**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-Q**

** **

**(MarkOne)**

 

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

 

**For thequarterly period ended March 31, 2010**

 

**OR**

 

**o****         TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**For the transition period from                to                **

 

**Commission File Number 0-51085**

 

# **ML ASPECT FUTURESACCESS LLC**

(Exact Name of Registrant asspecified in its charter)

 

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

 

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

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

**250 Vesey Street**

**New York, New York 10080**

(Address of principalexecutive offices)

(Zip Code)

 

**212-449-3517**

(Registrant’s telephonenumber, including area code)

 

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

**New York, New York 10281**

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

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporatewebsite, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).  Yes o  No o

 

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

 

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

 

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

 

As of March 31, 2010,181,288,196 units of limited liability company interest were outstanding.

 

 

 

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**ML ASPECT FUTURESACCESS LLC**

 

QUARTERLY REPORT FOR MARCH 31, 2010 ON FORM 10-Q

 
|     |   |                                                                                        |   | **PAGE** |
|----------|--------|---------------------------------------------------------------------------------------------|--------|----------|
|     |   | PART I                                                                                 |   |     |
|     |   |                                                                                        |   |     |
| Item 1.  |   | Financial Statements                                                                        |   | 1        |
|     |   |                                                                                        |   |     |
| Item 2.  |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |   | 15       |
|     |   |                                                                                        |   |     |
| Item 3.  |   | Quantitative  and Qualitative Disclosures About Market Risk                                 |   | 20       |
|     |   |                                                                                        |   |     |
| Item 4T. |   | Controls and  Procedures                                                                    |   | 25       |
|     |   |                                                                                        |   |     |
|     |   | PART II                                                                                |   |     |
|     |   |                                                                                        |   |     |
| Item 1.  |   | Legal Proceedings                                                                           |   | 25       |
|     |   |                                                                                        |   |     |
| Item 1A. |   | Risk Factors                                                                                |   | 25       |
|     |   |                                                                                        |   |     |
| Item 2.  |   | Unregistered  Sales of Equity Securities and Use of Proceeds                                |   | 26       |
|     |   |                                                                                        |   |     |
| Item 3.  |   | Defaults  Upon Senior Securities                                                            |   | 27       |
|     |   |                                                                                        |   |     |
| Item 4.  |   | (Removed and  Reserved)                                                                     |   | 27       |
|     |   |                                                                                        |   |     |
| Item 5.  |   | Other Information                                                                           |   | 27       |
|     |   |                                                                                        |   |     |
| Item 6   |   | Exhibits                                                                                    |   | 27       |

 

----

 

PART I- FINANCIAL INFORMATION

 

Item 1.    FinancialStatements

 

ML ASPECT FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF FINANCIALCONDITION

(unaudited)

 
| ** **                                                                                                                      | ** ** | **March 31,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|-------------|-----------------------|------------|
| ** **                                                                                                                      | ** ** | **2010**           | ** **  | **2009**              | ** ** |
| **ASSETS:**                                                                                                                     |       |               |        |                  |       |
| Equity in commodity  futures trading accounts:                                                                                  |       |               |        |                  |       |
| Cash (including  restricted cash of $26,360,222 for 2010 and $30,538,024 for 2009)                                              |       | $                  | 262,525,951 |                  | $          | 269,793,907 |   |
| Net unrealized profit  on open contracts                                                                                        |       | 11,216,968         |        | —                |       |
| Cash and cash  equivalents                                                                                                      |       | 158,282            |        | 1,397,466             |       |
| Other assets                                                                                                                    |       | 2,837              |        | —                |       |
|                                                                                                                            |       |               |        |                  |       |
| **TOTAL  ASSETS**                                                                                                               |       | $                  | 273,904,038 |                  | $          | 271,191,373 |   |
|                                                                                                                            |       |               |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL:**                                                                                     |       |               |        |                  |       |
| LIABILITIES:                                                                                                                    |       |               |        |                  |       |
| Brokerage commissions  payable                                                                                                  |       | $                  | 12,659      |                  | $          | 84,821 |   |
| Sponsor and Advisory  fees payable                                                                                              |       | 627,374            |        | 1,940,265             |       |
| Redemptions payable                                                                                                             |       | 1,653,871          |        | 2,307,660             |       |
| Net unrealized loss on  open contracts                                                                                          |       | —             |        | 970,474               |       |
| Other liabilities                                                                                                               |       | 308,573            |        | 258,991               |       |
|                                                                                                                            |       |               |        |                  |       |
| Total liabilities                                                                                                               |       | 2,602,477          |        | 5,562,211             |       |
|                                                                                                                            |       |               |        |                  |       |
| MEMBERS’ CAPITAL:                                                                                                          |       |               |        |                  |       |
| Sponsor’s Interest  (20,647 Unitsand 20,647 Units)                                                                         |       | 28,847             |        | 27,998                |       |
| Members’ Interest  (181,267,549 Units and 183,714,476 Units)                                                               |       | 271,272,714        |        | 265,601,165           |       |
| Total members’ capital                                                                                                     |       | 271,301,561        |        | 265,629,162           |       |
|                                                                                                                            |       |               |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                                                                |       | $                  | 273,904,038 |                  | $          | 271,191,373 |   |
| ** **                                                                                                                      |       |               |        |                  |       |
| **NET  ASSET VALUE PER UNIT (SEE NOTE 4)**(Based on  181,288,196 and 183,735,123 Units outstanding; unlimited Units authorized) |       |               |        |                  |       |

 

See notes to financialstatements.

 

1

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited LiabilityCompany)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                    | ** ** | **For the three**  | ** ** | **For the three**  | ** ** |
|-----------------------------------------------|------------|--------------------|------------|--------------------|------------|
| ** **                                    | ** ** | **months ended**   | ** ** | **months ended**   | ** ** |
| ** **                                    | ** ** | **March 31,** | ** ** | **March 31,** | ** ** |
| ** **                                    | ** ** | **2010**           | ** ** | **2009**           | ** ** |
| **TRADING  PROFIT (LOSS):**                   | ** ** | ** **         | ** ** | ** **         | ** ** |
|                                          |       |               |       |               |       |
| Realized, net                                 |       | $                  | (1,066,232 | )                  | $          | 10,731,934 |   |
| Change in unrealized,  net                    |       | 12,187,442         |       | (15,126,419        | )          |
| Brokerage commissions                         |       | (133,208           | )          | (95,699            | )          |
|                                          |       |               |       |               |       |
| Total trading profit  (loss)                  |       | 10,988,002         |       | (4,490,184         | )          |
|                                          |       |               |       |               |       |
| **INVESTMENT  INCOME:**                       | ** ** | ** **         | ** ** | ** **         | ** ** |
| Interest                                      |       | (2,675             | )          | 24,172             |       |
|                                          |       |               |       |               |       |
| **EXPENSES:**                                 | ** ** | ** **         | ** ** | ** **         | ** ** |
| Management fee                                |       | 1,261,948          |       | 1,477,322          |       |
| Sponsor fee                                   |       | 584,451            |       | 786,264            |       |
| Performance fee                               |       | —             |       | 17,428             |       |
| Other                                         |       | 153,787            |       | 126,548            |       |
| Total expenses                                |       | 2,000,186          |       | 2,407,562          |       |
|                                          |       |               |       |               |       |
| **NET  INVESTMENT INCOME (LOSS)**             |       | (2,002,861         | )          | (2,383,389         | )          |
|                                          |       |               |       |               |       |
| **NET  INCOME (LOSS)**                        |       | $                  | 8,985,141  |               | $          | (6,873,574 | ) |
|                                          |       |               |       |               |       |
| **NET  INCOME (LOSS) PER UNIT:**              | ** ** | ** **         | ** ** | ** **         | ** ** |
| ** **                                    | ** ** | ** **         | ** ** | ** **         | ** ** |
| Weighted average number  of Units outstanding |       |               |       |               |       |
| Class A                                  |       | 15,552,967         |       | 18,280,429         |       |
| Class C                                  |       | 58,106,247         |       | 66,895,587         |       |
| Class D                                  |       | 6,256,747          |       | 6,915,976          |       |
| Class I                                  |       | 5,586,097          |       | 7,992,373          |       |
| Class DS                                 |       | 59,250,339         |       | 43,066,919         |       |
| Class DT                                 |       | 39,792,047         |       | 49,409,687         |       |
|                                          |       |               |       |               |       |
| Net income (loss) per  weighted average Unit  |       |               |       |               |       |
| Class A                                  |       | $                  | 0.0446     |               | $          | (0.0367 | ) |
| Class C                                  |       | $                  | 0.0382     |               | $          | (0.0393 | ) |
| Class D                                  |       | $                  | 0.0547     |               | $          | (0.0346 | ) |
| Class I                                  |       | $                  | 0.0490     |               | $          | (0.0335 | ) |
| Class DS                                 |       | $                  | 0.0546     |               | $          | (0.0357 | ) |
| Class DT                                 |       | $                  | 0.0557     |               | $          | (0.0310 | ) |

 

See notes to financial statements.

