**UNITED STATES SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.20549**

**FORM 10-Q**

**(Mark One)**

**x****QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

**For the quarterly period endedSeptember 30, 2007**

**OR**

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

**For the transition period from                to               **

**Commission File Number 0-51085**

# **ML ASPECT FUTURESACCESS LLC**

(Exact Name of Registrant asspecified in its charter)

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

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

**Hopewell Building No. 2**

**1200 Merrill Lynch Drive - FirstFloor**

**Pennington,New Jersey 08534**

 (Address of principal executive offices)

(Zip Code)

**609-274-5838**

(Registrant’s telephone number, including area code)

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

Yes x  No o

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large acceleratedfiler o  Acceleratedfiler o  Non-accelerated filer x

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

Yes o Nox

Indicate by check mark whether the registrant hasfiled all documents and reports required to be filed by Sections 12, 13 or15(d) of the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court. 

Yes o Noo

 

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**ML ASPECT FUTURESACCESS LLC**

QUARTERLY REPORT FOR SEPTEMBER 30, 2007 ON FORM 10-Q

Table of Contents
|         | PART I | **Page**                                                                                    |
|---------|--------|---------------------------------------------------------------------------------------------|
|    |   |                                                                                        |   |
| Item 1. |   | Financial Statements                                                                        | 1 |
|    |   |                                                                                        |   |
| Item 2. |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 8 |
|    |   |                                                                                        |   |
| Item 3. |   | Quantitative  and Qualitative Disclosures About Market Risk                                 | 14 |
|    |   |                                                                                        |   |
| Item 4. |   | Controls and  Procedures                                                                    | 16 |
|    |   |                                                                                        |   |
| PART II |
|    |   |
| Item 1. |   | Legal Proceedings                                                                           | 17 |
|    |   |                                                                                        |   |
| Item 2. |   | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 17 |
|    |   |                                                                                        |   |
| Item 3. |   | Defaults  Upon Senior Securities                                                            | 18 |
|    |   |                                                                                        |   |
| Item 4. |   | Submission of  Matters to a Vote of Security Holders                                        | 18 |
|    |   |                                                                                        |   |
| Item 5. |   | Other Information                                                                           | 18 |
|    |   |                                                                                        |   |
| Item  6 |   | Exhibits                                                                                    | 18 |

 

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PART I –FINANCIAL INFORMATION

Item1.    Financial Statements

ML ASPECTFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION
| ** **                                                                         | ** ** | **September 30,** | ** **  | **December 31,** | ** ** |
|------------------------------------------------------------------------------------|------------|------------------------|-------------|-----------------------|------------|
| ** **                                                                         | ** ** | **2007**               | ** **  | **2006**              | ** ** |
| ** **                                                                         | ** ** | **(unaudited)**        | ** **  | ** **            | ** ** |
| **ASSETS:**                                                                        |       |                   |        |                  |       |
| Equity in commodity  futures trading accounts:                                     |       |                   |        |                  |       |
| Cash (including  restricted cash of $42,317,454 for 2007 and $34,158,049 for 2006) |       | $                      | 262,879,041 |                  | $          | 116,217,072 |   |
| Net unrealized  profit on open contracts                                           |       | 14,311,626             |        | 5,510,770             |       |
| Cash                                                                               |       | 147,143                |        | 290,435               |       |
| Accrued interest                                                                   |       | 1,068,505              |        | 474,361               |       |
|                                                                               |       |                   |        |                  |       |
| **TOTAL**                                                                          |       | $                      | 278,406,315 |                  | $          | 122,492,638 |   |
|                                                                               |       |                   |        |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                        |       |                   |        |                  |       |
| LIABILITIES:                                                                       |       |                   |        |                  |       |
| Brokerage  commissions payable                                                     |       | $                      | 90,910      |                  | $          | 44,275 |   |
| Management fee  payable                                                            |       | 420,656                |        | 203,118               |       |
| Sponsor’s fee  payable                                                        |       | 248,123                |        | 186,736               |       |
| Performance fee  payable                                                           |       | 103,000                |        | 1,416,045             |       |
| Redemptions  payable                                                               |       | 7,031,744              |        | 808,617               |       |
| Initial offering  costs payable                                                    |       | 22,197                 |        | 31,196                |       |
| Other                                                                              |       | 142,409                |        | 325,731               |       |
|                                                                               |       |                   |        |                  |       |
| Total  liabilities                                                                 |       | 8,059,039              |        | 3,015,718             |       |
|                                                                               |       |                   |        |                  |       |
| MEMBERS’ CAPITAL:                                                             |       |                   |        |                  |       |
| Sponsor’s Capital  (20,647 Units)                                             |       | 24,395                 |        | 23,905                |       |
| Members’ Capital  (222,833,211 Units and 102,762,880 Units)                   |       | 270,322,881            |        | 119,453,015           |       |
|                                                                               |       |                   |        |                  |       |
| Total members’  capital                                                       |       | 270,347,276            |        | 119,476,920           |       |
|                                                                               |       |                   |        |                  |       |
| **TOTAL LIABILITIES AND MEMBERS**’**CAPITAL**                                 |       | $                      | 278,406,315 |                  | $          | 122,492,638 |   |

 

**NET ASSET VALUE PER UNIT(Note 2)**

(Based on 222,853,858 and 102,783,527 Units outstanding, unlimitedUnits authorized)

 

See notes to financial statements.

 

