** **

** **

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-Q**

** **

**(MarkOne)**

 

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

 

**For thequarterly period ended June 30, 2008**

 

**OR**

 

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

 

**For thetransition period from                to                **

 

**CommissionFile Number 0-51084**

 

# **ML WINTON FUTURESACCESS LLC**

(Exact Name of Registrantas

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**

**Two World Financial Center, 7th Floor**

**New York, New York 10281**

(Address of principalexecutive offices)

(Zip Code)

 

**212-236-1974**

(Registrant’s telephonenumber, including area code)

 

**Hopewell Corporate Campus,Building No. 2**

**1200 Merrill Lynch Drive-Firstfloor, Pennington, New Jersey 08534**

(Former name, formeraddress and former fiscal year, if changed since last report)

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), 
| and  (2) has been subject to such filing requirements for the past 90 days. |   | Yes   x |   | No  o |
|----------------------------------------------------------------------------------|--------|--------------|--------|------------|

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act. (Check one):

 
| Large accelerated filer  o |   | Accelerated  filer  o |   | Non-accelerated  filer  x |   | Smaller Reporting  Company  o |
|----------------------------|--------|---------------------------------|--------|-------------------------------------|--------|-----------------------------------------|

 

Indicateby check mark whether registrant is a shell company (as defined by Rule 12b-2of the Exchange Act).
|   |   | Yes   o |   | No  x |
|--------|--------|--------------|--------|------------|

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court.
|   |   | Yes   o |   | No  o |
|--------|--------|--------------|--------|------------|

 

Thelimited partnership units of the registrant are not publicly traded.Accordingly, there is no aggregate market value for registrant’s outstandingequity that is readily determinable.

 

 

 

----

 

**ML WINTON FUTURESACCESS LLC**

 

QUARTERLY REPORT FOR JUNE30, 2008 ON FORM 10-Q

 

Table of Contents

 
|     |                                                                                        | **PAGE** |
|----------|---------------------------------------------------------------------------------------------|----------|
|     | PART I                                                                                 |     |
|     |                                                                                        |     |
| Item 1.  | Financial Statements                                                                        | 4        |
|     |                                                                                        |     |
| Item 2.  | Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 13       |
|     |                                                                                        |     |
| Item 3.  | Quantitative  and Qualitative Disclosures About Market Risk                                 | 17       |
|     |                                                                                        |     |
| Item 4.  | Controls and  Procedures                                                                    | 20       |
|     |                                                                                        |     |
|     | PART II                                                                                |     |
|     |                                                                                        |     |
| Item 1.  | Legal Proceedings                                                                           | 21       |
|     |                                                                                        |     |
| Item 1A. | Risk Factors                                                                                | 21       |
|     |                                                                                        |     |
| Item 2.  | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 23       |
|     |                                                                                        |     |
| Item 3.  | Defaults  Upon Senior Securities                                                            | 24       |
|     |                                                                                        |     |
| Item 4.  | Submission  of Matters to a Vote of Security Holders                                        | 24       |
|     |                                                                                        |     |
| Item 5.  | Other Information                                                                           | 24       |
|     |                                                                                        |     |
| Item 6.  | Exhibits                                                                                    | 24       |

 

----

 

PART I -FINANCIAL INFORMATION

 

Item 1.    FinancialStatements

 

ML WINTON FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF FINANCIALCONDITION

 
| ** **                                                                          | ** ** | **June 30,** | ** **  | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------|------------|-------------------|-------------|-----------------------|------------|
| ** **                                                                          | ** ** | **2008**          | ** **  | **2007**              | ** ** |
| ** **                                                                          | ** ** | **(unaudited)**   | ** **  | ** **            | ** ** |
| **ASSETS:**                                                                         |       |              |        |                  |       |
| Equity in  commodity futures trading accounts:                                      |       |              |        |                  |       |
| Cash (including  restricted cash of $51,315,769 for 2008 and $51,742,673 for 2007)  |       | $                 | 764,210,829 |                  | $          | 619,663,052 |   |
| Net unrealized  profit (loss) on open contracts                                     |       | 30,956,897        |        | 7,934,149             |       |
| Cash                                                                                |       | 13,072            |        | —                |       |
| Accrued interest                                                                    |       | 1,162,719         |        | 2,238,652             |       |
|                                                                                |       |              |        |                  |       |
| **TOTAL  ASSETS**                                                                   |       | $                 | 796,343,517 |                  | $          | 629,835,853 |   |
| ** **                                                                          |       |              |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL:**                                         |       |              |        |                  |       |
| LIABILITIES:                                                                        |       |              |        |                  |       |
| Brokerage  commissions payable                                                      |       | $                 | 101,582     |                  | $          | 184,272 |   |
| Management fee  payable                                                             |       | 1,284,965         |        | 986,432               |       |
| Sponsor fee  payable                                                                |       | 885,151           |        | 724,472               |       |
| Performance fee  payable                                                            |       | 24,167,217        |        | 13,693,607            |       |
| Redemptions  payable                                                                |       | 7,977,692         |        | 6,907,980             |       |
| Initial offering  costs payable                                                     |       | 82,993            |        | 106,994               |       |
| Other                                                                               |       | 156,424           |        | 184,407               |       |
|                                                                                |       |              |        |                  |       |
| Total  liabilities                                                                  |       | 34,656,024        |        | 22,788,164            |       |
|                                                                                |       |              |        |                  |       |
| MEMBERS’  CAPITAL:                                                             |       |              |        |                  |       |
| Sponsor’s  Interest (19,470 Units and 19,470 Units)                            |       | 30,651            |        | 26,449                |       |
| Members’  Interest (487,500,513 Units and 452,040,928 Units)                   |       | 761,656,842       |        | 607,021,240           |       |
|                                                                                |       |              |        |                  |       |
| Total members’  capital                                                        |       | 761,687,493       |        | 607,047,689           |       |
|                                                                                |       |              |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                    |       | $                 | 796,343,517 |                  | $          | 629,835,853 |   |
| ** **                                                                          |       |              |        |                  |       |
| **NET  ASSET VALUE PER UNIT (Note 3)**                                              |       |              |        |                  |       |
| ** **                                                                          |       |              |        |                  |       |
| Based on  487,519,983 and 452,060,398 Units outstanding, unlimited Units authorized |       |              |        |                  |       |
|                                                                                     |            |                   |             |                       |            |  |  |  |  |

 

See notes tofinancial statements.

 

4

----

 

WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                     | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the six** | ** ** | **For the six** | ** **  |
|------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|---------------------------|------------|---------------------------|-------------|
| ** **                                     | ** ** | **months ended**       | ** ** | **months ended**       | ** ** | **months ended**     | ** ** | **months ended**     | ** **  |
| ** **                                     | ** ** | **June 30,**           | ** ** | **June 30,**           | ** ** | **June 30,**         | ** ** | **June 30,**         | ** **  |
| ** **                                     | ** ** | **2008**                    | ** ** | **2007**                    | ** ** | **2008**                  | ** ** | **2007**                  | ** **  |
| **TRADING  PROFIT (LOSS):**                    |       |                        |       |                        |       |                      |       |                      |        |
| ** **                                     |       |                        |       |                        |       |                      |       |                      |        |
| Realized                                       |       | $                           | 15,161,497 |                        | $          | 49,310,202                |       | $                         | 110,198,719 |   | $ | 28,158,213 |   |
| Change in  unrealized                          |       | 36,204,054                  |       | 4,662,529                   |       | 23,022,748                |       | (265,275                  | )           |
| Brokerage  commissions                         |       | (283,097                    | )          | (540,299                    | )          | (649,431                  | )          | (1,129,714                | )           |
|                                           |       |                        |       |                        |       |                      |       |                      |        |
| Total trading  profit (loss)                   |       | 51,082,454                  |       | 53,432,432                  |       | 132,572,036               |       | 26,763,224                |        |
| **INVESTMENT  INCOME:**                        |       |                        |       |                        |       |                      |       |                      |        |
| Interest                                       |       | 3,476,838                   |       | 5,784,295                   |       | 8,577,277                 |       | 10,235,058                |        |
|                                           |       |                        |       |                        |       |                      |       |                      |        |
| **EXPENSES:**                                  |       |                        |       |                        |       |                      |       |                      |        |
| Management fee                                 |       | 3,635,137                   |       | 2,343,176                   |       | 6,980,880                 |       | 4,127,899                 |        |
| Sponsor fee                                    |       | 2,554,712                   |       | 1,904,344                   |       | 4,975,650                 |       | 3,521,735                 |        |
| Performance fee                                |       | 9,131,120                   |       | 4,340,552                   |       | 24,106,218                |       | 4,340,552                 |        |
| Other                                          |       | 283,350                     |       | 232,097                     |       | 685,546                   |       | 446,481                   |        |
|                                           |       |                        |       |                        |       |                      |       |                      |        |
| Total expenses                                 |       | 15,604,319                  |       | 8,820,169                   |       | 36,748,294                |       | 12,436,667                |        |
|                                           |       |                        |       |                        |       |                      |       |                      |        |
| **NET  INVESTMENT INCOME (LOSS)**              |       | (12,127,481                 | )          | (3,035,874                  | )          | (28,171,017               | )          | (2,201,609                | )           |
| ** **                                     |       |                        |       |                        |       |                      |       |                      |        |
| **NET  INCOME (LOSS)**                         |       | $                           | 38,954,973 |                        | $          | 50,396,558                |       | $                         | 104,401,019 |   | $ | 24,561,615 |   |
| ** **                                     |       |                        |       |                        |       |                      |       |                      |        |
| **NET  INCOME (LOSS) PER UNIT:**               |       |                        |       |                        |       |                      |       |                      |        |
| ** **                                     |       |                        |       |                        |       |                      |       |                      |        |
| Weighted average  number of Units outstanding: |       |                        |       |                        |       |                      |       |                      |        |
| Class A                                        |       | 45,476,078                  |       | 38,722,453                  |       | 44,347,793                |       | 37,191,401                |        |
| Class C                                        |       | 226,791,137                 |       | 210,545,139                 |       | 224,157,110               |       | 197,663,929               |        |
| Class D                                        |       | 81,049,321                  |       | 62,187,274                  |       | 79,490,640                |       | 56,730,059                |        |
| Class I                                        |       | 38,433,821                  |       | 37,972,825                  |       | 39,000,136                |       | 36,117,859                |        |
| Class DS (1)*                                  |       | 30,323,905                  |       | 10,987,809                  |       | 23,269,149                |       | 10,987,809                |        |
| Class DT (2)*                                  |       | 62,357,583                  |       | 98,131,157                  |       | 64,751,285                |       | 98,131,157                |        |
|                                           |       |                        |       |                        |       |                      |       |                      |        |
| Net income  (loss) per weighted average Unit:  |       |                        |       |                        |       |                      |       |                      |        |
| Class A                                        |       | $                           | 0.0807     |                        | $          | 0.1397                    |       | $                         | 0.2197      |   | $ | 0.0637 |   |
| Class C                                        |       | $                           | 0.0739     |                        | $          | 0.1325                    |       | $                         | 0.2076      |   | $ | 0.0613 |   |
| Class D                                        |       | $                           | 0.0856     |                        | $          | 0.1314                    |       | $                         | 0.2277      |   | $ | 0.0707 |   |
| Class I                                        |       | $                           | 0.0819     |                        | $          | 0.1407                    |       | $                         | 0.2296      |   | $ | 0.0692 |   |
| Class DS (1)*                                  |       | $                           | 0.0958     |                        | $          | 0.1382                    |       | $                         | 0.2185      |   | $ | 0.1382 |   |
| Class DT (2)*                                  |       | $                           | 0.0888     |                        | $          | 0.0209                    |       | $                         | 0.2467      |   | $ | 0.0209 |   |

 

----

*Class DS and Class DTwere previously known as Class D-SM and D-TF, respectively.

(1)Units issued on April 1, 2007.

(2)Units issued on June 1, 2007.

 

See notes tofinancial statements.

 

5

----

 

ML WINTON FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the six months ended June 30,2008 and 2007

 

(unaudited)

 
| ** **                  | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                     | ** ** | **Members’ Capital** | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                     | ** ** |
|-----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|--------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|
| ** **                  | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** | **December 31,**          | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** |
| ** **                  | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2007**    | ** ** | **2007**                       | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2008**    | ** ** |
| ** **                  | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                     | ** ** | ** **                     | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                     | ** ** |
| Class A                     |       | 32,046,486                      |       | 9,848,340         |       | (3,600,524      | )          | 38,294,302                     |       | 40,108,055                     |       | 11,067,692        |       | (6,842,933      | )          | 44,332,814                     |       |
| Class C                     |       | 170,519,442                     |       | 57,037,461        |       | (14,103,677     | )          | 213,453,226                    |       | 213,642,396                    |       | 34,661,403        |       | (22,584,655     | )          | 225,719,144                    |       |
| Class D                     |       | 39,225,345                      |       | 35,076,069        |       | (2,235,281      | )          | 72,066,133                     |       | 77,864,803                     |       | 11,100,449        |       | (5,402,821      | )          | 83,562,431                     |       |
| Class I                     |       | 30,787,362                      |       | 8,123,828         |       | (686,547        | )          | 38,224,643                     |       | 37,718,572                     |       | 3,443,568         |       | (3,590,306      | )          | 37,571,834                     |       |
| Class DS(1)*                |       | —                          |       | 11,180,471        |       | (330,690        | )          | 10,849,781                     |       | 13,447,784                     |       | 22,037,728        |       | —          |       | 35,485,512                     |       |
| Class DT(2)*                |       | —                          |       | 98,131,157        |       | (1,924,986      | )          | 96,206,171                     |       | 69,259,318                     |       | —            |       | (8,430,540      | )          | 60,828,778                     |       |
|                        |       |                            |       |              |       |            |       |                           |       |                           |       |              |       |            |       |                           |       |
| Total Members’  Units  |       | 272,578,635                     |       | 219,397,326       |       | (22,881,705     | )          | 469,094,256                    |       | 452,040,928                    |       | 82,310,840        |       | (46,851,255     | )          | 487,500,513                    |       |
|                        |       |                            |       |              |       |            |       |                           |       |                           |       |              |       |            |       |                           |       |
| Class A                     |       | 9,713                           |       | —            |       | —          |       | 9,713                          |       | 9,713                          |       | —            |       | —          |       | 9,713                          |       |
| Class C                     |       | 9,757                           |       | —            |       | —          |       | 9,757                          |       | 9,757                          |       | —            |       | —          |       | 9,757                          |       |
| Class D                     |       | —                          |       | —            |       | —          |       | —                         |       | —                         |       | —            |       | —          |       | —                         |       |
| Class I                     |       | —                          |       | —            |       | —          |       | —                         |       | —                         |       | —            |       | —          |       | —                         |       |
| Class DS(1)*                |       | —                          |       | —            |       | —          |       | —                         |       | —                         |       | —            |       | —          |       | —                         |       |
| Class DT(2)*                |       | —                          |       | —            |       | —          |       | —                         |       | —                         |       | —            |       | —          |       | —                         |       |
|                        |       |                            |       |              |       |            |       |                           |       |                           |       |              |       |            |       |                           |       |
| Total Sponsor’s  Units |       | 19,470                          |       | —            |       | —          |       | 19,470                         |       | 19,470                         |       | —            |       | —          |       | 19,470                         |       |

 

----

* Class DS andClass DT were previously known as Class D-SM and D-TF, respectively.

(1) UnitIssued on April 1, 2007. 

(2) UnitIssued on June 1, 2007.

 

See notes tofinancial statements.

