLAI receives 25% of the performance fees. “New Trading Profits” equal any increase in the Net Asset Value of the Fund, prior to reduction for any accrued performance fee, as of the current performance fee calculation date over the Fund’s “High Water Mark.”  The “High Water Mark” attributable to the Fund equals the highest Net Asset Value after reduction for the performance fee then paid, as of any preceding performance fee calculation date.  Net Asset Value, solely for purposes of calculating the performance fee, does not include any interest income earned by the Fund.
Winton and MLAI	Management Fees	A flat rate monthly net charge of 0.1667 of 1% of the Fund’s month-end net assets (a 2% annual rate) except for Class DT which charges 1.50%. MLAI receives 25% of management fees.
Others	Operating expenses of the Fund including audit, legal and tax services.	Actual payments to third parties.
MLAI; Others	Ongoing Offering Costs reimbursed	Actual costs incurred.

Regulation

The CFTC has delegated to the National Futures Association (“NFA”) responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective associated persons, and “floor brokers” and “floor traders.”  The Commodity Exchange Act requires commodity pool operators such as MLAI, commodity trading advisors such as the Trading Advisor and commodity brokers or futures commission merchants (“FCMs”) such as MLPF&S to be registered and to comply with various reporting and record keeping requirements.  CFTC regulations also require FCMs to maintain a minimum level of net capital.  In addition, the CFTC and certain commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges.  All accounts owned or managed by the Trading Advisor will be combined for position limit purposes.  The Trading Advisor could be required to liquidate positions in order to comply with such limits.  Any such liquidation could result in substantial costs to the Fund.  In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to reach its daily price limit for several days in a row, making it impossible for the Trading Advisor to liquidate a position and thereby experiencing dramatic losses.  Currency forward contracts are not currently subject to regulation by any U.S. government agency.

MLAI, Winton and MLPF&S are each subject to regulation by the CFTC and the NFA.  Other than in respect of the registration requirements pertaining to the Fund’s securities under Section 12(g) of the Securities Exchange Act of 1934, the Fund is generally not subject to regulation by the Securities and Exchange Commission (the “SEC”).  However, MLAI is registered as an “investment adviser” under the Investment Advisers Act of 1940.  MLPF&S is also regulated by the SEC and the Financial Industry Regulatory Authority (“FINRA”).

7

(d)Financial Information about Geographic Areas

The Fund does not engage in material operations in foreign countries, nor is a material portion of the Fund’s revenue derived from customers in foreign countries.

The Fund trades on a number of foreign commodity exchanges.  The Fund does not engage in the sales of goods or services.

Item 1A: Risk Factors

Past Performance Not Necessarily Indicative of Future Results

Past performance is not necessarily indicative of future results.  The Trading Advisor’s past performance may not be representative of how it may trade in the future for the Fund.

Volatile Markets; Highly Leveraged Trading

Futures and forward trading is highly leveraged, and market price levels are volatile and materially affected by unpredictable factors such as weather and governmental intervention.  The combination of leverage and volatility creates a high degree of risk.

Importance of General Market Conditions

Overall market or economic conditions — which neither MLAI nor the Trading Advisor can predict or control — have a material effect on the performance of any managed futures strategy.

Possibility of Additional Government or Market Regulation

Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the alternative investment funds industry in general. In addition, certain legislation proposing greater regulation of the industry periodically is considered by the U.S. Congress, as well as the governing bodies of foreign jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Fund, MLAI the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Fund, as well as require increased transparency as to the identity of the Fund’s members.

Forward Trading

The Fund will trade currencies in the forward markets in addition to trading in the future markets.  The forward markets are over-the-counter, non-exchange traded markets, and in trading in these markets, the Fund will be dependent on the credit standing of the counterparties with which they trade, without the financial support of any clearinghouse system.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.  Forward markets counterparties are under no obligation to enter into forward transactions with the Fund, including transactions through which the Fund is attempting to liquidate open positions.

8

Effects of Speculative Position Limits

The CFTC and the U.S. commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges.  For example, the CFTC currently imposes speculative position limits on a number of agricultural commodities (e.g., corn, oats, wheat, soybeans and cotton). All commodity accounts controlled by the Trading Advisor and its principals and their affiliates are combined for speculative position limit purposes.  The Trading Advisor could be required to liquidate positions held for the Fund, or may not be able to fully implement trading instructions generated by its trading models, in order to comply with such limits.  Any such liquidation or limited implementation could result in substantial costs to the Fund.

Increased Assets Under Management

There appears to be a tendency for the rates of return achieved by managed futures advisors to decline as assets under management increase.  The Trading Advisor has not agreed to limit the amount of additional equity which it may manage.

Trading Advisor Risk

The Fund is subject to the risk of the bad judgment, negligence or misconduct of its Trading Advisor.  There have been a number of instances in recent years in which private investment funds have incurred substantial losses due to Trading Advisor misconduct.

Changes in Trading Strategy

The Trading Advisor may make material changes in its trading strategies without the knowledge or seeking the approval of MLAI.

Illiquid Markets

Certain positions held by the Fund may become illiquid, preventing the Fund’s Trading Advisor from acquiring positions otherwise indicated by its strategy or making it impossible for the Trading Advisor to close out positions against which the market is moving.

Certain futures markets are subject to “daily price limits,” restricting the maximum amount by which the price of a particular contract can change during any given trading day.  Once a contract’s price has moved “the limit,” it may be impossible or economically non-viable to execute trades in such contract.  From time to time, prices have moved “the limit” for a number of consecutive days, making it impossible for traders against whose positions the market was moving to prevent large losses.

Trading on Non-U.S. Exchanges

The Trading Advisor may trade extensively on non-U.S. exchanges.  These exchanges are not regulated by any United States governmental agency.  The Fund could incur substantial losses trading on foreign exchanges to which it would not have been subject had its Trading Advisor limited its trading to U.S. markets.

The profits and losses derived from trading foreign futures and forwards will generally be denominated in foreign currencies; consequently, the Fund will be subject to a certain degree of exchange-rate risk in trading such contracts.

9

The Fund Could Lose Assets and Have Its Trading Disrupted Due to the Bankruptcy of One of the Parties

The Fund is subject to the risk of insolvency of counterparty, an exchange, a clearinghouse or MLPF&S.  Fund assets could be lost or impounded during lengthy bankruptcy proceedings.  Were a substantial portion of the Fund’s capital tied up in a bankruptcy, MLAI might suspend or limit trading, perhaps causing the Fund to miss significant profit opportunities.  There are increased risks in dealing with unregulated trading counterparties including the risk that assets may not benefit from the protection afforded to “customer funds” deposited with regulated dealers and brokers.

Item 1B:  Unresolved Staff Comments

Not applicable.

Item 2:Properties

The Fund does not use any physical properties in the conduct of its business.

The Fund’s offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, Four World Financial Center, 6th Floor, 250 Vesey Street, New York,, New York, 10080).  MLAI performs administrative services for the Fund from MLAI’s offices.

Item 3:Legal Proceedings

None.

Item 4:[Reserved]

PART II

Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5(a)

(a)Market Information:

There is no established public trading market for the Units, and none is likely to develop.  Members may redeem Units on ten days written notice to MLAI as of the last day of each month at their Net Asset Value, subject to certain early redemption charges.

(b)Holders:

As of December 31, 2009, there were 6,573 holders of Units including MLAI, none of whom owned 5% or more of the Fund’s Units.

(c)Dividends:

MLAI has not made and does not contemplate making any distributions on the Units.

(d)Securities Authorized for Issuance Under Equity Compensation Plans:

Not applicable.

(e)Performance Graph:

Not applicable.

10

(f)Recent Sales of Unregistered Securities:

Issuance to accredited investors pursuant to Regulation D and Section 4(6) under the Securities Act.  The selling agent of the following Class of Units was MLPF&S.

CLASS A

	Subscription
	Amount		Units	NAV
Jan-09	$	2,016,403	1,226,299	$	1.6443
Feb-09	1,172,901		708,573	1.6553
Mar-09	3,841,763		2,333,432	1.6464
Apr-09	2,392,607		1,481,032	1.6155
May-09	1,944,708		1,244,056	1.5632
Jun-09	859,934		563,633	1.5257
Jul-09	1,009,563		671,967	1.5024
Aug-09	1,077,904		731,030	1.4745
Sep-09	1,461,500		990,713	1.4752
Oct-09	976,926		647,571	1.5086
Nov-09	566,969		381,797	1.4850
Dec-09	849,124		545,850	1.5556
Jan-10	2,016,403		1,226,299	1.5088
Feb-10	993,760		675,430	1.4713

CLASS C

	Subscription
	Amount		Units	NAV
Jan-09	$	6,451,429	4,075,703	$	1.5829
Feb-09	5,081,580		3,191,747	1.5921
Mar-09	4,939,272		3,121,774	1.5822
Apr-09	7,230,339		4,660,826	1.5513
May-09	4,070,929		2,714,315	1.4998
Jun-09	3,424,358		2,341,281	1.4626
Jul-09	5,445,474		3,783,944	1.4391
Aug-09	3,878,980		2,748,710	1.4112
Sep-09	2,836,955		2,011,026	1.4107
Oct-09	3,244,205		2,250,576	1.4415
Nov-09	2,773,957		1,956,660	1.4177
Dec-09	3,703,949		2,496,259	1.4838
Jan-10	6,451,430		4,075,703	1.4380
Feb-10	8,747,139		6,243,051	1.4011

CLASS D

	Subscription
	Amount			Units	NAV
Jan-09	$	5,367,524		3,341,129	$	1.6065
Feb-09	1,990,000			1,228,926	1.6193
Mar-09	1,499,999			930,174	1.6126
Apr-09	—			—	1.5842
May-09	200,000			130,301	1.5349
Jun-09	(1		)	—	1.4999
Jul-09	525,999			355,669	1.4789
Aug-09	2			—	1.4532
Sep-09	79,999			54,952	1.4558
Oct-09	1,999,998			1,341,741	1.4906
Nov-09	1,000,000			680,688	1.4691
Dec-09	1,199,999			778,815	1.5408
Jan-10	5,367,524			3,341,129	1.4964
Feb-10	5,623,168			3,848,849	1.4610

CLASS I

	Subscription
	Amount		Units	NAV
Jan-09	$	837,728	505,539	$	1.6571
Feb-09	3,674,992		2,202,309	1.6687
Mar-09	553,998		333,673	1.6603
Apr-09	3,154,692		1,935,750	1.6297
May-09	124,999		79,242	1.5774
Jun-09	1,150,993		747,351	1.5401
Jul-09	354,872		233,899	1.5172
Aug-09	255,203		171,346	1.4894
Sep-09	2,598,217		1,742,949	1.4907
Oct-09	143,747		94,260	1.5250
Nov-09	641,888		427,498	1.5015
Dec-09	111,902		71,121	1.5734
Jan-10	837,729		505,539	1.5267
Feb-10	797,711		535,664	1.4892

CLASS DS

	Subscription
	Amount		Units	NAV
Jan-09	$	1,242,710	774,467	$	1.6046
Feb-09	5,628,413		3,480,129	1.6173
Mar-09	2,795,089		1,735,434	1.6106
Apr-09	3,131,252		1,979,050	1.5822
May-09	5,772,859		3,765,973	1.5329
Jun-09	20,420,298		13,631,707	1.4980
Jul-09	5,200,060		3,520,452	1.4771
Aug-09	4,130,867		2,846,126	1.4514
Sep-09	4,591,788		3,158,039	1.4540
Oct-09	1,332,323		894,897	1.4888
Nov-09	968,538		660,082	1.4673
Dec-09	777,707		505,364	1.5389
Jan-10	1,242,710		774,467	1.4946
Feb-10	637,381		436,802	1.4592

CLASS DT

	Subscription
	Amount		Units	NAV
Jan-09	$	—	—	$	1.6423
Feb-09	—		—	1.6568
Mar-09	—		—	1.6500
Apr-09	—		—	1.6217
May-09	567,184		360,850	1.5718
Jun-09	—		—	1.5367
Jul-09	—		—	1.5159
Aug-09	—		—	1.4902
Sep-09	146,845		98,329	1.4934
Oct-09	—		—	1.5298
Nov-09	—		—	1.5083
Dec-09	—		—	1.5827
Jan-10	—		—	1.5377
Feb-10	—		—	1.5020

Class A Units are subject to a sales commission paid to MLPF&S ranging from 1.0% to 2.5%. Class D and Class I Units are subject to sales commissions up to 0.5%.  The rate assessed to a given subscription is based upon the subscription amount.  Sales commissions are directly deducted from subscription amounts.  Class C, Class DS and Class DT Units are not subject to any sales commissions.

11

Item 5(b)

Not applicable.

Item 5(c)

Not applicable.

Item 6:Selected Financial Data

The following selected financial data has been derived from the financial statements of the Fund.

Statements of Operations	For the year ended December 31, 2009			For the year ended December 31, 2008			For the year ended December 31, 2007			For the year ended December 31, 2006			For the period February 1, 2005(1) to December 31, 2005
Trading profit (loss)
Realized, net	$	(26,823,655	)	$	168,699,930		$	89,611,147		$	22,914,555		$	(3,305,781	)
Change in unrealized, net	(11,425,948		)	6,796,965			(3,491,204		)	8,672,148			2,753,205
Brokerage commissions	(772,176		)	(1,087,424		)	(1,996,947		)	(1,603,878		)	(824,294		)
Total trading profit (loss)	(39,021,779		)	174,409,471			84,122,996			29,982,825			(1,376,870		)
INVESTMENT INCOME:
Interest	51,172			12,915,952			24,566,411			10,650,742			1,641,584
EXPENSES:
Management fees	15,244,224			14,943,538			9,953,107			4,555,234			1,021,481
Performance fees	583			30,491,051			14,101,642			5,417,903			—
Sponsor fees	9,536,904			10,272,451			7,766,920			4,248,731			990,670
Other	1,349,841			1,848,834			1,060,592			996,583			160,449
Total Expenses	26,131,552			57,555,874			32,882,261			15,218,451			2,172,600
NET INVESTMENT LOSS	(26,080,380		)	(44,639,922		)	(8,315,850		)	(4,567,709		)	(531,016		)
NET INCOME (LOSS)	$	(65,102,159	)	$	129,769,549		$	75,807,146		$	25,415,116		$	(1,907,886	)

(1) commencement of operations

Balance Sheet Data	December 31, 2009		December 31, 2008		December 31, 2007		December 31, 2006		December 31, 2005
Members’ Capital	$	750,036,467	$	803,988,560	$	607,047,689	$	323,050,144	$	111,968,042
Net Asset Value per Class A Unit	1.5088		1.6440		1.3772		1.2076		1.0696
Net Asset Value per Class C Unit	1.4380		1.5827		1.3391		1.1859		1.0621
Net Asset Value per Class D Unit	1.4964		1.6066		1.3258		1.1460		1.0034
Net Asset Value per Class I Unit	1.5267		1.6566		1.3821		1.2069		1.0636
Net Asset Value per Class DS Unit	1.4946		1.6046		1.3258
Net Asset Value per Class DT Unit	1.5377		1.6425		1.3357

12

As of December 31, 2009 and 2008 the Net Asset Value per Unit of the different Classes are as follows:

December 31, 2009
Net Asset Value
Class A	$	1.5088
Class C	1.4380
Class D	1.4964
Class I	1.5267
Class DS	1.4946
Class DT	1.5377

December 31, 2008
Net Asset Value
Class A	$	1.6440
Class C	1.5827
Class D	1.6066
Class I	1.6566
Class DS	1.6046
Class DT	1.6425

13

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and report performance to investors throughout the year is useful information for the Members of the Fund.

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		$	1.0223	$	1.0633	$	1.0295	$	1.0836	$	1.1068	$	1.0828	$	1.1560	$	1.0872	$	1.0553	$	1.1191	$	1.0717
2006	$	1.1029	$	1.0768	$	1.1124	$	1.1783	$	1.1326	$	1.1180	$	1.1124	$	1.1577	$	1.1428	$	1.1565	$	1.1869	$	1.2084
2007	$	1.2584	$	1.1800	$	1.1279	$	1.1924	$	1.2488	$	1.2678	$	1.2516	$	1.2421	$	1.3172	$	1.3458	$	1.3769	$	1.3777
2008	$	1.4285	$	1.5377	$	1.5208	$	1.5075	$	1.5302	$	1.6005	$	1.5348	$	1.4963	$	1.5000	$	1.5573	$	1.6179	$	1.6443
2009	$	1.6553	$	1.6464	$	1.6155	$	1.5632	$	1.5257	$	1.5024	$	1.4745	$	1.4752	$	1.5086	$	1.4850	$	1.5556	$	1.5088

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		$	1.0214	$	1.0618	$	1.0249	$	1.0779	$	1.1000	$	1.0783	$	1.1508	$	1.0817	$	1.0490	$	1.1115	$	1.0642
2006	$	1.0943	$	1.0675	$	1.1018	$	1.1659	$	1.1191	$	1.1041	$	1.0975	$	1.1413	$	1.1256	$	1.1381	$	1.1668	$	1.1864
2007	$	1.2345	$	1.1568	$	1.1047	$	1.1670	$	1.2212	$	1.2387	$	1.2219	$	1.2116	$	1.2837	$	1.3105	$	1.3397	$	1.3393
2008	$	1.3876	$	1.4924	$	1.4747	$	1.4607	$	1.4814	$	1.5482	$	1.4835	$	1.4450	$	1.4474	$	1.5015	$	1.5587	$	1.5829
2009	$	1.5921	$	1.5822	$	1.5513	$	1.4998	$	1.4626	$	1.4391	$	1.4112	$	1.4107	$	1.4415	$	1.4177	$	1.4838	$	1.4380

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		n/a		n/a		$	0.9601	$	1.0118	$	1.0366	$	1.0202	$	1.0920	$	1.0150	$	0.9862	$	1.0471	$	1.0054
2006	$	1.0360	$	1.0131	$	1.0479	$	1.1113	$	1.0646	$	1.0528	$	1.0489	$	1.0932	$	1.0808	$	1.0955	$	1.1255	$	1.1463
2007	$	1.1952	$	1.1216	$	1.0733	$	1.1362	$	1.1914	$	1.2110	$	1.1971	$	1.1894	$	1.2629	$	1.2919	$	1.3235	$	1.3259
2008	$	1.3765	$	1.4836	$	1.4691	$	1.4581	$	1.4819	$	1.5519	$	1.4903	$	1.4548	$	1.4602	$	1.5178	$	1.5787	$	1.6065
2009	$	1.6193	$	1.6126	$	1.5842	$	1.5349	$	1.4999	$	1.4789	$	1.4532	$	1.4558	$	1.4906	$	1.4691	$	1.5408	$	1.4964

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		$	1.0226	$	1.0633	$	1.0265	$	1.0808	$	1.1014	$	1.0742	$	1.1485	$	1.0792	$	1.0478	$	1.1115	$	1.0658
2006	$	1.0972	$	1.0715	$	1.1073	$	1.1732	$	1.1283	$	1.1154	$	1.1100	$	1.1558	$	1.1414	$	1.1553	$	1.1862	$	1.2079
2007	$	1.2583	$	1.1805	$	1.1287	$	1.1937	$	1.2505	$	1.2699	$	1.2542	$	1.2450	$	1.3207	$	1.3499	$	1.3816	$	1.3828
2008	$	1.4343	$	1.5444	$	1.5279	$	1.5151	$	1.5385	$	1.6098	$	1.5442	$	1.5059	$	1.5102	$	1.5684	$	1.6299	$	1.6571
2009	$	1.6687	$	1.6603	$	1.6297	$	1.5774	$	1.5401	$	1.5172	$	1.4894	$	1.4907	$	1.5250	$	1.5015	$	1.5734	$	1.5267

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DS

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2007	n/a		n/a		$	1.0733	$	1.1362	$	1.1914	$	1.2109	$	1.1970	$	1.1894	$	1.2629	$	1.2919	$	1.3235	$	1.3258
2008	$	1.3765	$	1.4835	$	1.4690	$	1.4582	$	1.4817	$	1.5509	$	1.4900	$	1.4549	$	1.4602	$	1.5171	$	1.5773	$	1.6046
2009	$	1.6173	$	1.6106	$	1.5822	$	1.5329	$	1.4980	$	1.4771	$	1.4514	$	1.4540	$	1.4888	$	1.4673	$	1.5389	$	1.4946

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2007	n/a		n/a		n/a		n/a		$	1.1914	$	1.2123	$	1.1971	$	1.1867	$	1.2679	$	1.2991	$	1.3330	$	1.3357
2008	$	1.3901	$	1.5051	$	1.4899	$	1.4785	$	1.5045	$	1.5802	$	1.5141	$	1.4761	$	1.4824	$	1.5452	$	1.6117	$	1.6423
2009	$	1.6568	$	1.6500	$	1.6217	$	1.5718	$	1.5367	$	1.5159	$	1.4902	$	1.4934	$	1.5298	$	1.5083	$	1.5827	$	1.5377

14

ML WINTON FUTURESACCESS LLC

(CLASS A UNITS) (5)

December 31, 2009

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: February 2005

Aggregate Subscriptions: $103,121,309

Current Capitalization: $ 71,241,932

Worst Monthly Drawdown(2): (6.23)% (February 2007)

Worst Peak-to-Valley Drawdown(3): (10.94)% (February-July 2009)

Net Asset Value per Unit Class A, December 31, 2009: $1.5088

Monthly Rates of Return (4)

Month	2009		2008		2007		2006		2005
January	.67	%	3.69	%	4.14	%	2.91	%	—
February	(0.54	)	7.64		(6.23	)	(2.37	)	2.23	%
March	(1.88	)	(1.10	)	(4.42	)	3.31		4.01
April	(3.24	)	(0.87	)	5.72		5.92		(3.18	)
May	(2.40	)	1.51		4.73		(3.88	)	5.25
June	(1.53	)	4.59		1.52		(1.29	)	2.14
July	(1.86	)	(4.10	)	(1.27	)	(0.50	)	(2.16	)
August	0.05		(2.51	)	(0.76	)	4.07		6.76
September	2.26		0.25		6.04		(1.29	)	(5.95	)
October	(1.56	)	3.82		2.17		1.20		(2.94	)
November	4.75		3.89		2.32		2.63		6.04
December	(3.01	)	1.63		0.05		1.81		(4.23	)
Compound Annual Rate of Return	(8.24	)%	19.36	%	14.01	%	12.76	%	7.17	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since February 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since February 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is 50.85%.

15

ML WINTON FUTURESACCESS LLC

(CLASS C UNITS) (5)

December 31, 2009

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: February 2005

Aggregate Subscriptions: $450,182,327

Current Capitalization: $285,943,589

Worst Monthly Drawdown(2): (6.29)% (February 2007)

Worst Peak-to-Valley Drawdown(3): (11.40)% (February-August 2009)

Net Asset Value per Unit Class C, December 31, 2009: $1.4380

Monthly Rates of Return (4)

Month	2009		2008		2007		2006		2005
January	.58	%	3.61	%	4.05	%	2.83	%	—
February	(0.62	)	7.55		(6.29	)	(2.45	)	2.14	%
March	(1.95	)	(1.19	)	(4.50	)	3.21		3.95
April	(3.32	)	(0.95	)	5.64		5.82		(3.47	)
May	(2.48	)	1.42		4.64		(4.01	)	5.17
June	(1.61	)	4.51		1.43		(1.34	)	2.05
July	(1.94	)	(4.18	)	(1.36	)	(0.60	)	(1.97	)
August	(0.04	)	(2.60	)	(0.84	)	3.99		6.73
September	2.18		0.17		5.95		(1.38	)	(6.01	)
October	(1.65	)	3.74		2.09		1.11		(3.02	)
November	4.66		3.81		2.23		2.52		5.96
December	(3.09	)	1.55		(0.03	)	1.68		(4.25	)
Compound Annual Rate of Return	(9.16	)%	18.19	%	12.89	%	11.48	%	6.42	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since February 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since February 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is 43.78%.

