Amendments to Articles of Incorporation or

(a)

ML Winton FuturesAccess LLC (the Registrant) has been governed and operated pursuant to its Sixth Amended and Restated Limited Liability Company Operating Agreement dated as of January 31, 2015, as amended by an Amendment dated as of March 31, 2015 (the Operating Agreement). Merrill Lynch Alternative Investments LLC is the sponsor and manager (the Sponsor) of the Registrant. Capitalized terms used herein but not otherwise defined have the respective meanings set forth in the Operating Agreement.

(1)

The Sponsor adopted an amendment to the Operating Agreement effective September 1, 2017 (the Amendment). The Amendment and the Operating Agreement are being filed as exhibits.

(2)

The Amendment revised the Operating Agreement to: (i) pr ovide that the Units may be issued in nine Classes, rather than eight Classes; (ii) remove all references to Class DT and Class DS Units; (iii) clarify the Class I, Class D and Class G minimum investment requirements; (iv) clarify that sales commissions will be deducted from Class F and Class G subscriptions in addition to Class A, Class D and Class I subscriptions as described in the Disclosure Document; and (v) provide that the Class D Units will now be subject to a Sponsors Fee, payable in arrears equal to 1/12 of 0.75% of the aggregate Net Asset Value of the Class D Units. The Amendment provides further that notwithstanding clause (v), the Sponsors Fee with respect to the Class D Units shall only be payable if the Management Fee and Performance Fee rates applicable to the Class D Units are reduced as of September 1, 2017, such that the aggregate amount of the Sponsors Fee, Management Fee and Performance Fee applicable to the Class D Units, measured as a percentage of such Units Net Asset Value, is less than the aggregate amount of the Management Fee and Performance Fee, measured as a percentage of the Class D Units Net Asset Value applicable prior to September 1, 2017

.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.02(i)

Amendment dated August 30, 2017 to the Sixth Amended and Restated Limited Liability Company Operating Agreement of ML Winton FuturesAccess LLC.

3.02(ii)

Amendment dated March 31, 2015 to the Sixth Amended and Restated Limited Liability Company Operating Agreement of ML Winton FuturesAccess LLC.

3.02(iii)

Sixth Amended and Restated Limited Liability Company Operating Agreement of ML Winton FuturesAccess LLC dated as of January 31, 2015.

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

Title: Chief Financial Officer

Date: September 8, 2017

makes a similar move, sign up!

Auto Refresh

Feedback