**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-Q**

** **

**(MarkOne)**

** **

**x****     ****QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

** **

**For the quarterly period ended September 30,2009**

** **

**OR**

** **

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

** **

**For the transition period from                              to**

** **

**Commission File Number 0-51085**

** **

# **ML ASPECT FUTURESACCESS LLC**

(Exact Name of Registrantas specified 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**

**Four World Financial Center, 6****th**** Floor**

**250 Vesey Street**

**New York, New York 10080**

(Address of principalexecutive offices)

(Zip Code)

 

**212-449-3517**

(Registrant’s telephonenumber, including area code)

 

**Two World Financial Center, 7****th**** Floor**

**New York, New York 10281**

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

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    Yesx No o

 

Indicate by checkmark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).    Yes oNo o

 

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

 

| Large accelerated filer o                     |   | Accelerated filer o       |
|-----------------------------------------------|--------|---------------------------|
|                                          |   |                      |
| Non-accelerated filer x                       |   | Small reporting company o |
| (Do not check if a smaller reporting company) |   |                      |

 

Indicate by check mark whether the registrant is ashell company (as defined by Rule 12b-2 of the Exchange Act).   Yes o No x

 

Asof September 30, 2009, 188,773,991 units of membership were outstanding.

 

 

 

----

 

**ML ASPECT FUTURESACCESS LLC**

 

QUARTERLY REPORT FOR SEPTEMBER 30, 2009 ON FORM 10-Q

 
| ** **   | ** **                                                                                  | **PAGE** |
|--------------|---------------------------------------------------------------------------------------------|----------|
|         |                                                                                        |     |
| PART I  |
|         |                                                                                        |     |
| Item  1.     | Financial  Statements                                                                       | 1        |
|         |                                                                                        |     |
| Item  2.     | Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 14       |
|         |                                                                                        |     |
| Item  3.     | Quantitative  and Qualitative Disclosures About Market Risk                                 | 22       |
|         |                                                                                        |     |
| Item  4T.    | Controls  and Procedures                                                                    | 26       |
|         |                                                                                        |     |
| PART II |
|         |                                                                                        |     |
| Item  1.     | Legal  Proceedings                                                                          | 27       |
|         |                                                                                        |     |
| Item  1A.    | Risk  Factors                                                                               | 27       |
|         |                                                                                        |     |
| Item  2.     | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 27       |
|         |                                                                                        |     |
| Item  3.     | Defaults  Upon Senior Securities                                                            | 28       |
|         |                                                                                        |     |
| Item  4.     | Submission  of Matters to a Vote of Security Holders                                        | 28       |
|         |                                                                                        |     |
| Item  5.     | Other  Information                                                                          | 28       |
|         |                                                                                        |     |
| Item  6      | Exhibits                                                                                    | 28       |

 

----

 

PART I - FINANCIALINFORMATION

 

Item 1.    Financial Statements

 

ML ASPECT FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF FINANCIALCONDITION

(unaudited)

 
| ** **                                                                                                        | ** ** | **September 30,** | ** **  | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------------------------------------|------------|------------------------|-------------|-----------------------|------------|
| ** **                                                                                                        | ** ** | **2009**               | ** **  | **2008**              | ** ** |
| **ASSETS:**                                                                                                       |       |                   |        |                  |       |
| Equity in commodity futures trading accounts:                                                                     |       |                   |        |                  |       |
| Cash (including restricted cash of $34,582,243 for  2009 and $24,334,309 for 2008)                                |       | $                      | 271,845,918 |                  | $          | 334,291,578 |   |
| Net unrealized profit on open contracts                                                                           |       | 11,578,036             |        | 11,866,510            |       |
| Cash                                                                                                              |       | 173,548                |        | 241,619               |       |
| Accrued interest                                                                                                  |       | 6                      |        | 19,502                |       |
|                                                                                                              |       |                   |        |                  |       |
| **TOTAL  ASSETS**                                                                                                 |       | $                      | 283,597,508 |                  | $          | 346,419,209 |   |
|                                                                                                              |       |                   |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL:**                                                                       |       |                   |        |                  |       |
| LIABILITIES:                                                                                                      |       |                   |        |                  |       |
| Brokerage commissions payable                                                                                     |       | $                      | 93,833      |                  | $          | 58,192 |   |
| Management fee payable                                                                                            |       | 441,617                |        | 536,784               |       |
| Sponsor fee payable                                                                                               |       | 208,046                |        | 279,746               |       |
| Redemptions payable                                                                                               |       | 3,263,168              |        | 9,241,236             |       |
| Performance fee payable                                                                                           |       | —                 |        | 15,635,853            |       |
| Other                                                                                                             |       | 230,465                |        | 233,592               |       |
|                                                                                                              |       |                   |        |                  |       |
| Total liabilities                                                                                                 |       | 4,237,129              |        | 25,985,403            |       |
|                                                                                                              |       |                   |        |                  |       |
| MEMBERS’ CAPITAL:                                                                                            |       |                   |        |                  |       |
| Sponsor’s Interest (20,647 Units)                                                                            |       | 27,334                 |        | 32,331                |       |
| Members’ Interest (188,753,344 Units and 195,021,681  Units)                                                 |       | 279,333,045            |        | 320,401,475           |       |
| Total members’ capital                                                                                       |       | 279,360,379            |        | 320,433,806           |       |
|                                                                                                              |       |                   |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                                                  |       | $                      | 283,597,508 |                  | $          | 346,419,209 |   |
| ** **                                                                                                        |       |                   |        |                  |       |
| **NET ASSET VALUE PER UNIT (SEE NOTE  4)**

(Based on 188,773,991 Units outstanding; unlimited  Units authorized) |       |                   |        |                  |       |

 

See notes tofinancial statements.

 

1

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                   | ** ** | **For the  three**     | ** ** | **For the  three**     | ** ** | **For the  nine**      | ** ** | **For the  nine**      | ** **  |
|----------------------------------------------|------------|------------------------|------------|------------------------|------------|------------------------|------------|------------------------|-------------|
| ** **                                   | ** ** | **months  ended**      | ** ** | **months  ended**      | ** ** | **months  ended**      | ** ** | **months  ended**      | ** **  |
| ** **                                   | ** ** | **September 30,** | ** ** | **September 30,** | ** ** | **September 30,** | ** ** | **September 30,** | ** **  |
| ** **                                   | ** ** | **2009**               | ** ** | **2008**               | ** ** | **2009**               | ** ** | **2008**               | ** **  |
| **TRADING  PROFIT (LOSS):**                  | ** ** | ** **             | ** ** | ** **             | ** ** | ** **             | ** ** | ** **             | ** **  |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| Realized                                     |       | $                      | 3,157,393  |                   | $          | (18,721,939            | )          | $                      | (24,225,305 | ) | $ | 34,573,670 |   |
| Change in unrealized, net                    |       | 13,848,046             |       | (10,105,078            | )          | (288,474               | )          | (4,464,601             | )           |
| Brokerage commissions                        |       | (233,906               | )          | (259,599               | )          | (624,093               | )          | (695,188               | )           |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| Total trading profit (loss)                  |       | 16,771,533             |       | (29,086,616            | )          | (25,137,872            | )          | 29,413,881             |        |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| **INVESTMENT  INCOME:**                      | ** ** | ** **             | ** ** | ** **             |       |                   |       |                   |        |
| Interest                                     |       | (3,040                 | )          | 1,374,542              |       | 19,475                 |       | 5,024,851              |        |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| **EXPENSES:**                                | ** ** | ** **             | ** ** | ** **             |       |                   |       |                   |        |
| Management fee                               |       | 1,303,270              |       | 1,390,083              |       | 4,102,303              |       | 4,161,813              |        |
| Sponsor fee                                  |       | 614,008                |       | 756,448                |       | 2,069,953              |       | 2,337,683              |        |
| Performance fee                              |       | —                 |       | (5,675,583             | )          | 17,428                 |       | 4,477,799              |        |
| Other                                        |       | 174,459                |       | 231,969                |       | 546,582                |       | 623,363                |        |
| Total expenses                               |       | 2,091,737              |       | (3,297,083             | )          | 6,736,266              |       | 11,600,658             |        |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| **NET  INVESTMENT INCOME (LOSS)**            |       | (2,094,777             | )          | 4,671,625              |       | (6,716,791             | )          | (6,575,807             | )           |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| **NET  INCOME (LOSS)**                       |       | $                      | 14,676,756 |                   | $          | (24,414,991            | )          | $                      | (31,854,663 | ) | $ | 22,838,074 |   |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| **NET  INCOME (LOSS) PER UNIT:**             | ** ** | ** **             |       |                   |       |                   |       |                   |        |
| ** **                                   |       |                   |       |                   |       |                   |       |                   |        |
| Weighted average number of Units outstanding |       |                   |       |                   |       |                   |       |                   |        |
| Class A                                 |       | 16,397,934             |       | 18,658,711             |       | 17,260,110             |       | 18,261,886             |        |
| Class C                                 |       | 61,135,706             |       | 76,608,319             |       | 63,747,235             |       | 77,285,731             |        |
| Class D                                 |       | 6,696,233              |       | 8,379,222              |       | 6,842,728              |       | 11,388,863             |        |
| Class I                                 |       | 6,001,078              |       | 10,229,061             |       | 6,903,194              |       | 10,818,177             |        |
| Class DS*                               |       | 56,030,315             |       | 40,071,360             |       | 48,930,732             |       | 28,996,415             |        |
| Class DT**                              |       | 47,766,991             |       | 60,843,325             |       | 48,165,447             |       | 63,760,875             |        |
|                                         |       |                   |       |                   |       |                   |       |                   |        |
| Net income (loss) per weighted average Unit  |       |                   |       |                   |       |                   |       |                   |        |
| Class A                                 |       | $                      | 0.0695     |                   | $          | (0.1064                | )          | $                      | (0.1745     | ) | $ | 0.0980 |   |
| Class C                                 |       | $                      | 0.0639     |                   | $          | (0.1096                | )          | $                      | (0.1780     | ) | $ | 0.0939 |   |
| Class D                                 |       | $                      | 0.0804     |                   | $          | (0.1141                | )          | $                      | (0.1745     | ) | $ | 0.1876 |   |
| Class I                                 |       | $                      | 0.0723     |                   | $          | (0.0978                | )          | $                      | (0.1701     | ) | $ | 0.1250 |   |
| Class DS*                               |       | $                      | 0.0828     |                   | $          | (0.1201                | )          | $                      | (0.1491     | ) | $ | 0.0294 |   |
| Class DT**                              |       | $                      | 0.0841     |                   | $          | (0.1194                | )          | $                      | (0.1621     | ) | $ | 0.1481 |   |

 

----

*Class DScommenced on April 2, 2007 and was previously known as Class D-SM.

**Class DTcommenced on June 1, 2007 and was previously known as Class D-TF.

 

See notes tofinancial statements.

