ML Winton FuturesAccess LLC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - ML Winton FuturesAccess LLC	Financial_Report.xls
EX-32.02 - EX-32.02 - ML Winton FuturesAccess LLC	a12-8867_1ex32d02.htm
EX-31.01 - EX-31.01 - ML Winton FuturesAccess LLC	a12-8867_1ex31d01.htm
EX-32.01 - EX-32.01 - ML Winton FuturesAccess LLC	a12-8867_1ex32d01.htm
EX-31.02 - EX-31.02 - ML Winton FuturesAccess LLC	a12-8867_1ex31d02.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2012

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

For the transition period from to

Commission File Number 0-51084

ML WINTON FUTURESACCESS LLC

(Exact Name of Registrant as

specified in its charter)

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

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)

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 x No o

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		Smaller 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 Exchange Act). Yes o No x

As of March 31, 2012, 671,967,890 units of limited liability company interest were outstanding.

ML WINTON FUTURESACCESS LLC

QUARTERLY REPORT FOR MARCH 31, 2012 ON FORM 10-Q

Table of Contents

	PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	24

	PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION

(unaudited)

	March 31,		December 31,
	2012		2011
ASSETS:
Equity in commodity trading accounts:
Cash (including restricted cash of $83,505,724 for 2012 and $79,851,460 for 2011)	$	1,156,965,579	$	1,139,513,497
Net unrealized profit on open futures contracts	4,661,325		23,291,377
Net unrealized profit on open forwards contracts	2,189,475		1,206,622
Cash and cash equivalents	1,150,202		1,033,101

TOTAL ASSETS	$	1,164,966,581	$	1,165,044,597

LIABILITIES AND MEMBERS’ CAPITAL:
LIABILITIES:
Brokerage commissions payable	$	5,270	$	3,818
Sponsor and Advisory fees payable	3,331,190		17,358,610
Redemptions payable	22,698,247		27,077,760
Net unrealized loss on open futures contracts	5,911,962		146,111
Net unrealized loss on open forwards contracts	2,753,431		958,822
Other liabilities	378,023		398,085

Total liabilities	35,078,123		45,943,206

MEMBERS’ CAPITAL:
Members’ Interest (671,967,890 Units and 653,497,815 Units)	1,129,888,458		1,119,101,391
Total members’ capital	1,129,888,458		1,119,101,391

TOTAL LIABILITIES AND MEMBERS’ CAPITAL	$	1,164,966,581	$	1,165,044,597

NET ASSET VALUE PER UNIT: (Based on 671,967,890 and 653,497,815 Units outstanding; unlimited Units authorized)
Class A	$	1.7217	$	1.7496
Class C	$	1.6043	$	1.6344
Class D	$	1.7662	$	1.7881
Class I	$	1.7578	$	1.7846
Class DS	$	1.7640	$	1.7859
Class DT	$	1.8460	$	1.8666
Class M	$	0.9924	$	—

See notes to financial statements.

WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF OPERATIONS

(unaudited)

	For the three			For the three
	months ended			months ended
	March 31,			March 31,
	2012			2011
TRADING PROFIT (LOSS):

Realized, net	$	17,519,578		$	34,805,803
Change in unrealized, net	(25,207,659		)	(12,225,440		)
Brokerage commissions	(348,134		)	(242,160		)

Total trading profit (loss), net	(8,036,215		)	22,338,203

INVESTMENT INCOME (LOSS)
Interest, net	(40,629		)	(2,076		)

EXPENSES:
Management fee	5,720,621			4,694,176
Sponsor fee	4,199,522			2,995,018
Performance fee	519			3,412,738
Other	421,824			360,625
Total expenses	10,342,486			11,462,557

NET INVESTMENT (LOSS)	(10,383,115		)	(11,464,633		)

NET INCOME (LOSS)	$	(18,419,330	)	$	10,873,570

NET INCOME (LOSS) PER UNIT:

Weighted average number of Units outstanding
Class A	109,256,252			69,732,612
Class C	318,971,567			235,739,898
Class D	94,197,388			85,957,265
Class I	50,882,109			41,241,063
Class DS	84,265,399			110,058,095
Class DT	18,095,345			25,400,733
Class M*	825,000			—

Net income (loss) per weighted average Unit
Class A	$	(0.0283	)	$	0.0181
Class C	$	(0.0305	)	$	0.0134
Class D	$	(0.0220	)	$	0.0250
Class I	$	(0.0268	)	$	0.0203
Class DS	$	(0.0213	)	$	0.0248
Class DT	$	(0.0203	)	$	0.0294
Class M*	$	(0.0076	)	$	—

* Units issued on March 1, 2012

See notes to financial statements.

