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EX-10.1 - ML Winton FuturesAccess LLCefc14-612_ex101.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):        August 14, 2014
 
ML WINTON FUTURESACCESS LLC
(Exact name of registrant as specified in its charter)

 
Delaware
0-51084
20-1227904
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

c/o Merrill Lynch Alternative Investments LLC
4 World Financial Center, 11th Floor
250 Vesey Street
New York, NY 10080
(Address and Zip Code of principal executive offices)
 
Registrant’s telephone number, including area code:        (609) 274-5838
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 

 
 
 

Item 1.01. Entry into a Material Definitive Agreement.
 
(a)(1) ML Winton FuturesAccess LLC (the “Registrant” or “Fund”), ML Winton FuturesAccess Ltd. (the “Offshore Fund”), Merrill Lynch Alternative Investments LLC (the “Manager”) and Winton Capital Management Limited (the “Trading Advisor”) are parties to an Advisory Agreement dated as of May 26, 2004 as amended by an Amendment dated as of June 17, 2014 (the “Existing Advisory Agreement”).  MLAI is the sponsor and manager of the Registrant.  Pursuant to the Existing Advisory Agreement, the Trading Advisor provides investment advisory services for the Registrant, and directs the trading activities of the Registrant.
 
On August 14, 2014 the Registrant, the Offshore Fund, the Manager and the Trading Advisor entered into an Amendment to the Existing Advisory Agreement (the “Amendment”).
 
(As used herein “AIFMD” means Directive 2011/61/EU on alternative investment fund managers and any subordinate legislation enacted thereunder (as each may be amended, extended or reenacted from time to time) as implemented in any relevant member state of the European Economic Area and other related rules or guidance that are relevant.)
 
 (2)   The Amendment provides for certain representations and agreements by the Fund, the Manager and the Trading Advisor with respect to, in part, AIFMD.
 
 
 
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Item 9.01.  Financial Statements and Exhibits.
 
(d)           Exhibits.
 

 
Exhibit No.                      Description
 
 
10.1
Amendment to Advisory Agreement dated as August 14, 2014 among Winton Capital Management Limited, ML Winton FuturesAccess LLC, ML Winton FuturesAccess Ltd., and Merrill Lynch Alternative Investments LLC.
 
 
 
 
 
 
 
 
 
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ML WINTON FUTURESACCESS LLC
 
     
  By: Merrill Lynch Alternative Investments LLC  
  Its: Manager  
       
       
 
By:
/s/ Barbra E. Kocsis  
    Name: Barbra E. Kocsis  
    Position: Chief Financial Officer  
    
Date:  August 15, 2014
 
 
 
 
 
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ML WINTON FUTURESACCESS LLC

FORM 8-K

INDEX TO EXHIBITS

Exhibits


 
Exhibit 10.1
Amendment to Advisory Agreement dated as August 14, 2014 among Winton Capital Management Limited, ML Winton FuturesAccess LLC, ML Winton FuturesAccess Ltd., and Merrill Lynch Alternative Investments LLC.


 
 
 
 
 
 
 
 
 
 
 
 
 
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