** **

** **

**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q**

 

**(MarkOne)**

 
| **x****QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|--------------------------------------------------------------------------------------------------------------|
|                                                                                                         |
| **For the quarterly period ended June 30,  2008**                                                       | ** ** |
|                                                                                                         |   |
| **OR**                                                                                                       | ** ** |
|                                                                                                         |
| **o****TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For thetransition period from                      to                     **

 

**CommissionFile Number 0-52384**

 

# **ML APM GLOBAL COMMODITY FUTURESACCESS LLC**

(Exact Name of Registrantas

specified in its charter)

 

| **Delaware**                    | **20-5269618**                    |
|---------------------------------|-----------------------------------|
| (State or other jurisdiction of | (IRS Employer Identification No.) |
| incorporation or organization)  |                              |

 

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

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

**New York, New York 10281**

(Address of principalexecutive offices)

(Zip Code)

 

**212-236-1974**

(Registrant’s telephonenumber, including area code)

 

**Hopewell Corporate Campus,Building No. 2**

**1200 Merrill Lynch Drive-Firstfloor, Pennington, New Jersey 08534,**

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

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

Yes x   No o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer.  See thedefinitions of “accelerated filer “large accelerated filer”, “accelerated filer”and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Checkone):

 
| Large accelerated  filer   o |   | Accelerated filer  o |   | Non-accelerated  filer  x |   | Smaller Reporting  Company o |
|----------------------------------------|--------|---------------------------|--------|-------------------------------------|--------|------------------------------|

 

Indicate by check markwhether registrant is a shell company (as defined by Rule 12b-2 of theExchange Act).

Yes o   No x

 

Indicate by check markwhether the registrant has filed all documents and reports required to be filedby Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.         Yeso   No o

 

The limited partnershipunits of the registrant are not publicly traded. Accordingly, there is noaggregate market value for registrant’s outstanding equity that is readilydeterminable.

 

 

 

----

 

**ML APM GLOBAL COMMODITYFUTURESACCESS LLC**

 

QUARTERLY REPORT FOR JUNE30, 2008 ON FORM 10-Q

 

Table of Contents

 
|         | ** **                                                                                  | **PAGE** |
|--------------|---------------------------------------------------------------------------------------------|----------|
| PART I  |
|         |                                                                                        |     |
| Item 1.      | Financial Statements                                                                        | 1        |
|         |                                                                                        |     |
| Item 2.      | Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 10       |
|         |                                                                                        |     |
| Item 3.      | Quantitative  and Qualitative Disclosures About Market Risk                                 | 15       |
|         |                                                                                        |     |
| Item 4.      | Controls and  Procedures                                                                    | 18       |
|         |                                                                                        |     |
| PART II |
|         |                                                                                        |     |
| Item 1.      | Legal Proceedings                                                                           | 19       |
|         |                                                                                        |     |
| Item 1A.     | Risk Factors                                                                                | 19       |
|         |                                                                                        |     |
| Item 2.      | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 21       |
|         |                                                                                        |     |
| 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                                                                                    | 22       |
|              |                                                                                             |          |  |

 

----

 

PART I -FINANCIAL INFORMATION

 

Item 1.    FinancialStatements

 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF FINANCIALCONDITION

 
| ** **                                                                                        | ** ** | **June 30,**    | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------|------------|-----------------|-------------|------------------|------------|
| ** **                                                                                        | ** ** | **2008**        | ** **  | **2007**         | ** ** |
| ** **                                                                                        | ** ** | **(unaudited)** | ** **  | ** **       | ** ** |
| **ASSETS:**                                                                                       |       |            |        |             |       |
| Equity in  commodity futures trading accounts:                                                    |       |            |        |             |       |
| Cash (including  restricted cash of $8,814,957 for 2008 and $6,068,085 for 2007)                  |       | $               | 92,980,205  |             | $          | 57,821,014 |   |
| Options at  market (premium paid $6,870,749 for 2008 and $4,367,164 for 2007)                     |       | 11,631,158      |        | 6,520,243        |       |
| Net unrealized  profit (loss) on open contracts                                                   |       | 346,739         |        | 589,384          |       |
| Cash                                                                                              |       | 69,411          |        | 13,740           |       |
| Accrued interest                                                                                  |       | 135,389         |        | 191,067          |       |
|                                                                                              |       |            |        |             |       |
| **TOTAL  ASSETS**                                                                                 |       | $               | 105,162,902 |             | $          | 65,135,448 |   |
| ** **                                                                                        |       |            |        |             |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL**                                                        |       |            |        |             |       |
| LIABILITIES:                                                                                      |       |            |        |             |       |
| Brokerage  commissions payable                                                                    |       | $               | 22,729      |             | $          | 16,935 |   |
| Management fee  payable                                                                           |       | 131,120         |        | 80,070           |       |
| Initial offering  costs payable                                                                   |       | 27,965          |        | 27,965           |       |
| Performance fee  payable                                                                          |       | 1,951,332       |        | 936,548          |       |
| Sponsor fee  payable                                                                              |       | 147,035         |        | 70,822           |       |
| Redemptions  payable                                                                              |       | 2,005,240       |        | 142,377          |       |
| Other                                                                                             |       | 244,907         |        | 291,685          |       |
|                                                                                              |       |            |        |             |       |
| Total  liabilities                                                                                |       | 4,530,328       |        | 1,566,402        |       |
|                                                                                              |       |            |        |             |       |
| MEMBERS’  CAPITAL:                                                                           |       |            |        |             |       |
| Members’  Interest (77,763,665 and 56,168,576 Units outstanding, unlimited Units authorized) |       | 100,632,574     |        | 63,569,046       |       |
|                                                                                              |       |            |        |             |       |
| Total members’  capital                                                                      |       | 100,632,574     |        | 63,569,046       |       |
|                                                                                              |       |            |        |             |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                                  |       | $               | 105,162,902 |             | $          | 65,135,448 |   |

 

**NET ASSETVALUE PER UNIT (NOTE3)**

** **

See notes tofinancial statements.

