**UNITED STATES SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.20549**

**FORM 10-Q**

| **(Mark One)**                                                                                                                                                   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                             |
| **x**** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**                                                          |
| ** **                                                                                                                                                       |
| **For the quarterly period ended March 31, 2007**                                                                                                                |
|                                                                                                                                                             |
| **OR**                                                                                                                                                           |
| ** **                                                                                                                                                       |
| **o**** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**                                                         |
| ** **                                                                                                                                                       |
| **For the transition period from             to           ** |
| ** **                                                                                                                                                       |
| **Commission File Number 0-51084**                                                                                                                               |

 

# **ML WINTON FUTURESACCESS LLC**

(Exact Name ofRegistrant as

specified in its charter)

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

 

**c/o Merrill Lynch AlternativeInvestments LLC**

**Princeton Corporate Campus**

**800 Scudders Mill Road -  Section 2G**

**Plainsboro,New Jersey 08536**

 (Address of principal executive offices)

(Zip Code)

**609-282-6091**

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be 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 suchfiling requirements for the past 90 days.

Yes  x      No  o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of the ExchangeAct. (Check one):

Large accelerated filer o    Accelerated filer o       Non-accelerated filer x

Indicateby check mark whether registrant is a shell company (as defined by Rule 12b-2of the Exchange Act).

Yes   o   No   x

Indicate by check mark whether the registrant has filed all documentsand reports required 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

 

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**ML WINTON FUTURESACCESS LLC**

QUARTERLY REPORT FORMARCH 31, 2007 ON FORM 10-Q

Table of Contents
|         | ** ** | PART I                                                                                      | ** ** | ** ** |
|---------|------------|---------------------------------------------------------------------------------------------|------------|------------|
| Item 1. |       | Financial Statements                                                                        |       | 1          |
|    |       |                                                                                        |       |       |
| Item 2. |       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |       | 8          |
|    |       |                                                                                        |       |       |
| Item 3. |       | Quantitative  and Qualitative Disclosures About Market Risk                                 |       | 10         |
|    |       |                                                                                        |       |       |
| Item 4. |       | Controls and  Procedures                                                                    |       | 12         |
|    |       |                                                                                        |       |       |
|    |       | PART II                                                                                     |       |       |
|    |       |                                                                                        |       |       |
| Item 1. |       | Legal Proceedings                                                                           |       | 13         |
|    |       |                                                                                        |       |       |
| Item 2. |       | Unregistered  Sales of Equity Securities and Use of Proceeds                                |       | 14         |
|    |       |                                                                                        |       |       |
| Item 3. |       | Defaults Upon  Senior Securities                                                            |       | 14         |
|    |       |                                                                                        |       |       |
| Item 4. |       | Submission of  Matters to a Vote of Security Holders                                        |       | 14         |
|    |       |                                                                                        |       |       |
| Item 5. |       | Other Information                                                                           |       | 14         |
|    |       |                                                                                        |       |       |
| Item 6. |       | Exhibits and  Reports on Form 8-K                                                           |       | 15         |

 

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PART I - FINANCIALINFORMATION

Item1.    Financial Statements

ML WINTONFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION
| ** **                                                                            | ** ** | **March 31,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------|------------|--------------------|-------------|-----------------------|------------|
| ** **                                                                            | ** ** | **2007**           | ** **  | **2006**              | ** ** |
| ** **                                                                            | ** ** | **(unaudited)**    | ** **  | ** **            | ** ** |
| ** **                                                                            | ** ** | ** **         | ** **  | ** **            | ** ** |
| **ASSETS:**                                                                           | ** ** | ** **         | ** **  | ** **            | ** ** |
| Equity in commodity  futures trading accounts:                                        |       |               |        |                  |       |
| Cash (including  restricted cash of $60,928,081 for 2007                              |       | $                  | 346,784,497 |                  | $          | 320,681,230 |   |
| and $97,706,658  for 2006)                                                            |       |               |        |                  |       |
| Net unrealized  profit on open contracts                                              |       | 6,497,549          |        | 11,425,353            |       |
| Cash                                                                                  |       | 51,333             |        | 70,297                |       |
| Accrued interest                                                                      |       | 1,485,660          |        | 1,354,727             |       |
|                                                                                  |       |               |        |                  |       |
| **TOTAL  ASSETS**                                                                     |       | $                  | 354,819,039 |                  | $          | 333,531,607 |   |
|                                                                                  |       |               |        |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                           | ** ** | ** **         | ** **  | ** **            | ** ** |
| LIABILITIES:                                                                          |       |               |        |                  |       |
| Brokerage  commissions payable                                                        |       | $                  | 129,573     |                  | $          | 173,655 |   |
| Management fee  payable                                                               |       | 590,665            |        | 548,086               |       |
| Sponsor fee  payable                                                                  |       | 535,745            |        | 511,423               |       |
| Performance fee  payable                                                              |       | —             |        | 5,417,903             |       |
| Redemptions  payable                                                                  |       | 3,714,089          |        | 3,409,083             |       |
| Initial offering  costs payable                                                       |       | 140,507            |        | 152,506               |       |
| Other                                                                                 |       | 290,677            |        | 268,807               |       |
|                                                                                  |       |               |        |                  |       |
| Total  liabilities                                                                    |       | 5,401,256          |        | 10,481,463            |       |
|                                                                                  |       |               |        |                  |       |
| MEMBERS’ CAPITAL:                                                                |       |               |        |                  |       |
| Sponsor’s  Interest (19,470 Units and 19,470 Units)                              |       | 21,734             |        | 23,313                |       |
| Members’  Interest (316,380,084 Units and 272,578,635 Units)                     |       | 349,396,049        |        | 323,026,831           |       |
|                                                                                  |       |               |        |                  |       |
| Total members’  capital                                                          |       | 349,417,783        |        | 323,050,144           |       |
|                                                                                  |       |               |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                      |       | $                  | 354,819,039 |                  | $          | 333,531,607 |   |
|                                                                                  |       |               |        |                  |       |
| **NET ASSET VALUE PER UNIT (Note  2)**                                                | ** ** | ** **         | ** **  | ** **            | ** ** |
| ** **                                                                            | ** ** | ** **         | ** **  | ** **            | ** ** |
| (Based on 316,399,554  and 272,598,105 Units outstanding, unlimited Units authorized) |       |               |        |                  |       |