 

2

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the nine months endedSeptember 30, 2009 and 2008

(unaudited in Units)

 
| ** **                 | ** ** | **Members’ Capital   December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital   September 30, 2008** | ** ** | **Members’ Capital   December 31, 2008** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital   September 30, 2009** | ** ** |
|----------------------------|------------|--------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------------------------------------|------------|--------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------------------------------------|------------|
| Class A               |       | 17,887,996                                                   |       | 3,583,599         |       | (2,527,950      | )          | 18,943,645                                                    |       | 18,704,606                                                   |       | 1,652,973         |       | (4,845,471      | )          | 15,512,108                                                    |       |
| Class C               |       | 79,170,266                                                   |       | 12,618,888        |       | (16,689,387     | )          | 75,099,767                                                    |       | 68,270,745                                                   |       | 4,700,324         |       | (13,078,859     | )          | 59,892,210                                                    |       |
| Class D               |       | 16,300,492                                                   |       | 659,229           |       | (8,580,499      | )          | 8,379,222                                                     |       | 6,915,976                                                    |       | —            |       | (659,229        | )          | 6,256,747                                                     |       |
| Class I               |       | 11,363,798                                                   |       | 3,063,709         |       | (3,583,570      | )          | 10,843,937                                                    |       | 8,961,247                                                    |       | 379,007           |       | (3,500,890      | )          | 5,839,364                                                     |       |
| Class DS*             |       | 13,768,122                                                   |       | 31,718,559        |       | (10,038,276     | )          | 35,448,405                                                    |       | 41,543,859                                                   |       | 15,050,677        |       | (335,326        | )          | 56,259,210                                                    |       |
| Class DT**            |       | 69,643,298                                                   |       | 1,552,098         |       | (13,655,189     | )          | 57,540,207                                                    |       | 50,625,248                                                   |       | 2,350,570         |       | (7,982,113      | )          | 44,993,705                                                    |       |
|                       |       |                                                         |       |              |       |            |       |                                                          |       |                                                         |       |              |       |            |       |                                                          |       |
| Total Members’ Units  |       | 208,133,972                                                  |       | 53,196,082        |       | (55,074,871     | )          | 206,255,183                                                   |       | 195,021,681                                                  |       | 24,133,551        |       | (30,401,888     | )          | 188,753,344                                                   |       |
|                       |       |                                                         |       |              |       |            |       |                                                          |       |                                                         |       |              |       |            |       |                                                          |       |
| 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                                                        |       |

 

----

*Class DScommenced on April 2, 2007 and was previously known as Class D-SM.

**Class DTcommenced on June 1, 2007 and was previously known as Class D-TF.

 

See notes tofinancial statements.

 

3

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the nine months endedSeptember 30, 2009 and 2008

(unaudited)

 
| ** **                    | ** ** | **Members’ Capital   December 31, 2007** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income   (Loss)** | ** **  | **Members’ Capital   September 30, 2008** | ** ** | **Members’ Capital   December 31, 2008** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **Net Income   (Loss)** | ** ** | **Members’ Capital   September 30, 2009** | ** ** |
|-------------------------------|------------|--------------------------------------------------------------|-------------|-------------------|------------|-----------------|------------|-------------------------|-------------|---------------------------------------------------------------|------------|--------------------------------------------------------------|------------|-------------------|-------------|-----------------|------------|-------------------------|------------|---------------------------------------------------------------|------------|
| Class A                  |       | $                                                            | 22,428,464  |              | $          | 4,932,133       |       | $                       | (3,492,714  | )                                                             | $          | 1,789,011                                                    |       | $                 | 25,656,894  |            | $          | 29,790,712              |       | $                                                             | 2,422,994  |   | $ | (7,170,497 | ) | $ | (3,012,970 | ) | $ | 22,030,239 |   |
| Class C                  |       | 96,858,723                                                   |        | 16,728,744        |       | (22,344,289     | )          | 7,259,152               |        | 98,502,330                                                    |       | 105,091,001                                                  |       | 6,802,811         |        | (18,947,961     | )          | (11,352,561             | )          | 81,593,290                                                    |       |
| Class D                  |       | 21,583,979                                                   |        | 975,000           |       | (12,578,954     | )          | 2,136,724               |        | 12,116,749                                                    |       | 11,849,513                                                   |       | —            |        | (989,305        | )          | (1,191,077              | )          | 9,669,131                                                     |       |
| Class I                  |       | 14,374,152                                                   |        | 4,181,986         |       | (5,050,245      | )          | 1,351,901               |        | 14,857,794                                                    |       | 14,465,113                                                   |       | 578,986           |        | (5,440,322      | )          | (1,168,525              | )          | 8,435,252                                                     |       |
| Class DS*                |       | 18,235,954                                                   |        | 46,281,581        |       | (14,003,395     | )          | 853,916                 |        | 51,368,056                                                    |       | 70,902,871                                                   |       | 23,472,610        |        | (501,078        | )          | (7,303,288              | )          | 86,571,115                                                    |       |
| Class DT**               |       | 92,508,126                                                   |        | 2,229,234         |       | (20,074,451     | )          | 9,445,423               |        | 84,108,332                                                    |       | 88,302,264                                                   |       | 3,561,720         |        | (13,008,722     | )          | (7,821,244              | )          | 71,034,018                                                    |       |
|                          |       |                                                         |        |              |       |            | ** ** | ** **              | ** **  | ** **                                                    |       |                                                         |       |              |        |            | ** ** | ** **              | ** ** | ** **                                                    | ** ** |
| Total Members’ Interest  |       | $                                                            | 265,989,398 |              | $          | 75,328,678      |       | $                       | (77,544,048 | )                                                             | $          | 22,836,127                                                   |       | $                 | 286,610,155 |            | $          | 320,401,475             |       | $                                                             | 36,839,121 |   | $ | (46,057,885 | ) | $ | (31,849,666 | ) | $ | 279,333,045 |   |
|                          |       |                                                         |        |              |       |            |       |                    |        |                                                          |       |                                                         |       |              |        |            |       |                    |       |                                                          |       |
| Class A                  |       | $                                                            | 12,940      |              | $          | —          |       | $                       | —      |                                                          | $          | 1,037                                                        |       | $                 | 13,977      |            | $          | 16,435                  |       | $                                                             | —     |   | $ | — |   | $ | (2,506 | ) | $ | 13,929 |   |
| Class C                  |       | 12,636                                                       |        | —            |       | —          |       | 910                     |        | 13,546                                                        |       | 15,896                                                       |       | —            |        | —          |       | (2,491                  | )          | 13,405                                                        |       |
|                          |       |                                                         |        |              |       |            |       |                    |        |                                                          |       |                                                         |       |              |        |            |       |                    |       |                                                          |       |
| Total Sponsor’s Interest |       | $                                                            | 25,576      |              | $          | —          |       | $                       | —      |                                                          | $          | 1,947                                                        |       | $                 | 27,523      |            | $          | 32,331                  |       | $                                                             | —     |   | $ | — |   | $ | (4,997 | ) | $ | 27,334 |   |
|                          |       |                                                         |        |              |       |            |       |                    |        |                                                          |       |                                                         |       |              |        |            |       |                    |       |                                                          |       |
| Total Members’ Capital   |       | $                                                            | 266,014,974 |              | $          | 75,328,678      |       | $                       | (77,544,048 | )                                                             | $          | 22,838,074                                                   |       | $                 | 286,637,678 |            | $          | 320,433,806             |       | $                                                             | 36,839,121 |   | $ | (46,057,885 | ) | $ | (31,854,663 | ) | $ | 279,360,379 |   |

 

----

*Class DScommenced on April 2, 2007 and was previously known as Class D-SM.

**Class DTcommenced on June 1, 2007 and was previously known as Class D-TF.

 

See notes tofinancial statements.

 

4

----

 

ML ASPECTFUTURESACCESS LLC

(A DelawareLimited Liability Company)

 

FINANCIAL DATAHIGHLIGHTS

FOR THE THREEMONTHS ENDED SEPTEMBER 30, 2009

 

The following perUnit data and ratios have been derived from information provided in thefinancial statements.

 
| ** **                                               | ** ** | **2009**         | ** ** | **2009**         | ** ** | **2009**         | ** ** | **2009**         | ** ** | **2009**           | ** ** | **2009**            | ** ** |
|----------------------------------------------------------|------------|------------------|------------|------------------|------------|------------------|------------|------------------|------------|--------------------|------------|---------------------|------------|
| ** **                                               | ** ** | **Class A** | ** ** | **Class C** | ** ** | **Class D** | ** ** | **Class I** | ** ** | **Class DS*** | ** ** | **Class DT**** | ** ** |
| **Per  Unit Operating Performance:**                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Net asset value, beginning of period                     |       | $                | 1.3497     |             | $          | 1.2980           |       | $                | 1.4633     |               | $          | 1.3715              |       | $ | 1.4570 |   | $ | 1.4930 |   |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Realized and change in unrealized trading profit  (loss) |       | 0.0846           |       | 0.0812           |       | 0.0918           |       | 0.0860           |       | 0.0914             |       | 0.0938              |       |
| Brokerage commissions                                    |       | (0.0012          | )          | (0.0011          | )          | (0.0013          | )          | (0.0012          | )          | (0.0013            | )          | (0.0013             | )          |
| Interest income                                          |       | (0.0000          | )          | (0.0000          | )          | (0.0000          | )          | (0.0000          | )          | (0.0000            | )          | (0.0000             | )          |
| Expenses                                                 |       | (0.0130          | )          | (0.0158          | )          | (0.0084          | )          | (0.0118          | )          | (0.0083            | )          | (0.0067             | )          |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Net asset value, end of period                           |       | $                | 1.4201     |             | $          | 1.3623           |       | $                | 1.5454     |               | $          | 1.4445              |       | $ | 1.5388 |   | $ | 1.5788 |   |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| **Total  Return:**                                       |       |             |       |             |       |             |       |             |       |               |       |                |       |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Total return before Performance fees                     |       | 5.22             | %          | 4.95             | %          | 5.61             | %          | 5.32             | %          | 5.61               | %          | 5.75                | %          |
| Performance fees                                         |       | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00               | %          | 0.00                | %          |
| Total return after Performance fees                      |       | 5.22             | %          | 4.95             | %          | 5.61             | %          | 5.32             | %          | 5.61               | %          | 5.75                | %          |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| **Ratios  to Average Members’ Capital:**            |       |             |       |             |       |             |       |             |       |               |       |                |       |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Expenses (excluding Performance fees)                    |       | 0.95             | %          | 1.20             | %          | 0.57             | %          | 0.85             | %          | 0.57               | %          | 0.44                | %          |
| Performance fees                                         |       | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00               | %          | 0.00                | %          |
| Expenses (including Performance fees)                    |       | 0.95             | %          | 1.20             | %          | 0.57             | %          | 0.85             | %          | 0.57               | %          | 0.44                | %          |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Net investment income (loss)                             |       | -0.95            | %          | -1.20            | %          | -0.57            | %          | -0.85            | %          | -0.57              | %          | -0.44               | %          |

 

----

*Class DS andwas previously known as Class D-SM.

**Class DTwas previously known as Class D-TF.

 

See notes tofinancial statements.