1

----

ML ASPECTFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

STATEMENTS OFOPERATIONS

(unaudited)
| ** **                                     | ** ** | **For the three** | ** **  | **For the three** | ** ** | **For the nine** | ** ** | **For the nine** | ** ** |
|------------------------------------------------|------------|-----------------------------|-------------|-----------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **                                     | ** ** | **months ended**       | ** **  | **months ended**       | ** ** | **months ended**      | ** ** | **months ended**      | ** ** |
| ** **                                     | ** ** | **September 30,**      | ** **  | **September 30,**      | ** ** | **September 30,**     | ** ** | **September 30,**     | ** ** |
| ** **                                     | ** ** | **2007**                    | ** **  | **2006**                    | ** ** | **2007**                   | ** ** | **2006**                   | ** ** |
| **TRADING PROFIT (LOSS):**                     | ** ** | ** **                  | ** **  | ** **                  | ** ** | ** **                 | ** ** | ** **                 | ** ** |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Realized                                       |       | $                           | (27,383,431 | )                           | $          | (3,530,071                 | )          | $                          | (9,077,925 | ) | $ | (2,654,547 | ) |
| Change in  unrealized                          |       | 6,366,710                   |        | (994,747                    | )          | 8,800,856                  |       | 601,127                    |       |
| Brokerage  commissions                         |       | (332,206                    | )           | (102,493                    | )          | (789,060                   | )          | (256,924                   | )          |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Total trading loss                             |       | (21,348,927                 | )           | (4,627,311                  | )          | (1,066,129                 | )          | (2,310,344                 | )          |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **INVESTMENT INCOME:**                         | ** ** | ** **                  | ** **  | ** **                  | ** ** | ** **                 | ** ** | ** **                 | ** ** |
| Interest                                       |       | 3,542,844                   |        | 1,075,103                   |       | 7,638,299                  |       | 2,133,814                  |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **EXPENSES:**                                  | ** ** | ** **                  | ** **  | ** **                  | ** ** | ** **                 | ** ** | ** **                 | ** ** |
| Management fee                                 |       | 1,248,673                   |        | 432,466                     |       | 2,865,125                  |       | 933,262                    |       |
| Sponsor’s fee                             |       | 731,495                     |        | 401,611                     |       | 2,028,724                  |       | 848,097                    |       |
| Performance fee                                |       | (3,358,443                  | )           | (527,054                    | )          | 103,000                    |       | —                     |       |
| Other                                          |       | 166,088                     |        | 219,114                     |       | 453,522                    |       | 448,715                    |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Total expenses                                 |       | (1,212,187                  | )           | 526,137                     |       | 5,450,371                  |       | 2,230,074                  |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **NET INVESTMENT INCOME(LOSS)**                |       | 4,755,031                   |        | 548,966                     |       | 2,187,928                  |       | (96,260                    | )          |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **NET INCOME(LOSS)**                           |       | $                           | (16,593,896 | )                           | $          | (4,078,345                 | )          | $                          | 1,121,799  |   | $ | (2,406,604 | ) |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| **NET INCOME(LOSS) PER UNIT:**                 | ** ** | ** **                  | ** **  | ** **                  | ** ** | ** **                 | ** ** | ** **                 | ** ** |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Weighted average  number of Units outstanding: |       |                        |        |                        |       |                       |       |                       |       |
| Class A                                        |       | 18,486,710                  |        | 7,719,791                   |       | 17,509,161                 |       | 4,866,372                  |       |
| Class C                                        |       | 83,454,820                  |        | 51,322,299                  |       | 76,311,967                 |       | 34,873,226                 |       |
| Class D                                        |       | 18,241,191                  |        | 11,941,658                  |       | 16,054,437                 |       | 8,170,438                  |       |
| Class I                                        |       | 14,594,475                  |        | 9,423,415                   |       | 13,712,471                 |       | 7,957,446                  |       |
| Class D-SM(1)                                  |       | 10,880,082                  |        |                        |       | 10,549,144                 |       |                       |       |
| Class D-TF(2)                                  |       | 85,638,436                  |        |                        |       | 87,074,196                 |       |                       |       |
|                                           |       |                        |        |                        |       |                       |       |                       |       |
| Net income  (loss) per weighted average Unit:  |       |                        |        |                        |       |                       |       |                       |       |
| Class A                                        |       | $                           | (0.0660     | )                           | $          | (0.0495                    | )          | $                          | 0.0305     |   | $ | (0.0463 | ) |
| Class C                                        |       | $                           | (0.0674     | )                           | $          | (0.0514                    | )          | $                          | 0.0202     |   | $ | (0.0481 | ) |
| Class D                                        |       | $                           | (0.0659     | )                           | $          | (0.0496                    | )          | $                          | 0.0259     |   | $ | (0.0600 | ) |
| Class I                                        |       | $                           | (0.0634     | )                           | $          | (0.0495                    | )          | $                          | 0.0381     |   | $ | (0.0019 | ) |
| Class D-SM(1)                                  |       | $                           | (0.0634     | )                           |       |                       | $          | 0.0884                     |       |   |   |
| Class D-TF(2)                                  |       | $                           | (0.0810     | )                           |       |                       | $          | (0.0324                    | )          |   |   |

 

----

(1) Units issued on April 1, 2007.

(2) Units issued on June 1, 2007.

 

See notes tofinancial statements.

2

----

 

ML ASPECTFUTURESACCESS LLC 

(a DelawareLimited Liability Company)

STATEMENT OFCHANGES IN MEMBERS’ CAPITAL

For the ninemonths ended September 30, 2007 and 2006 

(unaudited)
| ** **                 | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  September 30, 2006** | ** ** | **Members’ Capital  December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  September 30, 2007** | ** ** |
|----------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------------------------------------|------------|
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| Class A                    |       | 2,099,133                                                   |       | 6,497,825         |       | (459,436        | )          | 8,137,522                                                    |       | 13,798,588                                                  |       | 5,241,456         |       | (804,178        | )          | 18,235,866                                                   |       |
| Class C                    |       | 15,745,021                                                  |       | 41,609,362        |       | (1,727,319      | )          | 55,627,064                                                   |       | 63,313,746                                                  |       | 26,840,025        |       | (8,320,523      | )          | 81,833,248                                                   |       |
| Class D                    |       | 4,742,754                                                   |       | 11,602,363        |       | (4,371,011      | )          | 11,974,106                                                   |       | 13,531,909                                                  |       | 6,087,954         |       | (1,819,371      | )          | 17,800,492                                                   |       |
| Class I                    |       | 5,948,484                                                   |       | 3,942,967         |       | (73,199         | )          | 9,818,252                                                    |       | 12,118,637                                                  |       | 3,002,485         |       | (2,717,171      | )          | 12,403,951                                                   |       |
| Class D-SM(1)              |       | —                                                      |       | —            |       | —          |       | —                                                       |       | —                                                      |       | 11,206,991        |       | (214,540        | )          | 10,992,451                                                   |       |
| Class D-TF(2)              |       | —                                                      |       | —            |       | —          |       | —                                                       |       | —                                                      |       | 91,381,476        |       | (9,814,273      | )          | 81,567,203                                                   |       |
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| Total Members’ Units  |       | 28,535,392                                                  |       | 63,652,517        |       | (6,630,965      | )          | 85,556,944                                                   |       | 102,762,880                                                 |       | 143,760,387       |       | (23,690,056     | )          | 222,833,211                                                  |       |
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| Class A                    |       | 10,319                                                      |       | —            |       | —          |       | 10,319                                                       |       | 10,319                                                      |       | —            |       | —          |       | 10,319                                                       |       |
| Class C                    |       | 10,328                                                      |       | —            |       | —          |       | 10,328                                                       |       | 10,328                                                      |       | —            |       | —          |       | 10,328                                                       |       |
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| Total Sponsor’s Units |       | 20,647                                                      |       | —            |       | —          |       | 20,647                                                       |       | 20,647                                                      |       | —            |       | —          |       | 20,647                                                       |       |

 

----

(1) Units issued on April 1, 2007.