 

See notes tofinancial statements.

 

1

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ML WINTON FUTURESACCESS LLC 

(a Delaware Limited Liability Company)

STATEMENTS OFOPERATIONS

(unaudited)
| ** **                                    | ** ** | **For the three** | ** **  | **For the three** | ** ** |
|-----------------------------------------------|------------|-----------------------------|-------------|-----------------------------|------------|
| ** **                                    | ** ** | **months ended**       | ** **  | **months ended**       | ** ** |
| ** **                                    | ** ** | **March 31,**          | ** **  | **March 31,**          | ** ** |
| ** **                                    | ** ** | **2007**                    | ** **  | **2006**                    | ** ** |
| **TRADING  PROFIT (LOSS):**                   | ** ** | ** **                  | ** **  | ** **                  | ** ** |
|                                          |       |                        |        |                        |       |
| Realized                                      |       | $                           | (21,151,989 | )                           | $          | 3,520,607 |   |
| Change in  unrealized                         |       | (4,927,804                  | )           | 3,192,278                   |       |
| Brokerage  commissions                        |       | (589,415                    | )           | (340,103                    | )          |
|                                          |       |                        |        |                        |       |
| Total trading profit (loss)                   |       | (26,669,208                 | )           | 6,372,782                   |       |
|                                          |       |                        |        |                        |       |
| **INVESTMENT  INCOME:**                       | ** ** | ** **                  | ** **  | ** **                  | ** ** |
| Interest                                      |       | 4,450,763                   |        | 1,377,489                   |       |
|                                          |       |                        |        |                        |       |
| **EXPENSES:**                                 | ** ** | ** **                  | ** **  | ** **                  | ** ** |
| Management fee                                |       | 1,784,723                   |        | 692,562                     |       |
| Sponsor fee                                   |       | 1,617,391                   |        | 662,515                     |       |
| Performance fee                               |       | —                      |        | 1,200,474                   |       |
| Other                                         |       | 214,384                     |        | 76,433                      |       |
| Total expenses                                |       | 3,616,498                   |        | 2,631,984                   |       |
|                                          |       |                        |        |                        |       |
| **NET  INVESTMENT INCOME (LOSS)**             |       | 834,265                     |        | (1,254,495                  | )          |
|                                          |       |                        |        |                        |       |
| **NET  INCOME (LOSS)**                        |       | $                           | (25,834,943 | )                           | $          | 5,118,287 |   |
|                                          |       |                        |        |                        |       |
| **NET  INCOME (LOSS) PER UNIT:**              | ** ** | ** **                  | ** **  | ** **                  | ** ** |
| ** **                                    | ** ** | ** **                  | ** **  | ** **                  | ** ** |
| Weighted average  number of Units outstanding |       |                        |        |                        |       |
| Class A                                       |       | 35,660,350                  |        | 17,673,998                  |       |
| Class C                                       |       | 184,782,719                 |        | 76,098,013                  |       |
| Class D                                       |       | 51,272,843                  |        | 10,903,442                  |       |
| Class I                                       |       | 34,262,893                  |        | 20,914,394                  |       |
|                                          |       |                        |        |                        |       |
| Net income  (loss) per weighted average Unit  |       |                        |        |                        |       |
| Class A                                       |       | $                           | (0.0853     | )                           | $          | 0.0420 |   |
| Class C                                       |       | $                           | (0.0855     | )                           | $          | 0.0402 |   |
| Class D                                       |       | $                           | (0.0810     | )                           | $          | 0.0426 |   |
| Class I                                       |       | $                           | (0.0829     | )                           | $          | 0.0409 |   |

 

See notes tofinancial statements.

 

2

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ML WINTONFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OFCHANGES IN MEMBERS’ CAPITAL