 

1

----

 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                    | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the six**  | ** ** | **For the six**  | ** ** |
|-----------------------------------------------|------------|-------------------|------------|-------------------|------------|------------------|------------|------------------|------------|
| ** **                                    | ** ** | **months ended**  | ** ** | **months ended**  | ** ** | **months ended** | ** ** | **months ended** | ** ** |
| ** **                                    | ** ** | **June 30,**      | ** ** | **June 30,**      | ** ** | **June 30,**     | ** ** | **June 30,**     | ** ** |
| ** **                                    | ** ** | **2008**          | ** ** | **2007**          | ** ** | **2008**         | ** ** | **2007**         | ** ** |
| **TRADING  PROFIT (LOSS):**                   |       |              |       |              |       |             |       |             |       |
| ** **                                    |       |              |       |              |       |             |       |             |       |
|  Realized                                |       | $                 | (616,166   | )                 | $          | 397,624          |       | $                | 11,666,434 |   | $ | 236,996 |   |
|  Change in unrealized                    |       | 5,428,848         |       | 112,609           |       | 2,364,685        |       | 128,976          |       |
|  Brokerage commissions                   |       | (80,706           | )          | (11,956           | )          | (147,939         | )          | (18,360          | )          |
|                                          |       |              |       |              |       |             |       |             |       |
| Total trading  profit (loss)                  |       | 4,731,976         |       | 498,277           |       | 13,883,180       |       | 347,612          |       |
|                                          |       |              |       |              |       |             |       |             |       |
| **INVESTMENT  INCOME:**                       |       |              |       |              |       |             |       |             |       |
| Interest                                      |       | 408,339           |       | 343,329           |       | 948,832          |       | 488,819          |       |
|                                          |       |              |       |              |       |             |       |             |       |
| **EXPENSES:**                                 |       |              |       |              |       |             |       |             |       |
| Management fee                                |       | 376,215           |       | 117,730           |       | 707,462          |       | 171,491          |       |
| Sponsor fee                                   |       | 413,584           |       | 90,537            |       | 725,321          |       | 115,496          |       |
| Performance Fee                               |       | 642,841           |       | —            |       | 1,957,770        |       | —           |       |
| Other                                         |       | 69,848            |       | 122,486           |       | 122,860          |       | 241,817          |       |
|                                          |       |              |       |              |       |             |       |             |       |
| Total expenses                                |       | 1,502,488         |       | 330,753           |       | 3,513,413        |       | 528,804          |       |
|                                          |       |              |       |              |       |             |       |             |       |
| **NET  INVESTMENT INCOME (LOSS)**             |       | (1,094,149        | )          | 12,576            |       | (2,564,581       | )          | (39,985          | )          |
| ** **                                    |       |              |       |              |       |             |       |             |       |
| **NET  INCOME (LOSS)**                        |       | $                 | 3,637,827  |              | $          | 510,853          |       | $                | 11,318,599 |   | $ | 307,627 |   |
| ** **                                    |       |              |       |              |       |             |       |             |       |
| **NET  INCOME (LOSS) PER UNIT:**              |       |              |       |              |       |             |       |             |       |
| ** **                                    |       |              |       |              |       |             |       |             |       |
| Weighted average  number of Units outstanding |       |              |       |              |       |             |       |             |       |
| Class A*                                      |       | 7,462,429         |       | 3,678,022         |       | 6,878,870        |       | 3,550,239        |       |
| Class C                                       |       | 41,495,408        |       | 10,949,880        |       | 36,032,121       |       | 6,571,528        |       |
| Class D                                       |       | 13,917,641        |       | 13,875,571        |       | 16,887,640       |       | 11,446,501       |       |
| Class I                                       |       | 15,579,439        |       | 3,377,560         |       | 14,156,802       |       | 2,257,722        |       |
|                                          |       |              |       |              |       |             |       |             |       |
| Net income  (loss) per weighted average Unit  |       |              |       |              |       |             |       |             |       |
| Class A*                                      |       | $                 | 0.0452     |              | $          | 0.0156           |       | $                | 0.1436     |   | $ | 0.0033 |   |
| Class C                                       |       | $                 | 0.0428     |              | $          | 0.0179           |       | $                | 0.1328     |   | $ | 0.0226 |   |
| Class D                                       |       | $                 | 0.0552     |              | $          | 0.0138           |       | $                | 0.2017     |   | $ | 0.0089 |   |
| Class I                                       |       | $                 | 0.0485     |              | $          | 0.0197           |       | $                | 0.1511     |   | $ | 0.0198 |   |

 

----

* Class Acommenced on February 1, 2007

 

See notes tofinancial statements.

 

2

----

 

ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the six months ended June 30,2008 and 2007

(unaudited)

 
| ** **                 | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** |
|----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|
| ** **                 | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2007**    | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **June 30, 2008**    | ** ** |
| Class A*                   |       | —                          |       | 3,807,148         |       | (22,374         | )          | 3,784,774                      |       | 4,247,792                       |       | 3,756,481         |       | (880,294        | )          | 7,123,979                      |       |
| Class C                    |       | —                          |       | 14,176,180        |       | (424,450        | )          | 13,751,730                     |       | 23,461,920                      |       | 22,360,292        |       | (2,721,614      | )          | 43,100,598                     |       |
| Class D                    |       | 6,615,200                       |       | 14,204,149        |       | (9,900,933      | )          | 10,918,416                     |       | 19,675,186                      |       | 2,291,737         |       | (9,269,432      | )          | 12,697,491                     |       |
| Class I                    |       | —                          |       | 4,009,705         |       | (36,124         | )          | 3,973,581                      |       | 8,783,678                       |       | 7,601,289         |       | (1,543,370      | )          | 14,841,597                     |       |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Total Members’  Units |       | 6,615,200                       |       | 36,197,182        |       | (10,383,881     | )          | 32,428,501                     |       | 56,168,576                      |       | 36,009,799        |       | (14,414,710     | )          | 77,763,665                     |       |

 

----

* Class Acommenced on February 1, 2007

 

See notes tofinancial statements.

 

3

----

 

ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the six months ended June 30,2008 and 2007