(2) Units issued on June 1, 2007.

 

See notes to financial statements.

3

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ML ASPECTFUTURESACCESS LLC 

(a DelawareLimited Liability Company)

STATEMENT OFCHANGES IN MEMBERS’ CAPITAL

For the ninemonths ended September 30, 2007 and 2006

(unaudited)

 
| ** **                    | ** ** | **Members**’ Capital  December 31, 2005 | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income (Loss)** | ** ** | **Members**’ Capital  September 30, 2006 | ** ** | **Members**’ Capital  December 31, 2006 | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** **  | **Net Income  (Loss)** | ** ** | **Members**’ Capital  September 30,  2007 | ** **  |
|-------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------|------------|--------------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|-------------|-----------------------------|------------|----------------------------------------------------------|-------------|
| Class A                       |       | $                                                           | 2,233,102  |              | $          | 7,222,078       |       | $                               | (513,695   | )                                                            | $          | (225,250                                                    | )          | $                 | 8,716,235  |            | $           | 16,089,634                  |       | $                                                        | 6,098,041   |   | $ | (941,686 | ) | $ | 534,687 |   | $ | 21,780,676 |   |
| Class C                       |       | 16,664,400                                                  |       | 45,698,508        |       | (1,860,421      | )          | (1,675,645                      | )          | 58,826,842                                                   |       | 72,750,991                                                  |       | 30,952,246        |       | (9,632,643      | )           | 1,537,567                   |       | 95,608,161                                               |        |
| Class D                       |       | 5,186,047                                                   |       | 13,568,899        |       | (4,979,747      | )          | (490,544                        | )          | 13,284,655                                                   |       | 16,414,106                                                  |       | 7,675,895         |       | (2,159,382      | )           | 416,579                     |       | 22,347,198                                               |        |
| Class I                       |       | 6,299,150                                                   |       | 4,343,852         |       | (78,761         | )          | (15,195                         | )          | 10,549,047                                                   |       | 14,198,284                                                  |       | 3,473,207         |       | (3,262,740      | )           | 522,598                     |       | 14,931,349                                               |        |
| Class D-SM(1)                 |       | —                                                      |       | —            |       | —          |       | —                          |       | —                                                       |       | —                                                      |       | 13,154,375        |       | (269,068        | )           | 932,232                     |       | 13,817,539                                               |        |
| Class D-TF(2)                 |       | —                                                      |       | —            |       | —          |       | —                          |       | —                                                       |       | —                                                      |       | 116,922,599       |       | (12,262,287     | )           | (2,822,354                  | )          | 101,837,958                                              |        |
|                          |       |                                                        |       |              |       |            |       |                            |       |                                                         |       |                                                        |       |              |       |            |        |                        |       |                                                     |        |
| Total Members’ Interests |       | $                                                           | 30,382,699 |              | $          | 70,833,337      |       | $                               | (7,432,624 | )                                                            | $          | (2,406,634                                                  | )          | $                 | 91,376,779 |            | 119,453,015 |                        | $          | 178,276,363                                              |        | $ | (28,527,806 | ) | $ | 1,121,309 |   | $ | 270,322,881 |   |
|                          |       |                                                        |       |              |       |            |       |                            |       |                                                         |       |                                                        |       |              |       |            |        |                        |       |                                                     |        |
| Class A                       |       | $                                                           | 11,001     |              | $          | —          |       | $                               | —     |                                                         | $          | 57                                                          |       | $                 | 11,058     |            | $           | 12,035                      |       | $                                                        | —      |   | $ | — |   | $ | 292 |   | $ | 12,327 |   |
| Class C                       |       | 10,953                                                      |       | —            |       | —          |       | (27                             | )          | 10,926                                                       |       | 11,870                                                      |       | —            |       | —          |        | 198                         |       | 12,068                                                   |        |
|                          |       |                                                        |       |              |       |            |       |                            |       |                                                         |       |                                                        |       |              |       |            |        |                        |       |                                                     |        |
| Total Sponsor’s Interest |       | $                                                           | 21,954     |              | $          | —          |       | $                               | —     |                                                         | $          | 30                                                          |       | $                 | 21,984     |            | $           | 23,905                      |       | $                                                        | —      |   | $ | — |   | $ | 490 |   | $ | 24,395 |   |
|                          |       |                                                        |       |              |       |            |       |                            |       |                                                         |       |                                                        |       |              |       |            |        |                        |       |                                                     |        |
| Total Members’ Capital   |       | $                                                           | 30,404,653 |              | $          | 70,833,337      |       | $                               | (7,432,624 | )                                                            | $          | (2,406,604                                                  | )          | $                 | 91,398,762 |            | $           | 119,476,920                 |       | $                                                        | 178,276,363 |   | $ | (28,527,806 | ) | $ | 1,121,799 |   | $ | 270,347,276 |   |

 

----

(1) Units issued on April 1, 2007.

(2) Units issued on June 1, 2007.

 

See notes to financial statements.

4

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ML ASPECT FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

NOTES TO FINANCIALSTATEMENTS

(unaudited)

1.     SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

In the opinion ofmanagement, the financial statements contain all adjustments necessary topresent fairly the financial position of ML Aspect FuturesAccess LLC (the “Fund”)as of September 30, 2007, and the results of its operations for the three andnine months ended September 30, 2007 and 2006. However, the operating results for the interim periods may not beindicative of the results for the full year.

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”) have been omitted.  It is 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, 2006.  Class D-SM commenced trading on April 1,2007. Class D-TF commenced trading on June 1, 2007. Class D-SM Units pay AspectCapital Management Limited (“Aspect”), annual management fees of 2.00 % of theClass’ average month-end net assets. The Class pays performance fees at 20% ofany New Trading Profit, as defined. Class D-TF is allocated annual management fees of 1.50% of the Class’average month-end net assets. The Class pays performance fees at 15% of any NewTrading Profit, as defined. Class D-SM and Class D-TF Units are not allocatedany sponsor fees.

