EXHIBIT 10.02


                     ML FUTURESACCESSSM ADVISORY AGREEMENT


                                     among


                        ML WINTON FUTURESACCESS/SM/ LLC
                       ML WINTON FUTURESACCESS/SM/ LTD.




                   MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC


                                      and


                       WINTON CAPITAL MANAGEMENT LIMITED


















                           Dated as of May 26, 2004


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                    ML FUTURESACCESS/SM/ ADVISORY AGREEMENT


                               Table of Contents
                               -----------------

Section                                                                   Page
-------                                                                   ----

1.    Undertakings of the Trading Advisor in Connection with Offering........2
2.    Duties of the Trading Advisor..........................................3
3.    Trading Advisor Independent............................................5
4.    Commodity Broker; Floor Brokers........................................6
5.    Management Fee.........................................................7
6.    Incentive Fee..........................................................7
7.    Term and Termination...................................................8
8.    Right to Advise Others; Uniformity of Acts and Practices...............8
9.    Additional Undertakings by the Trading Advisor.........................9
10.   Representations and Warranties.........................................9
11.   Entire Agreement......................................................12
12.   Indemnification.......................................................12
13.   Assignment............................................................14
14.   Amendment; Waiver.....................................................14
15.   Severability..........................................................14
16.   Notices...............................................................14
17.   Governing Law.........................................................15
18.   Consent to Jurisdiction...............................................15
19.   Remedies..............................................................15
20.   Survival..............................................................15
21.   Counterparts..........................................................15
22.   No Waiver.............................................................15
23.   Rules of Interpretation...............................................16
24.   Binding Effect; Benefit; Third-Party Beneficiary......................17
25.   Confidentiality.......................................................17
26.   Advisers Act Compliance...............................................17

---------------

Appendix A -- List of Commodity Interests Traded by
              Trading Advisor.............................................A-1

Appendix B -- Commodity Trading Authority.................................B-1




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                    ML FUTURESACCESS/SM/ ADVISORY AGREEMENT

            THIS ADVISORY AGREEMENT (the "Agreement"), made as of this __ day
of April, 2004, among ML WINTON FUTURESACCESS/SM/ LLC, a Delaware limited
liability company, ML WINTON FUTURESACCESS/SM/ LTD., a Cayman Islands exempted
company (the "Onshore Fund" and the "Offshore Fund," respectively, and
collectively, the "Fund"), MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC, a
Delaware limited liability company (the "Manager"), and WINTON CAPITAL
MANAGEMENT LIMITED (the "Trading Advisor");

                             W I T N E S S E T H:
                             - - - - - - - - - -

            WHEREAS, the Fund is one of the "family" of privately-offered
managed futures funds sponsored by the Manager as part of the "ML
FuturesAccess/SM/ Program," which provides for investors to invest in, and
exchange their investments among, different funds in the ML FuturesAccess/SM/
Program (each of which is currently a single-advisor fund), as well as among
the various "hedge funds" in the ML HedgeAccess/SM/ Program (the ML
FuturesAccess/SM/ Program and the ML HedgeAccess/SM/ Program being
collectively referred to as the "Program");

            WHEREAS, the Fund has been formed in order to trade, buy, sell or
otherwise acquire, hold or dispose of forward contracts, futures contracts for
commodities, financial instruments and currencies, rights pertaining thereto
and options thereon or on physical commodities and engage in all activities
incident thereto (the foregoing forms of investment being collectively
referred to herein as "commodity interests") under the direction of the
Trading Advisor;

            WHEREAS, the Onshore Fund intends, subject to the terms and
conditions set forth herein, to offer units of limited partnership interest in
the Fund ("Units") for sale to investors in an offering exempt from
registration under the Securities Act of 1933, as amended (the "1933 Act"), as
described in the Onshore Fund's Confidential Private Placement Offering
Memorandum, as amended from time to time (the "Onshore Memorandum"), which has
been filed with the Commodity Futures Trading Commission (the "CFTC") and the
National Futures Association (the "NFA") pursuant to the Commodity Exchange
Act, as amended (the "CEA"), the commodity pool operator and commodity trading
advisor regulations promulgated under the CEA by the CFTC (the "Commodity
Regulations"), and NFA rules promulgated under the CEA (the "NFA Rules");

            WHEREAS the Offshore Fund intends, subject to the terms and
conditions set forth herein, to offer redeemable participating shares
("Shares"; and collectively with the Units, "Interests") for sale exclusively
to Non-"United States persons," pursuant to Regulation S under the 1933 Act,
as described in the Offshore Fund's Confidential Offering Memorandum, as
amended from time to time (the "Offshore Memorandum," and collectively, with
the Onshore Memorandum, the "Memorandum"). The Manager has filed a Form 18-96
Notice with the NFA exempting the Offshore Fund from filing the Offshore
Memorandum with the CFTC or NFA;

            WHEREAS, the Manager acts as manager of the Fund;


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            WHEREAS, the Trading Advisor is engaged in the business of, among
other things, making trading decisions on behalf of investors in the purchase
and sale of certain commodity interests;

            WHEREAS, the Manager has sponsored the Fund in order that the
Trading Advisor, upon the terms and conditions set forth herein, act as the
trading advisor for the Fund, making commodity interests investment decisions
for the Fund on a discretionary basis; and

            WHEREAS, the Trading Advisor is willing to manage the Fund's
commodity interests trading.

            NOW, THEREFORE, the parties hereto do hereby agree as follows, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in entering into this Agreement the parties intend to
be legally bound:

            1.    Undertakings of the Trading Advisor in Connection with
Offering.

            (a)   Trading Advisor to Provide Current Information. The Trading
Advisor agrees to use its reasonable best efforts to cooperate with the Fund
and the Manager in preparing the Memorandum, including without limitation by
providing, as promptly as may be reasonably practicable, all information (if
any) regarding the Trading Advisor, its "principals," "trading principals,"
and "trading program" (each of the foregoing as defined in Section 4.10 of the
Commodity Regulations) and "affiliates" (as defined in the Securities Act)
which the Manager reasonably believes to be necessary or advisable to include
in the Memorandum.