For the threemonths ended March 31, 2007 and 2006 

(unaudited)
| ** **                 | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  March 31, 2006** | ** ** | **Members’ Capital  December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  March 31, 2007** | ** ** |
|----------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|----------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|----------------------------------------------------------|------------|
| Class A                    |       | 15,522,119                                                  |       | 3,956,059         |       | (277,860        | )          | 19,200,318                                               |       | 32,046,486                                                  |       | 5,654,719         |       | (1,070,224      | )          | 36,630,981                                               |       |
| Class C                    |       | 62,583,887                                                  |       | 24,860,484        |       | (3,364,639      | )          | 84,079,732                                               |       | 170,519,442                                                 |       | 25,094,203        |       | (4,691,784      | )          | 190,921,861                                              |       |
| Class D                    |       | 9,764,594                                                   |       | 1,138,848         |       | —          |       | 10,903,442                                               |       | 39,225,345                                                  |       | 14,177,559        |       | —          |       | 53,402,904                                               |       |
| Class I                    |       | 17,936,086                                                  |       | 3,919,180         |       | (56,489         | )          | 21,798,777                                               |       | 30,787,362                                                  |       | 4,744,345         |       | (107,369        | )          | 35,424,338                                               |       |
|                       |       |                                                        |       |              |       |            |       |                                                     |       |                                                        |       |              |       |            |       |                                                     |       |
| Total Members’ Units  |       | 105,806,686                                                 |       | 33,874,571        |       | (3,698,988      | )          | 135,982,269                                              |       | 272,578,635                                                 |       | 49,670,826        |       | (5,869,377      | )          | 316,380,084                                              |       |
|                       |       |                                                        |       |              |       |            |       |                                                     |       |                                                        |       |              |       |            |       |                                                     |       |
| Class A                    |       | 9,713                                                       |       | —            |       | —          |       | 9,713                                                    |       | 9,713                                                       |       | —            |       | —          |       | 9,713                                                    |       |
| Class C                    |       | 9,757                                                       |       | —            |       | —          |       | 9,757                                                    |       | 9,757                                                       |       | —            |       | —          |       | 9,757                                                    |       |
| Class D                    |       | —                                                      |       | —            |       | —          |       | —                                                   |       | —                                                      |       | —            |       | —          |       | —                                                   |       |
| Class I                    |       | —                                                      |       | —            |       | —          |       | —                                                   |       | —                                                      |       | —            |       | —          |       | —                                                   |       |
|                       |       |                                                        |       |              |       |            |       |                                                     |       |                                                        |       |              |       |            |       |                                                     |       |
| Total Sponsor’s Units |       | 19,470                                                      |       | —            |       | —          |       | 19,470                                                   |       | 19,470                                                      |       | —            |       | —          |       | 19,470                                                   |       |

 

See notes tofinancial statements.

3

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ML WINTONFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGESIN MEMBERS’ CAPITAL

For the threemonths ended March 31, 2007 and 2006 

 (unaudited)
| ** **                    | ** ** | **Members’ Capital  December 31, 2005** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** ** | **Members’ Capital  March 31, 2006** | ** ** | **Members’ Capital  December 31, 2006** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **Net Loss** | ** ** | **Members’ Capital  March 31, 2007** | ** ** |
|-------------------------------|------------|-------------------------------------------------------------|-------------|-------------------|------------|-----------------|------------|---------------------|------------|----------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|-------------|-----------------|------------|-------------------|------------|----------------------------------------------------------|------------|
| Class A                       |       | $                                                           | 16,602,088  |              | $          | 4,285,132       |       | $                   | (301,399   | )                                                        | $          | 741,412                                                     |       | $                 | 21,327,233  |            | $          | 38,699,738        |       | $                                                        | 6,865,013  |   | $ | (1,230,798 | ) | $ | (3,041,516 | ) | $ | 41,292,437 |   |
| Class C                       |       | 66,470,039                                                  |        | 26,671,764        |       | (3,682,545      | )          | 3,056,708           |       | 92,515,966                                               |       | 202,215,652                                                 |       | 29,756,642        |        | (5,337,875      | )          | (15,795,257       | )          | 210,839,162                                              |       |
| Class D                       |       | 9,797,722                                                   |        | 1,144,998         |       | —          |       | 463,967             |       | 11,406,687                                               |       | 44,952,646                                                  |       | 16,512,992        |        | —          |       | (4,155,653        | )          | 57,309,985                                               |       |
| Class I                       |       | 19,077,399                                                  |        | 4,230,270         |       | (62,211         | )          | 855,438             |       | 24,100,896                                               |       | 37,158,795                                                  |       | 5,766,374         |        | (129,766        | )          | (2,840,938        | )          | 39,954,465                                               |       |
| Total Members’ Interests |       | $                                                           | 111,947,248 |              | $          | 36,332,164      |       | $                   | (4,046,155 | )                                                        | $          | 5,117,525                                                   |       | $                 | 149,350,782 |            | $          | 323,026,831       |       | $                                                        | 58,901,021 |   | $ | (6,698,439 | ) | $ | (25,833,364 | ) | $ | 349,396,049 |   |
|                          |       |                                                        |        |              |       |            |       |                |       |                                                     |       |                                                        |       |              |        |            |       |              |       |                                                     |       |
| Class A                       |       | $                                                           | 10,410      |              | $          | —          |       | $                   | —     |                                                     | $          | 395                                                         |       | $                 | 10,805      |            | $          | 11,737            |       | $                                                        | —     |   | $ | — |   | $ | (782 | ) | $ | 10,955 |   |
| Class C                       |       | 10,384                                                      |        | —            |       | —          |       | 367                 |       | 10,751                                                   |       | 11,576                                                      |       | —            |        | —          |       | (797              | )          | 10,779                                                   |       |
| Class D                       |       | —                                                      |        | —            |       | —          |       | —              |       | —                                                   |       | —                                                      |       | —            |        | —          |       | —            |       | —                                                   |       |
| Class I                       |       | —                                                      |        | —            |       | —          |       | —              |       | —                                                   |       | —                                                      |       | —            |        | —          |       | —            |       | —                                                   |       |
| Total Sponsor’s Interest |       | $                                                           | 20,794      |              | $          | —          |       | $                   | —     |                                                     | $          | 762                                                         |       | $                 | 21,556      |            | $          | 23,313            |       | $                                                        | —     |   | $ | — |   | $ | (1,579 | ) | $ | 21,734 |   |
| Total Members’ Capital   |       | $                                                           | 111,968,042 |              | $          | 36,332,164      |       | $                   | (4,046,155 | )                                                        | $          | 5,118,287                                                   |       | $                 | 149,372,338 |            | $          | 323,050,144       |       | $                                                        | 58,901,021 |   | $ | (6,698,439 | ) | $ | (25,834,943 | ) | $ | 349,417,783 |   |

 

See notes tofinancial statements.

