**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

**FORM 10-Q**

**(Mark One)**
| **x**                                                                                                                                    | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES**  |
|------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------|
| ** **                                                                                                                               | **EXCHANGE ACT OF 1934**                                                 |
|                                                                                                                                     |                                                                     |
| **For the quarterly period ended June 30, 2007**                                                                                         |
|                                                                                                                                     |
| **OR**                                                                                                                                   |
|                                                                                                                                     |
| **o**                                                                                                                                    | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES** |
| ** **                                                                                                                               | **EXCHANGE ACT OF 1934**                                                 |
|                                                                                                                                     |                                                                     |
| **For the transition period from                    to** |
|                                                                                                                                     |
| **Commission File Number 0-51085**                                                                                                       |

 

# **ML ASPECT FUTURESACCESS LLC**

(Exact Name of Registrant as

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**         |
| **Princeton  Corporate Campus**                            |
| **800 Scudders  Mill Road - Section 2G**                   |
| **Plainsboro,  New Jersey 08536**                          |
| (Address of  principal executive offices)                  |
| (Zip Code)                                                 |
|                                                       |
| **609-282-6091**                                           |
| (Registrant’s  telephone number, including area code) |

 

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

Yes  x   No  o

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

Large acceleratedfiler   o        Acceleratedfiler   o        Non-acceleratedfiler   x

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

Yes  o   No  x

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

Yes  o   No  o

 

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**ML ASPECT FUTURESACCESS LLC**

QUARTERLY REPORT FOR JUNE30, 2007 ON FORM 10-Q

Table of Contents
| ** ** | ** **                                                                                  | **PAGE** |
|------------|---------------------------------------------------------------------------------------------|----------|
|       | PART I                                                                                      |     |   |
|       |                                                                                        |     |   |
| Item 1.    | Financial Statements                                                                        |     | 1 |
|       |                                                                                        |     |   |
| Item 2.    | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |     | 8 |
|       |                                                                                        |     |   |
| Item 3.    | Quantitative  and Qualitative Disclosures About Market Risk                                 |     | 12 |
|       |                                                                                        |     |   |
| Item 4.    | Controls and Procedures                                                                     |     | 15 |
|       |                                                                                        |     |   |
|       | PART II                                                                                     |     |   |
|       |                                                                                        |     |   |
| Item 1.    | Legal Proceedings                                                                           |     | 16 |
|       |                                                                                        |     |   |
| Item 2.    | Unregistered  Sales of Equity Securities and Use of Proceeds                                |     | 16 |
|       |                                                                                        |     |   |
| Item 3.    | Defaults Upon  Senior Securities                                                            |     | 17 |
|       |                                                                                        |     |   |
| Item 4.    | Submission of  Matters to a Vote of Security Holders                                        |     | 17 |
|       |                                                                                        |     |   |
| Item 5.    | Other Information                                                                           |     | 17 |
|       |                                                                                        |     |   |
| Item 6     | Exhibits                                                                                    |     | 17 |

 

----

PART I - FINANCIALINFORMATION

Item1.    Financial Statements

ML ASPECTFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION
| ** **                                                                         | ** ** | **June 30,** | ** **  | **December 31,** | ** ** |
|------------------------------------------------------------------------------------|------------|-------------------|-------------|-----------------------|------------|
| ** **                                                                         | ** ** | **2007**          | ** **  | **2006**              | ** ** |
| ** **                                                                         | ** ** | **(unaudited)**   | ** **  | ** **            | ** ** |
| ** **                                                                         | ** ** | ** **        | ** **  | ** **            | ** ** |
| **ASSETS:**                                                                        | ** ** | ** **        | ** **  | ** **            | ** ** |
| Equity in commodity  futures trading accounts:                                     |       |              |        |                  |       |
| Cash (including  restricted cash of $44,344,950 for 2007 and $34,158,049 for 2006) |       | $                 | 291,668,996 |                  | $          | 116,217,072 |   |
| Net unrealized  profit on open contracts                                           |       | 7,944,916         |        | 5,510,770             |       |
| Cash                                                                               |       | 188,076           |        | 290,435               |       |
| Accrued interest                                                                   |       | 1,199,218         |        | 474,361               |       |
| Subscriptions  receivable                                                          |       | 1,922,594         |        | —                |       |
|                                                                               |       |              |        |                  |       |
| **TOTAL**                                                                          |       | $                 | 302,923,800 |                  | $          | 122,492,638 |   |
|                                                                               |       |              |        |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                        | ** ** | ** **        | ** **  | ** **            | ** ** |
| LIABILITIES:                                                                       |       |              |        |                  |       |
| Brokerage  commissions payable                                                     |       | $                 | 120,711     |                  | $          | 44,275 |   |
| Management fee  payable                                                            |       | 450,959           |        | 203,118               |       |
| Sponsor’s fee  payable                                                        |       | 251,491           |        | 186,736               |       |
| Performance fee  payable                                                           |       | 3,461,443         |        | 1,416,045             |       |
| Redemptions  payable                                                               |       | 5,291,442         |        | 808,617               |       |
| Initial offering  costs payable                                                    |       | 25,196            |        | 31,196                |       |
| Other                                                                              |       | 188,722           |        | 325,731               |       |
|                                                                               |       |              |        |                  |       |
| Total  liabilities                                                                 |       | 9,789,964         |        | 3,015,718             |       |
|                                                                               |       |              |        |                  |       |
| MEMBERS’ CAPITAL:                                                             |       |              |        |                  |       |
| Sponsor’s  Capital (20,647 and 20,647 Units issued and outstanding)           |       | 25,774            |        | 23,905                |       |
| Members’ Capital  (228,134,954 and 102,762,880 Units issued and outstanding)  |       | 293,108,062       |        | 119,453,015           |       |
|                                                                               |       |              |        |                  |       |
| Total members’  capital                                                       |       | 293,133,836       |        | 119,476,920           |       |
|                                                                               |       |              |        |                  |       |
| **TOTAL LIABILITIES AND MEMBERS’  CAPITAL**                                   |       | $                 | 302,923,800 |                  | $          | 122,492,638 |   |

 

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

(Based on 228,155,601 and102,783,527 Units outstanding, unlimited Units authorized)

See notes to financial statements.