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

2.     NET ASSET VALUE PER UNIT

For financial reportingpurposes, in conformity with US 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 are as follows:

At September 30, 2007 theNet Asset Values of the different Classes of Units are as follows:

 
|            | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|--------------------------|------------|---------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                   | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A    |       | $                             | 21,793,688  |                     | $          | 21,793,003                                  |       | 18,246,185 |   | $ | 1.1944 |   | $ | 1.1944 |   |
| Class C    |       | 95,628,925                    |        | 95,620,229               |       | 81,843,576                                  |       | 1.1684 |   | 1.1683 |   |
| Class D    |       | 22,352,116                    |        | 22,347,198               |       | 17,800,492                                  |       | 1.2557 |   | 1.2554 |   |
| Class I    |       | 14,939,247                    |        | 14,931,349               |       | 12,403,951                                  |       | 1.2044 |   | 1.2038 |   |
| Class D-SM |       | 13,817,539                    |        | 13,817,539               |       | 10,992,451                                  |       | 1.2570 |   | 1.2570 |   |
| Class D-TF |       | 101,837,958                   |        | 101,837,958              |       | 81,567,203                                  |       | 1.2485 |   | 1.2485 |   |
|       |       | $                             | 270,369,473 |                     | $          | 270,347,276                                 |       | 222,853,858 |   |   |   |   |   |
|            |            |                               |             |                          |            |                                             |            |  |  |  |  |  |  |  |  |

 

5

----

 

At December 31, 2006 theNet Asset Values of the different Classes of Units are as follows:
|            | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|--------------------------|------------|---------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                   | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A    |       | $                             | 16,103,372  |                     | $          | 16,101,669                                  |       | 13,808,907 |   | $ | 1.1662 |   | $ | 1.1660 |   |
| Class C    |       | 72,777,781                    |        | 72,762,861               |       | 63,324,074                                  |       | 1.1493 |   | 1.1491 |   |
| Class D    |       | 16,419,981                    |        | 16,414,107               |       | 13,531,909                                  |       | 1.2134 |   | 1.2130 |   |
| Class I    |       | 14,206,983                    |        | 14,198,283               |       | 12,118,637                                  |       | 1.1723 |   | 1.1716 |   |
|       |       | $                             | 119,508,117 |                     | $          | 119,476,920                                 |       | 102,783,527 |   |   |   |   |   |
|            |            |                               |             |                          |            |                                             |            |  |  |  |  |  |  |  |  |

 

3.     MARKET AND CREDIT RISK

The nature of thisFund has certain risks, which cannot be presented on the financialstatements.  The following summarizessome of those risks.

### Market Risk

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s Net unrealized profit 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.

The Sponsor of theFund, Merrill Lynch Alternative Investments LLC (“MLAI”), has procedures inplace intended to control market risk exposure, although there can be noassurance that they will, in fact, succeed in doing so.  These procedures 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.

6

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

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

4.     RECENT ACCOUNTING PRONOUNCEMENT

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

7

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

MONTH-END NET ASSET VALUE PER UNIT

(NON US GAAP)

MLAI believes that the Net Asset Value used to calculate subscriptionand redemption value and to report performance to investors throughout the yearis the most valuable to the Members of the Fund.  Therefore, the charts below referencing NetAsset Value and performance measurements are based on the Net Asset Value forall other purposes, as discussed in Note 2 to the financial statements.

Class A
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|
| 2006       |       | $        | 1.0832     |     | $          | 1.0733   |       | $        | 1.1176     |    | $          | 1.1701   |       | $        | 1.1235     |     | $          | 1.1246    |   | $ | 1.0782 |   | $ | 1.0669 |   | $ | 1.0714 |
| 2007       |       | $        | 1.1952     |     | $          | 1.1332   |       | $        | 1.1134     |    | $          | 1.1604   |       | $        | 1.2217     |     | $          | 1.2604    |   | $ | 1.2019 |   | $ | 1.1348 |   | $ | 1.1944 |

 

Class C
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|
| 2006       |       | $        | 1.0768     |     | $          | 1.0662   |       | $        | 1.1093     |    | $          | 1.1595   |       | $        | 1.1115     |     | $          | 1.1131    |   | $ | 1.0663 |   | $ | 1.0543 |   | $ | 1.0579 |
| 2007       |       | $        | 1.1769     |     | $          | 1.1150   |       | $        | 1.0946     |    | $          | 1.1399   |       | $        | 1.1991     |     | $          | 1.2361    |   | $ | 1.1777 |   | $ | 1.1102 |   | $ | 1.1684 |

 

Class D
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|
| 2006       |       | $        | 1.1148     |     | $          | 1.1086   |       | $        | 1.1563     |    | $          | 1.2076   |       | $        | 1.1546     |     | $          | 1.1599    |   | $ | 1.1142 |   | $ | 1.1039 |   | $ | 1.1100 |
| 2007       |       | $        | 1.2452     |     | $          | 1.1823   |       | $        | 1.1631     |    | $          | 1.2137   |       | $        | 1.2795     |     | $          | 1.3217    |   | $ | 1.2620 |   | $ | 1.1901 |   | $ | 1.2557 |

 

Class I
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|
| 2006       |       | $        | 1.0786     |     | $          | 1.0690   |       | $        | 1.1139     |    | $          | 1.1664   |       | $        | 1.1231     |     | $          | 1.1270    |   | $ | 1.0815 |   | $ | 1.0705 |   | $ | 1.0754 |
| 2007       |       | $        | 1.2019     |     | $          | 1.1402   |       | $        | 1.1206     |    | $          | 1.1683   |       | $        | 1.2304     |     | $          | 1.2699    |   | $ | 1.2113 |   | $ | 1.1442 |   | $ | 1.2044 |

 

Class D-SM
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|
| 2006       |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | N/A     |       | N/A      |       | N/A      |       | N/A      |       | N/A       |
| 2007       |       | N/A      |       | N/A      |       | 1.1631   |       | $        | 1.2137     |    | $          | 1.2795   |       | $        | 1.3217     |     | $          | 1.2614    |   | $ | 1.1920 |   | $ | 1.2570 |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |  |  |  |  |  |  |

 

Class D-TF
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|
| 2006       |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | N/A     |       | N/A      |       | N/A      |       | N/A      |       | N/A       |
| 2007       |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | $       | 1.2795     |     | $          | 1.3245   |       | $        | 1.2568     |      | $ | 1.1828 |   | $ | 1.2485 |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |  |  |  |  |  |

 

8

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Performance Summary

January 1, 2007 to September 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, interestrate 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 their Japaneseyen carry trade positions. This caused losses due to the short positions in theJapanese yen. However, the quarter is ended with currencies posting gains asthe short positions in Euribor and the British pound were profitable as pricesfell, helped by stronger than expected economic data releases in the UnitedKingdom and Eurozone.  Also finishingprofitably was the U.S. dollar which depreciated against the other majorcurrencies coupled with weaker than expected data releases and rising concernsabout the U.S. sub-prime mortgage market aided gains being posted.

