**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

 

**FORM 10-Q**

 

**(Mark One)**

 

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

 

**For thequarterly period ended March 31, 2009**

** **

**OR**

 

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

 

**For thetransition period from                to            **

** **

**CommissionFile Number 0-51085**

 

# **ML ASPECTFUTURESACCESS LLC**

(Exact Name of Registrant as

specified in its charter)

 

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

 

**c/oMerrill Lynch Alternative Investments LLC**

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

**New York, New York 10281**

(Address of principal executive offices)

(Zip Code)

 

**212-236-2063**

(Registrant’s telephone number, including area code)

 

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 corporateWeb site, if any, an Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to submit and post such files).   Yes o    No o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  See the definitions of “large acceleratedfiler,” “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

 

Thelimited partnership units of the registrant are not publicly traded.Accordingly, there is no aggregate market value for registrant’s outstandingequity that is readily determinable.

 

Asof March 31, 2009, 186,794,845 units of membership were outstanding.

 

 

 

----

 

**ML ASPECT FUTURESACCESS LLC**

 

QUARTERLY REPORT FOR MARCH 31, 2009 ONFORM 10-Q

 
| ** ** | ** **                                                                                  | **PAGE**   |
|------------|---------------------------------------------------------------------------------------------|------------|
| ** ** | PART I                                                                                 | ** ** |
|       |                                                                                        |       |
| Item 1.    | Financial Statements                                                                        | 1          |
|       |                                                                                        |       |
| Item 2.    | Management’s Discussion  and Analysis of Financial Condition and Results of Operations | 12         |
|       |                                                                                        |       |
| Item 3.    | Quantitative and  Qualitative Disclosures About Market Risk                                 | 17         |
|       |                                                                                        |       |
| Item 4.    | Controls and Procedures                                                                     | 19         |
|       |                                                                                        |       |
|       | PART II                                                                                |       |
|       |                                                                                        |       |
| Item 1.    | Legal Proceedings                                                                           | 20         |
|       |                                                                                        |       |
| Item 1A.   | Risk Factors                                                                                | 20         |
|       |                                                                                        |       |
| Item 2.    | Unregistered Sales of  Equity Securities and Use of Proceeds                                | 20         |
|       |                                                                                        |       |
| Item 3.    | Defaults Upon Senior  Securities                                                            | 21         |
|       |                                                                                        |       |
| Item 4.    | Submission of Matters  to a Vote of Security Holders                                        | 21         |
|       |                                                                                        |       |
| Item 5.    | Other Information                                                                           | 21         |
|       |                                                                                        |       |
| Item 6     | Exhibits                                                                                    | 21         |

 

----

 

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF FINANCIAL CONDITION

(unaudited)

 
| ** **                                                                            | ** ** | **March 31,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------|------------|--------------------|-------------|-----------------------|------------|
| ** **                                                                            | ** ** | **2009**           | ** **  | **2008**              | ** ** |
| **ASSETS:**                                                                           |       |               |        |                  |       |
| Equity in  commodity futures trading accounts:                                        |       |               |        |                  |       |
| Cash (including  restricted cash of $18,462,956 for 2009 and $24,334,309 for 2008)    |       | $                  | 309,090,318 |                  | $          | 334,291,578 |   |
| Net unrealized  profit on open contracts                                              |       | —             |        | 11,866,510            |       |
| Cash                                                                                  |       | 473,352            |        | 241,619               |       |
| Accrued interest                                                                      |       | 630                |        | 19,502                |       |
|                                                                                  |       |               |        |                  |       |
| **TOTAL  ASSETS**                                                                     |       | $                  | 309,564,300 |                  | $          | 346,419,209 |   |
|                                                                                  |       |               |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL:**                                           |       |               |        |                  |       |
| LIABILITIES:                                                                          |       |               |        |                  |       |
| Brokerage  commissions payable                                                        |       | $                  | 45,251      |                  | $          | 58,192 |   |
| Management fee  payable                                                               |       | 475,756            |        | 536,784               |       |
| Sponsor fee  payable                                                                  |       | 251,237            |        | 279,746               |       |
| Redemptions  payable                                                                  |       | 4,911,597          |        | 9,241,236             |       |
| Performance fee  payable                                                              |       | —             |        | 15,635,853            |       |
| Net unrealized  loss on open contracts                                                |       | 3,259,909          |        | —                |       |
| Other                                                                                 |       | 166,028            |        | 233,592               |       |
|                                                                                  |       |               |        |                  |       |
| Total  liabilities                                                                    |       | 9,109,778          |        | 25,985,403            |       |
|                                                                                  |       |               |        |                  |       |
| MEMBERS’  CAPITAL:                                                               |       |               |        |                  |       |
| Sponsor’s Interest  (20,647 Units and 20,647 Units)                              |       | 31,521             |        | 32,331                |       |
| Members’  Interest (186,774,198 Units and 195,021,681 Units)                     |       | 300,423,001        |        | 320,401,475           |       |
| Total members’  capital                                                          |       | 300,454,522        |        | 320,433,806           |       |
|                                                                                  |       |               |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                      |       | $                  | 309,564,300 |                  | $          | 346,419,209 |   |
|                                                                                  |       |               |        |                  |       |
| **NET  ASSET VALUE PER UNIT (SEE NOTE 4)**                                            |       |               |        |                  |       |
| (Based on  186,794,845 and 195,042,328 Units outstanding, unlimited Units authorized) |       |               |        |                  |       |

 

See notes tofinancial statements.

 