 

5

----

 

ML ASPECTFUTURESACCESS LLC

(A DelawareLimited Liability Company)

 

FINANCIAL DATAHIGHLIGHTS

FOR THE NINEMONTHS ENDED SEPTEMBER 30, 2009

 

The following perUnit data and ratios have been derived from information provided in thefinancial statements.

 
| ** **                                               | ** ** | **2009**         | ** ** | **2009**         | ** ** | **2009**         | ** ** | **2009**         | ** ** | **2009**           | ** ** | **2009**            | ** ** |
|----------------------------------------------------------|------------|------------------|------------|------------------|------------|------------------|------------|------------------|------------|--------------------|------------|---------------------|------------|
| ** **                                               | ** ** | **Class A** | ** ** | **Class C** | ** ** | **Class D** | ** ** | **Class I** | ** ** | **Class DS*** | ** ** | **Class DT**** | ** ** |
| **Per  Unit Operating Performance:**                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |   |   |   |   |   |   |
| Net asset value, beginning of period                     |       | $                | 1.5927     |             | $          | 1.5393           |       | $                | 1.7134     |               | $          | 1.6142              |       | $ | 1.7067 |   | $ | 1.7442 |   |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Realized and change in unrealized trading profit  (loss) |       | (0.1281          | )          | (0.1236          | )          | (0.1382          | )          | (0.1300          | )          | (0.1376            | )          | (0.1408             | )          |
| Brokerage commissions                                    |       | (0.0031          | )          | (0.0030          | )          | (0.0034          | )          | (0.0032          | )          | (0.0034            | )          | (0.0035             | )          |
| Interest income                                          |       | 0.0001           |       | 0.0001           |       | 0.0001           |       | 0.0001           |       | 0.0001             |       | 0.0001              |       |
| Expenses                                                 |       | (0.0415          | )          | (0.0505          | )          | (0.0265          | )          | (0.0366          | )          | (0.0270            | )          | (0.0212             | )          |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Net asset value, end of period                           |       | $                | 1.4201     |             | $          | 1.3623           |       | $                | 1.5454     |               | $          | 1.4445              |       | $ | 1.5388 |   | $ | 1.5788 |   |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| **Total  Return:**                                       |       |             |       |             |       |             |       |             |       |               |       |                |       |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Total return before Performance fees                     |       | -10.84           | %          | -11.50           | %          | -9.83            | %          | -10.57           | %          | -9.83              | %          | -9.49               | %          |
| Performance fees                                         |       | 0.00             | %          | 0.00             | %          | -0.01            | %          | 0.01             | %          | -0.02              | %          | 0.00                | %          |
| Total return after Performance fees                      |       | -10.84           | %          | -11.50           | %          | -9.84            | %          | -10.56           | %          | -9.85              | %          | -9.49               | %          |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| **Ratios  to Average Members’ Capital:**            |       |             |       |             |       |             |       |             |       |               |       |                |       |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Expenses (excluding Performance fees)                    |       | 1.68             | %          | 1.30             | %          | 2.28             | %          | 1.68             | %          | 1.68               | %          | 1.30                | %          |
| Performance fees                                         |       | -0.01            | %          | -0.01            | %          | 0.00             | %          | -0.02            | %          | 0.01               | %          | -0.01               | %          |
| Expenses (including Performance fees)                    |       | 1.67             | %          | 1.30             | %          | 2.28             | %          | 1.66             | %          | 1.69               | %          | 1.30                | %          |
|                                                     |       |             |       |             |       |             |       |             |       |               |       |                |       |
| Net investment income (loss)                             |       | -2.78            | %          | -3.53            | %          | -1.67            | %          | -2.47            | %          | -1.68              | %          | -1.29               | %          |

 

----

*Class DS andwas previously known as Class D-SM.

**Class DTwas previously known as Class D-TF.

 

See notes tofinancial statements.

 

6

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

1.               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ML Aspect FuturesAccess LLC(the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17,2004 and commenced trading activities on April 1, 2005. The Fund issuesnew units of limited liability company interest (“Units”) at Net Asset Valueper Unit. The Fund engages in the speculative trading of futures, options onfutures and forward contracts on a wide range of commodities. Aspect CapitalLimited (“Aspect”) is the trading advisor of the Fund.

 

Merrill Lynch AlternativeInvestments LLC (“MLAI”) is the sponsor (“Sponsor”) and manager (“Manager”) ofthe Fund. MLAI is an indirect wholly-owned subsidiary of Merrill Lynch &Co., Inc. (“Merrill Lynch”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”),a wholly-owned subsidiary of Merrill Lynch, is the Fund’s commodity broker. On September 15,2008, Merrill Lynch entered into an Agreement and Plan of Merger (as amended byAmendment No. 1 dated as of October 21, 2008, the “Merger Agreement”)with Bank of America Corporation (“Bank of America”). Pursuant to the MergerAgreement, on January 1, 2009, a wholly-owned subsidiary of Bank ofAmerica merged with and into Merrill Lynch, with Merrill Lynch continuing asthe surviving corporation and a subsidiary of Bank of America.

 

In the opinion of management, these interim financialstatements contain all adjustments, consisting only of normal recurringadjustments, necessary for a fair statement of the financial position of theFund as of September 30, 2009, and the results of its operations for thethree and nine months ended September 30, 2009 and 2008.  However, the operating results for theinterim periods may not be indicative of the results for the full year.

 

Certain information andfootnote disclosures normally included in annual financial statements preparedin accordance with accounting principles generally accepted in the UnitedStates of America (“U.S. GAAP”) have been omitted.  These financial statements should be read inconjunction with the financial statements and notes thereto included in theFund’s Annual Report on Form 10-K filed with the Securities and ExchangeCommission for the year ended December 31, 2008.

 

In July 2009, the Financial Accounting StandardsBoard (“FASB”) issued Accounting Standards Codification (“ASC”) 105, *Generally Accepted Accounting Principles,*(ASC 105), whichapproved the FASB Accounting Standards Codification (the “Codification”) as thesingle source of authoritative nongovernmental GAAP. The Codification iseffective for interim or annual periods ending after September 15, 2009.All existing accounting standards have been superseded and all other accountingliterature not included in the Codification will be considerednonauthoritative. ASC 105 was not intended to change the accounting literatureand did not impact the Fund’s financial condition or results ofoperations.  All accounting referenceswithin this report are in accordance with the new Codification.

 

The preparation of financial statements in conformitywith U.S. GAAP requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.  Actual results could differ from thoseestimates.

 

7

----

 

2.               CONDENSED SCHEDULES OF INVESTMENTS

 

The Fund’s investments, defined as Net unrealizedprofit (loss) on open contracts in the Statements of Financial Condition as ofSeptember 30, 2009 and December 31, 2008 are as follows:

 

**September 30,2009**

 
| ** **                          | ** ** | **Long Positions**       | ** ** | **Short Positions**           | ** ** | **Net Unrealized**                         | ** ** | ** **                    | ** ** | ** **                         | ** ** |
|-------------------------------------|------------|-------------------------------|------------|------------------------------------|------------|-------------------------------------------------|------------|-------------------------------|------------|------------------------------------|------------|
| **Commodity Industry  Sector** | ** ** | **Number of  Contracts** | ** ** | **Unrealized  Profit (Loss)** | ** ** | **Percent of  Members’ Capital** | ** ** | **Number of  Contracts** | ** ** | **Unrealized  Profit (Loss)** | ** ** | **Percent of  Members’ Capital** | ** ** | **Profit (Loss)  on Open Positions** | ** ** | **Percent of  Members’ Capital** | ** ** | **Maturity Dates** | ** ** |
|                                |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |   |   |
| Agriculture                         |       | 1,257                         |       | $                                  | 1,696,664  |                                            | 0.61       | %                             | (1,551     | )                                  | $          | 250,472 |   | 0.09 | % | $ | 1,947,136 |   | 0.70 | % | December 2009 -  March 2010 |   |
| Currencies                          |       | 46,750,014                    |       | 797,979                            |       | 0.29                                            | %          | (185,150                      | )          | 1,701,265                          |       | 0.61 | % | 2,499,244 |   | 0.90 | % | March 2010 |   |
| Energy                              |       | 6                             |       | (21,987                            | )          | -0.01                                           | %          | (654                          | )          | (1,196,665                         | )          | -0.43 | % | (1,218,652 | ) | -0.44 | % | December 2009 -  March 2010 |   |
| Interest rates                      |       | 10,679                        |       | 5,675,375                          |       | 2.03                                            | %          | (657                          | )          | 166,929                            |       | 0.06 | % | 5,842,304 |   | 2.09 | % | December 2009 -  March 2012 |   |
| Metals                              |       | 748                           |       | 1,932,234                          |       | 0.69                                            | %          | (87                           | )          | (173,996                           | )          | -0.06 | % | 1,758,238 |   | 0.63 | % | January 2010 -  March 2010 |   |
| Stock indices                       |       | 2,021                         |       | 713,298                            |       | 0.26                                            | %          | (46                           | )          | 36,468                             |       | 0.01 | % | 749,766 |   | 0.27 | % | January 2010 -  March 2010 |   |
|                                |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |   |   |
| Total                               |       |                          |       | $                                  | 10,793,563 |                                            | 3.87       | %                             |       |                               | $          | 784,473 |   | 0.28 | % | $ | 11,578,036 |   | 4.15 | % |   |   |
| ** **                          |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |   |   |
| **December 31, 2008**          |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |
| ** **                          |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |   |   |
| ** **                          | ** ** | **Long Positions**       | ** ** | **Short Positions**           | ** ** | **Net Unrealized**                         | ** ** | ** **                    | ** ** | ** **                         | ** ** |
| **Commodity Industry  Sector** | ** ** | **Number of  Contracts** | ** ** | **Unrealized  Profit (Loss)** | ** ** | **Percent of  Members’ Capital** | ** ** | **Number of  Contracts** | ** ** | **Unrealized  Profit (Loss)** | ** ** | **Percent of  Members’ Capital** | ** ** | **Profit (Loss)  on Open Positions** | ** ** | **Percent of  Members’ Capital** | ** ** | **Maturity Dates** | ** ** |
|                                |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |   |   |
| Agriculture                         |       | 145                           |       | $                                  | 333,270    |                                            | 0.11       | %                             | (1,240     | )                                  | $          | (860,947 | ) | -0.27 | % | $ | (527,677 | ) | -0.17 | % | January 2009 -  March 2009 |   |
| Currencies                          |       | 2,211,124                     |       | 1,544,260                          |       | 0.48                                            | %          | (461,942                      | )          | (2,356,344                         | )          | -0.74 | % | (812,084 | ) | -0.26 | % | January 2009 |   |
| Energy                              |       | 41                            |       | 75,848                             |       | 0.02                                            | %          | (407                          | )          | 946,274                            |       | 0.30 | % | 1,022,122 |   | 0.32 | % | February 2009 |   |
| Interest rates                      |       | 8,731                         |       | 13,032,113                         |       | 4.07                                            | %          | —                        |       | —                             |       | 0.00 | % | 13,032,113 |   | 4.07 | % | March 2009 -  March 2010 |   |
| Metals                              |       | 45                            |       | 88,866                             |       | 0.03                                            | %          | (503                          | )          | (723,498                           | )          | -0.23 | % | (634,632 | ) | -0.20 | % | February 2009 -  April 2009 |   |
| Stock indices                       |       | 3                             |       | 3,950                              |       | 0.00                                            | %          | (176                          | )          | (217,282                           | )          | -0.07 | % | (213,332 | ) | -0.07 | % | January 2009 -  March 2009 |   |
|                                |       |                          |       |                               |       |                                            |       |                          |       |                               |       |   |   |   |   |   |   |   |   |
| Total                               |       |                          |       | $                                  | 15,078,307 |                                            | 4.70       | %                             |       |                               | $          | (3,211,797 | ) | -1.01 | % | $ | 11,866,510 |   | 3.69 | % |   |   |

 

No individual contract’s unrealized gain or losscomprised greater than 5% of the Members’ Capital as of September 30, 2009and December 31, 2008.

