** **

**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-Q**

** **

**(MarkOne)**

 

**x**** QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

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

 

**OR**

 

**o**** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from                to**

 

**CommissionFile Number 0-51085**

 

# **ML ASPECT FUTURESACCESS LLC**

(Exact Name of Registrantas specified in its charter)

 

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

 

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

**Two World Financial Center, 7thFloor**

**New York, New York 10281**

(Address of principalexecutive offices)

(Zip Code)

 

**212-236-1974**

(Registrant’s telephonenumber, including area code)

 

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

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

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

 

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

Yes x   No o

 

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

 

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

 

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

 

Yes o   No x

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court.

Yes o   No o

 

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

 

 

 

----

 

**ML ASPECT FUTURESACCESS LLC**

 

**QUARTERLY REPORT FOR JUNE30, 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                                 | 15       |
|     |                                                                                        |     |
| 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 -FINANCIAL INFORMATION

 

Item 1.    FinancialStatements

 

ML ASPECT FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF FINANCIALCONDITION

 
| ** **                                                                          | ** ** | **June 30,** | ** **  | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------|------------|-------------------|-------------|-----------------------|------------|
| ** **                                                                          | ** ** | **2008**          | ** **  | **2007**              | ** ** |
| ** **                                                                          | ** ** | **(unaudited)**   | ** **  | ** **            | ** ** |
| **ASSETS:**                                                                         |       |              |        |                  |       |
| Equity in  commodity futures trading accounts:                                      |       |              |        |                  |       |
| Cash (including  restricted cash of $38,195,179 for 2008 and $40,922,943 for 2007)  |       | $                 | 312,415,865 |                  | $          | 267,131,712 |   |
| Net unrealized  profit (loss) on open contracts                                     |       | 15,009,052        |        | 9,368,575             |       |
| Cash                                                                                |       | 53,270            |        | 40,779                |       |
| Accrued interest                                                                    |       | 492,756           |        | 966,433               |       |
|                                                                                |       |              |        |                  |       |
| **TOTAL**                                                                           |       | $                 | 327,970,943 |                  | $          | 277,507,499 |   |
|                                                                                |       |              |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL:**                                         |       |              |        |                  |       |
| LIABILITIES:                                                                        |       |              |        |                  |       |
| Brokerage  commissions payable                                                      |       | $                 | 70,127      |                  | $          | 126,258 |   |
| Management fee  payable                                                             |       | 503,560           |        | 419,877               |       |
| Sponsor fee  payable                                                                |       | 270,847           |        | 247,535               |       |
| Performance fee  payable                                                            |       | 10,034,529        |        | 1,956,978             |       |
| Redemptions  payable                                                                |       | 4,768,610         |        | 8,473,549             |       |
| Initial offering  costs payable                                                     |       | 10,290            |        | 19,200                |       |
| Other                                                                               |       | 261,256           |        | 249,128               |       |
|                                                                                |       |              |        |                  |       |
| Total  liabilities                                                                  |       | 15,919,219        |        | 11,492,525            |       |
|                                                                                |       |              |        |                  |       |
| MEMBERS’  CAPITAL:                                                             |       |              |        |                  |       |
| Sponsor’s  Capital (20,647 and 20,647 Units issued and outstanding)            |       | 29,802            |        | 25,576                |       |
| Members’ Capital  (207,465,789 and 208,133,972 Units issued and outstanding)   |       | 312,021,922       |        | 265,989,398           |       |
|                                                                                |       |              |        |                  |       |
| Total members’  capital                                                        |       | 312,051,724       |        | 266,014,974           |       |
|                                                                                |       |              |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                    |       | $                 | 327,970,943 |                  | $          | 277,507,499 |   |
| ** **                                                                          |       |              |        |                  |       |   |   |
| **NET ASSET VALUE PER UNIT (Note 3)**                                               |       |              |        |                  |       |   |   |
| Based on 207,486,436 and 208,154,619 Units outstanding, unlimited  Units authorized |       |              |        |                  |       |   |   |
|                                                                                     |            |                   |             |                       |            |  |  |  |  |

 

See notes to financial statements.

1

----

 

