** **

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

**FORM 10-Q**
| **(Mark One)**                                                                                                                                                                                                                                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                     |
| **x******                                                                                                                                                                                                                                      | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                                     | ** ** |
| **For the quarterly period ended September 30,  2006**                                                                                                                                                                                         |
| ** **                                                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                                     | **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 AlternativeInvestments 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes  x    No  o

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.
| Yes  o | No  x |   |
|------------------|------------|--------|

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Act.
| Yes  o | No  x |   |
|------------------|------------|--------|

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.
| Yes  x | No  o |   |
|------------------|------------|--------|

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part II of this Form 10-Q or any amendment to this Form 10-Q. x

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):

Largeaccelerated filer  o         Acceleratedfiler  o         Non-acceleratedfiler  x

Indicate by check mark if the registrant is a shell company (as definedby Rule 12b-2 of the Act).
| Yes  o | No  x |   |
|------------------|------------|--------|

 

 

----

 

**ML ASPECT FUTURESACCESS LLC**

QUARTERLY REPORT FOR SEPTEMBER 30, 2006 ON FORM 10-Q

Table of Contents
|          | ** **                                                                                  | **PAGE** |
|----------|---------------------------------------------------------------------------------------------|----------|
|     |
| PART I   |
|     |
| Item 1.  | Financial Statements                                                                        | 2        |
|     |                                                                                        |     |
| Item 2.  | Management’s Discussion and Analysis of Financial  Condition and Results of Operations | 9        |
|     |                                                                                        |     |
| Item 3.  | Quantitative and Qualitative Disclosures About  Market Risk                                 | 13       |
|     |                                                                                        |     |
| Item 4.  | Controls and Procedures                                                                     | 13       |
|     |                                                                                        |     |
| PART II  |
|     |
| Item 1.  | Legal Proceedings                                                                           | 14       |
|     |                                                                                        |     |
| Item 2.  | Changes in Securities and Use of Proceeds                                                   | 14       |
|     |                                                                                        |     |
| Item 3.  | Defaults Upon Senior Securities                                                             | 14       |
|     |                                                                                        |     |
| Item 4.  | Submission of Matters to a Vote of Security Holders                                         | 14       |
|     |                                                                                        |     |
| Item 5.  | Other Information                                                                           | 14       |
|     |                                                                                        |     |
| Item 5a. | Recent Sales of Unregistered Securities: Uses of  Proceeds From Registered Securities       | 15       |
|     |                                                                                        |     |
| Item 6.  | Exhibits                                                                                    | 15       |

 

----

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

ML ASPECTFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION
| ** **                                                                       | ** ** | **September 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                                                       | ** ** | **2006**               | ** ** | **2005**              | ** ** |
| ** **                                                                       | ** ** | **(unaudited)**        | ** ** | ** **            | ** ** |
| **ASSETS:**                                                                      | ** ** | ** **             | ** ** | ** **            | ** ** |
| Equity in commodity  futures trading accounts:                                   |       |                   |       |                  |       |
| Cash                                                                             |       | $                      | 90,314,822 |                  | $          | 30,348,029 |   |
| Net unrealized  profit on open contracts                                         |       | 1,239,769              |       | 638,884               |       |
| Cash                                                                             |       | 342,588                |       | 18,796                |       |
| Accrued interest  receivable                                                     |       | 370,439                |       | 104,310               |       |
|                                                                             |       |                   |       |                  |       |
| **TOTAL  ASSETS**                                                                |       | $                      | 92,267,618 |                  | $          | 31,110,019 |   |
|                                                                             |       |                   |       |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                      | ** ** | ** **             | ** ** | ** **            | ** ** |
| LIABILITIES:                                                                     |       |                   |       |                  |       |
| Brokerage  commissions payable                                                   |       | $                      | 30,794     |                  | $          | 15,491 |   |
| Management fee  payable                                                          |       | 153,464                |       | 50,943                |       |
| Sponsor’s fee  payable                                                      |       | 144,128                |       | 43,565                |       |
| Performance fee  payable                                                         |       | —                 |       | 422,270               |       |
| Redemptions  payable                                                             |       | 342,021                |       | 37,220                |       |
| Initial offering  costs payable                                                  |       | 40,195                 |       | 60,707                |       |
| Other payables                                                                   |       | 158,254                |       | 75,170                |       |
|                                                                             |       |                   |       |                  |       |
| Total  liabilities                                                               |       | 868,855                |       | 705,366               |       |
|                                                                             |       |                   |       |                  |       |
| MEMBERS’ CAPITAL:                                                           |       |                   |       |                  |       |
| Sponsor’s  Interest (20,647 and 20,647 Units issued and outstanding)        |       | 21,984                 |       | 21,954                |       |
| Members’  Interest (85,556,944 and 28,535,392 Units issued and outstanding) |       | 91,376,778             |       | 30,382,699            |       |
|                                                                             |       |                   |       |                  |       |
| Total members’  capital                                                     |       | 91,398,763             |       | 30,404,653            |       |
|                                                                             |       |                   |       |                  |       |
| **TOTAL LIABILITIES AND MEMBERS’  CAPITAL**                                 |       | $                      | 92,267,618 |                  | $          | 31,110,019 |   |
| ** **                                                                       |       |                   |       |                  |       |
| **NET ASSET  VALUE PER UNIT (Note 2)**                                           |       |                   |       |                  |       |

 

See notes to financialstatements.