            (b)   Solicitation Material; "Roadshow" Participation. None of the
Trading Advisor and its affiliates, and their respective owners, principals,
directors, officers, employees, representatives or controlling persons
("Trading Advisor Parties") shall use, publish, circulate or distribute the
Memorandum or any related solicitation material nor shall any Trading Advisor
Party engage in any marketing, sales or promotional activities in connection
with the offering of Interests, except as may be requested by the Manager.

            (c)   The Trading Advisor Parties will, to the extent reasonably
regulated by the Manager, participate in "road shows," seminars, presentations
and other marketing activities relating to the Fund as reasonably requested by
the Manager, such participation to be at the expense of the Trading Advisor.

            (d)   Performance Information.

            (i)   At all times while any of the Interests continue to be
      offered, the Trading Advisor, at its own expense, shall promptly provide
      the Fund and the Manager with complete and accurate performance
      information (in form and substance consistent with Sections 4.25 and
      4.35 of the Commodity Regulations and with the NFA Rules) reflecting the
      actual performance of the accounts directed by the Trading Advisor up to
      the latest practicable date (consistent with Sections 4.25 and 4.35 of
      the Commodity Regulations), together with any reports or letters
      relating to such performance data received from accountants and in the
      possession of the Trading Advisor.


                                       2
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            (ii)  The Manager acknowledges receipt, on behalf of both itself
      and the Fund, of all disclosure documents required to be delivered by
      the Trading Advisor Parties pursuant to applicable Commodity Regulations
      or NFA Rules.

            (e)   Access to Books and Records. Upon reasonable notice to the
Trading Advisor, Merrill Lynch shall have the right to have access to the
Trading Advisor's offices in order to inspect and copy such books and records
during normal business hours as Merrill Lynch may reasonably deem necessary in
connection with the transactions contemplated hereby (in each case, subject to
such restrictions as the Trading Advisor may reasonably deem necessary or
advisable so as to preserve the confidentiality of proprietary information).

            (f)   General Assistance.

            (i)   The Trading Advisor acknowledges and agrees that Merrill
      Lynch will be expending substantial resources in preparing the Fund for
      marketing as well as in marketing the Interests. The Trading Advisor
      agrees to cooperate with Merrill Lynch in doing so to the fullest extent
      reasonably practicable.

            (ii)  In consideration of Merrill Lynch's reliance on the Trading
      Advisor's availability and ability to manage the Fund, the Trading
      Advisor agrees promptly to notify the Manager in the event that the
      Trading Advisor has any reason to believe that the Trading Advisor may
      not be able or willing to do so to the full extent set forth herein.

            (iii) The Trading Advisor agrees not to accept other client
      capital or accounts, if doing so could reasonably be expected to impair
      the Trading Advisor's ability to manage the Fund as contemplated by the
      Memorandum, assuming that the Fund has a minimum capitalization of $500
      million.

            (iv)  The Trading Advisor will assist the Manager, at the
      Manager's reasonable request, with the Manager's "anti-money laundering"
      and all related obligations.

            (v)   The Trading Advisor acknowledges that the Manager is
      registered as an "investment adviser" with the Securities and Exchange
      Commission and agrees to take such steps as the Manager may reasonably
      request to ensure that the Fund is operated in full compliance with the
      Investment Advisers Act of 1940 (the "Advisers Act").

            2.    Duties of the Trading Advisor.

            (a)   Trading for the Fund. The Trading Advisor shall act as a
trading advisor for the Fund. The Trading Advisor, the Manager and the Fund
agree that in managing the Fund, the Trading Advisor shall implement the
trading program and strategies (the "Trading Program") described in the
Memorandum. The Trading Advisor shall have sole and exclusive authority and
responsibility for directing the Fund's trading, subject to the Manager's
fiduciary authority to intervene to overrule or unwind trades if the Manager
deems that doing so is necessary or advisable for the protection of the Fund.
The Fund or the Manager may also override the trading instructions of the
Trading Advisor to the extent necessary: (i) to fund any distributions or
redemptions of Interests to be made by the Fund; (ii) to pay the Fund's
expenses; and/or (iii) to comply with speculative position limits; provided
that the Fund and the Manager shall permit the


                                       3
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Trading Advisor three days in which to liquidate positions for the purposes
set forth in clauses (i)-(ii) prior to exercising its override authority. The
Trading Advisor will have no liability for the results of any of the Manager's
interventions in (i)-(ii), above.

            The Trading Advisor shall give the Fund prompt written notice of
any proposed material change in the Trading Program or the manner in which
trading decisions are to be made or implemented and shall not make any such
proposed material change without the Manager's consent. The addition and/or
deletion of commodity interests from the Fund's portfolio managed by the
Trading Advisor shall not be deemed a change in the Trading Advisor's trading
approach and prior written notice to the Fund or the Manager shall not be
required therefor, except as set forth in Section 2(b) below.

            (b)   List of Commodity Interests Traded by the Trading Advisor.

            (i)   The Trading Advisor shall provide the Fund and the Manager
      with a complete list of commodity interests which it intends to trade on
      the Fund's behalf. All commodity interests other than regulated futures
      contracts and options on regulated futures contracts traded on a
      qualified board or exchange in the United States shall be listed on
      Appendix A to this Agreement. The addition of commodity interests (other
      than forward contracts on foreign currencies) to the Fund's portfolio
      managed by the Trading Advisor as set forth in Appendix A to this
      Agreement shall require prior written notice to the Fund or the Manager
      and an amendment to Appendix A.

            (ii)  The Trading Advisor acknowledges and agrees that U.S.
      investors are prohibited from trading in certain instruments -- for
      example, certain "contracts for differences," and certain non-U.S. stock
      index futures and related options. The Trading Advisor agrees not to
      trade any such instruments for the Onshore Fund, as well as for the
      Offshore Fund, should the Manager so request.

            (c)   Speculative Position Limits.