(unaudited)

 
| ** **                    | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Net Income** | ** **  | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Net Income** | ** ** | **Members’ Capital** | ** ** |
|-------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|-------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|------------|--------------------------------|------------|
| ** **                    | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **(Loss)**          | ** **  | **June 30, 2007**    | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **(Loss)**          | ** ** | **June 30, 2008**    | ** ** |
|                          |       |                            |       |              |       |            |       |                |        |                           |       |                            |       |              |       |            |       |                |       | ** **                     |       |
| Class A*                      |       | $                               | —     |              | $          | 3,800,506       |       | $                   | (22,423     | )                              | $          | 11,702                          |       | $                 | 3,789,785  |            | $          | 4,849,384           |       | $                              | 4,580,879  |   | $ | (1,106,593 | ) | $ | 988,052 |   | $ |  9,311,722 |   |
| Class C                       |       | —                          |       | 13,962,100        |       | (417,494        | )          | 148,830             |        | 13,693,436                     |       | 26,459,564                      |       | 27,323,078        |       | (3,371,814      | )          | 4,785,314           |       | 55,196,142                     |       |
| Class D                       |       | 6,487,434                       |       | 13,865,995        |       | (9,664,640      | )          | 102,382             |        | 10,791,171                     |       | 22,237,106                      |       | 2,823,057         |       | (11,741,846     | )          | 3,405,520           |       | 16,723,837                     |       |
| Class I                       |       | —                          |       | 3,975,557         |       | (35,889         | )          | 44,713              |        | 3,984,381                      |       | 10,022,992                      |       | 9,239,706         |       | (2,001,538      | )          | 2,139,713           |       | 19,400,873                     |       |
|                          |       |                            |       |              |       |            |       |                |        |                           |       |                            |       |              |       |            |       |                |       |                           |       |
| Total Members’  Interest |       | $                               | 6,487,434  |              | $          | 35,604,158      |       | $                   | (10,140,446 | )                              | $          | 307,627                         |       | $                 | 32,258,773 |            | $          | 63,569,046          |       | $                              | 43,966,720 |   | $ | (18,221,791 | ) | $ | 11,318,599 |   | $ | 100,632,574 |   |
|                               |            |                                 |            |                   |            |                 |            |                     |             |                                |            |                                 |            |                   |            |                 |            |                     |            |                                |            |  |  |  |  |  |  |  |  |  |  |  |

 

----

* Class Acommenced on February 1, 2007

 

See notes tofinancial statements.

 

4

----

 

 

ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

NOTES TO FINANCIALSTATEMENTS

(unaudited)

 

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ML APM Global CommodityFuturesAccess LLC (the “Fund”) was organized under the Delaware LimitedLiability Company Act on May 17, 2004 and commenced trading activities on December 1,2006. The Fund issues new units of limited liability company interest (“Units”)at Net Asset Value per Unit as of the beginning of each calendar month. The Fundengages in the speculative trading of futures, options on futures and forwardcontracts on a wide range of commodities. Absolute Plus Management, LLC (“APM”)is the trading advisor of the Fund.

 

Merrill Lynch AlternativeInvestments LLC (“MLAI”) is the Sponsor (“Sponsor”) and Manager (“Manager”) ofthe Fund. MLAI is an indirect wholly-owned subsidiary of Merrill Lynch &Co., Inc. (“Merrill Lynch”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”),a wholly-owned subsidiary of Merrill Lynch, is the Fund’s commodity broker.

 

In the opinion of management, the financial statementscontain all adjustments necessary to present fairly the financial position ofthe Fund as of June 30, 2008 and the results of its operations for thethree and six months ended June 30, 2008 and 2007.  However, the operating results for theinterim period may not be indicative of the results for the full year.

 

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“U.S. GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the financial statements and notesthereto included in the Fund’s Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31, 2007.

 

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.

 

2.     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 an investment is the amountthat would be received to sell the investment in an orderly transaction betweenmarket participants at the measurement date (i.e. the exit price).

 

5

----

 

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 models or other valuation methodologies.Investments which are generally included in this category are investmentsvalued using market data.

 

LevelIII – Pricing inputs are unobservable and include situations where there islittle, if any, market activity for the investment. Fair value for theseinvestments is determined using valuation methodologies that consider a rangeof factors, including but not limited to the price at which the investment wasacquired, the nature of the investment, local market conditions, trading valueson public exchanges for comparable securities, current and projected operatingperformance and financing transactions subsequent to the acquisition of theinvestment. The inputs into the determination of fair value require significantmanagement judgment. Due to the inherent uncertainty of these estimates, thesevalues may differ materially from the values that would have been used had aready market for these investments existed. Investments that are included inthis category generally are privately held debt and equity securities.

 

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.

 

The following table summarizes the valuation of theFund’s investment by the above FAS 157 fair value hierarchy levels as of June 30,2008.

 
| ** **                                                                  | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|-----------------------------------------------------------------------------|------------|-----------|------------|-------------|------------|--------------|------------|---------------|------------|
| Net unrealized  Profit (loss) on open contracts and market value of options |       | $         | 11,977,897 |        | $          | 11,977,897   |       | N/A           |       | N/A |   |
|                                                                             |            |           |            |             |            |              |            |               |            |  |  |

 

6

----

 

3.     NET ASSET VALUE PER UNIT

 

For financialreporting purposes, in conformity with U.S. GAAP, the Fund amortizes over atwelve-month period the total initial offering costs payable to MLAI forpurposes of determining Net Asset Value. For all other purposes, including computing Net Asset Value for purposesof member subscription and redemption activity, such costs are amortized over60 months.  Consequently, the Net AssetValue and Net Asset Value per Unit of the different Classes for financialreporting purposes and for all other purposes at June 30, 2008 and December 31,2007 are as follows:

 

June 30, 2008

 
| ** ** | ** ** | **Net Asset Value** | ** **  | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|---------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other**            | ** **  | **Financial** | ** ** | **Number of**                               | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** ** | ** ** | **Purposes**                  | ** **  | **Reporting** | ** ** | **Units**                                        | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A    |       | $                             | 9,314,938   |          | $          | 9,311,722                                        |       | 7,123,979 |   | $ | 1.3075 |   | $ | 1.3071 |   |
| Class C    |       | 55,202,298                    |        | 55,196,142    |       | 43,100,598                                       |       | 1.2808 |   | 1.2806 |   |
| Class D    |       | 16,741,136                    |        | 16,723,837    |       | 12,697,491                                       |       | 1.3185 |   | 1.3171 |   |
| Class I    |       | 19,403,155                    |        | 19,400,873    |       | 14,841,597                                       |       | 1.3073 |   | 1.3072 |   |
|       |       | $                             | 100,661,527 |          | $          | 100,632,574                                      |       | 77,763,665 |   |   |   |   |   |
|            |            |                               |             |               |            |                                                  |            |  |  |  |  |  |  |  |  |

 