 

2

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the three months ended March 31, 2010 and2009

(unaudited in Units)

 
| ** **                 | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital March** | ** ** |
|----------------------------|------------|----------------------------|------------|-------------------|------------|-----------------|------------|---------------------------|------------|----------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------|------------|
| ** **                 | ** ** | **December 31, 2008** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **March 31, 2009**   | ** ** | **December 31, 2009** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **31, 2010**                    | ** ** |
| Class A               |       | 18,704,606                 |       | 505,533           |       | (1,489,740      | )          | 17,720,399                |       | 15,485,685                 |       | 316,574           |       | (542,435        | )          | 15,259,824                      |       |
| Class C               |       | 68,270,745                 |       | 1,530,350         |       | (6,192,317      | )          | 63,608,778                |       | 58,603,514                 |       | 950,994           |       | (3,531,179      | )          | 56,023,329                      |       |
| Class D               |       | 6,915,976                  |       | —            |       | —          |       | 6,915,976                 |       | 6,256,747                  |       | —            |       | —          |       | 6,256,747                       |       |
| Class I               |       | 8,961,247                  |       | 177,868           |       | (1,739,360      | )          | 7,399,755                 |       | 5,483,592                  |       | 379,014           |       | (62,598         | )          | 5,800,008                       |       |
| Class DS              |       | 41,543,859                 |       | 2,263,738         |       | —          |       | 43,807,597                |       | 57,165,976                 |       | 2,355,597         |       | (402,935        | )          | 59,118,638                      |       |
| Class DT              |       | 50,625,248                 |       | —            |       | (3,303,555      | )          | 47,321,693                |       | 40,718,962                 |       | —            |       | (1,909,959      | )          | 38,809,003                      |       |
|                       |       |                       |       |              |       |            |       |                      |       |                       |       |              |       |            |       |                            |       |
| Total Members’ Units  |       | 195,021,681                |       | 4,477,489         |       | (12,724,972     | )          | 186,774,198               |       | 183,714,476                |       | 4,002,179         |       | (6,449,106      | )          | 181,267,549                     |       |
|                       |       |                       |       |              |       |            |       |                      |       |                       |       |              |       |            |       |                            |       |
| Class A               |       | 10,319                     |       | —            |       | —          |       | 10,319                    |       | 10,319                     |       | —            |       | —          |       | 10,319                          |       |
| Class C               |       | 10,328                     |       | —            |       | —          |       | 10,328                    |       | 10,328                     |       | —            |       | —          |       | 10,328                          |       |
|                       |       |                       |       |              |       |            |       |                      |       |                       |       |              |       |            |       |                            |       |
| Total Sponsor’s Units |       | 20,647                     |       | —            |       | —          |       | 20,647                    |       | 20,647                     |       | —            |       | —          |       | 20,647                          |       |

 

See notes to financial statements.

 

3

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the three months ended March 31, 2010 and2009

(unaudited)

 
| ** **                     | ** ** | **Members’ Capital**  | ** **  | ** **        | ** ** | ** **      | ** ** | **Net Income** | ** **  | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** **  | ** **      | ** ** | **Net Income** | ** ** | **Members’ Capital** | ** ** |
|--------------------------------|------------|----------------------------|-------------|-------------------|------------|-----------------|------------|----------------|-------------|---------------------------|------------|----------------------------|------------|-------------------|-------------|-----------------|------------|----------------|------------|---------------------------|------------|
| ** **                     | ** ** | **December 31, 2008** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **(Loss)**     | ** **  | **March 31, 2009**   | ** ** | **December 31, 2009** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **(Loss)**     | ** ** | **March 31, 2010**   | ** ** |
| Class A                   |       | $                          | 29,790,712  |              | $          | 809,641         |       | $              | (2,377,789  | )                         | $          | (669,749                   | )          | $                 | 27,552,815  |            | $          | 21,461,284     |       | $                         | 430,906    |   | $ | (754,021 | ) | $ | 692,487 |   | $ | 21,830,656 |   |
| Class C                   |       | 105,091,001                |        | 2,367,810         |       | (9,483,487      | )          | (2,625,533     | )           | 95,349,791                |       | 77,715,571                 |       | 1,236,939         |        | (4,674,972      | )          | 2,221,737      |       | 76,499,275                |       |
| Class D                   |       | 11,849,514                 |        | —            |       | —          |       | (239,215       | )           | 11,610,299                |       | 9,471,276                  |       | —            |        | —          |       | 342,360        |       | 9,813,636                 |       |
| Class I                   |       | 14,465,113                 |        | 289,993           |       | (2,814,481      | )          | (267,637       | )           | 11,672,988                |       | 7,737,926                  |       | 533,197           |        | (87,758         | )          | 273,608        |       | 8,456,973                 |       |
| Class DS                  |       | 70,902,871                 |        | 3,885,451         |       | —          |       | (1,536,629     | )           | 73,251,693                |       | 86,166,473                 |       | 3,534,243         |        | (606,578        | )          | 3,236,684      |       | 92,330,822                |       |
| Class DT                  |       | 88,302,264                 |        | —            |       | (5,782,848      | )          | (1,534,001     | )           | 80,985,415                |       | 63,048,635                 |       | —            |        | (2,924,699      | )          | 2,217,416      |       | 62,341,352                |       |
| ** **                     | ** ** | ** **                 | ** **  | ** **        | ** ** | ** **      | ** ** | ** **     | ** **  | ** **                | ** ** | ** **                 | ** ** | ** **        | ** **  | ** **      | ** ** | ** **     | ** ** | ** **                | ** ** |
| Total Members’ Interest   |       | $                          | 320,401,475 |              | $          | 7,352,895       |       | $              | (20,458,605 | )                         | $          | (6,872,764                 | )          | $                 | 300,423,000 |            | $          | 265,601,165    |       | $                         | 5,735,285  |   | $ | (9,048,028 | ) | $ | 8,984,292 |   | $ | 271,272,714 |   |
|                           |       |                       |        |              |       |            |       |           |        |                      |       |                       |       |              |        |            |       |           |       |                      |       |
| Class A                   |       | $                          | 16,435      |              | $          | —          |       | $              | —      |                      | $          | (392                       | )          | $                 | 16,043      |            | $          | 14,303         |       | $                         | —     |   | $ | — |   | $ | 459 |   | $ | 14,762 |   |
| Class C                   |       | 15,896                     |        | —            |       | —          |       | (418           | )           | 15,478                    |       | 13,695                     |       | —            |        | —          |       | 390            |       | 14,085                    |       |
|                           |       |                       |        |              |       |            |       |           |        |                      |       |                       |       |              |        |            |       |           |       |                      |       |
| Total Sponsor’s  Interest |       | $                          | 32,331      |              | $          | —          |       | $              | —      |                      | $          | (810                       | )          | $                 | 31,521      |            | $          | 27,998         |       | $                         | —     |   | $ | — |   | $ | 849 |   | $ | 28,847 |   |
|                           |       |                       |        |              |       |            |       |           |        |                      |       |                       |       |              |        |            |       |           |       |                      |       |
| Total Members’ Capital    |       | $                          | 320,433,806 |              | $          | 7,352,895       |       | $              | (20,458,605 | )                         | $          | (6,873,574                 | )          | $                 | 300,454,522 |            | $          | 265,629,163    |       | $                         | 5,735,285  |   | $ | (9,048,028 | ) | $ | 8,985,141 |   | $ | 271,301,561 |   |

 

See notes to financialstatements.

