**UNITEDSTATES SECURITIES AND 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 September 30, 2008**                                                                                                                                                                                 |
| ** **                                                                                                                                                                                                                                 |
| **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 0-51085**                                                                                                                                                                                                         |

 

**ML ASPECT FUTURESACCESS LLC**

(Exact Name ofRegistrant as

specified inits charter)

 

| **Delaware**                    | ** ** | **20-1227650**                    |
|---------------------------------|------------|-----------------------------------|
| (State or other jurisdiction of |       | (IRS Employer Identification No.) |
| incorporation or organization)  |       |                              |

 

**c/o Merrill Lynch Alternative Investments LLC**

**Two WorldFinancial Center, 7th Floor**

**New York,New York 10281**

(Address ofprincipal executive offices)

(Zip Code)

 

**212-236-2063**

(Registrant’stelephone number, including area code)

 

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

Yes x   No o

 

Indicate bycheck mark whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer.  Seedefinition 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

 

Indicate by check markwhether the registrant has filed all documents and reports required to be filedby Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.

Yes o   No o

 

The limited partnershipunits of the registrant are not publicly traded. Accordingly, there is noaggregate market value for registrant’s outstanding equity that is readilydeterminable.

 

 

 

----

 

**ML ASPECT FUTURESACCESS LLC**

 

QUARTERLY REPORT FOR SEPTEMBER 30, 2008 ON FORM 10-Q

 
| ** ** | ** **                                                                                  | **PAGE** |
|------------|---------------------------------------------------------------------------------------------|----------|
|       | PART I                                                                                 |     |
|       |                                                                                        |     |
| Item 1.    | Financial Statements                                                                        | 1        |
|       |                                                                                        |     |
| Item 2.    | Management’s Discussion and Analysis of  Financial Condition and Results of Operations | 10       |
|       |                                                                                        |     |
| Item 3.    | Quantitative and Qualitative Disclosures  About Market Risk                                 | 16       |
|       |                                                                                        |     |
| Item 4.    | Controls and Procedures                                                                     | 18       |
|       |                                                                                        |     |
|       | PART II                                                                                |     |
|       |                                                                                        |     |
| Item 1.    | Legal Proceedings                                                                           | 19       |
|       |                                                                                        |     |
| Item 1A.   | Risk Factors                                                                                | 19       |
|       |                                                                                        |     |
| Item 2.    | Unregistered Sales of Equity Securities and  Use of Proceeds                                | 21       |
|       |                                                                                        |     |
| Item 3.    | Defaults Upon Senior Securities                                                             | 22       |
|       |                                                                                        |     |
| Item 4.    | Submission of Matters to a Vote of Security  Holders                                        | 22       |
|       |                                                                                        |     |
| Item 5.    | Other Information                                                                           | 22       |
|       |                                                                                        |     |
| Item  6    | Exhibits                                                                                    | 22       |

 

----

 

PART I - FINANCIALINFORMATION

 

Item1.    Financial Statements

 

ML ASPECT FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

STATEMENTSOF FINANCIAL CONDITION

 
| ** **                                                                            | ** ** | **September 30,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------|------------|------------------------|-------------|-----------------------|------------|
| ** **                                                                            | ** ** | **2008**               | ** **  | **2007**              | ** ** |
| ** **                                                                            | ** ** | **(unaudited)**        | ** **  | **(unaudited)**       | ** ** |
|                                                                                  |       |                   |        |                  |       |
| **ASSETS:**                                                                           |       |                   |        |                  |       |
| Equity in  commodity futures trading accounts:                                        |       |                   |        |                  |       |
| Cash (including  restricted cash of $22,042,022 for 2008 and $40,922,943 for 2007)    |       | $                      | 293,648,169 |                  | $          | 267,131,712 |   |
| Net unrealized  profit (loss) on open contracts                                       |       | 4,903,974              |        | 9,368,575             |       |
| Cash                                                                                  |       | 153,465                |        | 40,779                |       |
| Accrued interest                                                                      |       | 427,355                |        | 966,433               |       |
|                                                                                  |       |                   |        |                  |       |
| **TOTAL  ASSETS**                                                                     |       | $                      | 299,132,963 |                  | $          | 277,507,499 |   |
|                                                                                  |       |                   |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL:**                                           |       |                   |        |                  |       |
| LIABILITIES:                                                                          |       |                   |        |                  |       |
| Brokerage  commissions payable                                                        |       | $                      | 47,814      |                  | $          | 126,258 |   |
| Management fee  payable                                                               |       | 460,754                |        | 419,877               |       |
| Sponsor fee  payable                                                                  |       | 257,377                |        | 247,535               |       |
| Performance fee  payable                                                              |       | 4,216,611              |        | 1,956,978             |       |
| Redemptions  payable                                                                  |       | 7,309,798              |        | 8,473,549             |       |
| Initial offering  costs payable                                                       |       | 9,368                  |        | 19,200                |       |
| Other                                                                                 |       | 193,563                |        | 249,128               |       |
|                                                                                  |       |                   |        |                  |       |
| Total  liabilities                                                                    |       | 12,495,285             |        | 11,492,525            |       |
|                                                                                  |       |                   |        |                  |       |
| MEMBERS’  CAPITAL:                                                               |       |                   |        |                  |       |
| Sponsor’s  Capital (20,647 and 20,647 Units issued and outstanding)              |       | 27,523                 |        | 25,576                |       |
| Members’ Capital  (206,255,183 and 208,133,972 Units issued and outstanding)     |       | 286,610,155            |        | 265,989,398           |       |
|                                                                                  |       |                   |        |                  |       |
| Total members’  capital                                                          |       | 286,637,678            |        | 266,014,974           |       |
|                                                                                  |       |                   |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                      |       | $                      | 299,132,963 |                  | $          | 277,507,499 |   |
|                                                                                  |       |                   |        |                  |       |
| **NET  ASSET VALUE PER UNIT (Note 3)**                                                |       |                   |        |                  |       |
| (Based on  206,275,830 and 208,154,619 Units outstanding, unlimited Units authorized) |       |                   |        |                  |       |
| See notes to  financial statement                                                     |       |                   |        |                  |       |

 

1

----

 

ML ASPECT FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

STATEMENTSOF OPERATIONS

(unaudited)