ML ASPECT FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                     | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the six** | ** ** | **For the six** | ** ** |
|------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|---------------------------|------------|---------------------------|------------|
| ** **                                     | ** ** | **months ended**       | ** ** | **months ended**       | ** ** | **months ended**     | ** ** | **months ended**     | ** ** |
| ** **                                     | ** ** | **June 30,**           | ** ** | **June 30,**           | ** ** | **June 30,**         | ** ** | **June 30,**         | ** ** |
| ** **                                     | ** ** | **2008**                    | ** ** | **2007**                    | ** ** | **2008**                  | ** ** | **2007**                  | ** ** |
| **TRADING  PROFITS (LOSSES):**                 |       |                        |       |                        |       |                      |       |                      |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| Realized                                       |       | $                           | 3,163,719  |                        | $          | 21,431,457                |       | $                         | 53,295,609 |   | $ | 18,305,506 |   |
| Change in  unrealized                          |       | 17,653,413                  |       | 5,474,945                   |       | 5,640,477                 |       | 2,434,146                 |       |
| Brokerage  commissions                         |       | (236,051                    | )          | (315,969                    | )          | (435,589                  | )          | (456,854                  | )          |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| Total trading  profits (losses)                |       | 20,581,081                  |       | 26,590,433                  |       | 58,500,497                |       | 20,282,798                |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| **INVESTMENT  INCOME:**                        |       |                        |       |                        |       |                      |       |                      |       |
| Interest                                       |       | 1,433,538                   |       | 2,482,381                   |       | 3,650,309                 |       | 4,095,455                 |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| **EXPENSES:**                                  |       |                        |       |                        |       |                      |       |                      |       |
| Management fee                                 |       | 1,399,236                   |       | 978,645                     |       | 2,771,730                 |       | 1,616,452                 |       |
| Sponsor fee                                    |       | 775,338                     |       | 708,188                     |       | 1,581,235                 |       | 1,297,229                 |       |
| Performance fee                                |       | 3,507,562                   |       | 3,461,443                   |       | 10,153,382                |       | 3,461,443                 |       |
| Other                                          |       | 170,244                     |       | 150,005                     |       | 391,394                   |       | 287,434                   |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| Total expenses                                 |       | 5,852,380                   |       | 5,298,281                   |       | 14,897,741                |       | 6,662,558                 |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INVESTMENT INCOME (LOSS)**              |       | (4,418,842                  | )          | (2,815,900                  | )          | (11,247,432               | )          | (2,567,103                | )          |
| ** **                                     |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INCOME (LOSS)**                         |       | $                           | 16,162,239 |                        | $          | 23,774,533                |       | $                         | 47,253,065 |   | $ | 17,715,695 |   |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INCOME (LOSS) PER UNIT:**               |       |                        |       |                        |       |                      |       |                      |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| Weighted average  number of Units outstanding: |       |                        |       |                        |       |                      |       |                      |       |
| Class A                                   |       | 17,915,709                  |       | 17,929,759                  |       | 18,063,473                |       | 17,020,386                |       |
| Class C                                   |       | 75,661,136                  |       | 77,528,939                  |       | 77,624,438                |       | 72,740,540                |       |
| Class D                                   |       | 9,610,790                   |       | 15,191,296                  |       | 12,893,684                |       | 14,961,059                |       |
| Class I                                   |       | 10,894,654                  |       | 14,047,052                  |       | 11,112,736                |       | 13,271,469                |       |
| Class DS  (1)*                            |       | 30,788,209                  |       | 10,218,206                  |       | 23,458,943                |       | 10,218,206                |       |
| Class DT  (2)*                            |       | 63,517,457                  |       | 91,381,476                  |       | 65,219,650                |       | 91,381,476                |       |
|                                           |       |                        |       |                        |       |                      |       |                      |       |
| Net income  (loss) per weighted average Unit:  |       |                        |       |                        |       |                      |       |                      |       |
| Class A                                   |       | $                           | 0.0707     |                        | $          | 0.1469                    |       | $                         | 0.2091     |   | $ | 0.1031 |   |
| Class C                                   |       | $                           | 0.0640     |                        | $          | 0.1412                    |       | $                         | 0.2017     |   | $ | 0.0984 |   |
| Class D                                   |       | $                           | 0.0586     |                        | $          | 0.1554                    |       | $                         | 0.2399     |   | $ | 0.1082 |   |
| Class I                                   |       | $                           | 0.0624     |                        | $          | 0.1493                    |       | $                         | 0.2116     |   | $ | 0.1091 |   |
| Class DS  (1)*                            |       | $                           | 0.1091     |                        | $          | 0.1587                    |       | $                         | 0.2416     |   | $ | 0.1587 |   |
| Class DT  (2)*                            |       | $                           | 0.0858     |                        | $          | 0.0450                    |       | $                         | 0.2562     |   | $ | 0.0450 |   |

 

----

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

(1) Unitsissued on April 1, 2007.

(2) Unitsissued on June 1, 2007.

 

Seenotes to financial statements.

 

2

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the six months ended June 30,2008 and 2007

(unaudited)

 
| ** **                  | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** |
|-----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|
| ** **                  | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2007**    | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2008**    | ** ** |
|                        |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Class A                |       | 13,798,588                      |       | 4,813,968         |       | (315,161        | )          | 18,297,395                     |       | 17,887,996                      |       | 2,095,230         |       | (2,128,848      | )          | 17,854,378                     |       |
| Class C                |       | 63,313,746                      |       | 19,570,250        |       | (3,791,150      | )          | 79,092,846                     |       | 79,170,266                      |       | 8,017,731         |       | (12,041,931     | )          | 75,146,066                     |       |
| Class D                |       | 13,531,909                      |       | 6,087,954         |       | (1,378,672      | )          | 18,241,191                     |       | 16,300,492                      |       | 659,229           |       | (8,580,499      | )          | 8,379,222                      |       |
| Class I                |       | 12,118,637                      |       | 2,439,754         |       | (217,475        | )          | 14,340,916                     |       | 11,363,798                      |       | 1,138,694         |       | (3,276,295      | )          | 9,226,197                      |       |
| Class DS  (1)*         |       | —                          |       | 10,317,255        |       | (214,540        | )          | 10,102,715                     |       | 13,768,122                      |       | 22,271,688        |       | —          |       | 36,039,810                     |       |
| Class DT  (2)*         |       | —                          |       | 91,381,476        |       | (3,321,585      | )          | 88,059,891                     |       | 69,643,298                      |       | 1,078,544         |       | (9,901,726      | )          | 60,820,116                     |       |
|                        |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Total Members’  Units  |       | 102,762,880                     |       | 134,610,657       |       | (9,238,583      | )          | 228,134,954                    |       | 208,133,972                     |       | 35,261,116        |       | (35,929,299     | )          | 207,465,789                    |       |
|                        |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| 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 previously known as Class D-SM andD-TF, respectively.

(1) Unitsissued on April 1, 2007.

(2) Unitsissued on June 1, 2007.

 

Seenotes to financial statements.