 

4

----

 

ML ASPECTFUTURESACCESS LLC

(A DelawareLimited Liability Company)

 

FINANCIAL DATAHIGHLIGHTS

FOR THE THREEMONTHS ENDED MARCH 31, 2010 (unaudited)

 

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

 
| ** **                                                       | ** ** | **Class A** | ** ** | **Class C** | ** ** | **Class D** | ** ** | **Class I** | ** ** | **Class DS** | ** ** | **Class DT** | ** ** |
|------------------------------------------------------------------|------------|------------------|------------|------------------|------------|------------------|------------|------------------|------------|-------------------|------------|-------------------|------------|
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| **Per  Unit Operating Performance:**                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net asset value,  beginning of period                            |       | $                | 1.3859     |             | $          | 1.3261           |       | $                | 1.5138     |              | $          | 1.4111            |       | $ | 1.5073 |   | $ | 1.5484 |   |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net realized and net  change in unrealized trading profit (loss) |       | 0.0584           |       | 0.0557           |       | 0.0640           |       | 0.0595           |       | 0.0637            |       | 0.0655            |       |
| Brokerage commissions                                            |       | (0.0007          | )          | (0.0007          | )          | (0.0008          | )          | (0.0007          | )          | (0.0008           | )          | (0.0008           | )          |
| Interest income                                                  |       | (0.0000          | )          | (0.0000          | )          | (0.0000          | )          | (0.0000          | )          | (0.0000           | )          | (0.0000           | )          |
| Expenses                                                         |       | (0.0130          | )          | (0.0156          | )          | (0.0085          | )          | (0.0118          | )          | (0.0084           | )          | (0.0067           | )          |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net asset value, end of  period                                  |       | $                | 1.4306     |             | $          | 1.3655           |       | $                | 1.5685     |              | $          | 1.4581            |       | $ | 1.5618 |   | $ | 1.6064 |   |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| **Total  Return: (a)**                                           |       |             |       |             |       |             |       |             |       |              |       |              |       |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Total return before  Performance fees                            |       | 3.23             | %          | 2.97             | %          | 3.61             | %          | 3.33             | %          | 3.61              | %          | 3.74              | %          |
| Performance fees                                                 |       | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00              | %          | 0.00              | %          |
| Total return after  Performance fees                             |       | 3.23             | %          | 2.97             | %          | 3.61             | %          | 3.33             | %          | 3.61              | %          | 3.74              | %          |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| **Ratios  to Average Members’ Capital:**                    |       |             |       |             |       |             |       |             |       |              |       |              |       |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Expenses (excluding  Performance fees)                           |       | 0.94             | %          | 1.19             | %          | 0.56             | %          | 0.84             | %          | 0.44              | %          | 0.56              | %          |
| Performance fees                                                 |       | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00             | %          | 0.00              | %          | 0.00              | %          |
| Expenses (including  Performance fees)                           |       | 0.94             | %          | 1.19             | %          | 0.56             | %          | 0.84             | %          | 0.44              | %          | 0.56              | %          |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net investment income  (loss)                                    |       | -0.94            | %          | -1.19            | %          | -0.56            | %          | -0.84            | %          | -0.44             | %          | -0.56             | %          |

 

----

(a) The total returncalculations are based on compounded monthly returns and is calculated for eachclass taken as a whole. 

 

An individual members’return may vary from these returns based on timing of capital transactions. 

 

See notes to financialstatements.

 

5

----

 

ML ASPECTFUTURESACCESS LLC

(A DelawareLimited Liability Company)

 

FINANCIAL DATAHIGHLIGHTS

FOR THE THREEMONTHS ENDED MARCH 31, 2009 (unaudited)

 

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

 
| ** **                                                       | ** ** | **Class A** | ** ** | **Class C** | ** ** | **Class D** | ** ** | **Class I** | ** ** | **Class DS** | ** ** | **Class DT** | ** ** |
|------------------------------------------------------------------|------------|------------------|------------|------------------|------------|------------------|------------|------------------|------------|-------------------|------------|-------------------|------------|
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| **Per  Unit Operating Performance:**                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net asset value,  beginning of period                            |       | $                | 1.5927     |             | $          | 1.5393           |       | $                | 1.7134     |              | $          | 1.6142            |       | $ | 1.7067 |   | $ | 1.7442 |   |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net realized and net  change in unrealized trading profit (loss) |       | (0.0230          | )          | (0.0221          | )          | (0.0248          | )          | (0.0233          | )          | (0.0247           | )          | (0.0253           | )          |
| Brokerage commissions                                            |       | (0.0005          | )          | (0.0005          | )          | (0.0005          | )          | (0.0005          | )          | (0.0005           | )          | (0.0005           | )          |
| Interest income                                                  |       | 0.0001           |       | 0.0001           |       | 0.0001           |       | 0.0001           |       | 0.0001            |       | 0.0001            |       |
| Expenses                                                         |       | (0.0147          | )          | (0.0180          | )          | (0.0092          | )          | (0.0124          | )          | (0.0097           | )          | (0.0075           | )          |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net asset value, end of  period                                  |       | $                | 1.5546     |             | $          | 1.4988           |       | $                | 1.6790     |              | $          | 1.5781            |       | $ | 1.6719 |   | $ | 1.7110 |   |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| **Total  Return: (a)**                                           |       |             |       |             |       |             |       |             |       |              |       |              |       |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Total return before  Performance fees                            |       | -2.39            | %          | -2.63            | %          | -2.02            | %          | -2.29            | %          | -2.02             | %          | -1.90             | %          |
| Performance fees                                                 |       | 0.00             | %          | 0.00             | %          | -0.01            | %          | 0.01             | %          | -0.02             | %          | 0.00              | %          |
| Total return after  Performance fees                             |       | -2.39            | %          | -2.63            | %          | -2.03            | %          | -2.28            | %          | -2.04             | %          | -1.90             | %          |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| **Ratios  to Average Members’ Capital:**                    |       |             |       |             |       |             |       |             |       |              |       |              |       |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Expenses (excluding  Performance fees)                           |       | 0.91             | %          | 1.16             | %          | 0.54             | %          | 0.81             | %          | 0.54              | %          | 0.41              | %          |
| Performance fees                                                 |       | -0.01            | %          | -0.01            | %          | 0.00             | %          | -0.02            | %          | 0.01              | %          | -0.01             | %          |
| Expenses (including  Performance fees)                           |       | 0.90             | %          | 1.15             | %          | 0.54             | %          | 0.79             | %          | 0.55              | %          | 0.40              | %          |
|                                                             |       |             |       |             |       |             |       |             |       |              |       |              |       |
| Net investment income  (loss)                                    |       | -0.90            | %          | -1.15            | %          | -0.54            | %          | -0.79            | %          | -0.54             | %          | -0.40             | %          |

 

----

(a) The total returncalculations are based on compounded monthly returns and is calculated for eachclass taken as a whole. 

 

An individual members’return may vary from these returns based on timing of capital transactions. 

 

See notes to financialstatements.

 

6

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ML ASPECT FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

1.     SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

 

ML Aspect FuturesAccess LLC (the “Fund”) was organized under theDelaware Limited Liability Company Act on May 17, 2004 and commencedtrading activities on April 1, 2005. The Fund issues new units of limitedliability company interest (“Units”) at Net Asset Value per Unit (see Item 2for discussion of net asset value and net asset value per unit for subscriptionsand redemptions purposes hereinafter referred to as Net Asset Value and NetAsset Value per Unit) as of the beginning of each calendar month. The Fundengages in the speculative trading of futures, options on futures and forwardcontracts on a wide range of commodities. Aspect Capital Limited (“Aspect” orthe Trading Advisor) is the Trading Advisor of the Fund.

 

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

 

In the opinion of management, these interim financial statementscontain all adjustments, consisting only of normal recurring adjustments,necessary for a fair statement of the financial position of the Fund as of March 31,2010, and the results of its operations for the three months ended March 31,2010 and 2009.  However, the operatingresults for the interim periods may not be indicative of the results for thefull year.

 

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“U.S. GAAP”) have been omitted.  These financial statements should be read inconjunction with the financial statements and notes thereto included in theFund’s Annual Report on Form 10-K filed with the Securities and ExchangeCommission for the year ended December 31, 2009.

 

The Fund offers six Classes of Units: Class A, Class C, Class D, DT, DS, and Class I.  Each Class of Units except for DT and DSwas offered at $1.00 per Unit during the initial offering period andsubsequently is offered at Net Asset Value per Unit (see Note 4).  Class DS commenced on April 2, 2007and was offered at 1.1631 and Class DT commenced on June 1, 2007 andwas offered at $1.2795.  The six Classesof Units are subject to different Sponsor fees.

 

7

----

 

Interests in the Fund arenot insured or otherwise protected by the Federal Deposit Insurance Corporationor any other government authority. Interests are not deposits or other obligations of, and are notguaranteed by, Bank of America or any of its affiliates or by any bank.  Interests are subject to investment risks,including the possible loss of the full amount invested.

 

Estimates

 

The preparation of financial statements in conformity with U.S. GAAPrequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period.  Actual results could differ from thoseestimates.