1

----

ML ASPECTFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

STATEMENTS OFOPERATIONS

(unaudited)
| ** **                                    | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the six** | ** ** | **For the six** | ** ** |
|-----------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|---------------------------|------------|---------------------------|------------|
| ** **                                    | ** ** | **months ended**       | ** ** | **months ended**       | ** ** | **months ended**     | ** ** | **months ended**     | ** ** |
| ** **                                    | ** ** | **June 30,**           | ** ** | **June 30,**           | ** ** | **June 30,**         | ** ** | **June 30,**         | ** ** |
| ** **                                    | ** ** | **2007**                    | ** ** | **2006**                    | ** ** | **2007**                  | ** ** | **2006**                  | ** ** |
| **TRADING  PROFITS (LOSSES):**                | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                | ** ** | ** **                | ** ** |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Realized                                      |       | $                           | 21,431,457 |                        | $          | 920,020                   |       | $                         | 18,305,506 |   | $ | 875,524 |   |
| Change in unrealized                          |       | 5,474,945                   |       | (903,204                    | )          | 2,434,146                 |       | 1,595,874                 |       |
| Brokerage commissions                         |       | (315,969                    | )          | (104,892                    | )          | (456,854                  | )          | (154,431                  | )          |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Total trading profits (losses)                |       | 26,590,433                  |       | (88,076                     | )          | 20,282,798                |       | 2,316,967                 |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **INVESTMENT  INCOME:**                       | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                | ** ** | ** **                | ** ** |
| Interest                                      |       | 2,482,381                   |       | 689,806                     |       | 4,095,455                 |       | 1,058,711                 |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **EXPENSES:**                                 | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                | ** ** | ** **                | ** ** |
| Management fee                                |       | 978,645                     |       | 314,102                     |       | 1,616,452                 |       | 500,796                   |       |
| Sponsor’s fee                            |       | 708,188                     |       | 278,718                     |       | 1,297,229                 |       | 446,486                   |       |
| Performance fee                               |       | 3,461,443                   |       | 17,749                      |       | 3,461,443                 |       | 527,054                   |       |
| Other                                         |       | 150,005                     |       | 192,561                     |       | 287,434                   |       | 229,601                   |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Total expenses                                |       | 5,298,281                   |       | 803,130                     |       | 6,662,558                 |       | 1,703,937                 |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INVESTMENT LOSS**                      |       | (2,815,900                  | )          | (113,324                    | )          | (2,567,103                | )          | (645,226                  | )          |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INCOME (LOSS)**                        |       | $                           | 23,774,533 |                        | $          | (201,400                  | )          | $                         | 17,715,695 |   | $ | 1,671,741 |   |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INCOME (LOSS) PER UNIT:**              | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                | ** ** | ** **                | ** ** |
| ** **                                    | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                | ** ** | ** **                | ** ** |
| Weighted average number of Units outstanding: |       |                        |       |                        |       |                      |       |                      |       |
| Class A                                       |       | 17,929,759                  |       | 4,344,235                   |       | 17,020,386                |       | 3,439,662                 |       |
| Class C                                       |       | 77,528,939                  |       | 33,315,712                  |       | 72,740,540                |       | 26,648,689                |       |
| Class D                                       |       | 15,191,296                  |       | 9,494,264                   |       | 14,961,059                |       | 6,284,828                 |       |
| Class I                                       |       | 14,047,052                  |       | 7,871,193                   |       | 13,271,469                |       | 7,224,462                 |       |
| Class D-SM(1)                                 |       | 10,218,206                  |       |                        |       | 10,218,206                |       |                      |       |
| Class D-TF(2)                                 |       | 91,381,476                  |       |                        |       | 91,381,476                |       |                      |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Net income (loss) per weighted average Unit:  |       |                        |       |                        |       |                      |       |                      |       |
| Class A                                       |       | $                           | 0.1469     |                        | $          | 0.0010                    |       | $                         | 0.1031     |   | $ | 0.0455 |   |
| Class C                                       |       | $                           | 0.1412     |                        | $          | (0.0040                   | )          | $                         | 0.0984     |   | $ | 0.0361 |   |
| Class D                                       |       | $                           | 0.1554     |                        | $          | (0.0181                   | )          | $                         | 0.1082     |   | $ | 0.0162 |   |
| Class I                                       |       | $                           | 0.1493     |                        | $          | 0.0128                    |       | $                         | 0.1091     |   | $ | 0.0625 |   |
| Class D-SM(1)                                 |       | $                           | 0.1587     |                        |       |                      | $          | 0.1587                    |       |   |   |
| Class D-TF(2)                                 |       | $                           | 0.0450     |                        |       |                      | $          | 0.0450                    |       |   |   |

 

----

(1) Units issued on April 1, 2007.

(2) Units issued on June1, 2007.

See notes to financialstatements.