 

3

----

 

ML ASPECT FUTURESACCESSLLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the six months ended June 30,2008 and 2007

(unaudited)

 
| ** **                     | ** ** | **Members’ Capital**  | ** **  | ** **        | ** ** | ** **      | ** ** | **Net Income** | ** **  | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** **  | ** **      | ** ** | ** **                      | ** ** | **Members’ Capital** | ** ** |
|--------------------------------|------------|---------------------------------|-------------|-------------------|------------|-----------------|------------|---------------------|-------------|--------------------------------|------------|---------------------------------|------------|-------------------|-------------|-----------------|------------|---------------------------------|------------|--------------------------------|------------|
| ** **                     | ** ** | **December 31, 2006** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **(Loss)**          | ** **  | **June 30, 2007**    | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **Net Income (Loss)** | ** ** | **June 30, 2008**    | ** ** |
| Class A                   |       | $                               | 16,089,634  |              | $          | 5,586,154       |       | $                   | (368,952    | )                              | $          | 1,754,557                       |       | $                 | 23,061,393  |            | $          | 22,428,464                      |       | $                              | 2,904,377  |   | $ | (2,957,396 | ) | $ | 3,774,718 |   | $ | 26,150,163 |   |
| Class C                   |       | 72,750,991                      |        | 22,290,219        |       | (4,446,969      | )          | 7,160,368           |        | 97,754,609                     |       | 96,858,723                      |       | 10,642,734        |        | (16,285,981     | )          | 15,652,090                      |       | 106,867,566                    |       |
| Class D                   |       | 16,414,106                      |        | 7,675,895         |       | (1,605,996      | )          | 1,619,410           |        | 24,103,415                     |       | 21,583,979                      |       | 974,999           |        | (12,578,954     | )          | 3,093,200                       |       | 13,073,224                     |       |
| Class I                   |       | 14,198,284                      |        | 2,811,635         |       | (254,856        | )          | 1,447,886           |        | 18,202,949                     |       | 14,374,152                      |       | 1,564,994         |        | (4,628,791      | )          | 2,351,983                       |       | 13,662,338                     |       |
| Class DS  (1)*            |       | —                          |        | 11,999,999        |       | (269,068        | )          | 1,621,489           |        | 13,352,420                     |       | 18,235,954                      |       | 32,242,180        |        | —          |       | 5,667,597                       |       | 56,145,731                     |       |
| Class DT(2)*              |       | —                          |        | 116,922,598       |       | (4,399,438      | )          | 4,110,116           |        | 116,633,276                    |       | 92,508,126                      |       | 1,536,709         |        | (14,631,186     | )          | 16,709,251                      |       | 96,122,900                     |       |
|                           |       |                            |        |              |       |            |       |                |        |                           |       |                            |       |              |        |            |       |                            |       |                           |       |
| Total Members’  Interests |       | $                               | 119,453,015 |              | $          | 167,286,500     |       | $                   | (11,345,279 | )                              | $          | 17,713,826                      |       | $                 | 293,108,062 |            | $          | 265,989,398                     |       | $                              | 49,865,993 |   | $ | (51,082,308 | ) | $ | 47,248,839 |   | $ | 312,021,922 |   |
|                           |       |                            |        |              |       |            |       |                |        |                           |       |                            |       |              |        |            |       |                            |       |                           |       |
| Class A                   |       | $                               | 12,035      |              | $          | —          |       | $                   | —      |                           | $          | 973                             |       | $                 | 13,008      |            | $          | 12,940                          |       | $                              | —     |   | $ | — |   | $ | 2,175 |   | $ | 15,115 |   |
| Class C                   |       | 11,870                          |        | —            |       | —          |       | 896                 |        | 12,766                         |       | 12,636                          |       | —            |        | —          |       | 2,051                           |       | 14,687                         |       |
| Class D                   |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —                          |       | —                         |       |
| Class I                   |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —                          |       | —                         |       |
| Class DS  (1)*            |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —                          |       | —                         |       |
| Class DT(2)*              |       | —                          |        | —            |       | —          |       | —              |        | —                         |       | —                          |       | —            |        | —          |       | —                          |       | —                         |       |
|                           |       |                            |        |              |       |            |       |                |        |                           |       |                            |       |              |        |            |       |                            |       |                           |       |
| Total Sponsor’s  Interest |       | $                               | 23,905      |              | $          | —          |       | $                   | —      |                           | $          | 1,869                           |       | $                 | 25,774      |            | $          | 25,576                          |       | $                              | —     |   | $ | — |   | $ | 4,226 |   | $ | 29,802 |   |
| Total Members’  Capital   |       | $                               | 119,476,920 |              | $          | 167,286,500     |       | $                   | (11,345,279 | )                              | $          | 17,715,695                      |       | $                 | 293,133,836 |            | $          | 266,014,974                     |       | $                              | 49,865,993 |   | $ | (51,082,308 | ) | $ | 47,253,065 |   | $ | 312,051,724 |   |

 

----

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

(1) Unitsissued on April 1, 2007.

(2) Unitsissued on June 1, 2007.

 

Seenotes to financial statements.

 

4

----

 

ML ASPECT FUTURESACCESS LLC

(a DelawareLimited Liability Company)

 

NOTES TO FINANCIALSTATEMENTS

(unaudited)

 

1.    SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

 

MLAspect FuturesAccess LLC (the “Fund”) was organized under the Delaware LimitedLiability Company Act on May 17, 2004 and commenced trading activities on April 1,2005. The Fund issues new units of limited liability company interest (“Units”)at Net Asset Value per Unit. The Fund engages in the speculative trading offutures, options on futures and forward contracts on a wide range ofcommodities. Aspect Capital Limited (“Aspect”) is the trading advisor of theFund.

 

MerrillLynch Alternative Investments LLC (“MLAI”) is the Sponsor (“Sponsor”) andManager (“Manager”) of the Fund. MLAI is an indirect wholly-owned subsidiary ofMerrill 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 June 30, 2008, andthe results of its operations for the three and six months ended June 30,2008 and 2007.  However, the operatingresults for the interim periods may not be indicative of the results for thefull year.