 
| ** **                                     | ** ** | **For the three** | ** **  | **For the three** | ** ** | **For the nine** | ** ** | **For the nine** | ** ** |
|------------------------------------------------|------------|-----------------------------|-------------|-----------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **                                     | ** ** | **months ended**       | ** **  | **months ended**       | ** ** | **months ended**      | ** ** | **months ended**      | ** ** |
| ** **                                     | ** ** | **September 30,**      | ** **  | **September 30,**      | ** ** | **September 30,**     | ** ** | **September 30,**     | ** ** |
| ** **                                     | ** ** | **2008**                    | ** **  | **2007**                    | ** ** | **2008**                   | ** ** | **2007**                   | ** ** |
| **TRADING  PROFIT (LOSS):**                    |       |                        |        |                        |       |                       |       |                       |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Realized                                       |       | $                           | (18,721,939 | )                           | $          | (27,383,431                | )          | $                          | 34,573,670 |   | $ | (9,077,925 | ) |
| Change in  unrealized                          |       | (10,105,078                 | )           | 6,366,710                   |       | (4,464,601                 | )          | 8,800,856                  |       |
| Brokerage  commissions                         |       | (259,599                    | )           | (332,206                    | )          | (695,188                   | )          | (789,060                   | )          |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Total trading  profit (loss)                   |       | (29,086,616                 | )           | (21,348,927                 | )          | 29,413,881                 |       | (1,066,129                 | )          |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **INVESTMENT  INCOME:**                        |       |                        |        |                        |       |                       |       |                       |       |
| Interest                                       |       | 1,374,542                   |        | 3,542,844                   |       | 5,024,851                  |       | 7,638,299                  |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **EXPENSES:**                                  |       |                        |        |                        |       |                       |       |                       |       |
| Management fee                                 |       | 1,390,083                   |        | 1,248,673                   |       | 4,161,813                  |       | 2,865,125                  |       |
| Sponsor fee                                    |       | 756,448                     |        | 731,495                     |       | 2,337,683                  |       | 2,028,724                  |       |
| Performance fee                                |       | (5,675,583                  | )           | (3,358,443                  | )          | 4,477,799                  |       | 103,000                    |       |
| Other                                          |       | 231,969                     |        | 166,088                     |       | 623,363                    |       | 453,522                    |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Total expenses                                 |       | (3,297,083                  | )           | (1,212,187                  | )          | 11,600,658                 |       | 5,450,371                  |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **NET  INVESTMENT INCOME (LOSS)**              |       | 4,671,625                   |        | 4,755,031                   |       | (6,575,807                 | )          | 2,187,928                  |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **NET  INCOME (LOSS)**                         |       | $                           | (24,414,991 | )                           | $          | (16,593,896                | )          | $                          | 22,838,074 |   | $ | 1,121,799 |   |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **NET  INCOME (LOSS) PER UNIT:**               |       |                        |        |                        |       |                       |       |                       |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Weighted average  number of Units outstanding: |       |                        |        |                        |       |                       |       |                       |       |
| Class A                                   |       | 18,658,711                  |        | 18,486,710                  |       | 18,261,886                 |       | 17,509,161                 |       |
| Class C                                   |       | 76,608,319                  |        | 83,454,820                  |       | 77,285,731                 |       | 76,311,967                 |       |
| Class D                                   |       | 8,379,222                   |        | 18,241,191                  |       | 11,388,863                 |       | 16,054,437                 |       |
| Class I                                   |       | 10,229,061                  |        | 14,594,475                  |       | 10,818,177                 |       | 13,712,471                 |       |
| Class DS  (1)*                            |       | 40,071,360                  |        | 10,880,082                  |       | 28,996,415                 |       | 10,549,144                 |       |
| Class DT  (2)*                            |       | 60,843,325                  |        | 85,638,436                  |       | 63,760,875                 |       | 87,074,196                 |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Net income  (loss) per weighted average Unit:  |       |                        |        |                        |       |                       |       |                       |       |
| Class A                                   |       | (0.1064                     | )           | $                           | (0.0660    | )                          | $          | 0.0980                     |       | $ | 0.0305 |   |
| Class C                                   |       | (0.1096                     | )           | $                           | (0.0674    | )                          | $          | 0.0939                     |       | $ | 0.0202 |   |
| Class D                                   |       | (0.1141                     | )           | $                           | (0.0659    | )                          | $          | 0.1876                     |       | $ | 0.0259 |   |
| Class I                                   |       | (0.0978                     | )           | $                           | (0.0634    | )                          | $          | 0.1250                     |       | $ | 0.0381 |   |
| Class DS  (1)*                            |       | (0.1201                     | )           | $                           | (0.0634    | )                          | $          | 0.0294                     |       | $ | 0.0884 |   |
| Class DT  (2)*                            |       | (0.1194                     | )           | $                           | (0.0810    | )                          | $          | 0.1481                     |       | $ | (0.0324 | ) |

 

----

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

(1) Units issued on April 1, 2007.

(2) Units issued on June 1, 2007.

See notes to financial statements.

 

2

----

 

ML ASPECT FuturesAccess LLC

(a Delaware LimitedLiability Company)

 

STATEMENTSOF CHANGES IN MEMBERS’ CAPITAL

For the nine months endedSeptember 30, 2008 and 2007

(unaudited)

 
| ** **                  | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital**   | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital**   | ** ** |
|-----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|----------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|----------------------------------|------------|
| ** **                  | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **September 30, 2007** | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **September 30, 2008** | ** ** |
|                        |       |                            |       |              |       |            |       |                             |       |                            |       |              |       |            |       |                             |       |
| Class A                |       | 13,798,588                      |       | 5,241,456         |       | (804,178        | )          | 18,235,866                       |       | 17,887,996                      |       | 3,583,599         |       | (2,527,950      | )          | 18,943,645                       |       |
| Class C                |       | 63,313,746                      |       | 26,840,025        |       | (8,320,523      | )          | 81,833,248                       |       | 79,170,266                      |       | 12,618,888        |       | (16,689,387     | )          | 75,099,767                       |       |
| Class D                |       | 13,531,909                      |       | 6,087,954         |       | (1,819,371      | )          | 17,800,492                       |       | 16,300,492                      |       | 659,229           |       | (8,580,499      | )          | 8,379,222                        |       |
| Class I                |       | 12,118,637                      |       | 3,002,485         |       | (2,717,171      | )          | 12,403,951                       |       | 11,363,798                      |       | 3,063,709         |       | (3,583,570      | )          | 10,843,937                       |       |
| Class DS  (1)*         |       | —                          |       | 11,206,991        |       | (214,540        | )          | 10,992,451                       |       | 13,768,122                      |       | 31,718,559        |       | (10,038,276     | )          | 35,448,405                       |       |
| Class DT  (2)*         |       | —                          |       | 91,381,476        |       | (9,814,273      | )          | 81,567,203                       |       | 69,643,298                      |       | 1,552,098         |       | (13,655,189     | )          | 57,540,207                       |       |
|                        |       |                            |       |              |       |            |       |                             |       |                            |       |              |       |            |       |                             |       |
| Total Members’  Units  |       | 102,762,880                     |       | 143,760,387       |       | (23,690,056     | )          | 222,833,211                      |       | 208,133,972                     |       | 53,196,082        |       | (55,074,871     | )          | 206,255,183                      |       |
|                        |       |                            |       |              |       |            |       |                             |       |                            |       |              |       |            |       |                             |       |
| Class A                |       | 10,319                          |       | —            |       | —          |       | 10,319                           |       | 10,319                          |       | —            |       | —          |       | 10,319                           |       |
| Class C                |       | 10,328                          |       | —            |       | —          |       | 10,328                           |       | 10,328                          |       | —            |       | —          |       | 10,328                           |       |
| Class D                |       | —                          |       | —            |       | —          |       | —                           |       | —                          |       | —            |       | —          |       | —                           |       |
| Class I                |       | —                          |       | —            |       | —          |       | —                           |       | —                          |       | —            |       | —          |       | —                           |       |
| Class DS  (1)*         |       | —                          |       | —            |       | —          |       | —                           |       | —                          |       | —            |       | —          |       | —                           |       |
| Class DT  (2)*         |       | —                          |       | —            |       | —          |       | —                           |       | —                          |       | —            |       | —          |       | —                           |       |
|                        |       |                            |       |              |       |            |       |                             |       |                            |       |              |       |            |       |                             |       |
| Total Sponsor’s  Units |       | 20,647                          |       | —            |       | —          |       | 20,647                           |       | 20,647                          |       | —            |       | —          |       | 20,647                           |       |

 

----

* Class DS and Class DT were previouslyknown as Class D-SM and D-TF, respectively.

(1) Units issued on April 1, 2007

(2) Units issued on June 1, 2007

See notes to financial statements.