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.

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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 points and stating in the subsequent Monetary Policy Committee (MPC)minutes that a larger hike had also been considered. European debt prices alsofinished down following the release of above expectations regional GrossDomestic Product (GDP) data and strong indications from the European CentralBank (ECB) that rates would rise again in June. The short positions in bondsand interest rates were the most profitable positions at the quarter’s end.Bond prices fell following strong U.S. retail sales figures and aboveexpectation Producer Price Index data (PPI). The biggest move in the sector wasseen in the United Kingdom contracts after a surprisingly hawkish set of MPCminutes helped to suppress prices.

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 anegative Consumer Price Index (CPI) figure for the year to March helped to sendthe Japanese yen lower against the U.S. dollar and euro. Elsewhere, the U.S.dollar depreciated on weak data releases including a low GDP forecast figurethat hinted at slowing growth in the U.S. The currency sector finished flat mid quarter as losses in the Britishpound versus the U.S. dollar and the euro versus the U.S. dollar cross rateslargely offset gains in the U.S. dollar versus the Japanese yen holdings as theU.S. dollar strengthened on the back of revised rate expectations in the U.S.The quarter ended with profits being posted to the Fund as gains in the NewZealand dollar, Japanese yen and Australian dollar cross-rates against the U.S.dollar offset losses 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 continued torecover from their lows in March. Long positions continued to post profits tothe 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 in negative territory, asconditions remained volatile and largely trend-less amid investor concerns overinflation 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.

10

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July 1, 2007 to September 30, 2007

TheFund posted losses for the quarter with energy, agriculture, and the currencysectors posting gains, while metals, stock indices and the interest ratesectors posted losses.

The energy sector posted profits for the Fund.Profits were posted to the Fund at the beginning of the quarter and at thequarter’s end due to the Fund’s long positions in crude oil as prices in thecommodity struck all time highs.

Theagricultural sector posted profits for the Fund. Losses were posted to the Fundat the beginning of the quarter with the worst losses seen in the cocoacontracts. Losses continued to be posted to the Fund mid-quarter only to beoffset with profits at the end of the quarter. The long positions in soy beansand wheat produced the biggest gains for the Fund as the quarter ended.

Thecurrency sector posted profits for the Fund. At the beginning of the quarterlosses were posted to the Fund due to the long positions in the U.S. dollarversus the Japanese yen. The reduction in risk appetite was particularlyvisible in some currency markets mid-quarter as long-held carry trade positionsreversed resulting in losses for the Fund due to the New Zealand dollar versusthe U.S. dollar and the U.S. dollar versus the Japanese yen positions. Profitswere posted to the Fund at the end of the quarter due to the depreciation ofthe U.S. currency amid a stream of weak economic data releases from theU.S.  The Euro versus the U.S. dollarlong positions and the short positions in the U.S. dollar versus the Canadiandollar trades also contributed to the Fund’s profits.

Themetals sector posted losses for the Fund. Long positions in metals finishedprofitably at the beginning of the quarter as prices generally rose across thesector. However, suppressed by inventory increases and concerns over U.S.demand, prices were pushed down posting losses to the Fund mid-quarter throughthe end of the quarter.

Thestock indices sector posted losses for the Fund. Concerns of significantsub-prime related losses at the beginning of the quarter caused equities to besold off sharply, hurting the Fund’s long exposure to the stock indices sector.Conditions were also volatile in the global equity markets mid-quarter as somestock indices had fallen to their lowest levels of the year. Hong Kong’s HangSeng stock exchange long positions aided the stock indices sector as equitiesgenerally rallied at the end of the quarter posting profits for the Fund.

The interest rate sector posted losses for the Fund.The quarter began with losses being posted to the Fund due to bonds being theworst performing sector for the Fund after prices rallied on rising concernsover the quality of the credit markets. The downgrading of substantialquantities of mortgage-backed securities, the collapse of two Bear Stearnsfunds and further concerns of significant sub-prime related losses fuelled aflight to quality.  A long position inthe interest rate model was not enough to offset losses incurred mid-quarter.Short position in the British sterling was the major drag on performance as pricesrallied against the Fund’s short position

January 1, 2006 to September 30, 2006

January 1, 2006 to March 31, 2006

TheFund posted an overall gain for the quarter with stock indices, metals andinterest rate sectors posted gains while agricultural, currencies, and energysectors posted losses.

Stockindices were the most profitable for the Fund. Stock indices continued theirrecent rally to the benefit of the Fund, despite a sharp correction thebeginning of the first quarter following the Japanese

11

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Livedoorscandal. U.S. and global indices reacted to strong mid-and small-cap U.S.corporate results, and sentiment regarding the rate cycle, while Europe waslifted by large cap merger activity and high commodity prices. The quarterended with most major stock markets still experiencing an uptrend, driven bycontinued optimistic sentiment around the markets.

Themetals sector was also profitable for this Fund. Strong profits came frommetals as bullish trends continued through the beginning of the first quarter.Prices were driven higher by global industrial growth set against producers’capacity problems. Aluminum had large gains as smelters closed in China andSwitzerland, while zinc was helped on its way by decreasing inventories andSouth American labor disputes. Metal prices continued to rise through the endof the quarter driven by increasingly strong demand which benefited the Fund’slong positions.

Theinterest rate sector posted gains for the Fund. The beginning of the quarterfound the best single market was in the interest rates sector, where the shortin the Eurodollar profited from market expectations of further U.S. rate hikes.

Thecurrency sector posted a loss for this Fund. Bonds contributed a loss to theFund, with their recent meager rally extinguished by a sharp correction in thebeginning of the quarter sparked by a strong German business confidence survey,a closing of European/U.S. interest rate differentials and a second month ofJapanese price increases. However, the Fund profited mid-quarter from theweakening Swedish krona after bearish Swedish inflation figures, and from thestrengthening U.S. dollar. The Japanese yen presented problems, however, as itstrengthened amid speculation that Japanese rates might be raised sooner thanexpected.  The quarter ended with bondsposting profits for the Fund, due to profits from the short position inJapanese ten year bonds. The Bank of Japan’s decision on March 9, 2006 to dropits policy of “quantitative easing” caused yields to rise sharply. Profits werealso posted from the program’s short position in the Euribor. The fall in pricewas triggered by various data releases fuelling expectations of further ratehikes from the European Central Bank.