16

ML WINTON FUTURESACCESS LLC

(CLASS D UNITS) (5)

December 31, 2009

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions: $146,118,259

Current Capitalization: $114,447,350

Worst Monthly Drawdown(2): (7.06)% (September 2005)

Worst Peak-to-Valley Drawdown(3): (10.25)% (February-July 2009)

Net Asset Value per Unit Class D, December 31, 2009: $1.4964

Monthly Rates of Return (4)

Month	2009		2008		2007		2006		2005
January	.80	%	3.82		4.27	%	3.04	%	—
February	(0.41	)	7.78		(6.16	)	(2.21	)	—
March	(1.76	)	(0.98	)	(4.30	)	3.44		—
April	(3.11	)	(0.75	)	5.86		6.05		(3.99	)%
May	(2.28	)	1.63		4.74		(4.20	)	5.38
June	(1.40	)	4.72		1.79		(1.11	)	2.45
July	(1.74	)	(3.97	)	(1.15	)	(0.37	)	(1.57	)
August	0.18		(2.38	)	(0.64	)	4.22		7.04
September	2.39		0.37		6.18		(1.13	)	(7.06	)
October	(1.44	)	3.94		2.30		1.36		(2.84	)
November	4.88		4.01		2.45		2.74		6.18
December	(2.88	)	1.76		0.18		1.85		(3.98	)
Compound Annual Rate of Return	(6.86	)%	21.15	%	15.64	%	14.01	%	0.54	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since February 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is 49.65%.

17

ML WINTON FUTURESACCESS LLC

(CLASS I UNITS) (5)

December 31, 2009

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: February 2005

Aggregate Subscriptions: $87,283,482

Current Capitalization: $56,724,215

Worst Monthly Drawdown(2): (6.19)% (February 2007)

Worst Peak-to-Valley Drawdown(3): (10.74)% (February-July 2009)

Net Asset Value per Unit Class I, December 31, 2009: $1.5267

Monthly Rates of Return (4)

Month	2009		2008		2007		2006		2005
January	.70	%	3.72	%	4.17	%	2.95	%	—
February	(0.50	)	7.68		(6.19	)	(2.34	)	2.26	%
March	(1.84	)	(1.07	)	(4.39	)	3.34		3.98
April	(3.21	)	(0.84	)	5.76		5.95		(3.46	)
May	(2.36	)	1.54		4.76		(3.83	)	5.29
June	(1.49	)	4.63		1.55		(1.14	)	1.90
July	(1.83	)	(4.08	)	(1.24	)	(0.48	)	(2.47	)
August	0.09		(2.48	)	(0.73	)	4.13		6.92
September	2.30		0.29		6.08		(1.25	)	(6.04	)
October	(1.54	)	3.85		2.21		1.22		(2.90	)
November	4.79		3.92		2.35		2.67		6.08
December	(2.97	)	1.67		0.09		1.83		(4.12	)
Compound Annual Rate of Return	(7.87	)%	19.82	%	14.48	%	13.33	%	6.58	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since February 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since February 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is 52.61%.

18

ML WINTON FUTURESACCESS LLC

(CLASS DS UNITS) (5) (6)

December 31, 2009

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2007

Aggregate Subscriptions: $159,140,150

Current Capitalization: $158,630,744

Worst Monthly Drawdown(2): (3.93)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.26)% (February-July 2009)

Net Asset Value per Unit Class DS, December 31, 2009: $1.4946

Monthly Rates of Return (4)

Month	2009		2008		2007
January	.79	%	3.82	%	—
February	(0.41	)	7.77		—
March	(1.76	)	(0.98	)	—
April	(3.12	)	(0.74	)	5.86	%
May	(2.28	)	1.61		5.50
June	(1.40	)	4.67		1.03
July	(1.74	)	(3.93	)	(1.15	)
August	0.18		(2.36	)	(0.64	)
September	2.39		0.36		6.18
October	(1.44	)	3.90		2.30
November	4.88		3.97		2.44
December	(2.88	)	1.73		0.18
Compound Annual Rate of Return	(6.86	)%	21.02	%	23.53	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since February 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 2007 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit.  The inception to date total return is 49.46%.

(6)  Class DS was previously known as Class D-SM.

19

ML WINTON FUTURESACCESS LLC

(CLASS DT UNITS) (5) (6)

December 31, 2009

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: June 2007

Aggregate Subscriptions: $117,627,489

Current Capitalization: $63,048,637

Worst Monthly Drawdown(2): (4.18)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.06)% (February-July 2009)

Net Asset Value per Unit Class DT, December 31, 2009: $1.5377

Monthly Rates of Return (4)

Month	2009		2008		2007
January	.88	%	4.07	%	—
February	(0.41	)	8.27		—
March	(1.72	)	(1.01	)	—
April	(3.08	)	(0.77	)	—
May	(2.23	)	1.76		—
June	(1.35	)	5.03		1.76	%
July	(1.70	)	(4.18	)	(1.25	)
August	0.21		(2.51	)	(0.87	)
September	2.44		0.43		6.85
October	(1.41	)	4.24		2.46
November	4.93		4.30		2.61
December	(2.84	)	1.90		0.20
Compound Annual Rate of Return	(6.38	)%	22.96	%	12.11	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since July 1, 2007 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since July 2007 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is 53.78%.

(6)  Class DT was previously known as Class D-TF.

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Item 7:   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operational Overview

This performance summary is an outline description of how the Fund performed in the past, not necessarily any indication of how it will perform in the future.  In addition, the general causes to which certain price movements are attributed may not have caused such movements, but simply occurred at or about the same time.

The Fund is unlikely to be profitable in markets in which such trends do not occur.  Static or erratic prices are likely to result in losses.  Similarly, unexpected events (for example, a political upheaval, natural disaster or governmental intervention) can lead to major short-term losses, as well as gains.

While there can be no assurance that the Fund will be profitable under any given market condition, markets in which substantial and sustained price movements occur typically offer the best profit potential for the Fund.

Results of Operations/Performance Summary

This performance summary is an outline description of how the Fund performed in the past, not necessarily any indication of how it will perform in the future.  In addition, the general causes to which certain price movements are attributed may or may not have caused such movements, but simply occurred at or about the same time.

	Total Trading
Year ended December 31, 2009	Profit (Loss)
Interest Rates	$	(8,522,945	)
Agricultural	2,114,401
Currencies	(12,121,842		)
Energy	(12,677,833		)
Metals	3,421,909
Stock Indices	(10,463,293		)
	(38,249,603		)
Change in Brokerage Commission Payable	(772,176		)
	$	(39,021,779	)

The Fund experienced a net trading loss after brokerage commissions and related fees for the year ended December 31, 2009 of $39,021,779.  The Fund’s metals and agriculture sectors posting gains while the interest rates, stock indices, currencies and energy sectors posted losses.

Losses were posted to the Fund at the beginning of the first quarter in metals as gold went lower against their recent trend. Losses were also posted to the Fund in the middle through the end of the first quarter as base metals retreated. Profits were posted to the Fund at the beginning of the second quarter to be offset with losses posted for the Fund from the middle to the end of the second quarter due to the commodity sector mixed with the main features being the vacillations in the gold price making it hard to gain headway. Losses were posted to the Fund at the beginning of the third quarter only which was offset with profits posted to the Fund throughout the remainder of the quarter. Gold was close to reaching an all time high at the end of the third quarter as the level of debt by governments created a fear of future inflation in debtor economies. Profits were posted to the Fund at the beginning through the middle of the fourth quarter as gold reached an all time high. Losses were posted to the Fund at the end of the fourth quarter due to a sharp reversal in gold giving up the gains that was made in the beginning through the middle of the fourth quarter.

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Profits were posted to the Fund at the beginning through the middle of the first quarter in the agriculture sector.  The continuing plunge in demand and concomitant build up in stock levels kept a lid on prices in February. Grain markets came under renewed price pressure as the Fund’s profits resulted from short positions in grains. Losses were posted to the Fund at the end of the first quarter due to volatility in the markets. Profits were posted to the Fund at the beginning of the second quarter as general trading conditions returned to something approaching normality with daily ranges more constrained and volatility declining. Losses were posted to the Fund in the middle of the second quarter due to the Fund having a mixture of long and shorts within the same sector i.e. long soybeans/short bean oil. Profits were posted to the Fund at the end of the second quarter due to crops doing well. Overall, losses were posted to the Fund at the beginning and end of the third quarter due to volatility in the global markets. Losses were posted to the Fund at the beginning and the middle of the fourth quarter. However, the fourth quarter ended with profits being posted to the Fund. In addition, meats trading registered overall gains for the year.

Losses were posted to the Fund in the interest rate sector at the beginning of the first quarter due to losses in bonds as yields rose in the United States. It is the Fund’s plan to gradually loosen up “Government Paper” only approach for the cash held by the Fund. The Fund intends to make a tactical shift to allocate small percentages to agency paper, corporate bonds and in due course commodity cash and carries. Yields in the 10 year bond markets firmed up fractionally but not enough to offset losses posted to the Fund in the middle of the first quarter. The macro economic background continued to weigh heavily on sentiment, and the discussion or implementation of aggressive “quantitative easing” by governments created sharp moves during the month of March. The short term rates continued to decline at the end of the first quarter resulting in profits being posted to the Fund. Losses were posted to the Fund at the beginning of the second quarter due to bond yields rising on the ten year U.S. Treasury note. Profits were posted to the Fund in the middle of the quarter due to short positions in the German Government bund and long positions in the Australian ten year bond.  Losses were posted to the Fund at the end of the second quarter with the Fund losing in the bond sector and also in short term interest rates. Losses were posted to the Fund at the beginning of the third quarter. Uncertainty continued in the fixed income markets, with U.S. Federal Reserve Chairman Bernanke tempering the optimism by saying that interest rates will need to remain low for “an extended period”. Against this background the Fund’s returns were dominated by losses in equity and bond sectors.  Profits were posted to the Fund in the middle of the third quarter due to continued economic recovery, with a further stream of positive data being released. At the annual Jackson Hole meeting of Central Bankers, they chose not to declare an end to the global economic crisis, with U.S. Federal Reserve Chairman Bernanke stating that “critical challenges remain”. The U.S. Federal Reserve again committed to leaving interest rates near zero for an “extended period” while the Bank of England moved to continue its program of quantitative easing. Profits were posted to the Fund at the end of the third quarter due to short term interest rates which registered further gains and became the Fund’s best performing sector for the year. Losses were posted to the Fund at the beginning of the fourth quarter. The rallying of asset prices and the U.S. dollar falling resulted in profits being posted to the Fund in the middle of the fourth quarter. Equity markets made new 2009 highs, bonds rallied and gold put in a stellar performance to reach a lifetime high. The surprise announcement that Dubai World was asking its bond holders to delay repayment led to a swift reversal in asset prices, giving back only a portion of the November’s profits.  A number of longer term trends reversed in December which gave back some of November’s gains with sharp reversals in bonds resulting in losses posted to the Fund.

Profits were posted to the Fund in stock indices at the beginning through the middle of the first quarter as the global financial and commodity markets worsened. No regions, countries, sectors or companies appeared to be immune from the recessionary conditions. Against this recessionary background and with volatility levels still elevated, the Fund kept a low margin exposure as profits were made in short positions in equities with most stock indices falling more than 10% in February. March proved a difficult month to navigate as markets either reversed previous direction or simply became range bound resulting in losses being posted to the Fund at the end of the first quarter. The stock indices sector posted losses for the Fund. The flurry of “green shoots” of recovery, which started mid March, began to wane (at least temporarily), and there was renewed talk of “yellow weeds” appearing. As such, equities came off their recent highs as the S&P ended flat and markets such as Russia fell from their highs resulting in losses posted to the Fund at the beginning of the second quarter. The underlying structure of markets exposure for the Fund during May was somewhat out of sync such that the recent market action with the new sense of relative confidence has engendered losses posted to the Fund. Against this recessionary background and with volatility in global markets, the Fund posted profits at the end of the second quarter. Losses were posted to the Fund at the beginning of the third quarter due to economic sentiment continuing to hang on the metaphor of “green shoots”. In August, the Dow Jones was up 46% from its March low. The last time that the Dow managed this level of return in the

22

space of six months was in 1975 when it staged a recovery from the 1973-74 stock market crash. During this move the Fund’s stock index systems were slow to reverse their short positions resulting in losses being posted to the Fund in the middle of the third quarter. Global stock indices continued their seemed rally into September causing much comment as to weather the moves were sustainable as it appeared they were the direct result of Government and Central Bank stimulus. Therefore, the third quarter ended with profits being posted to the Fund. Equity markets opened the month of October with a selloff, rallying to make new 2009 highs and then promptly fell back to where they started at the beginning of the month resulting in losses being posted to the Fund. Profits were posted to the Fund in the middle of the fourth quarter with the continuation of a number of longer term trends. The general theme was the rallying of asset prices and the U.S. dollar falling as equity markets made new 2009 highs. Global stock markets moved higher in the month of December resulting in profits being posted to the Fund at the end of the fourth quarter.

Profits were posted to the Fund in currencies at the beginning of the first quarter as the U.S. dollar and the Japanese yen remain strong while the British sterling remained under pressure. Losses were posted to the Fund in the middle of the quarter from the fluctuating currency markets where losses occurred from the weakening of the U.S. dollar. The long exposure in the U.S. dollar was damaged by both the increasing indebtedness of the United States following President Obama’s latest fiscal stimulus package and rumors of it being sidelined as the reserve currency and the Japanese yen position also suffered posting losses to the Fund as the first quarter ended. Losses were posted to the Fund at the beginning of the second quarter due to the currency markets being in flux with the Japanese yen remaining steady and the U.S. dollar marginally low. Losses were posted to the Fund in the middle of the quarter from the fluctuating currency markets where losses occurred from the weakening of the U.S. dollar. The second quarter ended with profits being posted to the Fund as the month of June was a “game of two halves” with a subtle and possibly significant change in recent investor appetite for risky assets being reversed. Profits were posted to the Fund at the beginning and end of the third quarter as currency positions continued to bring some diversification to the Fund with margin to equity rising. At the end of the third quarter, the currencies sector was the strongest sector due to the benefits from the falling U.S. dollar.  The U.S. dollar continued its fall with the euro going up and the Norwegian central bank became the first European Central Bank to raise its benchmark rate resulting in profits being posted to the Fund at the beginning of the fourth quarter. The U.S. dollar continued to fall in November. The Japanese yen moved to a fourteen year high against the U.S. dollar, leading to the Bank of Japan making noises of intervention as profits were posted to the Fund in November. The U.S. dollar reversed its near year long decline, making currencies the worst performing sector in December. The fourth quarter ended with losses posted to the Fund.

The energy sector posted profits for the Fund throughout the first quarter as a rally in energy derived from crude oil prices. Losses were posted to the Fund at the beginning of the second quarter. Losses continued to be posted to the Fund in the middle of the second quarter as crude oil was up in May, despite inventories at nineteen year highs, demand falling and offshore floating storage estimated at over 100 million barrels.  Losses were posted to the Fund at the end of the second quarter as commodities retreated in June. The energy sector posted losses to the Fund throughout the third quarter with crude oil starting the quarter by falling $10 a barrel to $60 a barrel. At the end of the third quarter, system changes were focused on the energies sector, where a new forecasting variable was added, albeit at a very low weight. Crude oil briefly went above $80 a barrel only to fall back in October resulting in losses being posted to the Fund. Profits were posted to the Fund in the middle of the fourth quarter with the continuation of a number of longer term trends. The general theme was the rallying of asset prices and the U.S. dollar falling. A number of longer term trends reversed in December resulting in losses being posted to the Fund at the end of the fourth quarter.

23

	Total Trading
Year ended December 31, 2008	Profit (Loss)
Interest Rates	$	78,006,545
Agricultural	677,429
Currencies	14,971,254
Energy	17,240,490
Metals	8,194,946
Stock Indices	55,223,686
	174,314,350
Change in Brokerage Commission Payable	95,121
	$	174,409,471

The Fund posted gains for the year in all sectors which are interest rates, stock indices, energy, currencies, metals and agriculture. Despite the disastrous market conditions in the financial markets during the fourth quarter, the Fund posted profits as it continued to operate a below normal level of risk out of respect for the market’s extreme behaviors.

The interest rates sector posted profits for the Fund. The Fund profited at the beginning of the year by rises in bonds and interest rate futures, led by the aggressive U.S. Federal Reserve cutting interest rates by a total of 125 basis points. Profits continued to be posted for the Fund through mid-quarter. The first quarter ended with profits being posted to the Fund due to the U.S. Federal Reserve lowering overnight rates by 75 basis points to 2.25% which was the sixth reduction since September 2007. Losses were posted to the Fund at the beginning of the second quarter due to the Fund’s position in long term bonds. Small profits in short term interest rates were offset by equivalent losses in other bond positions in the middle of the quarter. Profits were posted to the Fund at the end of the second quarter. Losses were posted to the Fund at the beginning of the third quarter only to be reversed in the middle of the quarter due to the Fund’s position in long term bonds. The Fund profited from a long bias in bond futures as the 10 year bond yields declined. Profits continued to be posted to the Fund at the end of the third quarter as there was a renewed strength in Government bonds worldwide. The year ended with profits being posted to the Fund throughout the fourth quarter. In December, the 10 year note yields in the United States fell which helped the bond sector post profits to the Fund.

The stock indices posted profits for the Fund. The stock sector suffered the largest losses among the financial sectors as global equities experienced sharp losses to begin the New Year. Despite the overall volatility in global equities, the stock sector posted gains for the Fund mid-quarter through the end of the quarter. Losses were posted to the Fund at the beginning of the second quarter through mid-quarter as financial markets continued to be range bound. June saw a further crystallization of market ranges which had been threatening to break out of their ranges for some time. There was a sharp decline in global equity markets, as the cumulative weight of poor financial figures, inflationary fears and an increase in negative sentiment combined to depress both G7  (seven industrialized nations of the world: Canada, France, Germany, Italy, Japan, United Kingdom, and the United States of America) and the global markets. Most markets fell between 5-10% in June and a technical bear market looks to be in place in the United States where a 20% peak to trough decline has occurred. The Fund was well positioned to benefit from these conditions, with equity indices accounting for nearly half the monthly return as the quarter ended with profits being posted to the Fund. Profits were posted to the Fund at the beginning of the third quarter due to intervention from the Securities and Exchange Commission to restrict short selling and to prop up beleaguered institutions caused some short term effects, however, equity indices stabilized against the recent bear trend. Due to market volatility, losses were posted to the Fund in the middle of the third quarter. High volatility continued to cause the Fund to reduce positions so that the Fund’s margin exposure was at a record low which produced profits being posted to the Fund at the end of the quarter. The Fund’s short positions in the equity indices posted profits to the Fund in October and November. The year ended with the stock indices sector posting profits to the Fund in spite of the market volatility.

The energy sector posted profits for the Fund. Losses were posted for the Fund at the beginning of the first quarter from the falling back of energy prices from recent highs. The Fund experienced renewed strength in the commodity markets with long positions in the energy sectors posting profits for the Fund at the middle of the quarter

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which continued through the end of the quarter. The energy sector was the stand out performer for the Fund at the beginning of the second quarter with crude oil, unleaded gasoline and natural gas markets all contributing to the profit. The continued boom in crude oil prices dominated the mid-quarter as the price has increased over 50% from the first week of February. Profits continued to be posted to the Fund at the end of the second quarter ended in particular with the renewed surge in crude oil. Losses were posted to the Fund at the beginning of the third quarter due to the fluctuation of crude oil moving from $140 per barrel up to $147 per barrel and then down to $125 per barrel . Losses continued to be posted to the Fund in the middle of the third quarter to the end as crude oil continued to fall in price. Losses were posted to the Fund at the beginning of the fourth quarter as crude oil continues to fluctuate in price.  Profits were posted to the Fund mid-quarter through the end of the quarter in spite of the crude oil continuing its sharp decline. Profits were posted to the Fund as the year ended due to the Fund’s short positions in the energy sector.

The currency sector posted profits for the Fund. Profits were posted for the Fund throughout the first quarter. The U.S. dollar renewed its overall decline mid-quarter with the Fund’s long positions in the Euro benefiting resulting in profits being posted for the Fund. The dominant theme at the end of the first quarter was the continued weakness of the U.S. dollar which the Fund exploited primarily with the U.S. dollar versus the Euro and the U.S. dollar versus the Japanese yen posting profits for the Fund. Losses were posted to the Fund at the beginning of the second quarter due to the United States dollar becoming range bound, albeit near its recent lows.  Profits were posted to the Fund mid-quarter through the end of the quarter due to the Fund’s long positions in currencies. Losses were posted to the Fund at the beginning of the third quarter as currencies were in a state of flux, as the Euro, the Japanese yen and the British pound all softened with the U.S. dollar rising. Losses continued to be posted to the Fund in the middle of the third quarter as the long standing negative trend in the U.S. dollar reversed and the U.S. dollar posted a significant recovery with the U.S. dollar index being up. The U.S. dollar continued to rally as the quarter ended posting losses for the Fund. Profits were posted to the Fund at the beginning of the fourth quarter due to the Fund’s long positions in the U.S. dollar versus the British pound and the Canadian dollar. Profits continued to be posted to the Fund mid-quarter in lieu of a volatile market. Currency markets were more erratic in December, with certain pairs reversing recent trends such as the British pound versus the Euro which caused a reduction in profits and losses in this sector.

The metals sector posted profits for the Fund. Profits were posted to the Fund at the beginning of the year. The Fund’s long positions in precious metals accounted for much of the gains posted for the Fund in the middle of the quarter. The Fund struggled in the final weeks of the first quarter with losses posted for the Fund from precious metals by the subsequent largest one day drop in gold since 1981. Losses were posted to the Fund at the beginning of the second quarter as trends in the markets ebbed and flowed. Gold resumed its uptrend mid-quarter as did a number of base metals posting profits to the Fund through the end of the second quarter. Losses were posted to the Fund at the beginning through the middle of the third quarter as precious metals slipped under downward pressure. Profits were posted to the Fund at the end of the quarter in lieu of the global market volatility. Profits continued to be posted to the Fund at the beginning through the middle of the fourth quarter as gold prices were up in November. A small loss was posted to the Fund at the end of the year due to the volatility in the global markets.

The agriculture sector posted profits for the Fund. Profits were posted for the Fund at the beginning of the first quarter through the middle of the quarter due to the Fund’s long positions in the sector. The reversal of the recent up trends in grains caused losses being posted for the Fund at the end of the first quarter. Profits were posted for the Fund at the beginning of the second quarter as grains were the top performer for the sector. Losses were posted to the Fund mid-quarter as grains were mixed, tending to net off against each other. Due to the escalation of grain prices profits were posted to the Fund at the end of the quarter. Losses were posted to the Fund at the beginning through the middle of the third quarter as grains sectors experienced dramatic price fluctuations. In the grain sector both corn and the soy complex fell significantly. Losses were posted to the Fund at the end of the third quarter due to the extreme volatility in the market. The year ended with profits being posted to the Fund in November only due to extreme global market volatility.

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	Total Trading
Year ended December 31, 2007	Profit (Loss)
Interest Rates	$	27,987,381
Agricultural	22,980,789
Currencies	22,469,708
Energy	12,855,981
Metals	2,040,598
Stock Indices	(4,200,844		)
	84,133,613
Change in Brokerage Commission Payable	(10,617		)
	$	84,122,996

The Fund posted gains for the year with the interest rates, agricultural, currencies, energy, and metals sectors posting gains while the stock indices posted losses.

The interest rates sector posted profits for the Fund. The year began with gains being posted to the Fund in connection with an increase in the United Kingdom interest rates by the Monetary Policy Committee which led to a strong performance in the short term interest rate positions. However, mid-quarter through the end of the first quarter the sector posted losses for the Fund due to high levels of market volatility. A growing appetite for risk mid-year led to an increase demand not only for stocks across the globe, but also fed through into the fixed income markets, as bonds sold off and short term interest rate expectations increased in both the United States and Europe. Strong returns were also posted to the Fund in the fixed income markets as both short and long term interest rate expectations rose. Profits continued through the middle of the third quarter due to the net long positions in the short term interest rate. However, at the end of the third quarter losses were posted for the Fund due to a number of small losses in short rates which contributed to an overall modest loss. Further credit market problems, a continued housing slow down and increased expectation of further rate cuts from the United States Federal Reserve resulted in U.S. treasuries rallying with the Fund posting strong gains in bonds and short term interest rates in November. This was reversed at year’s end as losses were posted to the Fund due to global bond markets selling off strongly in part to the strong U.S. economic data and also as a result of the Federal Reserve decision to cut rates by twenty five basis points and not by fifty, which some in the market had expected.