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(unaudited) (in Units)

	Members’ Capital December 31,2010	Subscriptions	Redemptions		Members’ Capital March 31, 2011	Members’ Capital December 31, 2011	Subscriptions	Redemptions		Members’ Capital March 31, 2012
Class A	65,325,934	8,269,589	(1,438,963	)	72,156,560	102,409,963	11,113,355	(3,258,796	)	110,264,522
Class C	222,514,645	22,330,364	(4,691,140	)	240,153,869	302,923,116	27,776,146	(8,300,320	)	322,398,942
Class D	81,540,462	4,416,803	(59,677	)	85,897,588	93,387,095	1,184,867	(33,351	)	94,538,611
Class I	40,328,794	1,685,104	(2,351,667	)	39,662,231	49,889,508	1,990,830	(1,781,009	)	50,099,329
Class DS	107,809,869	4,313,510	(3,372,058	)	108,751,321	86,602,313	—	(9,972,647	)	76,629,666
Class DT	25,990,209	—	(2,069,763	)	23,920,446	18,285,820	—	(1,074,000	)	17,211,820
Class M*	—	—	—		—	—	825,000	—		825,000

Total Members’ Units	543,509,913	41,015,370	(13,983,268	)	570,542,015	653,497,815	42,890,198	(24,420,123	)	671,967,890

Class A	9,713	—	—		9,713	—	—	—		—
Class C	9,757	—	—		9,757	—	—	—		—

Total Sponsor’s Units	19,470	—	—		19,470	—	—	—		—

* Units issued on March 1, 2012

See notes to financial statements.

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(unaudited)


	Members’ Capital December 31, 2010		Subscriptions		Redemptions			Net Income (Loss)		Members’ Capital March 31, 2011		Members’ Capital December 31, 2011		Subscriptions		Redemptions			Net Income (Loss)			Members’ Capital March 31, 2012
Class A	$	109,814,969	$	13,996,216	$	(2,440,092	)	$	1,259,814	$	122,630,907	$	179,178,644	$	19,402,872	$	(5,641,582	)	$	(3,097,007	)	$	189,842,927
Class C	352,948,772		35,554,269		(7,502,124		)	3,151,631		384,152,548		495,110,458		45,265,689		(13,417,495		)	(9,721,279		)	517,237,373
Class D	138,000,547		7,474,997		(102,495		)	2,152,274		147,525,323		166,986,022		2,113,997		(58,905		)	(2,067,889		)	166,973,225
Class I	68,871,557		2,899,843		(4,063,577		)	838,563		68,546,386		89,030,337		3,542,576		(3,140,361		)	(1,366,046		)	88,066,506
Class DS	182,235,678		7,345,080		(5,758,140		)	2,724,045		186,546,663		154,664,303		—		(17,693,973		)	(1,793,690		)	135,176,640
Class DT	45,566,638		—		(3,670,999		)	746,922		42,642,561		34,131,627		—		(1,991,421		)	(367,133		)	31,773,073
Class M	—		—		—			—		—		—		825,000		—			(6,286		)	818,714

Total Members’ Interest	$	897,438,161	$	67,270,405	$	(23,537,427	)	$	10,873,249	$	952,044,388	$	1,119,101,391	$	71,150,134	$	(41,943,737	)	$	(18,419,330	)	$	1,129,888,458

Class A	$	16,602	$	—	$	—		$	186	$	16,788	$	—	$	—	$	—		$	—		$	—
Class C	15,545		—		—			135		15,680		—		—		—			—			—

Total Sponsor’s Interest	$	32,147	$	—	$	—		$	321	$	32,468	$	—	$	—	$	—		$	—		$	—

Total Members’ Capital	$	897,470,308	$	67,270,405	$	(23,537,427	)	$	10,873,570	$	952,076,856	$	1,119,101,391	$	71,150,134	$	(41,943,737	)	$	(18,419,330	)	$	1,129,888,458

* Units issued on March 1, 2012

See notes to financial statements.