2

----

ML ASPECTFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OFCHANGES IN MEMBERS’ CAPITAL

For the six monthsended June 30, 2006 and 2007

(unaudited)
| ** **                 | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** |
|----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|
| ** **                 | ** ** | **December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2006**    | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2007**    | ** ** |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Class A                    |       | 2,099,133                       |       | 4,053,913         |       | (402,920        | )          | 5,750,126                      |       | 13,798,588                      |       | 4,813,968         |       | (315,161        | )          | 18,297,395                     |       |
| Class C                    |       | 15,745,021                      |       | 23,928,586        |       | (822,516        | )          | 38,851,091                     |       | 63,313,746                      |       | 19,570,250        |       | (3,791,150      | )          | 79,092,846                     |       |
| Class D                    |       | 4,742,754                       |       | 10,548,305        |       | (4,371,011      | )          | 10,920,048                     |       | 13,531,909                      |       | 6,087,954         |       | (1,378,672      | )          | 18,241,191                     |       |
| Class I                    |       | 5,948,484                       |       | 2,076,272         |       | —          |       | 8,024,756                      |       | 12,118,637                      |       | 2,439,754         |       | (217,475        | )          | 14,340,916                     |       |
| Class D-SM(1)              |       | —                          |       | —            |       | —          |       | —                         |       | —                          |       | 10,317,255        |       | (214,540        | )          | 10,102,715                     |       |
| Class D-TF(2)              |       | —                          |       | —            |       | —          |       | —                         |       | —                          |       | 91,381,476        |       | (3,321,585      | )          | 88,059,891                     |       |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Total Members’  Units |       | 28,535,392                      |       | 40,607,076        |       | (5,596,447      | )          | 63,546,021                     |       | 102,762,880                     |       | 134,610,657       |       | (9,238,583      | )          | 228,134,954                    |       |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Class A                    |       | 10,319                          |       | —            |       | —          |       | 10,319                         |       | 10,319                          |       | —            |       | —          |       | 10,319                         |       |
| Class C                    |       | 10,328                          |       | —            |       | —          |       | 10,328                         |       | 10,328                          |       | —            |       | —          |       | 10,328                         |       |
| Class D                    |       | —                          |       | —            |       | —          |       | —                         |       | —                          |       | —            |       | —          |       | —                         |       |
| Class I                    |       | —                          |       | —            |       | —          |       | —                         |       | —                          |       | —            |       | —          |       | —                         |       |
| Class D-SM(1)              |       | —                          |       | —            |       | —          |       | —                         |       | —                          |       | —            |       | —          |       | —                         |       |
| Class D-TF(2)              |       | —                          |       | —            |       | —          |       | —                         |       | —                          |       | —            |       | —          |       | —                         |       |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Total Sponsor’s Units |       | 20,647                          |       | —            |       | —          |       | 20,647                         |       | 20,647                          |       | —            |       | —          |       | 20,647                         |       |

 

----

(1) Units issued on April 1, 2007.

(2) Units issued on June1, 2007.

See notes to financial statements.

3

----

 

 

ML ASPECTFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OFCHANGES IN MEMBERS’ CAPITAL

For the six monthsended June 30, 2006 and 2007

(unaudited)

 
| ** **                     | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **          | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **          | ** ** | **Members’ Capital** | ** **  |
|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|------------|--------------------------------|-------------|
| ** **                     | ** ** | **December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** ** | **June 30, 2006**    | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** ** | **June 30, 2007**    | ** **  |
|                           |       |                            |       |              |       |            |       |                |       |                           |       |                            |       |              |       |            |       |                |       |                           |        |
| Class A                        |       | $                               | 2,233,102  |              | $          | 4,526,823       |       | $                   | (452,978   | )                              | $          | 155,965                         |       | $                 | 6,462,912  |            | $          | 16,089,634          |       | $                              | 5,586,154   |   | $ | (368,952 | ) | $ | 1,754,557 |   | $ | 23,061,393 |   |
| Class C                        |       | 16,664,400                      |       | 26,492,550        |       | (899,944        | )          | 961,646             |       | 43,218,652                     |       | 72,750,991                      |       | 22,290,219        |       | (4,446,969      | )          | 7,160,368           |       | 97,754,609                     |        |
| Class D                        |       | 5,186,047                       |       | 12,349,023        |       | (4,979,747      | )          | 101,734             |       | 12,657,057                     |       | 16,414,106                      |       | 7,675,895         |       | (1,605,996      | )          | 1,619,410           |       | 24,103,415                     |        |
| Class I                        |       | 6,299,150                       |       | 2,282,867         |       | —          |       | 451,247             |       | 9,033,264                      |       | 14,198,284                      |       | 2,811,635         |       | (254,856        | )          | 1,447,886           |       | 18,202,949                     |        |
| Class D-SM(1)                  |       | —                          |       | —            |       | —          |       | —              |       | —                         |       | —                          |       | 11,999,999        |       | (269,068        | )          | 1,621,489           |       | 13,352,420                     |        |
| Class D-TF(2)                  |       | —                          |       | —            |       | —          |       | —              |       | —                         |       | —                          |       | 116,922,598       |       | (4,399,438      | )          | 4,110,116           |       | 116,633,276                    |        |
|                           |       |                            |       |              |       |            |       |                |       |                           |       |                            |       |              |       |            |       |                |       |                           |        |
| Total Members’  Interests |       | $                               | 30,382,699 |              | $          | 45,651,263      |       | $                   | (6,332,669 | )                              | $          | 1,670,592                       |       | $                 | 71,371,885 |            | $          | 119,453,015         |       | $                              | 167,286,500 |   | $ | (11,345,279 | ) | $ | 17,713,826 |   | $ | 293,108,062 |   |
|                           |       |                            |       |              |       |            |       |                |       |                           |       |                            |       |              |       |            |       |                |       |                           |        |
| Class A                        |       | $                               | 11,001     |              | $          | —          |       | $                   | —     |                           | $          | 605                             |       | $                 | 11,606     |            | $          | 12,035              |       | $                              | —      |   | $ | — |   | $ | 973 |   | $ | 13,008 |   |
| Class C                        |       | 10,953                          |       | —            |       | —          |       | 544                 |       | 11,497                         |       | 11,870                          |       | —            |       | —          |       | 896                 |       | 12,766                         |        |
| Class D                        |       | —                          |       | —            |       | —          |       | —              |       | —                         |       | —                          |       | —            |       | —          |       | —              |       | —                         |        |
| Class I                        |       | —                          |       | —            |       | —          |       | —              |       | —                         |       | —                          |       | —            |       | —          |       | —              |       | —                         |        |
| Class D-SM(1)                  |       | —                          |       | —            |       | —          |       | —              |       | —                         |       | —                          |       | —            |       | —          |       | —              |       | —                         |        |
| Class D-TF(2)                  |       | —                          |       | —            |       | —          |       | —              |       | —                         |       | —                          |       | —            |       | —          |       | —              |       | —                         |        |
|                           |       |                            |       |              |       |            |       |                |       |                           |       |                            |       |              |       |            |       |                |       |                           |        |
| Total Sponsor’s  Interest |       | $                               | 21,954     |              | $          | —          |       | $                   | —     |                           | $          | 1,149                           |       | $                 | 23,103     |            | $          | 23,905              |       | $                              | —      |   | $ | — |   | $ | 1,869 |   | $ | 25,774 |   |
|                           |       |                            |       |              |       |            |       |                |       |                           |       |                            |       |              |       |            |       |                |       |                           |        |
| Total Members’  Capital   |       | $                               | 30,404,653 |              | $          | 45,651,263      |       | $                   | (6,332,669 | )                              | $          | 1,671,741                       |       | $                 | 71,394,988 |            | $          | 119,476,920         |       | $                              | 167,286,500 |   | $ | (11,345,279 | ) | $ | 17,715,695 |   | $ | 293,133,836 |   |