            (i)   To the extent that the Trading Advisor's trading is subject
      to speculative position limits or other comparable capacity limitations,
      the Trading Advisor agrees that it will reserve for the Fund sufficient
      trading capacity that the Fund's trading would be unrestricted by such
      limits were the Fund's capital to total $500 million. The Trading
      Advisor also agrees to consult with the Manager in the event that,
      notwithstanding the undertaking in the preceding sentence, the Manager
      believes that speculative position limits or comparable capacity
      restrictions may affect the Trading Advisor's strategy on behalf of the
      Fund.

            (ii)  If the Trading Advisor (either alone or aggregated with the
      positions of any other person, if such aggregation shall be required by
      the CEA, the CFTC or any other regulatory authority having jurisdiction)
      shall exceed or be about to exceed applicable limits in any commodity
      interest traded for the Fund, the Trading Advisor shall immediately take
      such action as the Trading Advisor may deem fair and equitable to comply
      with the limits, and shall immediately deliver to the Fund a written
      explanation of


                                       4
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      the action taken to comply with such limits. If such limits are exceeded
      by the Fund, the Manager may require the Trading Advisor to liquidate
      positions as required.

            (d)   No Authority to Invest Assets Held in Securities and Cash.
The Fund and the Manager, and not the Trading Advisor, shall have the sole and
exclusive authority and responsibility with regard to the investment,
maintenance and management of the Fund's assets other than in respect of the
Trading Advisor's trading of the Fund's assets in commodity interests.

            (e)   Trading Authorization. Prior to the Fund commencing
operations, the Fund shall deliver to the Trading Advisor a trading
authorization in the form of Appendix B hereto appointing the Trading Advisor
as an agent of the Fund and attorney-in-fact for such purpose.

            (f)   Delivery of Disclosure Documents and Reports. The Trading
Advisor shall, during the term of this Agreement, deliver to the Fund copies
of all disclosure documents and reports to investors prepared by the Trading
Advisor promptly following preparation of such disclosure documents or
reports.

            (g)   Trade Reconciliations. The Trading Advisor acknowledges its
obligation to review its commodity interest positions on a daily basis and to
notify the Fund and the Manager promptly of any errors committed by the
Trading Advisor or any trade which the Trading Advisor believes was not
executed in accordance with its instructions and which cannot be promptly
resolved.

            (h)   Onshore and Offshore Fund Trading Accounts. At the request
of the Manager, the Trading Advisor agrees to trade separate accounts for each
of the Onshore and the Offshore Funds, a single account for both or any
combination of the two, as the case may be.

            (i)   Trade Information. The Trading Advisor shall use reasonable
efforts to provide trade information to OMR Systems by electronic file by 4:30
p.m. on the date of any trade made on behalf of the Fund.

            (j)   Letter Agreement. As of the date hereof, the Manager,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and the
Trading Advisors are entering into a Letter Agreement (the "Letter Agreement")
setting forth the legally binding agreements with respect to certain matters
relating to the organization and marketing of the Fund. This Agreement, which
deals primarily with the Trading Advisor's management of the Fund's trading,
is to be read and interpreted in conjunction with the Letter Agreement, and
vice versa.

            (k)   No Guarantee of Profits. The Fund and the Manager both
specifically acknowledge that in agreeing to manage the Fund, the Trading
Advisor is in no respects making any guarantee of profits or of protections
against loss, but it is undertaking to use reasonable best efforts to trade
profitably on behalf of the Fund.

            3.    Trading Advisor Independent. For all purposes of this
Agreement, the Trading Advisor shall be deemed to be an independent contractor
and shall have no authority to act for or represent the Fund in any way and
shall not otherwise be deemed to be an agent of the


                                       5
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Fund. Nothing contained herein shall create or constitute the Trading Advisor
and any other trading advisor for the Fund, the Fund or the Manager as a
member of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, nor shall be deemed to
confer on any of them any express, implied, or apparent authority to incur any
obligation or liability on behalf of any other. The parties acknowledge that
the Trading Advisor has not been an organizer or promoter of the Fund.

            4.    Commodity Broker; Floor Brokers

            (a)   (i) Clearing of All Trades. The Trading Advisor shall clear
orders for all commodity interest transactions for the Fund through such
commodity broker or brokers as the Fund shall designate from time to time in
its sole discretion (the Fund currently so designating Merrill Lynch). The
Trading Advisor will not, without the consent of the Manager, trade on a "give
up" basis through floor brokers not affiliated with Merrill Lynch. The Manager
will review and approve or disapprove all executing brokers proposed by the
Trading Advisor for the Fund's account. If an executing broker is approved,
the Fund will not hold the Trading Advisor liable for any error or breach of
contract by any such executing broker, barring negligence, misconduct or bad
faith on the part of the Trading Advisor. Irrespective of whether floor
brokers unaffiliated with Merrill Lynch receive the Manager's consent to
execute trades on behalf of the Fund, all such trades will be "given-up" to be
carried by Merrill Lynch. The Trading Advisor shall receive copies of all
daily and monthly brokerage statements for the Fund directly from Merrill
Lynch.

            (ii)  The Fund will be subject to round turn commission rates as
      determined from time to time by Merrill Lynch and consistent with
      disclosures made to investors.

            (b)   Forward Trading.

            (i)   All forward trades for the Fund shall be executed through
      the forward dealer(s) (which may be affiliates of the Manager)
      designated by the Manager, provided that at the request of the Trading
      Advisor, the Manager may consent to other forward trading arrangements,
      which consent shall not be unreasonably withheld.

            (ii)  If necessary for the Trading Advisor to trade pursuant to
      the Trading Program, the Fund shall provide adequate dealing lines of
      credit for the Trading Advisor to place orders for spot and forward
      currency contracts on behalf of the Fund.

            (iii) Any "F/X prime brokerage" arrangements which the Trading
      Advisor may wish to establish for the Fund shall be subject to the
      approval of the Manager.

            (c)   The Trading Advisor acknowledges that the Fund shall be
subject to the brokerage commissions and administrative fees specified in the
Memorandum.