 

6

----

 

ML WINTON FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the six months ended June 30,2008 and 2007

 

(unaudited)

 
| ** **                     | ** ** | **Members’ Capital**  | ** **  | ** **        | ** ** | ** **      | ** ** | **Net Income** | ** **  | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** **  | ** **      | ** ** | **Net Income** | ** ** | **Members’ Capital** | ** **  |
|--------------------------------|------------|---------------------------------|-------------|-------------------|------------|-----------------|------------|---------------------|-------------|--------------------------------|------------|---------------------------------|------------|-------------------|-------------|-----------------|------------|---------------------|------------|--------------------------------|-------------|
| ** **                     | ** ** | **December 31, 2006** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **(Loss)**          | ** **  | **June 30, 2007**    | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **(Loss)**          | ** ** | **June 30, 2008**    | ** **  |
| Class A                        |       | $                               | 38,699,738  |              | $          | 11,829,177      |       | $                   | (4,369,358  | )                              | $          | 2,366,752                       |       | $                 | 48,526,309  |            | $          | 55,236,501          |       | $                              | 16,478,090  |   | $ | (10,519,144 | ) | $ | 9,740,571 |   | $ | 70,936,018 |   |
| Class C                        |       | 202,215,652                     |        | 66,749,684        |       | (16,751,108     | )          | 12,107,826          |        | 264,322,054                    |       | 286,078,081                     |       | 50,183,151        |        | (33,385,889     | )          | 46,543,416          |       | 349,418,759                    |        |
| Class D                        |       | 44,952,646                      |        | 40,915,987        |       | (2,618,075      | )          | 4,012,939           |        | 87,263,497                     |       | 103,236,597                     |       | 16,258,391        |        | (7,909,394      | )          | 18,096,158          |       | 129,681,752                    |        |
| Class I                        |       | 37,158,795                      |        | 9,700,869         |       | (844,815        | )          | 2,500,698           |        | 48,515,547                     |       | 52,132,196                      |       | 4,916,739         |        | (5,542,364      | )          | 8,955,080           |       | 60,461,651                     |        |
| Class DS(1)*                   |       | —                          |        | 12,000,000        |       | (380,333        | )          | 1,518,838           |        | 13,138,505                     |       | 17,829,738                      |       | 32,121,236        |        | —          |       | 5,084,790           |       | 55,035,764                     |        |
| Class DT(2)*                   |       | —                          |        | 116,913,460       |       | (2,333,661      | )          | 2,053,475           |        | 116,633,274                    |       | 92,508,127                      |       | —            |        | (12,362,031     | )          | 15,976,802          |       | 96,122,898                     |        |
|                           |       |                            |        |              |       |            |       |                |        |                           |       |                            |       |              |        |            |       |                |       |                           |        |
| Total Members’  Interests |       | $                               | 323,026,831 |              | $          | 258,109,177     |       | $                   | (27,297,350 | )                              | $          | 24,560,528                      |       | $                 | 578,399,186 |            | $          | 607,021,240         |       | $                              | 119,957,607 |   | $ | (69,718,822 | ) | $ | 104,396,817 |   | $ | 761,656,842 |   |
|                           |       |                            |        |              |       |            |       |                |        |                           |       |                            |       |              |        |            |       |                |       |                           |        |
| Class A                        |       | $                               | 11,737      |              | $          | —          |       | $                   | —      |                           | $          | 577                             |       | $                 | 12,314      |            | $          | 13,381              |       | $                              | —      |   | $ | — |   | $ | 2,164 |   | $ | 15,545 |   |
| Class C                        |       | 11,576                          |        | —            |       | —          |       | 510                 |        | 12,086                         |       | 13,068                          |       | —            |        | —          |       | 2,038               |       | 15,106                         |        |
| Class D                        |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —              |       | —                         |        |
| Class I                        |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —              |       | —                         |        |
| Class DS(1)*                   |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —              |       | —                         |        |
| Class DT(2)*                   |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —              |       | —                         |        |
|                           |       |                            |        |              |       |            |       |                |        |                           |       |                            |       |              |        |            |       |                |       |                           |        |
| Total Sponsor’s  Interest |       | $                               | 23,313      |              | $          | —          |       | $                   | —      |                           | $          | 1,087                           |       | $                 | 24,400      |            | $          | 26,449              |       | $                              | —      |   | $ | — |   | $ | 4,202 |   | $ | 30,651 |   |
| Total Members’  Capital   |       | $                               | 323,050,144 |              | $          | 258,109,177     |       | $                   | (27,297,350 | )                              | $          | 24,561,615                      |       | $                 | 578,423,586 |            | $          | 607,047,689         |       | $                              | 119,957,607 |   | $ | (69,718,822 | ) | $ | 104,401,019 |   | $ | 761,687,493 |   |

 

----

* Class DS andClass DT were previously known as Class D-SM and D-TF, respectively.

(1) Unit Issued on April 1, 2007. 

(2) Unit Issued on June 1, 2007.

 

See notes tofinancial statements.

 

7

----

 

ML WINTON FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

NOTES TO FINANCIALSTATEMENTS

(unaudited)

 

1.       SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

 

ML Winton FuturesAccess LLC(the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17,2004 and commenced trading activities on February 1, 2005. The Fund issuesnew units of limited liability company interest (“Units”) at Net Asset Valueper Unit as of the beginning of each calendar month. The Fund engages in thespeculative trading of futures, options on futures and forward contracts on awide range of commodities. Winton Capital Management Limited (“Winton”) is thetrading advisor of the Fund.

 

Merrill Lynch AlternativeInvestments LLC (“MLAI”) is the Sponsor (“Sponsor”) and Manager (“Manager”) ofthe 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.

 

In the opinion of management, the financial statements contain alladjustments necessary to present fairly the financial position of the Fund asof June 30, 2008 and the results of its operations for the three and sixmonths ended June 30, 2008 and 2007. However, the operating results for the interim periods may not beindicative of the results for the full year.

 

Certain information and footnote disclosures normally included in annualfinancial statements prepared in accordance with accounting principles generally accepted in theUnited States of America (“U.S. GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the financial statements and notesthereto included in the Fund’s Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31, 2007.

 

The preparation of financial statements in conformitywith U.S. GAAP requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.  Actual results could differ from thoseestimates.

 

2.      FAIR VALUE OF INVESTMENTS

 

In September 2006,the Financial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standards No. 157, Fair Value Measurement (“FAS 157”). FAS 157defines fair value, establishes a framework for measuring fair value andexpands disclosures about fair value measurements. The Fund adopted FAS 157 asof January 1, 2008. The adoption of FAS 157 did not have a material impacton the Fund’s financial statements.

 

Fair value of an investment is the amount that would be received to sell theinvestment in an orderly transaction between market participants at themeasurement date (i.e. the exit price).

 

FAS 157 established a hierarchal disclosure frameworkwhich prioritizes and ranks the level of market price observability used inmeasuring investments at fair value. Market price observability is impacted bya number of factors, including the type of investment and the characteristics specific to theinvestment.

 

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Investments with readily available active quotedprices or for which fair value can be measured from actively quoted pricesgenerally will have a higher degree of market price observability and a lesserdegree of judgment used in measuring fair value.

 

Investments measured and reported at fair value areclassified and disclosed in one of the following categories:

 

Level I – Quoted prices are available in activemarkets for identical investments as of the reporting date. The type ofinvestments included in LevelI are publicly traded investments. As required by FAS 157, the Fund does notadjust the quoted price for these investments even in situations where the Fundholds a large position and a sale could reasonably impact the quoted price.

 

Level II – Pricing inputs are other than quoted pricesin active markets, which are either directly or indirectly observable as of thereporting date, and fair value is determined through the use of models or othervaluation methodologies. Investments which are generally included in thiscategory are investments valued using market data.