1

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                    | ** ** | **For the three**  | ** **       | **For the three**  | ** ** |
|-----------------------------------------------|------------|--------------------|------------------|--------------------|------------|
| ** **                                    | ** ** | **months ended**   | ** **       | **months ended**   | ** ** |
| ** **                                    | ** ** | **March 31,** | ** **       | **March 31,** | ** ** |
| ** **                                    | ** ** | **2009**           | ** **       | **2008**           | ** ** |
| **TRADING  PROFIT (LOSS):**                   | ** ** | ** **         | ** **       | ** **         | ** ** |
|                                          |       |               |             |               |       |
| Realized                                      |       | $                  |  10,731,934 |               | $          |  50,131,890 |   |
| Change in  unrealized, net                    |       | (15,126,419        | )                | (12,012,936        | )          |
| Brokerage  commissions                        |       | (95,699            | )                | (199,538           | )          |
|                                          |       |               |             |               |       |
| Total trading  profit (loss)                  |       | (4,490,184         | )                | 37,919,416         |       |
|                                          |       |               |             |               |       |
| **INVESTMENT  INCOME:**                       |       |               |             |               |       |
| Interest                                      |       | 24,172             |             | 2,216,771          |       |
|                                          |       |               |             |               |       |
| **EXPENSES:**                                 |       |               |             |               |       |
| Management fee                                |       | 1,477,322          |             | 1,372,494          |       |
| Sponsor fee                                   |       | 786,264            |             | 805,897            |       |
| Performance fee                               |       | 17,428             |             | 6,645,820          |       |
| Other                                         |       | 126,548            |             | 221,150            |       |
| Total expenses                                |       | 2,407,562          |             | 9,045,361          |       |
|                                          |       |               |             |               |       |
| **NET  INVESTMENT INCOME (LOSS)**             |       | (2,383,389         | )                | (6,828,590         | )          |
|                                          |       |               |             |               |       |
| **NET  INCOME (LOSS)**                        |       | $                  |  (6,873,574 | )                  | $          |  31,090,826 |   |
|                                          |       |               |             |               |       |
| **NET  INCOME (LOSS) PER UNIT:**              |       |               |             |               |       |
|                                          |       |               |             |               |       |
| Weighted average  number of Units outstanding |       |               |             |               |       |
| Class A                                  |       | 18,280,429         |             | 18,211,237         |       |
| Class C                                  |       | 66,895,587         |             | 79,587,740         |       |
| Class D                                  |       | 6,915,976          |             | 16,176,578         |       |
| Class I                                  |       | 7,992,373          |             | 11,330,817         |       |
| Class DS*                                |       | 43,066,919         |             | 16,129,678         |       |
| Class DT**                               |       | 49,409,687         |             | 66,921,843         |       |
|                                          |       |               |             |               |       |
| Net income  (loss) per weighted average Unit  |       |               |             |               |       |
| Class A                                  |       | $                  |  (0.0367    | )                  | $          |  0.1378 |   |
| Class C                                  |       | $                  |  (0.0393    | )                  | $          |  0.1358 |   |
| Class D                                  |       | $                  |  (0.0346    | )                  | $          |  0.1564 |   |
| Class I                                  |       | $                  |  (0.0335    | )                  | $          |  0.1476 |   |
| Class DS*                                |       | $                  |  (0.0357    | )                  | $          |  0.1432 |   |
| Class DT**                               |       | $                  |  (0.0310    | )                  | $          |  0.1682 |   |

 

----

*Class DS commencedon April 2, 2007 and was previously known as Class D-SM.

**Class DT commencedon June 1, 2007 and was previously known as Class D-TF.

 

See notes tofinancial statements.

 

2

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the three monthsended March 31, 2009 and 2008

(unaudited)

 
| ** **                  | ** ** | **Members’ Capital  December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  March 31, 2008** | ** ** | **Members’ Capital  December 31, 2008** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  March 31, 2009** | ** ** |
|-----------------------------|------------|---------------------------------------------------|------------|-------------------|------------|-----------------|------------|------------------------------------------------|------------|---------------------------------------------------|------------|-------------------|------------|-----------------|------------|------------------------------------------------|------------|
| Class A                |       | 17,887,996                                        |       | 1,269,955         |       | (1,635,783      | )          | 17,522,168                                     |       | 18,704,606                                        |       | 505,533           |       | (1,489,740      | )          | 17,720,399                                     |       |
| Class C                |       | 79,170,266                                        |       | 2,603,884         |       | (9,208,125      | )          | 72,566,025                                     |       | 68,270,745                                        |       | 1,530,350         |       | (6,192,317      | )          | 63,608,778                                     |       |
| Class D                |       | 16,300,492                                        |       | —            |       | (5,985,184      | )          | 10,315,308                                     |       | 6,915,976                                         |       | —            |       | —          |       | 6,915,976                                      |       |
| Class I                |       | 11,363,798                                        |       | 424,595           |       | (925,264        | )          | 10,863,129                                     |       | 8,961,247                                         |       | 177,868           |       | (1,739,360      | )          | 7,399,755                                      |       |
| Class DS*              |       | 13,768,122                                        |       | 4,145,549         |       | —          |       | 17,913,671                                     |       | 41,543,859                                        |       | 2,263,738         |       | —          |       | 43,807,597                                     |       |
| Class DT**             |       | 69,643,298                                        |       | —            |       | (6,244,470      | )          | 63,398,828                                     |       | 50,625,248                                        |       | —            |       | (3,303,555      | )          | 47,321,693                                     |       |
|                        |       |                                              |       |              |       |            |       |                                           |       |                                              |       |              |       |            |       |                                           |       |
| Total  Members’ Units  |       | 208,133,972                                       |       | 8,443,983         |       | (23,998,826     | )          | 192,579,129                                    |       | 195,021,681                                       |       | 4,477,489         |       | (12,724,972     | )          | 186,774,198                                    |       |
|                        |       |                                              |       |              |       |            |       |                                           |       |                                              |       |              |       |            |       |                                           |       |
| Class A                |       | 10,319                                            |       | —            |       | —          |       | 10,319                                         |       | 10,319                                            |       | —            |       | —          |       | 10,319                                         |       |
| Class C                |       | 10,328                                            |       | —            |       | —          |       | 10,328                                         |       | 10,328                                            |       | —            |       | —          |       | 10,328                                         |       |
|                        |       |                                              |       |              |       |            |       |                                           |       |                                              |       |              |       |            |       |                                           |       |
| Total  Sponsor’s Units |       | 20,647                                            |       | —            |       | —          |       | 20,647                                         |       | 20,647                                            |       | —            |       | —          |       | 20,647                                         |       |

 

----

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

 

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

 

See notes tofinancial statements.

 

3

----

 

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the three months ended March 31, 2009 and2008