            (d)   Floor Brokerage Costs. The "floor brokerage," "give-up" fees
and other transaction costs charged by any floor broker, other than Merrill
Lynch, to effect Fund transactions shall be subject to the approval of Merrill
Lynch, which shall pay such costs, such approval not to be unreasonably
withheld provided that such fees and transaction costs are competitive with
Merrill Lynch's standard rates.


                                       6
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            5.    Management Fee. As of the last Business Day of each calendar
month, the Fund shall pay the Trading Advisor a Management Fee equal to 1/12
of 2.0% (a 2.0% annual rate) of the aggregate gross asset value (for the
avoidance of doubt, prior to reduction for any accrued Incentive Fees or for
the Management Fee being calculated) of the Fund. Such Management Fee shall be
pro rated in the case of partial calendar months, but shall not be subject to
rebate once paid.

            6.    Incentive Fee.

            (a)   The Fund will pay to the Trading Advisor, as of each
December 31 ("Incentive Fee Calculation Date"), an Incentive Fee equal to 20%
of any New Trading Profit recognized by the Fund as of such Incentive Fee
Calculation Date.

            (b)   "Trading Profits" equals any profits earned from the futures
trading of the Onshore Fund and the Offshore Fund, determined separately, in
each case after deduction for all fees and expenses incurred by the Onshore
Fund and the Offshore Fund, respectively, other than the Incentive Fee itself.

            (c)   "New Trading Profit" equals any increase in the Net Asset
Value of the Fund as of the current Incentive Fee Calculation Date over the
High Water Mark attributable to each of the Onshore Fund and the Offshore
Fund, respectively.

            (d)   (i)   The High Water Mark attributable to each of the
      Onshore Fund and the Offshore Fund, respectively, shall be equal to the
      highest Net Asset Value attributable to each of the Onshore Fund and the
      Offshore Fund, respectively, after reduction for the Incentive Fee then
      paid, as of any preceding Incentive Fee Calculation Date. The High Water
      Mark shall be increased dollar-for-dollar by new subscriptions and
      decreased proportionately when Capital Withdrawals are made by the Fund
      (other than to pay expenses). The proportionate High Water Mark
      reduction made as a result of Capital Withdrawals shall be calculated by
      multiplying the High Water Mark in effect immediately prior to such
      Capital Withdrawal by the fraction the numerator of which is the Net
      Asset Value of the Onshore Fund and the Offshore Fund, as the case may
      be, immediately following such reallocation and the denominator of which
      is the Net Asset Value of the Onshore Fund and the Offshore Fund, as the
      case may be, immediately before such Capital Withdrawal, in each case
      prior to reduction for any accrued Incentive Fee.

            (ii)  If an Incentive Fee is paid as of an Incentive Fee
      Calculation Date, the High Water Mark is reset to the Net Asset Value of
      the Offshore Fund or the Offshore Fund, as the case may be, immediately
      following such payment.

            (iii) For the avoidance of doubt, the High Water Mark shall be
      determined on the basis of the Onshore Fund or the Offshore Fund, as the
      case may be, not on the basis of any individual investors or group of
      investors in either.

            (e)   When there is an accrued Incentive Fee at the time any
Capital Withdrawal is made, the Incentive Fee attributable to such
reallocation will be paid. Such Incentive Fee shall be determined by
multiplying the Incentive Fee that would have been paid


                                       7
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had the date of the Capital Withdrawal been an Incentive Fee Calculation Date
by the fraction the numerator of which is the amount of the Capital Withdrawal
and the denominator of which is the Net Asset Value of the Fund immediately
prior to the Capital Withdrawal, in each case prior to reduction for the
accrued Incentive Fee. Such Incentive Fee will be paid from and reduce the
amount of the Capital Withdrawal.

            (f)   Net Asset Value for purposes of calculating the Incentive
Fee shall not include any interest income earned by the Fund (although such
interest income shall increase Net Asset Value for purposes of determining the
value of the Interests). For the avoidance of doubt, no Incentive Fee shall be
payable on any interest income earned by the Fund.

            (g)   Termination of this Agreement shall be treated as an
Incentive Fee Calculation Date.

            (h)   The Trading Advisor will, at the request of the Manager,
receive the Incentive Fee either as a fee or as a profit allocation.

            7.    Term and Termination.

            (a)   Term and Renewal. This Agreement shall continue in effect
until the tenth December 31 after the effectiveness of this Agreement.
Thereafter, this Agreement shall be automatically renewed for successive
three-year periods, on the same terms, unless terminated by either the Trading
Advisor or the Fund upon 90 days' notice to the other party. For the avoidance
of doubt, the Trading Advisor recognizes that the resources which the Manager
has and will commit to the sponsorship and marketing of the Fund are only
economically justifiable for Merrill Lynch if Merrill Lynch can rely on a
long-term commitment from the Trading Advisor to manage the Fund, and the
Trading Advisor hereby commits to do so (subject to the terms and conditions
set forth herein.)

            (b)   Termination.

            (i)   Notwithstanding Section 7(a) hereof, this Agreement shall
      terminate immediately if the Fund shall terminate and be dissolved as
      determined by the Manager;

            (ii)  Either the Manager or the Trading Advisor may terminate this
      Agreement upon 30 days' notice as of the end of the first full calendar
      quarter subsequent to the twelfth month-end after the date of this
      Agreement if, as of such twelfth month-end, the Fund does not have an
      aggregate capitalization of at least $25 million.

            (iii) The Fund and/or the Manager, on the one hand, or the Trading
      Advisor, on the other, may terminate this Agreement as a result of a
      material breach hereof by the other party, after due notice and an
      opportunity to cure.

            8.    Right to Advise Others; Uniformity of Acts and Practices.
During the term of this Agreement, the Trading Advisor Parties shall, subject
to the capacity undertaking set forth herein and the exclusivity undertaking
of the Letter Agreement, be free to advise other investors as to the purchase
and sale of commodity interests, to manage and trade other investors'
commodity interests accounts and to trade for and on behalf of their own
proprietary


                                       8
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commodity interests accounts. However, under no circumstances shall any
Trading Advisor Party favor any commodity interests account directed by any of
them (regardless of the date on which they began or shall begin to direct such
account) over the Fund's account, giving due consideration to the trading
program which the Manager has requested the Trading Advisor to trade on behalf
of the Fund.