 

8

----

 

TheFund’s net unrealized profit (loss) on open forward and futures contracts as ofSeptember 30, 2009 and December 31, 2008 are as follows:

 
| **September 30, 2009** | ** ** | **Unrealized  Long Positions** | ** ** | **Unrealized  Short Positions** | ** ** | **Total**  | ** ** |
|-----------------------------|------------|--------------------------------|------------|---------------------------------|------------|------------|------------|
| Futures                     |       | $                              | 10,040,990 |                            | $          | (916,790   | )          | $ | 9,124,200 |   |
| Forwards                    |       | 752,573                        |       | 1,701,263                       |       | 2,453,836  |       |
| Total                       |       | $                              | 10,793,563 |                            | $          | 784,473    |       | $ | 11,578,036 |   |
| ** **                  | ** ** | ** **                     | ** ** | ** **                      | ** ** | ** ** | ** ** |
| **December 31,  2008** | ** ** | **Unrealized Long Positions**  | ** ** | **Unrealized Short Positions**  | ** ** | **Total**  | ** ** |
| Futures                     |       | $                              | 13,534,047 |                            | $          | (855,453   | )          | $ | 12,678,594 |   |
| Forwards                    |       | 1,544,260                      |       | (2,356,344                      | )          | (812,084   | )          |
| Total                       |       | $                              | 15,078,307 |                            | $          | (3,211,797 | )          | $ | 11,866,510 |   |

 

3.               FAIR VALUE OF INVESTMENTS

 

In September 2006,the FASB issued authoritative guidance on fair value measurement. This guidancedefines fair value, establishes a framework for measuring fair value andexpands disclosures about fair value measurements. The Fund adopted thisguidance as of January 1, 2008. The adoption of this guidance did not havea material impact on the Fund’s financial statements.

 

Fair value of aninvestment is the amount that would be received to sell the investment in anorderly transaction between market participants at the measurement date (i.e.the exit price). All investments (includingderivative financial instruments and derivative commodity instruments) are heldfor trading purposes.  The investmentsare recorded on trade date and open contracts are recorded at fair value(described below) at the measurement date. Investments denominated in foreign currenciesare translated into U.S. dollars at the exchange rates prevailing at themeasurement date.  Gains or losses arerealized when contracts are liquidated. Unrealized gains or losses on open contracts are included in equity incommodity futures trading account.  Anychange in net unrealized gain or loss from the preceding period is reported inthe Statement of Operations.

 

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

 

Investmentsmeasured and reported at fair value are classified and disclosed in one of thefollowing categories:

 

LevelI — Quoted prices are available in active markets for identical investments asof the reporting date. The type of investments included in Level I are publiclytraded investments. As required, the Fund does not adjust the quoted price forthese investments even in situations where the Fund holds a large position anda sale could reasonably impact the quoted price.

 

LevelII — Pricing inputs are other than quoted prices in active markets, which areeither directly or indirectly observable as of the reporting date, and fairvalue is determined through the use of generally accepted and understood modelsor other valuation methodologies. Investments which are generally included inthis category are investments valued using market data.

 

9

----

 

LevelIII — Pricing inputs are unobservable and include situations where there islittle, if any, market activity for the investment. Fair value for theseinvestments is determined using valuation methodologies that consider a rangeof factors, including but not limited to the nature of the investment, localmarket conditions, trading values on public exchanges for comparablesecurities, current and projected operating performance and financingtransactions subsequent to the acquisition of the investment. The inputs intothe determination of fair value require significant management judgment. Due tothe inherent uncertainty of these estimates, these values may differ materiallyfrom the values that would have been used had a ready market for theseinvestments existed.

 

In certain cases, the inputs used to measure fairvalue may fall into different levels of the fair value hierarchy. In suchcases, an investment’s level within the fair value hierarchy is based on thelowest level of input that is significant to the Fair Value Measurement. TheSponsor’s assessment of the significance of a particular input to the FairValue Measurement in its entirety requires judgment, and considers factorsspecific to the investment.

 

Followingis a description of the valuation methodologies used for investments, as wellas the general classification of such investments pursuant to the valuationhierarchy.

 

Exchangetraded investments are fair valued by the Fund by using the reported closingprice on the primary exchange where it trades such investments.  These closing prices are observed through theclearing broker and third party pricing services. For non exchange traded investments,quoted values and other data provided by nationally recognized independentpricing sources are used as inputs into its process for determining fairvalues.

 

Theindependent pricing sources obtain market quotations and actual transactionprices for securities that have quoted prices in active markets. Each sourcehas its own proprietary method for determining the fair value of securitiesthat are not actively traded. In general, these methods involve the use of “matrixpricing” in which the independent pricing source uses observable market inputsincluding, but not limited to, investment yields, credit risks and spreads,benchmarking of like securities, broker-dealer quotes, reported trades andsector groupings to determine a reasonable fair market value.

 

Uponadoption of the fair value measurement guidance the Fund has determined thatLevel I securities would include all of its futures and options contracts whereit believes that quoted prices are available in an active market.

 

Wherethe Fund believes that quoted market prices are not available or that themarket is not active, fair values are estimated by using quoted prices ofsecurities with similar characteristics, pricing models or matrix pricing andthese are generally classified as Level II securities. The Fund determined thatLevel II securities would include its forward contracts.

 

The following table summarizes the valuation of theFund’s investments by the above fair value hierarchy levels as of September 30,2009 and December 31, 2008:

 
| ** **                                     | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|------------------------------------------------|------------|-----------|------------|-------------|------------|--------------|------------|---------------|------------|
| Net unrealized profit (loss) on open contracts |       |      |       |        |       |         |       |          |       |
| September 30, 2009                        |       | $         | 11,578,036 |        | $          | 9,124,200    |       | $             | 2,453,836  |   | N/A |   |
| December 31, 2008                         |       | $         | 11,866,510 |        | $          | 12,678,594   |       | $             | (812,084   | ) | N/A |   |

 

10

----

 

Effective January 1, 2009, the Fund adopted the guidance ondisclosures about derivative instruments and hedging activities which requiresqualitative disclosures about objectives and strategies for using derivatives,quantitative disclosures about fair value amounts of and gains and losses onderivative instruments, and disclosures about credit-risk-related contingentfeatures in derivative agreements. This guidance only expands the disclosurerequirements for derivative instruments and related hedging activities and hasno impact on Statements of Financial Condition or Statements of Operations andMember’s Capital.

 

The Fund engages in the speculative trading of futures, options onfutures and forward contracts on a wide range of commodities. Such contractsmeet the definition of a derivative as noted in the guidance for derivatives and hedging. The fairvalue amounts of and the gains and losses on derivative instruments isdisclosed in the statements of financial condition and statements ofoperations, respectively. There are no credit related contingent featuresembedded in these derivative contracts.

 

The followingtable indicates the trading gains and losses, by commodity industry sector, onderivative instruments for each of the three month and nine month periods endedSeptember 30, 2009:

 
| ** **              | ** ** | **For the three months  ended** | ** ** | **For the nine months  ended** | ** ** |
|-------------------------|------------|---------------------------------|------------|--------------------------------|------------|
| ** **              | ** ** | **September 30, 2009**     | ** ** | **September 30, 2009**    | ** ** |
| **Commodity  Industry** | ** ** | **Gain (loss)**                 | ** ** | **Gain (loss)**                | ** ** |
| **Sector**              | ** ** | **from trading**                | ** ** | **from trading**               | ** ** |
|                    |       |                            |       |                           |       |
| Agriculture             |       | 2,551,632                       |       | 2,025,112                      |       |
| Currencies              |       | 2,860,778                       |       | (7,943,413                     | )          |
| Energy                  |       | (3,300,251                      | )          | (9,969,754                     | )          |
| Interest rates          |       | 9,102,154                       |       | (4,994,624                     | )          |
| Metals                  |       | 2,781,743                       |       | (5,312,490                     | )          |
| Stock indices           |       | 3,009,383                       |       | 1,681,390                      |       |
|                    |       |                            |       |                           |       |
| Total                   |       | 17,005,439                      |       | (24,513,779                    | )          |

 

The Fund is subject to the risk of insolvency of acounterparty, an exchange, a clearinghouse or MLPF&S.  Fund assets could be lost or impounded duringlengthy bankruptcy proceedings.  Were asubstantial portion of the Fund’s capital tied up in a bankruptcy, MLAI mightsuspend or limit trading, perhaps causing the Fund to miss significant profitopportunities.  There are increased risksin dealing with unregulated trading counterparties including the risk thatassets may not benefit from the protection afforded to “customer funds”deposited with regulated dealers and brokers.

 

11

----

 

4.               NET ASSET VALUE PER UNIT

 

The Net Asset Value per Unit of the different Classesat September 30, 2009 and December 31, 2008 are as follows:

 

September 30,2009

 
| Net Asset Value per Unit |
|--------------------------|
|                     |   |   |   |   |
| Class A             |   | $ | 1.4201 |   |
| Class C             |   | 1.3623 |   |
| Class D             |   | 1.5454 |   |
| Class I             |   | 1.4445 |   |
| Class DS            |   | 1.5388 |   |
| Class DT            |   | 1.5788 |   |

 

December 31, 2008

 
| Net Asset Value  per Unit |
|---------------------------|
|                      |   |   |   |   |
| Class A              |   | $ | 1.5927 |   |
| Class C              |   | 1.5393 |   |
| Class D              |   | 1.7134 |   |
| Class I              |   | 1.6142 |   |
| Class DS             |   | 1.7067 |   |
| Class DT             |   | 1.7442 |   |

 

5.               MARKET AND CREDIT RISK

 

The nature of this Fund has certain risks, whichcannot be presented on the financial statements.  The following summarizes some of those risks.

 

### MarketRisk

###  

Derivative instrumentsinvolve varying degrees of market risk. Changes in the level or volatility of interest rates, foreign currencyexchange rates or the market values of the financial instruments or commoditiesunderlying such derivative instruments frequently result in changes in the Fund’sNet unrealized profit (loss) on such derivative instruments as reflected in theStatements of Financial Condition. The Fund’s exposure to market risk isinfluenced by a number of factors, including the relationships among thederivative instruments held by the Fund as well as the volatility and liquidityof the markets in which the derivative instruments are traded. Investment inforeign markets may also entail legal and political risks.

 

MLAI hasprocedures in place intended to control market risk exposure, although therecan be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily onmonitoring the trading of Aspect, calculating the Net Asset Value of the Fundas of the close of business on each day and reviewing outstanding positions forover-concentrations.  While MLAI does notintervene in the markets to hedge or diversify the Fund’s market exposure, MLAImay urge Aspect to reallocate positions in an attempt to avoidover-concentrations.  However, suchinterventions are expected to be unusual. It is expected that MLAI’s basic risk control procedures will consistsimply of the ongoing process of advisor monitoring, with the market riskcontrols being applied by Aspect.

 

12

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Credit Risk

 

The risks associated withexchange-traded contracts are typically perceived to be less than thoseassociated with over-the-counter (non-exchange-traded) transactions, becauseexchanges typically provide clearinghouse arrangements in which the collectivecredit (in some cases limited in amount, in some cases not) of the members ofthe exchange is pledged to support the financial integrity of theexchange.  In over-the-counter transactions,on the other hand, traders must rely solely on the credit of their respectiveindividual counterparties.  Margins,which may be subject to loss in the event of a default, are generally requiredin exchange trading, and counterparties may also require margin in theover-the-counter markets.

 

The credit riskassociated with these instruments from counterparty nonperformance is the Netunrealized profit, if any, included in the Statements of Financial Condition.The Fund attempts to mitigate this risk by dealing exclusively with Merrill Lynchentities as clearing brokers.

 

The Fund, in its normalcourse of business, enters into various contracts, with MLPF&S acting asits commodity broker.  Pursuant to thebrokerage arrangement with MLPF&S (which includes a netting arrangement),to the extent that such trading results in receivables from and payables toMLPF&S, these receivables and payables are offset and reported as a netreceivable or payable and included in Equity in commodity futures tradingaccounts in the Statements of Financial Condition.