 

Level III – Pricing inputs are unobservable andinclude situations where there is little, if any, market activity for theinvestment. Fair value for these investments is determined using valuation methodologies thatconsider a range of factors, including but not limited to the price at whichthe investment was acquired, the nature of the investment, local marketconditions, trading values on public exchanges for comparable securities,current and projected operating performance and financing transactionssubsequent to the acquisition of the investment. The inputs into thedetermination of fair value require significant management judgment. Due to theinherent uncertainty of these estimates, these values may differ materiallyfrom the values that would have been used had a ready market for theseinvestments existed. Investments that are included in this category generallyare privately held debt and equity securities.

 

In certain cases, the inputs used to measure fair value may fall intodifferent levels of the fair value hierarchy. In such cases, an investment’slevel within the fair value hierarchy is based on the lowest level of inputthat is significant to the fair value measurement. The Sponsor’s assessment ofthe significance of a particular input to the fair value measurement in itsentirety requires judgment, and considers factors specific to the investment.

 

The following table summarizes the valuation of the Fund’sinvestments by the above FAS 157 fair value hierarchy levels as of June 30,2008:

 
| ** **                                      | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|-------------------------------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|--------------------|------------|
| Net unrealized  profit (loss) on open contracts |       | $         | 30,956,897 |             | $          | 30,956,897        |       | $                  | N/A        |   | $ | N/A |   |
|                                                 |            |           |            |                  |            |                   |            |                    |            |  |  |  |  |

 

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3.       NET ASSET VALUE PER UNIT

 

For financial reporting purposes, in conformity withU.S. GAAP, the Fund deducted the total initial offering costs at inception fromMembers’ Capital for purposes of determining Net Asset Value.  For all other purposes, including computingNet Asset Value for purposes of member subscription and redemption activity,such costs are amortized over 60 months. Consequently, the Net Asset Value andNet Asset Value per Unit of the different Classes for financial reportingpurposes and for all other purposes at June 30, 2008 and December 31,2007 are as follows:

 

June 30, 2008

 
| ** ** | ** ** | **Net Asset Value** | ** **  | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|---------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other**            | ** **  | **Financial** | ** ** | ** **                                       | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** ** | ** ** | **Purposes**                  | ** **  | **Reporting** | ** ** | **Number of Units**                    | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A    |       | $                             | 70,968,550  |          | $          | 70,951,563                                       |       | 44,342,527 |   | $ | 1.6005 |   | $ | 1.6001 |   |
| Class C    |       | 349,478,641                   |        | 349,433,865   |       | 225,728,901                                      |       | 1.5482 |   | 1.5480 |   |
| Class D    |       | 129,680,780                   |        | 129,681,752   |       | 83,562,431                                       |       | 1.5519 |   | 1.5519 |   |
| Class I    |       | 60,483,851                    |        | 60,461,651    |       | 37,571,834                                       |       | 1.6098 |   | 1.6092 |   |
| Class DS   |       | 55,035,764                    |        | 55,035,764    |       | 35,485,512                                       |       | 1.5509 |   | 1.5509 |   |
| Class DT   |       | 96,122,899                    |        | 96,122,898    |       | 60,828,778                                       |       | 1.5802 |   | 1.5802 |   |
|       |       | $                             | 761,770,485 |          | $          | 761,687,493                                      |       | 487,519,983 |   |   |   |   |   |
|            |            |                               |             |               |            |                                                  |            |  |  |  |  |  |  |  |  |

 

December 31,2007

 
| ** ** | ** ** | **Net Asset Value** | ** **  | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|---------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other**            | ** **  | **Financial** | ** ** | ** **                                       | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** ** | ** ** | **Purposes**                  | ** **  | **Reporting** | ** ** | **Number of Units**                    | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A    |       | $                             | 55,269,166  |          | $          | 55,249,882                                       |       | 40,117,768 |   | $ | 1.3777 |   | $ | 1.3772 |   |
| Class C    |       | 286,151,621                   |        | 286,091,149   |       | 213,652,153                                      |       | 1.3393 |   | 1.3391 |   |
| Class D    |       | 103,239,603                   |        | 103,236,597   |       | 77,864,803                                       |       | 1.3259 |   | 1.3258 |   |
| Class I    |       | 52,156,427                    |        | 52,132,196    |       | 37,718,572                                       |       | 1.3828 |   | 1.3821 |   |
| Class DS   |       | 17,829,738                    |        | 17,829,738    |       | 13,447,784                                       |       | 1.3258 |   | 1.3258 |   |
| Class DT   |       | 92,508,127                    |        | 92,508,127    |       | 69,259,318                                       |       | 1.3357 |   | 1.3357 |   |
|       |       | $                             | 607,154,682 |          | $          | 607,047,689                                      |       | 452,060,398 |   |   |   |   |   |
|            |            |                               |             |               |            |                                                  |            |  |  |  |  |  |  |  |  |

 

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4.       MARKET AND CREDIT RISK

 

Thenature of this Fund has certain risks, which cannot be presented on thefinancial statements.  The followingsummarizes some of those risks.

 

Market Risk

 

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s Net unrealized profit (loss) on suchderivative instruments as reflected in the Statements of FinancialCondition.  The Fund’s exposure to marketrisk is influenced by a number of factors, including the relationships amongthe derivative instruments held by the Fund as well as the volatility andliquidity 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 controlmarket risk exposure, although there can be no assurance that they will, infact, succeed in doing so.  Theseprocedures focus primarily on monitoring the trading of Winton, calculating theNet Asset Value of the Fund as of the close of business on each day andreviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the marketsto hedge or diversify the Fund’s market exposure, MLAI may urge Winton toreallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected tobe unusual.  It is expected that MLAI’sbasic risk control procedures will consist simply of the ongoing process ofadvisor monitoring, with the market risk controls being applied by Winton.

 

Credit Risk

 

The risks associated with exchange-traded contractsare typically perceived to be less than those associated with over-the-counter(non-exchange-traded) transactions, because exchanges typically (but notuniversally) provide clearinghouse arrangements in which the collective credit(in some cases limited in amount, in some cases not) of the members of theexchange is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on theother hand, traders must rely solely on the credit of their respectiveindividual counterparties.  Margins,which may be subject to loss in the event of a default, are generally requiredin exchange trading, and counterparties may also require margin in theover-the-counter markets.  The creditrisk associated with these instruments from counterparty nonperformance is theNet unrealized profit, if any, included in the Statements of FinancialCondition. The Fund attempts to mitigate this risk by dealing exclusively withMerrill Lynch entities as clearing brokers.

 

The Fund, in its normalcourse of business, enters into various contracts with MLPF&S acting as itscommodity broker.  Pursuant to thebrokerage arrangement with MLPF&S (which includes a netting arrangement),to the extent that such trading results in receivables from and payables toMLPF&S, these receivables and payables are offset and reported as a netreceivable or payable and included in Equity in commodity futures tradingaccounts in the Statements of Financial Condition.

 

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5.       RECENT ACCOUNTINGPRONOUNCEMENTS

 

In March 2008, the FASB released Statement ofFinancial Accounting Standards No. 161, Disclosures about DerivativeInstruments and Hedging Activities – an amendment to FASB Statement No. 133(“FAS 161”). FAS 161 requires qualitative disclosures about objectives andstrategies for using derivatives, quantitative disclosures about fair valueamounts of and gains and losses on derivative instruments, and disclosuresabout credit-risk related contingent features in derivative agreements. Theapplication of FAS 161 is required for fiscal years beginning after November 15,2008 and interim periods within those fiscal years. Currently, the Fund isevaluating the implications of FAS 161 on its financial statements.

 

In May 2008, the FASBissued Statement of Financial Accounting Standards No. 162, “*The Hierarchy of Generally Accepted Accounting Principles*” (“FAS162”). FAS 162 identifies the sources of accounting principles and theframework for selecting the accounting principles used in preparing financialstatements of nongovernmental entities that are presented in conformity withU.S. GAAP. Currently, U.S. GAAP hierarchy is provided in the American Instituteof Certified Public Accountants U.S. Auditing Standards (“AU”) Section 411,“*The Meaning of Present Fairly in Conformity WithGenerally Accepted Accounting Principles*” (“AU Section 411”).FAS 162 is effective 60 days following the SEC’s approval of the Public CompanyAccounting Oversight Board’s amendments to AU Section 411. The Fund doesnot expect the adoption of FAS 162 to have an impact on its financialstatements.