The agricultural sector posted profits for the Fund. The agriculture market was soft which attributed to the difficult trading environment resulting in the Fund posting overall losses at the beginning of the year.  However, losses were offset with gains being posted for the Fund mid-quarter through the end of the second quarter. Gains continued to be posted for the Fund mid-quarter through the end of the third quarter as the grain markets outperformed due to global supply constraints supported rising commodity prices. Due to the strong grain markets, the year ended with gains being posted to the Fund.

The currency sector posted profits for the Fund.  The year began with gains being posted to the Fund which were offset with losses mid-quarter through the end of the first quarter.

The strength in both the Euro and British Pounds currencies were the main drivers behind profits being posted to the Fund which continued through the second quarter. Also, market volatility increased at the end of the second quarter leading to strong returns in the currencies markets. In the third quarter the currencies sector posted losses to the Fund due to significant volatility in the market. The New Zealand dollar and the Australian dollar in particular were under severe pressure which produced losses being posted for the Fund at the beginning of the third through the middle of the third quarter.  However, the quarter ended with profits being posted to the Fund due to the continued weakness in the U.S. dollar which led to strong gains in the currencies sector. The continuing weakening of the U.S. dollar was the dominating theme in the currency markets for October. This led to strong gains in both the Euro and British Pounds positions. The fourth quarter ended with losses being posted for the Fund due to market volatility.

The energy sector posted profits for the Fund. In a continuation of the priced action occurring at the end of 2006, the rise in the U.S. equity markets and the decline in crude oil prices led to significant gains at the beginning of the year. However, losses were posted mid-quarter through the end of the first quarter due to volatility in

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the market. Profits were posted at the beginning through the middle of the second quarter only to be offset at quarter’s end due to the difficulty in trading because of weather conditions and geopolitical pressure. Profits were posted for the Fund at the beginning of the third quarter and at the end due to purchases of crude oil and derived fuels. Strong gains were posted for the Fund in October due to a 17% rally in crude oil. Profits continued to be posted for the Fund through the end of the year.

The metals sector posted profits for the Fund.  Profits were generated the middle part of the first quarter which offset losses posted for the Fund at the beginning of the year. Profits continued to be posted for the Fund at the beginning of the second quarter as metals benefited from the re-emergence of stable trends as prices driven by tightening fundamentals and demand growth rallied. Mid-quarter prices were driven down due to profit taking and concerns over the strength of future Chinese demand. The quarter ended with losses due to supply tightness and bouts of increased risk aversion. Gold rallied 6% in October which ensured strong performances in precious metals posting profits for the Fund. Profits continued to be posted for the Fund as the year ended.

The stock indices posted losses for the Fund. Profits were posted for the Fund at the beginning of the year due to the rise in the U.S. equity markets The steady gains made through the middle part of the first quarter were erased in several volatile trading sessions as a sharp drop in the Chinese stock market sparked a sell off in global equities which fed through into the fixed income markets.  The first quarter ended as high levels of market volatility together with increased correlation across asset classes posted losses for the Fund. A recovery in global equity markets at the beginning of the second quarter was one of the main drivers in strong gains being posted for the Fund. Equity markets continued to rally posting profits for the Fund mid-quarter through the end of the second quarter due to a combination of merger and acquisition activity and a growing appetite for risk led to an increased demand for stocks across the globe. However, losses were posted to the Fund at the beginning of the third quarter as investors began scaling back risk tolerance which led to a 3.6% drop in the Standard and Poors 500 Index. The stock market was distinguished by increasing risk awareness and aversion as financial stocks had an especially difficult time due to uncertainties of potential sub-prime related losses. The fourth quarter ended with losses being posted for the Fund.

Variables Affecting Performance

The principal variables that determine the net performance of the Fund are gross profitability from the Fund’s trading activities and interest income.

The Fund currently earns interest based on the prevailing Fed Funds rate plus a spread for short cash positions and minus a spread for long cash positions.  The current short term interest rates have remained extremely low when compared with historical rates and thus has contributed negligible amounts to overall Fund performance.

During all periods set forth above in “Selected Financial Data”, the interest rates in many countries were at unusually low levels. In addition, low interest rates are frequently associated with reduced fixed income market volatility, and in static markets the Fund’s profit potential generally tends to be diminished.  On the other hand, during periods of higher interest rates, the relative attractiveness of a high risk investment such as the Fund may be reduced as compared to high yielding and much lower risk fixed-income investments.

The Fund’s Management Fees and Sponsor Fees are a percentage of the Fund’s assets. Brokerage Commissions, which are not based on a percentage of the Fund’s assets, are based on actual round turns.  Performance fees payable to Winton and MLAI are based on the New Trading Profits generated by the Fund excluding interest and after reduction of the Brokerage Commissions.

Unlike many investment fields, there is no meaningful distinction in the operation of the Fund between realized and unrealized profits.  Most of the contracts traded by the Fund are highly liquid and can be closed out at any time.

Except in unusual circumstances, factors—regulatory approvals, cost of goods sold, employee relations and the like—which often materially affect an operating business, have no material impact on the Fund.

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Liquidity; Capital Resources

The Fund borrows only to a limited extent and only on a strictly short-term basis in order to finance losses on non-U.S. dollar denominated trading positions pending the conversion of the Fund’s U.S. dollar deposits. These borrowings are at a prevailing short-term rate in the relevant currency.

Substantially all of the Fund’s assets are held in cash. The Net Asset Value of the Fund’s cash is not affected by inflation. However, changes in interest rates could cause periods of strong up or down price trends, during which the Fund’s profit potential generally increases. Inflation in commodity prices could also generate price movements, which the strategies might successfully follow.

Because substantially all of the Fund’s assets are held in cash, the Fund should be able to close out any or all of its open trading positions and liquidate any or all of its securities holdings quickly and at market prices, except in very unusual circumstances. This permits the Fund to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so. In addition, because there is a readily available market value for the Fund’s positions and assets, the Fund’s monthly Net Asset Value calculations are precise. Investors need to provide ten business days notice to receive the full redemption proceeds of their Units on the last business day of any month.

As a commodity pool, the Fund maintains an extremely large percentage of its assets in cash, which it must have available to post initial and variation margin on futures contracts.  This cash is also used to fund redemptions.  While the Fund has the ability to fund redemption proceeds from liquidating positions, as a practical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidated to fund redemptions, MLAI, as the Manager of the Fund, has the ability to override decisions of the Trading Advisor to fund redemptions if necessary, but in practice the Trading Advisor would determine in its discretion which investments should be liquidated.

(The Fund has no applicable off-balance sheet arrangements or tabular disclosure of contractual obligations of the type described in Items 3.03(a)(4) and 3.03(a)(5) of Regulation S-K.)

Recent Accounting Developments

Recent accounting developments are discusses in Exhibit 13.01.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Introduction

The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes and all or substantially all of the Fund’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.

Market movements result in frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow. The Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Fund’s open positions and the liquidity of the markets in which it trades.

The Fund, under the direction of Winton, rapidly acquires and liquidates both long and short positions in a wide range of different markets.  Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund’s past performance is not necessarily indicative of its future results.

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Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund’s speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund’s experience to date (i.e. “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantifications included in this section should not be considered to constitute any assurance or representation that the Fund’s losses in any market sector will be limited to Value at Risk or by the Fund’s attempts to manage its market risk.

Quantifying The Fund’s Trading Value At Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statement” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Fund’s risk exposure in the various market sectors traded by Winton is quantified below in terms of Value at Risk.  Due to the Fund’s fair value accounting, any loss in the fair value of the Fund’s open positions is directly reflected in the Fund’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the historical sample (generally approximately one year) researched for purposes of establishing margin levels.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

In the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Fund), the margin requirements for the equivalent futures positions have been used as Value at Risk.  In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

100% positive correlation in the different positions held in each market risk category has been assumed.  Consequently, the margin requirements applicable to the open contracts have been aggregated to determine each trading category’s aggregate Value at Risk.  The diversification effects resulting from the fact that the Fund’s positions are rarely, if ever, 100% positively correlated have not been reflected

The Fund’s Trading Value at Risk in Different Market Sectors

The following table indicates the average, highest and lowest trading Value at Risk associated with the Fund’s open positions by market category for the fiscal periods. During the years ended December 31, 2009 and December 31, 2008, the Fund’s average month-end Net Asset Value was $769,805,727 and $725,896,624, respectively.

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December 31, 2009

	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk
Agriculture	$	277,767	0.04	%	$	707,394	$	10,427
Currencies/FX	3,051,075		0.40	%	6,085,683		626,499
Energy	148,497		0.02	%	337,061		4,497
Interest Rates	35,281,296		4.58	%	42,048,600		30,410,845
Metals	729,766		0.09	%	2,416,942		58,410
Stock Indices	1,468,414		0.19	%	5,308,164		260,665
TOTAL	$	40,956,815	5.32	%	$	56,903,844	$	31,371,343

December 31, 2008

	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk
Agriculture	$	1,555,708	0.21	%	$	3,763,862	$	135,712
Currencies/FX	4,584,934		0.63	%	10,325,792		348,541
Energy	1,633,598		0.23	%	4,313,519		183,431
Interest Rates	26,875,457		3.70	%	39,784,252		17,648,522
Metals	1,030,926		0.14	%	2,479,475		16,372
Stock Indices	2,585,955		0.36	%	10,586,469		95,514
TOTAL	$	38,266,578	5.27	%	$	71,253,369	$	18,428,092

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund.  The magnitude of the Fund’s open positions creates a “risk of ruin” not typically found in most other investment vehicles.  Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Fund to incur severe losses over a short period of time.   The foregoing Value at Risk table — as well as the past performance of the Fund — gives no indication of this “risk of ruin.”

Non-Trading Risk

Foreign Currency Balances; Cash on Deposit with MLPF&S

The Fund has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial.

The Fund also has non-trading market risk on the approximately 90%-95% of its assets which are held in cash at MLPF&S or BlackRock. The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Fund’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act

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and Section 21E of the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by MLAI and Winton for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, and an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of the time value of their investment in the Fund.

The following were the primary trading risk exposures of the Fund as of December 31, 2009, by market sector.

Interest Rates.

Interest rate movements directly affect the price of derivative sovereign bond positions held by the Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Fund’s profitability. The Fund’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries.  However, the Fund also takes positions in the government debt of smaller nations e.g., Australia. MLAI anticipates that G-7 interest rates will remain the primary market exposure of the Fund for the foreseeable future.

Currencies.

The Fund trades in a number of currencies. The Fund does not anticipate that the risk profile of the Fund’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk of maintaining Value at Risk in a functional currency other than U.S. dollars.

Stock Indices.

The Fund’s primary equity exposure is due to various equity index price movements. The Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Asian indices.

Metals.

The Fund’s metals market exposure is to fluctuations in both the price of precious and non-precious metals.

Agricultural Commodities.

The Fund’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Soybeans, grains, livestock, cotton, corn and coffee accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of December 31, 2009.

Energy.

The Fund’s primary energy market exposure is to natural gas and crude oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

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Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the primary non-trading risk exposures of the Fund as of December 31, 2009.

Foreign Currency Balances.

The Fund’s primary foreign currency balances are in Australian dollars, British pounds and Euros.

U.S. Dollar Cash Balance.

The Fund holds U.S. dollars only in cash at MLPF&S or BlackRock. The Fund has immaterial cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

Trading Risk

MLAI has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. While MLAI does not intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge Winton to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual, except in cases in which it appears that Winton has begun to deviate from past practice and trading policies or to be trading erratically, MLAI’s basic control procedures consist simply of ongoing process of monitoring Winton with the market risk controls being applied by Winton.

Risk Management

Winton attempts to control risk in all aspects of Winton’s investment process — from confirmation of a trend to determining the optimal exposure in a given market, and to money management issues such as the startup or upgrade of investor accounts.  Winton double checks the accuracy of market data, and will not trade a market without multiple price sources for analytical input.  In constructing a portfolio, Winton seeks to control overall risk as well as the risk of any one position, and Winton trades only markets that have been identified as having positive performance characteristics.  Trading discipline requires plans for the exit of a market as well as for entry.  Winton factors the point of exit into the decision to enter (stop loss).  The size of Winton’s positions in a particular market is not a matter of how large a return can be generated but of how much risk it is willing to take relative to that expected return.

To attempt to reduce the risk of volatility while maintaining the potential for excellent performance, proprietary research is conducted on an ongoing basis to refine the Winton investment strategies.  Research may suggest substitution of alternative investment methodologies with respect to particular contracts; this may occur, for example, when the testing of a new methodology has indicated that its use might have resulted in different historical performance.  In addition, risk management research and analysis may suggest modifications regarding the relative weighting among various contracts, the addition or deletion of particular contracts for a program, or a change in position size in relation to account equity.  The weighting of capital committed to various markets in the investment programs is dynamic, and Winton may vary the weighting at its discretion as market conditions, liquidity, position limit considerations and other factors warrant.

Winton may determine that risks arise when markets are illiquid or erratic, which may occur cyclically during holiday seasons, or on the basis of irregularly occurring market events.  In such cases, Winton at its sole discretion may override computer-generated signals and may at times use discretion in the application of its quantitative models, which may affect performance positively or negatively.

Adjustments in position size in relation to account equity have been and continue to be an integral part of Winton’s investment strategy.  At its discretion, Winton may adjust the size of a position in relation to equity in certain markets or entire programs.  Such adjustments may be made at certain times for some programs but not for others.  Factors which may affect the decision to adjust the size of a position in relation to account equity include

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ongoing research, program volatility, assessments of current market volatility and risk exposure, subjective judgment, and evaluation of these and other general market conditions.

Non-Trading Risk

The Fund controls the non-trading exchange rate risk by regularly converting foreign balances back into U.S. dollars at least once per week, and more frequently if a particular foreign currency balance becomes unusually high.

The Fund has cash flow interest rate risk on its cash on deposit with MLPF&S and in the BlackRock sponsored money market mutual fund in that declining interest rates would cause the income from such cash to decline. However, a certain amount of cash or cash equivalents must be held by the Fund in order to facilitate margin payments and pay expenses and redemptions.  MLAI does not take any steps to limit the cash flow risk on its cash held on deposit at MLPF&S and in the BlackRock sponsored money market mutual fund.

Item 8: Financial Statements and Supplementary Data

Net Income (Loss) per quarter

Eight quarters through December 31, 2009

	Fourth		Third		Second			First			Fourth		Third			Second		First
	Quarter		Quarter		Quarter			Quarter			Quarter		Quarter			Quarter		Quarter
	2009		2009		2009			2009			2008		2008			2008		2008
Total Income (Loss)	$	7,145,933	$	10,327,646	$	(49,513,184	)	$	(6,931,000	)	$	102,008,626	$	(55,832,516	)	$	54,559,292	$	86,590,021
Total Expenses	6,342,199		6,357,059		6,509,738			6,922,556			26,423,040		(5,615,460		)	15,604,319		21,143,974
Net Income (Loss)	$	803,734	$	3,970,586	$	(56,022,922	)	$	(13,853,556	)	$	75,585,586	$	(50,217,056	)	$	38,954,973	$	65,446,047
Net Income (Loss) per weighted average Unit(a)	$	0.0016	$	0.0076	$	(0.1091	)	$	(0.0271	)	$	0.1433	$	(0.0965	)	$	0.0804	$	0.1406

(a) The Net Income (Loss) per weighted average Unit is based on the weighted average of the total Units for each quarter.

The financial statements required by this Item are included in Exhibit 13.01.

The supplementary financial information (“information about oil and gas producing activities”) specified by Item 302 of Regulation S-K is not applicable.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Board of Managers of MLAI, the Manager of the Fund, dismissed Deloitte & Touche as the independent registered public accounting firm for the Fund, effective April 20, 2009. The Board of Managers of the Manager, on behalf of the Fund, approved the engagement of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Fund effective April 20, 2009.

There were no disagreements with the respective independent registered public accounting firms on accounting and financial disclosure.

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Item 9A(T): Controls and Procedures

MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of and for the year which ended December 31, 2009, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the quarter ended December 31, 2009 that has materially affected, or is reasonable likely to materially affect, the Fund’s internal control, over financial reporting.

Management’s Report on Internal Control over Financial Reporting:

The Fund’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Fund’s internal control over financial reporting is a process designed under the supervision of MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund and is effected by management, other personnel and service providers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and included those policy and procedures that:

·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Fund.

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of management of the Fund; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

The Fund’s management assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”.

Based on its assessment the Fund’s management concluded that at December 31, 2009, the Fund’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Fund’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Fund’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report for this annual report.

Item 9B:  Other Information

Not applicable.

34

PART III

Item 10: Directors, Executive Officers and Corporate Governance

10(a) and 10(b)Identification of Directors and Executive Officers:

As a limited liability company, the Fund has no officers or directors and is managed by MLAI. Trading decisions are made by Winton on behalf of the Fund.

The managers and executive officers of MLAI and their respective business backgrounds are as follows:

Justin C. Ferri	Chief Executive Officer, President and Manager
Barbra E. Kocsis	Chief Financial Officer
Deann Morgan	Vice President and Manager

Justin C. Ferri is the Chief Executive Officer, President and Manager of MLAI. Mr. Ferri, 34 years old, has been the Chief Executive Officer and President of MLAI since August 2009. Mr. Ferri has been a Manager of MLAI and has been listed as a principal of MLAI since July 29, 2008. He has been registered with NFA as an associated person of MLAI since September 11, 2009. He also serves as Managing Director within the Merrill Lynch Global Wealth & Investment Management group and the Global Investments Solutions group (“GWIM” and “GIS,” respectively), responsible for heading GWIM’s Alternative Investments business. In addition, Mr. Ferri serves as Vice President of IQ Investment Advisors LLC (“IQ”), an indirect, wholly-owned investment adviser subsidiary of Merrill Lynch & Co., and serves as President of each of IQ’s publicly traded closed-end mutual fund companies. Prior to his role in GIS, Mr. Ferri was a Director in the MLPF&S Global Private Client Market Investments & Origination group, and before that, he served as a Vice President and head of the MLPF&S Global Private Client Rampart Equity Derivatives team. Prior to joining Merrill Lynch in 2002, Mr. Ferri was a Vice President within the Quantitative Development group of mPower Advisors LLC from 1999 to 2002, and prior to that, he worked in the Private Client division of J.P. Morgan & Co. He holds a B.A. degree from Loyola College in Maryland.

Barbra E. Kocsis is the Chief Financial Officer for MLAI. Ms. Kocsis, 43 years old, has been the Chief Financial Officer of MLAI since October 2006. Ms. Kocsis has been listed with the NFA as a principal of MLAI since May 21, 2007 and is a Director within the Merrill Lynch Global Wealth Management Investment Services group, positions she has held since October 2006. Prior to serving in her current roles, she was the Fund Controller of MLAI from May 1999 to September 2006. Before joining MLAI, Ms. Kocsis held various accounting and tax positions at Derivatives Portfolio Management LLC from May 1992 until May 1999, at which time she held the position of accounting director. Prior to that, she was an associate at Coopers & Lybrand in both the audit and tax practices from September 1988 to February 1992. She graduated cum laude from Monmouth College with a Bachelor of Science in Business Administration - Accounting.

Deann Morgan is a Vice President and Manager of MLAI. Ms. Morgan, 40 years old, has been a Vice President of MLAI and Managing Director of GIS since March 2008. As Managing Director of GIS, Ms. Morgan heads Alternative Investments Origination. From April 2006 until March 2008, Ms. Morgan was a Director for Merrill Lynch’s Investments, Wealth Management & Insurance group, where she was responsible for origination of private equity and listed alternative investments. Between August 2004 and April 2006, Ms. Morgan worked for Merrill Lynch’s Investment Banking Group covering Asian corporate clients. She received her M.B.A. from University of Chicago and her B.B.A. from University of Michigan. Ms. Morgan has been registered with NFA as an associated person and listed as a principal of MLAI since August 21, 2009. Ms. Morgan has also been registered with NFA as an associated person of MLPF&S since April 13, 2009.

35

MLAI acts as the sponsor, general partner or manager to seven public futures funds whose units of limited partner or member interests are registered under the Securities Exchange Act of 1934: ML Apect Futures Access LLC, ML Bluetrend FuturesAccess LLC, ML Select Futures I L.P., ML Systematic Momentum FuturesAccess LLC, ML Transtrend DTP Enhanced FuturesAccess LLC, ML Trend-Following Futures Fund L.P, and ML Winton FuturesAccess LLC. Because MLAI serves as the sole sponsor, general partner or manager of each of these funds, the officers and managers of MLAI effectively manage them as officers and directors of such funds.

(c)Identification of Certain Significant Employees:

None.

(d)Family Relationships:

None.

(e)Business Experience:

See Item 10(a) and (b) above.

(f)Involvement in Certain Legal Proceedings:

None.

(g)Promoters and Control Persons:

Not applicable.

(h)Section 16(a) Beneficial Ownership Reporting Compliance:

Not applicable.

Code of Ethics:

MLAI and Merrill Lynch have adopted a code of ethics which applies to the Fund’s (MLAI’s) principal executive officer and principal financial officer or persons performing similar functions on behalf of the Fund.  A copy of the code of ethics is available to any person, without charge, upon request by calling 1-866-MER-ALTS.

Nominating Committee:

Not applicable.  (Neither the Fund nor MLAI has a nominating committee.)

Audit Committee; Audit Committee Financial Expert:

Not applicable.  (Neither the Fund nor MLAI has an audit committee. There are no listed shares of the Fund or MLAI.)

36

Item 11: Executive Compensation

The managers and officers of MLAI are remunerated by Merrill Lynch in their respective positions. The Fund does not itself have any officers, managers or employees.  The Fund pays Brokerage Commissions to an affiliate of MLAI and Sponsor Fees to MLAI.  MLAI or its affiliates may also receive certain economic benefits from possession of the Fund’s U.S. dollar assets.  The managers and officers receive no “other compensation” from the Fund, and the managers receive no compensation for serving as managers of MLAI.  There are no compensation plans or arrangements relating to a change in control of either the Fund or MLAI.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)Security Ownership of Certain Beneficial Owners:

Not applicable. (The Units represent limited liability company interests. The Fund is managed by its Manager, MLAI.)

(b)Security Ownership of Management:

As of December 31, 2009, MLAI owned 19,470 Unit-equivalent member interests, which constituted ..0038% of the total Units outstanding, and Winton did not own any Units.

c)Changes in Control:

None.

(d)Securities Authorized for Issuance Under Equity Compensation Plans:

Not applicable.

Item 13: Certain Relationships and Related Transactions and Director Independence

(a)Transactions between Merrill Lynch and the Fund

Some of the service providers to the Fund are affiliates of Merrill Lynch. However, none of the fees paid by the Fund to such Merrill Lynch affiliates were negotiated and such fees charged to the Fund might be higher than would have been obtained in arms-length negotiations.

The Fund pays MLAI and MLPF&S and its affiliates Brokerage Commissions, Sponsor Fees, and Management Fees as well as bid-ask spreads on forward currency trades.  The Fund also pays MLPF&S interest on short-term loans extended by MLPF&S to cover losses on foreign currency positions.

Within the Merrill Lynch organization, MLAI is the beneficiary of the revenues received by different Merrill Lynch entities from the Fund.  MLAI controls the management of the Fund and serves as its promoter.  Although MLAI has not sold any assets, directly or indirectly, to the Fund, MLAI makes substantial profits from the Fund due to the foregoing revenues.

No loans have been, are or will be outstanding between MLAI or any of its principals and the Fund.

MLAI pays substantial selling commissions and trailing commissions to MLPF&S for distributing the Units.  MLAI is ultimately paid back for these expenditures from the revenues it receives from the Fund.