(unaudited)

 
| ** **                     | ** ** | **Members’ Capital  December 31, 2007** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income  (Loss)** | ** **  | **Members’ Capital  March 31, 2008** | ** ** | **Members’ Capital  December 31, 2008** | ** ** | **Subscriptions** | ** **  | **Redemptions** | ** ** | **Net Income  (Loss)** | ** ** | **Members’ Capital  March 31, 2009** | ** ** |
|--------------------------------|------------|-------------------------------------------------------------|-------------|-------------------|------------|-----------------|------------|-----------------------------|-------------|----------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|-------------|-----------------|------------|-----------------------------|------------|----------------------------------------------------------|------------|
| Class A                   |       | $                                                           | 22,428,464  |              | $          | 1,779,613       |       | $                           | (2,272,637  | )                                                        | $          | 2,508,639                                                   |       | $                 | 24,444,079  |            | $          | 29,790,712                  |       | $                                                        | 809,641    |   | $ | (2,377,789 | ) | $ | (669,749 | ) | $ | 27,552,815 |   |
| Class C                   |       | 96,858,723                                                  |        | 3,388,161         |       | (12,528,040     | )          | 10,808,932                  |        | 98,527,776                                               |       | 105,091,001                                                 |       | 2,367,810         |        | (9,483,487      | )          | (2,625,533                  | )          | 95,349,791                                               |       |
| Class D                   |       | 21,583,979                                                  |        | —            |       | (8,861,492      | )          | 2,530,325                   |        | 15,252,812                                               |       | 11,849,514                                                  |       | —            |        | —          |       | (239,215                    | )          | 11,610,299                                               |       |
| Class I                   |       | 14,374,152                                                  |        | 563,033           |       | (1,306,484      | )          | 1,672,637                   |        | 15,303,338                                               |       | 14,465,113                                                  |       | 289,993           |        | (2,814,481      | )          | (267,637                    | )          | 11,672,988                                               |       |
| Class DS*                 |       | 18,235,954                                                  |        | 5,951,868         |       | —          |       | 2,309,827                   |        | 26,497,649                                               |       | 70,902,871                                                  |       | 3,885,451         |        | —          |       | (1,536,629                  | )          | 73,251,693                                               |       |
| Class DT**                |       | 92,508,126                                                  |        | —            |       | (9,044,708      | )          | 11,257,622                  |        | 94,721,040                                               |       | 88,302,264                                                  |       | —            |        | (5,782,848      | )          | (1,534,001                  | )          | 80,985,415                                               |       |
|                           |       |                                                        |        |              |       |            |       |                        |        |                                                     |       |                                                        |       |              |        |            |       |                        |       |                                                     |       |
| Total Members’  Interest  |       | $                                                           | 265,989,398 |              | $          | 11,682,675      |       | $                           | (34,013,361 | )                                                        | $          | 31,087,982                                                  |       | $                 | 274,746,694 |            | $          | 320,401,475                 |       | $                                                        | 7,352,895  |   | $ | (20,458,605 | ) | $ | (6,872,764 | ) | $ | 300,423,001 |   |
|                           |       |                                                        |        |              |       |            |       |                        |        |                                                     |       |                                                        |       |              |        |            |       |                        |       |                                                     |       |
| Class A                   |       | $                                                           | 12,940      |              | $          | —          |       | $                           | —      |                                                     | $          | 1,457                                                       |       | $                 | 14,397      |            | $          | 16,435                      |       | $                                                        | —     |   | $ | — |   | $ | (392 | ) | $ | 16,043 |   |
| Class C                   |       | 12,636                                                      |        | —            |       | —          |       | 1,387                       |        | 14,023                                                   |       | 15,896                                                      |       | —            |        | —          |       | (418                        | )          | 15,478                                                   |       |
|                           |       |                                                        |        |              |       |            |       |                        |        |                                                     |       |                                                        |       |              |        |            |       |                        |       |                                                     |       |
| Total Sponsor’s  Interest |       | $                                                           | 25,576      |              | $          | —          |       | $                           | —      |                                                     | $          | 2,844                                                       |       | $                 | 28,420      |            | $          | 32,331                      |       | $                                                        | —     |   | $ | — |   | $ | (810 | ) | $ | 31,521 |   |
|                           |       |                                                        |        |              |       |            |       |                        |        |                                                     |       |                                                        |       |              |        |            |       |                        |       |                                                     |       |
| Total Members’  Capital   |       | $                                                           | 266,014,974 |              | $          | 11,682,675      |       | $                           | (34,013,361 | )                                                        | $          | 31,090,826                                                  |       | $                 | 274,775,114 |            | $          | 320,433,806                 |       | $                                                        | 7,352,895  |   | $ | (20,458,605 | ) | $ | (6,873,574 | ) | $ | 300,454,522 |   |

 

----

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

 

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

 

See notes tofinancial statements.

 

4

----

 

ML ASPECTFUTURESACCESS LLC

(a DelawareLimited Liability Company)

 

NOTES TO FINANCIALSTATEMENTS

(unaudited)

 

1.              SUMMARYOF SIGNIFICANT ACCOUNTING 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. The Fundengages in the speculative trading of futures, options on futures and forwardcontracts on a wide range of commodities. Aspect Capital Limited (“Aspect”) isthe trading advisor of the Fund.

 

MerrillLynch Alternative Investments LLC (“MLAI”) is the sponsor (“Sponsor”) andmanager (“Manager”) of the Fund. MLAI is an indirect wholly-owned subsidiary ofMerrill 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 &Co., Inc. (“Merrill Lynch” or the “Company”) entered into an Agreement andPlan of Merger (as amended by Amendment No. 1 dated as of October 21,2008, the “Merger Agreement”) with Bank of America Corporation (“Bank ofAmerica”). Pursuant to the Merger Agreement, on January 1, 2009, awholly-owned subsidiary of Bank of America (“Merger Sub”) merged with and intoMerrill Lynch, with Merrill Lynch continuing as the surviving corporation and asubsidiary of Bank of America (the “Merger”).

 

In the opinion ofmanagement, these interim financial statements contain all adjustmentsnecessary to present fairly the financial position of the Fund as of March 31,2009, and the results of its operations for the three months ended March 31,2009 and 2008.  However, the operatingresults for the interim periods may not be indicative of the results for thefull year.

 

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

 

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

 

5

----

 

2.    CONDENSEDSCHEDULES OF INVESTMENTS

 

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

 