 

6.               RECENT ACCOUNTING PRONOUNCEMENTS

 

In April 2009, the FASB issued guidance on determining**fair**value**when**the**volume**and**level**of activity for the asset or liabilityhave significantly decreased and identifying transactions that are not orderly.This guidance**providesadditional guidance for estimating fair value in accordance with FASB guidanceon fair value measurements,when the volume and level of activity for the asset or liability havesignificantly decreased. This guidance also identifies circumstances thatindicate a transaction is not orderly. The guidance emphasizes that even ifthere has been a significant decrease in the volume and level of activity forthe asset or liability and regardless of the valuation technique(s) used,the objective of a fair value measurement remains the same. Fair value is theprice that would be received to sell an asset or paid to transfer a liabilityin an orderly transaction (that is, not a forced liquidation or distressedsale) between market participants at the measurement date under current marketconditions. The guidance also contains enhanced disclosure requirements wherebyfair value disclosures as well as certain disaggregated information will bedisclosed. The adoption of this guidance has no impact on the financialstatements.

 

In September 2009, theFASB issued *Accounting Standards Update No. 2009-12, Investments in Certain Entities ThatCalculate Net Asset Value per Share (or Its Equivalent) (the “ASU2009-12”),*which iseffective for interim or annual financial periods ending after December 15,2009. At this time, the Manager is evaluating the implications of thisstatement.  However, the adoption is not expected to have material impacton the Fund’s financial statements.

 

13

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7.               SUBSEQUENT EVENTS

 

The Fund has performed anevaluation of subsequent events through November 12, 2009, which is thedate the financial statements were issued, and determined that there are nosubsequent events that require an adjustment of or disclosure in the financialstatements.

 

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

 

MONTH-END NET ASSET VALUEPER UNIT

 

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 performance measure to the Members of the Fund.  Therefore, the charts below referencing NetAsset Value and performance measurements are based on the Net Asset Value forfinancial reporting purposes as discussed in Note 4 to the financialstatements.

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2008       |       | $        | 1.3141     |     | $          | 1.4206   |       | $        | 1.3950     |     | $          | 1.3319   |       | $        | 1.3723     |     | $          | 1.4646    |       | $ | 1.3590 |   | $ | 1.3134 |   | $ | 1.3544 |   |
| 2009       |       | $        | 1.5995     |     | $          | 1.6080   |       | $        | 1.5546     |     | $          | 1.5051   |       | $        | 1.4710     |     | $          | 1.3497    |       | $ | 1.3304 |   | $ | 1.3808 |   | $ | 1.4201 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2008       |       | $        | 1.2812     |     | $          | 1.3839   |       | $        | 1.3578     |     | $          | 1.2952   |       | $        | 1.3335     |     | $          | 1.4221    |       | $ | 1.3183 |   | $ | 1.2729 |   | $ | 1.3116 |   |
| 2009       |       | $        | 1.5447     |     | $          | 1.5516   |       | $        | 1.4988     |     | $          | 1.4499   |       | $        | 1.4159     |     | $          | 1.2980    |       | $ | 1.2783 |   | $ | 1.3257 |   | $ | 1.3623 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2008       |       | $        | 1.3898     |     | $          | 1.5043   |       | $        | 1.4790     |     | $          | 1.4131   |       | $        | 1.4586     |     | $          | 1.5606    |       | $ | 1.4478 |   | $ | 1.4000 |   | $ | 1.4464 |   |
| 2009       |       | $        | 1.7234     |     | $          | 1.7347   |       | $        | 1.6790     |     | $          | 1.6277   |       | $        | 1.5928     |     | $          | 1.4633    |       | $ | 1.4441 |   | $ | 1.5007 |   | $ | 1.5454 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2008       |       | $        | 1.3268     |     | $          | 1.4348   |       | $        | 1.4094     |     | $          | 1.3460   |       | $        | 1.3874     |     | $          | 1.4815    |       | $ | 1.3746 |   | $ | 1.3287 |   | $ | 1.3707 |   |
| 2009       |       | $        | 1.6225     |     | $          | 1.6316   |       | $        | 1.5781     |     | $          | 1.5284   |       | $        | 1.4943     |     | $          | 1.3715    |       | $ | 1.3523 |   | $ | 1.4041 |   | $ | 1.4445 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DS

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2008       |       | $        | 1.3899     |     | $          | 1.5043   |       | $        | 1.4792     |     | $          | 1.4146   |       | $        | 1.4589     |     | $          | 1.5579    |       | $ | 1.4487 |   | $ | 1.3950 |   | $ | 1.4491 |   |
| 2009       |       | $        | 1.7162     |     | $          | 1.7274   |       | $        | 1.6719     |     | $          | 1.6207   |       | $        | 1.5860     |     | $          | 1.4570    |       | $ | 1.4379 |   | $ | 1.4943 |   | $ | 1.5388 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2008       |       | $        | 1.3982     |     | $          | 1.5206   |       | $        | 1.4941     |     | $          | 1.4248   |       | $        | 1.4730     |     | $          | 1.5804    |       | $ | 1.4624 |   | $ | 1.4125 |   | $ | 1.4617 |   |
| 2009       |       | $        | 1.7551     |     | $          | 1.7679   |       | $        | 1.7110     |     | $          | 1.6593   |       | $        | 1.6245     |     | $          | 1.4930    |       | $ | 1.4740 |   | $ | 1.5325 |   | $ | 1.5788 |   |

 

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Liquidity and Capital Resources

 

The Fund does not engage in the sale of goods orservices.  The Fund’s assets are its (i) equityin its trading account, consisting of cash and cash equivalents and (ii) interestreceivable.  Because of the low margindeposits normally required in commodity futures trading relatively small pricemovements may result in substantial losses to the Fund.  While substantial losses could lead to amaterial decrease in liquidity, no such material losses occurred during thethird quarter of 2009 and there was no impact on the Fund’s liquidity.

 

The Fund’s capital consists of the capitalcontributions of the members as increased or decreased by gains or losses ontrading, expenses, interest income, redemptions of Redeemable Units anddistributions of profits, if any.

 

For the nine months ended September 30, 2009,Fund capital decreased 12.82% from $320,433,806 to $279,360,379.  This decrease was attributable to the netloss from operations of $31,854,663, coupled with the redemption of 30,401,888Redeemable Units resulting in an outflow of $46,057,885.  The cash outflow was offset with cash inflowof $36,839,121 due to subscription of 24,133,551 units.  Future redemptions could impact the amount offunds available for investment in commodity contract positions in subsequentmonths.

 

Critical Accounting Policies

 

Use of Estimates

 

The preparation of financial statements andaccompanying notes in conformity with U.S. generally accepted accountingprinciples (“GAAP”‘) requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities, income and expenses, andrelated disclosures of contingent assets and liabilities in the financialstatements and accompanying notes.  As aresult, actual results could differ from these estimates.

 

Statement of Cash Flows

 

The Fund has elected not to provide a Statement ofCash Flows as permitted by the ASC guidance for Statement of Cash Flowsspecifically relating to the exemption of certain enterprises and theclassification of cash flows from certain securities acquired for resale.

 

Investments

 

All investments (including derivatives) are held fortrading purposes.  Investments arerecorded on trade date and open contracts are recorded at fair value (asdescribed below) at the measurement date. Investments denominated in foreign currencies are translated into U.S.dollars at the exchange rates prevailing at the measurement date.  Gains or losses are realized when contractsare liquidated.  Unrealized gains orlosses on open contracts are included as a component of equity in tradingaccount on the Statements of Financial Condition.  Realized gains or losses and any change innet unrealized gains or losses from the preceding period are reported in theStatements of Operations and Statements of Changes in Members’ Capital.

 

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Fair Value Measurements

 

The Fund adopted guidanceon fair value measurements as of January 1, 2008 which defines fair valueas the price that would be received to sell an asset or paid to transfer aliability in an orderly transaction between market participants at themeasurement date.  The Fund did not applythe deferral allowed for nonfinancial assets and nonfinancial liabilitiesmeasured at fair value on a nonrecurring basis. For more information on our treatment of fair value, see Note 3, FairValue of Investments.

 

Futures Contracts

 

The Fund trades futurescontracts.  A futures contract is a firmcommitment to buy or sell a specified quantity of investments, currency or astandardized amount of a deliverable grade commodity, at a specified price on aspecified future date, unless the contract is closed before the delivery dateor if the delivery quantity is something where physical delivery cannot occur(such as S&P 500 Index), whereby such contract is settled in cash.  Payments (“variation margin”) may be made orreceived by the Fund each business day, depending on the daily fluctuations inthe value of the underlying contracts, and are recorded as unrealized gains orlosses by the Fund.  When the contract isclosed, the Fund records a realized gain or loss equal to the differencebetween the value of the contract at the time it was opened and the value atthe time it was closed.  Becausetransactions in futures contracts require participants to make both initialmargin deposits of cash or other assets and variation margin deposits, throughthe futures broker, directly with the exchange on which the contracts aretraded, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) onfutures contracts are included in the Statements of Operations and Statementsof Changes in Members’ Capital.

 

Forward Foreign CurrencyContracts

 

Foreign currencycontracts are those contracts where the Fund agrees to receive or deliver afixed quantity of foreign currency for an agreed-upon price on an agreed futuredate.  Foreign currency contracts arevalued daily, and the Fund’s net equity therein, representing unrealized gainor loss on the contracts as measured by the difference between the forwardforeign exchange rates at the dates of entry into the contracts and the forwardrates at the reporting date, is included in the Statements of Operations.  Realized gains (losses) and changes inunrealized gains (losses) on foreign currency contracts are recognized in theperiod in which the contract is closed or the changes occur, respectively andare included in the Statements of Operations and Statements of Changes inMembers’ Capital.

 

Income Taxes

 

Income taxes have notbeen provided as each member is individually liable for the taxes, if any, ontheir share of the Fund’s income and expenses and Members’ Capital.

 

In 2007, the Fund adoptedthe guidance on accounting for uncertainty in income taxes.  This guidance provides how uncertain taxpositions should be recognized, measured, presented and disclosed in thefinancial statements.  This guidance alsorequires the evaluation of tax positions taken or expected to be taken in thecourse of preparing the Fund’s financial statements to determine whether thetax positions are “more-likely-than-not” to be sustained by the applicable taxauthority.  Tax positions with respect totax at the Fund level not deemed to meet the “more-likely-than-not” thresholdwould be recorded as a tax benefit or expense in the current year.  MLAI has concluded that the adoption of thisguidance had no impact on the operations of the Fund for the period endedSeptember 30, 2009 and that no provision for income tax is required in theFund’s financial statements.

 

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Results of Operations

 

January 1, 2009 toMarch 31, 2009

 

The Fund experienced anet trading loss before brokerage commissions and related fees in the firstquarter of 2009 of $4,394,485.  Losseswere primarily attributable to Fund’s trading in the energy sector postingprofits while the interest rate, metals, agriculture, stock indices andcurrencies sectors posted losses.

 

The energy sector postedprofits for the Fund. Profits were posted to the Fund at the beginning of thequarter driven by gains from crude oil and natural gas, whose prices declinedfrom bearish inventory data. The Fund’s short positions in natural gas andproducts of crude oil posted profits to the Fund in the middle of the quarter.The quarter ended with losses being posted to the Fund as crude oil prices rosedespite OPEC announcing that it will not cut output.