2

----

ML ASPECTFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

STATEMENTS OFOPERATIONS

(unaudited)
| ** **                                   | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the nine** | ** ** | **For the six** | ** ** |
|----------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|----------------------------|------------|---------------------------|------------|
| ** **                                   | ** ** | **months ended**       | ** ** | **months ended**       | ** ** | **months ended**      | ** ** | **months ended**     | ** ** |
| ** **                                   | ** ** | **September 30,**      | ** ** | **September 30,**      | ** ** | **September 30,**     | ** ** | **September 30,**    | ** ** |
| ** **                                   | ** ** | **2006**                    | ** ** | **2005**                    | ** ** | **2006**                   | ** ** | **2005 (1)**         | ** ** |
| **TRADING  PROFITS (LOSSES):**               | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                 | ** ** | ** **                | ** ** |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| Realized                                     |       | $                           | (3,530,071 | )                           | $          | 363,529                    |       | $                         | (2,654,547 | ) | $ | 833,883 |   |
| Change in unrealized                         |       | (994,747                    | )          | 44,485                      |       | 601,127                    |       | 521,923                   |       |
| Brokerage commissions                        |       | (102,493                    | )          | (28,661                     | )          | (256,924                   | )          | (54,925                   | )          |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| Total trading profits (losses)               |       | (4,627,311                  | )          | 379,353                     |       | (2,310,344                 | )          | 1,300,881                 |       |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| **INVESTMENT  INCOME:**                      | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                 | ** ** | ** **                | ** ** |
| Interest                                     |       | 1,075,103                   |       | 164,678                     |       | 2,133,814                  |       | 252,926                   |       |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| **EXPENSES:**                                | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                 | ** ** | ** **                | ** ** |
| Management fee                               |       | 432,466                     |       | 104,641                     |       | 933,262                    |       | 173,416                   |       |
| Sponsor’s fee                           |       | 401,611                     |       | 73,915                      |       | 848,097                    |       | 114,840                   |       |
| Performance fee                              |       | (527,054                    | )          | 80,932                      |       | —                     |       | 262,494                   |       |
| Other                                        |       | 219,114                     |       | 30,298                      |       | 448,715                    |       | 58,347                    |       |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| Total expenses                               |       | 526,137                     |       | 289,786                     |       | 2,230,074                  |       | 609,097                   |       |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| **NET  INVESTMENT INCOME (LOSS)**            |       | 548,966                     |       | (125,108                    | )          | (96,260                    | )          | (356,171                  | )          |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| **NET  INCOME (LOSS)**                       |       | $                           | (4,078,345 | )                           | $          | 254,245                    |       | $                         | (2,406,604 | ) | $ | 944,710 |   |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| **NET  INCOME (LOSS) PER UNIT:**             | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** **                 | ** ** | ** **                | ** ** |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| Weighted average number of Units outstanding |       |                        |       |                        |       |                       |       |                      |       |
| Class A                                      |       | 7,719,791                   |       | 1,306,178                   |       | 4,866,372                  |       | 635,037                   |       |
| Class C                                      |       | 51,322,299                  |       | 9,151,769                   |       | 34,873,226                 |       | 4,999,607                 |       |
| Class D                                      |       | 11,941,658                  |       | 6,571,743                   |       | 8,170,438                  |       | 4,372,183                 |       |
| Class I                                      |       | 9,423,415                   |       | 2,680,125                   |       | 7,957,446                  |       | 1,058,214                 |       |
|                                         |       |                        |       |                        |       |                       |       |                      |       |
| Net income (loss) per weighted average Unit  |       |                        |       |                        |       |                       |       |                      |       |
| Class A                                      |       | $                           | (0.0495    | )                           | $          | 0.0099                     |       | $                         | (0.0463    | ) | $ | 0.0683 |   |
| Class C                                      |       | $                           | (0.0514    | )                           | $          | 0.0119                     |       | $                         | (0.0481    | ) | $ | 0.0882 |   |
| Class D                                      |       | $                           | (0.0496    | )                           | $          | 0.0218                     |       | $                         | (0.0600    | ) | $ | 0.1006 |   |
| Class I                                      |       | $                           | (0.0495    | )                           | $          | (0.0042                    | )          | $                         | (0.0019    | ) | $ | 0.0193 |   |

 

----

(1)commencement of operations April 1, 2005

Seenotes to financial statements.