December 31, 2007

 
| ** ** | ** ** | **Net Asset Value** | ** ** | ** **    | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|------------|---------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other**            | ** ** | **Financial** | ** ** | **Number of**                               | ** ** | **All Other** | ** ** | **Financial** | ** ** |
| ** ** | ** ** | **Purposes**                  | ** ** | **Reporting** | ** ** | **Units**                                        | ** ** | **Purposes** | ** ** | **Reporting** | ** ** |
| Class A    |       | $                             | 4,852,693  |          | $          | 4,849,384                                        |       | 4,247,792 |   | $ | 1.1424 |   | $ | 1.1416 |   |
| Class C    |       | 26,466,199                    |       | 26,459,564    |       | 23,461,920                                       |       | 1.1280 |   | 1.1278 |   |
| Class D    |       | 22,254,692                    |       | 22,237,106    |       | 19,675,186                                       |       | 1.1311 |   | 1.1302 |   |
| Class I    |       | 10,025,466                    |       | 10,022,992    |       | 8,783,678                                        |       | 1.1414 |   | 1.1411 |   |
|       |       | $                             | 63,599,050 |          | $          | 63,569,046                                       |       | 56,168,576 |   |   |   |   |   |
|            |            |                               |            |               |            |                                                  |            |  |  |  |  |  |  |  |  |

 

7

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4.     MARKET AND CREDIT RISKS

 

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

 

Market Risk

 

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of the financialinstruments or commodities underlying such derivative instruments frequentlyresult in changes in the Fund’s unrealized profit (loss) or market value onsuch derivative instruments as reflected in the Statements of FinancialCondition.  The Fund’s exposure to marketrisk is influenced by a number of factors, including the relationships amongthe derivative instruments held by the Fund as well as the volatility andliquidity of the markets in which the derivative instruments are traded.Investments in foreign 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. Theseprocedures focus primarily on monitoring the trading of APM, calculating theNet Asset Value of the Fund as of the close of business on each day andreviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the marketsto hedge or diversify the Fund’s market exposure, MLAI may urge APM toreallocate positions 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 of the ongoing process of advisormonitoring, with the market risk controls being applied by APM.

 

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 the exchange.  In over-the-counter transactions, on theother hand, traders must rely solely on the credit of their respectiveindividual counterparties. Margins, which may be subject to loss in the eventof a default, are generally required in exchange trading, and counterpartiesmay also require margin in the over-the-counter markets.

 

The credit riskassociated with these instruments from counterparty nonperformance is theunrealized profit or market value of options, if any, included in theStatements of Financial Condition. The Fund attempts to mitigate this risk bydealing exclusively with Merrill Lynch entities as clearing brokers.

 

The Fund, in its normalcourse of business, enters into various contracts with MLPF&S acting as itscommodity 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.

 

8

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5.     RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2008,the FASB released Statement of Financial Accounting Standards No. 161,Disclosures about Derivative Instruments and Hedging Activities – an amendmentto FASB Statement No. 133 (“FAS 161”). FAS 161 requires qualitativedisclosures about objectives and strategies for using derivatives, quantitativedisclosures about fair value amounts of and gains and losses on derivativeinstruments, and disclosures about credit-risk related contingent features inderivative agreements. The application of FAS 161 is required for fiscal yearsbeginning after November 15, 2008 and interim periods within those fiscalyears. Currently, the Fund is evaluating the implications of FAS 161 on itsfinancial statements.

 

InMay 2008, the FASB issued Statement of Financial Accounting Standards No. 162,“*The Hierarchy of Generally Accepted AccountingPrinciples*” (“FAS 162”). FAS 162 identifies the sources ofaccounting principles and the framework for selecting the accounting principlesused in preparing financial statements of nongovernmental entities that arepresented in conformity with U.S. GAAP. Currently, U.S. GAAP hierarchy isprovided in the American Institute of Certified Public Accountants U.S.Auditing Standards (“AU”) Section 411, “*The Meaningof Present Fairly in Conformity With Generally Accepted Accounting Principles*”(“AU Section 411”). FAS 162 is effective 60 days following the SEC’sapproval of the Public Company Accounting Oversight Board’s amendments to AU Section 411.The Fund does not expect the adoption of FAS 162 to have an impact on itsfinancial statements.

 

9

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

 

MONTH-END NET ASSET VALUEPER UNIT

(NON U.S. GAAP)

 

MLAI believes thatthe Net Asset Value used to calculate subscription and redemption value andto    report performance to investorsthroughout the year is the most valuable to the Members of the Fund.   Therefore, the charts below referencing NetAsset Value and performance measurements are based on the Net Asset Value forall other purposes, as discussed in Note 2 to the financial statements.

 

Class A

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | N/A      |       | $        | 0.9932     |     | $          | 0.9869   |       | $       | 0.9853     |     | 0.9827     |   | $ | 1.0022 |   |
| 2008       |       | $        | 1.2225     |     | $          | 1.2945   |       | $        | 1.2606     |    | $          | 1.2385   |       | $ | 1.2576 |   | $ | 1.3075 |   |
|            |            |          |            |          |            |          |            |          |            |         |            |          |            |  |  |  |  |  |  |

 

Class C

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 0.9982     |     | $          | 0.9906   |       | $        | 0.9835     |    | $          | 0.9810   |       | $ | 0.9776 |   | $ | 0.9962 |   |
| 2008       |       | $        | 1.2061     |     | $          | 1.2750   |       | $        | 1.2414     |    | $          | 1.2175   |       | $ | 1.2348 |   | $ | 1.2808 |   |

 

Class D

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 0.9816     |     | $          | 0.9762   |       | $        | 0.9712     |    | $          | 0.9708   |       | $ | 0.9695 |   | $ | 0.9899 |   |
| 2008       |       | $        | 1.2119     |     | $          | 1.2852   |       | $        | 1.2590     |    | $          | 1.2445   |       | $ | 1.2656 |   | $ | 1.3185 |   |

 

Class I

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|
| 2007       |       | $        | 0.9994     |     | $          | 0.9930   |       | $        | 0.9870     |    | $          | 0.9857   |       | $ | 0.9834 |   | $ | 1.0032 |   |
| 2008       |       | $        | 1.2218     |     | $          | 1.2921   |       | $        | 1.2614     |    | $          | 1.2395   |       | $ | 1.2586 |   | $ | 1.3073 |   |

 

10

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PerformanceSummary

 

January 1,2008 to June 30, 2008

 

January 1,2008 to March 31, 2008

 

TheFund posted profits in all sectors for the first quarter.

 

The agriculture sectorposted profits for the Fund. Corn and soybeans had a strong January asSouth Korea, who is the 4th largest importer of U.S. corn, was reportedlylooking to buy more corn off of the U.S. dollar’s weakness posting profits forthe Fund. Soybeans surged on concerns that Chinese demand will reduce U.S.inventories mid-quarter. Wheat rose on reports that production will not keeppace with output and reports from the U.S. Department of Agriculture that showinventory at a 60 year low. Later in the month, wheat corrected as crops in theNorthern Hemisphere appear in better condition than initially reported. Alsowheat crops in the Ukraine and Russia look better than previously forecasted.The quarter ended with losses being posted to the Fund due to the followingfactors. Grains closed lower at –0.30% as both wheat and soybeans facedcorrections while corn ended about flat. Softs also took away about –1.00% fromreturns as coffee and sugar both corrected for a total of –0.85%. Commoditiessell off ended on March 20th with the biggest weekly decline in 50 yearsas expectations of slower economic growth impacted prices. China announcedsubsidies to farmers in an attempt to curb inflation at an 11-year high.