37

(b)Certain Business Relationships:

MLPF&S, an affiliate of MLAI, acts as the principal commodity broker for the Fund.

In 2009, the Fund expensed:  (i) Brokerage Commissions of $772,176 to MLPF&S, $15,244,224 in Management Fees earned by Winton and MLAI; and (ii) Sponsor Fees of $9,536,904.  In addition, MLAI and its affiliates may have derived certain economic benefits from possession of a portion of the Fund’s assets, as well as from foreign exchange and EFP trading.

See Item 1(c), “Narrative Description of Business — Charges” and “— Description of Current Charges” for a discussion of other business dealings between MLAI affiliates and the Fund.

(c)Indebtedness of Management:

None.

(d)Transactions with Promoters:

Not applicable.

(e)Director Independence:

No person who served as a manager of MLAI during 2009 would be considered independent (based on the definition of an independent director under the NASDAQ rules).

Item 14: Principal Accountant Fees and Services

(a)Audit Fees

Aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP in connection with the audit of the Fund’s financial statements as of and for the year ended December 31, 2009 were $55,500.

Aggregate fees billed for professional services rendered by Deloitte & Touche LLP in connection with the audit of the Fund’s financial statements as of and for the year ended December 31, 2008 were $55,500, respectively.

(b)Audit-Related Fees

There were no other audit-related fees billed for the years ended December 31, 2009 and 2008 related to the Fund.

(c)Tax Fees

No fees were billed by PricewaterhouseCoopers LLP or any member firms of PricewaterhouseCoopers and their respective affiliates for the year ended December 31, 2009 for professional services rendered to the Fund in connection with tax compliance, tax advice and tax planning.

Aggregate fees billed for professional services rendered by Deloitte Tax LLP in connection with the tax compliance, advice and preparation of the Fund’s tax returns for the year ended December 31, 2009 were $61,200.

Aggregate fees billed for professional services rendered by Deloitte Tax LLP, or any member firms of Deloitte Touche Tohmatsu and their respective affiliates in connection with the tax compliance, advice and preparation of the Fund’s tax returns for the years ended December 31, 2008 was $72,000, respectively.

38

(d)All Other Fees

No fees were billed by PricewaterhouseCoopers LLP or any member firms of PricewaterhouseCoopers and their respective affiliates for the year ended December 31, 2009 for any other professional services in relation to the Fund.

No fees were billed by Deloitte & Touche LLP, Deloitte Tax LLP, or any member firms of Deloitte Touche Tohmatsu and their respective affiliates during the year ended December 31, 2008 for any other professional services in relation to the Fund.

Neither the Fund nor MLAI has an audit committee to pre-approve principal accountant fees and services.  In lieu of an audit committee, the managers and the principal financial officer pre-approve all billings prior to the commencement of services.

39

PART IV

Item 15: Exhibits and Financial Statement Schedules

1.

	Page:
REPORTS OF REGISTERED PUBLIC ACCOUNTING FIRMS	1
Statements of Financial Condition as of December 31, 2009 and 2008	3
Statements of Operations for the years ended December 31, 2009, 2008 and 2007	4
Statements of Changes in Members’ Capital for the years ended December 31, 2009, 2008 and 2007	5
Financial Data Highlights for the years ended December 31, 2009, 2008 and 2007	7
Notes to Financial Statements	10

2.Financial Statement Schedules:

Financial statement schedules not included in this Form 10-K have been omitted for the reason that they are not required or are not applicable or that equivalent information has been included in the financial statements or notes thereto.

3.Exhibits:

The following exhibits are incorporated by reference or are filed herewith to this Annual Report on Form 10-K:

Designation	Description
3.01	Certificate of Formation of ML Winton FuturesAccess LLC.
Exhibit 3.01:	Is incorporated by reference from Exhibit 3.01 contained in the Registration Statement on Form 10 (File No. 000-51084) under the Securities Exchange Act of 1934, filed on December 20, 2004 (the “Registrant’s Initial Registration Statement”).
3.02	Amended and Restated Limited Liability Company Operating Agreement of ML Winton Futures Access LLC.
Exhibit 3.02:	Is filed herewith.
10.01	Futures Customer Agreement between ML Winton FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Exhibit 10.01:	Is incorporated by reference from Exhibit 10.01 contained in Amendment No. 1 to the Registrant’s Registration Statement on Form 10 (File No. 000-51084) under the Securities Exchange Act, filed on February 12, 2008.
10.02	ML FuturesAccess Advisory Agreement by and among ML Winton FuturesAccess LLC, ML Winton FuturesAccess Ltd., Winton Capital Management Ltd., and Merrill Lynch Alternative Investments LLC.

40

Exhibit 10.02:	Is incorporated by reference from Exhibit 10.02 contained in the Registrant’s Initial Registration Statement.
13.01	2009 Annual Report and Report of Independent Registered Public Accounting Firm.
Exhibit 13.01:	Is filed herewith.
31.01 and 31.02	Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 31.01
and 31.02:	Are filed herewith.
32.01 and 32.02	Section 1350 Certifications
Exhibit 32.01
and 32.02:	Are filed herewith.

41

SIGNATURES

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

ML WINTON FUTURESACCESS LLC

By:  MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC MANAGER

By:	/s/Justin C. Ferri
Justin C. Ferri
Chief Executive Officer, President and Manager
(Principal Executive Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed on March 31, 2010 by the following persons on behalf of the Registrant and in the capacities indicated.

Signature	Title	Date
/s/ Justin C. Ferri	Chief Executive Officer, President and Manager	March 31, 2010
Justin C. Ferri
/s/ Barbra E. Kocsis	Chief Financial Officer	March 31, 2010
Barbra E. Kocsis	(Principal Financial and Accounting Officer)
/s/ Deann Morgan	Vice President and Manager	March 31, 2010
Deann Morgan

(Being the principal executive officer, the principal financial and accounting officer and a majority of the managers of Merrill Lynch Alternative Investments LLC)

42

ML WINTON FUTURESACCESS LLC

2009 FORM 10-K

INDEX TO EXHIBITS

	Exhibit
Exhibit 3.02	Amended and Restated Limited Liability Company Operating Agreement of ML Winton Futures Access LLC.
Exhibit 13.01	2009 Annual Report and Report of Independent Registered Public Accounting Firm
Exhibit 31.01 and 31.02	Rule 13a - 14(a) / 15d - 14(a) Certifications
Exhibit 32.01 and 32.02	Sections 1350 Certifications

43

EX-3.02

Exhibit 3.02

ML WINTON FUTURESACCESS LLC

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THE UNITS OF LIMITED LIABILITY COMPANY INTEREST CREATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWS AND WITH THE CONSENT OF THE SPONSOR.

Merrill Lynch Alternative Investments LLC

Sponsor

November 30, 2009

ML WINTON FUTURESACCESS LLC

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT

TABLE OF CONTENTS

ARTICLE I ORGANIZATION
SECTION 1.01. OBJECTIVES AND PURPOSES	1
SECTION 1.02. APPOINTMENT OF THE TRADING ADVISOR; INVESTMENT OF CASH RESERVES	2
SECTION 1.03. FISCAL YEAR; ACCOUNTING PERIODS	3
SECTION 1.04. REGISTERED AGENT AND OFFICE; PRINCIPAL OFFICE	3
SECTION 1.05. DURATION OF THIS FUTURESACCESS FUND	3
SECTION 1.06. NON-ASSIGNABILITY OF UNITS; SUBSTITUTED INVESTORS; LIMITED ASSIGNABILITY OF THE SPONSOR’S INTEREST	3
SECTION 1.07. LIABILITY OF INVESTORS	3
ARTICLE II CAPITAL AND TAX ALLOCATIONS
SECTION 2.01. CAPITAL CONTRIBUTIONS	4
SECTION 2.02. OPENING CAPITAL ACCOUNTS	6
SECTION 2.03. FINANCIAL ALLOCATIONS AMONG THE UNITS	7
SECTION 2.04. NET ASSET VALUE	7
SECTION 2.05. SPONSOR’S FEES; MANAGEMENT AND PERFORMANCE FEES; TRANSACTION COSTS; OPERATING EXPENSES	8
SECTION 2.06. ALLOCATION OF PROFITS AND LOSSES FOR FINANCIAL PURPOSES	9
SECTION 2.07. ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES	9
SECTION 2.08. CHARGEBACKS TO CURRENT OR FORMER INVESTORS	11
SECTION 2.09. PROCESSING OF SUBSCRIPTIONS	12
SECTION 2.10. VALUATION OF ASSETS	12
SECTION 2.11. USE OF ESTIMATES	13
SECTION 2.12. ACCOUNTING PRACTICES	13
ARTICLE III PARTICIPATION IN FUTURESACCESS FUND PROPERTY; REDEMPTIONS AND DISTRIBUTIONS
SECTION 3.01. NO UNDIVIDED INTERESTS IN FUTURESACCESS FUND PROPERTY	13
SECTION 3.02. REDEMPTIONS OF UNITS; EXCHANGES	14

i

TABLE OF CONTENTS (cont.)

SECTION 3.03. WITHDRAWALS OF CAPITAL BY THE SPONSOR	14
SECTION 3.04. MANDATORY REDEMPTIONS	15
SECTION 3.05. MANDATORY REDEMPTIONS TO PAY TAXES	15
SECTION 3.06. DISTRIBUTIONS	15
SECTION 3.07. FORM OF DISTRIBUTION AND REDEMPTION PAYMENTS	15
SECTION 3.08. REMOVAL OF THE SPONSOR	15
ARTICLE IV WITHDRAWAL OF THE SPONSOR AND INVESTORS
SECTION 4.01. WITHDRAWAL OF THE SPONSOR	16
SECTION 4.02. WITHDRAWAL OF AN INVESTOR	16
SECTION 4.03. STATUS AFTER WITHDRAWAL	16
ARTICLE V MANAGEMENT
SECTION 5.01. AUTHORITY OF THE SPONSOR	16
SECTION 5.02. SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS	16
SECTION 5.03. ACTIVITIES OF THE SPONSOR PARTIES	17
SECTION 5.04. SERVICES TO THIS FUTURESACCESS FUND	17
SECTION 5.05. INTERESTED PARTIES	17
SECTION 5.06. EXCULPATION	18
SECTION 5.07. INDEMNIFICATION	18
SECTION 5.08. INVESTORS’ TRANSACTIONS	18
SECTION 5.09. RELIANCE BY THIRD PARTIES	19
SECTION 5.10. REGISTRATION OF ASSETS	19
SECTION 5.11. LIMITATION ON AUTHORITY OF THE SPONSOR	19
ARTICLE VI ADMISSION OF INVESTORS
SECTION 6.01. PROCEDURE AS TO NEW INVESTORS	19
SECTION 6.02. PROCEDURE AS TO NEW MANAGERS	19
ARTICLE VII BOOKS OF ACCOUNT; AUDITS; REPORTS TO INVESTORS
SECTION 7.01. BOOKS OF ACCOUNT	19
SECTION 7.02. ANNUAL AUDIT	20
SECTION 7.03. INTERIM REPORTS	20
ARTICLE VIII CONFLICTS OF INTEREST
SECTION 8.01. INVESTORS’ CONSENT	20

ii

TABLE OF CONTENTS (cont.)

ARTICLE IX DISSOLUTION AND WINDING UP OF THIS FUTURESACCESS FUND
SECTION 9.01. EVENTS OF DISSOLUTION	21
SECTION 9.02. DISSOLUTION	21
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01. INVESTORS NOT TO CONTROL	21
SECTION 10.02. POWER OF ATTORNEY	22
SECTION 10.03. AMENDMENTS; CONSENTS	22
SECTION 10.04. NOTICES	23
SECTION 10.05. LEGAL EFFECT; MANNER OF EXECUTION	23
SECTION 10.06. GOVERNING LAW	23
SECTION 10.07. CONSENT TO JURISDICTION	23
SECTION 10.08. “TAX MATTERS PARTNER”; TAX ELECTIONS	23
SECTION 10.09. DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS AGREEMENT	23
SECTION 10.10. NO PUBLICITY	23
SECTION 10.11. SURVIVAL	24
SECTION 10.12. WAIVERS	24
SECTION 10.13. VOTING RIGHTS	24
SECTION 10.14. ISSUANCE OF DIFFERENT CLASSES	24
SECTION 10.15. COMPLIANCE WITH THE INVESTMENT ADVISERS ACT OF 1940; SECURITIES LAWS	24
SECTION 10.16. AMENDMENT AND RESTATEMENT	24

TESTIMONIUM

SIGNATURES

iii

ML WINTON FUTURESACCESS LLC

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT

as of November 30, 2009

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”)  dated November 30, 2009 of ML Winton FuturesAccess LLC (this “FuturesAccess Fund”) by and among Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), and those persons who shall invest in the units of limited liability company interest (“Units”) created pursuant to this Agreement — Class A, Class C, Class D, Class I, Class DS, Class DT and such other classes as may be established in the future — and shall therefore be admitted as members (such members being hereinafter sometimes referred to collectively as “Investors”; provided, that for purposes of voting, Units held by the Sponsor shall not be considered to be held by an Investor).

WHEREAS, the parties hereto desire to form or continue this FuturesAccess Fund, a limited liability company under the provisions of the Delaware Limited Liability Company Act (the “Act”), which shall be one of the funds included in the Merrill Lynch FuturesAccessSM Program (“FuturesAccess”); such other funds to be hereinafter sometimes referred to as “FuturesAccess Funds”.

WHEREAS, units of limited liability company interest issued by the FuturesAccess Funds in general shall hereinafter be referred to as “Units.”

WHEREAS, the Sponsor is the sponsor of this FuturesAccess Fund and the manager of this FuturesAccess Fund for purposes of the Act.

WHEREAS, in addition to FuturesAccess, the Sponsor also sponsors the HedgeAccessSM Program (“HedgeAccess”) of private investment funds concentrating on securities, rather than futures and forward trading (such funds being hereinafter referred to as “HedgeAccess Funds”).

WHEREAS, the parties hereby desire to set forth the terms pursuant to which this FuturesAccess Fund shall be governed.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
ORGANIZATION

SECTION 1.01.  OBJECTIVES AND PURPOSES.

(a)This FuturesAccess Fund shall have the following objectives and purposes:

(i)to retain a professional trading advisor (the “Trading Advisor”) to manage this FuturesAccess Fund’s speculative trading in the futures, forward, options and other markets as described in the “Part One (A) Confidential Program Disclosure Document: FuturesAccessSM Program General Information,” the “Part One (B) Confidential Program Disclosure Document: Trading Advisor Information” and the “Part Two Confidential Program Disclosure Document: Statement of Additional Information,” as they may be updated or supplemented from time to time (collectively, the “Disclosure Document”);

1

(ii)to maintain such futures brokerage, forward dealing and other counterparty accounts, as well as such cash reserves as the Sponsor may from time to time deem to be appropriate and to invest and manage all such cash reserves; and

(iii)to engage in any other lawful act or activity within and without the United States for which limited liability companies may be organized under the laws of the State of Delaware.

(b)This FuturesAccess Fund, and the Sponsor on behalf of this FuturesAccess Fund, shall have the power to enter into, make and perform all contracts and other undertakings, and engage in all activities and transactions as may be necessary or advisable to the carrying out of the foregoing purposes, including, without limitation, the power:

(i)to trade futures, forwards, options and other instruments on margin and otherwise;

(ii)to borrow money from banks or brokers, and to secure the payment of any obligations of this FuturesAccess Fund by hypothecation or pledge of all or part of the assets of this FuturesAccess Fund;

(iii)to exercise, as applicable, all rights, powers, privileges and other incidents of ownership or possession with respect to the assets of this FuturesAccess Fund;

(iv)to open, maintain and close bank, brokerage and other accounts;

(v)to prepare and file all tax returns required of this FuturesAccess Fund and make any election or determination on behalf of this FuturesAccess Fund in connection therewith or as otherwise required or permitted by applicable tax laws;

(vi)to bring, defend, compromise and settle legal actions or other claims on behalf of this FuturesAccess Fund;

(vii)to maintain insurance on behalf of this FuturesAccess Fund, including indemnification insurance; or

(viii)to take any and all such actions as the Sponsor may deem to be necessary or advisable in connection with the foregoing.

SECTION 1.02.  APPOINTMENT OF THE TRADING ADVISOR; INVESTMENT OF CASH RESERVES.  The Sponsor shall appoint the Trading Advisor to have discretionary authority over this FuturesAccess Fund’s trading and investing as described in the Disclosure Document.  This FuturesAccess Fund may execute transactions in commodity interests, currency interests, swap agreements and any other manner of instruments, on either a principal or an agency basis, with or through affiliates of the Sponsor (the Sponsor and such affiliates being hereafter referred to as “Merrill Lynch”) or third parties.  The sole clearing broker and the principal forward trading counterparty for this FuturesAccess Fund shall be Merrill Lynch unless the Sponsor otherwise determines.

This FuturesAccess Fund shall deposit all or substantially all of this FuturesAccess Fund’s capital with Merrill Lynch or any other clearing brokers selected by the Sponsor pursuant to the arrangements described in the Disclosure Document, all Investors acknowledging that Merrill Lynch will not only receive futures brokerage commissions and bid-ask spreads from this FuturesAccess Fund but also will retain significant economic benefits from the possession of this FuturesAccess Fund’s assets (in addition to the interest which Merrill Lynch will credit to this FuturesAccess Fund’s account).  In addition, the Sponsor may maintain this FuturesAccess Fund’s assets in deposit or similar accounts with, or in money market funds operated by, one or more affiliates of the Sponsor, which affiliates may benefit from the possession of such assets, as well as with unaffiliated entities.  The interest paid by such affiliated and unaffiliated entities on this FuturesAccess Fund’s cash

2

so invested will be paid to this FuturesAccess Fund.  However, neither the Sponsor nor any of its affiliates (or any third parties) will be obligated to account to this FuturesAccess Fund or any Investor for any additional economic benefits which the Sponsor or any such affiliate may derive from possession of this FuturesAccess Fund’s assets.

SECTION 1.03.  FISCAL YEAR; ACCOUNTING PERIODS.  The fiscal year of this FuturesAccess Fund shall end on each December 31.  This FuturesAccess Fund’s accounting periods (“Accounting Periods”), as of the end of each of which increases and decreases in this FuturesAccess Fund’s “Net Assets” (as defined in Section 2.04) shall be calculated and reflected in the “Net Asset Value” (as defined in Section 2.04) of the Units issued by this FuturesAccess Fund, shall begin: (i) as of the day that this FuturesAccess Fund first begins operations, (ii) as of the day that any Unit is issued, (iii) as of the day immediately following any redemption of Units, (iv) as of the beginning of each calendar month, and (v) as of such other day as the Sponsor may determine.  An Accounting Period shall end on the day immediately preceding the beginning of the next Accounting Period.

SECTION 1.04.  REGISTERED AGENT AND OFFICE; PRINCIPAL OFFICE.  This FuturesAccess Fund shall maintain in the State of Delaware a registered agent and office.  The identity and location of said registered agent and office shall be determined by the Sponsor, and may be changed from time to time by the Sponsor.

The initial registered office of this FuturesAccess Fund in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

The principal office of this FuturesAccess Fund shall be located at the offices of the Sponsor, 4 World Financial Center, 250 Vesey Street, 6th Floor, New York, NY 10080, or such other place as the Sponsor may designate from time to time.

SECTION 1.05.  DURATION OF THIS FUTURESACCESS FUND.  The term of this FuturesAccess Fund commenced as of the date its Certificate of Formation was filed with the Secretary of State of the State of Delaware, and shall continue until terminated by the dissolution and winding up of this FuturesAccess Fund as hereinafter provided.

SECTION 1.06.  NON-ASSIGNABILITY OF UNITS; SUBSTITUTED INVESTORS; LIMITED ASSIGNABILITY OF THE SPONSOR’S INTEREST.

(a)No Investor shall assign, encumber, pledge, hypothecate or otherwise transfer any of such Investor’s Units without the consent of the Sponsor, and any assignment, encumbrance, pledge, hypothecation or transfer of Units, whether voluntary, involuntary or by operation of law, to which the Sponsor does not consent shall result in the Units so assigned, encumbered, pledged, hypothecated or otherwise transferred being mandatorily redeemed as of the end of the month during which such purported assignment, encumbrance, pledge, hypothecation or transfer occurred.  Any assignment, encumbrance, pledge, hypothecation or transfer which shall result in the termination of this FuturesAccess Fund for federal income tax purposes shall be null and void ab initio and of no legal force or effect whatsoever.  An assigning Investor shall remain liable to this FuturesAccess Fund as provided in the Act, regardless of whether his or her assignee becomes a substituted Investor.

(b)The Sponsor may not assign, encumber, pledge, hypothecate or otherwise transfer all or any portion of its manager’s interest in this FuturesAccess Fund; provided, that the Sponsor may assign such interest to an affiliate of the Sponsor upon notice (which need not be prior notice) to the Investors or in connection with the sale or transfer of all or a material portion of the Sponsor’s equity or assets.  See Sections 4.01 and 6.02.

SECTION 1.07.  LIABILITY OF INVESTORS.

(a)Nothing herein shall require the Sponsor to maintain any minimum net worth or shall make any person associated with the Sponsor individually liable for any debt, liability or obligation of this FuturesAccess Fund or of the Sponsor.

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(b)No Investor shall have any obligation to restore any negative balance in the capital account established for each Unit pursuant to Section 2.02 (“Capital Account”) of such Investor.

(c)The Sponsor shall have no obligation to restore any negative balance in any Investor’s or in the Sponsor’s Capital Account.

(d)Except as provided in Section 2.08 (providing for chargebacks to current or former Investors), the Sponsor and the Investors shall be liable for the repayment, satisfaction and discharge of debts, liabilities and obligations of this FuturesAccess Fund only to the extent of the Sponsor’s or such Investor’s investment in this FuturesAccess Fund and not in excess thereof.

ARTICLE II
CAPITAL AND TAX ALLOCATIONS

SECTION 2.01.  CAPITAL CONTRIBUTIONS.  All contributions of capital to this FuturesAccess Fund (“Capital Contributions”) shall be made in cash.  Capital Contributions may be made in such amounts, and at such times, as the Sponsor may determine.  The Sponsor may permit certain Investors to make smaller initial or subsequent Capital Contributions than is otherwise generally required by the Sponsor without entitling any other Investor to make smaller initial or subsequent Capital Contributions.

Investors will receive Units in return for their Capital Contributions.  Each Class of Units shall initially be issued at $1.00 per Unit, and thereafter at Net Asset Value.

The Sponsor (and/or any other Merrill Lynch entity) may, but need not, make Capital Contributions as of any date that any Units are issued.  Merrill Lynch may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization.  Seed capital (if any) will be invested in Class D Units.  However, neither the Sponsor nor any other Merrill Lynch entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund).  The Units may be issued in the six Classes described herein — Class A Units, Class C Units, Class D Units, Class I Units, Class DS Units and Class DT Units.  Units of a new Class or series may be issued in the Sponsor’s sole discretion.

Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units.  The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction.

Fractional Units shall not be issued to Investors (but may be issued to the Sponsor or any other Merrill Lynch entity).  Investors’ subscriptions shall be used to purchase the largest whole number of Units of the appropriate Class possible.  Any subscription amount which cannot be used to purchase whole Units shall be credited (in cash) to Investors’ Merrill Lynch customer securities accounts.

Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued.

Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued.  All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received.

Class DS Units and Class DT Units are open to investment by only other FuturesAccess Funds and do not otherwise have any eligibility requirements except as determined by the Sponsor from time to time.

Eligibility for Class A Units, Class C Units, Class D Units and Class I Units shall be determined on the basis of an Investor’s total “FuturesAccess Investment” (defined below) in FuturesAccess overall as well as, in the case of Class D

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Units, in a particular FuturesAccess Fund.  An Investor’s “FuturesAccess Investment,” determined as of the beginning of each month, equals the greater of:

(i)            the aggregate Net Asset Value of an Investor’s outstanding Units in FuturesAccess (or in a particular FuturesAccess Fund, as applicable) based on the most recently available Net Asset Values, plus pending subscriptions; or

(ii)           an Investor’s net subscriptions to FuturesAccess overall (or to a particular FuturesAccess Fund, as applicable).  Net subscriptions means an Investor’s aggregate subscriptions less aggregate redemptions (not including pending redemptions).