3

----

ML ASPECTFUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OFCHANGES IN MEMBERS’ CAPITAL

For the ninemonths ended September 30, 2006 and the six months ended September 30, 2005(1)

(unaudited)
| ** **                 | ** ** | **Initial**  | ** ** | **Offering** | ** ** | ** **        | ** ** | ** **      | ** ** | **Net**    | ** ** | **Members’ Capital**   | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Net**    | ** ** | **Members’ Capital**   | ** ** |
|----------------------------|------------|--------------|------------|--------------|------------|-------------------|------------|-----------------|------------|------------|------------|----------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|------------|------------|----------------------------------|------------|
| ** **                 | ** ** | **Offering** | ** ** | **Costs**    | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Income** | ** ** | **September 30, 2005** | ** ** | **December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Income** | ** ** | **September 30, 2006** | ** ** |
| ** **                 | ** ** | ** **   | ** ** | ** **   | ** ** | ** **        | ** ** | ** **      | ** ** | ** ** | ** ** | ** **                       | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **      | ** ** | ** ** | ** ** | ** **                       | ** ** |
| Class A                    |       | 500,175      |       | —       |       | 1,061,774         |       | (29,250         | )          | —     |       | 1,532,699                        |       | 2,099,133                       |       | 6,497,825         |       | (459,436        | )          | —     |       | 8,137,522                        |       |
| Class C                    |       | 4,195,000    |       | —       |       | 7,340,847         |       | (772,374        | )          | —     |       | 10,763,473                       |       | 15,745,021                      |       | 41,609,362        |       | (1,727,319      | )          | —     |       | 55,627,064                       |       |
| Class D                    |       | 6,531,336    |       | —       |       | 40,407            |       | —          |       | —     |       | 6,571,743                        |       | 4,742,754                       |       | 11,602,363        |       | (4,371,011      | )          | —     |       | 11,974,106                       |       |
| Class I                    |       | 337,750      |       | —       |       | 3,865,773         |       | (10,000         | )          | —     |       | 4,193,523                        |       | 5,948,484                       |       | 3,942,967         |       | (73,199         | )          | —     |       | 9,818,252                        |       |
|                       |       |         |       |         |       |              |       |            |       |       |       |                             |       |                            |       |              |       |            |       |       |       |                             |       |
| Total Members’  Units |       | 11,564,261   |       | —       |       | 12,308,801        |       | (811,624        | )          | —     |       | 23,061,438                       |       | 28,535,392                      |       | 63,652,517        |       | (6,630,965      | )          | —     |       | 85,556,944                       |       |
|                       |       |         |       |         |       |              |       |            |       |       |       |                             |       |                            |       |              |       |            |       |       |       |                             |       |
| Class A                    |       | —       |       | —       |       | 10,319            |       | —          |       | —     |       | 10,319                           |       | 10,319                          |       | —            |       | —          |       | —     |       | 10,319                           |       |
| Class C                    |       | —       |       | —       |       | 10,328            |       | —          |       | —     |       | 10,328                           |       | 10,328                          |       | —            |       | —          |       | —     |       | 10,328                           |       |
| Class D                    |       | —       |       | —       |       | —            |       | —          |       | —     |       | —                           |       | —                          |       | —            |       | —          |       | —     |       | —                           |       |
| Class I                    |       | —       |       | —       |       | —            |       | —          |       | —     |       | —                           |       | —                          |       | —            |       | —          |       | —     |       | —                           |       |
|                       |       |         |       |         |       |              |       |            |       |       |       |                             |       |                            |       |              |       |            |       |       |       |                             |       |
| Total Sponsor’s Units |       | —       |       | —       |       | 20,647            |       | —          |       | —     |       | 20,647                           |       | 20,647                          |       | —            |       | —          |       | —     |       | 20,647                           |       |

 

Seenotes to financial statements.

 

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(1)Commencement of operations April 1, 2005

4

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ML ASPECTFUTURESACCESS LLC 

(a DelawareLimited Liability Company)

 

Statement of Changes in Members’ Capital

For the ninemonths ended September 30, 2006 and the six months ended September 30, 2005 (1)(continued)