Theagricultural sector posted losses for the Fund. The agricultural market wassoft which attributed to the difficult trading environment resulting in thesector posting losses for the Fund.

Theenergy sector was the least profitable for the Fund. Long positions in crudeoil suffered heavily early in mid-quarter wherein the price dropped by nearlyU.S. $10/bbl amid bountiful inventory figures, before recovering somewhatfollowing violence in Nigeria and an attempted refinery bombing in SaudiArabia. However, the short positions in natural gas produced good returns asthe price continued it’s strong downwards trend, despite the short cold snap inNorth America. The quarter ended with a disappointment to the Fund, whereinshort positions in unleaded gasoline and crude oil were affected bygeopolitical concerns driving prices higher.

April 1, 2006 to June 30, 2006

The Fund posted an overall loss for the quarter withinterest rates and metal sectors posting gains while energy, currencies,agriculture and stock indices sectors posted losses.

The interest rate sector was the most profitable forthe Fund. Bonds continued to profit from its short positions as the globaleconomy remained in an environment of rising short-term interest rates. Shortpositions in the U.K. ten year gilt were the best single market performers forthe Fund. There were losses from short positions in bonds mid-quarter, however,interest rates proved profitable as the Federal Reserve’s focus on inflationbecame important. The quarter ended with the best single market in the interestrates sector, where the short in the Eurodollar profited from marketparticipants’ focusing their attention on the central banks announcements andcommentaries on inflation.

12

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The metals sector was also profitable for this Fund.Strong profits came from metals as bullish trends continued through the middleof the second quarter. Several metals hit record highs at the beginning of thequarter as robust Chinese economic growth further increased global demand.Profits were also generated for the Fund mid-quarter contrary to the highlyvolatile price action. Prices started to fall again at the end of the quarterdue to the Fund’s reduced, but remaining long positions.

The energy sector posted losses for the Fund. Modestgains were posted to the Fund beginning of the quarter only to fall midquarter. Equity markets corrected sharply amid concerns over rising inflationand speculation that the long bull market might be coming to an end. The Fund’slong positions suffered as a result, especially in the highlycommodity-influenced FTSE 100 as energies and metals markets also fell sharply.Energy markets proved difficult for the Fund, with the worst loss in crude oil.However, the quarter ended posting gains for the Fund from long positions incrude oil and short positions in natural gas.

The currency sector posted losses for the Fund. Longpositions in the U.S. dollar contributed a loss to the Fund at the beginning ofthe quarter due to the weakening of the U.S. dollar to other currencies. Aturbulent period in the markets mid-quarter resulted in most sectors witnessingsharp reversals, which hurt established positions. Short position in theEurodollar did post a slight gain for the Fund at quarter’s end however, it wasnot enough to offset the losses.

The agricultural sector posted losses for the Fund.The agricultural market was soft which attributed to the difficult tradingenvironment resulting in the sector posting losses for the Fund. The worstsingle performance at quarter’s end came from cocoa futures which was a sharpreversal in June after two bearish months, affecting the Fund’s shortpositions.

Stock indices were the least profitable for the Fund.Modest gains were posted at the beginning of the quarter only to have sharpreversals mid quarter which hurt established positions.  The Fund’s losses in stock indices werelimited at quarter’s end as long positions were largely reduced, quicklyadapting to the current market environment.

July 1, 2006 to September 30, 2006

TheFund posted losses for the quarter with stock indices and currencies postinggains while metals, agriculture, energy and interest rate sectors postedlosses.

Stockindices were the most profitable for the Fund. Long positions in stocksreturned strong performances as stocks rallied on the back of falling energyprices and conservative interest rate expectations. Stocks continued to performwell throughout the quarter and the quarter ended with an increasing number ofmarkets breaking through the May high.

Thecurrency sector was also profitable for the Fund.  In the beginning of the quarter, the Britishsterling and Australian dollar long positions posted gains which offset lossesin the Eurodollar and Euro bunds short positions. Mid-quarter falling energyprices and conservative rate expectations aided the currency sector returns.The Bank of England and the European Central Bank rate hikes strengthened theBritish pound and Euro long positions, while Japanese yen short positionsrealized gains as the currency depreciated. Currencies finished quarter’s endin negative territory. Profit and loss were predominantly driven by movementsin the U.S. dollar. As the U.S. dollar strengthened, gains were made bycurrency pairs adopting long U.S. dollar positions, however, these wereoutweighed by the pairs that had taken an opposing position.

13

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The metals sectorwas not profitable for the Fund. Throughout the quarter, trading in metalsposted profits for the Fund. However, at quarter’s end gold and silver longpositions were hit as prices were dragged down by a stronger U.S. dollar,weaker oil prices and fears that global economic slowdown would hamper thecommodities rally.

The agriculturesector was not profitable for the Fund. Losses were posted at the beginning ofthe quarter as cocoa prices continued the bullish trend from June but longpositions were then hit by a large fall. However, mid—quarter soybean shortpositions and Robusta coffee long positions posted gains. Due to marketvolatility the quarter ended posting losses for the sector.

The energy sectorwas not profitable for the Fund. Crude oil prices rose at the beginning of thequarter however, a sharp reversal in oil price movements, combined with a rapidrise in natural gas prices posted losses. Long positions mid—quarter sufferedlosses as fears surrounding the U.S. hurricane season, the closure of PrudhoeBay and the Israeli—Lebanese conflict begin to fade. Gains were posted atquarter’s end as the U.S. dollar strengthened, oil prices weakened and fearsthat a global economic slowdown would hamper the commodities rally. However,the gains were not enough to offset the losses.

The interest ratesector was the least profitable for the Fund. During the quarter, conservativeinterest rate expectations and market volatility caused the sector to postlosses.

Item 3.   Quantitative and Qualitative DisclosuresAbout 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.

14

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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 Exchange Act of1934).  All quantitative disclosures inthis section are deemed to be forward—looking statements for purposes of thesafe 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).

Exchange maintenance margin requirements have beenused by the Fund as the measure of its Value at Risk.  Maintenance margin requirements are set byexchanges to equal or exceed the maximum loss in the fair value of any givencontract incurred in 95%-99% of the one-day time periods included in thehistorical sample (generally approximately one year) researched for purposes ofestablishing margin levels.  Themaintenance margin levels are established by dealers and exchanges usinghistorical price studies as well as an assessment of current market volatility(including the implied volatility of the options on a given futures contract)and economic fundamentals to provide a probabilistic estimate of the maximumexpected near-term one-day price fluctuation.