Class A and Class C Units shall be assigned for FuturesAccess Investments up to $5,000,000; Class I Units are assigned for FuturesAccess Investments of $5,000,000 or more; and Class D Units are assigned for FuturesAccess Investments in an individual FuturesAccess Fund of $5,000,000 or more or aggregate FuturesAccess Investments of $15,000,000 or more.

Except for purposes of determining Class D eligibility in a particular FuturesAccess Fund, the purchase and sale of Units in an exchange shall offset each other and shall have no effect on the amount of an Investor’s net subscriptions to FuturesAccess overall.

FuturesAccess Investments attributable to certain related accounts may be combined for purposes of determining an Investor’s Class I and Class D eligibility.  In addition, Investors who participate in HedgeAccess (private investment funds which primarily trade securities) shall be permitted to aggregate their Investments in FuturesAccess and HedgeAccess for purposes of determining such Investors’ Class I and Class D eligibility.

There shall be no minimum FuturesAccess Investment required to invest in Class A or Class C Units (other than the minimum subscription amounts required to invest in a particular FuturesAccess Fund or FuturesAccess overall).

New Investors whose initial subscription equals or exceeds $5,000,000 shall be issued Class I Units in each FuturesAccess Fund in which they invest.  If an existing Investor, whose FuturesAccess Investment is less than $5,000,000, makes an additional subscription which causes such Investor’s FuturesAccess Investment to equal or exceed $5,000,000 (including the new subscription), the entire new subscription shall be invested in Class I Units.  The Investor’s existing Units shall not be converted from Class A or Class C (as the case may be) to Class I Units, but all subsequent subscriptions and exchanges made by such Investor shall be for Class I Units.

Class D eligibility is determined on both an individual FuturesAccess Fund and an overall FuturesAccess basis.

Investors whose initial subscription to any one FuturesAccess Fund equals or exceeds $5,000,000 shall be issued Class D Units in that FuturesAccess Fund.  If an Investor, whose FuturesAccess Investment in a particular FuturesAccess Fund is less than $5,000,000, makes an additional subscription or exchange into that FuturesAccess Fund which causes such Investor’s FuturesAccess Investment to equal or exceed $5,000,000 (including the new subscription or exchange), the entire new subscription or exchange into that FuturesAccess Fund shall be invested in Class D Units.  The Investor’s existing Units in that FuturesAccess Fund shall not be converted to Class D Units, but all subsequent subscriptions or exchanges made by such Investor into the same FuturesAccess Fund shall be for Class D Units.  However, notwithstanding the fact that an Investor’s FuturesAccess Investment in a particular FuturesAccess Fund equals or exceeds $5,000,000, if that Investor invests or exchanges into another FuturesAccess Fund in which such Investor’s FuturesAccess Investment is less than $5,000,000, such Investor shall not receive Class D Units in such other FuturesAccess Fund (except as described immediately below).

New Investors whose initial subscription equals or exceeds $15,000,000 shall be issued Class D Units in each FuturesAccess Fund in which they invest, irrespective of whether such Investor’s FuturesAccess Investments in any one FuturesAccess Fund equals or exceeds $5,000,000.  If an existing Investor, whose FuturesAccess Investment is less than $15,000,000, makes an additional subscription immediately after which such Investor’s FuturesAccess Investment equals

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or exceeds $15,000,000 (including the new subscription), the entire new subscription shall be invested in Class D Units.  The Investor’s existing Units shall not be converted to Class D Units, but all subsequent subscriptions and exchanges made by such Investor will be for Class D Units.

Subscriptions made to all FuturesAccess Funds shall be aggregated for purposes of determining whether an Investor is eligible to invest in Class D or Class I Units.

Once an Investor is issued Class I or Class D Units, such Investor shall continue to be issued Class I or Class D Units (as applicable) irrespective of subsequent redemptions or Unit value depreciation; provided that, if an Investor withdraws entirely from FuturesAccess or a particular FuturesAccess Fund and subsequently reinvests, such Investor’s Class I and/or Class D Unit eligibility shall be determined from the date of such reinvestment as if such Investor had never previously participated in FuturesAccess or such FuturesAccess Fund.

Merrill Lynch officers and employees invest in Class I Units without regard to the $5,000,000 minimum “Program Investment” requirement.  Such exemption from the minimum FuturesAccess Investment requirement shall not be generally available to other Investors.

Certain Merrill Lynch clients may invest in Class I or a customized Class of Units on different terms than those described herein, depending on the type of Merrill Lynch Account held by such clients.  In addition, FuturesAccess Funds may from time to time offer to certain Merrill Lynch clients a customized Class of Units having different financial terms than those described herein or the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors.  Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in the FuturesAccess Funds depending on the type of Merrill Lynch Account held by such Investors or other reasons, and shall not be generally available to other Investors.

The amount of each Investor’s Capital Contribution shall be set forth in such Investor’s FuturesAccess Program Subscription and Exchange Agreement Signature Page.  A FuturesAccess Program Subscription and Exchange Agreement (including the FuturesAccess Program Subscription and Exchange Agreement Signature Page) must be completed and accepted by the Sponsor prior to an Investor’s initial Capital Contribution if such Investor is not already an investor in FuturesAccess.  The Sponsor may require a new Program Subscription and Exchange Agreement Signature Page each time an existing Investor makes an additional Capital Contribution or exchange.

The aggregate of all Capital Contributions shall be available to this FuturesAccess Fund to carry out its objectives and purposes.

No Investor shall be obligated to make any additional Capital Contributions, except as provided in Section 2.08.

No provision of this Agreement shall be construed as guaranteeing the return, by any Sponsor Party or this FuturesAccess Fund, of all or any part of the Capital Contribution(s) of any Investor.

SECTION 2.02.  OPENING CAPITAL ACCOUNTS.

(a)There shall be established for each Unit of each Class on the books of this FuturesAccess Fund, as of the first day of each Accounting Period, an opening capital account (“Opening Capital Account”) which, for the Accounting Period as of the beginning of which such Unit is issued, shall be the Capital Contribution made in respect of such Unit and which, for each Accounting Period thereafter, shall be an amount equal to the closing capital account (“Closing Capital Account”) (determined as set forth in Section 2.06) attributable to such Unit for the immediately preceding Accounting Period.

(b)The Sponsor may, but shall not be required to, make Capital Contributions to this FuturesAccess Fund from time to time as new Units are issued, which shall be accounted for on a Unit-equivalent basis and shall participate in the profits and losses of the Units on the same basis as the Capital Accounts of the Class D Units.

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(c)For all purposes of this Agreement, references to Units shall be deemed to include the Sponsor’s Capital Account on a Unit-equivalent basis (unless the context otherwise requires or the reference is made explicit for greater certainty).

SECTION 2.03.  FINANCIAL ALLOCATIONS AMONG THE UNITS.  The net profits and losses are allocated to each Class as provided in Section 2.06 and shall be allocated equally among the Units of such Class.  All Units of the same Class shall have the same Net Asset Value.

SECTION 2.04.  NET ASSET VALUE.  For the purposes of this Agreement, unless the context otherwise requires, “Net Assets” and “Net Asset Value” shall mean assets less liabilities.  For purposes of determining Opening Capital Accounts, Net Asset Value shall be determined as of the beginning of, and for purposes of determining Closing Capital Accounts, Net Asset Value will be determined as of the close of, business on the relevant valuation date.

(a)The assets of this FuturesAccess Fund shall include:

(i)all cash on hand or on deposit in bank or other interest-bearing accounts, including any interest accrued thereon;

(ii)any accrued gains on open positions which have not been settled by crediting this FuturesAccess Fund’s account, as valued pursuant to Section 2.10;

(iii)all bills, demand notes and accounts receivable;

(iv)all securities (including, without limitation, money-market funds, Treasury bills and other short-term, interest-bearing instruments), commodity interests, currency interests, swap agreements and all other instruments owned or contracted for by this FuturesAccess Fund;

(v)all interest accrued on any interest-bearing securities owned by this FuturesAccess Fund except to the extent that the same is included or reflected in the valuation of such securities; and

(vi)all other assets of every kind and nature, including prepaid expenses.

(b)The liabilities of this FuturesAccess Fund shall be deemed to include the following (provided, however, that in determining the amount of such liabilities, this FuturesAccess Fund may calculate expenses of a regular or recurring nature for any given period on an estimated basis in advance, and may accrue the same in such manner as the Sponsor may deem appropriate over such period):

(i)any accrued losses on open positions which have not been settled by debiting this FuturesAccess Fund’s account, as valued pursuant to Section 2.10;

(ii)all bills and accounts payable;

(iii)all expenses accrued, reimbursable or payable; and

(iv)all other liabilities, present or future, including such reserves as the Sponsor may (as contemplated by Section 2.04(g)) deem advisable.

(c)The management fees payable to the Trading Advisor (“Management Fees”), the performance fees payable to the Trading Advisor (“Performance Fees”) and the “Sponsor’s Fees” (as defined in Section 2.05(a)) shall be determined, and Units’ Capital Accounts correspondingly reduced, after the allocation of the other components of Net Asset Value, as described above; provided that interest income may or may not be included in Net Asset Value for purposes of calculating the Performance Fees as agreed upon between the Sponsor and the Trading Advisor.

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(d)Operating expenses shall be allocated among the Units pro rata based on their respective Net Asset Values as of the beginning of the month.

(e)Extraordinary costs, if any, shall be allocated as incurred in such manner as the Sponsor may deem to be fair and equitable.

(f)Organizational and initial offering costs shall be deducted from Net Asset Value in installments as of the end of each of the first 60 calendar months after the initial issuance of the Units, as contemplated by Section 2.05(b) (for financial and performance reporting purposes, all such costs must be deducted from Net Asset Value as of the date of such initial issuance).

(g)All Investors, by becoming party to this Agreement, hereby agree and consent to the Sponsor’s authority to establish whatever reserves the Sponsor may determine to be appropriate in order to cover losses, contingencies, liabilities, uncertain valuations and other factors.  Any such reserves shall, unless the Sponsor determines that such reserves are properly attributable to certain but less than all outstanding Units, reduce the Net Asset Value of the Units of each Class pro rata based on their respective Net Asset Values, after reduction for accrued Sponsor’s Fees, operating expenses and extraordinary expenses until such time, if any, as such reserves are reversed.  Reserves, when reversed, shall be similarly allocated among the Units then outstanding pro rata based on their respective Net Asset Value (irrespective of whether such Units were outstanding when the reserves were established).

(h)The Sponsor may suspend the calculation of Net Asset Value during any period for which the Sponsor is unable to value a material portion of this FuturesAccess Fund’s positions.  The Sponsor will give notice of any such suspension to all Investors.

SECTION 2.05.  SPONSOR’S FEES; MANAGEMENT AND PERFORMANCE FEES; TRANSACTION COSTS; OPERATING EXPENSES.

(a)The Sponsor shall receive monthly sponsor’s fees (“Sponsor’s Fees”), payable in arrears of 1/12 of 1.50%, 2.50%, 0% and 1.10%, respectively, of the aggregate Net Asset Value of the Class A, Class C, Class D and Class I Units, in each case as of the close of business (as determined by the Sponsor) on the last business day of each calendar month (Net Asset Value for purposes of calculating the Sponsor’s Fees shall not be reduced by the accrued Sponsor’s Fees being calculated).  The Sponsor’s Fees shall be accrued monthly.  The Sponsor may waive or reduce Sponsor’s Fees for certain Investors without entitling any other Investor to any such waiver or reduction.  No Sponsor’s Fees shall be charged to Class DS Units or to Class DT Units, unless otherwise determined by the Sponsor.

(b)As contemplated by Section 2.04(f), this FuturesAccess Fund shall reimburse the Sponsor for the organizational and initial offering costs incurred by this FuturesAccess Fund in respect of the initial offering of the Units (of all Classes combined) in installments as of the end of each of the first 60 calendar months of this FuturesAccess Fund’s operation, beginning with the end of the first calendar month after the initial issuance of the Units.  This FuturesAccess Fund shall expense such costs over the same 60-month schedule.  If this FuturesAccess Fund dissolves prior to the end of such 60 calendar-month period, any remaining reimbursement obligation with respect to organizational and initial offering costs shall be eliminated.

(c)The Sponsor’s Fees, as well as operating expenses due to the Sponsor (including:  organizational and initial offering costs; ongoing offering costs; administrative, custody, transfer, subscription and redemption processing, legal, regulatory, filing, tax, audit, escrow, accounting and printing costs; and extraordinary expenses), shall be debited by the Sponsor directly from this FuturesAccess Fund’s account and paid to the Sponsor, where appropriate, as if to a third party, not credited to the Sponsor’s Capital Account.

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(d)This FuturesAccess Fund shall pay all transaction costs (including futures brokerage commissions and bid-ask spreads as well as interest on foreign currency borrowings), as well as all Management and Performance Fees, as incurred.

(e)The Sponsor’s Fees, but not reimbursement payments for organizational and initial offering costs, shall be appropriately pro rated in the case of partial calendar months.

(f)This FuturesAccess Fund shall pay all expenses, including administrative and ongoing offering costs, as well as any extraordinary expenses, incurred in its operations (including the expenses of any services provided by the Sponsor, other than in its capacity as Sponsor, or its affiliates); provided, that this FuturesAccess Fund shall not pay any allocable Sponsor overhead.

(g)The Sponsor retains outside service providers to supply tax reporting, custody and accounting services to FuturesAccess.  This FuturesAccess Fund’s operating costs will include its allocable share of the fees and expenses of such service providers, as well as the fees and expenses of any Merrill Lynch entity which may provide such (or other) services in the future.

(h)The Capital Account of the Sponsor (if any) shall not be subject to Sponsor’s Fees.

SECTION 2.06.  ALLOCATION OF PROFITS AND LOSSES FOR FINANCIAL PURPOSES.  As of the end of each Accounting Period and before giving effect to any redemptions then being made, the Closing Capital Account of each Class shall be determined by adjusting the Opening Capital Account of each such Class as of the beginning of such Accounting Period in the following manner:

(a)Any increase or decrease in the Net Asset Value of this FuturesAccess Fund, after the deduction of all transaction costs and operating expenses, but prior to accrual of the Management, Performance and Sponsor’s Fees, during such Accounting Period shall be credited pro rata, without any order or priority, among:  (i) each Class of Units; and (ii) the Sponsor’s Capital Account, if any, based in each case on the aggregate Opening Capital Accounts attributable to each such Class of Units and the Sponsor’s Capital Account; provided that any amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be allocated to the Capital Account of the Sponsor.  Extraordinary expenses shall be allocated as the Sponsor may determine.

(b)If the Closing Capital Account per Unit of any Class is reduced to zero, any further decrease in the Net Asset Value per Unit shall be allocated to the Sponsor’s Capital Account, if any.

(c)The Management Fee, Performance Fee and Sponsor’s Fee shall be debited from each Class, in each case after the Section 2.06(a) and (b) allocations are made.

(d)The Net Assets of each Class shall be divided equally among all Units of such Class.

SECTION 2.07.  ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES.

(a)A Tax Account shall be established for each Unit of each Class.  The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions.

(b)For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority:

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(i)Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued.

(ii)Gains will be allocated FIRST, to Investors who have redeemed Units during such year (including as of December 31), to the extent of the positive difference (if any) between the amounts received or receivable upon redemption and the respective Tax Account balances of the redeemed Units.  SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units.  THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units.

(iii)Losses shall be allocated FIRST, to Investors who have redeemed Units during such year (including as of December 31), to the extent of the negative difference (if any) between the amounts received or receivable upon redemption and the respective Tax Account balances of the redeemed Units.  SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units.  THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units.

(iv)In the case of each of the FIRST and SECOND allocation levels set forth in Sections 2.07(b)(ii) and (iii), if there is insufficient gain or loss to make the complete allocation required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible.

(v)Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units.

(vi)Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor.

(c)The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06.  Furthermore, to the extent that this FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate.

(d)In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above.  The tax items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable.

(e)Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may nevertheless make such allocations of items of ordinary income and gain, ordinary deduction and loss and any items required to be separately stated by

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Section 702(a) of the Code as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the tax items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above.

(f)This FuturesAccess Fund may, to the extent practicable, allocate tax items on a gross rather than a net basis.

(g)Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit’s Capital Account or share of net profits, net losses or distributions.

(h)The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.”

(i)The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704 of the Code and the regulations thereunder.

(j)In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

SECTION 2.08.  CHARGEBACKS TO CURRENT OR FORMER INVESTORS.  Each Investor, by subscribing for Units, agrees to repay, despite the fact that such Investor no longer remains an Investor, to this FuturesAccess Fund any amount (including interest at the rate set by the Sponsor in good faith from the date of any payment of redemption or distribution proceeds to such Investor by this FuturesAccess Fund) which the Sponsor may reasonably determine to be due to this FuturesAccess Fund from such Investor as a result, for example, of any claims arising (prior or subsequent to such Investor’s withdrawal from this FuturesAccess Fund) relating to events or circumstances (whether known or unknown at the time of such Investor’s withdrawal) in existence while such Investor was an Investor or, subject to the following paragraph, in the event that the Net Asset Value per Unit (of any Class) at which such Investor was permitted to redeem is later determined to have been overstated or otherwise miscalculated due to circumstances (whether known or unknown at the time of such Investor’s redemption) in existence as of the date of redemption.  In no event shall any provision of this Section 2.08 require an Investor to repay to this FuturesAccess Fund any amounts in excess of the redemption proceeds received by such Investor from, or the amounts distributed to such Investor by, this FuturesAccess Fund, plus interest thereon as provided above.

In the event that the Sponsor determines that an amount paid by this FuturesAccess Fund to a withdrawn or continuing Investor was less or more than the amount which such Investor was, in fact, entitled to receive, the Sponsor shall not (unless the Sponsor otherwise determines) attempt to make appropriate adjusting payments to, or formally request appropriate adjusting payments from, such withdrawn Investor or make retroactive adjustments to such continuing Investor’s Units in order to reflect such discrepancy, but rather shall reflect such adjustments in the Accounting Period in which they become known.

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SECTION 2.09.  PROCESSING OF SUBSCRIPTIONS.

(a)The Sponsor may admit new Investors to this FuturesAccess Fund at such times and upon such notice (if any) as the Sponsor may determine.  Investors’ Merrill Lynch Accounts will be debited on or about the issuance date of such Units, and the amount so debited, less any applicable sales commission, will be invested directly in this FuturesAccess Fund.  No interest will be payable in respect of any such subscriptions.

(b)To the extent required by Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, all subscriptions while held in escrow during the initial offering period pending release to this FuturesAccess Fund shall be held by a bank independent of the Sponsor, its affiliates, and their respective officers, employees, representatives and agents (each, a “Sponsor Party” and, collectively, the “Sponsor Parties”).

SECTION 2.10.  VALUATION OF ASSETS.  For all purposes of this Agreement, including, without limitation, the determination of the Net Asset Value per Unit of each Class, the assets of this FuturesAccess Fund shall be valued according to the following principles:

(a)Net Assets of this FuturesAccess Fund are its assets less its liabilities determined in accordance with generally accepted accounting principles and as described below.  Accrued Performance Fees (as described in the Disclosure Document) shall reduce Net Asset Value, even though such Performance Fees may never, in fact, be paid.

(b)For the avoidance of doubt, the Sponsor shall, in general, apply the following principles in valuing this FuturesAccess Fund’s assets:

(i)commodity interests and currency interests which are traded on a United States exchange shall be valued at their settlement on the date as of which the values are being determined;

(ii)commodity interests and currency interests not traded on a United States exchange shall be valued based upon policies established by the Sponsor, generally based on prices as reported by any reliable source selected by the Sponsor, consistently applied for each variety of interest;

(iii)swap agreements shall be valued in the good faith discretion of the Sponsor based on quotations received from dealers deemed appropriate by the Sponsor;

(iv)bank and other interest-bearing accounts, Treasury bills and other short-term, interest-bearing instruments shall be valued at cost plus accrued interest;

(v)securities which are traded on a national securities exchange shall be valued at their closing price on the date as of which their value is being determined on the national securities exchange on which such securities are principally traded or on a consolidated tape which includes such exchange, whichever shall be selected by the Sponsor, or, if there is no closing price on such date on such exchange or consolidated tape, at the prior day’s closing price;

(vi)securities not traded on a national securities exchange but traded over-the-counter shall be valued based on prices as reported by any reliable source selected by the Sponsor;

(vii)money-market funds shall be valued at their net asset value on the date as of which their value is being determined;

(viii)if on the date as of which any valuation is being made, the exchange or market herein designated for the valuation of any given assets is not open for business, the basis for valuing such assets shall be such value as the Sponsor may deem fair and reasonable;

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(ix)all other assets, including securities traded on foreign exchanges, and liabilities shall be valued in good faith by the Sponsor, including assets and liabilities for which there is no readily identifiable market value;

(x)the foregoing valuations may be modified by the Sponsor if and to the extent that it shall determine that modifications are advisable in order better to reflect the true value of any asset; and

(xi)the Sponsor may reduce the valuation of any asset (or of this FuturesAccess Fund) by reserves established, as contemplated by Section 2.04(g), to reflect losses, contingencies, liabilities, uncertain valuations or other factors, which the Sponsor determines reduce, or might reduce, the value of such asset (or of this FuturesAccess Fund as a whole in the case of reserves not specifically attributable to any particular asset).

All determinations of value by the Sponsor shall be final and conclusive as to all Investors, in the absence of manifest error, and the Sponsor shall be absolutely protected in relying upon valuations furnished to the Sponsor by third parties, provided that such reliance is in good faith.

The Sponsor may suspend the calculation of Net Asset Value during any period in which the Sponsor believes that it is reasonably impracticable to value a material portion of this FuturesAccess Fund’s assets.

SECTION 2.11.  USE OF ESTIMATES.  The Sponsor is authorized to make all Net Asset Value determinations (including, without limitation, for purposes of determining redemption payments and calculating Sponsor’s Fees) on the basis of estimated numbers.  The Sponsor shall not (unless the Sponsor otherwise determines) attempt to make any retroactive adjustments in order to reflect the differences between such estimated and the final numbers, but rather shall reflect such differences in the Accounting Period in which final numbers become available.  The Sponsor also shall not (unless the Sponsor otherwise determines) revise Sponsor’s Fee calculations to reflect differences between estimated and final numbers (including differences which have resulted in economic benefit to a Sponsor Party).

If, after payment of redemption proceeds, the Sponsor determines that adjustment to the Net Asset Value of the redeemed Units is necessary, the redeeming Investor (if the Net Asset Value is adjusted upwards) or the remaining Investors (if the Net Asset Value is adjusted downwards) will bear the risk of such adjustment.  The redeeming Investor will neither receive further distributions from, nor will it be required to reimburse, this FuturesAccess Fund in such circumstances.

SECTION 2.12.  ACCOUNTING PRACTICES.  All matters concerning FuturesAccess Fund accounting practices shall be determined by the Sponsor on a fair and equitable basis, and all such determinations shall be final and conclusive as to all Investors.  However, the Sponsor shall be under no obligation whatsoever to make any deviations from the allocations set forth in this Article II.

In reporting Net Asset Values to Investors and third parties on an interim basis, the Sponsor shall be entitled to accrue fees and payments due at the end of a period as if such fees or payments were due (on a pro rata basis, if appropriate) as of the end of an interim period within such period.

ARTICLE III
PARTICIPATION IN FUTURESACCESS FUND PROPERTY; REDEMPTIONS AND DISTRIBUTIONS

SECTION 3.01.  NO UNDIVIDED INTERESTS IN FUTURESACCESS FUND PROPERTY.  Each Unit shall represent an interest in this FuturesAccess Fund, not an undivided interest in any property of this FuturesAccess Fund.  The Units shall constitute personal property for all purposes.

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SECTION 3.02.  REDEMPTIONS OF UNITS; EXCHANGES.