 

The metals sector postedprofits for the Fund. The largest returns came from precious metals which wereup by about 2% (gold +1.5% and silver +0.5%) at the beginning of the yearposting profits to the Fund. Gold moved to a record level of over $942 on theback of the U.S. Federal Reserve’s aggressive move and the U.S. dollar’sweakness and copper rose on reports the supply is the lowest in sevenmonths.  The quarter ended with lossesbeing posted to the Fund due to precious metals which fell -1.00% in March withgold mostly responsible, finishing down -0.70%.

 

The interest rate sectorposted profits for the Fund. The U.S. Federal Reserve made a historical move ofreducing rates at the beginning of the year by 125 basis points in nine daysciting both growth and credit concerns and that credit has still tightened forhouseholds and businesses. Losses were posted to the Fund mid-quarter due tothe volatility in the market as the fixed income ended slightly negative byroughly -0.80%. The quarter ended with profits being posted to the Fund as theU.S. Federal Reserve lowered overnight rates by 75 basis points to 2.25% whichwas the 6th reduction since September 2007.

 

The energy sector postedprofits for the Fund. Losses were posted to the Fund at the beginning of theyear as crude oil has corrected due to several factors such as fears of theU.S. hitting a recession, the OPEC Minister saying they are ready to increaseproduction and an inventory surge for the week ending January 11, 2008,which all caused concern that current market levels cannot be maintained. Oilrose above $100 a barrel mid-quarter on supply concerns from loss of Nigerianoutput, pumping disruptions in Iraq and fire at a United Kingdom gas plant.Crude oil corrected as U.S. inventories rose for the 11 weeks out of the last12 by 2.25 million barrels helped by an earlier than expected opening of Iraqexport terminal.

 

11

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April 1, 2008to June 30, 2008

 

TheFund posted gains for the second quarter with the energy and agriculturesectors posting gains while metals and interest rate sectors posted losses.

 

The energy sector postedprofits for the Fund. The continued concerns surrounding the supply of oil keptthe energy sector strong at the beginning of the quarter. The recent move inthe energy sector has brought the option deltas back to higher levels. Thehigher deltas mean that the price of the options will closely resemble thereturn of the underlying commodities in an up market. Profits continued to beposted to the Fund mid-quarter as oil hit $135 a barrel as OPEC ministers saidthey could do nothing to prevent high prices. Nigeria, Africa’s largestexporter of oil, experienced attacks on pumping stations. Oil corrected fromhighs as the Commodity Futures Trading Commission (“CFTC”) announced greatercommunication with other exchanges to share information on position limits ofinvestors. Profits continued to be posted to the Fund at the end of thequarter. Oil hits record high of $143.67 a barrel as Israel talked aboutattacking Iran, Nigerian strikes in their oil fields and renewed dollarweakness. These bullish factors offset the bearish announcements of the Chinesesuddenly raising the price of domestic gas and diesel by 17% and the UnitedStates government, with help from the exchanges, seeking measure to stemspeculative activity in oil.

 

Theagriculture sector posted profits for the Fund. Profits were posted to the Fundat the beginning of the quarter in spite of wheat tumbling due to a UnitedStates government report stating a larger amount of wheat crops being graded asgood. Wheat has fallen about 38% from the highs made back in February ofthis year. Corn rose as wet weather in the United States would possibly delaythe harvesting season. Losses were posted to the Fund mid-quarter as coffeefell when Brazil, the world’s largest exporter, produced more than originallyplanned. Hogs traded at a 14 month high on views that slaughterhouses have toincrease purchases after Memorial Day weekend. A strong return was experienced as coffee and sugar provided most of theprofits being posted to the Fund while cotton and cocoa fell slightly. Cornfutures climbed on the news of continued severe rains in the Midwest which isexpected to disrupt supplies and should further tighten supply and demand withreserves at 24 year lows as the quarter ended.

 

The metals sector postedlosses for the Fund. Losses were posted at the beginning of the quarter due tothe first monthly advance by the United States dollar against the Euro thisyear causing a sell off in gold. Losses continued to be posted to the Fundmid-quarter as gold futures continued to drop since mid April as theUnited States dollar stabilized. The quarter ended with profits posted to theFund even through a volatile market.

 

The interest rate sectorposted losses for the Fund. Losses were posted at the beginning of the quarterdue to the fixed income closing down due to the performance of the UnitedStates Treasury market rates finishing April at a loss of -2.70% whileEuro and Pacific Rim interest rates each took away about -0.50% from returns.Losses continued to be posted through mid-quarter as the United States interestrates rose. Higher oil prices and signs of economic strength siftedexpectations towards a rate hike. The quarter ended with profits posted to theFund as the European rates closed up +1.10, Japan and Australia finished at+0.10%, however, the United States interest rates subtracted from performanceby finishing down -1.10%.

 

12

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January 1,2007 to June 30, 2007

 

January 1,2007 to March 31, 2007

 

The Fund posted anoverall loss for the quarter. The energy and interest rate sectors posted gainswhile the currency, metals and agriculture sectors posted losses.

 

The energy sector was themost profitable for the Fund.  Energyprices dropped sharply at the beginning of the quarter only to recovermid-quarter through the end of the quarter due to a combination of weather,sanguine geo-political concerns and near term inventory patterns worldwide.

 

The interest rate sectorwas flat for the quarter. Profits were posted at the beginning  of the quarter due to the U.S. FederalReserve, now data driven, refraining from another interest rate increase, butremained tilted to higher inflationary outcomes. Concurrently, the EuropeanCentral Bank and the Bank of England continued aggressive focus on reigning ininflationary expectations through higher market interest rates. Across theGroup of Four (G-4), the intent still remains biased towards reducing excessmarket liquidity and containing inflationary pressures stemming from,historically low risk premiums, higher confidence and higher economic activity.Long term bond prices retreated and the ten year sector European bonds finisheddown approximately 0.9% while U.S. bond prices fell 1.0% in value. Japaneseprices countered the trend increasing 0.3% with revised uncertainty of nearterm monetary policy changes. Short term yields continued to move up outsidethe U.S. as global fixed income trading had a positive impact onperformance.  Losses were postedmid-quarter however, due to the revisions of market sentiment based on seemingevidence of some slowing in U.S. real growth coupled with a continuation of risinggrowth prospects particularly in Europe and Asia. The quarter ended withprofits posted to the Fund as short term yields continued to move up, outsidethe U.S. coupled with the fixed income trading causing a positive impact onperformance.