 

----

(1) Units issued on April 1, 2007.

(2) Units issued on June1, 2007.

See notes to financial statements.

4

----

ML ASPECTFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

NOTES TO FINANCIALSTATEMENTS

(unaudited)

1.     SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

In the opinion ofmanagement, the financial statements contain all adjustments necessary topresent fairly the financial position of ML Aspect FuturesAccess LLC (the “Fund”)as of June 30, 2007, and the results of its operations for the three and sixmonths ended June 30, 2007 and 2006. However, the operating results for the interim periods may not be indicativeof 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 (“US GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the financial statements and notesthereto included in the Fund’s Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31, 2006.  Class D-SM commenced trading on April 1,2007. Class D-TF commenced trading on June 1, 2007. Class D-SM Units pay Aspectannual management fees of 2.00 % of the Class’ average month-end net assets.The Class pays performance fees at 20% of any New Trading Profit, asdefined.  Class D-TF Units pay Aspectannual management fees of 1.50 % of the Class’ average month-end net assets.The Class pays performance fees at 15% of any New Trading Profit, as defined.Class D-SM and Class D-TF Units do not pay sponsor fees.

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

2.     NET ASSET VALUE PER UNIT

For financial reporting purposes, in conformity withUS GAAP, the Fund deducted the total initial offering costs at inception fromMembers’ Capital for purposes of determining Net Asset Value.  For all other purposes, including computingNet Asset Value for purposes of member subscription and redemption activity,such costs are amortized over 60 months. Consequently, the Net Asset Value andNet Asset Value per Unit of the different Classes for financial reportingpurposes and for all other purposes are as follows:

At June 30, 2007 the Net Asset Values of the differentClasses of Units are as follows:

|            | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **All Other   Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A    |       | $                             | 23,075,323  |                     | $          | 23,074,401                                       |       | 18,307,714 |   | $ | 1.2604 |   | $ | 1.2604 |   |
| Class C    |       | 97,778,402                    |        | 97,767,375               |       | 79,103,174                                       |       | 1.2361 |   | 1.2359 |   |
| Class D    |       | 24,108,577                    |        | 24,103,415               |       | 18,241,191                                       |       | 1.3217 |   | 1.3214 |   |
| Class I    |       | 18,211,035                    |        | 18,202,949               |       | 14,340,916                                       |       | 1.2699 |   | 1.2693 |   |
| Class D-SM |       | 13,352,420                    |        | 13,352,420               |       | 10,102,715                                       |       | 1.3217 |   | 1.3217 |   |
| Class D-TF |       | 116,633,275                   |        | 116,633,276              |       | 88,059,891                                       |       | 1.3245 |   | 1.3245 |   |
|       |       | $                             | 293,159,032 |                     | $          | 293,133,836                                      |       | 228,155,601 |   |   |   |   |   |
|            |            |                               |             |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

5

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

 

 

3.     MARKET AND CREDIT RISK

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

### Market Risk

Derivativeinstruments involve varying degrees of market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s Net unrealized profit (loss) on suchderivative instruments as reflected in the Statements of Financial Condition.The Fund’s exposure to market risk is influenced by a number of factors,including the relationships among the derivative instruments held by the Fundas well as the volatility and liquidity of the markets in which the derivativeinstruments are traded. Investment in foreign markets may also entail legal andpolitical risks.

The Sponsor of theFund, Merrill Lynch Alternative Investments LLC (“MLAI”), has procedures inplace intended to control market risk exposure, although there can be noassurance that they will, in fact, succeed in doing so.  These procedures focus primarily onmonitoring the trading of Aspect Capital Management Limited (“Aspect”),calculating the Net Asset Value of the Fund as of the close of business on eachday and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the marketsto hedge or diversify the Fund’s market exposure, MLAI may urge Aspect toreallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected to beunusual.  It is expected that MLAI’sbasic risk control procedures will consist simply of the ongoing process ofadvisor monitoring, with the market risk controls being applied by Aspect.