 

3

----

 

ML ASPECT FuturesAccess LLC

(a Delaware LimitedLiability Company)

 

STATEMENTSOF CHANGES IN MEMBERS’ CAPITAL

For the nine months endedSeptember 30, 2008 and 2007

(unaudited)

 
| ** **                     | ** ** | **Members’ Capital**  | ** **  | ** **        | ** ** | ** **      | ** ** | ** **                      | ** **  | **Members’ Capital**   | ** ** | **Members’ Capital**  | ** ** | ** **        | ** **  | ** **      | ** ** | ** **                      | ** ** | **Members’ Capital**   | ** ** |
|--------------------------------|------------|---------------------------------|-------------|-------------------|------------|-----------------|------------|---------------------------------|-------------|----------------------------------|------------|---------------------------------|------------|-------------------|-------------|-----------------|------------|---------------------------------|------------|----------------------------------|------------|
| ** **                     | ** ** | **December 31, 2006** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income (Loss)** | ** **  | **September 30, 2007** | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **Net Income (Loss)** | ** ** | **September 30, 2008** | ** ** |
| Class A                   |       | $                               | 16,089,634  |              | $          | 6,098,041       |       | $                               | (941,686    | )                                | $          | 534,687                         |       | $                 | 21,780,676  |            | $          | 22,428,464                      |       | $                                | 4,932,133  |   | $ | (3,492,714 | ) | $ | 1,789,011 |   | $ | 25,656,894 |   |
| Class C                   |       | 72,750,991                      |        | 30,952,246        |       | (9,632,643      | )          | 1,537,567                       |        | 95,608,161                       |       | 96,858,723                      |       | 16,728,744        |        | (22,344,289     | )          | 7,259,152                       |       | 98,502,330                       |       |
| Class D                   |       | 16,414,106                      |        | 7,675,895         |       | (2,159,382      | )          | 416,579                         |        | 22,347,198                       |       | 21,583,979                      |       | 975,000           |        | (12,578,954     | )          | 2,136,724                       |       | 12,116,749                       |       |
| Class I                   |       | 14,198,284                      |        | 3,473,207         |       | (3,262,740      | )          | 522,598                         |        | 14,931,349                       |       | 14,374,152                      |       | 4,181,986         |        | (5,050,245      | )          | 1,351,901                       |       | 14,857,794                       |       |
| Class DS  (1)*            |       | —                          |        | 13,154,375        |       | (269,068        | )          | 932,232                         |        | 13,817,539                       |       | 18,235,954                      |       | 46,281,581        |        | (14,003,395     | )          | 853,916                         |       | 51,368,056                       |       |
| Class DT  (2)*            |       | —                          |        | 116,922,599       |       | (12,262,287     | )          | (2,822,354                      | )           | 101,837,958                      |       | 92,508,126                      |       | 2,229,234         |        | (20,074,451     | )          | 9,445,423                       |       | 84,108,332                       |       |
|                           |       |                            |        |              |       |            |       |                            |        |                             |       |                            |       |              |        |            |       |                            |       |                             |       |
| Total Members’  Interests |       | $                               | 119,453,015 |              | $          | 178,276,363     |       | $                               | (28,527,806 | )                                | $          | 1,121,309                       |       | $                 | 270,322,881 |            | $          | 265,989,398                     |       | $                                | 75,328,678 |   | $ | (77,544,048 | ) | $ | 22,836,127 |   | $ | 286,610,155 |   |
|                           |       |                            |        |              |       |            |       |                            |        |                             |       |                            |       |              |        |            |       |                            |       |                             |       |
| Class A                   |       | $                               | 12,035      |              | $          | —          |       | $                               | —      |                             | $          | 292                             |       | $                 | 12,327      |            | $          | 12,940                          |       | $                                | —     |   | $ | — |   | $ | 1,037 |   | $ | 13,977 |   |
| Class C                   |       | 11,870                          |        | —            |       | —          |       | 198                             |        | 12,068                           |       | 12,636                          |       | —            |        | —          |       | 910                             |       | 13,546                           |       |
| Class D                   |       | —                          |        | —            |       | —          |       | —                          |        | —                           |       | —                          |       | —            |        | —          |       | —                          |       | —                           |       |
| Class I                   |       | —                          |        | —            |       | —          |       | —                          |        | —                           |       | —                          |       | —            |        | —          |       | —                          |       | —                           |       |
| Class DS  (1)*            |       | —                          |        | —            |       | —          |       | —                          |        | —                           |       | —                          |       | —            |        | —          |       | —                          |       | —                           |       |
| Class DT  (2)*            |       | —                          |        | —            |       | —          |       | —                          |        | —                           |       | —                          |       | —            |        | —          |       | —                          |       | —                           |       |
|                           |       |                            |        |              |       |            |       |                            |        |                             |       |                            |       |              |        |            |       |                            |       |                             |       |
| Total Sponsor’s  Interest |       | $                               | 23,905      |              | $          | —          |       | $                               | —      |                             | $          | 490                             |       | $                 | 24,395      |            | $          | 25,576                          |       | $                                | —     |   | $ | — |   | $ | 1,947 |   | $ | 27,523 |   |
|                           |       |                            |        |              |       |            |       |                            |        |                             |       |                            |       |              |        |            |       |                            |       |                             |       |
| Total Members’  Capital   |       | $                               | 119,476,920 |              | $          | 178,276,363     |       | $                               | (28,527,806 | )                                | $          | 1,121,799                       |       | $                 | 270,347,276 |            | $          | 266,014,974                     |       | $                                | 75,328,678 |   | $ | (77,544,048 | ) | $ | 22,838,074 |   | $ | 286,637,678 |   |

 

----

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

(1) Units issued on April 1, 2007

(2) Units issued on June 1, 2007

See notes to financial statements.

 

4

----

 

ML ASPECT FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

NOTESTO FINANCIAL STATEMENTS

(unaudited)

 

1.              SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

 

ML Aspect FuturesAccess LLC (the “Fund”) was organized under theDelaware Limited Liability Company Act on May 17, 2004 and commencedtrading activities on April 1, 2005. The Fund issues new units of limitedliability company interest (“Units”) at Net Asset Value per Unit. The Fundengages in the speculative trading of futures, options on futures and forwardcontracts on a wide range of commodities. Aspect Capital Limited (“Aspect”) isthe trading advisor of the Fund.

 

Merrill Lynch Alternative Investments LLC (“MLAI”) is the Sponsor (“Sponsor”)and Manager (“Manager”) of the Fund. MLAI is an indirect wholly-ownedsubsidiary 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 ofmanagement, the financial statements contain all adjustments necessary topresent fairly the financial position of the Fund as of September 30,2008, and the results of its operations for the three and nine months ended September 30,2008 and 2007.  However, the operatingresults for the interim periods may not be indicative of the results for thefull year.

 

Certain information andfootnote disclosures normally included in annual financial statements preparedin accordance with accounting principles generally accepted in the UnitedStates 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 offinancial statements in conformity with U.S. 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.  Actualresults could differ from those estimates.

 

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 aninvestment is the amount that would be received to sell the investment in an orderlytransaction between market participants at the measurement date (i.e. the exitprice).

 

FAS 157 established ahierarchal disclosure framework which prioritizes and ranks the level of marketprice observability used in measuring investments at fair value. Market priceobservability is impacted by a number of factors, including the type ofinvestment and the characteristics specific to the investment. Investments withreadily available active quoted prices or for which fair value can be measuredfrom actively quoted prices generally will have a higher degree of market priceobservability and a lesser degree of judgment used in measuring fair value.

 

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Investments measured andreported at fair value are classified and disclosed in one of the followingcategories:

 

Level I – Quoted pricesare available in active markets for identical investments as of the reportingdate. The type of investments included in Level I are publicly tradedinvestments. As required by FAS 157, the Fund does not adjust the quoted pricefor these investments even in situations where the Fund holds a large positionand a sale could reasonably impact the quoted price.

 

Level II – Pricing inputsare other than quoted prices in active markets, which are either directly orindirectly observable as of the reporting date, and fair value is determinedthrough the use of generally accepted and understood models or other valuationmethodologies. Investments which are generally included in this category areinvestments valued using market data.