 

8

----

 

2.               CONDENSED SCHEDULES OFINVESTMENTS

 

The Fund’s investments, defined as Netunrealized profit (loss) on open contracts in the Statements of FinancialCondition, as of March 31, 2010, and December 31, 2009 are asfollows:

 

**March 31,2010**

 
| ** **                  | ** ** | **Long Positions** | ** ** | **Short Positions**    | ** ** | **Net Unrealized**             | ** ** | ** **         | ** ** | ** **             | ** ** |
|-----------------------------|------------|--------------------|------------|------------------------|------------|--------------------------------|------------|--------------------|------------|------------------------|------------|
| **Commodity Industry** | ** ** | **Number of** | ** ** | **Unrealized**         | ** ** | **Percent of**            | ** ** | **Number of** | ** ** | **Unrealized**         | ** ** | **Percent of** | ** ** | **Profit (Loss)** | ** ** | **Percent of** | ** ** | ** ** | ** ** |
| **Sector**                  | ** ** | **Contracts**      | ** ** | **Profit (Loss)** | ** ** | **Members’ Capital** | ** ** | **Contracts**      | ** ** | **Profit (Loss)** | ** ** | **Members’ Capital** | ** ** | **on Open Positions** | ** ** | **Members’ Capital** | ** ** | **Maturity Dates** | ** ** |
|                        |       |               |       |                   |       |                           |       |               |       |                   |       |   |   |   |   |   |   |   |   |
| Agriculture                 |       | 558                |       | $                      | 285,500    |                           | 0.11       | %                  | (1,720     | )                      | $          | 614,761 |   | 0.23 | % | $ | 900,261 |   | 0.34 | % | April 2010 - July 2010 |   |
| Currencies                  |       | 4,631,154,483      |       | (81,422                | )          | -0.03                          | %          | (2,201,180,685     | )          | 322,876                |       | 0.12 | % | 241,454 |   | 0.09 | % | March 2011 |   |
| Energy                      |       | 634                |       | 1,399,995              |       | 0.52                           | %          | (153               | )          | 404,840                |       | 0.15 | % | 1,804,835 |   | 0.67 | % | April 2010 - May 2010 |   |
| Interest rates              |       | 7,979              |       | 4,519,384              |       | 1.67                           | %          | (1,913             | )          | 402,362                |       | 0.15 | % | 4,921,746 |   | 1.82 | % | June 2010 - September 2012 |   |
| Metals                      |       | 412                |       | 1,590,317              |       | 0.59                           | %          | (62                | )          | (95,949                | )          | -0.04 | % | 1,494,368 |   | 0.55 | % | May 2010 - July 2010 |   |
| Stock indices               |       | 2,364              |       | 1,854,304              |       | 0.68                           | %          | —             |       | —                 |       | 0.00 | % | 1,854,304 |   | 0.68 | % | April 2010 - June 2010 |   |
|                        |       |               |       |                   |       |                           |       |               |       |                   |       |   |   |   |   |   |   |   |   |
| Total                       |       |               |       | $                      | 9,568,078  |                           | 3.54       | %                  |       |                   | $          | 1,648,890 |   | 0.61 | % | $ | 11,216,968 |   | 4.15 | % |   |   |

 

**December 31, 2009**

 
| ** **                  | ** ** | **Long Positions** | ** ** | **Short Positions**    | ** ** | **Net Unrealized**             | ** ** | ** **         | ** ** | ** **             | ** ** |
|-----------------------------|------------|--------------------|------------|------------------------|------------|--------------------------------|------------|--------------------|------------|------------------------|------------|
| **Commodity Industry** | ** ** | **Number of** | ** ** | **Unrealized**         | ** ** | **Percent of**            | ** ** | **Number of** | ** ** | **Unrealized**         | ** ** | **Percent of** | ** ** | **Profit (Loss)** | ** ** | **Percent of** | ** ** | ** ** | ** ** |
| **Sector**                  | ** ** | **Contracts**      | ** ** | **Profit (Loss)** | ** ** | **Members’ Capital** | ** ** | **Contracts**      | ** ** | **Profit (Loss)** | ** ** | **Members’ Capital** | ** ** | **on Open Positions** | ** ** | **Members’ Capital** | ** ** | **Maturity Dates** | ** ** |
|                        |       |               |       |                   |       |                           |       |               |       |                   |       |   |   |   |   |   |   |   |   |
| Agriculture                 |       | 1,523              |       | $                      | 2,546,812  |                           | 0.96       | %                  | (856       | )                      | $          | (68,607 | ) | -0.03 | % | $ | 2,478,205 |   | 0.93 | % | January 2010 - March 2010 |   |
| Currencies                  |       | 70,150,008         |       | (354,360               | )          | -0.13                          | %          | (177,950,000       | )          | (600,291               | )          | -0.23 | % | (954,651 | ) | -0.36 | % | January 2010 |   |
| Energy                      |       | 380                |       | 738,906                |       | 0.27                           | %          | (46                | )          | 146,890                |       | 0.06 | % | 885,796 |   | 0.33 | % | February 2010 |   |
| Interest rates              |       | 10,072             |       | (4,193,429             | )          | -1.58                          | %          | (413               | )          | 82,065                 |       | 0.03 | % | (4,111,364 | ) | -1.55 | % | March 2010 - June 2010 |   |
| Metals                      |       | 940                |       | (1,151,067             | )          | -0.43                          | %          | (28                | )          | (161,195               | )          | -0.06 | % | (1,312,262 | ) | -0.49 | % | February 2010 - April 2010 |   |
| Stock indices               |       | 2,275              |       | 2,052,362              |       | 0.77                           | %          | (23                | )          | (8,560                 | )          | 0.00 | % | 2,043,802 |   | 0.77 | % | January 2010 - March 2010 |   |
|                        |       |               |       |                   |       |                           |       |               |       |                   |       |   |   |   |   |   |   |   |   |
| Total                       |       |               |       | $                      | (360,776   | )                              | -0.14      | %                  |       |                   | $          | (609,698 | ) | -0.23 | % | $ | (970,474 | ) | -0.37 | % |   |   |

 

No individual contract’s unrealized gain or losscomprised greater than 5% of the Members’ Capital as of March 31, 2010 andDecember 31, 2009.

 

9

----

 

3.               FAIR VALUE OF INVESTMENTS

 

TheFinancial Accounting Standards Board (“FASB”) issued the AccountingStandards Codification (“ASC”) which provides authoritative guidance on fairvalue measurement. This guidance defines fair value, establishes a frameworkfor measuring fair value and expands disclosures about fair value measurements.

 

Fair value of an investmentis the amount that would be received to sell the investment in an orderlytransaction between market participants at the measurement date (i.e. the exitprice). All investments (including derivative financialinstruments and derivative commodity instruments) are held for tradingpurposes.  The investments are recordedon trade date and open contracts are recorded at fair value (described below)at the measurement date. Investments denominated in foreign currencies aretranslated into U.S. dollars at the exchange rates prevailing at themeasurement date.  Gains or losses arerealized when contracts are liquidated. Unrealized gains or losses on open contracts are included in Equity incommodity futures trading account.  Anychange in net unrealized gain or loss from the preceding period is reported inthe Statements of Operations.

 

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

 

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

 

LevelI — Quoted prices are available in active markets for identical investments asof the reporting date. The type of investments included in Level I are publiclytraded investments. As required by the fair market value measurement guidance,the Fund does not adjust the quoted price for these investments even insituations where the Fund holds a large position and a sale could reasonablyimpact the quoted price.

 

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

 

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

 

10

----

 

In certain cases, the inputs used to measure fair value may fall intodifferent levels of the fair value hierarchy. In such cases, an investment’slevel within the fair value hierarchy is based on the lowest level of inputthat is significant to the Fair Value Measurement. MLAI’s assessment of thesignificance of a particular input to the Fair Value Measurement in itsentirety requires judgment, and considers factors specific to the investment.

 

Following is a descriptionof the valuation methodologies used for investments, as well as the generalclassification of such investments pursuant to the valuation hierarchy.

 

Exchange traded investmentsare fair valued by the Fund by using the reported closing price on the primaryexchange where it trades such investments. These closing prices are observed through the clearing broker and thirdparty pricing services. For non-exchange traded investments, quoted values andother data provided by nationally recognized independent pricing sources areused as inputs into its process for determining fair values.

 

The independent pricingsources obtain market quotations and actual transaction prices for securitiesthat have quoted prices in active markets. Each source has its own proprietarymethod for determining the fair value of securities that are not activelytraded. In general, these methods involve the use of “matrix pricing” in whichthe independent pricing source uses observable market inputs including, but notlimited to, investment yields, credit risks and spreads, benchmarking of likesecurities, broker-dealer quotes, reported trades and sector groupings todetermine a reasonable fair market value.

 

The Fund has determined thatLevel I securities would include all of its futures and options contracts whereit believes that quoted prices are available in an active market.

 

Where the Fund believes thatquoted market prices are not available or that the market is not active, fairvalues are estimated by using quoted prices of securities with similarcharacteristics, pricing models or matrix pricing and these are generallyclassified as Level II securities. The Fund determined that Level II securitieswould include its forward contracts.