Credit Risk

The risksassociated with exchange-traded contracts are typically perceived to be lessthan those associated with over-the-counter (non-exchange-traded) transactions,because exchanges typically provide clearinghouse arrangements in which thecollective credit (in some cases limited in amount, in some cases not) of themembers of the exchange is pledged to support the financial integrity of theexchange.  In over-the-countertransactions, on the other hand, traders must rely solely on the credit oftheir respective individual counterparties. Margins, which may be subject to loss in the event of a default, aregenerally required in exchange trading, and counterparties may also requiremargin in the over-the-counter markets.

The credit riskassociated with these instruments from counterparty nonperformance is the Netunrealized profit (loss), if any, included in the Statements of FinancialCondition. The Fund attempts

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to mitigate thisrisk by dealing exclusively with Merrill Lynch & Co., Inc. (“Merrill Lynch”)entities as clearing brokers.

The Fund, in its normal course of business, entersinto various contracts, with Merrill Lynch Pierce Fenner & Smith Inc. (“MLPF&S”)acting as its commodity broker.  Pursuantto the brokerage arrangement with MLPF&S (which includes a nettingarrangement), to the extent that such trading results in receivables from andpayables to MLPF&S, these receivables and payables are offset and reportedas a net receivable or payable and included in Equity in commodity futurestrading accounts in the Statements of Financial Condition.

4.     RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the FinancialAccounting Standards Board (“FASB”) issued Interpretation No.48 (“FIN 48”),Accounting for Uncertainty in Income Taxes – an interpretation of FASB StatementNo.109. In May 2007, FASB amended this guidance by issuing FASB Staff PositionNo. FIN 48-1, Definition of settlement in FASB Interpretation No. 48. FIN 48,as amended, prescribes the minimum recognition threshold a tax position mustmeet in connection with accounting for uncertainties in income tax positionstaken or expected to be taken by an entity before being measured and recognizedin the financial statements. Adoption of FIN 48, as amended, is required forfiscal years beginning after December 15, 2006. The Fund has evaluated its taxpositions and has determined that the implementation of this pronouncement doesnot have a material impact to the financial statements.

In September 2006, the FASB issued Statement ofFinancial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes a common definition for fair value under accountingprinciples generally accepted in the United States of America, establishes aframework for measuring fair value and expands disclosure requirements aboutsuch fair value measurements.  FAS 157 is effective for fiscal yearsbeginning after November 15, 2007.  The Fund is currently evaluating theimpact of adopting FAS 157 on its financial statements.

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

MONTH-END NETASSET VALUE PER UNIT

(NON US GAAP)

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

Class A

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2006 |       | $        | 1.0832     |     | $          | 1.0733   |       | $        | 1.1176     |    | $          | 1.1701   |       | $ | 1.1235 |   | $ | 1.1246 |   |
| 2007 |       | $        | 1.1952     |     | $          | 1.1332   |       | $        | 1.1134     |    | $          | 1.1604   |       | $ | 1.2217 |   | $ | 1.2604 |   |

 

Class C

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2006 |       | $        | 1.0768     |     | $          | 1.0662   |       | $        | 1.1093     |    | $          | 1.1595   |       | $ | 1.1115 |   | $ | 1.1131 |   |
| 2007 |       | $        | 1.1769     |     | $          | 1.1150   |       | $        | 1.0946     |    | $          | 1.1399   |       | $ | 1.1991 |   | $ | 1.2361 |   |

 

Class D

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2006 |       | $        | 1.1148     |     | $          | 1.1086   |       | $        | 1.1563     |    | $          | 1.2076   |       | $ | 1.1546 |   | $ | 1.1599 |   |
| 2007 |       | $        | 1.2452     |     | $          | 1.1823   |       | $        | 1.1631     |    | $          | 1.2137   |       | $ | 1.2795 |   | $ | 1.3217 |   |

 

Class I

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2006 |       | $        | 1.0786     |     | $          | 1.0690   |       | $        | 1.1139     |    | $          | 1.1664   |       | $ | 1.1231 |   | $ | 1.1270 |   |
| 2007 |       | $        | 1.2019     |     | $          | 1.1402   |       | $        | 1.1206     |    | $          | 1.1683   |       | $ | 1.2304 |   | $ | 1.2699 |   |

 

Class D-SM

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2006 |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | N/A     |       | N/A      |       |
| 2007 |       | N/A      |       | N/A      |       | 1.1631   |       | $        | 1.2137     |    | $          | 1.2795   |       | $ | 1.3217 |   |
|      |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |

 

Class D-TF

|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2006 |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | N/A     |       | N/A      |       |
| 2007 |       | N/A      |       | N/A      |       | N/A      |       | N/A      |       | $       | 1.2795     |     | $          | 1.3245 |   |
|      |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |

 

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Performance Summary

January 1, 2007 to June 30, 2007

January 1, 2007 to March 31, 2007

The Fund posted an overall loss for the quarter with the agriculturesector posting gains and currencies, metals, stock indices, interest rate andthe energy sectors posted losses.