 

Level III – Pricinginputs are unobservable and include situations where there is little, if any,market activity for the investment. Fair value for these investments isdetermined using valuation methodologies that consider a range of factors,including but not limited to 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 into different levels of thefair value hierarchy. In such cases, an investment’s level within the fairvalue hierarchy is based on the lowest level of input that is significant tothe fair value measurement. The Sponsor’s assessment of the significance of aparticular input to the fair value measurement in its entirety requiresjudgment, and considers factors specific to the investment.

 

The followingtable summarizes the valuation of the Fund’s investments by the above FAS 157fair value hierarchy levels as of September 30, 2008:

 
| ** **                                      | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|-------------------------------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|--------------------|------------|
| Net unrealized  profit (loss) on open contracts |       | $         | 4,903,974  |             | $          | 5,666,277         |       | $                  | (762,303   | ) | N/A |   |
|                                                 |            |           |            |                  |            |                   |            |                    |            |  |  |  |

 

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3.               NETASSET VALUE PER UNIT

 

For financialreporting purposes, in conformity with U.S. GAAP, the Fund deducted the totalinitial offering costs at inception from Members’ Capital for purposes ofdetermining Net Asset Value.  For allother purposes, 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 at September 30,2008 and December 31, 2007 are as follows:

 

September 30, 2008

 
| ** **    | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|-------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** **    | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A  |       | $                             | 25,670,871  |                     | $          | 25,670,871                                       |       | 18,953,964 |   | $ | 1.3544 |   | $ | 1.3544 |   |
| Class C  |       | 98,515,876                    |        | 98,515,876               |       | 75,110,095                                       |       | 1.3116 |   | 1.3116 |   |
| Class D  |       | 12,119,839                    |        | 12,116,749               |       | 8,379,222                                        |       | 1.4464 |   | 1.4460 |   |
| Class I  |       | 14,864,071                    |        | 14,857,794               |       | 10,843,937                                       |       | 1.3707 |   | 1.3701 |   |
| Class DS |       | 51,368,056                    |        | 51,368,056               |       | 35,448,405                                       |       | 1.4491 |   | 1.4491 |   |
| Class DT |       | 84,108,332                    |        | 84,108,332               |       | 57,540,207                                       |       | 1.4617 |   | 1.4617 |   |
|          |       | $                             | 286,647,045 |                     | $          | 286,637,678                                      |       | 206,275,830 |   |   |   |   |   |
|               |            |                               |             |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

December 31,2007

 
| ** **    | ** ** | **Net Asset Value**    | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|----------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** **    | ** ** | **All Other Purposes** | ** **  | **Financial  Reporting** | ** ** | **Number of Units**                    | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A  |       | $                                | 22,441,846  |                     | $          | 22,441,404                                       |       | 17,898,315 |   | $ | 1.2539 |   | $ | 1.2538 |   |
| Class C  |       | 96,877,717                       |        | 96,871,359               |       | 79,180,594                                       |       | 1.2235 |   | 1.2234 |   |
| Class D  |       | 21,588,645                       |        | 21,583,979               |       | 16,300,492                                       |       | 1.3244 |   | 1.3241 |   |
| Class I  |       | 14,381,886                       |        | 14,374,152               |       | 11,363,798                                       |       | 1.2656 |   | 1.2649 |   |
| Class DS |       | 18,235,954                       |        | 18,235,954               |       | 13,768,122                                       |       | 1.3245 |   | 1.3245 |   |
| Class DT |       | 92,508,126                       |        | 92,508,126               |       | 69,643,298                                       |       | 1.3283 |   | 1.3283 |   |
|          |       | $                                | 266,034,174 |                     | $          | 266,014,974                                      |       | 208,154,619 |   |   |   |   |   |
|               |            |                                  |             |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

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4.               MARKETAND CREDIT RISK

 

The nature of thisFund has certain risks, which cannot be presented on the financialstatements.  The following summarizessome 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 Financial Condition.The Fund’s exposure to market risk is influenced by a number of factors,including the relationships among the derivative instruments held by the Fundas well as the volatility and liquidity of the markets in which the derivativeinstruments are traded. Investment in foreign markets may also entail legal andpolitical risks.

 

MLAI hasprocedures in place intended to control market risk exposure, although therecan be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily onmonitoring the trading of Aspect, calculating the Net Asset Value of the Fundas of the close of business on each day and reviewing outstanding positions forover-concentrations.  While MLAI does notintervene in the markets to hedge or diversify the Fund’s market exposure, MLAImay urge Aspect to reallocate 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 Aspect.

 

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 provide clearinghouse arrangements in which thecollective credit (in some cases limited in amount, in some cases not) of themembers of the exchange is pledged to support the financial integrity of theexchange.  In over-the-countertransactions, on the other hand, traders must rely solely on the credit oftheir respective individual counterparties. Margins, which may be subject to loss in the event of a default, aregenerally required in exchange trading, and counterparties may also requiremargin in the over-the-counter markets.

 

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 entities as clearing brokers.

 

The Fund, in its normal course of business, entersinto various contracts, with 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 in the Statementsof Financial Condition.

 

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5.               RECENTACCOUNTING PRONOUNCEMENTS

 

In March 2008,the FASB released Statement of Financial Accounting Standards No. 161,Disclosures about Derivative Instruments and Hedging Activities – an amendmentto FASB Statement No. 133 (“FAS 161”). FAS 161 requires qualitativedisclosures about objectives and strategies for using derivatives, quantitativedisclosures about fair value amounts of and gains and losses on derivativeinstruments, and disclosures about credit-risk related contingent features inderivative agreements. The application of FAS 161 is required for fiscal yearsbeginning after November 15, 2008 and interim periods within those fiscalyears. Currently, the Fund is evaluating the implications of FAS 161 on itsfinancial statements.

 

InMay 2008, the FASB issued Statement of Financial Accounting Standards No. 162,“*The Hierarchy of Generally Accepted AccountingPrinciples*” (“FAS 162”). FAS 162 identifies the sources ofaccounting principles and the framework for selecting the accounting principlesused in preparing financial statements of nongovernmental entities that arepresented in conformity with U.S. GAAP. Currently, U.S. GAAP hierarchy isprovided in the American Institute of Certified Public Accountants U.S.Auditing Standards (“AU”) Section 411, “*The Meaningof Present Fairly in Conformity With Generally Accepted Accounting Principles*”(“AU Section 411”). FAS 162 is effective 60 days following the SEC’sapproval of the Public Company Accounting Oversight Board’s amendments to AU Section 411.The Fund does not expect the adoption of FAS 162 to have an impact on itsfinancial statements.

 

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

 

MONTH-END NET ASSET VALUE PER UNIT

(NON U.S. GAAP)

 

MLAI believes that the Net Asset Value used to calculate subscriptionand redemption value and to report performance to investors throughout the yearis 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 3 to the financial statements.