In the case of market sensitive instruments which arenot exchange-traded (almost exclusively currencies in the case of the Fund),the margin 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 contracts havebeen aggregated to determine each trading category’s aggregate Value atRisk.  The diversification effectsresulting from the fact that the Fund’s positions are rarely, if ever, 100%positively correlated have not been reflected.

***TheFund’s Trading Value at Risk in Different Market Sectors***

The following table indicates theaverage, highest and lowest trading Value at Risk associated with the Fund’sopen positions by market category for the fiscal period. For the nine monthsended September 30, 2007 and 2006, the Fund’s average Month-end Net Asset Valuefor all other purposes was approximately $191,440,739 and $58,120,887respectively.
| ** **                | ** ** | ** **                  | ** ** | **September 30, 2007** | ** ** | ** **             | ** ** | ** **            | ** ** |
|---------------------------|------------|-----------------------------|------------|----------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                | ** ** | **Average**                 | ** ** | **% of Average**       | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk** | ** ** | **Capitalization**               | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                      |       |                        |       |                             |       |                   |       |                  |       |
| Agricultural  Commodities |       | $                           | 346,758    |                             | 0.18       | %                      | $          | 1,761,496             |       | $ | 43,237 |   |
| Currencies                |       | 1,314,157                   |       | 0.69                             | %          | 7,087,844              |       | 73,826                |       |
| Energy                    |       | 599,489                     |       | 0.31                             | %          | 3,744,551              |       | 13,104                |       |
| Interest Rates            |       | 17,804,919                  |       | 9.30                             | %          | 34,849,043             |       | 11,027,335            |       |
| Metals                    |       | 608,470                     |       | 0.32                             | %          | 2,665,713              |       | 54,595                |       |
| Stock Indices             |       | 942,645                     |       | 0.49                             | %          | 1,964,200              |       | 94,753                |       |
|                      |       |                        |       |                             |       |                   |       |                  |       |
| TOTAL                     |       | $                           | 21,616,438 |                             | 11.29      | %                      | $          | 52,072,847            |       | $ | 11,306,850 |   |

 

15

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| ** **                | ** ** | ** **                  | ** ** | **September 30, 2006** | ** ** | ** **             | ** ** | ** **            | ** ** |
|---------------------------|------------|-----------------------------|------------|----------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                | ** ** | **Average**                 | ** ** | **% of Average**       | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk** | ** ** | **Capitalization**               | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                      |       |                        |       |                             |       |                   |       |                  |       |
| Agricultural  Commodities |       | $                           | 68,048     |                             | 0.12       | %                      | $          | 168,050               |       | $ | 39,343 |   |
| Currencies                |       | 239,309                     |       | 0.41                             | %          | 881,337                |       | 72,304                |       |
| Energy                    |       | 124,721                     |       | 0.21                             | %          | 405,978                |       | 10,048                |       |
| Interest Rates            |       | 6,351,675                   |       | 10.93                            | %          | 11,709,651             |       | 1,094,608             |       |
| Metals                    |       | 134,884                     |       | 0.23                             | %          | 495,831                |       | 25,273                |       |
| Stock Indices             |       | 385,601                     |       | 0.66                             | %          | 1,586,854              |       | 30,090                |       |
|                      |       |                        |       |                             |       |                   |       |                  |       |
| TOTAL                     |       | $                           | 7,304,238  |                             | 12.56      | %                      | $          | 15,247,701            |       | $ | 1,271,666 |   |

 

MaterialLimitations on Value at Risk as an Assessment of Market Risk

The facevalue of the market sector instruments held by the Fund is typically many timesthe applicable maintenance margin requirement (maintenance margin requirementsgenerally ranging between approximately 1% and 10% of contract face value) as wellas many times the capitalization of the Fund. The magnitude of the Fund’s open positions creates a “risk of ruin” nottypically found in most other investment vehicles.  Because of the size of its positions, certainmarket conditions — unusual, but historically recurring from time to time —could cause the Fund to incur severe losses over a short period of time.   The foregoing Value at Risk table — as wellas the past performance of the Fund — gives no indication of this “risk ofruin.”

**Non-Trading Risk**

Foreign Currency Balances; Cash on Deposit withMLPF&S

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

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

Item 4. Controls and Procedures

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

16

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PART II - OTHERINFORMATION

Item 1.            LegalProceedings

On July 31, 2007, the CFTC issued an order against MLAI and an advisoryaffiliate, to which MLAI and the affiliate consented, containing findings,which MLAI and the affiliate neither admitted nor denied, that MLAI and theaffiliate filed with the NFA a number of annual reports for commodity pools forwhich they acted as commodity pool operators after the deadline established bythe CFTC’s regulations, in violation of CFTC Regulation 4.22(c). MLAI and theaffiliate were ordered to cease and desist from violating Regulation 4.22(c)and to pay a civil penalty in the amount of $500,000.

Item 2.            UnregisteredSales of Equity Securities and Use of Proceeds

(a)   Issuance toaccredited investors pursuant to Regulation D and Section 4(6) under theSecurities Act.  The selling agent of thefollowing Class of Units was MLPF&S.
| ** **       | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------------|------------|------------------|------------|------------|------------|
| **CLASS A** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07           |       | $                | 2,011,848  |       | 1,725,131  |   | $ | 1.1662 |   |
| Feb-07           |       | 773,165          |       | 646,892    |       | 1.1952 |   |
| Mar-07           |       | 645,431          |       | 569,565    |       | 1.1332 |   |
| Apr-07           |       | 866,760          |       | 778,480    |       | 1.1134 |   |
| May-07           |       | 897,005          |       | 773,080    |       | 1.1603 |   |
| Jun-07           |       | 391,946          |       | 320,820    |       | 1.2217 |   |
| Jul-07           |       | 246,820          |       | 195,827    |       | 1.2604 |   |
| Aug-07           |       | 38,998           |       | 32,447     |       | 1.2019 |   |
| Sep-07           |       | 226,068          |       | 199,214    |       | 1.1348 |   |
| Oct-07           |       | 42,899           |       | 35,917     |       | 1.1944 |   |
|                  |            |                  |            |            |            |  |  |  |  |