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

The currency sector was not profitable for the Fund.  At the beginning of the quarter began withgains due to the short positions which captured the sell off in the U.K. giltsand the British pound following the Bank of England’s surprise decision toraise core interest rates. The U.S. dollar/Japanese yen cross-rate drovereturns as the long positions in the U.S. dollar strengthened following theU.S. economic data releases and the lack of rate hikes by the Bank of Japan. Inthe wake of increased market volatility mid-quarter, the Japanese yen strengthenedagainst the major currencies as investors liquidated their Japanese yen carrytrade positions. This caused losses due to the short positions in the Japaneseyen. However, the quarter is ended with currencies posting gains as the shortpositions in Euribor and the British pound were profitable as prices fell,helped by stronger than expected economic data releases in the United Kingdomand Eurozone.  Also finishing profitablywas the U.S. dollar which depreciated against the other major currenciescoupled with weaker than expected data releases and rising concerns about theU.S. sub-prime mortgage market aided gains being posted.

The metals sector posted losses for the Fund. The beginning of thequarter began with losses which carried through mid-quarter due to a sell offof the long positions in copper and zinc. The quarter ended with gains beingposted to the Fund.

The stock indices sector posted losses for the Fund. Long Japanesepositions posted the best gains as markets rallied on the exporter friendlydepreciation of the Japanese yen and a revival in oil prices. Losses postedmid-quarter were due to the reduced long positions in stock indices hurt by thecontinued fallout from the equity market sell-off at the end of February whichcontinued through to the end of the quarter.

The interest rate sector posted losses for the Fund. The quarter beganand ended with gains being posted to the Fund in a volatile market environment.However, these gains could not offset losses posted mid-quarter.

The energy sector was the least profitable for the Fund. Shortpositions in energies posted gains at the beginning of the quarter for the Fundas oil prices continued to fall, before a mid-month reversal driven by badweather conditions pared back some of these gains. However, losses wereincurred mid-quarter through to the end of quarter as oil prices ralliedagainst the Fund’s short positions driven by mounting geopolitical pressures.

April 1, 2007 to June 30, 2007

The Fund postedprofits for the quarter with interest rates, currencies, stock indices, and theenergy sectors posting gains while metals and the agriculture sectors postinglosses.

The interest ratesector posted the highest gains for the Fund. The beginning of the quarterthrough the mid- quarter gains were posted to the Fund. In the United Kingdom,the Bank of England signaled its intention to combat the current elevatedlevels of inflation after raising core interest rates by 25 basis points andstating in the subsequent Monetary Policy Committee (MPC) minutes that a largerhike had

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also beenconsidered. European debt prices also finished down following the release ofabove expectations regional Gross Domestic Product (GDP) data and strongindications from the European Central Bank (ECB) that rates would rise again inJune. The short positions in bonds and interest rates were the most profitablepositions at the quarter’s end. Bond prices fell following strong U.S. retailsales figures and above expectation Producer Price Index data (PPI). The biggestmove in the sector was seen in the United Kingdom contracts after asurprisingly hawkish set of MPC minutes helped to suppress prices.

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

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

The energy sector also posted profits for the Fund. Profits were postedat the beginning of the quarter and at the end of the quarter, trading wasdifficult due to weather conditions and geopolitical pressure.

The metals sectorposted losses for the Fund.  Profits wereposted at the beginning of the quarter as metals benefited from the re-emergenceof stable trends as prices driven by tightening fundamentals and demand growthrallied. Metals finished on a loss at mid-quarter as prices were driven down onprofit-taking and concerns over the strength of future Chinese demand. Thequarter ended with losses being posted to the Fund due to supply tightness andbouts of increased risk aversion.

The agriculturalsector was the least profitable sector for the Fund. The agricultural marketwas soft which attributed to the difficult trading environment. Losses wereposted at the beginning of the quarter as cocoa prices reversed sharply againstthe Fund’s long positions along with corn and soybean as prices continued toslide on the release of the United States Department of Agriculture cropestimates for the 2007 planting season. Performance in agriculture was boostedtowards the end of the quarter by the long positions in soybeans after pricesrocketed in the wake of a U.S. Department of Agriculture report that showedplanted soybean acreage had fallen below earlier forecasts.

January 1, 2006 to June 30, 2006

January 1, 2006 to March 31, 2006

The Fund posted anoverall gain for the quarter with stock indices, metals and interest ratesectors posted gains while agricultural, currencies, and energy sectors postedlosses.

Stock indices werethe most profitable for the Fund. Stock indices continued their recent rally tothe benefit of the Fund, despite a sharp correction the beginning of the firstquarter following the Japanese Livedoor scandal. U.S. and global indicesreacted to strong mid-and small-cap U.S. corporate results, and sentimentregarding the rate cycle, while Europe was lifted by large cap merger activityand high commodity prices. The quarter ended with most major stock marketsstill experiencing an uptrend, driven by continued optimistic sentiment aroundthe markets.

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The metals sectorwas also profitable for this Fund. Strong profits came from metals as bullishtrends continued through the beginning of the first quarter. Prices were drivenhigher by global industrial growth set against producers’ capacity problems.Aluminum had large gains as smelters closed in China and Switzerland, whilezinc was helped on its way by decreasing inventories and South American labordisputes. Metal prices continued to rise through the end of the quarter drivenby increasingly strong demand which benefited the Fund’s long positions.

The interest ratesector posted gains for the Fund. The beginning of the quarter found the bestsingle market was in the interest rates sector, where the short in theEurodollar profited from market expectations of further U.S. rate hikes.

The currencysector posted a loss for this Fund. Bonds contributed a loss to the Fund, withtheir recent meager rally extinguished by a sharp correction in the beginningof the quarter sparked by a strong German business confidence survey, a closingof European/U.S. interest rate differentials and a second month of Japaneseprice increases. However, the Fund profited mid-quarter from the weakening Swedishkrona after bearish Swedish inflation figures, and from the strengthening U.S.dollar. The Japanese yen presented problems, however, as it strengthened amidspeculation that Japanese rates might be raised sooner than expected.  The quarter ended with bonds posting profitsfor the Fund, due to profits from the short position in Japanese ten yearbonds. The Bank of Japan’s decision on March 9, 2006 to drop its policy of “quantitativeeasing” caused yields to rise sharply. Profits were also posted from theprogram’s short position in the Euribor. The fall in price was triggered byvarious data releases fuelling expectations of further rate hikes from theEuropean Central Bank.