 

Class A

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2007       |       | $        | 1.1952     |     | $          | 1.1332   |       | $        | 1.1134     |    | $          | 1.1604   |       | $        | 1.2217     |     | $          | 1.2604    |       | $ | 1.2019 |   | $ | 1.1348 |   | $ | 1.1944 |   |
| 2008       |       | $        | 1.3141     |     | $          | 1.4206   |       | $        | 1.3950     |    | $          | 1.3319   |       | $        | 1.3723     |     | $          | 1.4646    |       | $ | 1.3590 |   | $ | 1.3134 |   | $ | 1.3544 |   |

 

Class C

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2007       |       | $        | 1.1769     |     | $          | 1.1150   |       | $        | 1.0946     |    | $          | 1.1399   |       | $        | 1.1991     |     | $          | 1.2361    |       | $ | 1.1777 |   | $ | 1.1102 |   | $ | 1.1684 |   |
| 2008       |       | $        | 1.2812     |     | $          | 1.3839   |       | $        | 1.3578     |    | $          | 1.2952   |       | $        | 1.3335     |     | $          | 1.4221    |       | $ | 1.3183 |   | $ | 1.2729 |   | $ | 1.3116 |   |

 

Class D

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2007       |       | $        | 1.2452     |     | $          | 1.1823   |       | $        | 1.1631     |    | $          | 1.2137   |       | $        | 1.2795     |     | $          | 1.3217    |       | $ | 1.2620 |   | $ | 1.1901 |   | $ | 1.2557 |   |
| 2008       |       | $        | 1.3898     |     | $          | 1.5043   |       | $        | 1.4790     |    | $          | 1.4131   |       | $        | 1.4586     |     | $          | 1.5606    |       | $ | 1.4478 |   | $ | 1.4000 |   | $ | 1.4464 |   |

 

Class I

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2007       |       | $        | 1.2019     |     | $          | 1.1402   |       | $        | 1.1206     |    | $          | 1.1683   |       | $        | 1.2304     |     | $          | 1.2699    |       | $ | 1.2113 |   | $ | 1.1442 |   | $ | 1.2044 |   |
| 2008       |       | $        | 1.3268     |     | $          | 1.4348   |       | $        | 1.4094     |    | $          | 1.3460   |       | $        | 1.3874     |     | $          | 1.4815    |       | $ | 1.3746 |   | $ | 1.3287 |   | $ | 1.3707 |   |

 

Class DS

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | $        | 1.2137     |    | $          | 1.2795   |       | $        | 1.3217     |     | $          | 1.2614    |       | $ | 1.1920 |   | $ | 1.2570 |   |
| 2008       |       | $        | 1.3899     |     | $          | 1.5043   |       | $        | 1.4792     |    | $          | 1.4146   |       | $        | 1.4589     |     | $          | 1.5579    |       | $ | 1.4487 |   | $ | 1.3950 |   | $ | 1.4491 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |            |  |  |  |  |  |  |  |  |  |

 

Class DT

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | N/A     |       | $        | 1.3245     |     | $          | 1.2568   |       | $         | 1.1828     |   | $ | 1.2485 |   |
| 2008       |       | $        | 1.3982     |     | $          | 1.5206   |       | $        | 1.4941     |    | $          | 1.4248   |       | $        | 1.4730     |     | $          | 1.5804    |       | $ | 1.4624 |   | $ | 1.4125 |   | $ | 1.4617 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |            |  |  |  |  |  |  |  |  |  |

 

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PerformanceSummary

 

January 1, 2008 to September 30, 2008

 

January 1,2008 to March 31, 2008

 

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

 

Theinterest rate sector posted profits for the Fund at the beginning of the year.The weak economic data early in January suggested an increased likelihoodof a recession that was reflected in an increased level of risk aversion on thepart of many investors. This prompted the U.S. Federal Reserve to cut interestrates by a total of 125 basis points. The Fund’s long positions in short terminterest rates were particularly profitable as were the long positions inbonds. The reduction in interest rates created positive market sentiment.Profits continued to be posted to the Fund mid-quarter only to be offset bylosses at the end of the quarter due to short term interest rates finishingdown.

 

Theagriculture sector posted profits for the Fund. Profits were posted to the Fundat the beginning of the year driven by long positions in corn and soybean. Theagriculture sector was the best performing sector mid-quarter due to the robustgains from the Fund’s long positions in soybeans, coffee and wheat. Amid highvolatility, the markets reversed sharply at the end of the quarter, causinglong positions to give back some of their gains made earlier in the year.

 

Thestock indices sector posted profits for the Fund. Short positions in manyequity indices were profitable for the Fund at the beginning of the year whichcontinued through the mid-quarter. Profits were posted for the Fund at the endof the quarter as short positions in stock indices took advantage of furthermarket weakness, especially in Japan.

 

Thecurrency sector posted profits for the Fund. After recent months that havewitnessed higher volatility in foreign exchange, global currency markets wererelatively subdued in January with a small loss in the currency sector.The Euro versus the U.S. dollar and the U.S. dollar versus the Swiss Francpairs were the most profitable positions for the Fund after the U.S. dollarfinished near record lows against several of the major currencies at the end ofthe mid-quarter. The currency sector finished profitably as positions benefitedfrom the continued depreciation of the U.S. dollar against the Euro and SwissFranc.

 

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 amid high market volatility.

 

Theenergy sector posted losses for the Fund. A negative contribution from energiesas the strength in oil prices seen at the end of 2007 reversed posting lossesfor the Fund at the beginning of the quarter. The Fund’s long positions in oilsaccounted for much of the gains posted to the Fund mid-quarter. The energiessector saw more mixed results, but strong performance in gas oil and heatingoil ensured a net profit for the Fund as the quarter ended.

 

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April 1, 2008to June 30, 2008

 

TheFund posted profits for the quarter with the currencies, energy, agricultureand stock indices sectors posting gains while the metals and interest ratesectors posted losses.

 

Thecurrency sector posted profits for the Fund. Losses were posted to the Fund atthe beginning of the quarter after the United States dollar strengthened latein April particularly against the Euro and the Swiss franc. Profits wereposted to the Fund mid-quarter through the end of the quarter as emergingmarket currencies made gains against the majors.

 

Theenergy sector posted profits for the Fund. Energies finished strong at the beginning of the quarter after crude oiladvanced to reach new highs. Profits continued to be posted to the Fundmid-quarter due to the oil complex continued its surge to all-time highs.Important influences included supply disruptions, bullish inventory data,long-term analyst forecasts and a weakening United States dollar. The longposition in natural gas was the best performer at the end of the quarter asenergy prices continued to rally posting profits to the Fund.

 

Theagriculture sector posted profits for the Fund. Marginal losses were posted tothe Fund at the beginning of the quarter after key prices came off their recenthighs. Losses continued to be posted to the Fund mid-quarter as many cropsretreated from their recent highs causing some profit give back. The quarterended with profits being posted to the Fund due to grain prices rocketing torecord levels after poor weather affected the United States crop forecasts.

 

Thestock indices sector posted profits for the Fund. Losses were posted to theFund at the beginning of the quarter due to the Fund’s short positions in thestock indices. Losses continued to be posted to the Fund mid-quarter as globalstock indices remained largely range bound. As the United States economy showedfurther signs of weakening, global stock markets fell steadily to the benefitof the Fund’s predominantly short stock indices positions resulting in theprofit being posted to the Fund at the end of the quarter.

 

Themetals sector posted losses for the Fund. Marginal losses were posted to theFund at the beginning of the quarter after key prices came off their recenthighs. Metals sector finished close to flat mid-quarter experiencing a mix ofsmall offsetting returns. Amid high market volatility the quarter ended withprofits being posted to the Fund.

 

The interest rate sector posted losses for the Fund.  Losses were posted to the Fund as conditionsin the global equity and fixed income markets remained challenging at the beginningof the quarter with bonds incurring the most significant losses. However,through the middle of the quarter profits were posted to the Fund due tointerest rates expectations becoming more hawkish in Europe and the UnitedKingdom. The quarter ended with profits being posted to the Fund due to theshort positions in British and European markets following suggestions of rateincreases at Jean Claude Trichet’s, President of the European Central BankSystem press conference.

 

July 1, 2008to September 30, 2008

 

TheFund posted an overall loss for the quarter with the stock indices, interestrates and the metals sectors posting gains while the agriculture, energy andthe currency sectors posted losses.