4

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ML WINTONFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

NOTES TO FINANCIALSTATEMENTS

(unaudited)

1.     SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

In the opinion ofmanagement, the financial statements contain all adjustments necessary topresent fairly the financial position of ML Winton FuturesAccess LLC (the “Fund”)as of March 31, 2007, and the results of its operations for the three monthsended March 31, 2007 and 2006. However, the operating results for the interimperiods may not be indicative of the results for the full year.

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”) have been omitted. It is suggestedthat these financial statements be read in conjunction with the financialstatements and notes thereto included in the Fund’s Annual Report on Form 10-Kfiled with the Securities and Exchange Commission for the year ended December31, 2006.

The preparation offinancial statements in conformity with US GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates.

2.               NET ASSET VALUE PERUNIT

For financial reporting purposes, in conformity withUS GAAP, the Fund deducted the total initial offering costs at inception fromMembers’ Capital for purposes of determining Net Asset Value. For all otherpurposes, including computing Net Asset Value for purposes of membersubscription and redemption activity, such costs are amortized over 60 months.Consequently, the Net Asset Value and Net Asset Value per Unit of the differentClasses for financial reporting purposes and for all other purposes are asfollows:

At March 31, 2007 the Net Asset Values of thedifferent Classes of Units are as follows:
| ** **    | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|-------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** **    | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
|  Class A |       | $                             | 41,326,010  |                     | $          | 41,303,392                                       |       | 36,640,694 |   | $ | 1.1279 |   | $ | 1.1273 |   |
|  Class C |       | 210,931,666                   |        | 210,849,941              |       | 190,931,618                                      |       | $ | 1.1047 |   | $ | 1.1043 |   |
|  Class D |       | 57,318,667                    |        | 57,309,985               |       | 53,402,904                                       |       | $ | 1.0733 |   | $ | 1.0732 |   |
|  Class I |       | 39,981,951                    |        | 39,954,465               |       | 35,424,338                                       |       | $ | 1.1287 |   | $ | 1.1279 |   |
|          |       | $                             | 349,558,294 |                     | $          | 349,417,783                                      |       | 316,399,554 |   |   |   |   |   |

 

5

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At December 31, 2006 the Net Asset Values of thedifferent Classes of Units were:
| ** ** | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A    |       | $                             | 38,735,519  |                     | $          | 38,711,475                                       |       | 32,056,199 |   | $ | 1.2084 |   | $ | 1.2076 |   |
| Class C    |       | 202,316,205                   |        | 202,227,228              |       | 170,529,199                                      |       | $ | 1.1864 |   | $ | 1.1859 |   |
| Class D    |       | 44,963,275                    |        | 44,952,646               |       | 39,225,345                                       |       | $ | 1.1463 |   | $ | 1.1460 |   |
| Class I    |       | 37,187,652                    |        | 37,158,795               |       | 30,787,362                                       |       | $ | 1.2079 |   | $ | 1.2069 |   |
|       |       | $                             | 323,202,651 |                     | $          | 323,050,144                                      |       | 272,598,105 |   |   |   |   |   |

 

3.               MARKET AND CREDIT RISKS

The nature of this Fund hascertain risks, which cannot be presented on the financial statements. Thefollowing summarizes some of those risks.

Market Risk

Derivative instrumentsinvolve 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 on suchderivative instruments as reflected in the Statements of Financial Condition. TheFund’s exposure to market risk is influenced by a number of factors, includingthe relationships among the derivative instruments held by the Fund as well asthe volatility and liquidity of the markets in which the derivative instrumentsare traded. Investments in foreign markets may also entail legal and politicalrisks.

The Sponsor of theFund, Merrill Lynch Alternative Investments LLC (“MLAI”), has procedures inplace intended to control market risk exposure, although there can be noassurance that they will, in fact, succeed in doing so. These procedures focusprimarily on monitoring the trading of Winton Capital Management Limited (“Winton”),calculating the Net Asset Value of the Fund as of the close of business on eachday and reviewing outstanding positions for over-concentrations. While MLAIdoes not intervene in the markets to hedge or diversify the Fund’s marketexposure, MLAI may urge Winton to reallocate positions in an attempt to avoidover-concentrations. However, such interventions are expected to be unusual. Itis expected that MLAI’s basic risk control procedures will consist simply ofthe ongoing process of advisor monitoring, with the market risk controls beingapplied by Winton.

Credit Risk

The risksassociated with exchange-traded contracts are typically perceived to be lessthan those associated with over-the-counter (non-exchange-traded) transactions,because exchanges typically (but not universally) provide clearing housearrangements in which the collective credit (in some cases limited in amount,in some cases not) of the members of the exchange is pledged to support thefinancial 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 eventof a default, are generally required in exchange trading, and counterpartiesmay also require margin in the over-the-counter markets.