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 (unaudited)

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			Class DT			Class M*
Per Unit Operating Performance:

Net asset value, beginning of period	$	1.7496		$	1.6344		$	1.7881		$	1.7846		$	1.7859		$	1.8666		$	1.0000

Net realized and net change in unrealized trading profit(loss)	(0.0114		)	(0.0107		)	(0.0117		)	(0.0117		)	(0.0117		)	(0.0123		)	(0.0057		)
Brokerage commissions	(0.0005		)	(0.0005		)	(0.0005		)	(0.0005		)	(0.0005		)	(0.0006		)	(0.0001		)
Interest income	(0.0001		)	(0.0001		)	(0.0001		)	(0.0001		)	(0.0001		)	(0.0001		)	(0.0000		)
Expenses	(0.0159		)	(0.0188		)	(0.0096		)	(0.0145		)	(0.0096		)	(0.0076		)	(0.0018		)

Net asset value, end of period	$	1.7217		$	1.6043		$	1.7662		$	1.7578		$	1.7640		$	1.8460		$	0.9924

Total Return: (a)

Total return before Performance fees	-1.60		%	-1.84		%	-1.23		%	-1.50		%	-1.23		%	-1.10		%	-0.76		%
Performance fees	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%
Total return after Performance fees	-1.60		%	-1.84		%	-1.23		%	-1.50		%	-1.23		%	-1.10		%	-0.76		%

Ratios to Average Members’ Capital:

Expenses (excluding Performance fees)	0.91		%	1.16		%	0.54		%	0.81		%	0.54		%	0.41		%	0.18		%
Performance fees	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%
Expenses (including Performance fees)	0.91		%	1.16		%	0.54		%	0.81		%	0.54		%	0.41		%	0.18		%

Net investment income (loss)	-0.92		%	-1.17		%	-0.54		%	-0.82		%	-0.54		%	-0.41		%	-0.18		%

(a) The total return calculations are based on compounded monthly returns and are calculated for each class taken as a whole. An individual members’ return may vary from these returns based on timing of capital transactions.

* Units issued on March 1, 2012

See notes to financial statements.

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 (unaudited)

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			Class DT
Per Unit Operating Performance:

Net asset value, beginning of period	$	1.6810		$	1.5862		$	1.6924		$	1.7078		$	1.6903		$	1.7532

Net realized and net change in unrealized trading profit(loss)	0.0407			0.0383			0.0410			0.0413			0.0409			0.0425
Brokerage commissions	(0.0004		)	(0.0004		)	(0.0004		)	(0.0004		)	(0.0004		)	(0.0005		)
Interest income	(0.0000		)	(0.0000		)	(0.0000		)	(0.0000		)	(0.0000		)	(0.0000		)
Expenses	(0.0218		)	(0.0245		)	(0.0155		)	(0.0204		)	(0.0155		)	(0.0125		)

Net asset value, end of period	$	1.6995		$	1.5996		$	1.7175		$	1.7283		$	1.7153		$	1.7827

Total Return: (a)

Total return before Performance fees	1.47		%	1.57		%	1.85		%	1.57		%	1.85		%	1.98		%
Performance fees	-0.37		%	-0.37		%	-0.37		%	-0.37		%	-0.37		%	-0.30		%
Total return after Performance fees	1.10		%	1.20		%	1.48		%	1.20		%	1.48		%	1.68		%

Ratios to Average Members’ Capital:

Expenses (excluding Performance fees)	1.17		%	0.82		%	0.54		%	0.82		%	0.54		%	0.42		%
Performance fees	0.37		%	0.37		%	0.37		%	0.37		%	0.37		%	0.29		%
Expenses (including Performance fees)	1.54		%	1.19		%	0.91		%	1.19		%	0.91		%	0.71		%

Net investment income (loss)	-1.54		%	-1.19		%	-0.91		%	-1.19		%	-0.91		%	-0.71		%

(a) 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.