**3/31/2009**

 
| ** **                  | ** ** | **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                 |       | 300                     |       | $                        | (8,235     | )                              | 0.00       | %                  | (1,478     | )                      | $          | (1,106,513 | ) | -0.37 | % | $ | (1,114,748 | ) | -0.37 | % | May 2009 - June 2009 |   |
| Currencies                  |       | 1,177,454               |       | (669,855                 | )          | -0.22                          | %          | (458,393           | )          | (2,638,619             | )          | -0.88 | % | (3,308,474 | ) | -1.10 | % | April 2009 |   |
| Energy                      |       | —                  |       | —                   |       | 0.00                           | %          | (194               | )          | 250,711                |       | 0.08 | % | 250,711 |   | 0.08 | % | May 2009 |   |
| Interest rates              |       | 5,505                   |       | 2,485,812                |       | 0.83                           | %          | (143               | )          | (18,817                | )          | -0.01 | % | 2,466,995 |   | 0.82 | % | June 2009 - December 2011 |   |
| Metals                      |       | 294                     |       | 289,394                  |       | 0.10                           | %          | (726               | )          | (1,009,378             | )          | -0.34 | % | (719,984 | ) | -0.24 | % | May 2009 - June 2009 |   |
| Stock indices               |       | 18                      |       | (3,470                   | )          | 0.00                           | %          | (497               | )          | (830,939               | )          | -0.28 | % | (834,409 | ) | -0.28 | % | May 2009 |   |
|                        |       |                    |       |                     |       |                           |       |               |       |                   |       |   |   |   |   |   |   |   |   |
| Total                       |       |                    |       | $                        | 2,093,646  |                           | 0.70       | %                  |       |                   | $          | (5,353,555 | ) | -1.79 | % | $ | (3,259,909 | ) | -1.09 | % |   |   |
| ** **                  | ** ** | ** **              | ** ** | ** **               | ** ** | ** **                     | ** ** | ** **         | ** ** | ** **             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **12/31/2008**              | ** ** | ** **              | ** ** | ** **               | ** ** | ** **                     | ** ** | ** **         | ** ** | ** **             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                  | ** ** | ** **              | ** ** | ** **               | ** ** | ** **                     | ** ** | ** **         | ** ** | ** **             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                  | ** ** | **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                 |       | 145                     |       | $                        | 333,270    |                           | 0.11       | %                  | (1,240     | )                      | $          | (860,947 | ) | -0.27 | % | $ | (527,677 | ) | -0.17 | % | January 2009 - March 2009 |   |
| Currencies                  |       | 2,211,124               |       | 1,544,260                |       | 0.48                           | %          | (461,942           | )          | (2,356,344             | )          | -0.74 | % | (812,084 | ) | -0.26 | % | January 2009 |   |
| Energy                      |       | 41                      |       | 75,848                   |       | 0.02                           | %          | (407               | )          | 946,274                |       | 0.30 | % | 1,022,122 |   | 0.32 | % | February 2009 |   |
| Interest rates              |       | 8,731                   |       | 13,032,113               |       | 4.07                           | %          | —             |       | —                 |       | 0.00 | % | 13,032,113 |   | 4.07 | % | March 2009 - March 2010 |   |
| Metals                      |       | 45                      |       | 88,866                   |       | 0.03                           | %          | (503               | )          | (723,498               | )          | -0.23 | % | (634,632 | ) | -0.20 | % | February 2009 - April 2009 |   |
| Stock indices               |       | 3                       |       | 3,950                    |       | 0.00                           | %          | (176               | )          | (217,282               | )          | -0.07 | % | (213,332 | ) | -0.07 | % | January 2009 - March 2009 |   |
|                        |       |                    |       |                     |       |                           |       |               |       |                   |       |   |   |   |   |   |   |   |   |
| Total                       |       |                    |       | $                        | 15,078,307 |                           | 4.70       | %                  |       |                   | $          | (3,211,797 | ) | -1.01 | % | $ | 11,866,510 |   | 3.69 | % |   |   |

 

No individual contract’s unrealized gain or loss comprised greater than5% of the Members’ Capital as of March 31, 2009 and December 31,2008.

 

6

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

 
| **3/31/2009** | ** ** | **Unrealized Long Positions** | ** ** | **Unrealized Short Positions** | ** ** | **Total**  | ** ** |
|---------------|------------|-----------------------------------------|------------|------------------------------------------|------------|------------|------------|
| Futures       |       | $                                       | 2,763,500  |                                     | $          | (2,714,936 | )          | $ | 48,564 |   |
| Forwards      |       | (669,854                                | )          | (2,638,619                               | )          | (3,308,473 | )          |
| Total         |       | 2,093,646                               |       | (5,353,555                               | )          | (3,259,909 | )          |
|               |            |                                         |            |                                          |            |            |            |  |  |  |

 
| **12/31/2008** | ** ** | **Unrealized Long Positions** | ** ** | **Unrealized Short Positions** | ** ** | **Total**  | ** ** |
|----------------|------------|-----------------------------------------|------------|------------------------------------------|------------|------------|------------|
| Futures        |       | $                                       | 13,534,047 |                                     | $          | (855,453   | )          | $ | 12,678,594 |   |
| Forwards       |       | 1,544,260                               |       | (2,356,344                               | )          | (812,084   | )          |
| Total          |       | 15,078,307                              |       | (3,211,797                               | )          | 11,866,510 |       |
|                |            |                                         |            |                                          |            |            |            |  |  |  |

 

3.             FAIR VALUE OF INVESTMENTS

 

In September 2006,the Financial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standards No. 157, Fair Value Measurement (“FAS 157”). FAS 157defines fair value, establishes a framework for measuring fair value andexpands disclosures about fair value measurements. The Fund adopted FAS 157 asof January 1, 2008. The adoption of FAS 157 did not have a material impacton the Fund’s financial statements.

 

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

 

FAS157 established a hierarchal disclosure framework which prioritizes and ranksthe level of market price observability used in measuring investments at fairvalue. Market price observability is impacted by a number of factors, includingthe type of investment and the characteristics specific to the investment.Investments with readily available active quoted prices or for which fair valuecan be measured from actively quoted prices generally will have a higher degreeof market price observability and a lesser degree of judgment used in measuringfair 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 FAS 157, the Fund does not adjust the quotedprice for these investments even in situations where the Fund holds a largeposition and a sale could reasonably impact the quoted price.

 

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

 

7

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

 

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

 

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

 

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

 

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

 

Uponadoption of SFAS No. 157, the Fund determined that Level I securitieswould include all of its futures and options contracts where it believes thatquoted prices are available in an active market.

 

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

 

The following table summarizes the valuation of theFund’s investments by the above FAS 157 fair value hierarchy levels as of December 31,2008 and March 31, 2009:

 
| ** **                                      | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|-------------------------------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|--------------------|------------|
| Net unrealized  profit (loss) on open contracts |       |      |       |             |       |              |       |               |       |
| 12/31/2008                                      |       | $         | 11,866,510 |             | $          | 12,678,594        |       | $                  | (812,084   | ) | N/A |   |
| 03/31/2009                                      |       | $         | (3,259,909 | )                | $          | 48,564            |       | $                  | (3,308,473 | ) | N/A |   |

 

8

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The Fund adopted Statement of Financial Accounting Standards No. 161,“Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”)as of January 1, 2009 which requires qualitative disclosures aboutobjectives and strategies for using derivatives, quantitative disclosures aboutfair value amounts of and gains and losses on derivative instruments, anddisclosures about credit-risk-related contingent features in derivativeagreements. FAS 161 only expands the disclosure requirements for derivativeinstruments and related hedging activities and has no impact on Statement ofFinancial Condition or Statement of Income and Expenses and Partners’ Capital.