(a)Timing and Amount of Redemptions.  Subject to this Section 3.02, an Investor shall be entitled to redeem as of the end of any calendar month all or part of such Investor’s Units, upon giving at least 10 days’ written or oral notice.  Investors who have Merrill Lynch customer securities accounts may give such notice by contacting their Merrill Lynch Financial Advisor, orally or in writing; Investors who no longer have a Merrill Lynch customer securities account must submit written notice of redemption, with the signature guaranteed by a United States bank or broker-dealer, to the Sponsor.

(b)No Redemption Fees.  This FuturesAccess Fund shall not charge a redemption fee.

(c)Payment of Redemptions.  The Sponsor shall cause this FuturesAccess Fund to distribute to redeeming Investors the estimated Net Asset Value of the Units redeemed by them, generally approximately 10 business days after the effective date of redemption, although there can be no assurance of the timing of such payment.

Units which have been redeemed, but the proceeds of which have not yet been paid, shall nevertheless be deemed to have ceased to be outstanding from the effective date of redemption for all other purposes hereunder.

No interest shall be paid to Investors on redemption proceeds held pending distribution.  This FuturesAccess Fund shall retain any such interest.

(d)Suspension of Redemptions.  In the event that this FuturesAccess Fund suspends the calculation of Net Asset Value, the Sponsor shall, upon written notice to all affected Investors, suspend any or all redemption requests (as well as any request to exchange Units for units of other funds included in FuturesAccess).  Any unsatisfied redemption requests shall be suspended until such time as this FuturesAccess Fund is able to determine Net Asset Value.  All Units subject to suspended redemption requests shall continue to be treated as outstanding for all purposes hereunder, as if no redemption requests relating thereto had been submitted, until the effective date of their suspended redemption.  During any period in which this FuturesAccess Fund is suspending redemptions, Investors will not be able to exchange Units for units of other FuturesAccess Funds.  The Sponsor shall suspend redemptions during any period when the calculation of Net Asset Value has been suspended.

If the Sponsor determines that a portion, but not all, of pending redemption requests can be processed in due course, the requests of all Investors submitting timely redemption requests with respect to any given redemption date shall be satisfied pro rata (based on the aggregate Net Asset Value of the Units requested to be redeemed by all Investors) from such funds as the Sponsor determines are available for distribution.

In addition to the foregoing provisions of this Section 3.02(d), the Sponsor may delay or suspend both the payment of redemption proceeds and the effective date of redemptions if the Sponsor determines that not doing so would have adverse consequences for the non-redeeming Investors.

(e)Exchanges.  Investors may generally exchange Units for Units in other FuturesAccess Funds as described in the FuturesAccess Program Subscription and Exchange Agreement and Signature Pages thereto, as supplemented and amended from time to time.  Any circumstance leading to a delay or suspension of either redemption dates or the receipt of the proceeds of redemptions from this FuturesAccess Fund shall have a corresponding effect on Investors’ exercise of their Exchange Privileges relating to this FuturesAccess Fund.

SECTION 3.03.  WITHDRAWALS OF CAPITAL BY THE SPONSOR.

(a)The Sponsor may withdraw capital from its Capital Account(s), if any, without notice to the Investors.

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(b)To the extent Merrill Lynch has provided any “seed” capital to this FuturesAccess Fund, Merrill Lynch will redeem $50,000 of its Units (by aggregate Net Asset Value) for each $50,000 in net client investments (i.e., subscriptions minus client redemptions and exchanges) received by this FuturesAccess Fund after it begins operation.  Notwithstanding the foregoing, Merrill Lynch may vary the foregoing redemption schedule upon advance agreement with the Trading Advisor (e.g., Merrill Lynch may agree not to begin withdrawing all or a portion of its initial seed capital for a specified period of time) and may withdraw seed capital at different times and on different terms than are available to Investors.

SECTION 3.04.  MANDATORY REDEMPTIONS.

(a)The Sponsor may mandatorily redeem part or all of the Units held by a particular Investor if the Sponsor determines that (i) such Investor’s continued holding of Units could result in adverse consequences to this FuturesAccess Fund, (ii) such Investor has a history of excessive exchanges between different FuturesAccess Funds and/or HedgeAccess Funds that is contrary to the purpose and/or efficient management of the Programs, (iii) such Investor’s investment in the Units, or aggregate investment in FuturesAccess, is below the minimum level established by the Sponsor (including any increase in such minimum level that the Sponsor may implement in the future), or (iv) for any other reason.

(b)The Sponsor will mandatorily redeem all of a FuturesAccess Fund’s outstanding Units in the event that the Sponsor concludes that it is no longer advisable to place client capital with the Trading Advisor or if the amount of assets invested in this FuturesAccess Fund declines to a level that the Sponsor believes makes the continued operation of such FuturesAccess Fund impracticable or uneconomical.

(c)Units mandatorily redeemed shall be redeemed as of the specified month-end without any further action on the part of the affected Investor, and the provisions of Sections 3.02 and 3.07 shall apply.  In the event that the Sponsor mandatorily redeems any of an Investor’s Units, such Investor shall have the option to redeem all of such Investor’s Units as of the date fixed for redemption.

SECTION 3.05.  MANDATORY REDEMPTIONS TO PAY TAXES.  In the event that this FuturesAccess Fund is required to pay or withhold state, local or other taxes with respect to a particular Investor or Investors, this FuturesAccess Fund may redeem an appropriate number of such Investor’s or Investors’ Units as of the end of the Accounting Period immediately following such payment in order to reimburse this FuturesAccess Fund for the amount of such payment, together with interest on the amounts so paid at the 91-day Treasury bill rate as in effect as of the beginning of each calendar month, starting with the calendar month in which such payment is made, through the end of such Accounting Period.

SECTION 3.06.  DISTRIBUTIONS.  Distributions by this FuturesAccess Fund to Investors shall be made in the sole discretion of the Sponsor.  No distributions are required.

SECTION 3.07.  FORM OF DISTRIBUTION AND REDEMPTION PAYMENTS.  No Investor shall have the right to demand or receive any property other than cash upon redemption.  Distributions or payouts made to Investors may be made in cash or in-kind, provided that such in-kind distribution or payout is not materially adverse to the Interests of the Investors.

SECTION 3.08.  REMOVAL OF THE SPONSOR.  Upon at least 60 days written notice to the Sponsor and all Investors in this FuturesAccess Fund, the Sponsor may be required to withdraw as manager of this FuturesAccess Fund by a vote of Investors owning not less than 50% of the Units of this FuturesAccess Fund.  Any such removal shall be effective as of the end of the calendar quarter in which such vote occurs.

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ARTICLE IV
WITHDRAWAL OF THE SPONSOR AND INVESTORS

SECTION 4.01.  WITHDRAWAL OF THE SPONSOR.

(a)The Sponsor may withdraw from this FuturesAccess Fund at any time, without any breach of this Agreement, upon 90 calendar days’ written notice to the Investors.  Withdrawal of the Sponsor shall not dissolve this FuturesAccess Fund if at the time there is at least one other manager remaining; however, all Investors shall be entitled to redeem their Units, in total and not in part, as of the effective date of any such withdrawal by the Sponsor, unless an entity affiliated with the Sponsor remains as a manager of this FuturesAccess Fund.  Nothing in this Section 4.01(a) shall, however, restrict the Sponsor from assigning and delegating its rights and obligations under this Agreement to an affiliate of the Sponsor upon notice (which need not be prior notice) to the Investors or in connection with the sale of all or a material portion of the Sponsor’s equity or assets.

(b)Withdrawal of the last remaining manager shall dissolve this FuturesAccess Fund.

SECTION 4.02.  WITHDRAWAL OF AN INVESTOR.  An Investor shall withdraw from this FuturesAccess Fund upon redemption of all of such Investor’s outstanding Units.  Withdrawal of an Investor shall not be a cause for dissolution of this FuturesAccess Fund.

SECTION 4.03.  STATUS AFTER WITHDRAWAL.  Except to the extent provided in Section 2.08 or Section 7.02, each Investor upon redemption of the last of such Investor’s Units shall cease to have any rights under this Agreement.

ARTICLE V
MANAGEMENT

SECTION 5.01.  AUTHORITY OF THE SPONSOR.

(a)The management and operation of this FuturesAccess Fund and the determination of its policies shall be vested exclusively in the Sponsor.  The Sponsor shall have the authority and power on behalf and in the name of this FuturesAccess Fund to: carry out any and all of the objectives and purposes of this FuturesAccess Fund set forth in Section 1.01; make, execute, sign and file a Certificate of Formation of this FuturesAccess Fund, any amendments thereto authorized herein, any amendments to this Agreement authorized herein, and all such other instruments, documents and certificates, which may, from time to time, be required by, or deemed advisable by the Sponsor under, the laws of the United States of America, the State of Delaware, the State of New Jersey, the State of New York or any other state or political subdivision in which the Sponsor shall determine that this FuturesAccess Fund shall do business, to effectuate, implement and continue the valid existence of this FuturesAccess Fund; and perform all acts and enter into, execute and perform all contracts and other undertakings which the Sponsor may deem necessary or advisable in connection with such objectives and purposes or incidental thereto; provided, that the Trading Advisor shall at all times have discretionary authority over the trading and investing of this FuturesAccess Fund.  All actions and determinations to be made by the Sponsor hereunder shall, unless otherwise expressly provided, be made in the Sponsor’s sole and absolute discretion.

(b)The Sponsor is specifically authorized to manage this FuturesAccess Fund’s cash flow and pay costs by bank or other borrowings.

SECTION 5.02.  SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS.  The Sponsor is hereby authorized and empowered to carry out and implement any and all of the objectives and purposes of this FuturesAccess Fund, including and without limiting the generality of the foregoing:

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(a)to place capital under the management of, and withdraw capital from, the discretionary control of the Trading Advisor; provided, that this FuturesAccess Fund shall not retain any other Trading Advisor (although the Sponsor may dissolve this FuturesAccess Fund at any time).

(b)to engage attorneys, accountants, agents and other persons as the Sponsor may deem necessary or advisable;

(c)to open, maintain and close accounts, including margin, discretionary and cash management accounts, with brokers, dealers, counterparties or other persons (in each case, including affiliates of the Sponsor) and to pay the customary fees and charges applicable to transactions in, or the maintenance of, all such accounts;

(d)to invest in money-market funds (including funds sponsored by affiliates of the Sponsor), Treasury bills or other short-term, interest-bearing instruments;

(e)to open, maintain and close bank and other interest-bearing and non-interest-bearing accounts; and

(f)to enter into, make, execute and perform such contracts, agreements and other undertakings as the Sponsor may deem necessary, advisable or incidental to the conduct of the business of this FuturesAccess Fund.

SECTION 5.03.  ACTIVITIES OF THE SPONSOR PARTIES.

(a)The respective Sponsor Parties will not devote their full business time, or any material portion of their business time, to this FuturesAccess Fund, as each is involved in the management of numerous other client and proprietary accounts.  However, the Sponsor hereby agrees to devote to the objectives and purposes of this FuturesAccess Fund such amount of the business time of its officers and employees as the Sponsor shall deem necessary for the management of the affairs of this FuturesAccess Fund; provided, however, that nothing contained in this Section 5.03(a) shall preclude any Sponsor Party from acting as a director, stockholder, officer or employee of any corporation, a trustee of any trust, a partner of any partnership, a manager or member of any other limited liability company or an administrative official of any other business or governmental entity, or from receiving compensation for services rendered thereto, from participating in profits derived from investments in any such entity or from investing in any securities or other property for such person’s own account.

(b)As contemplated by Section 2.05(g), the Sponsor retains outside service providers to supply certain services to FuturesAccess, including, but not limited to: tax reporting; custody; accounting; and escrow services to FuturesAccess.  Operating costs include this FuturesAccess Fund’s allocable share of the fees and expenses of such (or other) service providers, as well as the fees and expenses of any Sponsor Party which may provide such (or other) services in the future.

SECTION 5.04.  SERVICES TO THIS FUTURESACCESS FUND.  Any Sponsor Party may perform administrative services for this FuturesAccess Fund, without such Sponsor Party waiving its fees for such services.

SECTION 5.05.  INTERESTED PARTIES.  The fact that a Sponsor Party or an Investor is directly or indirectly interested in or connected with this FuturesAccess Fund or a related party with which or with whom this FuturesAccess Fund has dealings, including but not limited to the Sponsor’s sharing in the Management Fees paid and Performance Fees paid by this FuturesAccess Fund to the Trading Advisor (such sharing to be effected either by the Trading Advisor’s making a direct payment to the Sponsor or by the Trading Advisor’s making payments to this FuturesAccess Fund which are specially allocated solely to the Sponsor, distributed to the Sponsor pursuant to a non-pro rata distribution or paid by this FuturesAccess Fund to the Sponsor as a third party (rather than in its capacity as a member)), the receipt or rebate of other advisory and/or management fees, brokerage commissions, “bid-ask” spreads, mark-ups or other expenses, shall

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not preclude such dealings or make them void or voidable; and neither this FuturesAccess Fund nor any of the Investors shall have any rights in or to any such dealings or in or to any profits derived therefrom.

SECTION 5.06.  EXCULPATION.  The Sponsor Parties shall not be liable to this FuturesAccess Fund or any Investor for any claims, costs, expenses, damages or losses arising out of or in connection with this Agreement, the Sponsor acting as manager of this FuturesAccess Fund, this FuturesAccess Fund in general or the offering of the Units, for any conduct undertaken or omitted in good faith, and in the belief that such conduct or omission was in, or not opposed to, the best interests of this FuturesAccess Fund; provided, that such conduct or omission did not constitute gross negligence or intentional misconduct on the part of such Sponsor Party.

No Sponsor Party shall be liable to this FuturesAccess Fund or any Investor for failure to obtain for this FuturesAccess Fund, or to require this FuturesAccess Fund to obtain, the lowest negotiated brokerage commission rates, or to combine or arrange trading orders so as to obtain the lowest brokerage commission rates with respect to any transaction on behalf of this FuturesAccess Fund, or for the failure to recapture, directly or indirectly, any brokerage commissions for the benefit of this FuturesAccess Fund.

No Sponsor Party shall be liable to this FuturesAccess Fund or any Investor for claims, costs, expenses, damages or losses due to circumstances beyond any Sponsor Party’s control, or due to the negligence, dishonesty, bad faith or misfeasance of any third party chosen by a Sponsor Party in good faith.

In no respect by way of limiting the foregoing exculpatory provisions but rather by way of greater certainty, no Sponsor Party shall be liable to this FuturesAccess Fund or any Investor for any actions or omissions of:  (i) the Trading Advisor; (ii) any broker, dealer or counterparty unaffiliated with Merrill Lynch chosen by a Sponsor Party in good faith; or (iii) any broker, dealer or counterparty chosen by the Trading Advisor.

Affiliates of the Sponsor will provide this FuturesAccess Fund with futures brokerage, forward dealing and other counterparty and dealer services, and shall receive compensation in connection therewith.

SECTION 5.07.  INDEMNIFICATION.  This FuturesAccess Fund shall indemnify and hold harmless the Sponsor Parties from and against any claims, costs, expenses, damages or losses (including, without limitation, from and against any judgment, settlement, attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding) suffered or sustained by any of them by reason of the fact that a Sponsor Party is or was connected in any respect with this FuturesAccess Fund; provided, that the conduct or omission which led to such claim, cost, expense, damage or loss met the standard of exculpation set forth in Section 5.06 above.

This FuturesAccess Fund shall advance payments asserted by a Sponsor Party to be due under the preceding paragraph pending a final determination of whether such indemnification is, in fact, due; provided, that such Sponsor Party agrees in writing to return any amounts so advanced (without interest) in the event such indemnification is finally determined not to be due.

Whether or not a Sponsor Party is entitled to indemnification hereunder shall be determined by the judgment of independent counsel as to whether such Sponsor Party has reasonable grounds for asserting that indemnification is so due, unless otherwise determined by a court, arbitral tribunal or administrative forum.

In the event this FuturesAccess Fund is made a party to any claim, dispute or litigation, or otherwise incurs any loss or expense, as a result of or in connection with any Investor’s activities, obligations or liabilities unrelated to this FuturesAccess Fund’s business, such Investor shall indemnify and reimburse this FuturesAccess Fund for all loss and expense incurred, including attorneys’ fees.

SECTION 5.08.  INVESTORS’ TRANSACTIONS.  Nothing in this Agreement is intended to prohibit any Investor from buying, selling or otherwise transacting in securities, commodity interests, currency interests, swap agreements or other instruments for such Investor’s own account, including commodity interests, currency interests, swap agreements, securities or other instruments which are the same as those held by this FuturesAccess Fund.

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SECTION 5.09.  RELIANCE BY THIRD PARTIES.  In dealing with the Sponsor acting on behalf of this FuturesAccess Fund, no person shall be required to inquire into the authority of the Sponsor to bind this FuturesAccess Fund.  Persons dealing with this FuturesAccess Fund shall also be entitled to rely on a certification by the Sponsor with regard to the authority of other persons to act on behalf of this FuturesAccess Fund in any matter.

SECTION 5.10.  REGISTRATION OF ASSETS.  Any assets owned by this FuturesAccess Fund may be registered in this FuturesAccess Fund’s name, in the name of a nominee or in “street name.”

SECTION 5.11.  LIMITATION ON AUTHORITY OF THE SPONSOR.  The Sponsor shall not have the authority without the consent of Investors holding more than 50% of the outstanding Units (by Net Asset Value) then held by Investors to:

(a)do any act in contravention of this Agreement (other than pursuant to the Sponsor’s authority to unilaterally amend this Agreement, as provided in Section 10.03);

(b)confess a judgment against this FuturesAccess Fund; or

(c)possess FuturesAccess Fund property or assign rights to specific FuturesAccess Fund property for other than a FuturesAccess Fund purpose.

ARTICLE VI
ADMISSION OF INVESTORS

SECTION 6.01.  PROCEDURE AS TO NEW INVESTORS.  The Sponsor may, as of the beginning of any calendar month (or as of such other times as the Sponsor may deem appropriate), admit one or more new Investors by issuing to such Investor(s) Units of the appropriate Class.  Each new Investor to FuturesAccess shall execute and deliver an appropriate FuturesAccess Program Subscription and Exchange Agreement, and the Sponsor may require that each additional Capital Contribution (whether a new subscription or an exchange) be accompanied by a new FuturesAccess Program Subscription and Exchange Agreement Signature Page.  This FuturesAccess Fund may charge an Investor such amount as may be deemed appropriate by the Sponsor to compensate this FuturesAccess Fund in the case of any Capital Contribution received by this FuturesAccess Fund after the day as of which the new Investor making such Capital Contribution is admitted to this FuturesAccess Fund and such Investor’s Units are deemed to have been issued.

Admission of a new Investor shall not result in a dissolution of this FuturesAccess Fund.

SECTION 6.02.  PROCEDURE AS TO NEW MANAGERS.  One or more additional managers may be admitted to this FuturesAccess Fund by the Sponsor, without the consent of any Investor, if, but only if, the additional manager or managers are affiliates of the Sponsor or successors to all or a material portion of the Sponsor’s equity or assets.  The Sponsor shall promptly notify the Investors of the admission of any such affiliated manager or managers (such notice need not, however, be prior notice).  No manager or managers which is not or are not affiliated with the Sponsor may be admitted to this FuturesAccess Fund without the consent of Investors holding more than 50% of the outstanding Units (by Net Asset Value) then held by Investors; provided, that the foregoing restriction shall not apply in the case of a sale of all or a material portion of the Sponsor’s equity or assets.

ARTICLE VII
BOOKS OF ACCOUNT; AUDITS; REPORTS TO INVESTORS

SECTION 7.01.  BOOKS OF ACCOUNT.  The books of account of this FuturesAccess Fund shall be maintained in accordance with generally accepted accounting principles under the accrual basis of accounting by or under the supervision of the Sponsor and shall be open to inspection by any Investor or such Investor’s representative during regular business hours; provided, however, that such books and records shall only be available for inspection pursuant to a valid, non-commercial purpose related to an Investor’s status as an Investor.  This FuturesAccess Fund’s books of

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account shall not, however, for such purpose include any record of the particular transactions entered into by this FuturesAccess Fund.

SECTION 7.02.  ANNUAL AUDIT.  The accounts of this FuturesAccess Fund shall be audited as of the close of each fiscal year by an independent public accounting firm (the “Accountant”) selected by the Sponsor and in accordance with the applicable Commodity Futures Trading Commission regulations.

The Sponsor or its agents shall cause to be prepared and mailed to each Investor, including Investors who have redeemed all of their Units and withdrawn but who were Investors at any time during a fiscal year, audited financial statements and a report prepared by the Accountant, setting forth as of the end of such fiscal year:

(a)the assets and liabilities of this FuturesAccess Fund;

(b)the net capital appreciation or depreciation of this FuturesAccess Fund for such fiscal year;

(c)the Net Asset Value of this FuturesAccess Fund as of the end of such fiscal year; and

(d)the Net Asset Value per Unit of each Class as of the end of such fiscal year.

The Sponsor shall not be required to provide Investors with an annual audit in respect of any given year by any particular date in the following year, nor shall the Net Asset Value of the Units be audited as of any date other than the end of a fiscal year.

The Sponsor or its agents shall cause each Investor, including former Investors who were Investors at any time during such fiscal year, to be furnished with all information relating to this FuturesAccess Fund necessary to enable such Investor to prepare such Investor’s federal income tax return; provided, that all Investors acknowledge and agree that such information may initially be provided in the form of estimates pending completion of this FuturesAccess Fund’s audit for such fiscal year, and that Investors may be required to obtain extensions of the date by which their federal and state income tax returns must be filed.  The Sponsor will have no liability to any Investor as a result of such Investor being required to obtain any such extensions.

SECTION 7.03.  INTERIM REPORTS.  From time to time, but no less frequently than monthly, the Sponsor shall cause to be prepared and delivered (at the expense of this FuturesAccess Fund), to each Investor interim reports indicating this FuturesAccess Fund’s estimated results of operations and presenting such other matters concerning this FuturesAccess Fund’s operations as the Sponsor may deem appropriate as well as those required by the applicable Commodity Futures Trading Commission regulations.  The estimated performance of this FuturesAccess Fund will be available upon request to the Sponsor by any Investor.

ARTICLE VIII
CONFLICTS OF INTEREST

SECTION 8.01.  INVESTORS’ CONSENT.  Each Investor, by subscribing for Units, gives full and informed consent to the conflicts of interest to which the Sponsor Parties are subject in their operation of this FuturesAccess Fund, as disclosed in the Disclosure Document and as contemplated herein (including without limitation Merrill Lynch acting as exclusive clearing broker and principal forward contract and swap dealer at rates and dealer spreads which have not been negotiated at arm’s-length as well as the Sponsor sharing in the Management and Performance Fees paid to the Trading Advisor by this FuturesAccess Fund) and covenants not to object to or bring any proceedings against any Sponsor Party relating to any such conflict of interest; provided, that such Sponsor Party complies with the standard of exculpation set forth in Section 5.06.

The Sponsor is hereby specifically authorized by all Investors to cause this FuturesAccess Fund to use Merrill Lynch as this FuturesAccess Fund’s exclusive clearing broker and primary forward contract and swap counterparty, and all

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Investors acknowledge and agree that the brokerage rates and dealer spreads charged by Merrill Lynch to this FuturesAccess Fund are higher than those charged to other Merrill Lynch clients; in addition, Merrill Lynch will retain significant additional economic benefit from possession of this FuturesAccess Fund’s assets.

ARTICLE IX
DISSOLUTION AND WINDING UP OF THIS FUTURESACCESS FUND

SECTION 9.01.  EVENTS OF DISSOLUTION.  This FuturesAccess Fund will be dissolved, the affairs of this FuturesAccess Fund will be wound up and this FuturesAccess Fund will be liquidated upon the occurrence of any of the following events:

(a)bankruptcy, dissolution, withdrawal or other termination of the last remaining manager of this FuturesAccess Fund;

(b)any event which would make unlawful the continued existence of this FuturesAccess Fund;

(c)withdrawal of the Sponsor unless at such time there is at least one remaining manager; or

(d)the determination by the Sponsor to liquidate this FuturesAccess Fund and wind up its affairs.