 

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

 

MONTH-END NET ASSET VALUEPER UNIT

(NON US GAAP)

 

MLAI believes thatthe Net Asset Value used to calculate subscription and redemption value andto    report performance to investors throughoutthe year is the most valuable to the Members of the Fund.   Therefore, the charts below referencing NetAsset Value and performance measurements are based on the Net Asset Value forall other purposes, as discussed in Note 2 to the financial statements.

 

Class A

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.2584     |     | $          | 1.1800   |       | $        | 1.1279     |    | $          | 1.1924   |       | $ | 1.2488 |   | $ | 1.2678 |   |
| 2008       |       | $        | 1.4285     |     | $          | 1.5377   |       | $        | 1.5208     |    | $          | 1.5075   |       | $ | 1.5302 |   | $ | 1.6005 |   |

 

Class C

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.2345     |     | $          | 1.1568   |       | $        | 1.1047     |    | $          | 1.1670   |       | $ | 1.2212 |   | $ | 1.2387 |   |
| 2008       |       | $        | 1.3876     |     | $          | 1.4924   |       | $        | 1.4747     |    | $          | 1.4607   |       | $ | 1.4814 |   | $ | 1.5482 |   |

 

Class D

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.1952     |     | $          | 1.1216   |       | $        | 1.0733     |    | $          | 1.1362   |       | $ | 1.1914 |   | $ | 1.2110 |   |
| 2008       |       | $        | 1.3765     |     | $          | 1.4836   |       | $        | 1.4691     |    | $          | 1.4581   |       | $ | 1.4819 |   | $ | 1.5519 |   |

 

Class I

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.2583     |     | $          | 1.1805   |       | $        | 1.1287     |    | $          | 1.1937   |       | $ | 1.2505 |   | $ | 1.2699 |   |
| 2008       |       | $        | 1.4343     |     | $          | 1.5444   |       | $        | 1.5279     |    | $          | 1.5151   |       | $ | 1.5385 |   | 1.6098 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |  |  |  |

 

Class DS

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | $        | 1.1362     |    | $          | 1.1914   |       | $ | 1.2109 |   |
| 2008       |       | $        | 1.3765     |     | $          | 1.4835   |       | $        | 1.4690     |    | $          | 1.4582   |       | $ | 1.4817 |   | $ | 1.5509 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |  |  |  |

 

Class DT

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | $       | 1.1914     |     | $          | 1.2123 |   |
| 2008       |       | $        | 1.3901     |     | $          | 1.5051   |       | $        | 1.4899     |    | $          | 1.4785   |       | $ | 1.5045 |   | $ | 1.5802 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |  |  |  |

 

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PerformanceSummary

 

January 1,2008 to June 30, 2008

 

January 1,2008 to March 31, 2008

 

TheFund posted profits for the quarter with the interest rates, currencies,agriculture, energy and the metals sectors posting gains while the stockindices sector posted losses.

 

Theinterest rates sector posted profits for the Fund. The Fund profited at thebeginning of the quarter by rises in bonds and interest rate futures, led bythe aggressive U.S. Federal Reserve cutting interest rates by a total of 125basis points. Profits continued to be posted for the Fund through mid-quarter.The quarter ended with profits being posted for the fund due to the U.S.Federal Reserve lowering overnight rates by 75 basis points to 2.25% which wasthe 6th reduction since September 2007.

 

Thecurrency sector posted profits for the Fund. Profits were posted for the Fundthroughout the quarter. The U.S. dollar renewed its overall decline mid-quarterwith the Fund’s long positions in the Euro benefiting resulting in profitsbeing posted for the Fund. The dominant theme at the end of the quarter was thecontinued weakness of the U.S. dollar which the Fund exploited primarily withthe U.S. dollar versus the Euro and the U.S. dollar versus the Japanese yenposting profits for the Fund.

 

Theagriculture sector posted profits for the Fund. Profits were posted for theFund at the beginning of the quarter through the middle of the quarter due tothe Fund’s long positions in the sector. The reversal of the recent up trendsin grains caused losses being posted for the Fund at the end of the quarter.

 

Theenergy sector posted profits for the Fund. Losses were posted for the Fund atthe beginning of the quarter from the falling back of energy prices from recenthighs. The Fund experienced renewed strength in the commodity markets with longpositions in the energy sectors posting profits for the Fund at the middle ofthe quarter which continued through the end of the quarter.

 

Themetals sector posted profits for the Fund. Profits were posted to the Fund atthe beginning of the year. The Fund’s long positions in precious metalsaccounted for much of the gains posted for the Fund in the middle of thequarter. The Fund struggled in the final weeks of the quarter with lossesposted for the Fund from precious metals by the subsequent largest one day dropin gold since 1981.

 

The stock indices postedlosses for the Fund. The stock sector suffered the largest losses among thefinancial sectors as global equities experienced sharp losses to begin the NewYear. Despite the overall volatility in global equities, the stock sectorposted gains for the Fund mid-quarter through the end of the quarter.

 

April 1, 2008to June 30, 2008

 

TheFund posted profits for the quarter with the energy, agriculture, stock indicesand currencies sectors posting gains while the metal and interest rate sectorsposted losses.

 

Theenergy sector posted profits for the fund. The energy sector was the stand outperformer for the Fund at the beginning of the quarter with crude oil, unleadedgasoline and natural gas markets all contributing to the profit. The continuedboom in crude oil prices dominated the mid-quarter as the price has increasedover 50% from the first week of February. Profits continued to be posted to theFund as the quarter ended in particular with the renewed surge in crude oil.

 

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Theagriculture sector posted profits for the Fund. Profits were posted for theFund at the beginning of the quarter as grains were the top performer for thesector. Losses were posted to the Fund mid-quarter as grains were mixed,tending to net off against each other. Due to the escalation of grain pricesprofits were posted to the Fund at the end of the quarter.

 

The stock indices sectorposted profits for the Fund. Losses were posted to the Fund at the beginning ofthe quarter through mid-quarter as financial markets continued to be rangebound. June saw a further crystallization of market ranges which had beenthreatening to break out of their ranges for some time. There was a sharpdecline in global equity markets, as the cumulative weight of poor financialfigures, inflationary fears and an increase in negative sentiment combined todepress both G7  (seven industrialized nations of the world:Canada, France, Germany, Italy, Japan, United Kingdom, and the United States ofAmerica) and the global markets.Most markets fell between 5-10% in June and a technical bear market looksto be in place in the United States where a 20% peak to trough decline hasoccurred. The Fund was well positioned to benefit from these conditions, withequity indices accounting for nearly half the monthly return as the quarterended with profits being posted to the Fund.

 

Thecurrency sector posted profits for the Fund. Losses were posted to the Fund atthe beginning of the quarter due to the United States dollar becoming rangebound, albeit near its recent lows. Profits were posted to the Fund mid-quarter through the end of thequarter due to the Fund’s long positions in currencies.

 

Themetals sector posted losses for the Fund. Losses were posted to the Fund at thebeginning of the quarter as trends in the markets ebbed and flowed. Goldresumed its uptrend mid-quarter as did a number of base metals posting profitsto the Fund through the end of the quarter.

 

Theinterest rates sector posted profits for the Fund. Losses were posted to theFund at the beginning of the quarter due to the Fund’s position in long termbonds. Small profits in short term interest rates were offset by equivalentlosses in Bonds in the middle of the quarter. Profits continued to be posted tothe Fund at the end of the quarter.

 

 Performance Summary

 

January 1,2007 to June 30, 2007

 

January 1,2007 to March 31, 2007

 

The Fund posted anoverall loss with the metals sector posting gains and energy, agriculture,currencies, stock indices and interest rates sectors posted losses.