 

The Fund engages in the speculative trading of futures, options onfutures and forward contracts on a wide range of commodities. Such contractsmeet the definition of a derivative as noted in FASB Statement No. 133,*Accounting for Derivative Instruments andHedging Activities*. The disclosure about the objectives andstrategies for using derivatives is described in Note 1. The fair value amountsof and the gains and losses on derivative instruments is disclosed in thestatement of financial condition and statement of operations respectively.There are no credit related contingent features embedded in these derivativecontracts.

 

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

 

4.             NET ASSET VALUE PER UNIT

 

For financial reporting purposes, in conformity withU.S. GAAP, the Fund deducted the total initial offering costs at inception fromMembers’ Capital for purposes of determining Net Asset Value.  For all other purposes, including computingNet Asset Value for purposes of member subscription and redemption activity,such costs are amortized over 60 months. Consequently, the Net Asset Value andNet Asset Value per Unit of the different Classes for financial reportingpurposes and for all other purposes at March 31, 2009 and December 31,2008 are as follows:

 

March 31,2009

 
| ** **    | ** ** | **Net Asset Value**     | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|-------------------------|-------------|--------------------------|------------|------------------------------|------------|
| ** **    | ** ** | **All Other  Purposes** | ** **  | **Financial  Reporting** | ** ** | **Number of   Units**        | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A  |       | $                       | 27,564,044  |                     | $          | 27,568,858                   |       | 17,730,718 |   | $ | 1.5546 |   | $ | 1.5549 |   |
| Class C  |       | 95,351,531              |        | 95,365,269               |       | 63,619,106                   |       | 1.4988 |   | 1.4990 |   |
| Class D  |       | 11,612,252              |        | 11,610,299               |       | 6,915,976                    |       | 1.6790 |   | 1.6788 |   |
| Class I  |       | 11,677,847              |        | 11,672,988               |       | 7,399,755                    |       | 1.5781 |   | 1.5775 |   |
| Class DS |       | 73,241,018              |        | 73,251,693               |       | 43,807,597                   |       | 1.6719 |   | 1.6721 |   |
| Class DT |       | 80,967,952              |        | 80,985,415               |       | 47,321,693                   |       | 1.7110 |   | 1.7114 |   |
|          |       | $                       | 300,414,644 |                     | $          | 300,454,522                  |       | 186,794,845 |   |   |   |   |   |
|               |            |                         |             |                          |            |                              |            |  |  |  |  |  |  |  |  |

 

9

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December 31,2008

 
| ** **    | ** ** | **Net Asset Value**     | ** **        | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|---------------|------------|-------------------------|-------------------|--------------------------|------------|------------------------------|------------|
| ** **    | ** ** | **All Other  Purposes** | ** **        | **Financial  Reporting** | ** ** | **Number of  Units**         | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
| Class A  |       | $                       | 29,804,179        |                     | $          | 29,807,147                   |       | 18,714,925 |   | $ | 1.5925 |   | $ | 1.5927 |   |
| Class C  |       | 105,099,697             |              | 105,106,897              |       | 68,281,073                   |       | 1.5392 |   | 1.5393 |   |
| Class D  |       | 11,852,201              |              | 11,849,514               |       | 6,915,976                    |       | 1.7137 |   | 1.7134 |   |
| Class I  |       | 14,470,870              |              | 14,465,113               |       | 8,961,247                    |       | 1.6148 |   | 1.6142 |   |
| Class DS |       | 70,896,651              |              | 70,902,871               |       | 41,543,859                   |       | 1.7065 |   | 1.7067 |   |
| Class DT |       | 88,290,270              |              | 88,302,264               |       | 50,625,248                   |       | 1.7440 |   | 1.7442 |   |
|          |       | $                       |  320,413,868 |                     | $          | 320,433,806                  |       | 195,042,328 |   |   |   |   |   |
|               |            |                         |                   |                          |            |                              |            |  |  |  |  |  |  |  |  |

 

5.               MARKET AND CREDIT RISK

 

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

 

### MarketRisk

 

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

 

MLAI hasprocedures in place intended to control market risk exposure, although therecan be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily onmonitoring the trading of Aspect, calculating the Net Asset Value of the Fundas of the close of  business on each dayand reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the marketsto hedge or diversify the Fund’s market exposure, MLAI may urge Aspect to reallocatepositions in an attempt to avoid over-concentrations.  However, such interventions are expected tobe unusual.  It is expected that MLAI’sbasic risk control procedures will consist simply of the ongoing process ofadvisor monitoring, with the market risk controls being applied by Aspect.

 

Credit Risk

 

The risks associated withexchange-traded contracts are typically perceived to be less than thoseassociated with over-the-counter (non-exchange-traded) transactions, becauseexchanges typically provide clearinghouse arrangements in which the collectivecredit (in some cases limited in amount, in some cases not) of the members ofthe exchange is pledged to support the financial integrity of theexchange.  In over-the-countertransactions, on the other hand, traders must rely solely on the credit oftheir respective individual counterparties. Margins, which may be subject to loss in the event of a

 

10

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default, are generallyrequired in exchange trading, and counterparties may also require margin in theover-the-counter markets.

 

The credit riskassociated with these instruments from counterparty nonperformance is the Netunrealized profit, if any, included in the Statements of Financial Condition.The Fund attempts to mitigate this risk by dealing exclusively with MerrillLynch 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 toMLPF&S, these receivables and payables are offset and reported as a netreceivable or payable and included in Equity in commodity futures tradingaccounts in the Statements of Financial Condition.

 

6.             RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2008, the FASB issued Statement ofFinancial Accounting Standards No. 162, “*TheHierarchy of Generally Accepted Accounting Principles*” (“FAS 162”).FAS 162 identifies the sources of accounting principles and the framework forselecting the accounting principles used in preparing financial statements ofnongovernmental entities that are presented in conformity with U.S. GAAP.Currently, U.S. GAAP hierarchy is provided in the American Institute ofCertified Public Accountants U.S. Auditing Standards (“AU”) Section 411, “*The Meaning of Present Fairly in Conformity With Generally AcceptedAccounting Principles*” (“AU Section 411”). FAS 162 is effective60 days following the SEC’s approval of the Public Company Accounting OversightBoard’s amendments to AU Section 411. The Fund does not expect theadoption of FAS 162 to have an impact on its financial statements.