The agriculturalsector posted losses for the Fund. The agricultural market was soft whichattributed to the difficult trading environment resulting in the sector postinglosses for the Fund.

The energy sectorwas the least profitable for the Fund. Long positions in crude oil sufferedheavily early in mid-quarter wherein the price dropped by nearly U.S. $10/bblamid bountiful inventory figures, before recovering somewhat following violencein Nigeria and an attempted refinery bombing in Saudi Arabia. However, theshort positions in natural gas produced good returns as the price continued it’sstrong downwards trend, despite the short cold snap in North America. Thequarter ended with a disappointment to the Fund, wherein short positions inunleaded gasoline and crude oil were affected by geopolitical concerns drivingprices higher.

April 1, 2006 to June 30, 2006

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

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

The metals sector was also profitable for this Fund.Strong profits came from metals as bullish trends continued through the middleof the second quarter. Several metals hit record highs at the beginning of thequarter as robust Chinese economic growth further increased global demand.Profits were also

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generated for the Fund mid-quarter contrary to thehighly volatile price action. Prices started to fall again at the end of thequarter due to the Fund’s reduced, but remaining long positions.

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

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

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

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

Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk

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

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

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

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

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considered to constitute any assurance or representation that the Fund’slosses in any market sector will be limited to Value at Risk or by the Fund’sattempts to manage its market risk.

Quantifying TheFund’s Trading Value At Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding theFund’s market risk exposures contain “forward-looking statement” within themeaning of the safe harbor form civil liability provided for such statements bythe Private Securities Litigation Reform Act of 1995 (set forth in Section27Aof the Securities Act of 1933 and Section 21E of the Securities Exchange Actof 1934).  All quantitative disclosuresin this section are deemed to be forward-looking statements for purposes of thesafe harbor, except for statements of historical fact.

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

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

In the case of market sensitive instruments which are notexchange-traded (almost exclusively currencies in the case of the Fund), themargin requirements for the equivalent futures positions have been used asValue at Risk.  In those rare cases inwhich a futures-equivalent margin is not available, dealers’ margins have beenused.

 100% positive correlation in thedifferent positions held in each market risk category has been assumed.  Consequently, the margin requirementsapplicable to the open contracts have been aggregated to determine each tradingcategory’s aggregate Value at Risk.  Thediversification effects resulting from the fact that the Fund’s positions arerarely, if ever, 100% positively correlated have not been reflected.

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

The following table indicates the average, highest and lowesttrading Value at Risk associated with the Fund’s open positions by marketcategory for the fiscal period. For the three months ended June 30, 2007 andJune 30, 2006, the Fund’s average Month-end Net Asset Value for all otherpurposes was approximately $157,346,822 and $46,162,294 respectively.
|                           | ** ** | **June 30, 2007**          | ** ** |
|---------------------------|------------|--------------------------------------|------------|
| **Market Sector**    | ** ** | **Average  Value at Risk** | ** ** | **% of Average  Capitalization** | ** ** | **Highest Value  At Risk** | ** ** | **Lowest Value  At Risk** | ** ** |
|                      |       |                                 |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                                    | 154,893    |   | 0.10 | % | $ | 257,333 |   | $ | 43,237 |   |
| Currencies                |       | 453,645                              |       | 0.29 | % | 859,545 |   | 73,826 |   |
| Energy                    |       | 168,933                              |       | 0.11 | % | 322,537 |   | 19,677 |   |
| Interest Rates            |       | 17,370,374                           |       | 11.04 | % | 34,849,043 |   | 11,027,335 |   |
| Metals                    |       | 230,790                              |       | 0.15 | % | 402,404 |   | 54,595 |   |
| Stock Indices             |       | 901,170                              |       | 0.57 | % | 1,372,828 |   | 434,645 |   |
|                      |       |                                 |       |   |   |   |   |   |   |
| TOTAL                     |       | $                                    | 19,279,805 |   | 12.26 | % | $ | 38,063,690 |   | $ | 11,653,315 |   |

 
|                           | ** ** | **June 30, 2006**          | ** ** |
|---------------------------|------------|--------------------------------------|------------|
| **Market Sector**    | ** ** | **Average  Value at Risk** | ** ** | **% of Average  Capitalization** | ** ** | **Highest Value  At Risk** | ** ** | **Lowest Value  At Risk** | ** ** |
|                      |       |                                 |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                                    | 74,266     |   | 0.16 | % | $ | 168,050 |   | $ | 39,343 |   |
| Currencies                |       | 273,980                              |       | 0.59 | % | 881,168 |   | 72,304 |   |
| Energy                    |       | 154,427                              |       | 0.33 | % | 405,978 |   | 10,048 |   |
| Interest Rates            |       | 5,762,221                            |       | 12.48 | % | 9,075,935 |   | 1,094,608 |   |
| Metals                    |       | 158,327                              |       | 0.34 | % | 495,831 |   | 25,273 |   |
| Stock Indices             |       | 461,910                              |       | 1.00 | % | 1,586,854 |   | 30,090 |   |
|                      |       |                                 |       |   |   |   |   |   |   |
| TOTAL                     |       | $                                    | 6,885,131  |   | 14.90 | % | $ | 12,613,816 |   | $ | 1,271,666 |   |

 

MaterialLimitations on Value at Risk as an Assessment of Market Risk

The facevalue of the market sector instruments held by the Fund is typically many timesthe applicable maintenance margin requirement (maintenance margin requirementsgenerally ranging between approximately 1% and 10% of contract face value) aswell as many times the capitalization of the Fund.  The magnitude of the Fund’s open positionscreates 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 withMLPF&S

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

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

14

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Item 4. Controls and Procedures

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

15

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PART II - OTHERINFORMATION

Item 1.            LegalProceedings

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

Item 2.            UnregisteredSales of Equity Securities and Use of Proceeds

(a)          Issuanceto accredited investors pursuant to Regulation D and Section 4(6) under theSecurities Act.  The selling agent of thefollowing Class of Units was MLPF&S.