6

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The credit riskassociated with these instruments from counterparty nonperformance is the Netunrealized profit, if any, included in the Statements of Financial Condition.The Fund attempts to mitigate this risk by dealing exclusively with MerrillLynch & Co. Inc., (“Merrill Lynch”) entities as clearing brokers.

The Fund, in its normal course of business, entersinto various contracts, with Merrill Lynch Pierce Fenner & Smith Inc. (“MLPF&S”)acting as its commodity broker. Pursuant to the brokerage arrangement withMLPF&S (which includes a netting arrangement), to the extent that suchtrading results in receivables from and payables to MLPF&S, thesereceivables and payables are offset and reported as a net receivable or payableand included in Equity in commodity futures trading accounts on the Statementsof Financial Condition.

4.               RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the FinancialAccounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”),Accounting for Uncertainty in Income Taxes — an interpretation of FASBStatement No. 109. FIN 48 prescribes the minimum recognition threshold a taxposition must meet in connection with accounting for uncertainties in incometax positions taken or expected to be taken by an entity before being measuredand recognized in the financial statements. Adoption of FIN 48 is required forfiscal years beginning after December 15, 2006. The Fund has evaluated its taxpositions and has determined that the implementation of this pronouncement doesnot have a material impact to the financial statements.

In September 2006, the FASBissued Statement of Financial Accounting Standards No. 157, Fair ValueMeasurements (“FAS 157”). FAS 157 establishes a common definition for fairvalue under accounting principles generally accepted in the United States ofAmerica, establishes a framework for measuring fair value and expandsdisclosure requirements about such fair value measurements. FAS 157 iseffective for fiscal years beginning after November 15, 2007. The Fund iscurrently evaluating the impact of adopting FAS 157 on its consolidatedfinancial statements.

7

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

MLAI believes that the Net Asset Value used tocalculate subscription and redemption value and to report performance toinvestors throughout the year is the most valuable to the Members of the Fund. Therefore,the charts below referencing Net Asset Value and performance measurements arebased on the Net Asset Value for all other purposes, as discussed in Note 2 tothe Financial Statements.

MONTH-END NETASSET VALUE PER UNIT

(NON US GAAP)

Class A
|      | ** ** | **Jan** | ** ** | **Feb** | ** ** | **Mar** | ** ** |
|------|------------|---------|------------|---------|------------|---------|------------|
| 2006 |       | $       | 1.1029     |    | $          | 1.0768  |       | $ | 1.1124 |   |
| 2007 |       | $       | 1.2584     |    | $          | 1.1800  |       | $ | 1.1279 |   |

 

Class C
|      | ** ** | **Jan** | ** ** | **Feb** | ** ** | **Mar** | ** ** |
|------|------------|---------|------------|---------|------------|---------|------------|
| 2006 |       | $       | 1.0943     |    | $          | 1.0675  |       | $ | 1.1018 |   |
| 2007 |       | $       | 1.2345     |    | $          | 1.1568  |       | $ | 1.1047 |   |

 

Class D
|      | ** ** | **Jan** | ** ** | **Feb** | ** ** | **Mar** | ** ** |
|------|------------|---------|------------|---------|------------|---------|------------|
| 2006 |       | $       | 1.0360     |    | $          | 1.0131  |       | $ | 1.0479 |   |
| 2007 |       | $       | 1.1952     |    | $          | 1.1216  |       | $ | 1.0733 |   |

 

Class I
|      | ** ** | **Jan** | ** ** | **Feb** | ** ** | **Mar** | ** ** |
|------|------------|---------|------------|---------|------------|---------|------------|
| 2006 |       | $       | 1.0972     |    | $          | 1.0715  |       | $ | 1.1073 |   |
| 2007 |       | $       | 1.2583     |    | $          | 1.1805  |       | $ | 1.1287 |   |

 

Performance Summary

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 sectorwas the only profitable sector for the Fund. Profits were generated mid-quarterwhich offset the losses posted at the beginning and the end of the quarter.

The energy sectorposted losses for the Fund. In a continuation of the price action witnessed inDecember, the rise in U.S. equity markets and the decline in crude oil pricesled to significant gains at the beginning of the quarter. However, losses wereposted mid-quarter through the end of the quarter due to volatility in themarket.

The agriculturalsector posted losses for the Fund. The agricultural market was soft and wasattributed to the difficult trading environment resulting in the Fund postinglosses for the sector.

8

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The currencysector posted losses for the Fund. The quarter began with gains being posted tothe Fund only to be offset with losses mid-quarter through the end of thequarter.

The stock indicessector posted losses for the Fund. The markets were choppy and exposureschanged continuously. Due to the rise in the U.S. equity markets the stockindices sector posted significant gains for the Fund. The steady gains madethroughout mid-quarter were erased in several volatile trading sessions as asharp drop in the Chinese stock market sparked a sell off in global equitieswhich fed through into the fixed income markets. The quarter ended as highlevels of market volatility together with increased correlation across assetclasses posted losses for the Fund.

The interest ratesector was the least profitable for the Fund. The quarter began with gainsbeing posted to the Fund due to the surprise increase in the United Kingdominterest rates by the Monetary Police Committee which led to a strongperformance in the short term interest rate positions. However, mid-quarterthrough the end of the quarter the sector posted losses for the Fund due tohigh levels of market volatility.

January 1, 2006 toMarch 31, 2006

The Fund posted anoverall profit with metals, stock indices and interest rates posting gainswhile energy, agriculture, currencies posted losses.