 

In April 2009, the FASB issued FSP No. FAS157-4, “*Determining Fair Value When theVolume and Level of Activity for the Asset or Liability Have SignificantlyDecreased and Identifying Transactions That Are Not Orderly*” (FSP157-4). FSP 157-4 provides additional guidance for estimating fair value inaccordance with FASB Statement No. 157, *FairValue Measurements*, when the volume and level of activity for theasset or liability have significantly decreased. This FSP also includesguidance on identifying circumstances that indicate a transaction is notorderly. The FSP emphasizes that even if there has been a significant decreasein the volume and level of activity for the asset or liability and regardlessof the valuation technique(s) used, the objective of a fair valuemeasurement remains the same. Fair value is the price that would be received tosell an asset or paid to transfer a liability in an orderly transaction (thatis, not a forced liquidation or distressed sale) between market participants atthe measurement date under current market conditions. The FSP also containsenhanced disclosure requirements whereby fair value disclosures as well ascertain disaggregated information will be disclosed beginning in the secondquarter 2009.

 

11

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Item 2.            Management’s Discussion and Analysisof Financial Condition and Results of Operations

 

MONTH-END NET ASSET VALUEPER UNIT

(NON U.S. GAAP)

 

MLAI believes that the Net Asset Value used to calculate subscriptionand redemption value and to report performance to investors throughout the yearis the most valuable performance measure to the Members of the Fund.  Therefore, the charts below referencing NetAsset Value and performance measurements are based on the Net Asset Value forall other purposes, as discussed in Note 3 to the financial statements.

 

Class A

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.3141     |     | $          | 1.4206   |       | $ | 1.3950 |   |
| 2009       |       | $        | 1.5995     |     | $          | 1.6080   |       | $ | 1.5546 |   |

 

Class C

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.2812     |     | $          | 1.3839   |       | $ | 1.3578 |   |
| 2009       |       | $        | 1.5447     |     | $          | 1.5516   |       | $ | 1.4988 |   |

 

Class D

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.3898     |     | $          | 1.5043   |       | $ | 1.4790 |   |
| 2009       |       | $        | 1.7234     |     | $          | 1.7347   |       | $ | 1.6790 |   |

 

Class I

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.3268     |     | $          | 1.4348   |       | $ | 1.4094 |   |
| 2009       |       | $        | 1.6225     |     | $          | 1.6316   |       | $ | 1.5781 |   |

 

Class DS

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.3899     |     | $          | 1.5043   |       | $ | 1.4792 |   |
| 2009       |       | $        | 1.7162     |     | $          | 1.7274   |       | $ | 1.6719 |   |

 

Class DT

 

| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.3982     |     | $          | 1.5206   |       | $ | 1.4941 |   |
| 2009       |       | $        | 1.7551     |     | $          | 1.7679   |       | $ | 1.7110 |   |

 

12

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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 2009.

 

The Fund’s capital consists of the capitalcontributions of the member 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, 2009, Fundcapital decreased 6.24% from $320,433,806 to $300,454,522.  This decrease was attributable to the netloss from operations of $6,873,574, coupled with the redemption of 12,724,972Redeemable Units of Limited Fund Interest resulting in an outflow of $20,458,605.  The cash outflow was offset with cash inflowof $7,352,895 due to subscription of 4,477,489 units.  Future redemptions could impact the amount offunds available for investment in commodity contract positions in subsequentmonths.

 

Critical Accounting Policies

 

Use of Estimates

 

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

 

Statement of Cash Flows

 

The Fund has elected not to provide a Statement ofCash Flows as permitted by Statement of Financial Accounting Standards No. 102“Statement of Cash Flows-Exemption of Certain Enterprises and Classification ofCash Flows from Certain Securities Acquired for Resale” (“FAS 102”).

 

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 Statement of Changes in Members’ Capital.

 

13

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Fair Value Measurements

 

The Fund adopted Statement of Financial AccountingStandards No. 157, *Fair Value Measurements*(“SFAS 157”) as of January 1, 2008 which defines fair value as the pricethat would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date.  The Fund did not apply the deferral allowedby FASB Staff Positions No. FAS 157-2, for nonfinancial assets and nonfinancialliabilities measured at fair value on a nonrecurring basis.  For more information on our treatment of fairvalue, see Note 3, Fair Value of Investments.

 

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 Statement ofChanges 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 Statement of Changes in Members’ Capital.

 

Income Taxes

 

Income taxes have not been provided as each memberis individually liable for the taxes, if any, on their share of the Fund’sincome and expenses and Members’ Capital.

 

In 2007, the Fund adopted FASB interpretation No. 48“Accounting for Uncertainty in income Taxes” (“FIN 48”).  FIN 48 provides guidance for how uncertaintax positions should be recognized, measured, presented and disclosed in thefinancial statements.  FIN 48 requiresthe evaluation of tax positions taken or expected to be taken in the course ofpreparing the Fund’s financial statements to determine whether the taxpositions are “more-likely-than-not” to be sustained by the applicable taxauthority.  Tax positions with respect totax at the Fund level not deemed to meet the “more-likely-than-not” thresholdwould be recorded as a tax benefit or expense in the current year.  MLAI has concluded that the adoption of FIN48 had no impact on the operations of the Fund for the period ended March 31,2009 and that no provision for income tax is required in the Fund’s financialstatements.

 

14

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Results of Operations

 

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.

 

Theenergy sector posted profits for the Fund. Profits were posted to the Fund atthe beginning of the quarter driven by gains from crude oil and natural gas,whose prices declined from bearish inventory data. The Fund’s short positionsin natural gas and products of crude oil posted profits to the Fund in themiddle of the quarter. The quarter ended with losses being posted to the Fundas crude oil prices rose despite OPEC announcing that it will not cut output.

 

The interest ratesector posted losses for the Fund. The quarter began with losses being postedto the Fund due to bonds being sold off and interest rates rose as governmentscontinued to develop rescue plans and packages to boost growth. This wasparticularly seen in European bond markets with U.K. Gilts and Bunds being twoof the worst contracts. However, the Fund’s long positions in interest ratesbenefited from the rate cut decisions of the Bank of England and the EuropeanCentral Bank but were not enough to offset the losses. Long positions in theinterest rate model was profitable for the Fund in the middle of the quarterhowever, performance was dragged down by losses in short positions in theAustralian dollar and British sterling as quantitative easing seemed morelikely than further interest rate cuts in the United Kingdom. The U.S. FederalReserve’s plan to repurchase debt caused U.S. fixed income markets to rally.U.S. interest rate markets and European fixed income markets followed and theFund’s long positions posted profits to the Fund at the end of the quarter.

 

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

 

The agriculturesector posted losses for the Fund. Profits were posted to the Fund at thebeginning through the middle of the quarter despite losses from a sharpreversal in cocoa markets. Losses were posted to the Fund at the end of thequarter due to challenging market conditions.

