ML WINTON FUTURESACCESS LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • November 13th, 2013 • ML Winton FuturesAccess LLC • Commodity contracts brokers & dealers • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated as of November 30, 2012 of ML Winton FuturesAccess LLC (this “FuturesAccess Fund”) by and among Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), an indirect wholly-owned subsidiary of Bank of America Corporation, and those persons who shall invest in the units of limited liability company interest (“Units”) created pursuant to this Agreement — Class A, Class C, Class D, Class I, Class M, Class DS, Class DT and such other classes as may be established in the future — and shall therefore be admitted as members (such members being hereinafter sometimes referred to collectively as “Investors”; provided, that for purposes of voting, Units held by the Sponsor shall not be considered to be held by an Investor).
AMENDMENT TO THE OPERATING AGREEMENTThe Operating Agreement • November 13th, 2013 • ML Winton FuturesAccess LLC • Commodity contracts brokers & dealers
THIS AMENDMENT TO THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT dated as of November 30, 2012 (the “Agreement”) of ML Winton FuturesAccess LLC is made as of September 30, 2013 (this “Amendment”) by Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), and the Investors. Capitalized terms used herein, but not defined, shall have the same meanings assigned to them in the Agreement.