 

The metals sector was theonly profitable sector for the Fund. Profits were generated mid-quarter which offset the losses posted at thebeginning and of the quarter.

 

The energy sector postedlosses for the Fund.  In a continuationof the price action witnessed in December, the rise in U.S. equity markets andthe decline in crude oil prices led to significant gains at the beginning ofthe quarter. However, losses were posted mid-quarter through the end of thequarter due to volatility in the market.

 

The agricultural sectorposted losses for the Fund. The agricultural market was soft and was attributedto the difficult trading environment resulting in the Fund posting losses for thesector.

 

The currency sectorposted losses for the Fund. The quarter began with gains being posted to theFund only to be offset with losses mid-quarter through the end of the quarter.

 

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The stock indices sectorposted losses for the Fund. The markets were choppy and exposures changedcontinuously. Due to the rise in the U.S. equity markets the stock indicessector posted significant gains for the Fund. The steady gains made throughoutmid-quarter were erased in several volatile trading sessions as a sharp drop inthe Chinese stock market sparked a sell off in global equities which fedthrough into the fixed income markets. The quarter ended as high levels of market volatility together withincreased correlation across asset classes posted losses for the Fund.

 

The interest rate sectorwas the least profitable for the Fund. The quarter began with gains beingposted to the Fund due to the surprise increase in the United Kingdom interestrates by the Monetary Police Committee which led to a strong performance in theshort term interest rate positions. However, mid-quarter through the end of thequarter the sector posted losses for the Fund due to high levels of marketvolatility.

 

April 1, 2007 to June 30,2007

 

The Fund posted gains forthe quarter with currencies, interest rates, stock indices, agriculture andenergy sectors posting gains while the metal sector posted losses.

 

The currency sectorposted the highest profits for the Fund. The strength in both the euro andBritish sterling currencies were the main drivers behind the beginning of thequarter’s profits being posted to the Fund which continued through themid-quarter. Market volatility increased at the end of the quarter leading tostrong returns in the currency markets.

 

The interest rate sectorposted profits for the Fund. Profits were posted to the Fund throughout thequarter. A growing appetite for risk mid quarter, led to an increase demand notonly for stocks across the globe, but also fed through into the fixed incomemarkets, as bonds sold off and short term interest rate expectations increasedin both the United States and Europe. Strong returns were also posted in thefixed income markets as both short and long term interest rate expectationsrose as the quarter ended.

 

The stock indices sectorposted profits for the Fund. The continued recovery in global equity markets atthe beginning of the quarter was one of the main drivers in strong gains beingposted for the Fund. Equity markets continued to rally mid quarter through theend of the quarter as a combination of M&A activity and a growing appetitefor risk led to an increased demand for stocks across the globe.

 

The agricultural sectorposted profits for the Fund. The agricultural market was soft which attributedto the difficult trading environment resulting in the Fund posting losses thebeginning of the quarter which was offset by gains from mid-quarter through theend of the quarter.

 

Theenergy sector also posted profits for the Fund. Profits were posted at thebeginning of the quarter through the mid-quarter only. Trading at quarter’s endwas difficult because of weather conditions and geopolitical pressure.

 

The metals sector postedlosses for the Fund.  Profits were postedat the beginning of the quarter as metals benefited from the re-emergence ofstable trends as prices driven by tightening fundamentals and demand growthrallied. Mid quarter prices were driven down due to profit-taking and concernsover the strength of future Chinese demand. The quarter ended with losses dueto supply tightness and bouts of increased risk aversion.

 

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Item3.   Quantitative and QualitativeDisclosures About Market Risk

 

The Fund is a speculativecommodity pool. The market sensitive instruments held by it are acquired forspeculative trading purposes and all or substantially all of the Fund’s assetsare subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments isintegral, not incidental, to the Fund’s main line of business.

 

Market movements resultin 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 isinfluenced by a wide variety of factors, including the level and volatility ofinterest rates, exchange rates, equity price levels, the market value offinancial instruments and contracts, the diversification effects among the Fund’sopen positions and the liquidity of the markets in which it trades.

 

The Fund, under thedirection of Winton, rapidly acquires and liquidates both long and shortpositions in currency markets. Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Fund’s past performance is notnecessarily indicative of its future results.

 

Value at Risk is ameasure of the maximum amount which the Fund could reasonably be expected tolose in a given market sector. However, the inherent uncertainty of the Fund’sspeculative trading and the recurrence in the markets traded by the Fund ofmarket movements far exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or the Fund’sexperience to date (i.e., “risk of ruin”). In light of the foregoing, as wellas the risks and uncertainties intrinsic to all future projections, thequantifications included in this section should not be considered to constituteany assurance or representation that the Fund’s losses in any market sectorwill be limited to Value at Risk or by the Fund’s attempts to manage its marketrisk.

 

Quantifying The Fund’s TradingValue At Risk

 

QuantitativeForward-Looking Statements

 

The followingquantitative disclosures regarding the Fund’s market risk exposures contain “forward-lookingstatement” within the meaning of the safe harbor from civil liability providedfor such statements by the Private Securities Litigation Reform Act of 1995(set forth in Section 27A of the Securities Act of 1933 and Section 21Eof the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to beforward-looking statements for purposes of the safe harbor, except forstatements of historical fact.

 

The Fund’s risk exposurein the various market sectors traded by Winton is quantified below in terms ofValue at Risk.  Due to the Fund’smark-to-market accounting, any loss in the fair value of the Fund’s openpositions is directly reflected in the Fund’s earnings (realized or unrealized)and cash flow (at least in the case of exchange-traded contracts in whichprofits and losses on open positions are settled daily through variationmargin).

 

Exchange maintenancemargin requirements have been used by the Fund as the measure of its Value atRisk.  Maintenance margin requirementsare set by exchanges to equal or exceed the maximum loss in the fair value of anygiven contract incurred in 95%-99% of the one-day time periods included in thehistorical sample (generally approximately one year) researched for purposes ofestablishing margin levels.  Themaintenance margin levels are established by dealers and exchanges using historicalprice studies as well as an assessment of current market volatility (includingthe implied volatility of the options on a given futures contract) and economicfundamentals to provide a probabilistic estimate of the maximum expectednear-term one-day price fluctuation.

 

17

----

 

In the case of market sensitive instruments which are notexchange-traded (almost exclusively currencies in the case of the Fund), themargin requirements for the equivalent futures positions have been used asValue at Risk.  In those rare cases inwhich a futures-equivalent margin is not available, dealers’ margins have beenused.

 

100% positive correlation in the different positions held in eachmarket risk category has been assumed. Consequently, the margin requirements applicable to the open contractshave been aggregated to determine each trading category’s aggregate Value atRisk.  The diversification effectsresulting from the fact that the Fund’s positions are rarely, if ever, 100%positively correlated have not been reflected.

 

***TheFund’s Trading Value at Risk in Different Market Sectors***

 

The following table indicates theaverage, highest and lowest trading Value at Risk associated with the Fund’sopen positions by market category for the fiscal period. For the six monthsended June 30, 2008 and 2007, the Fund’s average Month-end Net Asset Valuefor all other purposes was approximately $681,531,122 and $398,643,270,respectively.