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ML Winton FuturesAccess LLC (the “Fund”), a Merrill Lynch FuturesAccessSM 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 issues new units of limited liability company interest (“Units”) at Net Asset Value per Unit (see Item 2 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 “trading advisor”) 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. Merrill Lynch International Bank (“MLIB”) is the Fund’s forward contracts broker. Merrill Lynch is a wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation and its affiliates are sometimes referred to herein as “BAC”.

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

On March 1, 2012 the Fund opened Class M at $1.00 per Unit. The Class M Units are for Investors who are subscribing through a managed investment account program at MLPF&S and who satisfy other requirements as determined by the Sponsor from time to time. The Class M Units are not subject to an upfront sales commission and no ongoing compensation is paid to MLFPF&S as selling agent, and the Class M Units are not subject to Sponsor’s fees. However, a portion of the asset-based program fee applicable to a Managed Account, including the amounts invested in Class M Units, will be paid to the Managed Account’s Financial Advisor.

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.

In the opinion of management, these interim financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of the Fund as of March 31, 2012 and the results of its operations for the three months ended March 31, 2012 and 2011. However, the operating results for the interim periods may not be indicative of the results for the full year.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2011.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material.

2. CONDENSED SCHEDULES OF INVESTMENTS

The Fund’s investments, defined as net unrealized profit (loss) on open contracts on the Statements of Financial Condition, as of March 31, 2012 and December 31, 2011 are as follows:

March 31, 2012


	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts / Notional	Profit (Loss)			Members’ Capital		Contracts / Notional		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates

Agriculture	1,760	$	1,584,931		0.14	%	(2,175	)	$	471,088		0.04	%	$	2,056,019		0.18	%	April 12 - September 12
Currencies	4,326,696,589	1,202,409			0.11	%	(479,562,118	)	(5,606,243		)	-0.50	%	(4,403,834		)	-0.39	%	June 12
Energy	1,830	(3,873,871		)	-0.34	%	(436	)	1,775,420			0.16	%	(2,098,451		)	-0.18	%	April 12 - June 12
Interest rates	16,180	1,002,577			0.09	%	(1,168	)	(230,172		)	-0.02	%	772,405			0.07	%	May 12 - June 14
Metals	940	(3,712,726		)	-0.33	%	(1,087	)	1,163,440			0.10	%	(2,549,286		)	-0.23	%	May 12 - January 13
Stock indices	6,462	4,351,581			0.39	%	(89	)	56,973			0.01	%	4,408,554			0.40	%	April 12 - June 12

Total, net		$	554,901		0.06	%			$	(2,369,494	)	-0.21	%	$	(1,814,593	)	-0.15	%

December 31, 2011

	Long Positions						Short Positions
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts / Notional	Profit (Loss)			Members’ Capital		Contracts / Notional		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates

Agriculture	455	$	(577,480	)	-0.05	%	(3,058	)	$	(1,015,492	)	-0.09	%	$	(1,592,972	)	-0.14	%	January 12 - May 12
Currencies	943,881,325	2,270,098			0.20	%	(1,141,858,267	)	9,785,330			0.87	%	12,055,428			1.07	%	March 12
Energy	872	122,997			0.01	%	(1,231	)	1,091,984			0.10	%	1,214,981			0.11	%	January 12 - April 12
Interest rates	20,132	13,661,028			1.22	%	(1,105	)	(7,824		)	0.00	%	13,653,204			1.22	%	January 12 - March 14
Metals	1,169	(5,765,560		)	-0.52	%	(1,798	)	2,692,665			0.24	%	(3,072,895		)	-0.28	%	January 12 - November 12
Stock indices	1,661	912,247			0.08	%	(907	)	223,073			0.02	%	1,135,320			0.10	%	January 12 - March 12

Total, net		$	10,623,330		0.94	%			$	12,769,736		1.14	%	$	23,393,066		2.08	%

No individual contract’s unrealized profit or loss comprised greater than 5% of Members’ Capital as of March 31, 2012 and December 31, 2011.

3. FAIR VALUE OF INVESTMENTS

The Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) which provides 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. Profits or losses are realized when contracts are liquidated. Unrealized profits or losses on open contracts are included in equity in commodity trading account in the Statements of Financial Condition. Any change in net unrealized profit or loss from the preceding year is reported on the Statements 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.

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 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 and certain futures contracts.

