This amendment is made as of July 20, 2018 (the “Amendment”) among ML WINTON FUTURESACCESS^SM LLC, a Delaware limited liability company (the “Onshore Fund”), WNTN FUTURESACCESS^SM LTD., a Cayman Islands exempted company (the “Offshore Fund”), MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC, a Delaware limited liability company (the “Manager”) and WINTON CAPITAL MANAGEMENT LIMITED (the “Trading Advisor”) (the Onshore Fund, the Offshore Fund, the Manager and the Trading Advisor are jointly referred to as the “Parties”).  Capitalized terms not otherwise defined herein have those meanings set forth in the Agreement (as defined below).

WHEREAS, the Parties entered into an Amended and Restated Advisory Agreement dated as of February 27, 2015, as further amended by the amendments dated April 30, 2015 and February 1, 2018 (together, the “Agreement”);

WHEREAS, as of January 31, 2015, Offshore Fund no longer invests directly in a managed account with the Trading Advisor, but instead acts as a “feeder fund,” investing its assets in the Onshore Fund in exchange for units in the Onshore Fund designated as “Class DI Units”;

WHEREAS, effective as of the date hereof, the Letter Agreement shall be terminated with respect to the Offshore Fund; and

WHEREAS, the Parties wish to amend the Agreement with effect from the date set forth above, save where otherwise specified below; and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:

1.

The Parties hereby agree that, effective as of the date hereof, the Agreement shall be terminated with respect to the Offshore Fund such that the Offshore Fund shall no longer be a party to the Agreement.  The Parties hereby waive any applicable notice requirement set forth in the Agreement with respect to such termination.  For the avoidance of doubt, the Agreement, as amended hereby, shall continue in full force and effect with respect to the Onshore Fund, the Manager and the Trading Advisor.  All references in the Agreement to the “Funds” shall be deemed to refer to only the Onshore Fund and all references in the Agreement to the Offshore Fund shall be deemed deleted.

2.	With effect from September 1, 2017, Section 5 is hereby deleted and replaced with the following Section 5:

in each case, for the avoidance of doubt, such aggregate gross asset value being calculated prior to reduction for any accrued Incentive Fees (as defined below) or for the Management Fee being calculated.  Such Management Fee shall be pro rated in the case of partial calendar months, but shall not be subject to rebate once paid.

For the avoidance of doubt, Class F and Class F-1 Units were initially offered as of three subscription dates: May 1, 2013; May 16, 2013; and June 1, 2013.  Following this initial offering period, only investors who subscribed for Class F or Class F-1 Units during the initial offering period and continue to hold such Units will be permitted to make additional subscriptions to these Classes as determined by the Manager in its sole discretion.”

3.	With effect from September 1, 2017, Section 6 is hereby deleted and replaced with the following Section 6:

to the Trading Advisor free and clear of any liens, claims, charges or encumbrances or any other interest of the Manager, Onshore Fund or any third party (the “Arrangement”). Consequently, the Trading Advisor will not treat such Overpayment as client money subject to the FCA Rules contained in Chapter 7 of the Client Assets Sourcebook (“Client Money Rules”). The Manager may at any time by notice to the Trading Advisor request the redelivery of an equivalent amount of cash to the Overpayment. The Trading Advisor will as soon as reasonably practicable respond to such a redelivery request in writing to the Manager and will specify in such response (i) whether or not the Trading Advisor agrees with the request; and (ii) where the Trading Advisor agrees to such redelivery, the date on which termination of the Arrangement will take effect (which shall not be more than 5 business days following the date of such written response).  The Trading Advisor will agree to the termination of the Arrangement if it is satisfied that the Onshore Fund has met all of its outstanding fee obligations to the Trading Advisor. In such circumstances, the Trading Advisor will transfer an equivalent amount of cash equal to the Overpayment to the Onshore Fund within one business day following the termination of the Arrangement. Title to any cash which is due for redelivery to the Onshore Fund will not revert to the Onshore Fund until the termination of the Arrangement and the Trading Advisor will not treat such cash as client money under the Client Money Rules, provided that such cash is delivered to the Onshore Fund within one business day following the termination of the Arrangement. The Manager acknowledges that any cash held by the Trading Advisor pursuant to this Section will not be subject to the protections conferred by the Client Money Rules and, as a consequence, such cash will not be segregated from the Trading Advisor’s own cash and will be used by the Trading Advisor in the course of its business and the Onshore Fund will rank only as one of the Trading Advisor’s general creditors in respect of such cash.”

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IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned on the day and year first written above.

	ML WINTON FUTURESACCESSSM LLC
	By:	Merrill Lynch Alternative Investments LLC, Manager
	By:	/s/ Ninon Marapachi
		Name:	Ninon Marapachi
		Title:	Vice President of MLAI