The metals sectorwas the most profitable for the Fund. Base metal prices were bolstered bycontinuing demand from China’s expanding economy and short covering just priorto the Chinese New Year. Both aluminum and zinc reached all time highsbeginning of the quarter. Precious metals and energies endured a volatileperiod during the Iran/U.S./Europe nuclear standoff, with gold reaching a 25year high. The quarter ended with gold and silver continuing to surge upwards,with silver posting a 22 year high. This was driven by strong demand and anticipationof the launch of a new wave of instruments that will open up these markets to awider audience of investors. Base metals were similarly well supported withseveral markets, including zinc and copper, trading at record highs.

The stock indicesposted profits for the Fund. Higher equity and lower fixed income prices werelargely a result of better than expected sentiment indicators and companyearnings reports. Equity markets continued mid-quarter with their bullish run,with the European bourses leading the charge. A combination of strong corporateearnings and solid consumer demand led to several indices posting four to fiveyear highs. The disappointing U.S. retail sales and consumer price figurescoupled with a bout of profit taking led to a somewhat exaggerated end of thequarter spike in fixed income markets. However, this was steadily erased by thecontinuation of the drift downward in bond prices as a subsequent succession ofstronger than expected consumer confidence indicators led to increasedexpectations of a lengthening cycle of the U.S. Federal interest rateincreases. The markets now seem comfortable with the new U. S. FederalChairman, Bernanke, wherein there will be no major disruption and that thegeneral philosophy behind the Federal Reserve’s approach will remain broadlyunchanged.

The interest ratesector also posted profits for the Fund.  Gains were made in short end rates mid-quarterdue to the on-going strength of the U.S. economy which led to a flattening ofthe yield curve. However, this was slightly tempered by an interestingretracement as disappointing consumer confidence and manufacturing activitynumbers led to a fall in implied short term interest rates. Quarter ended withexpectations of further European Central Bank rate hikes led to a twenty basispoint decline in Euribor futures which proved to be the main profit driver inthe interest rate sector.

The energy sectorposted losses for the Fund. Midway through the end of the quarter, once again,forced the sector into a period of increased volatility, as both military andterrorist activities in the key energy production areas led to rising energyprices.

9

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The agriculturalsector posted losses for the Fund. The agricultural market was soft whichattributed to the difficult trading environment resulting in the Fund postinglosses for the sector.

The currencysector was the least profitable for the Fund. The currency market remainedmostly directionless throughout the beginning of the quarter. Currencies werethe main focus of attention in the latter half of the mid-quarter, as themarket began to forecast on the end of the Bank of Japan’s policy ofquantitative easing with optimism rising that this would be sooner rather thanlater. The Japanese yen enjoyed strong buying support: as the U.S. dollar andJapanese yen moved down from an intra month high of 119.45 to close at 115.75.Financial markets were somewhat range bound at the end of the quarter withforeign exchange markets in particular enjoying a period of relative calm.

Item 3.  Quantitative and Qualitative Disclosures AboutMarket 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 riskof market sensitive instruments is integral, not incidental, to the Fund’s mainline of business.

Market movements result in frequent changesin the fair market value of the Fund’s open positions and, consequently, in itsearnings and cash flow. The Fund’s market risk is influenced by a wide varietyof factors, including the level and volatility of interest rates, exchangerates, equity price levels, the market value of financial instruments andcontracts, the diversification effects among the Fund’s open positions and theliquidity of the markets in which it trades.

The Fund, under thedirection of Winton, rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is notpossible to predict how a particular future market scenario will affectperformance, and the Fund’s past performance is not necessarily indicative ofits future results.

Value at Risk is a measureof the maximum amount which the Fund could reasonably be expected to lose in agiven 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, the quantificationsincluded in this section should not be considered to constitute any assuranceor representation that the Fund’s losses in any market sector will be limitedto Value at Risk or by the Fund’s attempts to manage its market risk.

Quantifying The Fund’s Trading Value At Risk

Quantitative Forward-Looking Statements

The following quantitativedisclosures regarding the Fund’s market risk exposures contain “forward-lookingstatement” within the meaning of the safe harbor form 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 21E of theSecurities Exchange Act of 1934). All quantitative disclosures in this sectionare deemed to be forward-looking statements for purposes of the safe harbor,except for statements of historical fact.

10

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The Fund’s risk exposure inthe various market sectors traded by Winton is quantified below in terms ofValue at Risk. Due to the Fund’s mark-to-market accounting, any loss in thefair value of the Fund’s open positions is directly reflected in the Fund’searnings (realized or unrealized) and cash flow (at least in the case ofexchange-traded contracts in which profits and losses on open positions aresettled daily through variation margin).

Exchange maintenance margin requirements havebeen used by the Fund as the measure of its Value at Risk. Maintenance marginrequirements are set by exchanges to equal or exceed the maximum loss in thefair value of any given contract incurred in 95%-99% of the one-day timeperiods included in the historical sample (generally approximately one year)researched for purposes of establishing margin levels. The maintenance marginlevels are established by dealers and exchanges using historical price studiesas well as an assessment of current market volatility (including the impliedvolatility of the options on a given futures contract) and economicfundamentals to provide a probabilistic estimate of the maximum expectednear-term one-day price fluctuation.

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 in which a futures-equivalent margin is notavailable, dealers’ margins have been used.

100% positive correlation in the different positions held in eachmarket risk category has been assumed. Consequently, the margin requirementsapplicable to the open contracts have been aggregated to determine each tradingcategory’s aggregate Value at Risk. The diversification effects resulting fromthe fact that the Fund’s positions are rarely, if ever, 100% positivelycorrelated have not been reflected.