The Fund’s net unrealized profit (loss) on open forward and futures contracts, by the above fair value hierarchy levels, as of March 31, 2012 and December 31, 2011 are as follows:

Net unrealized profit (loss)
on open contracts	Total			Level I			Level II			Level III

Futures
Long	$	(1,634,574	)	$	1,857,074		$	(3,491,648	)	$	—
Short	383,937			(779,503		)	1,163,440			—
	(1,250,637		)	1,077,571			(2,328,208		)	—

Forwards
Long	2,189,475			—			2,189,475			—
Short	(2,753,431		)	—			(2,753,431		)	—
	(563,956		)	—			(563,956		)	—

March 31, 2012	$	(1,814,593	)	$	1,077,571		$	(2,892,164	)	$	—

Net unrealized profit (loss)
on open contracts	Total			Level I		Level II			Level III

Futures
Long	$	11,582,152		$	12,969,837	$	(1,387,685	)	$	—
Short	11,563,114			8,808,172		2,754,942			—
	23,145,266			21,778,009		1,367,257			—

Forwards
Long	(958,822		)	—		(958,822		)	—
Short	1,206,622			—		1,206,622			—
	247,800			—		247,800			—

December 31, 2011	$	23,393,066		$	21,778,009	$	1,615,057		$	—

The Fund’s volume of trading forward and futures as of the period and year ended March 31, 2012 and December 31, 2011, respectively, are representative of the activity throughout these periods. There were no transfers to or from any level during the quarter ended March 31, 2012.

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 ASC guidance for accounting for derivative and hedging activities. The fair value amounts of and the net profits 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 total notional, contract amount or number of contracts and fair values of derivative instruments by contract type/commodity sector are disclosed in Note 2, above.

The following table indicates the trading profits and losses, before brokerage commissions, by commodity industry sector, on derivative instruments for each of the three month periods ended March 31, 2012 and 2011.

	For the three months ended			For the three months ended
	March 31, 2012			March 31, 2011
Commodity Industry Sector	profit (loss) from trading, net			proft (loss) from trading, net

Agriculture	$	(4,190,707	)	$	5,005,038
Currencies	(27,034,843		)	(1,372,989		)
Energy	12,478,657			14,354,574
Interest rates	(7,090,944		)	(3,998,706		)
Metals	(5,784,147		)	2,880,455
Stock indices	23,933,903			5,711,991

Total, net	$	(7,688,081	)	$	22,580,363

The Fund is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse MLPF&S or other BAC entities. 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 types of 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 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 which consist simply of the ongoing process of trading advisor monitoring, along with monitoring the market risk controls being applied by Winton is sufficient to detect if any such intervention if needed.

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 (but not universally) 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 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 (loss) on open contracts, if any, included in the Statements of Financial Condition. The Fund attempts to mitigate this risk by dealing exclusively with BAC entities as clearing brokers.

The Portfolio Fund, in its normal course of business, enters into various contracts, with MLPF&S acting as its commodity broker and MLIB as its foreign currency forward counterpart. Pursuant to the arrangements with MLPF&S and MLIB (which each includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S or MLIB, respectively, the receivables and payables are offset and reported as unrealized profit or loss on open futures contracts for MLPF&S and as unrealized gain or loss on forward contracts for MLIB on 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.

5. RELATED PARTY TRANSACTIONS

Financial Data Services, Inc. (the “Transfer Agent”), a related party of Merrill Lynch through MLAI performs the transfer agent and investor services functions for the Fund. The agreement with the transfer agent calls for a fee to be paid based on the collective net asset of funds managed or sponsored by MLAI with the minimum annual fee of $2,700,000. The fee rate ranges from 0.016% to 0.02% based on aggregate net assets. MLAI allocates the Transfer Agent fees to each of the managed/sponsored funds on a monthly basis based on the Fund’s net assets and the fee is payable monthly in arrears. The Transfer Agent fee, which ranged between 0.018% and 0.02% of aggregate asset level, allocated to the Fund for the quarter ended March 31, 2012 amounted to $57,746, of which $39,993 was payable to the Transfer Agent as of March 31, 2012.

6. SUBSEQUENT EVENTS

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

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

MONTH-END NET ASSET VALUE PER UNIT

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and to report performance to investors throughout the period is a useful performance measure for the investors of the Fund. Therefore, the charts below referencing Net Asset Value and performance measurements are based on the Net Asset Value for financial reporting purposes.