Nothing in this Section 9.01 shall impair the right of Investors holding more than 50% of the outstanding Units then held by Investors to vote within 90 calendar days of any of the foregoing events of dissolution to continue this FuturesAccess Fund on the terms set forth herein (if it is lawful to do so), and to appoint one or more managers for this FuturesAccess Fund.

SECTION 9.02.  DISSOLUTION.  Upon the dissolution of this FuturesAccess Fund, the Sponsor (or, if the Sponsor has withdrawn, such other liquidator as the Investors may, by vote of more than 50% of the outstanding Units, by Net Asset Value, then held by Investors, select) shall wind up this FuturesAccess Fund’s affairs and, in connection therewith, shall distribute this FuturesAccess Fund’s assets in the following manner and order:

(a)FIRST, to the payment and discharge of all claims of creditors of this FuturesAccess Fund (including creditors who are Investors);

(b)SECOND, to the establishment of such reserves as the Sponsor (or such other liquidator) may consider reasonably necessary or appropriate for any losses, contingencies, liabilities or other matters of or relating to this FuturesAccess Fund; provided, however, that if and when the Sponsor (or such other liquidator) determines that the causes for such reserves have ceased to exist, the monies, if any, then held in reserve shall be distributed in the manner hereinafter provided; and

(c)THIRD, after making all final allocations contemplated by Article II (and for such purposes treating the date of dissolution as if it were a December 31), to the distribution in cash of the remaining assets of this FuturesAccess Fund among the Investors in accordance with the positive balance in each such Investor’s Closing Capital Account as of the last day of the Accounting Period in which this FuturesAccess Fund’s dissolution occurs.  Any assets distributed in kind in the liquidation shall be valued, for purposes of such distribution, in accordance with Section 2.11 as of the date of distribution, and any difference between such value and the carrying value of such assets shall, to the extent not otherwise taken into account in determining Net Asset Value, be deemed to constitute income or loss to this FuturesAccess Fund.

ARTICLE X
MISCELLANEOUS PROVISIONS

SECTION 10.01.  INVESTORS NOT TO CONTROL.  The Investors shall take no part in the conduct or control of this FuturesAccess Fund’s business and shall have no authority or power to act for or to bind this FuturesAccess Fund.

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SECTION 10.02.  POWER OF ATTORNEY.  Each Investor, by subscribing for Units, does hereby constitute and appoint the Sponsor, as such Investor’s true and lawful representative and attorney-in-fact, with authority in such Investor’s name, place and stead to make, execute, sign and file a Certificate of Formation of this FuturesAccess Fund, any amendments thereto authorized herein, any amendments to this Agreement authorized herein, and all such other instruments, documents and certificates which may, from time to time, be required by, or deemed advisable by the Sponsor under, the laws of the United States of America, the State of Delaware, the State of New Jersey, the State of New York or any other state or political subdivision in which the Sponsor shall determine that this FuturesAccess Fund shall do business, to effectuate, implement and continue the valid existence of this FuturesAccess Fund.

SECTION 10.03.  AMENDMENTS; CONSENTS.  This Agreement may not be modified or amended without the written consent of the Sponsor.

This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) then held by Investors.

For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes.

The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes:

(a)to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors;

(b)to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document;

(c)to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations;

(d)to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14);

(e)to take such actions as may be necessary or appropriate to avoid the assets of this FuturesAccess Fund being treated for any purpose of ERISA or Section 4975 of the Code as assets of any Plan or to avoid this FuturesAccess Fund’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code;

(f)to allow for a performance allocation to be made to an entity or person designated by the Trading Advisor instead of paying a Performance Fee; or

(g)to make any other change not materially adverse to the interests of the Investors.

Notwithstanding anything in this Section 10.03 to the contrary other than (f) above, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute

22

manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

SECTION 10.04.  NOTICES.  Any notice to this FuturesAccess Fund or the Sponsor relating to this Agreement shall be in writing and delivered in person or by registered or certified mail and addressed to the Sponsor at the principal office of this FuturesAccess Fund.  All notices and reports sent to the Investors shall be addressed to each Investor at the address set forth in such Investor’s FuturesAccess Program Subscription and Exchange Agreement (including the FuturesAccess Program Subscription and Exchange Agreement Signature Page).  Any Investor may designate a new address by written notice to the Sponsor.  Unless otherwise specifically provided in this Agreement, a notice shall be deemed to have been given to this FuturesAccess Fund or the Sponsor when actually received by the Sponsor, and to have been given to an Investor three business days after being deposited in a post office or regularly maintained mailbox or when delivered in person.  The Sponsor may waive any notice requirement relating to notice to this FuturesAccess Fund or to itself, but no such waiver shall constitute a continuing waiver.

SECTION 10.05.  LEGAL EFFECT; MANNER OF EXECUTION.  This Agreement shall be binding upon the Investors, the Sponsor and their respective permitted successors and assigns.  This Agreement shall inure to the benefit of the foregoing parties as well as to the benefit of the Sponsor Parties.

This Agreement may be executed by power-of-attorney embodied in a FuturesAccess Program Subscription and Exchange Agreement (including the FuturesAccess Program Subscription and Exchange Agreement Signature Page) or similar instrument with the same effect as if the parties executing the FuturesAccess Program Subscription and Exchange Agreement (including the FuturesAccess Program Subscription and Exchange Agreement Signature Page) or similar instrument had all executed one counterpart of this Agreement; provided, that this Agreement may also be executed in separate counterparts.

SECTION 10.06.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  THE RIGHTS AND LIABILITIES OF THE INVESTORS SHALL BE AS PROVIDED IN THE ACT, EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED.

SECTION 10.07.  CONSENT TO JURISDICTION.  All controversies arising hereunder or in connection with the affairs of this FuturesAccess Fund shall be brought in the state or federal courts located in New York, New York, and all Investors hereby irrevocably consent to such jurisdiction and venue.

SECTION 10.08.  “TAX MATTERS PARTNER”; TAX ELECTIONS.  The Sponsor is designated as the “Tax Matters Partner” for this FuturesAccess Fund and shall be empowered to make or revoke any elections now or hereafter required or permitted to be made by the Code, regulations promulgated thereunder or any state or local tax law.

Unless the Sponsor otherwise consents, each Investor, by subscribing for Units, agrees not to treat any tax item on such Investor’s individual tax return in a manner inconsistent with the treatment of such item by this FuturesAccess Fund, as reflected on the Schedule K-1 or other information statement furnished by this FuturesAccess Fund to such Investor, or to file any claim for refund relating to any such tax item which would result in such inconsistent treatment.

SECTION 10.09.  DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS AGREEMENT.  The Sponsor shall be empowered to decide, in its good faith judgment, any questions arising with respect to this FuturesAccess Fund or to this Agreement, and to provide for matters arising hereunder but which are not specifically set forth herein, as the Sponsor may deem to be in, or not opposed to, the best interests of this FuturesAccess Fund.

SECTION 10.10.  NO PUBLICITY.  Each Investor agrees that such Investor will in no event provide information concerning this FuturesAccess Fund to any third party, knowing that such third party may use such information in any form of publication, newsletter or circular, whether publicly or privately distributed.  Each Investor’s investment in this FuturesAccess Fund, as well as the performance of such investment, shall be maintained on a strictly confidential basis;

23

provided, that the Sponsor may make use of this FuturesAccess Fund’s performance record in the ordinary course of the Sponsor’s business activities.

SECTION 10.11.  SURVIVAL.  The indemnity and exculpation provisions hereof, as well as the obligations to settle accounts, shall survive the withdrawal of any Investor as well as the dissolution of this FuturesAccess Fund.

SECTION 10.12.  WAIVERS.  The Sponsor may waive any provision of this Agreement restricting the actions of Investors in respect of certain but not all Investors provided that doing so will have no adverse effect on other Investors.

SECTION 10.13.  VOTING RIGHTS.  The voting rights of the Units shall be determined by their respective Net Asset Values.  In determining the number of Units entitled to vote or consent and the number of votes or consents needed for approval of any matter for which such a vote or consent is provided for herein, Units held by any Sponsor Party (including, without limitation, the Sponsor’s Capital Account, if any, on a Unit-equivalent basis) shall not be counted.

SECTION 10.14.  ISSUANCE OF DIFFERENT CLASSES.

(a)The Sponsor may, at any time and from time to time, issue different Classes of Units, and may adjust the allocation, voting and other provisions of this Agreement so as equitably to reflect the issuance of such additional Classes.  The Sponsor may also alter the terms on which Units of any Class are sold, provided that doing so does not adversely affect existing Investors.

(b)The fact that, for purposes of convenience, Units issued by this FuturesAccess Fund shall be designated as being Units of different “Classes” shall in no respect imply that these Units constitute different classes of equity interests as opposed to simply being subject to different fees.

SECTION 10.15.  COMPLIANCE WITH THE INVESTMENT ADVISERS ACT OF 1940; SECURITIES LAWS.

(a)This FuturesAccess Fund is not an “advisory client” of the Sponsor for purposes of the Advisers Act due to this FuturesAccess Fund’s trading futures, forward and options contracts other than securities.  Nevertheless, to the extent that any provision hereof may be construed in a manner inconsistent with the Advisers Act, it is the express intent of the Sponsor and the Investors that such provision be interpreted and applied ab initio so as to comply with the Advisers Act in all respects (even if doing so effectively amends the terms of this Agreement).

(b)Nothing in this Agreement shall be deemed to constitute a waiver by any Investor of such Investor’s rights under any federal or state securities laws.

SECTION 10.16.  AMENDMENT AND RESTATEMENT.  This Agreement amends and restates all prior limited liability company operating agreements of this FuturesAccess Fund.

*  *  *  *  *  *  *

24

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their respective representatives thereunto duly authorized.

INVESTORS:		SPONSOR:
By:	Merrill Lynch Alternative Investments LLC	Merrill Lynch Alternative Investments LLC
	Attorney-in-Fact
By:		By:
	Name:		Name:
	Title:		Title:

25

EX-13.01

Exhibit 13.01

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

Financial Statements as of and for the years ended

December 31, 2009, 2008 and 2007

and Report of  Independent Registered Public Accounting Firms

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS	1
FINANCIAL STATEMENTS:
Statements of Financial Condition as of December 31, 2009 and 2008	3
Statements of Operations for the years ended December 31, 2009, 2008 and 2007	4
Statements of Changes in Members’ Capital for the years ended December 31, 2009, 2008 and 2007	5
Financial Data Highlights for the years ended December 31, 2009, 2008 and 2007	7
Notes to Financial Statements	10

Report of Independent Registered Public Accounting Firm

To the Members of

ML Winton FuturesAccess LLC:

In our opinion, the accompanying statement of financial condition, and the related statements of operations, changes in members’ capital, and financial data highlights present fairly, in all material respects, the financial position of ML Winton FuturesAccess LLC at December 31, 2009, and the results of its operations, changes in its members’ capital, and financial data highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.  These financial statements and the financial data highlights (hereafter referred to as the “financial statements”) are the responsibility of the Fund’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

March 25, 2010

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

ML Winton FuturesAccess LLC:

We have audited the accompanying statement of financial condition of ML Winton FuturesAccess LLC (the “Fund”), as of December 31, 2008, and the related statements of operations, changes in members’ capital, and the financial data highlights for each of the two years in the period ended December 31, 2008. These financial statements and financial data highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial data highlights based on our audits.

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

In our opinion, the financial statements and financial data highlights referred to above present fairly, in all material respects, the financial position of ML Winton FuturesAccess LLC as of December 31, 2008, the results of its operations, changes in its members’ capital, and the financial data highlights for each of the two years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

March 30, 2009

2

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION

AS OF DECEMBER 31, 2009 and 2008

	2009		2008
ASSETS:
Equity in commodity futures trading accounts:
Cash (including restricted cash of $53,748,925 for 2009 and $40,230,744 for 2008)	$	761,893,194	$	849,579,676
Net unrealized profit on open contracts	3,305,166		14,731,114
Cash and cash equivalents	1,102,160		163,743
Accrued interest receivable	—		39,428
TOTAL ASSETS	$	766,300,520	$	864,513,961
LIABILITIES AND MEMBERS’ CAPITAL:
LIABILITIES:
Brokerage commissions payable	$	115,138	$	89,151
Sponsor and Advisory fees payable	3,146,710		32,146,734
Redemptions payable	12,610,951		27,903,546
Other liabilities	391,254		385,970
Total liabilities	16,264,053		60,525,401
MEMBERS’ CAPITAL:
Sponsor’s Interest (19,470 Units and 19,470 Units)	28,686		31,415
Members’ Interest (506,821,001 Units and 500,089,110 Units)	750,007,781		803,957,145
Total members’ capital	750,036,467		803,988,560
TOTAL LIABILITIES AND MEMBERS’ CAPITAL	$	766,300,520	$	864,513,961
NET ASSET VALUE PER UNIT (SEE NOTE 6)
(Based on 506,840,471 and 500,108,580 Units outstanding, unlimited Units authorized)

See notes to financial statements.

3

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

	2009			2008			2007
TRADING PROFIT (LOSS):
Realized, net	$	(26,823,655	)	$	168,699,930		$	89,611,147
Change in unrealized, net	(11,425,948		)	6,796,965			(3,491,204		)
Brokerage commissions	(772,176		)	(1,087,424		)	(1,996,947		)
Total trading profit (loss)	(39,021,779		)	174,409,471			84,122,996
INVESTMENT INCOME:
Interest	51,172			12,915,952			24,566,411
EXPENSES:
Management fee	15,244,224			14,943,538			9,953,107
Sponsor fee	9,536,904			10,272,451			7,766,920
Performance fee	583			30,491,051			14,101,642
Other	1,349,841			1,848,834			1,060,592
Total expenses	26,131,552			57,555,874			32,882,261
NET INVESTMENT LOSS	(26,080,380		)	(44,639,922		)	(8,315,850		)
NET INCOME (LOSS)	$	(65,102,159	)	$	129,769,549		$	75,807,146
NET INCOME (LOSS) PER UNIT:
Weighted average number of Units outstanding
Class A	48,198,593			45,671,837			38,654,024
Class C	207,735,197			228,198,956			209,605,792
Class D	77,890,809			84,449,914			66,453,273
Class I	42,085,476			41,268,952			37,583,741
Class DS*	90,918,631			38,738,811			11,479,777
Class DT**	48,703,745			61,195,917			85,438,228
Net income (loss) per weighted average Unit
Class A	$	(0.1384	)	$	0.2623		$	0.1769
Class C	$	(0.1465	)	$	0.2389		$	0.1652
Class D	$	(0.1125	)	$	0.2646		$	0.1936
Class I	$	(0.1324	)	$	0.2784		$	0.1850
Class DS*	$	(0.0921	)	$	0.2676		$	0.2436
Class DT**	$	(0.1096	)	$	0.3117		$	0.1372

*Class DS was previously known as Class D-SM.  Units issued on April 2, 2007.

**Class DT was previously known as Class D-TF.  Units issued on June 1, 2007.

See notes to financial statements.

4

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007 (IN UNITS)

	Members’ Capital December 31, 2006	Subscriptions	Redemptions		Members’ Capital December 31, 2007	Subscriptions	Redemptions		Members’ Capital December 31, 2008	Subscriptions	Redemptions		Members’ Capital December 31, 2009
Class A	32,046,486	15,602,742	(7,541,173	)	40,108,055	17,386,886	(11,645,525	)	45,849,416	11,525,953	(10,168,031	)	47,207,338
Class C	170,519,442	86,078,957	(42,956,003	)	213,642,396	60,897,518	(59,370,841	)	215,169,073	35,352,821	(51,685,753	)	198,836,141
Class D	39,225,345	42,664,247	(4,024,789	)	77,864,803	23,739,729	(28,552,965	)	73,051,567	8,842,395	(5,412,438	)	76,481,524
Class I	30,787,362	13,970,225	(7,039,015	)	37,718,572	12,586,459	(7,231,204	)	43,073,827	8,544,937	(14,463,262	)	37,155,502
Class DS*	—	14,542,754	(1,094,970	)	13,447,784	58,487,988	(2,749,330	)	69,186,442	36,951,720	—		106,138,162
Class DT**	—	98,131,157	(28,871,839	)	69,259,318	—	(15,500,533	)	53,758,785	459,179	(13,215,630	)	41,002,334
Total Members’ Units	272,578,635	270,990,082	(91,527,789	)	452,040,928	173,098,580	(125,050,398	)	500,089,110	101,677,005	(94,945,114	)	506,821,001
Class A	9,713	—	—		9,713	—	—		9,713	—	—		9,713
Class C	9,757	—	—		9,757	—	—		9,757	—	—		9,757
Total Sponsor’s Units	19,470	—	—		19,470	—	—		19,470	—	—		19,470

*Class DS was previously known as Class D-SM.  Units issued on April 2, 2007.

**Class DT was previously known as Class D-TF.  Units issued on June 1, 2007.

See notes to financial statements.

5

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

	Members’ Capital December 31, 2006		Subscriptions		Redemptions			Net Income		Members’ Capital December 31, 2007		Subscriptions		Redemptions			Net Income		Members’ Capital December 31, 2008		Subscriptions		Redemptions			Net Income/(Loss)			Members’ Capital December 31, 2009
Class A	$	38,699,738	$	19,375,017	$	(9,674,408	)	$	6,836,154	$	55,236,501	$	26,212,557	$	(18,049,428	)	$	11,977,663	$	75,377,293	$	18,170,302	$	(15,664,489	)	$	(6,655,829	)	$	71,227,277
Class C	202,215,652		103,312,911		(54,082,928		)	34,632,446		286,078,081		89,405,799		(89,455,971		)	54,514,349		340,542,258		53,081,427		(77,293,306		)	(30,400,821		)	285,929,558
Class D	44,952,646		50,306,937		(4,888,155		)	12,865,169		103,236,597		35,615,932		(43,832,109		)	22,345,631		117,366,051		13,863,515		(8,015,389		)	(8,766,828		)	114,447,349
Class I	37,158,795		17,356,300		(9,334,899		)	6,952,000		52,132,196		19,076,750		(11,340,105		)	11,488,381		71,357,222		13,603,227		(22,682,367		)	(5,553,866		)	56,724,216
Class DS*	—		16,325,317		(1,291,973		)	2,796,394		17,829,738		86,822,929		(4,000,000		)	10,365,432		111,018,099		55,991,904		—			(8,379,258		)	158,630,745
Class DT**	—		116,913,460		(36,127,180		)	11,721,847		92,508,127		—		(23,285,032		)	19,073,127		88,296,222		714,029		(20,618,787		)	(5,342,828		)	63,048,636
Total Members’ Interest	$	323,026,831	$	323,589,942	$	(115,399,543	)	$	75,804,010	$	607,021,240	$	257,133,967	$	(189,962,645	)	$	129,764,583	$	803,957,145	$	155,424,404	$	(144,274,338	)	$	(65,099,430	)	$	750,007,781
Class A	$	11,737	$	—	$	—		$	1,644	$	13,381	$	—	$	—		$	2,590	$	15,971	$	—	$	—		$	(1,316	)	$	14,655
Class C	11,576		—		—			1,492		13,068		—		—			2,376		15,444		—		—			(1,413		)	14,031
Total Sponsor’s Interest	$	23,313	$	—	$	—		$	3,136	$	26,449	$	—	$	—		$	4,966	$	31,415	$	—	$	—		$	(2,729	)	$	28,686
Total Members’ Capital	$	323,050,144	$	323,589,942	$	(115,399,543	)	$	75,807,146	$	607,047,689	$	257,133,967	$	(189,962,645	)	$	129,769,549	$	803,988,560	$	155,424,404	$	(144,274,338	)	$	(65,102,159	)	$	750,036,467

*Class DS was previously known as Class D-SM.  Units issued on April 2, 2007.

**Class DT was previously known as Class D-TF.  Units issued on June 1, 2007.

See notes to financial statements.

6

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

FINANCIAL DATA HIGHLIGHTS

FOR THE YEAR ENDED DECEMBER 31, 2009

The following per Unit data and ratios have been derived from information provided in the financial statements.

	Class A			Class C			Class D			Class I			Class DS(a)			Class DT(b)
Per Unit Operating Performance:
Net asset value, beginning of year	$	1.6440		$	1.5827		$	1.6066		$	1.6566		$	1.6046		$	1.6425
Net realized and net change in unrealized trading profit(loss)	(0.0771		)	(0.0741		)	(0.0754		)	(0.0777		)	(0.0753		)	(0.0772		)
Brokerage commissions	(0.0015		)	(0.0015		)	(0.0015		)	(0.0015		)	(0.0015		)	(0.0015		)
Interest income	0.0001			0.0001			0.0001			0.0001			0.0001			0.0001
Expenses	(0.0567		)	(0.0692		)	(0.0334		)	(0.0508		)	(0.0333		)	(0.0262		)
													—
Net asset value, end of year	$	1.5088		$	1.4380		$	1.4964		$	1.5267		$	1.4946		$	1.5377
Total Return: (c)
Total return before Performance fees	-8.24		%	-9.16		%	-6.85		%	-7.87		%	-6.85		%	-6.38		%
Performance fees	0.00		%	0.00		%	-0.01		%	0.00		%	-0.01		%	0.00		%
Total return after Performance fees	-8.24		%	-9.16		%	-6.86		%	-7.87		%	-6.86		%	-6.38		%
Ratios to Average Members’ Capital:
Expenses (excluding Performance fees)	3.68		%	4.68		%	2.18		%	3.28		%	2.17		%	1.67		%
Performance fees	0.00		%	0.00		%	0.00		%	0.00		%	0.01		%	-0.01		%
Expenses (including Performance fees)	3.68		%	4.68		%	2.18		%	3.28		%	2.18		%	1.66		%
Net investment income (loss)	-3.67		%	-4.67		%	-2.18		%	-3.27		%	-2.18		%	-1.66		%

(a) Class DS was previously known as Class D-SM.

(b) Class DT was previously known as Class D-TF.

(c) The total return calculations are based on compounded monthly returns and is calculated for each class taken as a whole.

An individual members’ return may vary from these returns based on timing of capital transactions.

See notes to financial statements.

7

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

FINANCIAL DATA HIGHLIGHTS

FOR THE YEAR ENDED DECEMBER 31, 2008

The following per Unit data and ratios have been derived from information provided in the financial statements.

	Class A			Class C			Class D			Class I			Class DS(a)			Class DT(b)
Per Unit Operating Performance:
Net asset value, beginning of year	$	1.3772		$	1.3391		$	1.3258		$	1.3821		$	1.3258		$	1.3357
Net realized and net change in unrealized trading profit	0.3662			0.3547			0.3547			0.3682			0.3521			0.3589
Brokerage commissions	(0.0023		)	(0.0022		)	(0.0022		)	(0.0023		)	(0.0022		)	(0.0022		)
Interest income	0.0271			0.0263			0.0262			0.0273			0.0260			0.0265
Expenses	(0.1242		)	(0.1352		)	(0.0979		)	(0.1187		)	(0.0971		)	(0.0764		)
													—
Net asset value, end of year	$	1.6440		$	1.5827		$	1.6066		$	1.6566		$	1.6046		$	1.6425
Total Return: (c)
Total return before Performance fees	24.39		%	23.18		%	26.27		%	24.89		%	26.09		%	26.91		%
Performance fees	-4.48		%	-4.48		%	-4.48		%	-4.48		%	-4.45		%	-3.45		%
Total return after Performance fees	19.36		%	18.19		%	21.18		%	19.85		%	21.03		%	22.97		%
Ratios to Average Members’ Capital:
Expenses (excluding Performance fees)	3.82		%	4.84		%	2.31		%	3.42		%	2.29		%	1.79		%
Performance fees	4.35		%	4.35		%	4.35		%	4.35		%	4.32		%	3.33		%
Expenses (including Performance fees)	8.17		%	9.19		%	6.66		%	7.77		%	6.61		%	5.12		%
Net investment income (loss)	-6.37		%	-7.38		%	-4.85		%	-5.96		%	-4.82		%	-3.32		%

(a) Class DS was previously known as Class D-SM.