 

The interest rate sectorposted losses for the Fund. The quarter began with losses being posted to theFund due to bonds being sold off and interest rates rose as governments continuedto develop rescue plans and packages to boost growth. This was particularlyseen in European bond markets with U.K. Gilts and Bunds being two of the worstcontracts. However, the Fund’s long positions in interest rates benefited fromthe rate cut decisions of the Bank of England and the European Central Bank butwere not enough to offset the losses. Long positions in the interest rate modelwas profitable for the Fund in the middle of the quarter however, performancewas dragged down by losses in short positions in the Australian dollar andBritish sterling as quantitative easing seemed more likely than furtherinterest rate cuts in the United Kingdom. The U.S. Federal Reserve’s plan torepurchase debt caused U.S. fixed income markets to rally. U.S. interest ratemarkets and European fixed income markets followed and the Fund’s longpositions posted profits to the Fund at the end of the quarter.

 

The metals sector postedlosses for the Fund. Profits were posted to the Fund at the beginning of thequarter as industrial metals declined due to stock build-ups which benefitedfrom the Fund’s short positions. Losses were posted in the middle of thequarter due to volatility in the global markets. Revised inflationaryexpectations caused commodities markets to rally to the detriment of the Fund’sshort positions in base metals posting losses to the Fund as the quarter ended.Precious metals declined as investors sold out of safe haven assets which wasalso detrimental to the Fund’s long positions.

 

The agriculture sectorposted losses for the Fund. Profits were posted to the Fund at the beginningthrough the middle of the quarter despite losses from a sharp reversal in cocoamarkets. Losses were posted to the Fund at the end of the quarter due tochallenging market conditions.

 

The stock indices sectorposted losses for the Fund. Profits were posted to the Fund at the beginning ofthe quarter due to the stock markets rallying with renewed investor optimism inresponse to the U.S. President Obama’s stimulus plan. Profits continued to beposted to the Fund through the middle of the quarter as global equity marketscontinue their poor performance caused by further weak economic data andproblems for financial companies which benefited the Fund’s short positions. Althoughmost global stock markets remain in negative territory at the end of thequarter, many saw a strong rally to the detriment of the Fund’s short positionsresulting in losses being posted to the Fund.

 

The currency sectorposted losses for the Fund. The U.S. dollar continued strengthening as a resultof risk aversion and the increasingly negative outlook for Europe. Europecontinues to deal with crises in the financial sector particularly in theweakness of the British sterling to the benefit of the Fund’s short positionsresulting in profits being posted to the fund at the beginning of the quarter.Profits were posted to the Fund in the middle of the quarter. The currenciessector had an eventful February and provided the most volatility; profitswere seen from weakness in the Swedish krona and Canadian dollar which offsetlosses in the Japanese yen against the U.S. dollar. The Swedish krona fell to arecord low against the 

 

17

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Euro after anunexpectedly large rate-cut and the worst Swedish GDP figures since 1940. Thequarter ended with losses being posted to the Fund. The announcement of theU.S. Treasury’s new plans resulted in the U.S. dollar weakening against majorcurrencies resulting in losses being posted to the Fund at the end of thequarter.

 

April 1, 2009 toJune 30, 2009

 

The Fund experienced anet trading loss before brokerage commissions and related fees in the secondquarter of 2009 of $37,124,733. The Fund posted overall losses for the quarterwith the agriculture and stock indices sector posting profits while the metals,currencies, energy and interest rates sectors posted losses.

 

The agriculture sectorposted profits for the Fund. Profits were posted to the Fund at the beginningof the quarter driven by short positions in lean hogs following concerns overswine flu. Losses were posted to the Fund in the middle of the quarter due tochallenging market conditions. Commodities markets rallied at the end ofquarter which benefited long positions in agricultural such as sugar and soymeal resulting in profits posted to the Fund.

 

The stock indices postedprofits for the Fund. Losses were posted to the Fund as most equity indexpositions also suffered from this rally continuing in early April, but positionsresponded and small profits were seen in the MSCI Taiwan index and in Europeansectors indices only. Positive economic releases continued to boost investoroptimism and risk appetite; consequently global stock indices finished themonth positively posting profits to the Fund in the middle of the quarter.Rallying equity markets continued to boost investor optimism resulting inprofits posted to the Fund at the end of the quarter.

 

The metals sectors postedlosses for the Fund. Losses were posted to the Fund at the beginning of thequarter due short positions in aluminum and nickel which suffered losses due tomarkets anticipation increased demand as equities rallied following the G20summit. Improving global outlook prompted most commodity markets to rallyresulting in profits being posted to the Fund in the middle of the quarter.Short positions in metals including aluminum resulted in losses being posted tothe Fund at the end of the quarter.

 

The currency sectorposted losses for the Fund. Trend reversals were seen in lateMarch continuing into April resulting in losses being posted to theFund. The British sterling and the Canadian dollar recovered following recentweakness and the resulting losses outweighed the profits seen from thestrengthening South African rand. Short positions in the British sterlingrallied in the middle of the quarter following the latest United Kingdominflation report however, increased risk appetite resulted in a sell off in theU.S. dollar which hit 2009 lows resulting in losses being posted to the Fund.The United States dollar, which had been weakening since the United StatesFederal Reserve announced its quantitative easing policies in March, regainedsome of its strength and the recent trend in short-term interest ratesreversed. The Euro dollar, the British sterling and Euribor all saw their mostaggressive selling since October 2008. These sharp moves resulted inlosses on the Program’s long positions in these contracts. In response, theProgram reduced its positions as volatility increased. Performance in othersectors also reflected the difficult market environment for medium-termtrend-following strategies. In currencies, the losses in the U.S. dollarpositions were compounded by losses in the Swiss franc and Japanese yen; thesewere partially offset by gains on the Program’s short Euro exposure.

 

The energy sector postedlosses for the Fund. Profits were posted to the Fund at the beginning of thequarter driven by short positions in natural gas which reached multi year lows.Prices of energies were boosted by bullish inventory particularly in naturalgas but did not offset the losses due to a volatile global market postinglosses to the Fund from the middle to the end of the quarter.

 

The interest rate sectorposted losses for the Fund. The quarter began with losses being posted to theFund due to trend reversals seen in late March continuing into thebeginning of the quarter due to the European Central Bank’s surprise decisionto reduce rates. Profits were posted to the Fund in the middle 

 

18

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of the quarter due torallying equity markets accompanied by a sell-off in fixed income markets. Thiswas to the benefit of the Program’s short positions in several bond contracts,most notably the Japanese and Australian government bonds. The quarter endedwith losses being posted to the Fund due to the difficult market environment.The bonds sector saw losses with the Program’s short exposure to JapaneseGovernment bonds suffering from the weak outlook for the Japanese economy.

 

July 1, 2009 toSeptember 30, 2009

 

The Fund experienced anet trading profit of $17,005,439 before brokerage commissions and related feesin the third quarter of 2009 of $233,906. The Fund posted overall profits forthe quarter with interest rates, stock indices, currencies, metals andagriculture sectors posting profits while the energy sector posted losses.

 

The interest rate sectorposted profits for the Fund. Profits were posted to the Fund at the beginningof the quarter. Global equity markets sold off at the start of July inresponse to poor economic data in the United States. In addition, the EuropeanCentral Bank announced that it would keep interest rates on hold at theircurrent levels resulting in a rally in fixed income markets which benefited theFund’s long position exposure to European bonds and short term interest rates.The major central banks reiterated in August that interest rate increasesare unlikely in the near term, causing the prices of short term interest ratefutures to rise resulting in profits being posted to the Fund. The EuropeanCentral Bank cautioned in September that it was too early to unwindmonetary stimuli, which resulted in fixed income markets, particularly short terminterest rates rallying as the likelihood of interest rate hikes was discountedresulting in profits being posted to the Fund at the end of the quarter.

 

The stock indices postedprofits for the Fund. Losses were posted to the Fund at the beginning of thequarter as global equity markets sold off in response to poor economic data inthe United States. Profits were posted to the Fund in the middle of the quarteras the recovery of risk appetite continued with global stock markets finishinghigher at the end of August.  Globalstock markets started the month of September on a decline following somepoor economic data from the United States and the United Kingdom. Sentimentlater recovered and stock markets rallied following more positive economicreleases, increased merger activity and comments by the European Central Bankindicating that the worst of the recession is over resulted in profits beingposted to the Fund at the end of the quarter.

 

The currency sectorposted profits for the Fund. Losses were posted to the Fund at the beginningthrough the middle of the quarter as corporate earnings, announcements across abroad range of industries exceeded analysts forecasts. Increased risk appetitein turn resulted in commodities markets rallying; the United States dollarweakened and the Fund’s net short United States dollar exposure also sawlosses. Profits were posted to the Fund at the end of the quarter as the UnitedStates dollar sold off and the Dollar Index hit its lowest levels sinceSeptember 2008.

 

The metals sector postedprofits for the Fund throughout the quarter with copper rallying inAugust and precious metals rallying in September. Precious metals were thekey within this sector resulting in strong gains on long positions in gold andsilver.

 

The agriculture sectorposted profits for the Fund. Losses were posted to the Fund at the beginning ofthe quarter due to the Fund’s long positions in the soy complex suffered asgrains sold off in early in the month due to favorable weather conditions in theUnited States. Profits were posted to the Fund in the middle of the quarter dueto long positions in sugar which provided most of the profit, as globalsupplies and crop forecasts declined due to adverse weather conditions inBrazil and India, pushing prices to 28 year highs. The quarter ended withlosses being posted to the Fund due to volatility in global markets.

 

19

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The energy sector postedlosses for the Fund. Losses were posted to the Fund at the beginning of thequarter as short positions in natural gas continued to be profitable as mildweather and inventory build up pushed prices downwards. However, these gainswere more than offset by losses on short positions across most of the otherenergy markets. Profits were posted to the Fund in the middle of the market asnatural gas profits came on the short side as inventory build ups pushed pricesdown to a seven year low. Positions elsewhere in the energies sector were lesssuccessful as the oil price became more range bound. The quarter ended withlosses being posted to the Fund as the front month natural gas contractseventually rallied from seven year lows following bullish inventory data andshort covering. Consequently, the Program’s short positions in energy resultedin losses for the Fund.

 

January 1, 2008 toMarch 31, 2008

 

The Fund experienced anet trading gain before brokerage commissions and related fees in the firstquarter of 2008 of $38,118,954.  Gainswere primarily attributable to the Fund’s trading in interest rates,agriculture, stock indices, currencies, and the metal sectors posting gainswhile the energy sector posted losses.

 

The interest rate sectorposted profits for the Fund at the beginning of the year. The weak economicdata early in January suggested an increased likelihood of a recessionthat was reflected in an increased level of risk aversion on the part of manyinvestors. This prompted the U.S. Federal Reserve to cut interest rates by atotal of 125 basis points. The Fund’s long positions in short term interestrates were particularly profitable as were the long positions in bonds. Thereduction in interest rates created positive market sentiment. Profitscontinued to be posted to the Fund mid-quarter only to be offset by losses atthe end of the quarter due to short term interest rates finishing down.

 

The agriculture sectorposted profits for the Fund. Profits were posted to the Fund at the beginningof the year driven by long positions in corn and soybean. The agriculture sectorwas the best performing sector mid-quarter due to the robust gains from theFund’s long positions in soybeans, coffee and wheat. Amid high volatility, themarkets reversed sharply at the end of the quarter, causing long positions togive back some of their gains made earlier in the year.

 

The stock indices sectorposted profits for the Fund. Short positions in many equity indices wereprofitable for the Fund at the beginning of the year which continued throughthe mid-quarter. Profits were posted for the Fund at the end of the quarter asshort positions in stock indices took advantage of further market weakness,especially in Japan.