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, and any

operating costs and other liabilities of the Fund. MLAI is authorized to make all Net Asset Value determinations.

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A

	Jan.		Feb.		Mar.
2011	$	1.6790	$	1.7029	$	1.6995
2012	$	1.7560	$	1.7371	$	1.7217

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C

	Jan.		Feb.		Mar.
2011	$	1.5830	$	1.6041	$	1.5996
2012	$	1.6390	$	1.6200	$	1.6043

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D

	Jan.		Feb.		Mar.
2011	$	1.6925	$	1.7187	$	1.7175
2012	$	1.7969	$	1.7798	$	1.7662

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I

	Jan.		Feb.		Mar.
2011	$	1.7063	$	1.7311	$	1.7283
2012	$	1.7916	$	1.7730	$	1.7578

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DS

	Jan.		Feb.		Mar.
2011	$	1.6905	$	1.7166	$	1.7153
2012	$	1.7947	$	1.7776	$	1.7640

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT

	Jan.		Feb.		Mar.
2011	$	1.7540	$	1.7834	$	1.7827
2012	$	1.8769	$	1.8594	$	1.8460

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS M

	Jan.	Feb.	Mar.
2012	n/a	n/a	$	0.9924

Liquidity and Capital Resources

The Fund does not engage in the sale of goods or services. The Fund’s assets generally are its (i) equity in its trading account, consisting of cash (including restricted cash), and unrealized profit net of unrealized losses and (ii) interest receivable. Because of the low margin deposits normally required in commodity futures trading relatively small price movements may result in substantial losses to the Fund. While substantial losses could lead to a material decrease in liquidity, no such material losses occurred during the first quarter of 2012 and there was no impact on the Fund’s liquidity.

The Fund’s capital consists of the capital contributions of the members as increased or decreased by profits or losses on trading, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2012, Fund capital increased 0.96% from $1,119,101,391 to $1,129,888,458. This increase was attributable to the net loss from operations of $18,419,330, coupled with the redemption of 24,420,123 Redeemable Units resulting in an outflow of $41,943,737. The cash outflow was offset with cash inflow of $71,150,134 due to subscriptions of 42,890,198 Units. Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent months.

Critical Accounting Policies

Statement of Cash Flows

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

Investments

All investments (including derivatives) are held for trading purposes. Investments are recorded on trade date and open contracts are recorded at fair value (as 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. Profits or losses are realized when contracts are liquidated. Unrealized profits or losses on open contracts are included as a component of equity in a commodity trading account on the Statements of Financial Condition. Realized profits or losses and any change in net unrealized profits or losses from the preceding period are reported in the Statements of Operations.

Cash and Cash Equivalents

The Fund considers all highly liquid investments, with a maturity of three months or less when acquired, to be cash equivalents. As of March 31, 2012 the Fund holds no cash equivalents. Cash was held at a nationally recognized financial institution.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For more information on the Fund’s treatment of fair value, see Note 3, Fair Value of Investments.

Futures Contracts

The Fund trades listed futures contracts. A listed futures contract is a firm commitment to buy or sell a standardized quantity of an underlying asset over a specified duration. The Fund buys and sells contracts based on indices of financial assets such as stocks, domestic and global stock indices, as well as contracts on various physical commodities. Prices paid or received on these contracts are determined by the ask or bid provided by the exchanges on which they are traded. Contracts may be settled in physical form or cash settled depending upon the contract. Upon the execution of a trade, margin requirements determine the amount of cash that must be on deposit to secure the transaction. These amounts are considered restricted cash on the Fund’s Statement of Financial Condition. Contracts are priced daily by the Fund and the profit or loss based on the daily mark to market are recorded as unrealized profits. When the contract is closed, the Fund records a realized profit or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Because transactions in futures contracts require participants to make both initial margin

deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited. Realized profits (losses), net and changes in unrealized profits (losses), net on futures contracts are included in the Statements of Operations. The Fund also trades futures contracts on the London Metals Exchange (LME). The valuation pricing for LME contracts is based on action of a committee that incorporates prices from the most liquid trading sessions of the day and can also rely on other inputs such as supply and demand factors and bid and asks from open outcry sessions.

