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EX-32.01 - ML Winton FuturesAccess LLCefc12-63_ex3201.htm
EX-32.02 - ML Winton FuturesAccess LLCefc12-63_ex3202.htm
EX-31.02 - ML Winton FuturesAccess LLCefc12-63_ex3102.htm
EX-13.01 - ML Winton FuturesAccess LLCefc12-63_ex1301.htm
EX-31.01 - ML Winton FuturesAccess LLCefc12-63_ex3101.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
FORM 10-K/A
Amendment No. 1
 
(x) Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
For the fiscal year ended: December 31, 2010
 
or
 
(  ) 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, 10th 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 __  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 __  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___

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        No       

 
 
 

 
 
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 __
Accelerated filer __
   
Non-accelerated filer X
Smaller reporting company __
(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 __                      No  X 

The Units of 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, 2011, Units of limited liability company interest with a Net Asset Value of $941,446,472 were outstanding and held by non-affiliates.
 

 
Documents Incorporated by Reference
 
The registrant's 2010 Annual Report and Reports of Independent Registered Public Accounting Firms, the annual report to security holders for the period ended December 31, 2010, 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.
 
 
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EXPLANATORY NOTE REGARDING THIS FORM 10-K/A
 
ML Winton FuturesAccess LLC (the “Registrant”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, originally filed with the Securities and Exchange Commission on March 15, 2011 (the “Original Form 10-K”), with respect to Item 15 (Exhibits and Financial Statement Schedules), to re-file the reports of the independent registered public accounting firms, which have been amended.
 
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Form 10-K and the Registrant has not updated disclosures included therein to reflect any events that occurred subsequent to March 15, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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PART IV
 
Item 15:
Exhibits, Financial Statement Schedules

 
1. 
Financial Statements (found in Exhibit 13.01):

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

Statements of Financial Condition as of December 31, 2010 and 2009

Statements of Operations for the years ended December 31, 2010, 2009 and 2008

Statements of Changes in Members’ Capital for the years ended December 31, 2010,
2009 and 2008

Financial Data Highlights for the years ended December 31, 2010, 2009 and 2008

Notes to Financial Statements


 
2. 
Financial Statement Schedules:

Financial statement schedules not included in this Form 10-K/A 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 Form 10-K/A:

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 incorporated by reference from Exhibit 3.02 contained in the Registrant’s Report on Form 10-K for the year ended December 31, 2009, filed on March 31, 2010.
   
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.
   
Exhibit 10.02:
Is incorporated by reference from Exhibit 10.02 contained in the Registrant’s Initial Registration Statement.
   
13.01
2010 Annual Report and Reports of Independent Registered Public Accounting Firms.
 
 
 
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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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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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)
 
 
 
 
 
 
Date:  January 27, 2012
 
 
 
 
 
 
 
 
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ML WINTON FUTURESACCESS LLC

2010 FORM 10-K/A
 
Amendment No. 1
 
INDEX TO EXHIBITS
 
Exhibit
 
Exhibit 13.01
2010 Annual Report and Reports of Independent Registered Public Accounting Firms
   
Exhibit 31.01 and 31.02
Rule 13a – 14(a) / 15d – 14(a) Certifications
   
Exhibit 32.01 and 32.02
Section 1350 Certifications

 
 
 
 
 
 
 
 
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