            At the request of the Fund, the Trading Advisor shall promptly
deliver to the Fund a satisfactory written explanation, in the judgment of the
Fund, of the differences, if any, in the performance between the Fund's
account and such other commodity interest accounts traded utilizing the same
program or portfolio (subject to the need to preserve the confidentiality of
proprietary information concerning the Trading Advisor's trading systems,
methods, models, strategies and formulas and the identity of the Trading
Advisor's clients).

            9.    Additional Undertakings by the Trading Advisor. No Trading
Advisor Party or its respective successors or assigns shall: (i) use or
distribute for any purpose the names and/or any other information about any of
the investors in the Fund; (ii) solicit any investor for any business purpose
whatsoever (unless such investor is already a client of the Trading Advisor);
or (iii) knowingly accept as a client, other than through Merrill Lynch, any
person who has been an investor at any time during the twenty-four full
calendar months prior to such acceptance.

            10.   Representations and Warranties.

            (a)   The Trading Advisor hereby represents and warrants to the
other parties as follows:

            (i)   The Trading Advisor is an entity duly organized and validly
      existing and in good standing under the laws of the jurisdiction of its
      organization and in good standing in each other jurisdiction in which
      the nature or conduct of its business requires such qualification and
      the failure to be duly qualified would materially affect the Trading
      Advisor's ability to perform its obligations under this Agreement. The
      Trading Advisor has full corporate, partnership or limited liability
      company (as the case may be) power and authority to perform its
      obligations under this Agreement.

            (ii)  This Agreement has been duly and validly authorized,
      executed and delivered on behalf of the Trading Advisor and constitutes
      a valid, binding and enforceable agreement of the Trading Advisor in
      accordance with its terms.

            (iii) The Trading Advisor has all Federal and state governmental,
      regulatory and commodity exchange licenses and approvals and has
      effected all filings and registrations with Federal and state
      governmental and regulatory agencies required to conduct its business
      and to act as described herein or required to perform its obligations
      hereunder (including, without limitation, registration of the Trading
      Advisor as a commodity trading advisor under the CEA, and membership of
      the Trading Advisor as a commodity trading advisor in NFA), and the
      performance of such obligation will not violate or result in a breach of
      any provision of the Trading Advisor's certificate of incorporation,
      by-laws or any agreement, instrument, order, law or regulation binding
      on


                                       9
<PAGE>


      the Trading Advisor. The principals of the Trading Advisor are duly
      listed as such on its commodity trading advisor Form 7-R registration.

            (iv)  The Trading Advisor is regulated by the Financial Services
      Authority and the Trading Advisor shall deal with all complaints
      hereunder in accordance with the rules of the Financial Services
      Authority.

            (v)   Notwithstanding any other provision in this Agreement, the
      Trading Advisor has waived any obligation it has to provide best
      execution of commodity interest transactions.

            (vi)  The Trading Advisor will not enter into any "soft dollar"
      arrangements with brokers or dealers.

            (vii) Assuming the accuracy of the Manager's representation in
      subsection 11(b)(vii) below, management by the Trading Advisor of an
      account for the Fund in accordance with the terms hereof will not
      require any registration under, or violate any of the provisions of, the
      Investment Advisers Act of 1940 (assuming that the Fund is not an
      "investment company" within the meaning of the Investment Company Act of
      1940).

            (viii) The Trading Advisor's implementation of the its trading
      program will not infringe any other person's copyrights, trademark or
      other property rights.

            (ix)  The execution and delivery of this Agreement, the incurrence
      of the obligations herein set forth and the consummation of the
      transactions contemplated herein will not constitute a breach of, or
      default under, any instrument by which the Trading Advisor is bound or
      any order, rule or regulation application to the Trading Advisor of any
      court or any governmental body or administrative agency having
      jurisdiction over the Trading Advisor.

            (x)   Other than as may have been disclosed in writing to the
      Manager by the Trading Advisor, there is not pending, or to the best of
      the Trading Advisor's knowledge threatened, any action, suit or
      proceeding before or by any court or other governmental body to which
      the Trading Advisor is a party, or to which any of the assets of the
      Trading Advisor is subject, which might reasonably be expected to result
      in any material adverse change in the condition, financial or otherwise,
      business or prospects of the Trading Advisor. The Trading Advisor has
      not received any notice of an investigation or warning letter from NFA
      or CFTC regarding non-compliance by the Trading Advisor with the CEA or
      the regulations thereunder.

            (b)   The Manager hereby represents and warrants to the other
parties as follows:

            (i)   The Manager is duly organized and validly existing and in
      good standing under the laws of its jurisdiction of formation and in
      good standing under the laws of each other jurisdiction in which the
      nature or conduct of its business requires such qualification and the
      failure to so qualify would materially adversely affect the Manager's
      ability to perform its obligations hereunder.


                                      10
<PAGE>


            (ii)  The Manager has the corporate power and authority under
      applicable law to perform its obligations hereunder.

            (iii) This Agreement has been duly and validly authorized,
      executed and delivered by the Manager and constitutes a legal, valid and
      binding agreement of the Manager enforceable in accordance with its
      terms.

            (iv)  The execution and delivery of this Agreement, the incurrence
      of the obligations set forth herein and the consummation of the
      transactions contemplated herein will not constitute a breach of, or
      default under, any instrument by which the Manager is bound or any
      order, rule or regulation applicable to the Manager of any court or any
      governmental body or administrative agency having jurisdiction over the
      Manager.

            (v)   There is not pending, or, to the best of the Manager's
      knowledge threatened, any action, suit or proceeding before or by any
      court or other governmental body to which the Manager is a party, or to
      which any of the assets of the Manager is subject, which might
      reasonably be expected to result in any material adverse change in the
      condition (financial or otherwise), business or prospects of the Manager
      or is required to be disclosed pursuant to applicable CFTC regulations.
      The Manager has not received any notice of an investigation or warning
      letter from NFA or CFTC regarding non-compliance by the Manager with the
      CEA or the regulations thereunder.