 

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

 

The preparation 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 AccountingStandards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157,Fair Value Measurement (“FAS 157”). FAS 157 defines fair value, establishes aframework for measuring fair value and expands disclosures about fair valuemeasurements. The Fund adopted FAS 157 as of January 1, 2008. The adoptionof FAS 157 did not have a material impact on the Fund’s financial statements.

 

Fair value of an investment is the amount that wouldbe received to sell the investment in an orderly transaction between marketparticipants at the measurement date (i.e. the exit price).

 

FAS 157 established a hierarchal disclosure frameworkwhich prioritizes and ranks the level of market price observability used inmeasuring investments at fair value. Market price observability is impacted bya number of factors, including the type of investment and the characteristicsspecific to the investment. Investments with readily available active quotedprices or for which fair value can be measured from actively quoted pricesgenerally will have a higher degree of market price observability and a lesserdegree of judgment used in measuring fair value.

 

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

 

Level I – Quoted prices are available in activemarkets for identical investments as of the reporting date. The type ofinvestments included in Level I are publicly traded investments. As required by

 

FAS 157, the Fund does not adjust the quoted price forthese investments even in situations where the Fund holds a large position anda sale could reasonably impact the quoted price.

 

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

 

Level III – Pricing inputs are unobservable andinclude situations where there is little, if any, market activity for theinvestment. Fair value for these investments is determined using valuationmethodologies that consider a range of factors, including but not limited tothe price at which the investment was acquired, the nature of the investment,local market conditions, trading values on public exchanges for comparablesecurities, 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, theinputs used to measure fair value may fall into different levels of the fairvalue hierarchy. In such cases, an investment’s level within the fair valuehierarchy is based on the lowest level of input that is significant to the fairvalue measurement. The Sponsor’s assessment of the significance of a particularinput to the fair value measurement in its entirety requires judgment, andconsiders factors specific to the investment.

 

The following tablesummarizes the valuation of the Fund’s investments by the above FAS 157 fairvalue hierarchy levels as of June 30, 2008:

 
| ** **                                     | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|------------------------------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|--------------------|------------|
| Net unrealized profit (loss) on open contracts |       | $         | 15,009,052 |             | $          | 12,324,190        |       | $                  | 2,684,862  |   | N/A |   |
|                                                |            |           |            |                  |            |                   |            |                    |            |  |  |  |

 

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3.     NET ASSET VALUE PER UNIT

 

For financial reportingpurposes, in conformity with U.S. GAAP, the Fund deducted the total initialoffering costs at inception from Members’ Capital for purposes of determiningNet Asset Value.  For all other purposes,including computing Net Asset Value for purposes of member subscription andredemption activity, such costs are amortized over 60 months. Consequently, theNet Asset Value and Net Asset Value per Unit of the different Classes forfinancial reporting purposes and for all other purposes at June 30, 2008and December 31, 2007 are as follows:

 

June 30, 2008

 
| ** **    | ** ** | **Net Asset Value** | ** **  | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|-------------------------------|-------------|---------------|------------|--------------------------------------------------|------------|
| ** **    | ** ** | **All Other**            | ** **  | **Financial** | ** ** | **Number of**                               | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** **    | ** ** | **Purposes**                  | ** **  | **Reporting** | ** ** | **Units**                                        | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A  |       | $                             | 26,165,278  |          | $          | 26,165,278                                       |       | 17,864,697 |   | $ | 1.4646 |   | $ | 1.4646 |   |
| Class C  |       | 106,882,253                   |        | 106,882,254   |       | 75,156,394                                       |       | 1.4221 |   | 1.4221 |   |
| Class D  |       | 13,076,747                    |        | 13,073,224    |       | 8,379,222                                        |       | 1.5606 |   | 1.5602 |   |
| Class I  |       | 13,669,105                    |        | 13,662,337    |       | 9,226,197                                        |       | 1.4816 |   | 1.4808 |   |
| Class DS |       | 56,145,731                    |        | 56,145,731    |       | 36,039,810                                       |       | 1.5579 |   | 1.5579 |   |
| Class DT |       | 96,122,900                    |        | 96,122,900    |       | 60,820,116                                       |       | 1.5804 |   | 1.5804 |   |
|          |       | $                             | 312,062,014 |          | $          | 312,051,724                                      |       | 207,486,436 |   |   |   |   |   |
|               |            |                               |             |               |            |                                                  |            |  |  |  |  |  |  |  |  |

 

December 31,2007

 
| ** **    | ** ** | **Net Asset Value**    | ** **  | ** **                   | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|----------------------------------|-------------|------------------------------|------------|--------------------------------------------------|------------|
| ** **    | ** ** | ** **                       | ** **  | ** **                   | ** ** | ** **                                       | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** **    | ** ** | **All Other Purposes** | ** **  | **Financial Reporting** | ** ** | **Number of Units**                    | ** ** | **Purposes** | ** ** | **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.     MARKET AND CREDIT RISK

 

The nature of this Fundhas certain risks, which cannot be presented on the financial statements.  The following summarizes some of those risks.

 

### Market Risk

###  

Derivativeinstruments 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 risk associatedwith these instruments from counterparty nonperformance is the Net unrealizedprofit, if any, included in the Statements of Financial Condition. The Fundattempts to mitigate this risk by dealing exclusively with Merrill Lynchentities as clearing brokers.

 

The Fund, in itsnormal course of business, enters into various contracts, with MLPF&Sacting as its commodity broker.  Pursuantto the brokerage arrangement with MLPF&S (which includes a nettingarrangement), to the extent that such trading results in receivables from andpayables to MLPF&S, these receivables and payables are offset and reportedas a net receivable or payable and included in Equity in commodity futurestrading accounts in the Statements of Financial Condition.

 

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5.     RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2008, theFASB 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 its financialstatements.