 

The currency sectorposted profits for the Fund. After recent months that have witnessed highervolatility in foreign exchange, global currency markets were relatively subduedin January with a small loss in the currency sector. The Euro versus theU.S. dollar and the U.S. dollar versus the Swiss Franc pairs were the mostprofitable positions for the Fund after the U.S. dollar finished near recordlows against several of the major currencies at the end of the mid-quarter. Thecurrency sector finished profitably as positions benefited from the continueddepreciation of the U.S. dollar against the Euro and Swiss Franc.

 

The metals sector postedprofits for the Fund. Profits were posted to the Fund at the beginning of theyear. The Fund’s long positions in precious metals accounted for much of thegains posted for the Fund in the middle of the quarter. The Fund struggled inthe final weeks of the quarter with losses posted for the Fund from preciousmetals amid high market volatility.

 

The energy sector postedlosses for the Fund. A negative contribution from energies as the strength inoil prices seen at the end of 2007 reversed posting losses for the Fund at thebeginning of the quarter. The Fund’s long positions in oils accounted for muchof the gains posted to the Fund mid-quarter. The energies sector saw more mixedresults, but strong performance in gas oil and heating oil ensured a net profitfor the Fund as the quarter ended.

 

20

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April 1, 2008 toJune 30, 2008

 

The Fund posted profitsfor the quarter with the currencies, energy, agriculture and stock indicessectors posting gains while the metals and interest rate sectors posted losses.

 

The currency sectorposted profits for the Fund. Losses were posted to the Fund at the beginning ofthe quarter after the United States dollar strengthened late inApril particularly against the Euro and the Swiss franc. Profits wereposted to the Fund mid-quarter through the end of the quarter as emergingmarket currencies made gains against the majors.

 

The energy sector postedprofits for the Fund.  Energies finishedstrong at the beginning of the quarter after crude oil advanced to reach newhighs. Profits continued to be posted to the Fund mid-quarter due to the oilcomplex continued its surge to all-time highs. Important influences includedsupply disruptions, bullish inventory data, long-term analyst forecasts and aweakening United States dollar. The long position in natural gas was the bestperformer at the end of the quarter as energy prices continued to rally postingprofits to the Fund.

 

The agriculture sectorposted profits for the Fund. Marginal losses were posted to the Fund at thebeginning of the quarter after key prices came off their recent highs. Lossescontinued to be posted to the Fund mid-quarter as many crops retreated fromtheir recent highs causing some profit give back. The quarter ended withprofits being posted to the Fund due to grain prices rocketing to record levelsafter poor weather affected the United States crop forecasts.

 

The stock indices sectorposted profits for the Fund. Losses were posted to the Fund at the beginning ofthe quarter due to the Fund’s short positions in the stock indices. Lossescontinued to be posted to the Fund mid-quarter as global stock indices remainedlargely range bound. As the United States economy showed further signs ofweakening, global stock markets fell steadily to the benefit of the Fund’spredominantly short stock indices positions resulting in the profit beingposted to the Fund at the end of the quarter.

 

The metals sector postedlosses for the Fund. Marginal losses were posted to the Fund at the beginningof the quarter after key prices came off their recent highs. Metals sectorfinished close to flat mid-quarter experiencing a mix of small offsettingreturns. Amid high market volatility the quarter ended with profits being postedto the Fund.

 

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

 

July 1, 2008 toSeptember 30, 2008

 

The Fund posted anoverall loss for the quarter with the stock indices, interest rates and themetals sectors posting gains while the agriculture, energy and the currencysectors posted losses.

 

The stock indices sectorposted profits for the Fund. Losses were posted to the Fund at the beginningthrough the middle of the quarter as sharp reversals occurred across a numberof markets resulting in losses. Global markets were particularly volatile inSeptember as a number of unexpected events had dramatic effects on overallmarket sentiment. Short positions in the stock indices resulted in profitsposted to the Fund at the end of the quarter.

 

21

----

 

The interest rate sectorposted profits for the Fund.  Losses wereposted to the Fund at the beginning of the quarter due to losses in theEuropean bond markets following the European Central Bank’s announcement thatinterest rates are likely to be maintained at current levels.  Profits were posted to the Fund in the middleof the quarter due to long positions in the bonds sector capitalizing onchanging interest rate expectations as profits were seen in the United Statesand the Australian bond positions as well as in Japan following the Bank ofJapan’s surprise decision to hold rates. The Program’s positioning of longbonds resulted in profits posted to the Fund at the end of the quarter.

 

The metals sector postedprofits for the Fund. Losses were posted to the Fund at the beginning throughthe middle of the quarter due to falling precious metal prices. However, shortpositions in base metals offset some of the losses as prices continued to falldue to negative industrial outlook and rising metal stocks. Recessionaryconcerns and stock build up continued to place downward pressure on industrialmetals, especially aluminum resulting in profits being posted to the Fund atthe end of the quarter.

 

The agriculture sectorposted losses for the Fund. Losses were posted to the Fund at the beginning ofthe quarter due to the drop in corn prices. Losses continued to be posted tothe Fund mid-quarter as grain prices continued to recede from recent highs. Thequarter ended with losses being posted to the Fund due to the volatility in theglobal markets.

 

The energy sector postedlosses for the Fund. Losses were posted to the Fund at the beginning of thequarter due to natural gas prices falling during the month of July. Energyprices continued to fall in the middle of the quarter due to the strengtheningU.S. dollar despite a brief rally due to concerns that hurricanes in the UnitedStates would disrupt supply.  Lossescontinued to be posted at the end of the quarter due to market volatility.

 

The currency sectorposted losses for the Fund. The Program’s performance was mildly positive dueto a lack of direction in the market. Losses were posted to the Fund at the middle of the quarter as a resultof losses from the Fund’s short U.S. dollar exposure, which had generatedprofits up until July 2008. The relative strength of the U.S. dollar wasdriven by positive economic news in the United States and a change in interestrate expectations in Australia and Europe. The latter resulted in the largestdaily decline in the Euro against the U.S. dollar in almost eight years. Thequarter ended with losses being posted to the Fund due to the U.S. dollar continuingto strengthen as demand for the U.S. dollar funding increased amid the reducedliquidity in money markets, and emerging markets currencies declined as aresult of risk aversion.

 

The Fund has noapplicable off-balance sheet arrangements and tabular disclosure or contractualobligations of the type described in Items 303(a)(4) and 303(a)(5) ofRegulation S-K.

 

Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk

 

The Fund is a speculativecommodity pool. The market sensitive instruments held by it are acquired forspeculative trading purposes and all or substantially all of the Fund’s assetsare subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments isintegral, not incidental, to the Fund’s main line of business.

 

Market movements resultin frequent changes in the fair market value of the Fund’s open positions and,consequently, in its earnings and cash flow. The Fund’s market risk isinfluenced by a wide variety of factors, including the level and volatility ofinterest rates, exchange rates, equity price levels, the market value offinancial instruments and contracts, the diversification effects among theFund’s open positions and the liquidity of the markets in which it trades.

 

22

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The Fund, under thedirection of Aspect, rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Fund’s past performance is notnecessarily indicative of its future results.

 

Value at Risk is ameasure of the maximum amount which the Fund could reasonably be expected tolose in a given market sector. However, the inherent uncertainty of the Fund’sspeculative trading and the recurrence in the markets traded by the Fund ofmarket movements far exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or the Fund’sexperience to date (i.e., “risk of ruin”). In light of the foregoing, as wellas the risks and uncertainties intrinsic to all future projections, thequantifications included in this section should not be considered to constituteany assurance or representation that the Fund’s losses in any market sectorwill be limited to Value at Risk or by the Fund’s attempts to manage its marketrisk.

 

Quantifying The Fund’sTrading Value At Risk

 

QuantitativeForward-Looking Statements

 

The followingquantitative disclosures regarding the Fund’s market risk exposures contain“forward-looking statement” within the meaning of the safe harbor from civilliability provided for such statements by the Private Securities LitigationReform Act of 1995 (set forth in Section 27A of the Securities Act of 1933and Section 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this sectionare deemed to be forward-looking statements for purposes of the safe harbor,except for statements of historical fact.

 

The Fund’s risk exposurein the various market sectors traded by Aspect is quantified below in terms ofValue at Risk.  Due to the Fund’smark-to-market accounting, any loss in the fair value of the Fund’s open positionsis directly reflected in the Fund’s earnings (realized or unrealized) and cashflow (at least in the case of exchange-traded contracts in which profits andlosses on open positions are settled daily through variation margin).

 

Maintenance marginrequirements have been used by the Fund as the measure of its Value atRisk.  Maintenance margin requirementsare set by exchanges to equal or exceed the maximum loss in the fair value ofany given contract incurred in 95%-99% of the one-day time periods included inthe historical sample (generally approximately one year) researched forpurposes of establishing margin levels. The maintenance margin levels are established by dealers and exchangesusing historical price studies as well as an assessment of current marketvolatility (including the implied volatility of the options on a given futurescontract) and economic fundamentals to provide a probabilistic estimate of themaximum expected near-term one-day price fluctuation.

 

In the case of marketsensitive instruments which are not exchange-traded (almost exclusivelycurrencies in the case of the Fund), the margin requirements for the equivalentfutures positions have been used as Value at Risk.  In those rare cases in which a futures-equivalentmargin is not available, dealers’ margins have been used.

 

100% positive correlationin the different positions held in each market risk category has beenassumed.  Consequently, the marginrequirements applicable to the open contracts have been aggregated to determineeach trading category’s aggregate Value at Risk.  The diversification effects resulting fromthe fact that the Fund’s positions are rarely, if ever, 100% positivelycorrelated have not been reflected.

 

23

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***The Fund’s Trading Value at Risk in Different Market Sectors***

 

The following tableindicates the average, highest and lowest trading Value at Risk associated withthe Fund’s open positions by market category for the fiscal period. For thenine months ended September 30, 2009 and 2008, the Fund’s averageMonth-end Net Asset Value for all other purposes was approximately $290,444,007and $284,584,563, respectively.

** **

**September 30,2009**

 
| ** **        | ** ** | **Average Value** | ** ** | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|-------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector** | ** ** | **at Risk**       | ** ** | **Capitalization** | ** ** | **at Risk**       | ** ** | **at Risk**      | ** ** |
|              |       |              |       |               |       |              |       |             |       |
| Agriculture       |       | $                 | 156,799    |               | 0.05       | %                 | $          | 299,521          |       | $ | 7,807 |   |
| Currencies        |       | 1,031,056         |       | 0.35               | %          | 2,084,800         |       | 313,886          |       |
| Energy            |       | 198,225           |       | 0.07               | %          | 481,439           |       | 26,673           |       |
| Interest Rates    |       | 25,862,535        |       | 8.90               | %          | 47,880,957        |       | 15,102,568       |       |
| Metals            |       | 263,066           |       | 0.09               | %          | 688,438           |       | 11,621           |       |
| Stock Indices     |       | 396,709           |       | 0.14               | %          | 1,223,683         |       | 18,996           |       |
|              |       |              |       |               |       |              |       |             |       |
| Total             |       | $                 | 27,908,390 |               | 9.60       | %                 | $          | 52,658,838       |       | $ | 15,481,551 |   |

 

**September 30,2008**

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

 

24

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Material Limitations on Value at Risk as an Assessment ofMarket Risk

 

The face value of the market sector instruments held by theFund is typically many times the applicable maintenance margin requirement(maintenance margin requirements generally ranging between approximately 1% and10% of contract face value) as well as many times the capitalization of theFund.  The magnitude of the Fund’s openpositions creates a “risk of ruin” not typically found in most other investmentvehicles.  Because of the size of itspositions, certain market conditions — unusual, but historically recurring fromtime to time — could cause the Fund to incur severe losses over a short periodof time.   The foregoing Value at Risktable — as well as the past performance of the Fund — gives no indication ofthis “risk of ruin.”