 

Thestock indices sector posted profits for the Fund. Losses were posted to theFund at the beginning through the middle of the quarter as sharp reversalsoccurred across a number of markets resulting in losses. Global markets wereparticularly volatile in September as a number of unexpected events haddramatic effects on overall market sentiment. Short positions in the stockindices resulted in profits posted to the Fund at the end of the quarter.

 

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Theinterest rate sector posted profits for the Fund.  Losses were posted to the Fund at thebeginning of the quarter due to losses in the European bond markets followingthe European Central Bank’s announcement that interest rates are likely to bemaintained at current levels.  Profitswere posted to the Fund in the middle of the quarter due to long positions inthe bonds sector capitalizing on changing interest rate expectations as profitswere seen in the United States and the Australian bond positions as well as inJapan following the Bank of Japan’s surprise decision to hold rates. TheProgram’s positioning of long bonds resulted in profits posted to the Fund atthe end of the quarter.

 

Themetals sector posted profits for the Fund. Losses were posted to the Fund atthe beginning through the middle of the quarter due to falling precious metalprices. However, short positions in base metals offset some of the losses asprices continued to fall due to negative industrial outlook and rising metalstocks. Recessionary concerns and stock build up continued to place downwardpressure on industrial metals, especially aluminum resulting in profits beingposted to the Fund at the end of the quarter.

 

Theagriculture sector posted losses for the Fund. Losses were posted to the Fundat the beginning of the quarter due to the drop in corn prices. Lossescontinued to be posted to the Fund mid-quarter as grain prices continued torecede from recent highs. The quarter ended with losses being posted to theFund due to the volatility in the global markets.

 

Theenergy sector posted losses for the Fund. Losses were posted to the Fund at thebeginning of the quarter due to natural gas prices falling during the month ofJuly. Energy prices continued to fall in the middle of the quarter due to thestrengthening U.S. dollar despite a brief rally due to concerns that hurricanesin the United States would disrupt supply. Losses continued to be posted at the end of the quarter due to marketvolatility.

 

Thecurrency sector posted losses for the Fund. The Program’s performance wasmildly positive due to a lack of direction in the market.  Losses were posted to the Fund at the middleof the quarter as a result of losses from the Fund’s short U.S. dollarexposure, which had generated profits up until July 2008. The relativestrength of the U.S. dollar was driven by positive economic news in the UnitedStates and a change in interest rate expectations in Australia and Europe. Thelatter resulted in the largest daily decline in the Euro against the U.S.dollar in almost eight years. The quarter ended with losses being posted to theFund due to the U.S. dollar continuing to strengthen as demand for the U.S.dollar funding increased amid the reduced liquidity in money markets, andemerging markets currencies declined as a result of risk aversion.

 

PerformanceSummary

 

January 1, 2007 to September 30, 2007

 

January 1,2007 to March 31, 2007

 

TheFund posted an overall loss for the quarter with the agriculture sector postinggains and currencies, metals, stock indices, interest rate and the energy sectorsposted losses.

 

Theagricultural sector was the only profitable sector for the Fund. Theagricultural market was soft which attributed to the difficult tradingenvironment resulting with gains in the mid-quarter only. Losses were posted atthe beginning of the quarter and at the end as the price reversal in corn was akey element of the losses in the sector.

 

Thecurrency sector was not profitable for the Fund.  At the beginning of the quarter began withgains due to the short positions which captured the sell off in the U.K. giltsand the British pound following the Bank of England’s surprise decision toraise core interest rates. The U.S. dollar/Japanese yen cross-rate drovereturns as the long positions in the U.S. dollar strengthened following the U.S.economic data releases and the lack of rate hikes by the Bank of Japan. In thewake of increased market volatility mid-quarter, the Japanese yen strengthenedagainst the major currencies as investors liquidated their Japanese yen carrytrade positions. This caused losses due to the short positions in the Japaneseyen. However, the

 

13

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quarteris ended with currencies posting gains as the short positions in Euribor andthe British pound were profitable as prices fell, helped by stronger thanexpected economic data releases in the United Kingdom and Eurozone.  Also finishing profitably was the U.S. dollarwhich depreciated against the other major currencies coupled with weaker thanexpected data releases and rising concerns about the U.S. sub-prime mortgagemarket aided gains being posted.

 

Themetals sector posted losses for the Fund. The beginning of the quarter beganwith losses which carried through mid-quarter due to a sell off of the longpositions in copper and zinc. The quarter ended with gains being posted to theFund.

 

Thestock indices sector posted losses for the Fund. Long Japanese positions postedthe best gains as markets rallied on the exporter friendly depreciation of theJapanese yen and a revival in oil prices. Losses posted mid-quarter were due tothe reduced long positions in stock indices hurt by the continued fallout fromthe equity market sell-off at the end of February which continued throughto the end of the quarter.

 

Theinterest rate sector posted losses for the Fund. The quarter began and endedwith gains being posted to the Fund in a volatile market environment. However,these gains could not offset losses posted mid-quarter.

 

Theenergy sector was the least profitable for the Fund. Short positions inenergies posted gains at the beginning of the quarter for the Fund as oilprices continued to fall, before a mid-month reversal driven by bad weatherconditions pared back some of these gains. However, losses were incurredmid-quarter through to the end of quarter as oil prices rallied against theFund’s short positions driven by mounting geopolitical pressures.

 

April 1, 2007to June 30, 2007

 

The Fund posted profitsfor the quarter with interest rates, currencies, stock indices, and the energysectors posting gains while metals and the agriculture sectors posting losses.

 

The interest rate sectorposted the highest gains for the Fund. The beginning of the quarter through themid- quarter gains were posted to the Fund. In the United Kingdom, the Bank ofEngland signaled its intention to combat the current elevated levels ofinflation after raising core interest rates by 25 basis points and stating inthe subsequent Monetary Policy Committee (MPC) minutes that a larger hike hadalso been considered. European debt prices also finished down following therelease of above expectations regional Gross Domestic Product (GDP) data andstrong indications from the European Central Bank (ECB) that rates would riseagain in June. The short positions in bonds and interest rates were the mostprofitable positions at the quarter’s end. Bond prices fell following strongU.S. retail sales figures and above expectation Producer Price Index data(PPI). The biggest move in the sector was seen in the United Kingdom contractsafter a surprisingly hawkish set of MPC minutes helped to suppress prices.

 

The currency sectorposted profits for the Fund. The sector’s key holdings benefited from theweakening of both the Japanese yen and the U.S. dollar. In Japan, the lack of acore rate hike by the Bank of Japan and reports of a negative Consumer PriceIndex (CPI) figure for the year to March helped to send the Japanese yenlower against the U.S. dollar and euro. Elsewhere, the U.S. dollar depreciatedon weak data releases including a low GDP forecast figure that hinted atslowing growth in the U.S.  The currencysector finished flat mid quarter as losses in the British pound versus the U.S.dollar and the euro versus the U.S. dollar cross rates largely offset gains inthe U.S. dollar versus the Japanese yen holdings as the U.S. dollarstrengthened on the back of revised rate expectations in the U.S. The quarterended with profits being posted to the Fund as gains in the New Zealand dollar,Japanese yen and Australian dollar cross-rates against the U.S. dollar offsetlosses in the U.S. dollar and Confoederatio Helvetica franc (CHF) positions.

 

14

----

 

Stock indices postedprofits for the Fund. Long positions held across the sector were profitable atthe beginning of the quarter as global equity markets continued to recover fromtheir lows in March. Long positions continued to post profits to the Fund dueto the strong M&A activity in the U.S. and Europe and an improving outlookfor economic growth in Japan. The quarter ended in negative territory, as conditions remained volatileand largely trend-less amid investor concerns over inflation and high yields.