 

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

 

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Item 2.    Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

 

MONTH-END NETASSET VALUE PER UNIT

(NON U.S. GAAP)

 

MLAI believes that the NetAsset Value used to calculate subscription and redemption value and to reportperformance to investors throughout the year is the most valuable to the Membersof the Fund.  Therefore, the charts belowreferencing Net Asset Value and performance measurements are based on the NetAsset Value for all other purposes, as discussed in Note 2 to the financialstatements.

 

Class A

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.1952     |     | $          | 1.1332   |       | $        | 1.1134     |    | $          | 1.1604   |       | $ | 1.2217 |   | $ | 1.2604 |   |
| 2008       |       | $        | 1.3141     |     | $          | 1.4206   |       | $        | 1.3950     |    | $          | 1.3319   |       | $ | 1.3723 |   | $ | 1.4646 |   |

 

Class C

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.1769     |     | $          | 1.1150   |       | $        | 1.0946     |    | $          | 1.1399   |       | $ | 1.1991 |   | $ | 1.2361 |   |
| 2008       |       | $        | 1.2812     |     | $          | 1.3839   |       | $        | 1.3578     |    | $          | 1.2952   |       | $ | 1.3335 |   | $ | 1.4221 |   |

 

Class D

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.2452     |     | $          | 1.1823   |       | $        | 1.1631     |    | $          | 1.2137   |       | $ | 1.2795 |   | $ | 1.3217 |   |
| 2008       |       | $        | 1.3898     |     | $          | 1.5043   |       | $        | 1.4790     |    | $          | 1.4131   |       | $ | 1.4586 |   | $ | 1.5606 |   |

 

Class I

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 1.2019     |     | $          | 1.1402   |       | $        | 1.1206     |    | $          | 1.1683   |       | $ | 1.2304 |   | $ | 1.2699 |   |
| 2008       |       | $        | 1.3268     |     | $          | 1.4348   |       | $        | 1.4094     |    | $          | 1.3460   |       | $ | 1.3874 |   | $ | 1.4816 |   |

 

Class DS

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | $        | 1.2137     |    | $          | 1.2795   |       | $ | 1.3217 |   |
| 2008       |       | $        | 1.3899     |     | $          | 1.5043   |       | $        | 1.4792     |    | $          | 1.4146   |       | $ | 1.4589 |   | $ | 1.5579 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |  |  |  |

 

Class DT

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | N/A     |       | $        | 1.3245     |   |
| 2008       |       | $        | 1.3982     |     | $          | 1.5206   |       | $        | 1.4941     |    | $          | 1.4248   |       | $ | 1.4730 |   | $ | 1.5804 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |  |  |  |

 

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Performance Summary

 

January 1, 2008 to June 30, 2008

 

January 1, 2008 to March 31, 2008

 

The Fund posted profits for the quarter with theinterest rates, agriculture, stock indices, currencies, and the metals sectorsposting gains while the energy sector posted losses.

 

The interest rate sector posted profits for the Fundat the beginning of the year. The weak economic data early in January suggestedan increased likelihood of a recession that was reflected in an increased levelof risk aversion on the part of many investors. This prompted the U.S. FederalReserve to cut interest rates by a total of 125 basis points. The Fund’s longpositions in short term interest rates were particularly profitable as were thelong positions in bonds. The reduction in interest rates created positivemarket sentiment. Profits continued to be posted to the Fund mid-quarter onlyto be offset by losses at the end of the quarter due to short term interestrates finishing down.

 

The agriculture sector posted profits for the Fund.Profits were posted to the Fund at the beginning of the year driven by longpositions in corn and soybean. The agriculture sector was the best performingsector mid-quarter due to the robust gains from the Fund’s long positions insoybeans, coffee and wheat. Amid high volatility, the markets reversed sharplyat the end of the quarter, causing long positions to give back some of theirgains made earlier in the year.

 

The stock indices sector posted profits for theFund. Short positions in many equity indices were profitable for the Fund atthe beginning of the year which continued through the mid-quarter. Profits wereposted for the Fund at the end of the quarter as short positions in stockindices took advantage of further market weakness, especially in Japan.

 

The currency sector posted profits for the Fund.After recent months that have witnessed higher volatility in foreign exchange,global currency markets were relatively subdued in January with a smallloss in the currency sector. The Euro versus the U.S. dollar and the U.S.dollar versus the Swiss Franc pairs were the most profitable positions for theFund after the U.S. dollar finished near record lows against several of themajor currencies at the end of the mid-quarter. The currency sector finishedprofitably as positions benefited from the continued depreciation of the U.S.dollar against the Euro and Swiss Franc.

 

The metals sector posted profits for the Fund.Profits were posted to the Fund at the beginning of the year. The Fund’s longpositions in precious metals accounted for much of the gains posted for theFund in the middle of the quarter. The Fund struggled in the final weeks of thequarter with losses posted for the Fund from precious metals amid high marketvolatility.

 

The energy sector posted losses for the Fund. Anegative contribution from energies as the strength in oil prices seen at theend of 2007 reversed posting losses for the Fund at the beginning of thequarter. The Fund’s long positions in oils accounted for much of the gainsposted to the Fund mid-quarter. The energies sector saw more mixed results, butstrong performance in gas oil and heating oil ensured a net profit for the Fundas the quarter ended.

 

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April 1, 2008 to June 30, 2008

 

The Fund posted profits for the quarter with thecurrencies, energy, agriculture and stock indices sectors posting gains whilethe metals and interest rate sectors posted losses.

 

The currency sector posted profits for the Fund.Losses were posted to the Fund at the beginning of the quarter after the UnitedStates dollar strengthened late in April particularly against the Euro andthe Swiss franc. Profits were posted to the Fund mid-quarter through the end ofthe quarter as emerging market currencies made gains against the majors.