 

Non-Trading Risk

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

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

 

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

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

Thefollowing qualitative disclosures regarding the Fund’s market risk exposures — exceptfor (i) those disclosures that are statements of historical fact and (ii) thedescriptions of how the Fund manages its primary market risk exposures — constituteforward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act. The Fund’sprimary market risk exposures as well as the strategies used and to be used byMLAI and Aspect for managing such exposures are subject to numerousuncertainties, contingencies and risks, any one of which could cause the actualresults of the Fund’s risk controls to differ materially from the objectives ofsuch strategies. Government interventions, defaults and expropriations,illiquid markets, the emergence of dominant fundamental factors, political upheavals,changes in historical price relationships, an influx of new marketparticipants, increased regulation and many other factors could result inmaterial losses as well as in material changes to the risk exposures and therisk management strategies of the Fund. There can be no assurance that the Fund’scurrent market exposure and/or risk management strategies will not changematerially or that any such strategies will be effective in either the short-or long-term. Investors must be prepared to lose all or substantially all ofthe time value of their investment in the Fund.

 

The following were the primary trading risk exposures of the Fund as ofSeptember 30, 2009, by market sector.

 

Interest Rates

 

Interest rate risk is the principal market exposure of the Fund.  Interest rate movements directly affect theprice of derivative sovereign bond positions held by the Fund and indirectlythe value of its stock index and currency positions. Interest rate movements inone country as well as relative interest rate movements between countriesmaterially impact the Fund’s profitability. The Fund’s primary interest rateexposure is to interest rate fluctuations in the United States and the otherG-7 countries.  However, the Fund alsotakes positions in the government debt of smaller nations e.g., Australia. MLAIanticipates that G-7 interest rates will remain the primary market exposure ofthe Fund for the foreseeable future.

 

25

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Currencies

 

The Fund trades in a number of currencies. However, the Fund’s majorexposures have typically been in the U.S. dollar/Japanese yen, U.S. dollar/Euroand U.S. dollar/Swiss franc positions. The Fund does not anticipate that the risk profile of the Fund’scurrency sector will change significantly in the future. The currency tradingValue at Risk figure includes foreign margin amounts converted into U.S.dollars with an incremental adjustment to reflect the exchange rate risk ofmaintaining Value at Risk in a functional currency other than U.S. dollars.

 

Stock Indices

 

The Fund’s primary equity exposure is to S&P 500, Nikkei and GermanDAX equity index price movements. The Fund is primarily exposed to the risk ofadverse price trends or static markets in the major U.S., European and Asianindices.

 

Metals

 

The Fund’s metals market exposure is to fluctuations in both the priceof precious and non-precious metals.

 

Agricultural Commodities

 

The Fund’s primary agricultural commodities exposure is to agriculturalprice movements which are often directly affected by severe or unexpectedweather conditions. Grains, cocoa and livestock accounted for the substantialbulk of the Fund’s agricultural commodities exposure as of September 30,2009.

 

Energy

 

The Fund’s primary energy market exposure is to natural gas and crudeoil price movements, often resulting from political developments in the MiddleEast. Oil prices can be volatile and substantial profits and losses have beenand are expected to continue to be experienced in this market.

 

QualitativeDisclosures Regarding Non-Trading Risk Exposure

 

The following were the only non-trading risk exposures of the Fund asof September 30, 2009.

 

ForeignCurrency Balances

 

The Fund’s primary foreign currency balances are in Japanese yen,British pounds, Norwegian krone, Swiss franc and Euros.

 

U.S. Dollar Cash Balance

 

The Fund holds U.S. dollars only in cash at MLPF&S. The Fund hasimmaterial cash flow interest rate risk on its cash on deposit with MLPF&Sin that declining interest rates would cause the income from such cash todecline.

 

Item4T. Controls and Procedures

 

MLAI, the Sponsorof ML AspectFuturesAccess LLC, with the participation of the Sponsor’s ChiefExecutive Officer and the Chief Financial Officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Fund as of the end of the period of thisquarterly report, and, based on this evaluation, has concluded that thesedisclosure controls and procedures are effective.  Additionally, there were no significantchanges in the Fund’s internal controls or in other factors during the latestfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the Fund’s internal control over financial reporting.

 

26

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PART II -OTHER INFORMATION

 

Item 1.                                   LegalProceedings

 

None.

 

Item 1A.  Risk Factors

 

There are no materialchanges from risk factors as previously disclosed in the Annual Report on Form 10-Kfor the year ended December 31, 2008, filed on March 31, 2009.

 

Item 2.                                   UnregisteredSales of Equity Securities and Use of Proceeds

 

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

 

CLASS A

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | —     |       | —     |   | 1.5925 |   |
| Feb-09     |       | 612,698          |       | 383,056    |       | 1.5995 |   |
| Mar-09     |       | 196,943          |       | 122,477    |       | 1.6080 |   |
| Apr-09     |       | 203,771          |       | 131,076    |       | 1.5546 |   |
| May-09     |       | 233,981          |       | 155,459    |       | 1.5051 |   |
| Jun-09     |       | 121,873          |       | 82,850     |       | 1.4710 |   |
| Jul-09     |       | 452,391          |       | 335,179    |       | 1.3497 |   |
| Aug-09     |       | 268,870          |       | 202,097    |       | 1.3304 |   |
| Sep-09     |       | 332,467          |       | 240,779    |       | 1.3808 |   |
| Oct-09     |       | 73,804           |       | 51,972     |       | 1.4201 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS C

 
| ** ** | ** ** | **Subscription** |       |      |       |
|------------|------------|------------------|------------|-----------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | 442,877    |      | 287,732    |   | 1.5392 |   |
| Feb-09     |       | 696,976          |       | 451,205   |       | 1.5447 |   |
| Mar-09     |       | 1,227,957        |       | 791,413   |       | 1.5516 |   |
| Apr-09     |       | 1,441,995        |       | 962,100   |       | 1.4988 |   |
| May-09     |       | 547,990          |       | 377,952   |       | 1.4499 |   |
| Jun-09     |       | 844,977          |       | 596,776   |       | 1.4159 |   |
| Jul-09     |       | 713,878          |       | 549,983   |       | 1.2980 |   |
| Aug-09     |       | 526,128          |       | 411,584   |       | 1.2783 |   |
| Sep-09     |       | 360,033          |       | 271,579   |       | 1.3257 |   |
| Oct-09     |       | 1,062,612        |       | 780,013   |       | 1.3623 |   |
|            |            |                  |            |           |            |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | —     |       | —     |   | 1.7137 |   |
| Feb-09     |       | —           |       | —     |       | 1.7234 |   |
| Mar-09     |       | —           |       | —     |       | 1.7347 |   |
| Apr-09     |       | —           |       | —     |       | 1.6790 |   |
| May-09     |       | —           |       | —     |       | 1.6277 |   |
| Jun-09     |       | —           |       | —     |       | 1.5928 |   |
| Jul-09     |       | —           |       | —     |       | 1.4633 |   |
| Aug-09     |       | —           |       | —     |       | 1.4441 |   |
| Sep-09     |       | —           |       | —     |       | 1.5007 |   |
| Oct-09     |       | —           |       | —     |       | 1.5454 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | 9,999      |       | 6,192      |   | 1.6148 |   |
| Feb-09     |       | 19,999           |       | 12,326     |       | 1.6225 |   |
| Mar-09     |       | 259,995          |       | 159,350    |       | 1.6316 |   |
| Apr-09     |       | 10,999           |       | 6,970      |       | 1.5781 |   |
| May-09     |       | 69,999           |       | 45,798     |       | 1.5284 |   |
| Jun-09     |       | 49,999           |       | 33,460     |       | 1.4943 |   |
| Jul-09     |       | 119,998          |       | 87,494     |       | 1.3715 |   |
| Aug-09     |       | 12,999           |       | 9,613      |       | 1.3523 |   |
| Sep-09     |       | 24,999           |       | 17,804     |       | 1.4041 |   |
| Oct-09     |       | 41,165           |       | 28,498     |       | 1.4445 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS DS

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | 1,014,112  |       | 594,264    |   | 1.7065 |   |
| Feb-09     |       | 1,916,850        |       | 1,116,915  |       | 1.7162 |   |
| Mar-09     |       | 954,491          |       | 552,559    |       | 1.7274 |   |
| Apr-09     |       | 3,054,678        |       | 1,827,070  |       | 1.6719 |   |
| May-09     |       | 3,565,504        |       | 2,199,977  |       | 1.6207 |   |
| Jun-09     |       | 2,824,554        |       | 1,780,930  |       | 1.5860 |   |
| Jul-09     |       | 8,190,706        |       | 5,621,624  |       | 1.4570 |   |
| Aug-09     |       | 1,951,715        |       | 1,357,338  |       | 1.4379 |   |
| Sep-09     |       | —           |       | —     |       | 1.4943 |   |
| Oct-09     |       | —           |       | —     |       | 1.5388 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS DT

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | —     |       | —     |   | 1.7440 |   |
| Feb-09     |       | —           |       | —     |       | 1.7551 |   |
| Mar-09     |       | —           |       | —     |       | 1.7679 |   |
| Apr-09     |       | —           |       | —     |       | 1.7110 |   |
| May-09     |       | 522,026          |       | 314,606    |       | 1.6593 |   |
| Jun-09     |       | —           |       | —     |       | 1.6245 |   |
| Jul-09     |       | 3,039,694        |       | 2,035,964  |       | 1.4930 |   |
| Aug-09     |       | —           |       | —     |       | 1.4740 |   |
| Sep-09     |       | —           |       | —     |       | 1.5325 |   |
| Oct-09     |       | 2,085,585        |       | 1,320,994  |       | 1.5788 |   |
|            |            |                  |            |            |            |  |  |  |

 

----

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

 

(b) None.

(c) None.

 

27

----

 

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 exhibitsare incorporated by reference or are filed herewith to this Quarterly Report onForm 10-Q:

 

31.01 and

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

 

Exhibit 31.01

and 31.02:                   Arefiled herewith.

 

32.01 and

32.02                                             Section 1350Certifications

 

Exhibit 32.01

and 32.02                      Arefiled herewith.

 

28

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** **

**SIGNATURES**

 

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

 

 
|                          | ML ASPECT FUTURESACCESS  LLC |
|-------------------------------|------------------------------|
|                          |                         |
|                          |                         |
|                          | By:                          | MERRILL LYNCH  ALTERNATIVE |
|                          |                         | INVESTMENTS LLC |
|                          |                         | (Manager) |
|                          |                         |   |
|                          |                         |   |
| Date: November 12,  2009 | By                           | /s/ JUSTIN C. FERRI |
|                          |                         | Justin C. Ferri |
|                          |                         | Chief Executive Officer,  President and Manager |
|                          |                         | (Principal Executive  Officer) |
|                          |                         |   |
|                          |                         |   |
| Date: November 12,  2009 |                         |   |
|                          | By                           | /s/ BARBRA E. KOCSIS |
|                          |                         | Barbra E. Kocsis |
|                          |                         | Chief Financial Officer |
|                          |                         | (Principal Financial  and Accounting Officer) |

 

29

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