 

The stock indicessector posted losses for the Fund. Profits were posted to the Fund at thebeginning of the quarter due to the stock markets rallying with renewedinvestor optimism in response to the U.S. President Obama’s stimulus plan.Profits continued to be posted to the Fund through the middle of the quarter asglobal equity markets continue their poor performance caused by further weakeconomic data and problems for financial companies which benefited the Fund’sshort positions. Although most global stock markets remain in negativeterritory at the end of the quarter, many saw a strong rally to the detrimentof the Fund’s short positions resulting in losses being posted to the Fund.

 

The currencysector posted losses for the Fund. The U.S. dollar continued strengthening as aresult of risk aversion and the increasingly negative outlook for Europe.Europe continues to deal with crises in the financial sector particularly inthe weakness of the British sterling to the benefit of the Fund’s shortpositions resulting in profits being posted to the fund at the beginning of thequarter. Profits were posted to the Fund in the middle 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 

 

15

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losses in the Japanese yen against the U.S. dollar. The Swedish kronafell to a record low against the Euro after an unexpectedly large rate-cut andthe worst Swedish GDP figures since 1940. The quarter ended with losses beingposted to the Fund. The announcement of the U.S. Treasury’s new plansresulted in the U.S. dollar weakening against major currencies resulting inlosses being posted to the Fund at the end of the quarter.

 

January 1,2008 to March 31, 2008

 

The Fund experienced a net trading gain beforebrokerage commissions and related fees in the first quarter of 2008 of$38,118,954.  Gains were primarilyattributable to the Fund’s trading in interest rates, agriculture, stockindices, currencies, and the metal sectors posting gains while the energysector posted losses.

 

Theinterest rate sector posted profits for the Fund at the beginning of the year.The weak economic data early in January suggested an increased likelihoodof a recession that was reflected in an increased level of risk aversion on thepart of many investors. This prompted the U.S. Federal Reserve to cut interestrates by a total of 125 basis points. The Fund’s long positions in short terminterest rates were particularly profitable as were the long positions inbonds. The reduction in interest rates created positive market sentiment.Profits continued to be posted to the Fund mid-quarter only to be offset bylosses at the end of the quarter due to short term interest rates finishingdown.

 

Theagriculture sector posted profits for the Fund. Profits were posted to the Fundat the beginning of the year driven by long positions in corn and soybean. Theagriculture sector was the best performing sector mid-quarter due to the robustgains from the Fund’s long positions in soybeans, coffee and wheat. Amid highvolatility, the markets reversed sharply at the end of the quarter, causinglong positions to give back some of their gains made earlier in the year.

 

Thestock indices sector posted profits for the Fund. Short positions in manyequity indices were profitable for the Fund at the beginning of the year whichcontinued through the mid-quarter. Profits were posted for the Fund at the endof the quarter as short positions in stock indices took advantage of furthermarket weakness, especially in Japan.

 

Thecurrency sector posted profits for the Fund. After recent months that havewitnessed higher volatility in foreign exchange, global currency markets wererelatively subdued in January with a small loss in the currency sector.The Euro versus the U.S. dollar and the U.S. dollar versus the Swiss Francpairs were the most profitable positions for the Fund after the U.S. dollarfinished near record lows against several of the major currencies at the end ofthe mid-quarter. The currency sector finished profitably as positions benefitedfrom the continued depreciation of the U.S. dollar against the Euro and SwissFranc.

 

Themetals sector posted profits for the Fund. Profits were posted to the Fund atthe beginning of the year. The Fund’s long positions in precious metalsaccounted for much of the gains posted for the Fund in the middle of thequarter. The Fund struggled in the final weeks of the quarter with lossesposted for the Fund from precious metals amid high market volatility.

 

Theenergy sector posted losses for the Fund. A negative contribution from energiesas the strength in oil prices seen at the end of 2007 reversed posting lossesfor the Fund at the beginning of the quarter. The Fund’s long positions in oilsaccounted for much of the gains posted to the Fund mid-quarter. The energiessector saw more mixed results, but strong performance in gas oil and heatingoil ensured a net profit for the Fund as the quarter ended.

 

16

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Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk

 

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

 

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

 

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

 

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

 

Quantifying The Fund’s Trading Value At Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding theFund’s market risk exposures contain “forward-looking statement” within themeaning of the safe harbor from civil liability provided for such statements bythe Private Securities Litigation Reform Act of 1995 (set forth in Section 27Aof the Securities Act of 1933 and Section 21E of the Securities ExchangeAct of 1934).  All quantitativedisclosures in this section are deemed to be forward-looking statements forpurposes of the safe harbor, except for statements of historical fact.

 

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

 

Maintenance margin requirements have been used by theFund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceedthe maximum loss in the fair value of any given contract incurred in 95%-99% ofthe one-day time periods included in the historical sample (generallyapproximately one year) researched for purposes of establishing marginlevels.  The maintenance margin levelsare established by dealers and exchanges using historical price studies as wellas an assessment of current market volatility (including the implied volatilityof the options on a given futures contract) and economic fundamentals toprovide a probabilistic estimate of the maximum expected near-term one-dayprice 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.

 

17

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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.

*** ***

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

 

The following table indicates theaverage, highest and lowest trading Value at Risk associated with the Fund’sopen positions by market category for the fiscal period. For the three monthsended March 31, 2009 and 2008, the Fund’s average Month-end Net AssetValue for all other purposes was approximately $311,894,964and $277,770, 214, respectively.

 

**March 31,2009**

 
| ** **        | ** ** | **Average Value** | ** **       | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|-------------------|------------|-------------------|------------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector** | ** ** | **at Risk**       | ** **       | **Capitalization** | ** ** | **at Risk**       | ** ** | **at Risk**      | ** ** |
|              |       |              |             |               |       |              |       |             |       |
| Agriculture       |       | $                 |  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 |   |

** **

**March 31,2008**

 
| ** **        | ** ** | **Average Value** | ** **       | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|-------------------|------------|-------------------|------------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector** | ** ** | **at Risk**       | ** **       | **Capitalization** | ** ** | **at Risk**       | ** ** | **at Risk**      | ** ** |
|              |       |              |             |               |       |              |       |             |       |
| Agriculture       |       | $                 |  1,517,033  |               | 0.55       | %                 | $          |  3,229,047  |       | $ |  426,019 |   |
| Currencies        |       | 5,059,466         |             | 1.82               | %          | 9,038,747         |       | 2,613,426        |       |
| Energy            |       | 2,288,745         |             | 0.82               | %          | 4,458,641         |       | 843,891          |       |
| Interest Rates    |       | 12,596,381        |             | 4.53               | %          | 18,364,205        |       | 8,163,193        |       |
| Metals            |       | 958,341           |             | 0.35               | %          | 2,047,636         |       | 139,919          |       |
| Stock Indices     |       | 2,160,333         |             | 0.78               | %          | 3,820,724         |       | 756,881          |       |
|              |       |              |             |               |       |              |       |             |       |
| Total             |       | $                 |  24,580,299 |               | 8.85       | %                 | $          |  40,959,000 |       | $ |  12,943,329 |   |