Forward Foreign Currency Contracts

Foreign currency contracts are those contracts where the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Fund’s net equity therein, representing unrealized profit or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized profits (losses) and changes in unrealized profits (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations.

Interest Rates and 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.

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 is the major tax jurisdiction for the Fund and the earliest tax year subject to examination: United States — 2008.

Reform Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) was signed into law on July 21, 2010. The Reform Act enacts financial regulatory reform, and may alter the way in which the Fund conducts certain trading activities. The Reform Act includes measures to broaden the scope of derivative instruments subject to regulation, including by requiring clearing and exchange trading of certain derivatives, imposing new capital and margin reporting, registration and business conduct

requirements for certain market participants and imposing position limits on certain over-the-counter derivatives. The Reform Act grants the U.S. Commodity Futures Trading Commission and the Securities and Exchange Commission substantial new authority and requires numerous rulemakings by these agencies. The ultimate impact of these derivatives regulations, and the time it will take to comply, remains uncertain. The final regulations may impose additional operational and compliance costs on the Fund.

Results of Operations

January 1, 2012 to March 31, 2012

January 1, 2012 to March 31, 2012

The Fund experienced a net trading loss of $7,688,081 before brokerage commissions and related fees in the first quarter of 2012. The Fund’s profits were primarily attributable to the stock indices and energy sectors posting profits. The agriculture, metals, interest rates and currency sectors posted losses.

The stock indices sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter as global stock markets began the year with a rally, suggesting a general sense of optimism over the concerns in Europe. Profits were posted to the Fund in the middle of the quarter due to the Trading program’s long positions in the stock indices. The rally in equity markets that started in the middle of December continued in February, with the S&P 500 Index climbing back to the highs that it made last year. Profits were posted to the Fund at the end of the quarter wherein the S&P 500 continued its ascent.

The energy sector posted profits to the Fund. Profits were posted to the Fund at the beginning through the middle of the quarter. The price of crude oil increased in February which was likely related to speculation over the impact of the EU extending its embargo on Iranian Oil imports, to ban ship insurance on certain Middle Eastern routes. The Fund’s profits were the result of the Trading program having long positions in energies. Profits were posted to the Fund at the end of the quarter. The price of Brent Crude oil did not increase substantially in March, but as a result of gains earlier in the year, it is at levels not seen since 2008.

The agriculture sector posted losses to the Fund. Losses were posted to the Fund at the beginning through the middle of the quarter due to global volatility in the markets which were offset by profits posted to the Fund at the end of the quarter.

The metals sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter due to losses in base metals which continued throughout the quarter.

The interest rate sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the quarter. Government bonds rallied in the second half of January, with U.S. 5 year yields reaching record lows in response to the U.S. Federal Reserve indicating that interest rates would remain low. Losses were posted to the Fund in the middle through the end of the quarter. March saw some significant falls in Government Bonds, with U.S. 10 year notes reaching levels not seen since October last year.

The currency sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter. Losses were posted to the Fund in the middle of the quarter due to the Trading program’s short positions in the Euro and long positions in the Japanese yen. Losses were posted to the Fund at the end of the quarter.

January 1, 2011 to March 31, 2011

January 1, 2011 to March 31, 2011

The Fund experienced a net profit of $22,580,363 before brokerage commissions and related fees in the first quarter of 2011. The Fund’s profits were primarily attributable to energy, stock indices, agriculture and the metals sectors posting profits. The currencies and interest rates sectors posted losses.

The energy sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter as concerns over the unfolding situation in Egypt pushed Brent Crude oil above $100 a barrel, at one point taking it to a historically significant $12 premium over West Texas Intermediate Crude futures. Profits were posted to the Fund in the middle of the quarter as rising tensions in the Middle East and the resignation of the Egyptian President Mubarak were the initial driving force of the change of mood in the market, while the highly unstable political situation in OPEC producer Libya has pushed the price of crude oil up to levels not seen since 2008. Profits continued to be posted to the Fund at the end of the quarter as the energy sector was the top performing sector.