 

TheFund’s net unrealized profit (loss) on open forward and futures contracts as ofMarch 31, 2010 and December 31, 2009 are as follows:

 
| **March 31, 2010** | ** ** | **Unrealized  Long Positions** | ** ** | **Unrealized  Short Positions** | ** ** | **Total** | ** ** |
|-------------------------|------------|--------------------------------|------------|---------------------------------|------------|-----------|------------|
| Futures                 |       | $                              | 9,649,500  |                            | $          | 1,326,014 |       | $ | 10,975,514 |   |
| Forwards                |       | $                              | (81,422    | )                               | $          | 322,876   |       | $ | 241,454 |   |
| Total                   |       | $                              | 9,568,078  |                            | $          | 1,648,890 |       | $ | 11,216,968 |   |

 
| **December 31, 2009** | ** ** | **Unrealized  Long Positions** | ** ** | **Unrealized  Short Positions** | ** ** | **Total** | ** ** |
|----------------------------|------------|--------------------------------|------------|---------------------------------|------------|-----------|------------|
| Futures                    |       | $                              | (65,216    | )                               | $          | (9,408    | )          | $ | (74,624 | ) |
| Forwards                   |       | $                              | (295,560   | )                               | $          | (600,290  | )          | $ | (895,850 | ) |
| Total                      |       | $                              | (360,776   | )                               | $          | (609,698  | )          | $ | (970,474 | ) |

 

The Fund’s volume of trading forward and futures as of the quarter andyear ended March 31, 2010 and December 31, 2009, respectively arerepresentative of the activity throughout these periods.

 

11

----

 

The following table summarizes the valuation of the Fund’s investmentsby the above fair value hierarchy levels as of March 31, 2010 and December 31,2009:

 
| **Net unrealized**     | ** ** | ** ** | ** ** | ** **   | ** ** | ** **    | ** ** | ** **     | ** ** |
|------------------------|------------|------------|------------|--------------|------------|---------------|------------|----------------|------------|
| **profit (loss)**      | ** ** | ** ** | ** ** | ** **   | ** ** | ** **    | ** ** | ** **     | ** ** |
| **on open contracts**  | ** ** | **Total**  | ** ** | **Level  I** | ** ** | **Level  II** | ** ** | **Level  III** | ** ** |
|                   |       |       |       |         |       |          |       |           |       |
| March 31, 2010    |       | $          | 11,216,968 |         | $          | 9,722,679     |       | $              | 1,494,289  |   | $ | — |   |
| December 31, 2009 |       | $          | (970,474   | )            | $          | (1,107,360    | )          | $              | 136,886    |   | $ | — |   |

 

There were no significant transfers to or from LevelI or II during the quarter ended March 31, 2010.

 

The Fund engages in the speculative trading of futures, options onfutures and forward contracts on a wide range of commodities. Such contractsmeet the definition of a derivative as noted in the guidance for derivatives and hedging activities.The fair value amounts of and the gains and losses on derivative instruments isdisclosed in the Statements of Financial Condition and Statements ofOperations, respectively. There are no credit related contingent featuresembedded in these derivative contracts.

 

The followingtable indicates the trading gains and losses, by commodity industry sector, onderivative instruments for the three month periods ended March 31, 2010and 2009:

 
| ** **             | ** ** | **For  the three months ended** | ** ** | **For  the three months ended** | ** ** |
|------------------------|------------|---------------------------------|------------|---------------------------------|------------|
| ** **             | ** ** | **March 31,  2010**        | ** ** | **March 31,  2009**        | ** ** |
| **Commodity Industry** | ** ** | **Gain  (loss)**                | ** ** | **Gain  (loss)**                | ** ** |
| **Sector**             | ** ** | **from  trading**               | ** ** | **from  trading**               | ** ** |
|                   |       |                            |       |                            |       |
|                   |       |                            |       |                            |       |
| Agriculture            |       | $                               | (2,892,951 | )                               | $          | (1,205,296 | ) |
| Currencies             |       | 3,535,978                       |       | (3,067,135                      | )          |
| Energy                 |       | 69,523                          |       | 2,564,839                       |       |
| Interest  rates        |       | 14,009,578                      |       | (109,664                        | )          |
| Metals                 |       | (2,127,674                      | )          | (1,074,936                      | )          |
| Stock  indices         |       | (1,473,244                      | )          | (1,502,293                      | )          |
|                   |       |                            |       |                            |       |
| Total                  |       | $                               | 11,121,210 |                            | $          | (4,394,485 | ) |

 

12

----

 

TheFund is subject to the risk of insolvency of a counterparty, an exchange, aclearinghouse or MLPF&S.  Fund assetscould be lost or impounded during lengthy bankruptcy proceedings.  Were a substantial portion of the Fund’scapital tied up in a bankruptcy or other similar types of proceedings, MLAImight suspend or limit trading, perhaps causing the Fund to miss significantprofit opportunities.  There areincreased risks in dealing with unregulated trading counterparties includingthe risk that assets may not benefit from the protection afforded to “customerfunds” deposited with regulated dealers and brokers.

 

4.               NET ASSET VALUEPER UNIT

 

The Net Asset Value per Unit of the different Classes at March 31,2010 and December 31, 2009 are as follows:

 
| March 31,  2010          |
|-------------------------------|
|                          |
| **Net  Asset Value per Unit** | ** ** |
| Class A                  |   | $ | 1.4306 |   |
| Class C                  |   | 1.3655 |   |
| Class D                  |   | 1.5685 |   |
| Class I                  |   | 1.4581 |   |
| Class DS                 |   | 1.5618 |   |
| Class DT                 |   | 1.6064 |   |
|                               |  |  |  |  |

 
| December 31,  2009       |
|-------------------------------|
|                          |
| **Net  Asset Value per Unit** | ** ** |
| Class A                  |   | $ | 1.3859 |   |
| Class C                  |   | 1.3261 |   |
| Class D                  |   | 1.5138 |   |
| Class I                  |   | 1.4111 |   |
| Class DS                 |   | 1.5073 |   |
| Class DT                 |   | 1.5484 |   |
|                               |  |  |  |  |  |

 

5.               MARKET ANDCREDIT RISK

 

The nature of this Fund has certain risks, which cannot be presented onthe financial statements.  The followingsummarizes some of those risks.

 

### MarketRisk

###  

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

 

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

 

13

----

 

Credit Risk

 

The risks associated with exchange-traded contracts are typicallyperceived to be less than those associated with over-the-counter(non-exchange-traded) transactions, because exchanges typically provideclearinghouse arrangements in which the collective credit (in some caseslimited in amount, in some cases not) of the members of the exchange is pledgedto 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 risk associated with these instruments from counterpartynonperformance is the net unrealized profit on open contracts, if any, includedin the Statements of Financial Condition. The Fund attempts to mitigate thisrisk by dealing exclusively with Merrill Lynch entities as clearing brokers.

 

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

 

Indemnifications

 

In the normalcourse of business, the Fund has entered, or may in the future enter into agreementsthat obligate the Fund to indemnify third parties, including affiliates of theFund, for breach of certain representations and warranties made by the Fund. Noclaims have actually been made with respect to such indemnities and anyquantification would involve hypothetical claims that have not been made. Basedon the Fund’s experience, MLAI expected the risk of loss to be remote and,therefore, no provision has been recorded.

 

6.               RECENT ACCOUNTINGPRONOUNCEMENTS

 

In January 2010, the FASB issued an update to the fair valuemeasurements disclosure. Pursuant to this update, additional disclosures in thefinancial statements relating to transfers in and out of Levels 1 and 2 fairvalue measurements and separate disclosure of purchases, sales, issuances, andsettlements in Level 3 roll forward, will be required. In addition, this updateprovides clarifications on i) the level of aggregation of classes of assets andliabilities disclosed in the fair value measurement disclosures and ii)disclosures relating to the inputs and valuation techniques for Level 2 andLevel 3 fair value measurements. The new disclosures and clarifications ofexisting disclosures are effective for annual reporting periods beginning afterDecember 15, 2009, except for the disclosures about purchases, sales,issuances, and settlements in the Level 3 roll forward which are effective forfiscal years beginning after December 15, 2010. This update furtherenhances the fair value disclosures and the Sponsor has determined that theadoption of this update on January 1, 2010 did not have a material impactto the Fund’s financial statements.

 

7.               SUBSEQUENT EVENTS

 

Management has evaluated the impact of subsequent events on the Fundand has determined that there were no subsequent events that requireadjustments to, or disclosure in, the financial statements.