 

18

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Material Limitations on Value at Risk as an Assessment ofMarket Risk

 

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

** **

**Non-TradingRisk**

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

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

 

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

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

Thefollowing qualitative disclosures regarding the Fund’s market risk exposures —except for (i) those disclosures that are statements of historical factand (ii) the descriptions of how the Fund manages its primary market riskexposures — constitute forward-looking statements within the meaning of Section 27Aof the Securities Act and Section 21E of the Securities Exchange Act. TheFund’s primary market risk exposures as well as the strategies used and to beused by MLAI 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.

 

Item4. Controls and Procedures

 

MLAI, the Sponsorof ML AspectFuturesAccess LLC, with the participation of the Sponsor’s ChiefExecutive Officer and the Chief Financial Officer, has evaluated theeffectiveness of the design and operation of its disclosure controls and procedureswith respect to the Fund as of the end of the period of this quarterly report,and, based on this evaluation, has concluded that these disclosure controls andprocedures are effective.  Additionally,there were no significant changes in the Fund’s internal controls or in otherfactors during the latest fiscal quarter that has materially affected, or isreasonably likely to materially affect the Fund’s internal control overfinancial reporting.

 

19

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PART II -OTHER INFORMATION

 

Item 1.                       LegalProceedings

 

None.

 

Item 1A.  Risk Factors

 

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

 

Item 2.                       UnregisteredSales of Equity Securities and Use of Proceeds

 

(a)   Issuance to accredited investorspursuant to Regulation D and Section 4(6) under the SecuritiesAct.  The selling agent of the following Class ofUnits was MLPF&S.

 

CLASS A

 
| ** ** | ** ** | **Subscription** | ** **   |
|------------|------------|------------------|--------------|
| ** ** | ** ** | **Amount**       | ** **   | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                |  — |   | — |   | 1.5925 |   |
| Feb-09     |       | 612,698          |         | 383,056 |   | 1.5995 |   |
| Mar-09     |       | 196,943          |         | 122,477 |   | 1.6080 |   |
| Apr-09     |       | 203,771          |         | 131,076 |   | 1.5546 |   |
|            |            |                  |              |  |  |  |  |  |

 

CLASS C

 
| ** ** | ** ** | **Subscription** | ** **    |
|------------|------------|------------------|---------------|
| ** ** | ** ** | **Amount**       | ** **    | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                |  442,877 |   | 287,732 |   | 1.5392 |   |
| Feb-09     |       | 696,976          |          | 451,205 |   | 1.5447 |   |
| Mar-09     |       | 1,227,957        |          | 791,413 |   | 1.5516 |   |
| Apr-09     |       | 1,441,995        |          | 966,100 |   | 1.4988 |   |
|            |            |                  |               |  |  |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** **   |
|------------|------------|------------------|--------------|
| ** ** | ** ** | **Amount**       | ** **   | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                |  — |   | — |   | 1.7137 |   |
| Feb-09     |       | —           |         | — |   | 1.7234 |   |
| Mar-09     |       | —           |         | — |   | 1.7347 |   |
| Apr-09     |       | —           |         | — |   | 1.6790 |   |
|            |            |                  |              |  |  |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **Subscription** | ** ** |
|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | 9,999      |   | 6,192 |   | 1.6148 |   |
| Feb-09     |       | 19,999           |       | 12,326 |   | 1.6225 |   |
| Mar-09     |       | 259,995          |       | 159,350 |   | 1.6316 |   |
| Apr-09     |       | 10,999           |       | 9,670 |   | 1.5781 |   |
|            |            |                  |            |  |  |  |  |  |

 

CLASS DS

 
| ** ** | ** ** | **Subscription** | ** ** |
|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | 1,014,112  |   | 594,264 |   | 1.7065 |   |
| Feb-09     |       | 1,916,850        |       | 1,116,915 |   | 1.7162 |   |
| Mar-09     |       | 954,491          |       | 552,559 |   | 1.7274 |   |
| Apr-09     |       | —           |       | — |   | 1.6719 |   |
|            |            |                  |            |  |  |  |  |  |

 

CLASS DT

 
| ** ** | ** ** | **Subscription** | ** ** |
|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units** | ** ** | **NAV (1)** | ** ** |
| Jan-09     |       | $                | —     |   | — |   | 1.7440 |   |
| Feb-09     |       | —           |       | — |   | 1.7551 |   |
| Mar-09     |       | —           |       | — |   | 1.7679 |   |
| Apr-09     |       | —           |       | — |   | 1.7110 |   |
|            |            |                  |            |  |  |  |  |  |

 

----

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

 

(b) None.

(c) None.

 

20

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Item 3.                                  DefaultsUpon Senior Securities

 

None.

 

Item 4.                                  Submissionof Matters to a Vote of Security Holders

 

None.

 

Item 5.                                  OtherInformation

 

None.

 

Item 6.                                  Exhibits

 

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

 

31.01 and

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

 

Exhibit 31.01

and 31.02:                   Are filedherewith.

 

32.01 and

32.02                                             Section 1350Certifications

 

Exhibit 32.01

and 32.02                      Are filedherewith.

 

21

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**SIGNATURES**

 

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

 

 
|                    | ML ASPECT FUTURESACCESS  LLC |
|-------------------------|------------------------------|
|                    |                         |   |
|                    |                         |   |
|                    | By:                          | MERRILL LYNCH  ALTERNATIVE INVESTMENTS LLC |
|                    |                         | (Manager) |
|                    |                         |   |
|                    |                         |   |
| Date: May 15, 2009 |                         | By | /s/ PAUL MORTON |
|                    |                         |   | Paul Morton |
|                    |                         |   | Chief Executive  Officer, President and Manager |
|                    |                         |   | (Principal Executive  Officer) |
|                    |                         |   |   |
|                    |                         |   |   |
| Date: May 15, 2009 |                         |   |   |
|                    |                         | By | /s/ BARBRA E. KOCSIS |
|                    |                         |   | Barbra E. Kocsis |
|                    |                         |   | Chief Financial Officer |
|                    |                         |   | (Principal Financial  and Accounting Officer) |
|                         |                              |  |  |  |

 

22

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