 

The energy sector posted profits for the Fund.  Energies finished strong at the beginning ofthe quarter after crude oil advanced to reach new highs. Profits continued tobe posted to the Fund mid-quarter due to the oil complex continued its surge toall-time highs. Important influences included supply disruptions, bullishinventory data, long-term analyst forecasts and a weakening United Statesdollar. The long position in natural gas was the best performer at the end ofthe quarter as energy prices continued to rally posting profits to the Fund.

 

The agriculture sector posted profits for the Fund.Marginal losses were posted to the Fund at the beginning of the quarter afterkey prices came off their recent highs. Losses continued to be posted to theFund mid-quarter as many crops retreated from their recent highs causing someprofit give back. The quarter ended with profits being posted to the Fund dueto grain prices rocketing to record levels after poor weather affected theUnited States crop forecasts.

 

The stock indices sector posted profits for theFund. Losses were posted to the Fund at the beginning of the quarter due to theFund’s short positions in the stock indices. Losses continued to be posted tothe Fund mid-quarter as global stock indices remained largely range bound. Asthe United States economy showed further signs of weakening, global stockmarkets fell steadily to the benefit of the Fund’s predominantly short stockindices positions resulting in the profit being posted to the Fund at the endof the quarter.

 

The metals sector posted losses for the Fund.Marginal losses were posted to the Fund at the beginning of the quarter afterkey prices came off their recent highs. Metals sector finished close to flatmid-quarter experiencing a mix of small offsetting returns. Amid high marketvolatility the quarter ended with profits being posted to the Fund.

 

The interest rate sectorposted losses for the Fund.  Losses wereposted to the Fund as conditions in the global equity and fixed income marketsremained challenging at the beginning of the quarter with bonds incurring themost significant losses. However, through the middle of the quarter profitswere posted to the Fund due to interest rates expectations becoming morehawkish in Europe and the United Kingdom. The quarter ended with profits beingposted to the Fund due to the short positions in British and European marketsfollowing suggestions of rate increases at Jean Claude Trichet’s, President ofthe European Central Bank System press conference.

 

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Performance Summary

 

January 1, 2007 to June 30, 2007

 

January 1, 2007 to March 31, 2007

 

The Fund posted an overall loss for the quarter withthe agriculture sector posting gains and currencies, metals, stock indices,interest rate and the energy sectors posted losses.

 

The agricultural sector was the only profitablesector for the Fund. The agricultural market was soft which attributed to thedifficult trading environment resulting with gains in the mid-quarter only.Losses were posted at the beginning of the quarter and at the end as the pricereversal in corn was a key element of the losses in the sector.

 

The currency sector was not profitable for theFund.  At the beginning of the quarterbegan with gains due to the short positions which captured the sell off in theU.K. gilts and the British pound following the Bank of England’s surprisedecision to raise core interest rates. The U.S. dollar/Japanese yen cross-ratedrove returns as the long positions in the U.S. dollar strengthened followingthe U.S. economic data releases and the lack of rate hikes by the Bank ofJapan. In the wake of increased market volatility mid-quarter, the Japanese yenstrengthened against the major currencies as investors liquidated theirJapanese yen carry trade positions. This caused losses due to the shortpositions in the Japanese yen. However, the quarter is ended with currenciesposting gains as the short positions in Euribor and the British pound wereprofitable as prices fell, helped by stronger than expected economic datareleases in the United Kingdom and Eurozone. Also finishing profitably was the U.S. dollar which depreciated againstthe other major currencies coupled with weaker than expected data releases andrising concerns about the U.S. sub-prime mortgage market aided gains beingposted.

 

The metals sector posted losses for the Fund. Thebeginning of the quarter began with losses which carried through mid-quarterdue to a sell off of the long positions in copper and zinc. The quarter endedwith gains being posted to the Fund.

 

The stock indices sector posted losses for the Fund.Long Japanese positions posted the best gains as markets rallied on theexporter friendly depreciation of the Japanese yen and a revival in oil prices.Losses posted mid-quarter were due to the reduced long positions in stockindices hurt by the continued fallout from the equity market sell-off at theend of February which continued through to the end of the quarter.

 

The interest rate sector posted losses for the Fund.The quarter began and ended with gains being posted to the Fund in a volatilemarket environment. However, these gains could not offset losses postedmid-quarter.

 

The energy sector was the least profitable for theFund. Short positions in energies posted gains at the beginning of the quarterfor the Fund as oil prices continued to fall, before a mid-month reversaldriven by bad weather conditions pared back some of these gains. However,losses were incurred mid-quarter through to the end of quarter as oil pricesrallied against the Fund’s short positions driven by mounting geopoliticalpressures.

 

April 1, 2007 to June 30, 2007

 

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

 

Theinterest rate sector posted the highest gains for the Fund. The beginning ofthe quarter through the mid- quarter gains were posted to the Fund. In theUnited Kingdom, the Bank of England signaled its intention to combat thecurrent elevated levels of inflation after raising core interest rates by 25basis

 

13

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pointsand stating in the subsequent Monetary Policy Committee (MPC) minutes that alarger hike had also been considered. European debt prices also finished downfollowing the release of above expectations regional Gross Domestic Product(GDP) data and strong indications from the European Central Bank (ECB) thatrates would rise again in June. The short positions in bonds and interest rateswere the most profitable positions at the quarter’s end. Bond prices fellfollowing strong U.S. retail sales figures and above expectation Producer PriceIndex data (PPI). The biggest move in the sector was seen in the United Kingdomcontracts after a surprisingly hawkish set of MPC minutes helped to suppressprices.