***The Fund’s Trading Value at Risk in DifferentMarket Sectors***

Thefollowing table indicates the average, highest and lowest trading Value at Riskassociated with the Fund’s open positions by market category for the fiscalperiod. For the three months ended March 31, 2007 and March 31, 2006, the Fund’saverage month-end Net Asset Value for all other purposes was $345,983,922 and$130,282,044, respectively.

**March 31, 2007**
| ** **             | ** ** | **Average**                 | ** ** | **% of Average ** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|------------------------|------------|-----------------------------|------------|----------------------------------|------------|------------------------|------------|-----------------------|------------|
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization**               | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                   |       |                        |       |                             |       |                   |       |                  |       |
| Agriculture            |       | $                           | 332,885    |                             | 0.10       | %                      | $          | 765,859               |       | $ | 33,930 |   |
| Currencies             |       | 1,225,462                   |       | 0.35                             | %          | 2,641,920              |       | 293,029               |       |
| Energy                 |       | 253,960                     |       | 0.07                             | %          | 431,703                |       | 115,880               |       |
| Interest Rates         |       | 39,221,409                  |       | 11.34                            | %          | 58,968,343             |       | 19,875,531            |       |
| Metals                 |       | 520,528                     |       | 0.15                             | %          | 700,634                |       | 422,600               |       |
| Stock Indices          |       | 3,959,002                   |       | 1.14                             | %          | 4,289,811              |       | 3,613,874             |       |
|                   |       |                        |       |                             |       |                   |       |                  |       |
| TOTAL                  |       | $                           | 45,513,246 |                             | 13.15      | %                      | $          | 67,798,270            |       | $ | 24,354,844 |   |

 

11

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**March 31, 2006**

 
| ** **             | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|------------------------|------------|-----------------------------|------------|----------------------------|------------|------------------------|------------|-----------------------|------------|
| **Market** Sector | ** ** | **Value** at Risk | ** ** | **Capitalization**         | ** ** | **At Risk**       | ** ** | **At** Risk      | ** ** |
|                   |       |                        |       |                       |       |                   |       |                  |       |
| Agriculture            |       | $                           | 33,860     |                       | 0.03       | %                      | $          | 70,306                |       | $ | 2,118 |   |
| Currencies             |       | 207,379                     |       | 0.16                       | %          | 479,767                |       | 40,415                |       |
| Energy                 |       | 77,513                      |       | 0.06                       | %          | 119,750                |       | 9,055                 |       |
| Interest Rates         |       | 16,232,982                  |       | 12.46                      | %          | 17,018,922             |       | 15,812,961            |       |
| Metals                 |       | 260,537                     |       | 0.20                       | %          | 504,247                |       | 121,353               |       |
| Stock Indices          |       | 820,252                     |       | 0.63                       | %          | 1,223,568              |       | 426,058               |       |
|                   |       |                        |       |                       |       |                   |       |                  |       |
| TOTAL                  |       | $                           | 17,632,523 |                       | 13.54      | %                      | $          | 19,416,560            |       | $ | 16,411,960 |   |

 

Material Limitations onValue at Risk as an Assessment of Market Risk

Theface value of the market sector instruments held by the Partnership istypically many times the applicable maintenance margin requirement (maintenancemargin requirements generally ranging between approximately 1% and 10% ofcontract face value) as well as many times the capitalization of thePartnership. The magnitude of the Partnership’s open positions creates a “riskof ruin” not typically found in most other investment vehicles. Because of thesize of its positions, certain market conditions – unusual, but historically recurringfrom time to time — could cause the Partnership to incur severe losses over ashort period of time.  The foregoingValue at Risk table — as well as the past performance of the Partnership —gives no indication of this “risk of ruin.”

**Non-Trading Risk**

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 value of this cash is notinterest rate sensitive, but there is cash flow risk in that if interest ratesdecline so will the cash flow generated on these monies. This cash flow risk isimmaterial.

Item 4. Controls and Procedures

Merrill LynchAlternative Investments LLC, the Sponsor of ML Winton FuturesAccess LLC (the “Fund”),with the participation of the Sponsor’s Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design and operationof its disclosure controls and procedures with respect to the Fund as of theend of the period of this quarterly report, and, based on this evaluation, hasconcluded that these disclosure controls and procedures are effective. Additionally,there were no significant changes in the Fund’s internal controls or in otherfactors that could significantly affect these controls subsequent to the dateof this evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

12

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PART II - OTHER INFORMATION

Item 1.            LegalProceedings

Therehave been no administrative, civil or criminal actions, whether pending orconcluded, against MLAI or Merrill Lynch or any of its individual principalsduring the past five years which would be considered “material” as that term isdefined in Section 4.24(l)(2) of the Regulations of the CFTC, except asdescribed below.

OnMay 21, 2002, MLPF&S, with no admission of wrongdoing or liability, agreedto pay $48 million to the State of New York, $50 million to the remainingstates, Washington, D.C. & Puerto Rico and $2 million to NASAA relating toan investigation conducted by the New York Attorney General concerning researchpractices.