 
| ** **       | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------------|------------|------------------|------------|------------|------------|
| **CLASS C** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07           |       | $                | 2,881,057  |       | 2,506,793  |   | $ | 1.1493 |   |
| Feb-07           |       | 2,109,219        |       | 1,792,182  |       | 1.1769 |   |
| Mar-07           |       | 4,306,212        |       | 3,862,073  |       | 1.1150 |   |
| Apr-07           |       | 5,570,698        |       | 5,089,254  |       | 1.0946 |   |
| May-07           |       | 2,988,684        |       | 2,621,883  |       | 1.1399 |   |
| Jun-07           |       | 4,434,350        |       | 3,698,065  |       | 1.1991 |   |
| Jul-07           |       | 4,472,218        |       | 3,618,007  |       | 1.2361 |   |
| Aug-07           |       | 2,366,134        |       | 2,009,114  |       | 1.1777 |   |
| Sep-07           |       | 1,823,674        |       | 1,642,654  |       | 1.1102 |   |
| Oct-07           |       | 1,487,436        |       | 1,273,054  |       | 1.1684 |   |
|                  |            |                  |            |            |            |  |  |  |  |

 
| ** **       | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------------|------------|------------------|------------|------------|------------|
| **CLASS D** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07           |       | $                | 1,334,000  |       | 1,099,390  |   | $ | 1.2134 |   |
| Feb07            |       | —           |       | —     |       | 1.2452 |   |
| Mar-07           |       | 352,999          |       | 298,570    |       | 1.1823 |   |
| Apr-07           |       | —           |       | —     |       | 1.1631 |   |
| May-07           |       | 220,447          |       | 181,632    |       | 1.2137 |   |
| Jun-07           |       | 5,768,449        |       | 4,508,362  |       | 1.2795 |   |
| Jul-07           |       | —           |       | —     |       | 1.3217 |   |
| Aug-07           |       | —           |       | —     |       | 1.2620 |   |
| Sep-07           |       | —           |       | —     |       | 1.1901 |   |
| Oct-07           |       | —           |       | —     |       | 1.2557 |   |
|                  |            |                  |            |            |            |  |  |  |  |

 
| ** **       | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------------|------------|------------------|------------|------------|------------|
| **CLASS I** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07           |       | $                | 94,948     |       | 80,993     |   | $ | 1.1723 |   |
| Feb-07           |       | 35,999           |       | 29,952     |       | 1.2019 |   |
| Mar-07           |       | 945,069          |       | 828,861    |       | 1.1402 |   |
| Apr-07           |       | 568,449          |       | 507,272    |       | 1.1206 |   |
| May-07           |       | 1,020,003        |       | 873,066    |       | 1.1683 |   |
| Jun-07           |       | 147,168          |       | 119,610    |       | 1.2304 |   |
| Jul-07           |       | 34,998           |       | 27,560     |       | 1.2699 |   |
| Aug-07           |       | 256,895          |       | 212,082    |       | 1.2113 |   |
| Sep-07           |       | 369,678          |       | 323,089    |       | 1.1442 |   |
| Oct-07           |       | —           |       | —     |       | 1.2044 |   |
|                  |            |                  |            |            |            |  |  |  |  |

 
| ** **          | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|---------------------|------------|------------------|------------|------------|------------|
| **CLASS D-SM** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07              |       | $                | —     |       | —     |   | $ | N/A |   |
| Feb-07              |       | —           |       | —     |       | N/A |   |
| Mar-07              |       | —           |       | —     |       | N/A |   |
| Apr-07              |       | 11,999,999       |       | 10,317,255 |       | 1.1631 |   |
| May-07              |       | —           |       | —     |       | 1.2137 |   |
| Jun-07              |       | —           |       | —     |       | 1.2795 |   |
| Jul-07              |       | 913,488          |       | 691,146    |       | 1.3217 |   |
| Aug-07              |       | 75,775           |       | 60,072     |       | 1.2614 |   |
| Sep-07              |       | 165,113          |       | 138,518    |       | 1.1920 |   |
| Oct-07              |       | 260,326          |       | 207,101    |       | 1.2570 |   |
|                     |            |                  |            |            |            |  |  |  |  |

 
| ** **          | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|---------------------|------------|------------------|------------|------------|------------|
| **CLASS D-TF** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV(1)** | ** ** |
| Jan-07              |       | $                | —     |       | —     |   | $ | N/A |   |
| Feb-07              |       | —           |       | —     |       | N/A |   |
| Mar-07              |       | —           |       | —     |       | N/A |   |
| Apr-07              |       | —           |       | —     |       | N/A |   |
| May-07              |       | —           |       | —     |       | N/A |   |
| Jun-07              |       | 116,922,599      |       | 91,381,476 |       | 1.2795 |   |
| Jul-07              |       | —           |       | —     |       | 1.3245 |   |
| Aug-07              |       | —           |       | —     |       | 1.2568 |   |
| Sep-07              |       | —           |       | —     |       | 1.1828 |   |
| Oct-07              |       | —           |       | —     |       | 1.2485 |   |
|                     |            |                  |            |            |            |  |  |  |  |

 

----

(1) Beginning of the month Net Asset Value for all other purposes

17

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(b)None.

(c) None.

Item 3.   DefaultsUpon Senior Securities

None.

Item 4.   Submissionof Matters to a Vote of Security Holders

None.

Item 5.   OtherInformation

None.

Item 6.   Exhibits

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

31.01 and

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

Exhibit 31.01

and 31.02:           Are filed herewith.

32.01 and

32.02                   Section 1350Certifications

Exhibit 32.01

and 32.02            Are filed herewith.

18

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.
|                                |   | ML ASPECT FUTURESACCESS LLC |
|--------------------------------|--------|-----------------------------|
|                           |   |                        |
|                           |   |                        |
|                           |   | By:                         | MERRILL LYNCH ALTERNATIVE |   |
|                           |   |                        |   | INVESTMENTS LLC |   |
|                           |   |                        | (Manager) |
|                           |   |                        |
|                           |   |                        |
| Date:   November 14, 2007 |   | By                          | /s/ ROBERT D. OLLWERTHER |   |
|                           |   |                        | Robert D. Ollwerther |
|                           |   |                        | Chief Executive Officer and President |
|                           |   |                        | (Principal Executive Officer) |
|                           |   |                        |   |
| Date:   November 14, 2007 |   |                        |
|                           |   | By                          | /s/ BARBRA E. KOCSIS |   |
|                           |   |                        | Chief Financial Officer |
|                           |   |                        | Barbra E. Kocsis |
|                           |   |                        | (Principal Financial and Accounting Officer) |
|                                |        |                             |  |  |  |  |  |  |

 

19

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