 

Thecurrency sector posted profits for the Fund. The sector’s key holdingsbenefited from the weakening of both the Japanese yen and the U.S. dollar. InJapan, the lack of a core rate hike by the Bank of Japan and reports of a negativeConsumer Price Index (CPI) figure for the year to March helped to send theJapanese yen lower against the U.S. dollar and euro. Elsewhere, the U.S. dollardepreciated on weak data releases including a low GDP forecast figure thathinted at slowing growth in the U.S.  Thecurrency sector finished flat mid quarter as losses in the British pound versusthe U.S. dollar and the euro versus the U.S. dollar cross rates largely offsetgains in the 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.

 

Stockindices posted profits for the Fund. Long positions held across the sector wereprofitable at the beginning of the quarter as global equity markets continuedto recover from their lows in March. Long positions continued to post profitsto the Fund due to the strong M&A activity in the U.S. and Europe and animproving outlook for economic growth in Japan. The quarter ended innegative territory, as conditions remained volatile and largely trend-less amidinvestor concerns over inflation and high yields.

 

The energy sector also posted profits for the Fund.Profits were posted at the beginning of the quarter and at the end of thequarter, trading was difficult due to weather conditions and geopoliticalpressure.

 

Themetals sector posted losses for the Fund. Profits were posted at the beginning of the quarter as metals benefitedfrom the re-emergence of stable trends as prices driven by tighteningfundamentals and demand growth rallied. Metals finished on a loss atmid-quarter as prices were driven down on profit-taking and concerns over thestrength of future Chinese demand. The quarter ended with losses being postedto the Fund due to supply tightness and bouts of increased risk aversion.

 

Theagricultural sector was the least profitable sector for the Fund. Theagricultural market was soft which attributed to the difficult tradingenvironment. Losses were posted at the beginning of the quarter as cocoa pricesreversed sharply against the Fund’s long positions along with corn and soybeanas prices continued to slide on the release of the United States Department ofAgriculture crop estimates for the 2007 planting season. Performance inagriculture was boosted towards the end of the quarter by the long positions insoybeans after prices rocketed in the wake of a U.S. Department of Agriculturereport that showed planted soybean acreage had fallen below earlier forecasts.

 

14

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Item 3.    Quantitativeand Qualitative Disclosures About Market Risk

 

The Fund is a speculative commodity pool. The marketsensitive instruments held by it are acquired for speculative trading purposesand all or substantially all of the Fund’s assets are subject to the risk oftrading loss.  Unlike an operatingcompany, the risk of market sensitive instruments is integral, not incidental,to the Fund’s main line of business.

 

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

 

The Fund, under the direction of Aspect, rapidlyacquires and liquidates both long and short positions in a wide range ofdifferent markets.  Consequently, it isnot possible to predict how a particular future market scenario will affectperformance, and the Fund’s past performance is not necessarily indicative ofits future results.

 

Value at Risk is a measure of the maximum amount whichthe Fund could reasonably be expected to lose in a given market sector.However, the inherent uncertainty of the Fund’s speculative trading and therecurrence in the markets traded by the Fund of market movements far exceedingexpectations could result in actual trading or non-trading losses far beyondthe indicated Value at Risk or the Fund’s experience to date (i.e., “risk ofruin”). In light of the foregoing, as well as the risks and uncertaintiesintrinsic to all future projections, the quantifications included in thissection should not be considered to constitute any assurance or representationthat the Fund’s losses in any market sector will be limited to Value at Risk orby the Fund’s attempts to manage its market risk.

 

Quantifying TheFund’s Trading Value At Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding theFund’s market risk exposures contain “forward-looking statement” within themeaning of the safe harbor from civil liability provided for such statements bythe Private Securities Litigation Reform Act of 1995 (set forth in Section 27Aof the Securities Act of 1933 and Section 21E of the Securities ExchangeAct of 1934).  All quantitativedisclosures in this section are deemed to be forward-looking statements forpurposes of the safe harbor, except for statements of historical fact.

 

The Fund’s risk exposure in the various market sectorstraded by Aspect is quantified below in terms of Value at Risk.  Due to the Fund’s mark-to-market accounting,any loss in the fair value of the Fund’s open positions is directly reflectedin the Fund’s earnings (realized or unrealized) and cash flow (at least in thecase of exchange-traded contracts in which profits and losses on open positionsare settled daily through variation margin).

 

Maintenance margin requirements have been used by theFund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceedthe maximum loss in the fair value of any given contract incurred in 95%-99% ofthe one-day time periods included in the historical sample (generallyapproximately one year) researched for purposes of establishing marginlevels.  The maintenance margin levelsare established by dealers and exchanges using historical price studies as wellas an assessment of current market volatility (including the implied volatilityof the options on a given futures contract) and economic fundamentals toprovide a probabilistic estimate of the maximum expected near-term one-dayprice fluctuation.

 

15

----

 

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***

 

Thefollowing table indicates the average, highest and lowest trading Value at Riskassociated with the Fund’s open positions by market category for the fiscalperiod. For the six months ended June 30, 2008 and 2007, the Fund’saverage Month-end Net Asset Value for all other purposes was approximately $283,568,933 and $157,346,822,respectively.