(unaudited)
| ** **                     | ** ** | ** **   | ** ** | ** **   | ** ** | ** **        | ** ** | ** **      | ** ** | ** ** | ** ** | **Members’**      | ** ** | **Members’**     | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                  | ** ** | **Members’**      | ** ** |
|--------------------------------|------------|--------------|------------|--------------|------------|-------------------|------------|-----------------|------------|------------|------------|------------------------|------------|-----------------------|------------|-------------------|------------|-----------------|------------|---------------------------------------------|------------|------------------------|------------|
| ** **                     | ** ** | ** **   | ** ** | **Initial**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** ** | ** ** | **Capital**            | ** ** | **Capital**           | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                  | ** ** | **Capital**            | ** ** |
| ** **                     | ** ** | **Initial**  | ** ** | **Offering** | ** ** | ** **        | ** ** | ** **      | ** ** | **Net**    | ** ** | **September 30,** | ** ** | **December 31,** | ** ** | ** **        | ** ** | ** **      | ** ** | **  Net Income  ** | ** ** | **September 30,** | ** ** |
| ** **                     | ** ** | **Offering** | ** ** | **Costs**    | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Income** | ** ** | **2005**               | ** ** | **2005**              | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **(Loss)**                                  | ** ** | **2006**               | ** ** |
|                           |       |         |       |         |       |              |       |            |       |       |       |                   |       |                  |       |              |       |            |       |                                        |       |                   |       |
| Class A                        |       | $            | 500,175    |         | $          | (5,246            | )          | $               | 1,096,864  |       | $          | (29,853                | )          | $                     | 42,544     |              | $          | 1,604,484       |       | $                                           | 2,233,102  |                   | $          | 7,222,078 |   | $ | (513,695 | ) | $ | (225,250 | ) | $ | 8,716,235 |   |
| Class C                        |       | 4,195,000    |       | (39,432      | )          | 7,442,534         |       | (788,561        | )          | 440,340    |       | 11,249,881             |       | 16,664,400            |       | 45,698,508        |       | (1,860,421      | )          | (1,675,645                                  | )          | 58,826,842             |       |
| Class D                        |       | 6,531,336    |       | (15,300      | )          | 40,795            |       | —          |       | 439,725    |       | 6,996,556              |       | 5,186,047             |       | 13,568,899        |       | (4,979,747      | )          | (490,544                                    | )          | 13,284,655             |       |
| Class I                        |       | 337,750      |       | (14,003      | )          | 4,031,757         |       | (10,417         | )          | 20,437     |       | 4,365,524              |       | 6,299,150             |       | 4,343,852         |       | (78,761         | )          | (15,195                                     | )          | 10,549,047             |       |
|                           |       |         |       |         |       |              |       |            |       |       |       |                   |       |                  |       |              |       |            |       |                                        |       |                   |       |
| Total Members’  Interests |       | $            | 11,564,261 |         | $          | (73,981           | )          | $               | 12,611,950 |       | $          | (828,831               | )          | $                     | 943,046    |              | $          | 24,216,445      |       | $                                           | 30,382,699 |                   | $          | 70,833,337 |   | $ | (7,432,624 | ) | $ | (2,406,634 | ) | $ | 91,376,779 |   |
|                           |       |         |       |         |       |              |       |            |       |       |       |                   |       |                  |       |              |       |            |       |                                        |       |                   |       |
| Class A                        |       | $            | —     |         | $          | —            |       | $               | 9,999      |       | $          | —                 |       | $                     | 835        |              | $          | 10,834          |       | $                                           | 11,001     |                   | $          | — |   | $ | — |   | $ | 57 |   | $ | 11,058 |   |
| Class C                        |       | —       |       | —       |       | 10,000            |       | —          |       | 829        |       | 10,829                 |       | 10,953                |       | —            |       | —          |       | (27                                         | )          | 10,926                 |       |
| Class D                        |       | —       |       | —       |       | —            |       | —          |       | —     |       | —                 |       | —                |       | —            |       | —          |       | —                                      |       | —                 |       |
| Class I                        |       | —       |       | —       |       | —            |       | —          |       | —     |       | —                 |       | —                |       | —            |       | —          |       | —                                      |       | —                 |       |
|                           |       |         |       |         |       |              |       |            |       |       |       |                   |       |                  |       |              |       |            |       |                                        |       |                   |       |
| Total Sponsor’s  Interest |       | $            | —     |         | $          | —            |       | $               | 19,999     |       | $          | —                 |       | $                     | 1,664      |              | $          | 21,663          |       | $                                           | 21,954     |                   | $          | — |   | $ | — |   | $ | 30 |   | $ | 21,984 |   |
|                           |       |         |       |         |       |              |       |            |       |       |       |                   |       |                  |       |              |       |            |       |                                        |       |                   |       |
| Total Members’ Capital    |       | $            | 11,564,261 |         | $          | (73,981           | )          | $               | 12,631,949 |       | $          | (828,831               | )          | $                     | 944,710    |              | $          | 24,238,108      |       | $                                           | 30,404,653 |                   | $          | 70,833,337 |   | $ | (7,432,624 | ) | $ | (2,406,604 | ) | $ | 91,398,762 |   |

 

See notes to financialstatements.

 

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(1) Commencement ofoperations April 1, 2005

5

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ML ASPECTFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

NOTES TO FINANCIALSTATEMENTS

(unaudited)

1.     SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

In the opinion ofmanagement, the financial statements contain all adjustments necessary topresent fairly the financial position of ML Aspect FuturesAccess LLC (the “Fund”)as of September 30, 2006, and the results of its operations for the three andnine months ended September 30, 2006 and for the three and six months endedSeptember 30, 2005.  However, theoperating results for the interim periods may not be indicative of the resultsfor the full year. The Fund commenced operations on April 1, 2005. Therefore,the Statements of Operations and Statements of Changes in Members’ Capitalcontain information only for the six month period ended September 30, 2005.

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the financial statements and notesthereto included in the Fund’s Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the period ended December 31, 2005.

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 PERUNIT

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 September 30, 2006 the Net Asset Values of thedifferent series of Units are as follows:
|            | ** ** | **Net Asset Value** | ** ** | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|------------|---------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other**            | ** ** | **Financial** | ** ** | **Number of**                               | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** ** | ** ** | **Purposes**                  | ** ** | **Reporting** | ** ** | **Shares**                                       | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A    |       | $                             | 8,729,977  |          | $          | 8,727,293                                        |       | 8,147,841 |   | $ | 1.0714 |   | $ | 1.0711 |   |
| Class C    |       | 58,858,438                    |       | 58,837,768    |       | 55,637,392                                       |       | $ | 1.0579 |   | $ | 1.0575 |   |
| Class D    |       | 13,291,752                    |       | 13,284,655    |       | 11,974,106                                       |       | $ | 1.1100 |   | $ | 1.1094 |   |
| Class I    |       | 10,558,790                    |       | 10,549,046    |       | 9,818,252                                        |       | $ | 1.0754 |   | $ | 1.0744 |   |
|       |       | $                             | 91,438,957 |          | $          | 91,398,762                                       |       | 85,577,591 |   |   |   |   |   |