 

14

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

 

MONTH-END NET ASSET VALUEPER UNIT

 

MLAIbelieves that the Net Asset Value used to calculate subscription and redemptionvalue and to report performance to investors throughout the year is a usefulvaluable performance measure for the investors of the Fund.  Therefore, the charts below referencing NetAsset Value and performance measurements are based on Net Asset Value forfinancial reporting purposes as discussed in Note 4 to the financialstatements.

 

The Fund calculates the Net Asset Value per unitof each class of units as of the close of business on the last business day ofeach calendar month and such other dates as MLAI may determine in itsdiscretion. The Fund’s “Net Asset Value” as of any calculation date willgenerally equal the value of the Fund’s account under the management of itstrading advisor as of such date, plus any other assets held by the Fund, minusaccrued brokerage commissions, sponsor’s, management and performance fees,organizational expense amortization and any operating costs and otherliabilities of the Fund.  MLAI isauthorized to make all net asset value determinations.

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2009       |       | $        | 1.5995     |     | $          | 1.6080   |       | $ | 1.5546 |   |
| 2010       |       | $        | 1.3476     |     | $          | 1.3807   |       | $ | 1.4306 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2009       |       | $        | 1.5447     |     | $          | 1.5516   |       | $ | 1.4988 |   |
| 2010       |       | $        | 1.2884     |     | $          | 1.3190   |       | $ | 1.3655 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2009       |       | $        | 1.7234     |     | $          | 1.7347   |       | $ | 1.6790 |   |
| 2010       |       | $        | 1.4738     |     | $          | 1.5119   |       | $ | 1.5685 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2009       |       | $        | 1.6225     |     | $          | 1.6316   |       | $ | 1.5781 |   |
| 2010       |       | $        | 1.3725     |     | $          | 1.4068   |       | $ | 1.4581 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DS

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2009       |       | $        | 1.7162     |     | $          | 1.7274   |       | $ | 1.6719 |   |
| 2010       |       | $        | 1.4675     |     | $          | 1.5054   |       | $ | 1.5618 |   |

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2009       |       | $        | 1.7551     |     | $          | 1.7679   |       | $ | 1.7110 |   |
| 2010       |       | $        | 1.5081     |     | $          | 1.5478   |       | $ | 1.6064 |   |

 

15

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Liquidity and Capital Resources

 

The Fund does not engage in the sale of goods orservices.  The Fund’s assets are its (i) equityin its trading account, consisting of cash and cash equivalents and (ii) interestreceivable.    Because of the low margindeposits normally required in commodity futures trading relatively small pricemovements may result in substantial losses to the Fund.  While substantial losses could lead to amaterial decrease in liquidity, no such material losses occurred during thefirst quarter of 2010 and there was no impact on the Fund’s liquidity.

 

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

 

For the three months ended March 31, 2010, Fundcapital increased 2.09% from $265,629,162 to $271,301,561.  This increase was attributable to the netgain from operations of $8,985,141, coupled with the redemption of 6,449,106Redeemable Units resulting in an outflow of $9,048,028.  The cash outflow was offset with cash inflowof $5,735,285 due to subscription of 4,002,179 units.  Future redemptions could impact the amount offunds available for investment in commodity contract positions in subsequentmonths.

 

Critical Accounting Policies

 

Statement of Cash Flows

 

The Fund is not required to provide a Statement of Cash Flows.

 

Investments

 

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

 

Cash and Cash Equivalents

 

TheFund considers all highly liquid investments, with a maturity of three monthsor less when acquired, to be cash equivalents. Cash equivalents were recordedat amortized cost which approximated fair value (Level II see Note 3).  Cash was held at a nationally recognizedfinancial institution.

 

Fair Value Measurements

 

Fair value is defined as the price that would bereceived to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date.  For more information on our treatment of fairvalue, see Note 3, Fair Value of Investments.

 

16

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Futures Contracts

 

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

 

Forward Foreign Currency Contracts

 

Foreign currency contracts are those contracts wherethe Fund agrees to receive or deliver a fixed quantity of foreign currency foran agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Fund’s net equitytherein, representing unrealized gain or loss on the contracts as measured bythe difference between the forward foreign exchange rates at the dates of entryinto the contracts and the forward rates at the reporting date, is included inthe Statements of Operations.  Realizedgains (losses) and changes in unrealized gains (losses) on foreign currencycontracts are recognized in the period in which the contract is closed or thechanges occur, respectively and are included in the Statements of Operationsand Statements of Changes in Members’ Capital.

 

Interest Rates and Income

 

The Fund currently earns interest based on the prevailingFed Funds rate plus a spread for short cash positions and minus a spread forlong cash positions. The current short term interest rates have remainedextremely low when compared with historical rates and thus has contributednegligible amounts to overall Fund performance.

 

Income Taxes

 

No provision for income taxes has been made in the accompanyingfinancial statements as each Member is individually responsible for reportingincome or loss based on such Member’s share of the Fund’s income and expensesas reported for income tax purposes.

 

The Fund follows the ASC guidance onaccounting for uncertainty in income taxes. This guidance provides how uncertain tax positions should be recognized,measured, presented and disclosed in the financial statements.  This guidance also requires the evaluation oftax positions taken or expected to be taken in the course of preparing the Fund’sfinancial statements to determine whether the tax positions are “more-likely-than-not”to be sustained by the applicable tax authority.  Tax positions with respect to tax at the Fundlevel not deemed to meet the “more-likely-than-not” threshold would be recordedas a tax benefit or expense in the current year.  MLAI has analyzed the Fund’s tax positionsand has concluded that no provision for income tax is required in the Fund’sfinancial statements.  The following arethe major tax jurisdictions for the Fund and the earliest tax year subject toexamination: United States — 2007.

 

17

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Results of Operations

 

January 1, 2010 to March 31, 2010

 

TheFund experienced a net trading profit of $11,121,210 before brokeragecommissions and related fees in the first quarter of 2010. Profits wereprimarily attributable to interest rates and currency sectors posting profitsand energy, stock indices, metals and agriculture sectors posted losses.

 

Theinterest rate sector posted profits to the Fund. Profits were posted to theFund at the beginning of the quarter. Long positions in fixed income marketsbenefited from the move toward risk aversion due to United Kingdom data andcomments by the Bank of England and the European Central Bank. The prevailingmacroeconomic sentiment oscillated between risk aversion and inflationaryconcerns with the former being marginally dominant in February. As a result,profits were posted to the Fund in the middle of the quarter from the longpositions in both short-term interest rate futures contracts and some bondmarkets. Data releases pointing to economic recovery drove the prices of riskyassets higher in March despite some continued concerns about Europeansovereign debt mid-month.  Consequently,global stock markets rallied and bond markets sold off with the JapaneseGovernment Bonds being the worst performer for the sector. European interestrate markets were buoyed by concerns over Greece and poor economic data out ofthe United Kingdom resulted in losses being posted to the Fund at the end ofthe quarter.

 

Thecurrency sector posted profits to the Fund. Losses were posted to the Fund atthe beginning of the quarter due to the net short exposure to the strengtheningof the U.S. dollar. The weakness of the euro and the British pound providedopportunity for profits posted to the Fund in the middle of the quarter. Incurrencies, emerging market and commodity currencies strengthened against theU.S. dollar to the benefit of the Program’s positioning, resulting in profitsbeing posted to the Fund.

 

Theenergy sector posted losses to the Fund. Losses were posted to the Fund at thebeginning of the quarter. Poorer growth outlook resulted in many commoditiesmarkets selling off. This was particularly detrimental to the Program’s longpositioning in the oil complex. Oil prices faced additional downward pressuredue to an increase in inventories and milder weather in the United States.Profits were posted to the Fund in the middle of the quarter due to longpositions in energy contracts benefiting from the further upward move inprices. Commodity markets generally follow the direction of stock markets andfinished the month of March higher. Inenergies, long positions in the oil complex resulted in positive performance,but the Fund also profited on the short side from the decline in the naturalgas price following milder weather in the United States and a build-up ininventories. The quarter ended with profits being posted to the Fund.

 

Thestock indices posted losses to the Fund. After positive performance in thefirst two weeks of the year, a reversal in investor risk appetite resulted in aloss for the calendar month. The change in sentiment was driven, in part, bydisappointing earnings announcements and fears over potential monetarytightening in China as the People’s Bank of China increased banks’ reserverequirements and introduced measures aimed at curbing lending. As a result theProgram’s long positions in stock indices resulted in losses being posted tothe Fund at the beginning of the quarter. The prevailing macroeconomicsentiment oscillated between risk aversion and inflationary concerns with theformer being marginally dominant. As a result profits were posted to the Fundin the middle of the quarter from long positions in stock indices. Datareleases pointing to economic recovery drove the prices of risky assets higherin March despite some continued concerns about European sovereign debt.Consequently, global stock markets rallied, producing profits for the Fund atthe end of the quarter.