 

**June 30, 2008**

 
| ** **        | ** ** | **Average**       | ** ** | **% of  Average**  | ** ** | **Highest  Value** |       | **Lowest  Value** |   |
|-------------------|------------|-------------------|------------|--------------------|------------|--------------------|------------|-------------------|--------|
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**        | ** ** | **At Risk**       |   |
|              |       |              |       |               |       |               |       |              |   |
| Agriculture       |       | $                 | 2,107,138  |               | 0.31       | %                  | $          | 3,763,862         |   | $ | 871,669 |   |
| Currencies        |       | 6,374,310         |       | 0.94               | %          | 9,107,802          |       | 3,712,242         |   |
| Energy            |       | 2,010,443         |       | 0.29               | %          | 3,251,428          |       | 966,249           |   |
| Interest  Rates   |       | 24,747,654        |       | 3.63               | %          | 28,751,157         |       | 17,648,522        |   |
| Metals            |       | 1,428,197         |       | 0.21               | %          | 2,316,237          |       | 766,037           |   |
| Stock  Indices    |       | 1,664,449         |       | 0.24               | %          | 4,224,351          |       | 95,514            |   |
|              |       |              |       |               |       |               |       |              |   |
| TOTAL             |       | $                 | 38,332,191 |               | 5.62       | %                  | $          | 51,414,836        |   | $ | 24,060,234 |   |

 

**June 30, 2007**

 
| ** **        | ** ** | **Average**       | ** ** | **% of  Average**  | ** ** | **Highest  Value** | ** ** | **Lowest  Value** |   |
|-------------------|------------|-------------------|------------|--------------------|------------|--------------------|------------|-------------------|--------|
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**        | ** ** | **At Risk**       |   |
|              |       |              |       |               |       |               |       |              |   |
| Agriculture       |       | $                 | 324,168    |               | 0.08       | %                  | $          | 765,859           |   | $ | 33,930 |   |
| Currencies        |       | 1,559,508         |       | 0.39               | %          | 2,641,921          |       | 293,028           |   |
| Energy            |       | 184,402           |       | 0.05               | %          | 431,703            |       | 57,256            |   |
| Interest  Rates   |       | 36,784,349        |       | 9.23               | %          | 58,968,343         |       | 19,875,531        |   |
| Metals            |       | 443,167           |       | 0.11               | %          | 700,634            |       | 265,629           |   |
| Stock  Indices    |       | 2,842,687         |       | 0.71               | %          | 4,289,811          |       | 1,339,072         |   |
|              |       |              |       |               |       |               |       |              |   |
| TOTAL             |       | $                 | 42,138,281 |               | 10.57      | %                  | $          | 67,798,271        |   | $ | 21,864,446 |   |

 

18

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Material Limitations on Value at Riskas an Assessment of Market Risk

 

The face value of the market sectorinstruments held by the Fund is typically many times the applicable maintenancemargin requirement (maintenance margin requirements generally ranging betweenapproximately 1% and 10% of contract face value) as well as many times thecapitalization of the Fund.  Themagnitude of the Fund’s open positions creates a “risk of ruin” not typicallyfound 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 toincur severe losses over a short period of time.   The foregoing Value at Risk table — as wellas the past performance of the Fund — gives no indication of this “risk ofruin.”

 

**Non-TradingRisk**

 

ForeignCurrency Balances; Cash on Deposit with MLPF&S

 

TheFund has non-trading market risk on its foreign cash balances not needed formargin. However, these balances (as well as the market risk they represent) areimmaterial.

 

TheFund also has non-trading market risk on the approximately 90%-95% of itsassets which are held in  cash at MLPF&S. The valueof this cash is not interest rate sensitive, but there is cash flow risk inthat ifinterest ratesdecline so will the cash flow generated on these monies. This cash flow risk isimmaterial.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

Thefollowing qualitative disclosures regarding the Fund’s market risk exposures — exceptfor (i) those disclosures that are statements of historical fact and (ii) thedescriptions of how the Fund manages its primary market risk exposures — constituteforward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act. The Fund’sprimary market risk exposures as well as the strategies used and to be used byMLAI and Winton for managing such exposures are subject to numerousuncertainties, contingencies and risks, any one of which could cause the actualresults of the Fund’s risk controls to differ materially from the objectives ofsuch strategies. Government interventions, defaults and expropriations,illiquid markets, the emergence of dominant fundamental factors, politicalupheavals, changes in historical price relationships, an influx of new marketparticipants, increased regulation and many other factors could result inmaterial losses as well as in material changes to the risk exposures and therisk management strategies of the Fund. There can be no assurance that the Fund’scurrent market exposure and/or risk management strategies will not changematerially 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 ofthe time value of their investment in the Fund.

 

19

----

 

Item 4. Controls and Procedures

 

MLAI’sChief Executive Officer and the Chief Financial Officer, on behalf of the Fund,have evaluated the effectiveness of the design and operation of the disclosurecontrols and procedures with respect to the Fund as of and for the quarterwhich ended June 30, 2008, and, based on this evaluation, have concludedthat these disclosure controls and procedures are effective. Additionally,there were no significant changes in the Fund’s internal controls overfinancial reporting which materially affect such internal controls.

 

*Changes in Internal Controls over Financial Reporting*

 

Nochange in internal controls over financial reporting (as defined in Rule 13a-15(f) underthe Exchange Act) occurred during the quarter which ended June 30, 2008that has materially affected, or is reasonable likely to materially affect, theFund’s internal controls, over financial reporting.

 

*Management’s Report on Internal Control over FinancialReporting:*

 

TheFund’s management is responsible for establishing and maintaining adequateinternal controls over financial reporting.  The Fund’s internal controlsover financial reporting is a process designed under the supervision of MLAI’sChief Executive Officer and the Chief Financial Officer, on behalf of the Fundand is effected by management, other personnel and service providers to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withU.S. GAAP  include  policies and procedures that:

 

·  Pertainto the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Fund.

 

·  Providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Fund are being made only in accordance withauthorizations of management of the Fund and Board of Managers of MLAI.

 

·  Providereasonable assurance regarding prevention or timely detection of unauthorizedacquisitions, use or disposition of the Fund’s assets that could have amaterial effect on the financial statements of the Fund.

 

Becauseof its inherent limitations, internal controls over financial reporting canonly provide reasonable assurance with respect to financial statementpreparation and presentation.  Projections of any evaluation ofeffectiveness to future periods are subject to the risks that controls maybecome inadequate because of changes in condition, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

TheFund’s management assessed the effectiveness of the Fund’s internal controlsover financial reporting as of June 30, 2008.  In making thisassessment, management used the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) in “InternalControl-Integrated Framework”.

 

Basedon its assessment the Fund’s management concluded that at June 30, 2008the Fund’s internal controls over financial reporting was effective.

 

20

----

 

PART II -OTHER INFORMATION

 

Item 1.  LegalProceedings

 

            None.

 

Item 1A.  Risk Factors

 

## Past Performance Not Necessarily Indicative of Future Results

##  

Past performance is not necessarily indicativeof future results.  The trading advisor’spast performance may not be representative of how it may trade in the futurefor the Fund.

 

## Volatile Markets; Highly Leveraged Trading

##  

Futures and forward trading is highly leveraged,and market price levels are volatile and materially affected by unpredictablefactors such as weather and governmental intervention.  The combination of leverage and volatilitycreates a high degree of risk.

 

## Importance of General Market Conditions

##  

Overall market or economic conditions — whichneither MLAI nor the trading advisor can predict or control — have a materialeffect on the performance of any managed futures strategy.

 

## Forward Trading

##  

The Fund will trade currencies in the forwardmarkets in addition to in the futures markets. The forward markets are over-the-counter, non-exchange markets, and intrading in these markets, the Fund will be dependent on the credit standing ofthe counterparties with which they trade, without the financial support of anyclearinghouse system.  In addition, theprices offered for the same forward contract may vary significantly amongdifferent forward market participants. Forward market counterparties are under no obligation to enter into forwardtransactions with a Fund, including transactions through which the Fund isattempting to liquidate open positions.

 

## Increased Assets Under Management

##  

There appears to be a tendency for the rates ofreturn achieved by managed futures advisors to decline as assets undermanagement increase.  The trading advisorhas not agreed to limit the amount of additional equity which it may manage.

 

## Trading Advisor Risk

##  

The Fund is subject to the risk of the badjudgment, negligence or misconduct of its trading advisor.  There have been a number of instances inrecent years in which private investment funds have incurred substantial lossesdue to manager misconduct.

 

21

----

 

## Changes in Trading Strategy

##  

The trading advisor may make materialchanges in its trading strategies without the knowledge of MLAI.