            (vi)  The Manager has all federal and state governmental,
      regulatory and commodity exchange approvals and licenses, and have
      effected all filings and registrations with federal and state
      governmental agencies required to conduct its business and to act as
      described herein or required to perform its obligations hereunder
      (including, without limitation, registration as a commodity pool
      operator under the CEA and membership in NFA as a commodity pool
      operator), and the performance of such obligations will not contravene
      or result in a breach of any provision of its certificate of
      incorporation, by-laws or any agreement, order, law or regulation
      binding upon it. The principals of the Manager are duly registered as
      such on the Manager's commodity pool operator Form 7-R registration.

            (c)   The Fund represents and warrants as of the date of its
formation to the other parties as follows:

            (i)   The Fund is duly organized and validly existing and in good
      standing under the laws of the jurisdiction of its formation and in each
      other jurisdiction in which the nature or conduct of its business
      requires such qualification and the failure to so qualify would
      materially adversely affect the Fund's ability to perform its
      obligations hereunder.

            (ii)  The Fund has the power and authority under applicable law to
      perform its obligations hereunder.

            (iii) This Agreement has been duly and validly authorized,
      executed and delivered by the Fund and constitutes a legal, valid and
      binding agreement of the Fund enforceable in accordance with its terms.


                                      11
<PAGE>


            (iv)  The execution and delivery of this Agreement, the incurrence
      of the obligations set forth herein and the consummation of the
      transactions contemplated herein will not constitute a breach of, or
      default under, any instrument by which the Fund is bound or any order,
      rule or regulation applicable to the Fund of any court or any
      governmental body or administrative agency having jurisdiction over the
      Fund.

            (v)   There is not pending, or, to the best of the Fund's
      knowledge threatened, any action, suit or proceeding before or by any
      court or other governmental body to which the Fund is a party, or to
      which any of the assets of the Fund is subject, which might reasonably
      be expected to result in any material adverse change in the condition
      (financial or otherwise), business or prospects of the Fund or is
      required to be disclosed pursuant to applicable CFTC regulations. The
      Fund has not received any notice of an investigation or warning letter
      from NFA or CFTC regarding non-compliance by the Fund with the CEA or
      the regulations thereunder.

            (vi)  The Fund has all federal and state governmental, regulatory
      and commodity exchange approvals and licenses, and has effected all
      filings and registrations with federal and state governmental agencies
      required to conduct its business and to act as described herein or
      required to perform its obligations hereunder and the performance of
      such obligations will not contravene or result in a breach of any
      provision of its certificate of formation, organization agreement or any
      agreement, order, law or regulation binding upon it.

            (d)   The foregoing representations and warranties shall be
continuing during the entire term of this Agreement and, if at any time, any
event shall occur which would make any of the foregoing representations and
warranties of any party no longer true and accurate, such party shall promptly
notify the other parties.

                                    General
                                    -------

            11.   Entire Agreement. This Agreement and the Letter Agreement
constitutes the entire agreement between the parties hereto with respect to
the matters referred to herein, and no other agreement, verbal or otherwise,
shall be binding as between the parties unless it shall be in writing and
signed by the party against whom enforcement is sought.

            12.   Indemnification. The Fund shall indemnify, defend and hold
harmless the Trading Advisor Parties and controlling persons from and against
any and all losses, claims, damages, liabilities (joint and several), costs
and expenses (including any investigatory, legal and other expenses incurred
in connection with, and any amounts paid in, any settlement; provided that the
Fund shall have approved such settlement) resulting from a demand, claim,
lawsuit, action or proceeding relating to any of such person's actions or
capacities relating to the business or activities of the Fund pursuant to this
Agreement; provided that the conduct of such person which was the subject of
the demand, claim, lawsuit, action or proceeding did not constitute
negligence, misconduct or a breach of this Agreement or of any fiduciary
obligation to the Fund and was done in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Fund. The termination of any demand, claim, lawsuit, action or proceeding by
settlement shall not, in itself, create a presumption that the conduct in
question


                                      12
<PAGE>


was not undertaken in good faith and in a manner reasonably believed to be in,
or not opposed to, the best interests of the Fund.

            The Trading Advisor shall indemnify, defend and hold harmless the
Fund, the Manager, their respective affiliates and their respective directors,
officers, employees, representatives and controlling persons ("Merrill Lynch
Parties") from and against any and all losses, claims, damages, liabilities
(joint and several), costs and expenses (including any reasonable
investigatory, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement resulting from a demand, claim, lawsuit,
action or proceeding relating to any action or omission of the Trading Advisor
or any of its respective officers, directors or employees relating to the
business or activities of such person under this Agreement or relating to the
management of the Fund; provided the conduct of such person which was the
subject of the demand, claim, lawsuit, action or proceeding constituted
negligence or misconduct or a breach of this Agreement or was an action or
omission taken otherwise than in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Fund.

            The foregoing agreements of indemnity shall be in addition to, and
shall in no respect limit or restrict, any other remedies which may be
available to an indemnified party.

            Any indemnification required by this Section 12, unless ordered or
expressly permitted by a court, shall be made by the indemnifying party only
upon a determination by independent legal counsel mutually agreeable to the
parties hereto in a written opinion that the conduct which is the subject of
the claim, demand, lawsuit, action or proceeding with respect to which
indemnification is sought meets the applicable standard set forth in this
Section 12.

            In the event that a person entitled to indemnification under this
Section 12, is made a party to an action, suit or proceeding alleging both
matters for which indemnification may be due hereunder and matters for which
indemnification may not be due hereunder, such person shall be indemnified
only in respect of the former matters.

