UNITED STATES


SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




FORM 10-K/A


Amendment No. 2




(x) Annual Report Pursuant to Section 13 or 15(d)


of the Securities Exchange Act of 1934




For the fiscal year ended:  December 31, 2010




or




() Transition Report Pursuant to Section 13


or 15(d) of the Securities Exchange Act of 1934




Commission file number:  0-52505




SYSTEMATIC MOMENTUM FUTURESACCESS LLC


(Exact name of registrant as specified in its charter)




Delaware
30-0408280(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)





c/o Merrill Lynch Alternative Investments LLC


Four World Financial Center, 10th Floor


250 Vesey Street


New York, New York 10080


(Address of principal executive offices)


(Zip Code)




212-449-3517


(Registrant’s telephone number, including area code




Securities registered pursuant to Section 12(b) of the Act:None




Securities registered pursuant to Section 12(g) of the Act:Units of Limited Liability Company Interest




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes __  No X





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.


Yes __  No X





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes  X  No___





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes __ No  __













Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [x]




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):




Large accelerated filer __
Accelerated filer __Non-accelerated filer X
Smaller reporting company __(Do not check if a smaller reporting company)





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


Yes __                      No X





The Units of limited liability company interest of the registrant are not publicly traded.  Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.




As of February 28, 2011, Units of limited liability company interest with a Net Asset Value of $1,051,523,966 were outstanding and held by non-affiliates.









Documents Incorporated by Reference




The registrant’s 2010 Annual Report and Reports of Independent Registered Public Accounting Firms, the annual report to security holders for the period ended December 31, 2010, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith.  Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.













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EXPLANATORY NOTE REGARDING THIS FORM 10-K/A




Systematic Momentum FuturesAccess LLC (the “Registrant”) is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 with respect to Item 15 (Exhibits and Financial Statement Schedules), to file the financial statements of the Registrant’s significant subsidiaries.  The Report on Form 10-K was originally filed with the Securities and Exchange Commission on March 15, 2011 (the “Original Form 10-K”), and amended by Form 10-K/A Amendment No. 1 filed with the Securities and Exchange Commission on January 27, 2012 (“Amendment No. 1”).  The Registrant was formerly known as ML Systematic Momentum FuturesAccess LLC.
  Except as described above, this Amendment No. 2 does not amend any other information set forth in the Original Form 10-K  or Amendment No. 1,  and the Registrant has not updated disclosures included therein to reflect any events that occurred subsequent to March 15, 2011.










































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PART IV




Item 15:
Exhibits, Financial Statement Schedules





1.
Financial Statements (found in Exhibit 13.01):





REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS





FINANCIAL STATEMENTS





Statements of Financial Condition as of December 31, 2010 and 2009





Statements of Operations for the years ended December 31, 2010, 2009 and 2008





Statement of Changes in Members’ Capital for the years ended December 31, 2010, 2009 and 2008





Financial Data Highlights for the years ended December 31, 2010, 2009 and 2008





Notes to Financial Statements





2.
Financial Statement Schedules:





(a)  Financial Statements of ML Transtrend DTP Enhanced FuturesAccess LLC





Reports of Independent Registered Public Accounting Firms





Statements of Financial Condition as of December 31, 2010 and 2009





Statements of Operations for the years ended December 31, 2010, 2009 and 2008





Statements of Changes in Member’s Capital for the years ended December 31, 2010, 2009 and 2008





Financial Data Highlights for the years ended December 31, 2010, 2009 and 2008





Notes to Financial Statements




(b)  Financial Statements of ML BlueTrend FuturesAccess LLC


Reports of Independent Registered Public Accounting Firms
 
 Statements of Financial Condition as of December 31, 2010 and 2009
 
 Statements of Operations for the years ended December 31, 2010, 2009 and 2008
 
 Statements of Changes in Member’s Capital for the years ended
 December 31, 2010, 2009 and 2008
 
 Financial Data Highlights for the years ended December 31, 2010, 2009
 and 2008
 
 Notes to Financial Statements
 
 
 4
 
 (c)  Financial Statements of ML Winton FuturesAccess LLC
 
 Reports of Independent Registered Public Accounting Firms
 
 Statements of Financial Condition as of December 31, 2010 and 2009
 
 Statements of Operations for the years ended December 31, 2010, 2009 and 2008
 
 Statements of Changes in Member’s Capital for the years ended
 December 31, 2010, 2009 and 2008
 
 Financial Data Highlights for the years ended December 31, 2010, 2009
 and 2008
 
 Notes to Financial Statements
 
 Financial statement schedules not included in this Form 10-K/A have been omitted for the reason that they are not required or are not applicable or that equivalent information has been included in the financial statements or notes thereto.





3.
Exhibits:





The following exhibits are incorporated by reference or are filed herewith to this Form 10-K/A:


Designation                              Description





3.01
Amended and Restated Certificate of Formation of Systematic Momentum FuturesAccess LLC.





Exhibit 3.01:
Is incorporated by reference from Exhibit 3.01 contained in the Registrant’s Report on Form 8-K filed on February 14, 2012.





3.02
Second Amended and Restated Limited Liability Company Operating Agreement of Systematic Momentum FuturesAccess LLC.





Exhibit 3.02
Is incorporated by reference from Exhibit 3.02 contained in the Registrant’s Report on Form 8-K filed on March 6, 2012.





13.01
2010 Annual Report and Reports of Independent Registered Public Accounting Firms.




13.02
Financial Statements of ML Transtrend DTP Enhanced FuturesAccess LLC.
  13.03
Financial Statements of ML BlueTrend FuturesAccess LLC
  13.04
Financial Statements of ML Winton FuturesAccess LLC


Exhibit 13.01


Exhibit 13.02


Exhibit 13.03
 Exhibit 13.04:
Are filed herewith.
 
 31.01 and 31.02
Rule 13a-14(a)/15d-14(a) Certifications.
 Exhibit 31.01
Are filed herewith.
 and 31.02:


32.01 and 32.02
Section 1350 Certifications.










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Exhibit 32.01
 and 32.02:
Are filed herewith.





















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SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




SYSTEMATIC MOMENTUM FUTURESACCESS LLCBy:
MERRILL LYNCH ALTERNATIVE

INVESTMENTS LLC,ManagerBy:
/s/ Justin C. FerriJustin C. FerriChief Executive Officer, President and Manager(Principal Executive Officer)










Date:  March 19, 2012












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SYSTEMATIC MOMENTUM FUTURESACCESS LLC
 
 2010 FORM 10-K/A
 Amendment No. 2
  INDEX TO EXHIBITS
  Exhibit
  Exhibit 13.01
2010 Annual Report and Reports of Independent Registered Public Accounting FirmsExhibit 13.02
Financial Statements of ML Transtrend DTP Enhanced FuturesAccess LLCExhibit 13.03
Financial Statements of ML BlueTrend FuturesAccess LLCExhibit 13.04
Financial Statements of ML Winton FuturesAccess LLCExhibit 31.01 and 31.02
Rule 13a – 14(a) / 15d – 14(a) CertificationsExhibit 32.01 and 32.02
Sections 1350 Certifications










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