 

The currency sector wasnot profitable for the Fund.  The quarterbegan with gains posted for the Fund as the U.S. dollar reversed losses to moveslightly higher by 1.2% due to the new evidence of sustained U.S. growth.However, losses posted mid-quarter through the end of the quarter as the U.S.dollar resumed to move slightly lower again subject to the new evidence ofmoderating U.S. growth and inflation.

 

The metals sector alsoincurred losses for the Fund. Due to volatility in the market, profits wereposted mid-quarter only with losses posted to the Fund at the beginning of thequarter and the end of the quarter due to the response in the market specificdemand data which caused copper to move lower and broader commodities tofluctuate.

 

The agricultural sectorwas the least profitable for the Fund. The agricultural market was soft whichattributed to the difficult trading environment resulting in the Fund postinglosses for the sector.

 

13

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April 1, 2007 to June 30,2007

 

The Fund posted profitsfor the quarter with interest rates, agriculture and currency sectors postinggains while the energy and metal sectors posted losses.

 

The interest rate sectorwas the most profitable for the Fund. The fixed income market started the month with a strong U.S. non-farmpayroll number that suggested a resumption of an upward growth path, but laterin the beginning of the quarter the  GDPcame out at only +1.3%, the lowest seen in 4 years, which suggested a possiblecontinuation of slowing. In Europe, the macroeconomic numbers still suggestthat the ECB and the BOE must continue aggressive focus on reigning ininflationary expectations through higher interest rates. The intent across theGroup of Four (G-4) still remains a bias towards raising rates and containing inflationarypressures. Net for the period, long-term bond prices moved sideways at bestwhile short term yields continued to move up, outside the U.S. In the 10-yearsector, European bonds finished down approximately 0.7%, while U.S. bond pricesrose 0.1% in value. Japanese fixed income prices finished up 0.3% with reviseduncertainty of near term monetary policy changes. The fixed income portfolioprovided a positive impact with a short position in rates across marketsbrought the overall strategy close to flat mid quarter. The fixed income sectorbenefited at the quarter’s end from liquidations in global bond markets asconsensus shifted from an ease to a tightening.

 

The agriculture sectorwas profitable for the Fund. Profits were posted throughout the quarter. Thequarter ended as wheat was the best performer in grains as dry conditionsthroughout the world has estimates of wheat stocks at a 30-year low. The endingstocks to use ratio is expected to be 20% for 2007-2008 (the lowest in 11years). Soybeans had a strong month as forecasts on planting acreage is thelowest in 12 years as more focus shifts to corn for ethanol production. Dryweather in China contributed to a squeeze in supply as they are the world’slargest buyer of oilseed.

 

The currency sector wasalso profitable for the Fund. The quarter began with a small loss being postedto the Fund due to market volatility and a minimal gain mid-quarter. The U.S.dollar long and the Gilt markets provided most of the gains.  The Japanese and Australian markets were alsoa small positive to performance while the Euro zone ended roughly unchanged.

 

The energy sector postedlosses for the Fund. Losses were posted to the Fund the beginning of thequarter through mid-quarter in lieu of energy prices recovering from acombination of weather, keenly heightened geopolitical concerns and continueddraw in near term inventory patterns worldwide. Profits were posted at the endof the quarter due to lower than expected inventories of gasoline and forecastsof exceptionally high demand during upcoming summer driving season.

 

The metals sector was theleast profitable for the Fund. At the beginning of the quarter profits wereposted to the Fund due to the Asian demand for copper and zinc. Zinc is used asa coating for preventing rust in steel when making buildings, cars andappliances. A shortage of zinc was caused by Chinese demand which is likely tocontinue as exploration is a long process and no new mines are expected untilearly 2008.

 

14

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Item 3.    Quantitativeand Qualitative Disclosures About Market Risk

 

Introduction

 

The Fund is aspeculative commodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes and all or substantially all of theFund’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk ofmarket sensitive instruments is integral, not incidental, to the Fund’s mainline of business.

 

Market movementsresult in frequent changes in the fair market value of the Fund’s openpositions and, consequently, in its earnings and cash flow. The Fund’s marketrisk is influenced by a wide variety of factors, including the level andvolatility of interest rates, exchange rates, equity price levels, the marketvalue of financial instruments and contracts, the diversification effects amongthe Fund’s open positions and the liquidity of the markets in which it trades.

 

The Fund, underthe direction of APM, rapidly acquires and liquidates both long and shortpositions in currency markets. Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Fund’s past performance is notnecessarily indicative of its future results.

 

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

 

Quantifying The Fund’sTrading Value At Risk

 

QuantitativeForward-Looking Statements

 

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

 

The Fund’s riskexposure in the various market sectors traded by APM is quantified below interms of Value at Risk.  Due to the Fund’smark-to-market accounting, any loss in the fair value of the Fund’s openpositions is directly reflected in the Fund’s earnings (realized or unrealized)and cash flow (at least in the case of exchange-traded contracts in whichprofits and losses on open positions are settled daily through variationmargin).

 

Exchangemaintenance margin requirements have been used by the Fund as the measure ofits Value at Risk.  Maintenance marginrequirements are set by exchanges to equal or exceed the maximum loss in thefair value of any given contract incurred in 95%-99% of the one-day timeperiods included in the historical sample (generally approximately one year)researched for purposes of establishing margin levels.  The maintenance margin levels are establishedby dealers and exchanges using historical price studies as well as anassessment of current market volatility (including the implied volatility ofthe options on a given futures contract) and economic fundamentals to provide aprobabilistic estimate of the maximum expected near-term one-day pricefluctuation.

 

15

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

 

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

 

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

 

The followingtable indicates the average, highest and lowest trading Value at Riskassociated with the Fund’s open positions by market category for the fiscalperiod. For the six months ended June 30, 2008 and 2007, the Fund’saverage Month-end Net Asset Value for all other purposes was approximately$85,960,131 and $19,036,661, respectively.