The stock indices sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter as equity markets continued their rally from the 2010 year end. Profits continued to be posted to the Fund in the middle of the quarter. The upwards trend in the Standard & Poor’s 500 that started in October 2010 was punctuated by a sharp reversal during the end of February. Losses were posted to the Fund at the end of the quarter. Losses in March were concentrated in the stock indices sector, where the trading program held long positions. The nadir in the Japanese equity markets came on the Tuesday after the earthquake, when the Nikkei futures were at one point down 17%.

The agriculture sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter as the trading program focused on crops. Cotton broke its high of the last 30 years in February before advancing above $2 to mark a new high which was not enough to offset losses posted to the Fund. Events in the markets were dominated in March by the natural disaster in Japan resulting in losses posted to the Fund at the end of the quarter.

The metals sector posted profits to the Fund. Gold was a barometer of fear in the markets, as it fell in January resulting in losses posted to the Fund at the beginning of the quarter. Profits were posted to the Fund in the middle of the quarter as Silver went above $30 per troy ounce, a price level not reached since 1981. Profits were made in precious metals but not enough to offset losses from the trading program’s long positions in base metals resulting in losses posted to the Fund at the end of the quarter.

The currency sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter due to volatility in global markets. Profits were posted to the Fund in the middle through the end of the quarter. The Japanese yen marked a post-war high in March with a 4% intraday profit, prompting the G7 (Canada, France, Germany, Italy, Japan, United Kingdom and the United States) to intervene by selling the Japanese yen. Reactions in other global markets were muted by comparison, and the Fund recovered its losses.

The interest rate sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the quarter. The surprise announcement of a final quarter fall in the United Kingdom Gross Domestic Product calm seemed to return to the Eurozone, where the European Financial Stability Facility’s inaugural bond issue was nine times oversubscribed. Losses were posted to the Fund in the middle

through the end of the quarter. The Funds exposure to Japan in March resulted in losses consisting of the 0.08% in Japanese government bonds.

The Fund has no applicable off-balance sheet arrangements or tabular disclosure of contractual obligations of the type described in Items 303(a)(4) and 303(a)(5) of Regulation S-K.

Item 3. 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 currency 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.

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 period. For the three months ended March 31, 2012 and 2011, the Fund’s average Month-end Net Asset Value was approximately $1,130,877,248 and $927,405,923, respectively.

March 31, 2012

	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk

Agriculture	$	9,463,987	0.84	%	$	10,131,151	$	8,981,742
Currencies	20,271,130		1.79	%	21,700,144		19,238,197
Energy	9,659,304		0.85	%	10,340,237		9,167,106
Interest Rates	3,555,430		0.31	%	3,806,070		3,374,260
Metals	11,734,527		1.04	%	12,561,752		11,136,584
Stock Indices	20,292,861		1.79	%	21,723,407		19,258,821

TOTAL	$	74,977,239	6.62	%	$	80,262,761	$	71,156,710

March 31, 2011

	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk

Agriculture	$	4,217,968	0.45	%	$	4,606,342	$	3,905,033
Currencies	14,404,141		1.55	%	15,730,419		13,335,484
Energy	6,833,342		0.74	%	7,462,530		6,326,370
Interest Rates	4,176,856		0.45	%	4,561,445		3,866,971
Metals	2,289,174		0.25	%	2,499,953		2,119,338
Stock Indices	14,919,630		1.61	%	16,293,373		13,812,729

TOTAL	$	46,841,111	5.05	%	$	51,154,062	$	43,365,925

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 and MLIB

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. 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 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 March 31, 2012, 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 to S&P 500, Euro Stoxx and NASDAQ 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 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, cocoa and corn accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of March 31, 2012.

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.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Fund as of March 31, 2012.

Foreign Currency Balances

The Fund’s primary foreign currency balances are in Swedish Krona and Hong Kong dollar.

U.S. Dollar Cash Balance

The Fund holds U.S. dollars in cash at MLPF&S and MLIB. 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.

Item 4. Controls and Procedures

MLAI, the Sponsor of ML Winton FuturesAccess LLC, with the participation of the Sponsor’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934) with respect to the Fund as of the end of the period covered by this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective. No change in internal control over financial reporting (in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934) occurred during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There are no material changes from risk factors as previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 23, 2012.

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

(a) Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 thereunder. The selling agent of the Units was MLPF&S.

CLASS A

ML Winton FuturesAccess LLC - FORM 10-Q - May 11, 2012

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