 

18

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Themetals sector posted losses to the Fund. Losses were posted to the Fund at thebeginning of the quarter. Poorer growth outlook resulted in many commoditiesmarkets selling off. This was particularly detrimental to the Program’s longpositions in industrial metals. The month of February was, to a largedegree, dominated by news flow relating to the debt crisis within the Eurozone. The prevailing macroeconomic sentiment oscillated between risk aversionand inflationary concerns with the former being marginally dominant. As aresult, the Fund posted profits in the middle of the quarter from longpositions in the metals sectors. Profits were seen in industrial metals inMarch, especially Nickel which reached a twenty two month high. The quarterended with profits being posted to the Fund.

 

Theagriculture sector posted losses to the Fund. Profits were posted to the Fundat the beginning of the quarter. Gains on long exposure to sugar markets, whoseprice rallied due to supply concerns, more than offset losses on long positionsin the soy complex and cotton. Losses were posted to the Fund in the middle ofthe quarter. The longer term bull market in sugar reversed sharply from multiyear highs as output in both Brazil and India rose. Positive performance onshort positions in corn and wheat was more than offset by losses in sugar andcoffee.  The sugar losses were incurredwhen prices fell to an eleven week low as the supply outlook improved.  The quarter ended with losses being posted tothe Fund.

 

January 1, 2009 to March 31, 2009

 

The Fund experienced a net trading loss beforebrokerage commissions and related fees in the first quarter of 2009 of$4,394,485.  Losses were primarilyattributable to Fund’s trading in the energy sector posting profits while theinterest rate, metals, agriculture, stock indices and currencies sectors postedlosses.

 

The energy sector posted profits for the Fund.Profits were posted to the Fund at the beginning of the quarter driven by gainsfrom crude oil and natural gas, whose prices declined from bearish inventorydata. The Fund’s short positions in natural gas and products of crude oilposted profits to the Fund in the middle of the quarter. The quarter ended withlosses being posted to the Fund as crude oil prices rose despite OPECannouncing that it will not cut output.

 

The interest rate sector posted losses for the Fund. The quarter beganwith losses being posted to the Fund due to bonds being sold off and interestrates rose as governments continued to develop rescue plans and packages toboost growth. This was particularly seen in European bond markets with U.K.Gilts and Bunds being two of the worst contracts. However, the Fund’s longpositions in interest rates benefited from the rate cut decisions of the Bankof England and the European Central Bank but were not enough to offset thelosses. Long positions in the interest rate model was profitable for the Fundin the middle of the quarter however, performance was dragged down by losses inshort positions in the Australian dollar and British sterling as quantitativeeasing seemed more likely than further interest rate cuts in the UnitedKingdom. The U.S. Federal Reserve’s plan to repurchase debt caused U.S. fixedincome markets to rally. U.S. interest rate markets and European fixed incomemarkets followed and the Fund’s long positions posted profits to the Fund atthe end of the quarter.

 

The metals sector posted losses for the Fund. Profits were posted tothe Fund at the beginning of the quarter as industrial metals declined due tostock build-ups which benefited from the Fund’s short positions. Losses wereposted in the middle of the quarter due to volatility in the global markets.Revised inflationary expectations caused commodities markets to rally to thedetriment of the Fund’s short positions in base metals posting losses to theFund as the quarter ended. Precious metals declined as investors sold out ofsafe haven assets which was also detrimental to the Fund’s long positions.

 

The agriculture sector posted losses for the Fund. Profits were postedto the Fund at the beginning through the middle of the quarter despite lossesfrom a sharp reversal in cocoa markets. Losses were posted to the Fund at theend of the quarter due to challenging market conditions.

 

19

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The stock indices sector posted losses for the Fund. Profits wereposted to the Fund at the beginning of the quarter due to the stock marketsrallying with renewed investor optimism in response to the U.S. President Obama’sstimulus plan. Profits continued to be posted to the Fund through the middle ofthe quarter as global equity markets continue their poor performance caused byfurther weak economic data and problems for financial companies which benefitedthe Fund’s short positions. Although most global stock markets remain innegative territory at the end of the quarter, many saw a strong rally to thedetriment of the Fund’s short positions resulting in losses being posted to theFund.

 

The currency sector posted losses for the Fund. The U.S. dollarcontinued strengthening as a result of risk aversion and the increasinglynegative outlook for Europe. Europe continues to deal with crises in thefinancial sector particularly in the weakness of the British sterling to thebenefit of the Fund’s short positions resulting in profits being posted to theFund at the beginning of the quarter. Profits were posted to the Fund in themiddle of the quarter. The currencies sector had an eventful February andprovided the most volatility; profits were seen from weakness in the Swedishkrona and Canadian dollar which offset losses in the Japanese yen against theU.S. dollar. The Swedish krona fell to a record low against the Euro after anunexpectedly large rate-cut and the worst Swedish GDP figures since 1940. Thequarter ended with losses being posted to the Fund. The announcement ofthe U.S. Treasury’s new plans resulted in the U.S. dollar weakening againstmajor currencies resulting in losses being posted to the Fund at the end of thequarter.

 

The Fund has no applicable off-balance sheet arrangements or tabulardisclosure of contractual obligations of the type described in Items 303(a)(4) and303(a)(5) of Regulation S-K.

 

Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk

 

Introduction

 

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

 

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

 

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

 

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

 

20

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Quantifying The Fund’sTrading Value At Risk

 

QuantitativeForward-Looking Statements

 

The followingquantitative disclosures regarding the Fund’s market risk exposures contain “forward-lookingstatement” within the meaning of the safe harbor from civil liability providedfor such statements by the Private Securities Litigation Reform Act of 1995(set forth in Section 27A of the Securities Act of 1933 and Section 21Eof the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to beforward-looking statements for purposes of the safe harbor, except forstatements of historical fact.

 

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

 

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

 

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

 

100% positive correlation in the different positions held in eachmarket risk category has been assumed. Consequently, the margin requirements applicable to the open contractshave been aggregated to determine each trading category’s aggregate Value atRisk.  The diversification effectsresulting from the fact that the Fund’s positions are rarely, if ever, 100%positively correlated have not been reflected.

 

21

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***The Fund’s Trading Value at Risk in DifferentMarket Sectors***

 

The following table indicates theaverage, highest and lowest trading Value at Risk associated with the Fund’sopen positions by market category for the fiscal period. For the three monthsended March 31, 2010 and 2009, the Fund’s average Month-end Net AssetValue for all other purposes was approximately$264,580,021 and $311,894,964, respectively.

** **

**March 31,2010**

 
| ** **        | ** ** | **Average  Value** | ** ** | **% of  Average**  | ** ** | **Highest  Value** | ** ** | **Lowest  Value** | ** ** |
|-------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|-------------------|------------|
| **Market Sector** | ** ** | **at Risk**        | ** ** | **Capitalization** | ** ** | **at  Risk**       | ** ** | **at  Risk**      | ** ** |
|              |       |               |       |               |       |               |       |              |       |
| Agriculture       |       | $                  | 1,796,771  |               | 0.68       | %                  | $          | 2,020,561         |       | $ | 1,461,493 |   |
| Currencies        |       | 481,902            |       | 0.18               | %          | 541,923            |       | 391,979           |       |
| Energy            |       | 3,602,152          |       | 1.36               | %          | 4,050,804          |       | 2,929,990         |       |
| Interest Rates    |       | 9,820,553          |       | 3.71               | %          | 11,043,714         |       | 7,988,036         |       |
| Metals            |       | 2,982,510          |       | 1.13               | %          | 3,353,985          |       | 2,425,973         |       |
| Stock Indices     |       | 3,703,313          |       | 1.40               | %          | 4,164,565          |       | 3,012,274         |       |
|              |       |               |       |               |       |               |       |              |       |
| Total             |       | $                  | 22,387,201 |               | 8.46       | %                  | $          | 25,175,552        |       | $ | 18,209,745 |   |

 

**March 31,2009**

 
| ** **        | ** ** | **Average**        | ** ** | **% of  Average**  | ** ** | **Highest  Value** | ** ** | **Lowest  Value** | ** ** |
|-------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|-------------------|------------|
| **Market Sector** | ** ** | **Value  at Risk** | ** ** | **Capitalization** | ** ** | **At  Risk**       | ** ** | **At  Risk**      | ** ** |
|              |       |               |       |               |       |               |       |              |       |
| Agricultural      |       | $                  | 236,617    |               | 0.08       | %                  | $          | 709,852           |       | $ | 153,422 |   |
| Currencies        |       | 568,406            |       | 0.18               | %          | 1,705,219          |       | 313,886           |       |
| Energy            |       | 115,563            |       | 0.04               | %          | 346,689            |       | 79,894            |       |
| Interest Rates    |       | 19,092,231         |       | 6.12               | %          | 57,276,693         |       | 15,102,568        |       |
| Metals            |       | 154,890            |       | 0.05               | %          | 464,669            |       | 129,426           |       |
| Stock Indices     |       | 158,286            |       | 0.05               | %          | 474,858            |       | 143,893           |       |
|              |       |               |       |               |       |               |       |              |       |
| TOTAL             |       | $                  | 20,325,993 |               | 6.52       | %                  | $          | 60,977,980        |       | $ | 15,923,089 |   |

 

22

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Material Limitations on Value at Riskas an Assessment of Market Risk

 

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

 

Non-TradingRisk

 

ForeignCurrency Balances; Cash on Deposit with MLPF&S

 

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

 

TheFund also has non-trading market risk on the approximately 90%-95% of itsassets which are held in cash at MLPF&S or BlackRock. The value of thiscash is not interest rate sensitive, but there is cash flow risk in that ifinterest rates decline so will the cash flow generated on these monies.