 

**June 30, 2008**

 
| ** **                | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|---------------------------|------------|-----------------------------|------------|----------------------------|------------|------------------------|------------|-----------------------|------------|
| **Market Sector**    | ** ** | **Value at Risk** | ** ** | **Capitalization**         | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
| Agricultural  Commodities |       | $                           | 46,375     |                       | 0.05       | %                      | $          | 111,868               |       | $ | 21,505 |   |
| Energy                    |       | 65,857                      |       | 0.08                       | %          | 231,165                |       | $                     | 22,097     |   |
| Interest Rates            |       | 5,359,487                   |       | 6.23                       | %          | 7,469,952              |       | $                     | 3,983,418  |   |
| Metals                    |       | 69,342                      |       | 0.08                       | %          | 224,996                |       | $                     | 20,448     |   |
| Currencies                |       | 16,599                      |       | 0.02                       | %          | 73,328                 |       | $                     | 581        |   |
|                      |       |                        |       |                       |       |                   |       |                  |       |
| TOTAL                     |       | $                           | 5,557,660  |                       | 6.46       | %                      | $          | 8,111,309             |       | $ | 4,048,049 |   |

 

**June 30, 2007**

 
| ** **                | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|---------------------------|------------|-----------------------------|------------|----------------------------|------------|------------------------|------------|-----------------------|------------|
| **Market Sector**    | ** ** | **Value at Risk** | ** ** | **Capitalization**         | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
| Agricultural  Commodities |       | $                           | 6,161      |                       | 0.03       | %                      | $          | 13,034                |       | $ | 2,586 |   |
| Energy                    |       | 5,250                       |       | 0.03                       | %          | 7,614                  |       | 1,215                 |       |
| Interest Rates            |       | 1,091,828                   |       | 5.74                       | %          | 1,800,957              |       | 390,839               |       |
| Metals                    |       | 5,505                       |       | 0.03                       | %          | 10,837                 |       | 2,545                 |       |
| Currencies                |       | 919                         |       | 0.00                       | %          | 3,150                  |       | 9                     |       |
|                      |       |                        |       |                       |       |                   |       |                  |       |
| TOTAL                     |       | $                           | 1,109,663  |                       | 5.83       | %                      | $          | 1,835,592             |       | $ | 397,194 |   |

 

16

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Material Limitations on Value at Riskas an Assessment of Market Risk

 

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

 

**Non-TradingRisk**

 

ForeignCurrency Balances; Cash on Deposit with MLPF&S

 

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

 

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

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

Thefollowing qualitative disclosures regarding the Fund’s market risk exposures — exceptfor (i) those disclosures that are statements of historical fact and (ii) thedescriptions of how the Fund manages its primary market risk exposures — constituteforward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act. The Fund’sprimary market risk exposures as well as the strategies used and to be used byMLAI and APM for managing such exposures are subject to numerous uncertainties,contingencies and risks, any one of which could cause the actual results of theFund’s risk controls to differ materially from the objectives of such strategies.Government interventions, defaults and expropriations, illiquid markets, theemergence of dominant fundamental factors, political upheavals, changes inhistorical price relationships, an influx of new market participants, increasedregulation and many other factors could result in material losses as well as inmaterial changes to the risk exposures and the risk management strategies ofthe Fund. There can be no assurance that the Fund’s current market exposureand/or risk management strategies will not change materially or that any suchstrategies will be effective in either the short- or long-term. Investors mustbe prepared to lose all or substantially all of the time value of theirinvestment in the Fund.

 

17

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Item 4. Controls and Procedures

 

MLAI’sChief Executive Officer and the Chief Financial Officer, on behalf of the Fund,have evaluated the effectiveness of the design and operation of the disclosurecontrols and procedures with respect to the Fund as of and for the quarterwhich ended June 30, 2008, and, based on this evaluation, have concludedthat these disclosure controls and procedures are effective. Additionally,there were no significant changes in the Fund’s internal controls overfinancial reporting which materially affect such internal controls.

 

*Changes in Internal Controls over Financial Reporting*

 

Nochange in internal controls over financial reporting (as defined in Rule 13a-15(f) underthe Exchange Act) occurred during the quarter which ended June 30, 2008that has materially affected, or is reasonable likely to materially affect, theFund’s internal controls, over financial reporting.

 

*Management’s Report on Internal Control over FinancialReporting:*

 

TheFund’s management is responsible for establishing and maintaining adequateinternal controls over financial reporting.  The Fund’s internal controlsover financial reporting is a process designed under the supervision of MLAI’sChief Executive Officer and the Chief Financial Officer, on behalf of the Fundand is effected by management, other personnel and service providers to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with U.S.GAAP include policies and procedures that:

 

·  Pertainto the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Fund.

 

·  Providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Fund are being made only in accordance withauthorizations of management of the Fund and Board of Managers of MLAI LLC.

 

·   Providereasonable assurance regarding prevention or timely detection of unauthorizedacquisitions, use or disposition of the Fund’s assets that could have amaterial effect on the financial statements of the Fund.

 

Becauseof its inherent limitations, internal controls over financial reporting canonly provide reasonable assurance with respect to financial statementpreparation and presentation.  Projections of any evaluation ofeffectiveness to future periods are subject to the risks that controls maybecome inadequate because of changes in condition, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

TheFund’s management assessed the effectiveness of the Fund’s internal controlsover financial reporting as of June 30, 2008.  In making thisassessment, management used the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) in “InternalControl-Integrated Framework”.

 

Basedon its assessment the Fund’s management concluded that at June 30, 2008the Fund’s internal controls over financial reporting was effective.

 

18

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PART II -OTHER INFORMATION

 

Item 1.            LegalProceedings

 

None.

 

Item 1A.         Risk Factors

 

## PastPerformance Not Necessarily Indicative of Future Results

 

Past performance is not necessarily indicativeof future results.  The trading advisor’spast performance may not be representative of how it may trade in the futurefor the Fund.

 

## VolatileMarkets; Highly Leveraged Trading

 

Futures and forward trading is highly leveraged,and market price levels are volatile and materially affected by unpredictablefactors such as weather and governmental intervention.  The combination of leverage and volatilitycreates a high degree of risk.

 

## Importanceof General Market Conditions

 

Overall market or economic conditions — whichneither MLAI nor the trading advisor can predict or control — have a materialeffect on the performance of any managed futures strategy.

 

## ForwardTrading

 

The Fund will trade currencies in the forwardmarkets in addition to in the futures markets. The forward markets are over-the-counter, non-exchange markets, and intrading in these markets, the Fund will be dependent on the credit standing ofthe counterparties with which they trade, without the financial support of anyclearinghouse system.  In addition, theprices offered for the same forward contract may vary significantly amongdifferent forward market participants. Forward market counterparties are under no obligation to enter intoforward transactions with a Fund, including transactions through which the Fundis attempting to liquidate open positions.