CLASS A
| ** ** | ** ** | **Subscription  Amount** | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
|------------|------------|--------------------------|------------|-----------|------------|------------------|------------|
| Jan-07     |       |                     | $          | 2,011,848 |       | 1,725,131        |       | $ | 1.1662 |   |
| Feb-07     |       |                     | 773,165    |      | 646,892    |             | 1.1952     |   |
| Mar-07     |       |                     | 645,431    |      | 569,565    |             | 1.1332     |   |
| Apr-07     |       |                     | 866,760    |      | 778,480    |             | 1.1134     |   |
| May-07     |       |                     | 897,005    |      | 773,080    |             | 1.1603     |   |
| Jun-07     |       |                     | 391,946    |      | 320,820    |             | 1.2217     |   |
| Jul-07     |       |                     | 246,820    |      | 195,827    |             | 1.2604     |   |
|            |            |                          |            |           |            |                  |            |  |  |  |

 

CLASS C
| ** ** | ** ** | **Subscription  Amount** | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
|------------|------------|--------------------------|------------|-----------|------------|------------------|------------|
| Jan-07     |       |                     | $          | 2,881,057 |       | 2,506,793        |       | $ | 1.1493 |   |
| Feb-07     |       |                     | 2,109,219  |      | 1,792,182  |             | 1.1769     |   |
| Mar-07     |       |                     | 4,306,212  |      | 3,862,073  |             | 1.1150     |   |
| Apr-07     |       |                     | 5,570,697  |      | 5,089,254  |             | 1.0946     |   |
| May-07     |       |                     | 2,988,684  |      | 2,621,883  |             | 1.1399     |   |
| Jun-07     |       |                     | 4,434,350  |      | 3,698,065  |             | 1.1991     |   |
| Jul-07     |       |                     | 4,472,218  |      | 3,618,007  |             | 1.2361     |   |
|            |            |                          |            |           |            |                  |            |  |  |  |

 

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

 

CLASS I
| ** ** | ** ** | **Subscription  Amount** | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
|------------|------------|--------------------------|------------|-----------|------------|------------------|------------|
| Jan-07     |       |                     | $          | 94,948    |       | 80,993           |       | $ | 1.1723 |   |
| Feb-07     |       |                     | 35,999     |      | 29,952     |             | 1.2019     |   |
| Mar-07     |       |                     | 945,068    |      | 828,861    |             | 1.1402     |   |
| Apr-07     |       |                     | 568,449    |      | 507,272    |             | 1.1206     |   |
| May-07     |       |                     | 1,020,003  |      | 873,066    |             | 1.1683     |   |
| Jun-07     |       |                     | 147,168    |      | 119,610    |             | 1.2304     |   |
| Jul-07     |       |                     | 34,998     |      | 27,560     |             | 1.2699     |   |
|            |            |                          |            |           |            |                  |            |  |  |  |

 

CLASS D-SM
| ** ** | ** ** | **Subscription  Amount** | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
|------------|------------|--------------------------|------------|-----------|------------|------------------|------------|
| Jan-07     |       |                     | $          | —    |       | —           |       | $ | N/A |   |
| Feb-07     |       |                     | —     |      | —     |             | N/A        |   |
| Mar-07     |       |                     | —     |      | —     |             | N/A        |   |
| Apr-07     |       |                     | 11,999,999 |      | 10,317,255 |             | 1.1631     |   |
| May-07     |       |                     | —     |      | —     |             | 1.2137     |   |
| Jun-07     |       |                     | —     |      | —     |             | 1.2795     |   |
| Jul-07     |       |                     | 913,488    |      | 691,146    |             | 1.3217     |   |
|            |            |                          |            |           |            |                  |            |  |  |  |

 

CLASS D-TF
| ** ** | ** ** | **Subscription  Amount** | ** **  | **Units** | ** ** | **NAV (1)** | ** ** |
|------------|------------|--------------------------|-------------|-----------|------------|------------------|------------|
| Jan-07     |       |                     | $           | —    |       | —           |       | $ | N/A |   |
| Feb-07     |       |                     | —      |      | —     |             | N/A        |   |
| Mar-07     |       |                     | —      |      | —     |             | N/A        |   |
| Apr-07     |       |                     | —      |      | —     |             | N/A        |   |
| May-07     |       |                     | —      |      | —     |             | N/A        |   |
| Jun-07     |       |                     | 116,922,598 |      | 91,381,476 |             | 1.2795     |   |
| Jul-07     |       |                     | —      |      | —     |             | 1.3245     |   |
|            |            |                          |             |           |            |                  |            |  |  |  |

 

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(1) Net Asset Value for all other purposes

(b) None.

(c) None.

16

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Item 3.                                   DefaultsUpon Senior Securities

None.

Item 4.                                   Submissionof Matters to a Vote of Security Holders

None.

Item 5.                                   OtherInformation

None.

Item 6.                                   Exhibits

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

31.01 and 31.02                                        Rule13a-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.

17

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**SIGNATURES**

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

 

18

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