 

Theenergy sector also posted profits for the Fund. Profits were posted at thebeginning of the quarter and at the end of the quarter, trading was difficultdue to 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. Metals finished on a loss at mid-quarter as prices were driven down onprofit-taking and concerns over the strength of future Chinese demand. The quarterended with losses being posted to the Fund due to supply tightness and bouts ofincreased risk aversion.

 

The agricultural sectorwas the least profitable sector for the Fund. The agricultural market was softwhich attributed to the difficult trading environment. Losses were posted atthe beginning of the quarter as cocoa prices reversed sharply against the Fund’slong positions along with corn and soybean as prices continued to slide on therelease of the United States Department of Agriculture crop estimates for the2007 planting season. Performance in agriculture was boosted towards the end ofthe quarter by the long positions in soybeans after prices rocketed in the wakeof a U.S. Department of Agriculture report that showed planted soybean acreage hadfallen below earlier forecasts.

 

July 1, 2007to September 30, 2007

 

The Fund posted lossesfor the quarter with energy, agriculture, and the currency sectors postinggains, while metals, stock indices and the interest rate sectors posted losses.

 

Theenergy sector posted profits for the Fund. Profits were posted to the Fund atthe beginning of the quarter and at the quarter’s end due to the Fund’s longpositions in crude oil as prices in the commodity struck all time highs.

 

The agricultural sectorposted profits for the Fund. Losses were posted to the Fund at the beginning ofthe quarter with the worst losses seen in the cocoa contracts. Losses continuedto be posted to the Fund mid-quarter only to be offset with profits at the endof the quarter. The long positions in soy beans and wheat produced the biggestgains for the Fund as the quarter ended.

 

The currency sectorposted profits for the Fund. At the beginning of the quarter losses were postedto the Fund due to the long positions in the U.S. dollar versus the Japaneseyen. The reduction in risk appetite was particularly visible in some currencymarkets mid-quarter as long-held carry trade positions reversed resulting inlosses for the Fund due to the New Zealand dollar versus the U.S. dollar and theU.S. dollar versus the Japanese yen positions. Profits were posted to the Fundat the end of the quarter due to the depreciation of the U.S. currency amid astream of weak economic data releases from the U.S.  The Euro versus the U.S. dollar long positionsand the short positions in the U.S. dollar versus the Canadian dollar tradesalso contributed to the Fund’s profits.

 

The metals sector postedlosses for the Fund. Long positions in metals finished profitably at thebeginning of the quarter as prices generally rose across the sector. However,suppressed by inventory increases and concerns over U.S. demand, prices werepushed down posting losses to the Fund mid-quarter through the end of thequarter.

 

The stock indices sectorposted losses for the Fund. Concerns of significant sub-prime related losses atthe beginning of the quarter caused equities to be sold off sharply, hurtingthe Fund’s long exposure to the stock indices sector. Conditions were alsovolatile in the global equity markets mid-quarter as some

 

15

----

 

stock indices had fallento their lowest levels of the year. Hong Kong’s Hang Seng stock exchange longpositions aided the stock indices sector as equities generally rallied at theend of the quarter posting profits for the Fund.

 

The interest ratesector posted losses for the Fund. The quarter began with losses being postedto the Fund due to bonds being the worst performing sector for the Fund afterprices rallied on rising concerns over the quality of the credit markets. Thedowngrading of substantial quantities of mortgage-backed securities, thecollapse of two Bear Stearns funds and further concerns of significantsub-prime related losses fuelled a flight to quality.  A long position in the interest rate modelwas not enough to offset losses incurred mid-quarter. Short position in theBritish sterling was the major drag on performance as prices rallied againstthe Fund’s short position

 

Item 3.   Quantitativeand Qualitative Disclosures 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 Aspect, rapidly acquires and liquidates both long and shortpositions in a wide range of different 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 to losein 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 Trading Value At Risk

 

Quantitative Forward-LookingStatements

 

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 Aspect 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).

 

Maintenance marginrequirements 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 ofany given contract incurred in 95%-99% of the one-day time periods included inthe

 

16

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historical sample (generally approximately one year)researched for purposes of establishing margin levels.  The maintenance margin levels are establishedby dealers and exchanges using historical price studies as well as anassessment of current market volatility (including the implied volatility ofthe options on a given futures contract) and economic fundamentals to provide aprobabilistic estimate of the maximum expected near-term one-day pricefluctuation.

 

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 nine months endedSeptember 30, 2008 and 2007, the Fund’s average Month-end Net Asset Valuefor all other purposes was approximately $284,584,593and $191,440,739, respectively.

 
| ** **                | ** ** | **September 30, 2008** | ** ** |
|---------------------------|------------|----------------------------------|------------|
| ** **                | ** ** | **Average**                      | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk**      | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                             |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                                | 822,686    |   | 0.29 | % | $ | 3,229,047 |   | $ | 147,261 |   |
| Currencies                |       | 3,076,122                        |       | 1.09 | % | 9,038,747 |   | 404,908 |   |
| Energy                    |       | 1,347,052                        |       | 0.47 | % | 4,458,641 |   | 220,369 |   |
| Interest Rates            |       | 19,961,801                       |       | 7.01 | % | 41,848,012 |   | 8,163,193 |   |
| Metals                    |       | 543,664                          |       | 0.19 | % | 2,047,636 |   | 139,919 |   |
| Stock Indices             |       | 1,705,177                        |       | 0.60 | % | 5,255,225 |   | 373,561 |   |
|                      |       |                             |       |   |   |   |   |   |   |
| TOTAL                     |       | $                                | 27,456,502 |   | 9.65 | % | $ | 65,877,308 |   | $ | 9,449,211 |   |

 
| ** **                | ** ** | **September 30, 2007** | ** ** |
|---------------------------|------------|----------------------------------|------------|
| ** **                | ** ** | **Average**                      | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk**      | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                             |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                                | 346,758    |   | 0.18 | % | $ | 1,761,496 |   | $ | 43,237 |   |
| Currencies                |       | 1,314,157                        |       | 0.69 | % | 7,087,844 |   | $ | 73,826 |   |
| Energy                    |       | 599,489                          |       | 0.31 | % | 3,744,551 |   | 13,104 |   |
| Interest Rates            |       | 17,804,919                       |       | 9.30 | % | 34,849,043 |   | 11,027,335 |   |
| Metals                    |       | 608,470                          |       | 0.32 | % | 2,665,713 |   | 54,595 |   |
| Stock Indices             |       | 942,645                          |       | 0.49 | % | 1,964,200 |   | 94,753 |   |
|                      |       |                             |       |   |   |   |   |   |   |
| TOTAL                     |       | $                                | 21,616,438 |   | 11.29 | % | $ | 52,072,847 |   | $ | 11,306,850 |   |

 

17

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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-Trading Risk**

 

Foreign Currency Balances; Cash on Deposit withMLPF&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.

 

Qualitative Disclosures Regarding Primary TradingRisk 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 Aspect 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, political upheavals,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.

 

Item 4. Controls and Procedures

 

MLAI, the Sponsorof ML AspectFuturesAccess LLC, with the participation of the Sponsor’s ChiefExecutive Officer and the Chief Financial Officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Fund as of the end of the period of thisquarterly report, and, based on this evaluation, has concluded that thesedisclosure controls and procedures are effective.  Additionally, there were no significantchanges in the Fund’s internal controls or in other factors that couldsignificantly affect these controls subsequent to the date of this evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 

18

----

 

PART II -OTHER INFORMATION

 
| Item 1. | Legal Proceedings |
|---------|-------------------|
|    |              |
|    | 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 intoforward transactions with a Fund, including transactions through which the Fundis attempting 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.