 

6

----

At December 31,2005 the Net Asset Values of the different series of Units are as follows:
|            | ** ** | **Net Asset Value** | ** ** | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|------------|---------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other**            | ** ** | **Financial** | ** ** | **Number of**                               | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** ** | ** ** | **Purposes**                  | ** ** | **Reporting** | ** ** | **Units**                                        | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A    |       | $                             | 2,248,584  |          | $          | 2,244,103                                        |       | 2,109,452 |   | $ | 1.0660 |   | $ | 1.0638 |   |
| Class C    |       | 16,708,648                    |       | 16,675,353    |       | 15,755,349                                       |       | $ | 1.0605 |   | $ | 1.0584 |   |
| Class D    |       | 5,196,400                     |       | 5,186,047     |       | 4,742,754                                        |       | $ | 1.0957 |   | $ | 1.0935 |   |
| Class I    |       | 6,311,728                     |       | 6,299,150     |       | 5,948,484                                        |       | $ | 1.0611 |   | $ | 1.0590 |   |
|       |       | $                             | 30,465,360 |          | $          | 30,404,653                                       |       | 28,556,039 |   |   |   |   |   |

 

3.       FAIR VALUE AND OFF-BALANCE SHEET RISK

The nature of this Fundhas certain risks, which cannot all be presented on the financialstatements.  The following summarizessome of those risks.

### Market Risk

Derivative instrumentsinvolve varying degrees of off-balance sheet 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 Statement of FinancialCondition.  The Fund’s exposure to marketrisk is influenced by a number of factors, including the relationships amongthe derivative instruments held by the Fund as well as the volatility andliquidity of the markets in which the derivative instruments are traded.

The sponsor of theFund, Merrill Lynch Alternative Investments (“MLAI”), has procedures in placeintended to control market risk exposure, although there can be no assurancethat they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of AspectCapital Limited (“Aspect”), the trading advisor, calculating the Net AssetValue of the Fund as of the close of business on each day and reviewingoutstanding positions for over-concentrations. While MLAI does not intervene in the markets to hedge or diversify theFund’s market exposure, MLAI may urge Aspect to reallocate positions in anattempt to avoid over-concentrations. However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk controlprocedures will consist of the ongoing process of advisor monitoring, with themarket 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 the exchange.  In over-the-counter transactions, on theother 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

7

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mitigate this riskby 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 from commodity futurestrading accounts in the Statements of Financial Condition.

4.      RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board(“FASB”) issued Interpretation No. 48 (“FIN 48”) entitled “Accounting forUncertainty in Income Taxes — an interpretation of FASB Statement No. 109”. FIN48 prescribes the minimum recognition threshold a tax position must meet inconnection with accounting for uncertainties in income tax positions taken orexpected to be taken by an entity before being measured and recognized in thefinancial statements. Adoption of FIN 48 is required for fiscal years beginningafter December 15, 2006. The impact on the Fund financial statements, if any,is currently being assessed.

In September 2006, the Securities Exchange Commission(“SEC”) staff also issued Staff Accounting Bulletin No. 108,*“Considering the Effects of Prior Year Misstatementswhen Quantifying Misstatements in Current Year Financial Statements”*(“SAB 108”). While not an official rule or interpretation of the SEC, SAB 108was issued to address the diversity in practice in quantifying misstatementsfrom prior years and assessing their effect on current year financialstatements. SAB 108 is effective for the first annual period ending afterNovember 15, 2006, with early application encouraged. The Fund has assessed theimpact of SAB 108 on its financial statements and does not expect the impact ofadoption to be material to its 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.

8

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Item2:            Management’sDiscussion and Analysis of Financial 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.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2005       |       | n/a      |       | n/a      |       | n/a      |       | $        | 0.9690     |    | $          | 1.0071   |       | $        | 1.0401     |     | $          | 1.0206    |       | $ | 1.0532 |   | $ | 1.0499 |   |
| 2006       |       | $        | 1.0832     |     | $          | 1.0733   |       | $        | 1.1176     |    | $          | 1.1701   |       | $        | 1.1235     |     | $          | 1.1246    |       | $ | 1.0782 |   | $ | 1.0669 |   | $ | 1.0714 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |            |  |  |  |  |  |  |  |  |  |

 

Class C
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2005       |       | n/a      |       | n/a      |       | n/a      |       | $        | 0.9682     |    | $          | 1.0054   |       | $        | 1.0376     |     | $          | 1.0206    |       | $ | 1.0521 |   | $ | 1.0485 |   |
| 2006       |       | $        | 1.0768     |     | $          | 1.0662   |       | $        | 1.1093     |    | $          | 1.1595   |       | $        | 1.1115     |     | $          | 1.1131    |       | $ | 1.0663 |   | $ | 1.0543 |   | $ | 1.0579 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |            |  |  |  |  |  |  |  |  |  |

 