 

QualitativeDisclosures Regarding Primary Trading Risk Exposures

 

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

 

Thefollowing were the primary trading risk exposures of the Fund as of March 31,2010, by market sector.

 

Interest Rates

 

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

 

23

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Currencies

 

TheFund trades in a number of currencies. However, the Fund’s major exposures havetypically been in the U.S. dollar/Japanese yen, U.S. dollar/Euro and U.S.dollar/Swiss franc positions.  The Funddoes not anticipate that the risk profile of the Fund’s currency sector willchange significantly in the future. The currency trading Value at Risk figureincludes foreign margin amounts converted into U.S. dollars with an incrementaladjustment to reflect the exchange rate risk of maintaining Value at Risk in afunctional currency other than U.S. dollars.

 

Stock Indices

 

TheFund’s primary equity exposure is to S&P 500, Nikkei and German DAX equityindex price movements. The Fund is primarily exposed to the risk of adverseprice trends or static markets in the major U.S., European and Asian indices.

 

Metals

 

TheFund’s metals market exposure is to fluctuations in both the price of preciousand non-precious metals.

 

AgriculturalCommodities

 

TheFund’s primary agricultural commodities exposure is to agricultural pricemovements which are often directly affected by severe or unexpected weatherconditions. Grains, cocoa and livestock accounted for the substantial bulk ofthe Fund’s agricultural commodities exposure as of March 31, 2010.

 

Energy

 

TheFund’s primary energy market exposure is to natural gas and crude oil pricemovements, often resulting from political developments in the Middle East. Oilprices can be volatile and substantial profits and losses have been and areexpected to continue to be experienced in this market.

 

QualitativeDisclosures Regarding Non-Trading Risk Exposure

 

The following were the only non-trading risk exposures of the Fund asof March 31, 2010.

 

ForeignCurrency Balances

 

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

 

U.S.Dollar Cash Balance

 

The Fund holds U.S. dollars only in cash at MLPF&S and BlackRock.The Fund has immaterial cash flow interest rate risk on its cash on depositwith MLPF&S in that declining interest rates would cause the income fromsuch cash to decline.

 

24

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Item 4T. Controls and Procedures

 

MLAI, the Sponsor of ML Aspect FuturesAccess LLC, with theparticipation of the Sponsor’s Chief Executive Officer and the Chief FinancialOfficer, has evaluated the effectiveness of the design and operation of itsdisclosure controls and procedures with respect to the Fund as of the end ofthe period of this quarterly report and based on this evaluation, has concludedthat these disclosure controls and procedures are effective.  Nochange in internal control over financial reporting (as defined in Rule 13a-15(f) underthe Securities Exchange Act of 1934) occurred during the quarter ended March 31,2010  that has materially affected, or isreasonably likely to materially affect, the Fund’s internal control overfinancial reporting.

 

PART II- OTHER INFORMATION

 

Item 1.            Legal Proceedings

 

None.

 

Item 1A.  Risk Factors

 

There are no materialchanges from risk factors as previously disclosed in the Annual Report on Form 10-Kfor the year ended December 31, 2009, filed with the Securities andExchange Commission on March 31, 2010.

 

25

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Item 2.            Unregistered Sales of Equity Securities and Use ofProceeds

 

(a)   Issuance to accredited investors pursuant toRegulation D and Section 4(6) under the Securities Act.  The selling agent of the following Class ofUnits was MLPF&S.

 

CLASS A

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV  (1)** | ** ** |
| Jan-10     |       | $                | 99,447     |       | 71,756     |   | 1.3859 |   |
| Feb-10     |       | 267,112          |       | 198,213    |       | 1.3476 |   |
| Mar-10     |       | 64,347           |       | 46,605     |       | 1.3807 |   |
| Apr-10     |       | 48,748           |       | 34,075     |       | 1.4306 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS C

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV  (1)** | ** ** |
| Jan-10     |       | $                | 205,992    |       | 155,337    |   | 1.3261 |   |
| Feb-10     |       | 779,995          |       | 605,398    |       | 1.2884 |   |
| Mar-10     |       | 250,952          |       | 190,259    |       | 1.3190 |   |
| Apr-10     |       | 625,232          |       | 457,878    |       | 1.3655 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV  (1)** | ** ** |
| Jan-10     |       | $                | —     |       | —     |   | 1.5138 |   |
| Feb-10     |       | —           |       | —     |       | 1.4738 |   |
| Mar-10     |       | —           |       | —     |       | 1.5119 |   |
| Apr-10     |       | —           |       | —     |       | 1.5685 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV  (1)** | ** ** |
| Jan-10     |       | $                | —     |       | —     |   | 1.4111 |   |
| Feb-10     |       | —           |       | —     |       | 1.3725 |   |
| Mar-10     |       | 533,197          |       | 379,014    |       | 1.4068 |   |
| Apr-10     |       | 19,999           |       | 13,716     |       | 1.4581 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS DS

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV  (1)** | ** ** |
| Jan-10     |       | $                | 2,931,444  |       | 1,944,831  |   | 1.5073 |   |
| Feb-10     |       | 602,799          |       | 410,766    |       | 1.4675 |   |
| Mar-10     |       | —           |       | —     |       | 1.5054 |   |
| Apr-10     |       | 1,368,166        |       | 876,019    |       | 1.5618 |   |
|            |            |                  |            |            |            |  |  |  |

 

CLASS DT

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV  (1)** | ** ** |
| Jan-10     |       | $                | —     |       | —     |   | 1.5484 |   |
| Feb-10     |       | —           |       | —     |       | 1.5081 |   |
| Mar-10     |       | —           |       | —     |       | 1.5478 |   |
| Apr-10     |       | —           |       | —     |       | 1.6064 |   |
|            |            |                  |            |            |            |  |  |  |

 

----

(1) Beginning of themonth Net Asset Value 

 

(b) None.

(c) None.

 

26

----

 

Item 3.            Defaults Upon Senior Securities

 

None.

 

Item 4.            (Removed and Reserved)

 

Item 5.            Other Information

 

None.

 

Item 6.            Exhibits

 

The followingexhibits are filed herewith to this Quarterly Report on Form 10-Q:

 
| 31.01  and         |                                              |
|--------------------|---------------------------------------------------|
| 31.02              | Rule 13a-14(a)/15d-14(a) Certifications |
|               |                                              |
| Exhibit 31.01 |
| and  31.02:        | Are  filed herewith.                              |
|               |                                              |
| 32.01  and         |                                              |
| 32.02              | Section 1350  Certifications                 |
|               |                                              |
| Exhibit 32.01 |
| and 32.02          | Are filed  herewith.                              |

 

27

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.

 

 
|                     | ML  ASPECT FUTURESACCESS LLC |
|--------------------------|------------------------------|
| .                        |                         |   |
|                     |                         |   |
|                     | By:                          | MERRILL  LYNCH ALTERNATIVE |
|                     |                         | INVESTMENTS  LLC |
|                     |                         | (Manager) |
|                     |                         |   |
|                     |                         |   |
| Date:  May 14, 2010 | By:                          | /s/  JUSTIN C. FERRI |
|                     |                         | Justin  C. Ferri |
|                     |                         | Chief  Executive Officer, President and Manager |
|                     |                         | (Principal  Executive Officer) |
|                     |                         |   |
|                     |                         |   |
| Date:  May 14, 2010 |                         |   |
|                     |                         |   |
|                     | By:                          | /s/  BARBRA E. KOCSIS |
|                     |                         | Barbra  E. Kocsis |
|                     |                         | Chief  Financial Officer |
|                     |                         | (Principal  Financial and Accounting Officer) |

 

28

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