 
| ** **                | ** ** | **June 30, 2008** | ** ** |
|---------------------------|------------|-----------------------------|------------|
| ** **                | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                        |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                           | 977,328    |   | 0.34 | % | $ | 3,229,047 |   | $ | 294,323 |   |
| Currencies                |       | 3,377,164                   |       | 1.19 | % | 9,038,747 |   | 1,289,222 |   |
| Energy                    |       | 1,609,381                   |       | 0.57 | % | 4,458,641 |   | 800,626 |   |
| Interest Rates            |       | 17,633,102                  |       | 6.22 | % | 29,572,634 |   | 8,163,193 |   |
| Metals                    |       | 579,758                     |       | 0.20 | % | 2,047,636 |   | 139,919 |   |
| Stock Indices             |       | 1,454,202                   |       | 0.51 | % | 3,820,724 |   | 511,838 |   |
|                      |       |                        |       |   |   |   |   |   |   |
| TOTAL                     |       | $                           | 25,630,935 |   | 9.03 | % | $ | 52,167,429 |   | $ | 11,199,121 |   |

 
| ** **                | ** ** | **June 30, 2007** | ** ** |
|---------------------------|------------|-----------------------------|------------|
| ** **                | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                        |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                           | 154,893    |   | 0.10 | % | $ | 257,333 |   | $ | 43,237 |   |
| Currencies                |       | 453,645                     |       | 0.29 | % | 859,545 |   | 73,826 |   |
| Energy                    |       | 168,933                     |       | 0.11 | % | 322,537 |   | 19,677 |   |
| Interest Rates            |       | 17,370,374                  |       | 11.04 | % | 34,849,043 |   | 11,027,335 |   |
| Metals                    |       | 230,790                     |       | 0.15 | % | 402,404 |   | 54,595 |   |
| Stock Indices             |       | 901,170                     |       | 0.57 | % | 1,372,828 |   | 434,645 |   |
|                      |       |                        |       |   |   |   |   |   |   |
| TOTAL                     |       | $                           | 19,279,805 |   | 12.26 | % | $ | 38,063,690 |   | $ | 11,653,315 |   |

 

16

----

 

Material Limitations on Value at Riskas an Assessment of Market Risk

 

The face value of the market sectorinstruments held by the Fund is typically many times the applicable maintenancemargin requirement (maintenance margin requirements generally ranging betweenapproximately 1% and 10% of contract face value) as well as many times thecapitalization of the Fund.  Themagnitude of the Fund’s open positions creates a “risk of ruin” not typicallyfound in most other investment vehicles. Because of the size of its positions, certain market conditions —unusual, but historically recurring from time to time — could cause the Fund toincur severe losses over a short period of time.   The foregoing Value at Risk table — as wellas the past performance of the Fund — gives no indication of this “risk ofruin.”

 

**Non-TradingRisk**

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

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

 

TheFund also has non-trading market risk on the approximately 90%-95% of itsassets which are held in cash at MLPF&S. The value of this cash is notinterest rate sensitive, but there is cash flow risk in that if interest ratesdecline so will the cash flow generated on these monies. This cash flow risk isimmaterial.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

Thefollowing qualitative disclosures regarding the Fund’s market risk exposures — exceptfor (i) those disclosures that are statements of historical fact and (ii) thedescriptions of how the Fund manages its primary market risk exposures — constituteforward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act. The Fund’sprimary market risk exposures as well as the strategies used and to be used byMLAI and 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, politicalupheavals, changes in historical price relationships, an influx of new marketparticipants, increased regulation and many other factors could result inmaterial losses as well as in material changes to the risk exposures and therisk management strategies of the Fund. There can be no assurance that the Fund’scurrent market exposure and/or risk management strategies will not changematerially or that any such strategies will be effective in either the short-or long-term. Investors must be prepared to lose all or substantially all ofthe time value of their investment in the Fund.

 

17

----

 

Item 4. Controls and Procedures

 

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

 

There were no changes in or disagreements with the Fund’s independentregistered public accounting firm on accounting and financial disclosure.

 

*Changes in Internal Controls over Financial Reporting*

 

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

 

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

 

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

 

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

 

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

 

· Provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisitions, use ordisposition of the Fund’s assets that could have a material effect on thefinancial statements of the Fund.

 

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

 

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

 

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

 

18

----

 

PART II -OTHER INFORMATION

 

Item 1.                                   Legal Proceedings

 

 None.

 

Item 1A.  Risk Factors

 

## PastPerformance 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.

 

## VolatileMarkets; 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.

 

## Importanceof 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.

 

## ForwardTrading

##  

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.

 

## IncreasedAssets 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

----

 

## TradingAdvisor 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.

 

## Changesin Trading Strategy

##  

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

 

## IlliquidMarkets

##  

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.

 

## Tradingon 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) Issuance toaccredited 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     |       | 382,000          |       | 260,822    |       | 1.4646           |       |
|            |            |                  |            |            |            |                  |            |  |  |

 

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     |       | 1,281,012        |       | 900,789    |       | 1.4221 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | —     |       | —     |   | $ | 1.3244 |   |
| Feb-08     |       | —           |       | —     |       | 1.3898 |   |
| Mar-08     |       | —           |       | —     |       | 1.5043 |   |
| Apr-08     |       | 974,999          |       | 659,229    |       | 1.4790 |   |
| May-08     |       | —           |       | —     |       | 1.4131 |   |
| Jun-08     |       | —           |       | —     |       | 1.4586 |   |
| Jul-08     |       | —           |       | —     |       | 1.5606 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

----

(1) Net Asset Value forall other purposes.

 

(b) None.

(c) None.

 

21

----

 
| Item 3. |   | Defaults Upon Senior Securities                     |
|---------|--------|-----------------------------------------------------|
|    |   |                                                |
|    |   | None.                                               |
|    |   |                                                |
| Item 4. |   | Submission of Matters to a Vote of Security Holders |
|    |   |                                                |
|    |   | None.                                               |
|    |   |                                                |
| Item 5. |   | Other Information                                   |
|    |   |                                                |
|    |   | None.                                               |
|    |   |                                                |
| Item 6. |   | Exhibits                                            |

 

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

 

31.01 and

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

 

Exhibit 31.01

and 31.02:      Arefiled herewith.

 

32.01 and

32.02               Section 1350 Certifications

 

Exhibit 32.01

and 32.02       Arefiled herewith.

 

22

----

** **

**SIGNATURES**

 

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

 

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

 

23

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