Class D
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2005       |       | n/a      |       | n/a      |       | n/a      |       | $        | 0.9702     |    | $          | 1.0096   |       | $        | 1.0447     |     | $          | 1.0308    |       | $ | 1.0655 |   | $ | 1.0663 |   |
| 2006       |       | $        | 1.1148     |     | $          | 1.1086   |       | $        | 1.1562     |    | $          | 1.2076   |       | $        | 1.1546     |     | $          | 1.1599    |       | $ | 1.1142 |   | $ | 1.1039 |   | $ | 1.1100 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |            |  |  |  |  |  |  |  |  |  |

 

Class I
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **Jul.** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|
| 2005       |       | n/a      |       | n/a      |       | n/a      |       | $        | 0.9693     |    | $          | 1.0078   |       | $        | 1.0417     |     | $          | 1.0188    |       | $ | 1.0520 |   | $ | 1.0442 |   |
| 2006       |       | $        | 1.0786     |     | $          | 1.0690   |       | $        | 1.1139     |    | $          | 1.1664   |       | $        | 1.1231     |     | $          | 1.1270    |       | $ | 1.0815 |   | $ | 1.0705 |   | $ | 1.0754 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |          |            |          |            |           |            |  |  |  |  |  |  |  |  |  |

 

Performance Summary

January 1, 2006 to September 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 indices reactedto strong mid-and small-cap U.S. corporate results, and sentiment regarding therate cycle, while Europe was lifted by large cap merger activity and highcommodity prices. The quarter ended with most major stock markets stillexperiencing an uptrend, driven by continued optimistic sentiment around themarkets.

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 labor

9

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disputes. Metalprices continued to rise through the end of the quarter driven by increasinglystrong 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. Thequarter ended with bonds posting profits for the Fund, due to profits from theshort position in Japanese ten year bonds. The Bank of Japan’s decision onMarch 9, 2006 to drop its policy of “quantitative easing” caused yields to risesharply. Profits were also posted from the program’s short position in theEuribor. The fall in price was triggered by various data releases fuellingexpectations of further rate hikes from the European Central Bank.

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 weakeningSwedish krona after bearish Swedish inflation figures, and from the strengtheningU.S. dollar. The Japanese yen presented problems, however, as it strengthenedamid speculation that Japanese rates might be raised sooner than expected.

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 itsstrong downward 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 generated for the Fund mid-quarter contrary to the highlyvolatile price action. Prices started to fall again at the end of the quarterdue to the Fund’s reduced, but remaining long positions.

The energy sector posted losses for the Fund. Modestgains were posted to the Fund beginning of the quarter only to fall midquarter. Equity markets corrected sharply amid concerns over rising inflationand speculation that the long bull market might be coming to an end. The Fund’slong positions suffered as a

10

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result, especially in the highly commodity-influencedFTSE 100 as energies and metals markets also fell sharply. Energy marketsproved difficult for the Fund, with the worst loss in crude oil. However, thequarter ended posting gains for the Fund from long positions in crude oil andshort 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 worst single performance at quarter’s end came from cocoa futures which wasa sharp reversal in June after two bearish months, affecting the Fund’s shortpositions.

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

July 1, 2006 to September 30, 2006

The Fund postedlosses for the quarter with stock indices and currencies posting gains whilemetals, agriculture, energy and interest rate sectors posted losses.

Stock indices werethe most profitable for the Fund. Long positions in stocks returned strongperformances as stocks rallied on the back of falling energy prices andconservative interest rate expectations. Stocks continued to perform wellthroughout the quarter and the quarter ended with an increasing number ofmarkets breaking through the May high.

The currencysector was also profitable for the Fund. In the beginning of the quarter, the British sterling and Australiandollar long positions posted gains which offset losses in the Eurodollar andEuro bunds short positions. Mid-quarter falling energy prices and conservativerate expectations aided the currency sector returns. The Bank of England andthe European Central Bank rate hikes strengthened the British pound and Eurolong positions, while Japanese yen short positions realized gains as thecurrency depreciated. Currencies finished quarter’s end in negative territory.Profit and loss were predominantly driven by movements in the U.S. dollar. Asthe U.S. dollar strengthened, gains were made by currency pairs adopting longU.S. dollar positions, however, these were outweighed by the pairs that hadtaken an opposing position.

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

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

The energy sectorwas not profitable for the Fund. Crude oil prices rose at the beginning of thequarter however, a sharp reversal in oil price movements, combined with a rapidrise in natural gas prices posted losses. Long positions mid-quarter sufferedlosses as fears surrounding the U.S. hurricane season, the closure of PrudhoeBay and the Israeli-Lebanese conflict begin to fade. Gains were posted atquarter’s

11

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end as the U.S.dollar strengthened, oil prices weakened and fears that a global economicslowdown would hamper the commodities rally. However, the gains were not enoughto offset the losses.

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

April 1, 2005 to September 30, 2005

April 1, 2005 to June 30, 2005

The Fund posted anoverall gain for the quarter after incurring losses early on.   The interest rate sector posted the majorityof the profits, followed by the currency and stock indices sectors.  Losses were posted in the metals,agriculture, and energy sectors.

Trading in interest rates was profitable throughoutthe quarter.  Short term interest rateswere profitable as speculation that the next move in U.K. interest rates couldbe downwards.  The Riskbank cut interestrates as well.  Speculation that the U.K.will likely cut interest rates before the end of the year continued.