(b) Class DT was previously known as Class D-TF.

(c) The total return calculations are based on compounded monthly returns and is calculated for each class taken as a whole.

An individual members’ return may vary from these returns based on timing of capital transactions.

See notes to financial statements.

8

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

FINANCIAL DATA HIGHLIGHTS

FOR THE YEAR ENDED DECEMBER 31, 2007

The following per Unit data and ratios have been derived from information provided in the financial statements.

	Class A			Class C			Class D			Class I			Class DS (a)			Class DT (b)
Per Unit Operating Performance:
Net asset value, beginning of year	$	1.2076		$	1.1859		$	1.1460		$	1.2069		$	1.0733		$	1.1914
Net realized and net change in unrealized trading profit	0.1949			0.1901			0.1869			0.1954			0.2642			0.1433
Brokerage commissions	(0.0052		)	(0.0051		)	(0.0050		)	(0.0052		)	(0.0031		)	(0.0024		)
Interest income	0.0611			0.0597			0.0583			0.0612			0.0442			0.0349
Expenses	(0.0812		)	(0.0915		)	(0.0604		)	(0.0762		)	(0.0528		)	(0.0315		)
Net asset value, end of year	$	1.3772		$	1.3391		$	1.3258		$	1.3821		$	1.3258		$	1.3357
Total Return: (c)
Total return before Performance fees	16.90		%	15.74		%	18.66		%	17.36		%	26.53		%	13.70		%
Performance fees	-2.74		%	-2.73		%	-2.79		%	-2.73		%	-2.65		%	-1.54		%
Total return after Performance fees	14.03		%	12.90		%	15.68		%	14.49		%	23.53		%	12.11		%
Ratios to Average Members’ Capital:
Expenses (excluding Performance fees)	3.84		%	4.89		%	2.31		%	3.43		%	2.28		%	1.76		%
Performance fees	2.84		%	2.87		%	2.99		%	2.85		%	2.53		%	1.49		%
Expenses (including Performance fees)	6.68		%	7.76		%	5.30		%	6.28		%	4.81		%	3.25		%
Net investment income (loss)	-1.71		%	-2.77		%	-0.30		%	-1.29		%	-0.77		%	0.60		%

(a) Class DS was previously known as Class D-SM.  Units issued on April 2, 2007.

(b) Class DT was previously known as Class D-TF.  Units issued on June 1, 2007.

(c) The total return calculations are based on compounded monthly returns and is calculated for each class taken as a whole.

An individual members’ return may vary from these returns based on timing of capital transactions.

See notes to financial statements.

9

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

ML Winton FuturesAccess LLC (the “Fund”), a Merrill Lynch FuturesAccess Program (the “Program”) fund, was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on February 1, 2005. The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Winton Capital Management (“Winton”) is the trading advisor of the Fund.

Merrill Lynch Alternative Investments LLC (“MLAI” or the “Sponsor”) is the Sponsor of the Fund. MLAI is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly-owned subsidiary of Merrill Lynch, is the Fund’s commodity broker. On September 15, 2008, Merrill Lynch entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 dated as of October 21, 2008, the “Merger Agreement”) with Bank of America Corporation (“Bank of America”). Pursuant to the Merger Agreement, on January 1, 2009, a wholly-owned subsidiary of Bank of America merged with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and a subsidiary of Bank of America.

The Program is a group of commodity pools sponsored by MLAI (each a “Program Fund” or collectively, “Program Funds”) each of which places substantially all of its assets in a managed futures and forward trading account managed by a single or multiple commodity trading advisors. Each Program Fund is generally similar to the Fund in terms of fees, Classes of Units and redemption rights. Each of the Program Funds implements a different trading strategy.

The Fund offers six Classes of Units:  Class A, Class C, Class D, Class DT, Class DS, and Class I.  Each Class of Units except for Class DT and Class DS was offered at $1.00 per Unit during the initial offering period and subsequently is offered at Net Asset Value per Unit (see Note 6).  Class DS commenced on April 2, 2007 and was offered at $1.0733 and Class DT commenced on June 1, 2007 and was offered at $1.1914.  The six Classes of Units are subject to different Sponsor fees.

Interests in the Fund are not insured or otherwise protected by the Federal Deposit Insurance Corporation or any other government authority.  Interests are not deposits or other obligations of, and are not guaranteed by, Bank of America Corporation or any of its affiliates or by any bank.  Interests are subject to investment risks, including the possible loss of the full amount invested.

10

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. Certain prior year items have been reclassified to conform to the current year presentation.

Statement of Cash Flows

The Fund is not required to provide a Statement of Cash Flows.

Revenue Recognition

Commodity futures, options on futures and forward contract transactions are recorded on trade date. Open contracts are reflected in Net unrealized profit (loss) on open contracts in the Statements of Financial Condition as the difference between the original contract value and the market value (for those commodity interests for which market quotations are readily available) or at fair value.  The change in unrealized profit (loss) on open contracts from one period to the next is reflected in Change in unrealized under Trading profit (loss) in the Statements of Operations.

Trading profit (loss) is reduced for brokerage commission costs.

Foreign Currency Transactions

The Fund’s functional currency is the U.S. dollar; however, it transacts business in U.S. dollars and 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 Statements 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 year.  Profits and losses resulting from the translation to U.S. dollars are included in Trading Profit(Loss) in the Statements of Operations.

Cash and Cash Equivalents

The Fund considered all highly liquid investments, with a maturity of three months or less when acquired, to
be cash equivalents. Cash equivalents were recorded at amortized cost which approximated fair value (Level II see Note 3). Cash was held at a nationally recognized financial institution.

Cash at Broker / Equity in Commodity Futures Trading Accounts

A portion of the assets maintained at MLPF&S is restricted cash required to meet maintenance margin requirements.

Operating Expenses, Offering Costs and Selling Commissions

The Fund pays for all routine operating costs (including ongoing offering costs, administration, custody, transfer, exchange and redemptions process, legal, regulatory filing, tax, audit, escrow, accounting and printing fees and expenses) incurred by the Fund.

Class A Units are subject to a sales commission paid to MLPF&S ranging from 1.0% to 2.5%.  Class D and Class I Units are subject to sales commissions up to 0.5%.  The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are directly deducted from subscription amounts.  Class C, Class DS and Class DT Units are not subject to any sales commissions.

11

Income Taxes

No provision for income taxes has been made in the accompanying financial statements as each Member is individually responsible for reporting income or loss based on such Member’s share of the Fund’s income and expenses as reported for income tax purposes.

The Fund follows the ASC guidance on accounting for uncertainty in income taxes.  This guidance provides how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  This guidance also requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.  Tax positions with respect to tax at the Fund level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year.  MLAI has analyzed the Fund’s tax positions and has concluded that no provision for income tax is required in the Fund’s financial statements. The following are the major tax jurisdictions for the Fund and the earliest tax year subject to examination: United States — 2006.

Distributions

The Members are entitled to receive, equally per Unit, any distributions which may be made by the Fund.  No such distributions have been declared for the years ended December 31, 2009, 2008 and 2007.

Subscriptions

Units are offered as of the close of business at the end of each month.  Units are purchased as of the first business day of any month at Net Asset Value (see Note 6), but the subscription request must be submitted at least three calendar days before the end of the preceding month.  Subscriptions submitted less than three days before the end of a month will be applied to Units subscriptions as of the beginning of the second month after receipt, unless revoked by MLAI.

Redemptions and Exchanges

A Member may redeem or exchange some or all of such Member’s Units at Net Asset Value (see Note 6) as of the close of business, on the last business day of any month, upon ten calendar days’ notice (“notice period”).

An investor in the Fund can exchange these Units for Units of the same Class in other Program Funds as of the beginning of each calendar month upon at least ten days prior notice.  The minimum exchange amount is $10,000.

Redemption requests are accepted within the notice period.  The Fund does not accept any redemption requests after the notice period.  All redemption requests received after the notice period will be processed for the following month.

Dissolution of the Fund

The Fund may terminate if certain circumstances occur as set forth in the private placement memorandum, which include but are not limited to the following:

(a)Bankruptcy, dissolution, withdrawal or other termination of the trading advisor of this Fund.

(b)Any event which would make unlawful the continued existence of this Fund.

(c)Determination by MLAI to liquidate or withdraw from the Fund.

12

2.CONDENSED SCHEDULES OF INVESTMENTS

The Fund’s investments, defined as Net unrealized profit (loss) on open contracts in the Statements of Financial Condition, as of December 31, 2009 and 2008 are as follows:

2009

	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts	Profit (Loss)			Members’ Capital		Contracts		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates
Agriculture	1,102	$	1,087,413		0.14	%	(989	)	$	(286,832	)	-0.04	%	$	800,581		0.10	%	January 10 - November 10
Currencies	2,892	(2,562,251		)	-0.34	%	(302	)	(169,839		)	-0.02	%	(2,732,090		)	-0.36	%	March 10
Energy	106	134,142			0.02	%	(255	)	(642,428		)	-0.09	%	(508,286		)	-0.07	%	January 10 - December 10
Interest rates	7,633	(179,602		)	-0.03	%	(460	)	17,539			0.00	%	(162,063		)	-0.03	%	January 10 - June 10
Metals	1,420	3,027,127			0.40	%	(106	)	(880,988		)	-0.13	%	2,146,139			0.27	%	January 10 - April 10
Stock indices	5,218	3,774,920			0.50	%	(16	)	(14,035		)	0.00	%	3,760,885			0.50	%	January 10 - March 10
Total		$	5,281,749		0.69	%			$	(1,976,583	)	-0.28	%	$	3,305,166		0.41	%

2008

	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts	Profit (Loss)			Members’ Capital		Contracts		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates
Agriculture	197	$	390,804		0.05	%	(2,131	)	$	(3,807,410	)	-0.47	%	$	(3,416,606	)	-0.42	%	January 09 - November 10
Currencies	759	1,426,021			0.18	%	(1,366	)	(4,720,175		)	-0.59	%	(3,294,154		)	-0.41	%	March 09
Energy	—	—			0.00	%	(313	)	1,169,490			0.15	%	1,169,490			0.15	%	January 09 - December 10
Interest rates	10,483	17,823,721			2.21	%	(88	)	(21,657		)	0.00	%	17,802,064			2.21	%	January 09 - June 10
Metals	238	(635,812		)	-0.08	%	(558	)	3,463,278			0.42	%	2,827,466			0.34	%	January 09 - April 09
Stock indices	10	1,903			0.00	%	(384	)	(359,049		)	-0.04	%	(357,146		)	-0.04	%	January 09 - March 09
Total		$	19,006,637		2.36	%			$	(4,275,523	)	-0.53	%	$	14,731,114		1.83	%

No individual contract’s unrealized profit or loss comprised greater than 5% of Members’ Capital as of December 31, 2009 and 2008.

13

3.FAIR VALUE OF INVESTMENTS

The FASB’s ASC’s provide authoritative guidance on fair value measurement. This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price). All investments (including derivative financial instruments and derivative commodity instruments) are held for trading purposes.  The investments are recorded on trade date and open contracts are recorded at fair value (described below) at the measurement date. Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Gains or losses are realized when contracts are liquidated.  Unrealized gains or losses on open contracts are included in Equity in commodity futures trading account.  Any change in net unrealized gain or loss from the preceding year is reported in the Statement of Operations.

The fair value measurement guidance established a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by the fair market value measurement guidance, the Fund does not adjust the quoted price for these investments even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

Level III — Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. MLAI’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

14

Following is a description of the valuation methodologies used for investments, as well as the general classification of such investments pursuant to the valuation hierarchy.

Exchange traded investments are fair valued by the Fund by using the reported closing price on the primary exchange where it trades such investments.  These closing prices are observed through the clearing broker and third party pricing services. For non-exchange traded investments, quoted values and other data provided by nationally recognized independent pricing sources are used as inputs into its process for determining fair values.

The independent pricing sources obtain market quotations and actual transaction prices for securities that have quoted prices in active markets. Each source has its own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of “matrix pricing” in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair market value.

The Fund has determined that Level I securities would include all of its futures and options contracts where it believes that quoted prices are available in an active market.

Where the Fund believes that quoted market prices are not available or that the market is not active, fair values are estimated by using quoted prices of securities with similar characteristics, pricing models or matrix pricing and these are generally classified as Level II securities. The Fund determined that Level II securities would include its forward contracts.

The Fund’s net unrealized profit (loss) on open forward and futures contracts as of December 31, 2009 and 2008 are as follows:

December 31, 2009	Unrealized Long Positions		Unrealized Short Positions			Total
Futures	$	5,281,749	$	(1,976,583	)	$	3,305,166
Forwards	—		—			—
Total	$	5,281,749	$	(1,976,583	)	$	3,305,166

December 31, 2008	Unrealized Long Positions		Unrealized Short Positions			Total
Futures	$	19,006,637	$	(4,275,523	)	$	14,731,114
Forwards	—		—			—
Total	$	19,006,637	$	(4,275,523	)	$	14,731,114

The Fund’s volume of trading forward and futures as of the end of this year is representative of the activity throughout the year.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of December 31, 2009 and 2008:

Net unrealized
profit (loss)
on open contracts	Total		Level I		Level II		Level III
December 31, 2009	$	3,305,166	$	986,304	$	2,318,862	$	—
December 31, 2008	$	14,731,114	$	14,731,114	$	—	$	—

15

Effective January 1, 2009, the Fund adopted the FASB’s guidance on disclosures about derivative instruments and hedging activities which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. This guidance only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on Statements of Financial Condition or Statements of Operations or Statements of Changes in Members’ Capital.

The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Such contracts meet the definition of a derivative as noted in the guidance for derivatives and hedging. The fair value amounts of and the gains and losses on derivative instruments is disclosed in the Statements of Financial Condition and Statements of Operations, respectively. There are no credit related contingent features embedded in these derivative contracts.

The following table indicates the trading gains and losses, by commodity industry sector, on derivative instruments for the year ended December 31, 2009:

Commodity Industry Sector	Gain (loss) from trading
Agriculture	$	2,114,401
Currencies	(12,121,842		)
Energy	(12,677,833		)
Interest rates	(8,522,945		)
Metals	3,421,909
Stock indices	(10,463,293		)
Total	$	(38,249,603	)

The Fund is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse or MLPF&S.  Fund assets could be lost or impounded during lengthy bankruptcy proceedings.  Were a substantial portion of the Fund’s capital tied up in a bankruptcy or other similar proceedings, MLAI might suspend or limit trading, perhaps causing the Fund to miss significant profit opportunities.  There are increased risks in dealing with unregulated trading counterparties including the risk that assets may not benefit from the protection afforded to “customer funds” deposited with regulated dealers and brokers.

4.RELATED PARTY TRANSACTIONS

The Fund’s U.S. dollar assets are maintained at MLPF&S. On assets held in U.S. dollars, Merrill Lynch credits the Fund with interest at the most favorable rate payable by MLPF&S to accounts of Merrill Lynch affiliates but not less than 75% of such prevailing rate.  The Fund is credited with interest on any of its assets and net gains actually held by MLPF&S non-U.S. dollar currencies at a prevailing local rate received by Merrill Lynch.  Merrill Lynch may derive certain economic benefit, in excess of the interest which Merrill Lynch pays to the Fund, from possession of such assets.

16

Merrill Lynch charges the Fund at prevailing local interest rates for financing realized and unrealized losses on the Fund’s non-U.S. dollar-denominated positions.  Such amounts are netted against interest income due to the insignificance of such amounts.

The Fund charges Sponsor fees on the month-end net assets after all other charges at annual rates equal to 1.50% for Class A, 2.50% for Class C, and 1.10% on Class I.  Class D, DS, and DT are not charged a Sponsor Fee.   Sponsor Fees are paid to MLAI.

The Fund pays brokerage commissions on actual cost per round turn. The average round-turn commission rate charged to the Fund for the years ended December 31, 2009, 2008 and 2007 was approximately $6.50, $7.16 and $9.58, respectively (not including, in calculating round-turn, forward contracts on a futures-equivalent basis).

Brokerage Commissions, Interest and Sponsor fees as seen on the Statements of Operations are all received from or paid to related parties.

The Fund holds cash at an unaffiliated bank which invests such cash in a money market fund which is managed by BlackRock, a related party to MLAI.  The Cash and cash equivalents as seen on the Statements of Financial Condition is the amount held by the related party.

5.ADVISORY AGREEMENT

The Fund and Winton have entered into an Advisory Agreement.  This agreement shall continue in effect until December 31, 2014. Thereafter, this agreement shall be automatically renewed for successive three-year periods, on the same terms, unless terminated by either Winton or the Fund upon 90 days’ notice to the other party. Winton determines the commodity futures, options on futures and forward contract trades to be made on behalf of their respective Fund accounts, subject to certain trading policies and to certain rights reserved by MLAI.

The Fund charges annual management fees on the Fund’s average month-end net assets allocated to them after reduction for the brokerage commissions accrued with respect to such assets and are payable to Winton on a monthly basis. Management Fees are 2.0% for all classes except for Class DT which charges a 1.5% Fee.  Winton pays MLAI 25% of the management fees on all classes except Class DT in return for sponsoring and providing ongoing administration and operational support to the Fund.

Performance fees are charged by the Fund on any New Trading Profit, as defined in the private placement memorandum, and are payable to Winton as of either the end of each calendar year or upon any interim period for which there are net redemption of Units, to the extent of the applicable percentage of any New Trading Profit attributable to such Units. The Fund charges a 20% performance fee for all classes except Class DT which is charged a performance fee of 15%.  Winton pays MLAI 25% of any Performance fees paid by the Fund not including Class DT.

17

6.NET ASSET VALUE PER UNIT

The Net Asset Value per Unit of the different Classes as of December 31, 2009 and 2008 are:

December 31, 2009
Net Asset Value
Class A	$	1.5088
Class C	1.4380
Class D	1.4964
Class I	1.5267
Class DS	1.4946
Class DT	1.5377

December 31, 2008
Net Asset Value
Class A	$	1.6440
Class C	1.5827
Class D	1.6066
Class I	1.6566
Class DS	1.6046
Class DT	1.6425

7.WEIGHTED AVERAGE UNITS

The weighted average number of Units outstanding for each Class is computed for purposes of calculating net income (loss) per weighted average Unit.  The weighted average number of Units outstanding for the years ended December 31, 2009, 2008 and 2007 equals the Units outstanding as of such date, adjusted proportionately for Units sold or redeemed based on the respective length of time each was outstanding during the year.

8.RECENT ACCOUNTING PRONOUNCEMENTS

In July 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105, Generally Accepted Accounting Principles, (ASC 105), which approved the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative nongovernmental GAAP. The Codification is effective for interim or annual periods ending after September 15, 2009. All existing accounting standards have been superseded and all other accounting literature not included in the Codification are considered nonauthoritative. ASC 105 was not intended to change the accounting literature and did not impact the Fund’s financial condition or results of operations.  All accounting references within this report are in accordance with the new Codification.

In April 2009, the FASB issued guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance provides additional guidance for estimating fair value in accordance with FASB guidance on fair value measurements, when the volume and level of activity for the asset or liability have significantly decreased. This guidance also identifies circumstances that indicate a transaction is not orderly. The guidance emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The guidance also contains enhanced disclosure requirements whereby fair value disclosures as well as certain disaggregated information will be disclosed. The adoption of this guidance had no impact on the financial statements.

18

In September 2009, the FASB issued Accounting Standards Update No. 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (the “ASU 2009-12”), which is effective for interim or annual financial periods ending after December 15, 2009.  The adoption of this guidance had no impact on the financial statements.

In January 2010, the FASB issued an update to the fair value measurements disclosure. Pursuant to this update, additional disclosures in the financial statements relating to transfers in and out of Levels 1 and 2 fair value measurements and separate disclosure of purchases, sales, issuances, and settlements in Level 3 rollforward, will be required. In addition, this update provides clarifications on i) the level of aggregation of classes of assets and liabilities disclosed in the fair value measurement disclosures and ii) disclosures relating to the inputs and valuation techniques for Level 2 and Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the Level 3 roll forward which are effective for fiscal years beginning after December 15, 2010. This update further enhances the fair value disclosures and the Manager has determined that the adoption of this update would not have a material impact to the Fund’s financial statements.

9.MARKET AND CREDIT RISK

The nature of this Fund has certain risks, which cannot all be presented on the financial statements.  The following summarizes some of those risks.

Market Risk

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Fund’s net unrealized profit (loss) on open contracts on such derivative instruments as reflected in the Statements of Financial Condition.  The Fund’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Fund as well as the volatility and liquidity of the markets in which the derivative instruments are traded.  Investments in foreign markets may also entail legal and political risks.

MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of Winton, calculating the Net Asset Value of the Fund as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge Winton to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk control procedures will consist of the ongoing process of advisor monitoring, with the market risk controls being applied by Winton.

Credit Risk

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties.  Margins, which may be subject to loss in the event of a

19

default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.

The credit risk associated with these instruments from counterparty nonperformance is the Net unrealized profit on open contracts, if any, included in the Statements of Financial Condition. The Fund attempts to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers.

The Fund, in its normal course of business, enters into various contracts, with MLPF&S acting as its commodity broker.  Pursuant to the brokerage arrangement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in Equity in commodity futures trading accounts in the Statements of Financial Condition.

Indemnifications

In the normal course of business, the Fund has entered, or may in the future enter into agreements that obligate the Fund to indemnify third parties, including affiliates of the Fund, for breach of certain representations and warranties made by the Fund. No claims have actually been made with respect to such indemnities and any quantification would involve hypothetical claims that have not been made. Based on the Fund’s experience, MLAI expected the risk of loss to be remote and, therefore, no provision has been recorded.

10.SUBSEQUENT EVENTS

Management has evaluated the impact of subsequent events on the Fund and has determined that there were no subsequent events that require adjustments to, or disclosure in, the financial statements.

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*     *     *     *     *     *     *     *     *     *      *

To the best of the knowledge and belief of the

undersigned, the information contained in this

report is accurate and complete.

Barbra E. Kocsis

Chief Financial Officer

Merrill Lynch Alternative Investments LLC

Sponsor of

ML Winton FuturesAccess LLC

21

EX-31.01

EXHIBIT 31.01

Rule 13a-14(a)/15d-14(a) Certifications

I, Justin C. Ferri, Chief Executive Officer, President and Manager of Merrill Lynch Alternative Investments LLC, the manager of ML Winton FuturesAccess LLC, certify that:

1. I have reviewed this report on Form 10-K of ML Winton FuturesAccess LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 31, 2010
By	/s/ JUSTIN C. FERRI
Justin C. Ferri
Chief Executive Officer, President and Manager
(Principal Executive Officer)

1

EX-31.02

EXHIBIT 31.02

Rule 13a-14(a)/15d-14(a) Certifications

I, Barbra E. Kocsis, Chief Financial Officer of Merrill Lynch Alternative Investments LLC, the manager of ML Winton FuturesAccess LLC, certify that:

1. I have reviewed this report on Form 10-K of ML Winton FuturesAccess LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March  31, 2010
By	/s/ BARBRA E. KOCSIS
Barbra E. Kocsis
Chief Financial Officer
(Principal Financial Officer)

2

EX-32.01

EXHIBIT 32.01

Section 1350 Certification

In connection with this annual report of ML Winton FuturesAccess LLC (the “Company”) on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), I, Justin C. Ferri, Chief Executive Officer, President and Manager of Merrill Lynch Alternative Investments LLC, the manager of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	March 31, 2010
By	/s/ JUSTIN C. FERRI
Justin C. Ferri
Chief Executive Officer, President and Manager
(Principal Executive Officer)

1

EX-32.02

EXHIBIT 32.02

Section 1350 Certification

In connection with this annual report of ML Winton FuturesAccess LLC (the “Company”) on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), I, Barbra E. Kocsis Chief Financial Officer of Merrill Lynch Alternative Investments LLC, the manager of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	March 31, 2010
By	/s/ BARBRA E. KOCSIS
Barbra E. Kocsis
Chief Financial Officer
(Principal Financial Officer)

2