OnMarch 19, 2003, Merrill Lynch & Co., Inc., the parent company and anapproved person of MLPF&S, consented to an injunctive action instituted bythe Securities and Exchange Commission (the “SEC”). In its complaint, the SECalleged that three years ago, in 1999, Merrill Lynch aided and abetted EnronCorp.’s (“Enron”) violations of Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) ofthe Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-3 and 13b2-1 thereunder,as a result of Merrill Lynch engaging in certain year-end transactions designedand proposed by Enron. Without admitting or denying the allegations, MerrillLynch consented to the entry of an injunction enjoining it from violating theabove-referenced provisions, and agreed to pay disgorgement, penalties andinterest in the amount of $80 million. In its release announcing thesettlement, the Commission acknowledged that in agreeing to resolve this matteron the terms described above, the Commission took into account certainaffirmative conduct by Merrill Lynch.

InApril 2003, MLPF&S entered into a settlement with the SEC, the NationalAssociation of Securities Dealers (the “NASD”) and the New York Stock Exchange(the “NYSE”) as part of a joint settlement with the SEC, the NASD and the NYSEarising from a joint investigation by the SEC, the NASD and the NYSE intoresearch analysts conflicts of interests. Pursuant to the terms of thesettlement with the SEC, NASD and NYSE, MLPF&S, without admitting ordenying the allegations, consented to a censure. In addition, MLPF&S agreedto a payment of (I) $100 million, which was offset in its entirety by theamount already paid by MLPF&S in the related proceeding with the State ofNew York and the other states (II) $75 million to fund the provision of independentresearch to investors; and (III) $25 million to promote investor education. Thepayments for the provision of independent research to investors and to promoteinvestor education are required to be made over the course of the next fiveyears. MLPF&S also agreed to comply with certain undertakings.

InMarch 2006, MLPF&S entered into a settlement with the SEC arising from aninvestigation related to MLPF&S’ retention and production of e-mail. TheSEC found that MLPF&S willfully violated Section 17(a) of the Exchange Act,and Rules 17a-4(b)(4) and 17a-4(j) thereunder. Without admitting or denying theallegations, Merrill Lynch consented to the entry of an injunction enjoining itfrom violating the above-referenced provisions, entered into an undertakingregarding its policies and procedures and agreed to pay a civil penalty$2,500,000.

13

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Item 2.            UnregisteredSales of Equity Securities and Use of Proceeds

(a)          Issuance to accreditedinvestors pursuant to Regulation D and Section 4(6) under the Securities Act. Theselling agent of the following Class of Units was MLPF&S.

**CLASS A**
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07     |       | $                | 2,290,381  |       | 1,895,383  |   | $ | 1.2084 |   |
| Feb-07     |       | 2,224,923        |       | 1,768,057  |       | 1.2584 |   |
| Mar-07     |       | 2,349,709        |       | 1,991,279  |       | 1.1800 |   |
| Apr-07     |       | 1,638,261        |       | 1,452,488  |       | 1.1279 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS C**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07     |       | $                | 8,061,043  |       | 6,794,541  |   | $ | 1.1864 |   |
| Feb-07     |       | 8,365,835        |       | 6,776,699  |       | 1.2345 |   |
| Mar-07     |       | 13,329,764       |       | 11,522,963 |       | 1.1568 |   |
| Apr-07     |       | 15,044,810       |       | 13,617,678 |       | 1.1047 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS D**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**) | ** ** | **NAV(1)** | ** ** |
| Jan-07     |       | $                | 9,405,997  |       | 8,205,528  |   | $ | 1.1463 |   |
| Feb-07     |       | 6,637,997        |       | 5,553,880  |       | 1.1952 |   |
| Mar-07     |       | 468,998          |       | 418,151    |       | 1.1216 |   |
| Apr-07     |       | 15,619,999       |       | 14,553,246 |       | 1.0733 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS I**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07     |       | $                | 2,703,690  |       | 2,238,339  |   | $ | 1.2079 |   |
| Feb-07     |       | 1,687,619        |       | 1,341,190  |       | 1.2583 |   |
| Mar-07     |       | 1,375,065        |       | 1,164,816  |       | 1.1805 |   |
| Apr-07     |       | 2,194,194        |       | 1,944,001  |       | 1.1287 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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(1) Net Asset Value forall other purposes

(b)         None.

(c)          None.

Item 3.            Defaults UponSenior Securities

                       None.

Item 4.            Submission ofMatters to a Vote of Security Holders

                       None.

Item 5.            OtherInformation

                       None.

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Item 6.            Exhibits and Reports on Form 8-K.

(a)  Exhibits.

The following exhibits are incorporated by referenceor are filed herewith to this Quarterly Report on Form 10-Q:

31.01 and

31.02               Rule13a-14(a)/15d-14(a) Certifications

Exhibit 31.01

and 31.02:      Are filed herewith.

32.01 and

32.02               Section1350 Certifications

Exhibit 32.01

and 32.02       Are filed herewith.

(b) Reports onForm 8-K.

There were no reportson Form 8-K filed during the three months of fiscal 2007.

15

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.
|        | ML WINTON FUTURESACCESS LLC    |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By: MERRILL  LYNCH ALTERNATIVE |
|   | INVESTMENTS LLC                |
|   | (Manager)                      |

 

 
| Date: May 15, 2007  | By                                            | /s/ BENJAMIN C. WESTON |
|---------------------|-----------------------------------------------|------------------------|
|                | Benjamin C. Weston                            |
|                | Chief Executive Officer and President         |
|                | (Principal Executive Officer)                 |
|                |                                          |
|                |                                          |
| Date: May 15,  2007 | By                                            | /s/ BARBRA E. KOCSIS   |
|                | Barbra E. Kocsis                              |
|                | Chief Financial Officer                       |
|                | (Principal  Financial and Accounting Officer) |

 

16

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