The currency sector posted gains despite losses earlyon.  Currency markets were dominated bythe strengthening U.S. dollar and the Euro falling to seven month lows afterthe French rejected the European constitution. The currency markets were the most profitable towards the end of thequarter.

Trading in stock indices was also profitable for theFund.  Trading in stock indices wasturbulent in the beginning of the quarter as the sharp mid-month fallstriggered by the Asian indices impacted performance.  Mid-quarter global markets recovered andstock indices were a source of profit. The quarter ended with gains as European and Asian markets enjoyed agood month.

Losses were posted in the metals sector throughout themonth.  Base metal markets suffered asharp drop after copper reached new highs, hurting the long positions held inthe Fund.

Trading in agricultural commodities posted losses forthe Fund. Trading in soft agricultural markets attributed to these losses.

The largest losses were posted in the energysector.  Trading in energies wasdifficult as crude fell back from its highs, but remained volatile amidspeculation about refinery capacity issues. The downward trend in natural gascontinued throughout the quarter.

July 1, 2005 to September 30, 2005

Overall the Fundexperienced a gain for the quarter. The energy, stock indices, agriculture andmetals   sectors posted gains whilecurrencies and interest rates sectors posted losses.

The energy sectorposted the highest gains for the Fund. The beginning of the quarter hadvolatile reversals in price as bad weather threatened to disrupt supplies.Performance was dominated by the energy sector in the middle of the quarter dueto the Fund’s long positions reaping the benefits of the record high oilprices. Concerns over U.S. refinery problems pushed up prices of crude oil andits products. Crude oil fell back at the end of the quarter after HurricaneRita’s impact was less than what was originally feared. Profits in natural gasreached an all time high as refinery concerns continued.

Trading in stockindices was also profitable for the Fund. Trading in stock indices was strong throughout the quarter. The S&P500 reached four year highs and the Fund had strong returns from Asian indicesand the DAX index. The quarter ended with an upward trend in global equity markets,with the exception of a flat U.S. market which contributed to stock indexpositions performing strongly. Japanese stocks enjoyed particularly stronggrowth after Prime Minister Koizumi’s election victory and positive economicreports.

12

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The agriculturalsector was the third highest profit sector for the Fund. Trading short ingrains and cocoa attributed to the gains.

The metals sectorwas also profitable for the Fund. The metals sector posted small losses throughmid quarter. However, the gold market was a strong performer at the end ofquarter due to inflation being a bigger concern than slowing growth whichstimulated the gold market.

The currencysector posted losses for the Fund.  Thecurrency markets were very volatile in reaction to China ending its policy ofpegging its currency at 8.3 Chinese yuan to the U.S. dollar.  During the quarter, the U.S. dollar declinedagainst most major currencies due to the expected slowdown in growth because ofhigher energy prices in the U.S.

The interest ratesector was the least profitable for the Fund. Early in the quarter Japanese ten-year bonds were hit by the Chineseyuan revaluation and move to a managed floating exchange rate regime, andfailed to recover despite some economic data. U.S. bonds also slid amid a raftof strong economic data releases as well as the U.S. Federal Reserve Chairman,Alan Greenspan’s optimistic testimony to Congress. Interest rate positions alsodid poorly due to the short in Eurodollar profiting from the general weakeningin fixed income which continued its poor performance through mid quarter. Thiswas caused by fears that the hurricane season’s impact on U.S. consumerspending will mean no further rate hikes this year, and a December increase isno longer priced into the market. The quarter ended with fixed income marketsalso retreating, hurting the Fund’s long bonds positions but rewarding theshort in Euro dollar as U.S. rate tightening continued.

Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk

          Not applicable

Item4. Controls and Procedures

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

13

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PART II - OTHER INFORMATION
| Item 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Legal Proceedings                                   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
|  Neither the  Fund nor MLAI has ever been the subject of any material litigation. Merrill  Lynch is the 100% indirect owner of MLAI, MLPF&S and all other Merrill  Lynch entities involved in the operations of the Fund. Merrill Lynch as well  as certain of its subsidiaries and affiliates have been named as defendants  in civil actions, arbitration proceedings and claims arising out of their  respective business activities. Although the ultimate outcome of these  actions cannot be predicted at this time and the results of legal proceedings  cannot be predicted with certainty, it is the opinion of management that the  result of these matters will not be materially adverse to the business operations  or the financial condition of MLAI or the Fund. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Changes in Securities and Use of Proceeds           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (a)                                                 | None. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (b)                                                 | None. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (c)                                                 | None. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (d)                                                 | None. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |   |
| Item 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Defaults Upon Senior Securities                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | None.                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
| Item 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Submission of Matters to a Vote of Security Holders |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | None.                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
| Item 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Other Information                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | None.                                               |

 

14

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| Item 5(a). | Recent Sales of Unregistered Securities: Uses of  Proceeds From Registered Securities:                                                                                   |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                     |
|       | Issuance to accredited investors pursuant to Regulation  D and Section 4(6) under the Securities Act. The selling agent of the  following Class of Units was MLPF&S. |

 

 