            Promptly after receipt by any of the indemnified parties under
this Agreement of notice of any demand, claim, lawsuit, action or proceeding,
the indemnified party shall notify the indemnifying party in writing of the
commencement thereof if a claim in respect thereof is to be made under this
Agreement. Except to the extent that the indemnifying party is not materially
prejudiced thereby, the omission so to notify shall relieve the indemnifying
party from any obligation or liability which it may have to any such
indemnified party under this section. In the event that such demand, claim,
lawsuit, action or proceeding is brought against a person indemnified under
this Agreement, and the indemnified party is notified of the commencement
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that the indemnifying party may wish, to assume the defense
thereof, with counsel selected by the indemnifying party and approved by the
indemnified person (provided that approval may not be unreasonably withheld),
and after notice from the indemnifying party to such indemnified person of the
indemnifying party's election so as to assume the defense thereof, the
indemnifying party shall not be liable to such person under this section for
any legal or other expenses subsequently incurred by such person in connection
with the defense thereof, unless the indemnifying party approves the
employment of separate counsel by such person (it being understood, however,
that the indemnifying party shall not be liable for legal or other expenses of
more than one separate


                                      13
<PAGE>


firm of attorneys for all such persons indemnified hereunder, which firm shall
be designated in writing by the Trading Advisor or the Manager, as the case
may be).

            13.   Assignment. This Agreement shall not be assigned by any of
the parties hereto without the prior express written consent of the other
parties hereto.

            14.   Amendment; Waiver. This Agreement shall not be amended
except by a writing signed by the parties hereto. No waiver of any provision
of this Agreement shall be implied from any course of dealing between the
parties hereto or from any failure by either party hereto to assert its rights
hereunder on any occasion or series of occasions.

            15.   Severability. If any provision of this Agreement, or the
application of any provision to any person or circumstance, shall be held to
be inconsistent with any present or future law, ruling, rule or regulation of
any court or governmental or regulatory authority having jurisdiction over the
subject matter hereof, such provision shall be deemed to be rescinded or
modified in accordance with such law, ruling, rule or regulation, and the
remainder of this Agreement, or the application of such provision to persons
or circumstances other than those as to which it shall be held inconsistent,
shall not be affected thereby.

            16.   Notices. Any notice required or desired to be delivered
under this Agreement shall be in writing and shall be delivered by courier
service, facsimile, e-mail, any form of electronic file transfer, mail,
postage prepaid mail or other similar means and shall be effective upon actual
receipt by the party to which such notice shall be directed, addressed as
follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):

            if to the Fund:

                  ML WINTON FUTURESACCESS, LLC
                  ML WINTON FUTURESACCESS LTD.
                  c/o Merrill Lynch Alternative Investments LLC
                       Manager
                  Princeton Corporate Campus
                  800 Scudders Mill Road
                  Section 2G
                  Plainsboro, New Jersey 08536
                  Attn:  Craig Deardorff

            if to the Manager:

                  MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC
                  Princeton Corporate Campus
                  800 Scudders Mill Road
                  Section 2G
                  Plainsboro, New Jersey 08536



                                      14
<PAGE>


                  Attn:  Craig Deardorff

            if to the Trading Advisor:

                  WINTON CAPITAL MANAGEMENT LIMITED
                  1-5 St. Mary Abbot's Place
                  London W8 6LS, United Kingdom
                  Attn: Compliance Officer

            17.   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard
to principles of conflicts of law.

            18.   Consent to Jurisdiction. The parties hereto agree that any
action or proceeding arising directly, indirectly or otherwise in connection
with, out of, related to or from this Agreement, any breach hereof or any
transaction covered hereby, shall be resolved, whether by arbitration or
otherwise, within the County of New York, City of New York, and State of New
York. Accordingly, the parties consent and submit to the jurisdiction of the
federal and state courts and any applicable arbitral body located within the
County of New York, City of New York, and State of New York. The parties
further agree that any such action or proceeding brought by either party to
enforce any right, assert any claim, or obtain any relief whatsoever in
connection with this Agreement shall be brought by such party exclusively in
federal or state courts, or if appropriate before any applicable arbitral
body, located within the County of New York, City of New York, and State of
New York.

            19.   Remedies. In any action or proceeding arising out of any of
the provisions of this Agreement, the Trading Advisor, the Manager and the
Fund agree that they shall not seek any prejudgment equitable or ancillary
relief. Such parties also agree that their sole remedy in any such action or
proceeding shall be to seek actual monetary damages for any breach of this
Agreement; provided, however, that the Fund agrees that the Trading Advisor
and the Manager may seek declaratory judgment with respect to the
indemnification provisions of this Agreement.

            20.   Survival. The provisions of this Agreement shall survive the
termination hereof with respect to any matter arising while this Agreement
shall be in effect.

            21.   Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, however, together constitute one and the
same document. Facsimile signature pages shall have the same binding force and
effect as original copies.

            22.   No Waiver.

            (a)   No failure or delay on the part of the Manager in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. Failure on the part of the Fund or the Manager to
complain of any act of the other or to declare the other in default under this
Agreement, irrespective of how long such failure continues, shall not
constitute a waiver by the Fund or the


                                      15
<PAGE>


Manager of its rights with respect to such default until the applicable
statute-of-limitations period has run.

            (b)   Any waiver granted hereunder must be in writing and shall be
valid only in the specific instance in which given.