 

## Illiquid Markets

##  

Certain positions held by the Fund may becomeilliquid, preventing the Fund’s trading advisor from acquiring positionsotherwise indicated by its strategy or making it impossible for the tradingadvisor to close out positions against which the market is moving.

 

Certain futures markets are subject to “dailyprice limits,” restricting the maximum amount by which the price of aparticular contract can change during any given trading day.  Once a contract’s price has moved “the limit,”it may be impossible or economically non-viable to execute trades in suchcontract.  From time to time, prices havemoved “the limit” for a number of consecutive days, making it impossible fortraders against whose positions the market was moving to prevent large losses.

 

## Trading on Non-U.S. Exchanges

##  

The trading advisor may trade extensively onnon-U.S. exchanges.  These exchanges arenot regulated by any United States governmental agency.  The Fund could incur substantial lossestrading on foreign exchanges to which it would not have been subject had itstrading advisor limited its trading to U.S. markets.

 

The profits and losses derived from tradingforeign futures and options will generally be denominated in foreigncurrencies; consequently, the Fund will be subject to a certain degree ofexchange-rate risk in trading such contracts.

 

The Fund Could Lose Assets and Have Its Trading Disrupted Due to theBankruptcy of One of the Parties

 

The Fund is subject to therisk of insolvency of a counterparty, an exchange, a clearinghouse orMLPF&S. Fund assets could be lost or impounded during lengthy bankruptcyproceedings.  Were a substantial portionof the Fund’s capital tied up in a bankruptcy, MLAI might suspend or limittrading, perhaps causing the Fund to miss significant profit opportunities.There are increased risks in dealing with unregulated trading counterpartiesincluding the risk that assets may not benefit from the protection afforded to “customerfunds” deposited with regulated dealers and brokers.

 

22

----

 

Item 2.          Unregistered Sales of EquitySecurities and Use of Proceeds

 

(a)    Issuance to accredited investors pursuant toRegulation D and Section 4(6) under the Securities Act.  The selling agent of the following Class ofUnits was MLPF&S.

 

CLASS A

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       |             | $          | 2,895,925  |       | 2,102,000 |   | $ | 1.3777 |   |
| Feb-08     |       |             | 1,305,519  |       | 913,909    |   | 1.4285 |   |
| Mar-08     |       |             | 4,174,121  |       | 2,714,522  |   | 1.5377 |   |
| Apr-08     |       |             | 3,387,092  |       | 2,227,178  |   | 1.5208 |   |
| May-08     |       |             | 2,896,497  |       | 1,921,391  |   | 1.5075 |   |
| Jun-08     |       |             | 1,818,936  |       | 1,188,692  |   | 1.5302 |   |
| Jul-08     |       |             | 2,335,000  |       | 1,458,919  |   | 1.6005 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS C

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       |             | $          | 6,097,898  |       | 4,553,049 |   | $ | 1.3393 |   |
| Feb-08     |       |             | 6,267,310  |       | 4,516,655  |   | 1.3876 |   |
| Mar-08     |       |             | 10,173,344 |       | 6,816,767  |   | 1.4924 |   |
| Apr-08     |       |             | 14,855,255 |       | 10,073,408 |   | 1.4747 |   |
| May-08     |       |             | 7,133,755  |       | 4,883,792  |   | 1.4607 |   |
| Jun-08     |       |             | 5,655,588  |       | 3,817,732  |   | 1.4814 |   |
| Jul-08     |       |             | 8,688,057  |       | 5,611,715  |   | 1.5482 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS DS

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**** (1)** | ** ** |
| ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** ** | ** ** |
| Jan-08     |       |             | $          | 1,810,547  |       | 1,365,626 |   | $ | 1.3258 |   |
| Feb-08     |       |             | 1,356,925  |       | 985,779    |   | 1.3765 |   |
| Mar-08     |       |             | 3,310,268  |       | 2,231,391  |   | 1.4835 |   |
| Apr-08     |       |             | 10,150,741 |       | 6,909,967  |   | 1.4690 |   |
| May-08     |       |             | 8,173,371  |       | 5,605,110  |   | 1.4582 |   |
| Jun-08     |       |             | 7,319,384  |       | 4,939,855  |   | 1.4817 |   |
| Jul-08     |       |             | 6,156,293  |       | 3,969,497  |   | 1.5509 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       |             | $          | 20,000     |       | 15,084 |   | $ | 1.3259 |   |
| Feb-08     |       |             | 219,396    |       | 159,387    |   | 1.3765 |   |
| Mar-08     |       |             | —     |       | —     |   | 1.4836 |   |
| Apr-08     |       |             | 1,004,998  |       | 684,091    |   | 1.4691 |   |
| May-08     |       |             | 10,013,998 |       | 6,867,841  |   | 1.4581 |   |
| Jun-08     |       |             | 4,999,998  |       | 3,374,046  |   | 1.4819 |   |
| Jul-08     |       |             | 12,999,000 |       | 8,376,184  |   | 1.5519 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**** (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       |             | $          | 2,820,899  |       | 2,039,991 |   | $ | 1.3828 |   |
| Feb-08     |       |             | 790,980    |       | 551,475    |   | 1.4343 |   |
| Mar-08     |       |             | 259,837    |       | 168,244    |   | 1.5444 |   |
| Apr-08     |       |             | 871,988    |       | 570,710    |   | 1.5279 |   |
| May-08     |       |             | 67,415     |       | 44,496     |   | 1.5151 |   |
| Jun-08     |       |             | 105,619    |       | 68,652     |   | 1.5385 |   |
| Jul-08     |       |             | 1,379,317  |       | 856,825    |   | 1.6098 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS DT

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**** (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       |             | $          | —     |       | — |   | $ | 1.3357 |   |
| Feb-08     |       |             | —     |       | —     |   | 1.3901 |   |
| Mar-08     |       |             | —     |       | —     |   | 1.5051 |   |
| Apr-08     |       |             | —     |       | —     |   | 1.4899 |   |
| May-08     |       |             | —     |       | —     |   | 1.4785 |   |
| Jun-08     |       |             | —     |       | —     |   | 1.5045 |   |
| Jul-08     |       |             | —     |       | —     |   | 1.5802 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

----

(1) Net Asset Value for all other purposes.

 

(b)         None.

(c)          None.

 

23

----

 

Item 3.           DefaultsUpon Senior Securities

 

                       None.

 

Item 4.           Submissionof Matters to a Vote of Security Holders

 

                       None.

 

Item 5.           OtherInformation

 

                       None.

 

Item 6.           Exhibits

 

The followingexhibits are incorporated by reference or are filed herewith to this QuarterlyReport on Form 10-Q:

 

31.01 and

31.02               Rule 13a-14(a)/15d-14(a) Certifications

 

Exhibit 31.01

and 31.02       Arefiled herewith.

 

32.01 and

32.02               Section 1350 Certifications

 

Exhibit 32.01

and 32.02       Arefiled herewith.

 

24

----

 

**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 

 
|                        |   | ML  WINTON FUTURESACCESS LLC |
|-----------------------------|--------|------------------------------|
|                        |   |                         |   |
|                        |   |                         |   |
|                        |   | By:                          | MERRILL LYNCH ALTERNATIVE |
|                        |   |                         |           INVESTMENTS  LLC |
|                        |   |                         |              (Manager) |
|                        |   |                         |   |
|                        |   |                         |   |
| Date:  August 13, 2008 |   | By                           |  /s/ PAUL MORTON |
|                        |   |                         | Paul  Morton |
|                        |   |                         | Chief  Executive Officer, President and Manager |
|                        |   |                         | (Principal  Executive Officer) |
|                        |   |                         |   |
| Date:  August 13, 2008 |   |                         |   |
|                        |   | By                           |  /s/ BARBRA E. KOCSIS |
|                        |   |                         | Barbra  E. Kocsis |
|                        |   |                         | Chief  Financial Officer |
|                        |   |                         | (Principal  Financial and Accounting Officer) |

 

25

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