CLASSA

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-06     |       | $                | 193,045    |       | 181,093    |             | $          | 1.0660 |   |
| Feb-06     |       | 276,896          |       | 255,628    |       | 1.0832           |       |
| Mar-06     |       | 629,668          |       | 586,665    |       | 1.0733           |       |
| Apr-06     |       | 666,891          |       | 596,717    |       | 1.1176           |       |
| May-06     |       | 651,288          |       | 556,609    |       | 1.1701           |       |
| Jun-06     |       | 2,109,035        |       | 1,877,201  |       | 1.1235           |       |
| Jul-06     |       | 1,533,088        |       | 1,363,230  |       | 1.1246           |       |
| Aug-06     |       | 876,502          |       | 812,931    |       | 1.0782           |       |
| Sep-06     |       | 285,665          |       | 267,751    |       | 1.0669           |       |
| Oct-06     |       | 1,153,525        |       | 1,076,552  |       | 1.0714           |       |
|            |            |                  |            |            |            |                  |            |  |  |

 

CLASSC

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-06     |       | $                | 2,522,952  |       | 2,379,021  |             | $          | 1.0605 |   |
| Feb-06     |       | 1,581,956        |       | 1,469,127  |       | 1.0768           |       |
| Mar-06     |       | 4,424,936        |       | 4,150,193  |       | 1.0662           |       |
| Apr-06     |       | 5,220,884        |       | 4,706,467  |       | 1.1093           |       |
| May-06     |       | 6,439,891        |       | 5,554,024  |       | 1.1595           |       |
| Jun-06     |       | 6,301,931        |       | 5,669,754  |       | 1.1115           |       |
| Jul-06     |       | 9,734,819        |       | 8,745,682  |       | 1.1131           |       |
| Aug-06     |       | 4,520,223        |       | 4,239,167  |       | 1.0663           |       |
| Sep-06     |       | 4,950,916        |       | 4,695,927  |       | 1.0543           |       |
| Oct-06     |       | 3,205,951        |       | 3,030,486  |       | 1.0579           |       |
|            |            |                  |            |            |            |                  |            |  |  |

 

CLASSD

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-06     |       | $                | 1,079,999  |       | 985,670    |             | $          | 1.0957 |   |
| Feb-06     |       | —           |       | —     |       | 1.1148           |       |
| Mar-06     |       | —           |       | —     |       | 1.1086           |       |
| Apr-06     |       | 6,196,498        |       | 5,358,902  |       | 1.1562           |       |
| May-06     |       | 4,987,527        |       | 4,130,115  |       | 1.2076           |       |
| Jun-06     |       | 84,999           |       | 73,618     |       | 1.1546           |       |
| Jul-06     |       | 1,166,147        |       | 1,005,386  |       | 1.1599           |       |
| Aug-06     |       | —           |       | —     |       | 1.1142           |       |
| Sep-06     |       | 53,729           |       | 48,672     |       | 1.1039           |       |
| Oct-06     |       | —           |       | —     |       | 1.1100           |       |
|            |            |                  |            |            |            |                  |            |  |  |

 

CLASSI

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-06     |       | $                | 70,998     |       | 66,910     |             | $          | 1.0611 |   |
| Feb-06     |       | 867,997          |       | 804,744    |       | 1.0786           |       |
| Mar-06     |       | 82,872           |       | 77,523     |       | 1.0690           |       |
| Apr-06     |       | 959,261          |       | 861,173    |       | 1.1139           |       |
| May-06     |       | 82,996           |       | 71,156     |       | 1.1664           |       |
| Jun-06     |       | 218,742          |       | 194,766    |       | 1.1231           |       |
| Jul-06     |       | 1,165,493        |       | 1,034,155  |       | 1.1270           |       |
| Aug-06     |       | 418,747          |       | 387,191    |       | 1.0815           |       |
| Sep-06     |       | 476,746          |       | 445,349    |       | 1.0705           |       |
| Oct-06     |       | 810,496          |       | 137,532    |       | 1.0754           |       |
|            |            |                  |            |            |            |                  |            |  |  |

 

----

(1)  Net Asset Value for all other purposes

Item6.            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:      Are filed herewith.

32.01 and

32.02               Section1350 Certifications

Exhibit 32.01

and 32.02       Are filed herewith.

15

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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 the undersignedthereunto duly authorized.
|                         | ML ASPECT FUTURESACCESS LLC   |
|-------------------------|-------------------------------|
|                    |                          |
|                    |                          |
|                    | By: MERRILL LYNCH ALTERNATIVE |   |
|                    | INVESTMENTS LLC               |   |
|                    | (General  Partner)            |   |
|                    |                          |
|                    |                          |
| Date: November 14, 2006 | By                            | /s/ BENJAMIN WESTON |   |
|                    |                          | Benjamin Weston |
|                    |                          | Chief Executive Officer and President |
|                    |                          | (Principal Executive Officer) |
|                    |                          |
|                    |                          |
| Date: November 14, 2006 |                          |
|                    | By                            | /s/ BARBRA E. KOCSIS |   |
|                    |                          | Barbra E. Kocsis |
|                    |                          | Chief Financial Officer |
|                    |                          | (Principal Financial and Accounting Officer) |
|                         |                               |  |  |  |  |

 

16

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