            23.   Rules of Interpretation. In this Agreement, unless
inconsistent with the context or the contrary intention appears, a reference
to:

            (a)   "May" shall be construed as permissive;

            (b)   A "notice" means written notice unless otherwise stated;

            (c)   "Shall" shall be construed as imperative;

            (d)   The singular includes the plural and vice versa;

            (e)   The masculine includes the feminine and neuter respectively;

            (f)   Writing includes typewriting, printing, lithography,
photography and other modes of representing or reproducing words in a legible
and non-transitory form;

            (g)   Any reference to a law, agreement or a document shall be
deemed also to refer to any amendment, supplement or replacement thereof;

            (h)   Whenever this Agreement refers to a number of days, such
number shall refer to calendar days unless such reference specifies Business
Days;

            (i)   The term "and/or" is used herein to mean both "and" as well
as "or." The use of "and/or" in certain contexts in no respects qualifies or
modifies the use of the terms "and" or "or" in others. "Or" shall not be
interpreted to be exclusive, and "and" shall not be interpreted to require the
conjunctive -- in each case, unless the context otherwise requires;

            (j)   The terms "include" and "including" are to be construed as
non-exclusive (so that, by way of example and for the avoidance of doubt,
"including" shall mean "including without limitation");

            (k)   Whenever it is provided or contemplated herein that the
Manager is to determine or decide any matter, the Manager (on its own behalf
as well as on behalf of the Fund) shall do so in its sole and absolute
discretion, unless otherwise expressly provided herein;

            (l)   In addition to the authority granted to the Manager pursuant
to this Agreement, the Manager may, but shall have no obligation to, take any
action that the Manager deems necessary or advisable to ensure that the Fund
is not in violation of law or in breach of any contractual provisions;

            (m)   The table of contents to and the headings in this Agreement
are for convenience of reference only and are to be ignored in construing this
Agreement;


                                      16
<PAGE>


            (n)   Any reference to "payable" or "paid" or any derivative
thereof shall mean credited to the deferred compensation account, as the
context may require;

            (o)   No provision of this Agreement shall be construed in favor
of or against any person by reason of the extent to which any such person, its
affiliates, or their respective employees or counsel participated in the
drafting thereof; and

            (p)   In the event of any inconsistency between the provisions of
this Agreement and of the constituent documents, the Manager shall determine
which provisions shall control.

            24.   Binding Effect; Benefit; Third-Party Beneficiary. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, all persons indemnified hereunder and their respective estates,
permitted successors, transferees, custodians, executors, administrators,
legal representatives, heirs and permitted assigns.

            (a)   To the fullest extent permitted by law (and, for the
avoidance of doubt, whether or not such law is currently in effect), the
Manager shall be a third-party beneficiary of the Articles.

            25.   Confidentiality.

            (a)   The parties hereto each acknowledge that the business and
assets of the Merrill Lynch Parties and of the Trading Advisor Parties are
confidential and involve a wide range of proprietary information, including
trade secrets and financial or commercial information.

            (b)   All information with respect to the Fund (including
investment and trading) activities and assets shall be presumed confidential
and proprietary unless the Manager otherwise so indicates in writing. Each
party covenants that it has and it shall at all times keep confidential and
not, directly or indirectly, disclose, divulge, furnish or make accessible to
anyone, or use in any manner that would be adverse to the interests any other
party, any confidential or proprietary information to which the former party
has been or shall become privy relating to the business or assets of any of
such other parties except with the prior written approval of such other party
or except for information that is otherwise publicly available (other than
information made publicly available by breach of this contract) or required to
be disclosed by law. Each party may, however, share such information with such
party's service providers, accountants and attorneys ("Permitted Confidants");
provided, that the Fund's Permitted Confidants undertake to hold such
information strictly confidential to the same extent set forth herein, and not
in any manner or respect to use any of such information for their personal
gain.

            26.   Advisers Act Compliance. Any provisions of this Agreement
which are construed to violate the Advisers Act shall be deemed null and void
ab initio. For the avoidance of doubt, no provision of this Agreement shall be
deemed to constitute a waiver of any person's rights or claims under any
federal or state securities laws.


                                      17
<PAGE>


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


                                    ML WINTON FUTURESACCESS/SM/ LLC


                                    By:  Merrill Lynch Alternative
                                          Investments, LLC,
                                            Manager


                                       By:   /s/ Steven B. Olgin
                                          ----------------------------------
                                           Name:   Steven B. Olgin
                                           Title:  Chief Operating Officer



                                    ML WINTON FUTURESACCESS/SM/ LTD.

                                       By:   /s/ Steven B. Olgin
                                          ----------------------------------
                                           Name:   Steven B. Olgin
                                           Title:  Director


                                    MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC


                                       By:   /s/ Steven B. Olgin
                                          ----------------------------------
                                           Name:   Steven B. Olgin
                                           Title:  Chief Operating Officer


                                    WINTON CAPITAL MANAGEMENT LIMITED


                                       By:   /s/ Martin Hunt
                                          ----------------------------------
                                           Name:   Martin Hunt
                                           Title:  Director



                                      18
<PAGE>


                                  APPENDIX A

                         COMMODITY INTERESTS TRADED BY

                       WINTON CAPITAL MANAGEMENT LIMITED


            The undersigned represents that the following is a complete list
of all commodity interests which the undersigned intends to trade on behalf of
ML WINTON FUTURESACCESS/SM/ LLC/ML WINTON FUTURESACCESS/SM/ LTD. other than
regulated futures contracts and options on regulated futures contracts traded
on a qualified board of trade or exchange:

                Contract Type

                (futures, forward,

                option on futures)            Exchange                Contract
                ------------------            --------                --------











                                       By:   /s/ Martin Hunt
                                          ----------------------------------
                                           Name:   Martin Hunt
                                           Title:  Director


Dated as of May 26, 2004











                                      A-1
<PAGE>


                                  APPENDIX B

                          COMMODITY TRADING AUTHORITY


Winton Capital Management Limited
1-5 St. Mary Abbot's Place
London W8 6LS, United Kingdom



Dear Advisor:


            ML WINTON FUTURESACCESS/SM/ LLC/ML WINTON FUTURESACCESS/SM/ LTD.
(collectively, the "Fund") does hereby make, constitute and appoint you as its
attorney-in-fact to buy and sell commodity futures and forward contracts
(including foreign futures and options contracts) in accordance with the ML
FuturesAccess/SM/ Advisory Agreement among us and certain others.

                                    Very truly yours,

                                    ML WINTON FUTURESACCESS/SM/ LLC
                                    ML WINTON FUTURESACCESS/SM/ LTD.

                                    By:  Merrill Lynch Alternative
        Investments LLC,
                                    Manager


                                       By:   /s/ Steven B. Olgin
                                          ----------------------------------
                                           Name:   Steven B. Olgin
                                           Title:  Chief Operating Officer


Dated as of May 26, 2004
















                                      B-1