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EX-3.02(III) - ML Winton FuturesAccess LLCefc15-522_ex302iii.htm
EX-3.02(II) - ML Winton FuturesAccess LLCefc15-522_ex302ii.htm
EX-3.02(I) - ML Winton FuturesAccess LLCefc17-522_ex302i.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):                                                                                                                 September 1, 2017
 
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
250 Vesey Street, 11th Floor
New York, NY 10281
(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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
(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) provide 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 Sponsor’s 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 Sponsor’s 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 Sponsor’s 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.
 
 
 

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