 

19

----

 

## 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.

 

## 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.

 

20

----

 

Item 2.           UnregisteredSales of Equity Securities and Use of Proceeds

 

(a) Issuanceto accredited investors pursuant to Regulation D and Section 4(6) underthe Securities Act.  The selling agent ofthe following Class of Units was MLPF&S.

 

CLASS A

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | 59,360     |       | 47,340     |   | $ | 1.2539 |   |
| Feb-08     |       | 204,746          |       | 155,807    |       | 1.3141 |   |
| Mar-08     |       | 1,515,507        |       | 1,066,808  |       | 1.4206 |   |
| Apr-08     |       | 329,340          |       | 236,086    |       | 1.3950 |   |
| May-08     |       | 432,533          |       | 324,749    |       | 1.3319 |   |
| Jun-08     |       | 362,891          |       | 264,440    |       | 1.3723 |   |
| Jul-08     |       | 372,445          |       | 254,298    |       | 1.4646 |   |
| Aug-08     |       | 1,027,642        |       | 756,175    |       | 1.3590 |   |
| Sep-08     |       | 627,669          |       | 477,896    |       | 1.3134 |   |
| Oct-08     |       | 1,107,846        |       | 817,961    |       | 1.3544 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS C

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | 987,828    |       | 807,379    |   | $ | 1.2235 |   |
| Feb-08     |       | 1,071,005        |       | 835,939    |       | 1.2812 |   |
| Mar-08     |       | 1,329,328        |       | 960,566    |       | 1.3839 |   |
| Apr-08     |       | 4,467,945        |       | 3,290,577  |       | 1.3578 |   |
| May-08     |       | 1,513,446        |       | 1,168,504  |       | 1.2952 |   |
| Jun-08     |       | 1,273,182        |       | 954,766    |       | 1.3335 |   |
| Jul-08     |       | 1,281,113        |       | 900,860    |       | 1.4221 |   |
| Aug-08     |       | 2,752,458        |       | 2,087,885  |       | 1.3183 |   |
| Sep-08     |       | 2,052,439        |       | 1,612,412  |       | 1.2729 |   |
| Oct-08     |       | 385,717          |       | 273,496    |       | 1.3116 |   |
|       |       | —           |       | —     |       |   |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | —     |       | —     |   | $ | 1.3244 |   |
| Feb-08     |       | —           |       | —     |       | 1.3898 |   |
| Mar-08     |       | —           |       | —     |       | 1.5043 |   |
| Apr-08     |       | 975,000          |       | 659,229    |       | 1.4790 |   |
| May-08     |       | —           |       | —     |       | 1.4131 |   |
| Jun-08     |       | —           |       | —     |       | 1.4586 |   |
| Jul-08     |       | —           |       | —     |       | 1.5606 |   |
| Aug-08     |       | —           |       | —     |       | 1.4478 |   |
| Sep-08     |       | —           |       | —     |       | 1.4000 |   |
| Oct-08     |       | —           |       | —     |       | 1.4464 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | 45,535     |       | 35,979     |   | $ | 1.2656 |   |
| Feb-08     |       | 492,498          |       | 371,192    |       | 1.3268 |   |
| Mar-08     |       | 25,000           |       | 17,424     |       | 1.4348 |   |
| Apr-08     |       | 807,141          |       | 572,684    |       | 1.4094 |   |
| May-08     |       | 44,823           |       | 33,301     |       | 1.3460 |   |
| Jun-08     |       | 149,997          |       | 108,114    |       | 1.3874 |   |
| Jul-08     |       | 74,999           |       | 50,624     |       | 1.4815 |   |
| Aug-08     |       | 1,541,993        |       | 1,121,777  |       | 1.3746 |   |
| Sep-08     |       | 1,000,000        |       | 752,614    |       | 1.3287 |   |
| Oct-08     |       | —           |       | —     |       | 1.3707 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS DS

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | 1,404,330  |       | 1,060,272  |   | $ | 1.3245 |   |
| Feb-08     |       | 1,137,736        |       | 818,574    |       | 1.3899 |   |
| Mar-08     |       | 3,409,802        |       | 2,266,703  |       | 1.5043 |   |
| Apr-08     |       | 10,243,376       |       | 6,924,943  |       | 1.4792 |   |
| May-08     |       | 9,403,678        |       | 6,647,588  |       | 1.4146 |   |
| Jun-08     |       | 6,643,258        |       | 4,553,608  |       | 1.4589 |   |
| Jul-08     |       | 5,046,325        |       | 3,239,184  |       | 1.5579 |   |
| Aug-08     |       | 8,993,076        |       | 6,207,687  |       | 1.4487 |   |
| Sep-08     |       | —           |       | —     |       | 1.3950 |   |
| Oct-08     |       | —           |       | —     |       | 1.4491 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS DT

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** ** | ** ** |
| Jan-08     |       | $                | —     |       | —     |   | $ | 1.3283 |   |
| Feb-08     |       | —           |       | —     |       | 1.3982 |   |
| Mar-08     |       | —           |       | —     |       | 1.5206 |   |
| Apr-08     |       | —           |       | —     |       | 1.4941 |   |
| May-08     |       | 1,536,709        |       | 1,078,544  |       | 1.4248 |   |
| Jun-08     |       | —           |       | —     |       | 1.4730 |   |
| Jul-08     |       | —           |       | —     |       | 1.5804 |   |
| Aug-08     |       | 692,525          |       | 473,554    |       | 1.4624 |   |
| Sep-08     |       | —           |       | —     |       | 1.4125 |   |
| Oct-08     |       | —           |       | —     |       | 1.4617 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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(1) Net Asset Valuefor all other purposes.

 

(b) None.

(c) None.

 

21

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| Item  3. | Defaults  Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Item  4. | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Item  5. | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | On  September 15, 2008, Merrill Lynch & Co., Inc. (“Merrill  Lynch”) and Bank of America Corporation (“Bank of America”) entered into an  Agreement and Plan of Merger (the “Merger Agreement”).  The Merger Agreement  provides that, on the terms and conditions set forth therein, a wholly owned  subsidiary of Bank of America will merge into Merrill Lynch and Merrill Lynch  will continue as the surviving corporation as a wholly owned subsidiary of  Bank of America (the “Merger).  The Merger has been approved by the  board of directors of each of Merrill Lynch and Bank of America and is  scheduled to close in the first quarter of 2009 or earlier, subject to  shareholder approval at both companies, customary closing conditions and  standard regulatory approvals. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Item  6. | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | The  following exhibits are incorporated by reference or are filed herewith to  this Quarterly Report on Form 10-Q:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|     | 31.01  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|     | 31.02                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Rule 13a-14(a)/15d-14(a) Certifications |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|     | Exhibit  31.01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     | and  31.02:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Are  filed herewith. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|     | 32.01  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|     | 32.02                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Section 1350  Certifications |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|     | Exhibit 32.01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | and  32.02                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Are  filed herewith. |
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  |

 

22

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 

 
|                          | ML  ASPECT FUTURESACCESS LLC   |
|-------------------------------|--------------------------------|
|                          |                           |
|                          |                           |
|                          | By:  MERRILL LYNCH ALTERNATIVE |
|                          |                           | INVESTMENTS LLC |
|                          |                           | (Manager) |
|                          |                           |   |
|                          |                           |   |
| Date:  November 14, 2008 | By                             | /s/  PAUL MORTON |
|                          |                           | Paul  Morton |
|                          |                           | Chief  Executive Officer, President and Manager |
|                          |                           | (Principal  Executive Officer) |
|                          |                           |   |
|                          |                           |   |
| Date:  November 14, 2008 |                           |   |
|                          | By                             | /s/  BARBRA E. KOCSIS |
|                          |                           | Barbra  E. Kocsis |
|                          |                           | Chief  Financial Officer |
|                          |                           | (Principal  Financial and Accounting Officer) |

 

23

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