 

## IncreasedAssets Under Management

 

There appears to be a tendency for the rates ofreturn achieved by managed futures advisors to decline as assets undermanagement increase.  The trading advisorhas not agreed to limit the amount of additional equity which it may manage.

 

## TradingAdvisor Risk

 

The Fund is subject to the risk of the badjudgment, negligence or misconduct of its trading advisor.  There have been a number of instances inrecent years in which private investment funds have incurred substantial lossesdue to manager misconduct.

 

19

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## Changesin Trading Strategy

 

The trading advisor may make materialchanges in its trading strategies without the knowledge of MLAI.

 

## IlliquidMarkets

 

Certain positions held by the Fund may becomeilliquid, preventing the Fund’s trading advisor from acquiring positions otherwiseindicated by its strategy or making it impossible for the trading advisor toclose out positions against which the market is moving.

Certain futures markets are subject to “dailyprice limits,” restricting the maximum amount by which the price of a particularcontract can change during any given trading day.  Once a contract’s price has moved “the limit,”it may be impossible or economically non-viable to execute trades in suchcontract.  From time to time, prices havemoved “the limit” for a number of consecutive days, making it impossible fortraders against whose positions the market was moving to prevent large losses.

 

## Tradingon Non-U.S. Exchanges

 

The trading advisor may trade extensively onnon-U.S. exchanges.  These exchanges arenot regulated by any United States governmental agency.  The Fund could incur substantial lossestrading on foreign exchanges to which it would not have been subject had itstrading advisor limited its trading to U.S. markets.

 

The profits and losses derived from trading foreignfutures and options will generally be denominated in foreign currencies;consequently, the Fund will be subject to a certain degree of exchange-raterisk in trading such contracts.

 

The Fund Could Lose Assets and Have Its Trading Disrupted Due to theBankruptcy of One of the Parties

 

The Fund is subject to therisk of insolvency of a counterparty, an exchange, a clearinghouse orMLPF&S. Fund assets could be lost or impounded during lengthy bankruptcyproceedings.  Were a substantial portionof the Fund’s capital tied up in a bankruptcy, MLAI might suspend or limittrading, perhaps causing the Fund to miss significant profit opportunities.There are increased risks in dealing with unregulated trading counterpartiesincluding the risk that assets may not benefit from the protection afforded to “customerfunds” deposited with regulated dealers and brokers.

 

20

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Item2.             UnregisteredSales of Equity Securities and Use of Proceeds

 

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

 

CLASS A

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-08     |       |             | $          | 1,786,860  |       | 1,564,128 |   | $ | 1.1424 |   |
| Feb-08     |       |             | 149,954    |       | 122,662    |   | 1.2225 |   |
| Mar-08     |       |             | 1,559,677  |       | 1,204,849  |   | 1.2945 |   |
| Apr-08     |       |             | 490,469    |       | 389,076    |   | 1.2606 |   |
| May-08     |       |             | 285,618    |       | 230,616    |   | 1.2385 |   |
| Jun-08     |       |             | 308,301    |       | 245,150    |   | 1.2576 |   |
| Jul-08     |       |             | 290,000    |       | 221,797    |   | 1.3075 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS C

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-08     |       |             | $          | 4,037,339  |       | 3,579,201 |   | $ | 1.1280 |   |
| Feb-08     |       |             | 3,584,330  |       | 2,971,835  |   | 1.2061 |   |
| Mar-08     |       |             | 6,156,484  |       | 4,828,615  |   | 1.2750 |   |
| Apr-08     |       |             | 6,772,110  |       | 5,455,220  |   | 1.2414 |   |
| May-08     |       |             | 3,517,037  |       | 2,888,737  |   | 1.2175 |   |
| Jun-08     |       |             | 3,255,778  |       | 2,636,684  |   | 1.2348 |   |
| Jul-08     |       |             | 1,526,507  |       | 1,191,839  |   | 1.2808 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-08     |       |             | $          | 748,059    |       | 661,355 |   | $ | 1.1311 |   |
| Feb-08     |       |             | —     |       | —     |   | 1.2119 |   |
| Mar-08     |       |             | 1,099,998  |       | 855,897    |   | 1.2852 |   |
| Apr-08     |       |             | 975,000    |       | 774,485    |   | 1.2590 |   |
| May-08     |       |             | —     |       | —     |   | 1.2445 |   |
| Jun-08     |       |             | —     |       | —     |   | 1.2656 |   |
| Jul-08     |       |             | 999,999    |       | 758,437    |   | 1.3185 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-08     |       |             | $          | 2,535,059  |       | 2,221,008 |   | $ | 1.1414 |   |
| Feb-08     |       |             | 2,721,249  |       | 2,227,246  |   | 1.2218 |   |
| Mar-08     |       |             | 1,014,023  |       | 784,787    |   | 1.2921 |   |
| Apr-08     |       |             | 1,595,580  |       | 1,264,928  |   | 1.2614 |   |
| May-08     |       |             | 963,281    |       | 777,153    |   | 1.2395 |   |
| Jun-08     |       |             | 410,514    |       | 326,167    |   | 1.2586 |   |
| Jul-08     |       |             | 752,698    |       | 575,765    |   | 1.3073 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

----

## (1) Net Asset Value for all other purposes.

##  

(b) None. 

(c) None. 

 

Item3.             DefaultsUpon Senior Securities

 

None.

 

Item4.             Submissionof Matters to a Vote of Security Holders

 

None.

 

Item5.             OtherInformation

 

None.

 

21

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Item 6.                                   Exhibits

 

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

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

 

22

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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  APM GLOBAL COMMODITY FUTURESACCESS LLC |
|-----------------------------|--------------------------------------------|
|                        |                                       |
|                        |                                       |
|                        | By:                                        | MERRILL LYNCH ALTERNATIVE |
|                        |                                       |  INVESTMENTS  LLC |
|                        |                                       |   (Manager) |
|                        |                                       |   |
|                        |                                       |   |
| Date: August 13, 2008  | By                                         | /s/ PAUL MORTON |
|                        |                                       | Paul Morton |
|                        |                                       | Chief Executive Officer, President and Manager  (Principal Executive Officer) |
|                        |                                       |   |
|                        |                                       |   |
| Date:  August 13, 2008 |                                       |
|                        | By                                         | /s/  BARBRA E. KOCSIS |
|                        |                                       | Barbra E. Kocsis |
|                        |                                       | Chief Financial Officer |
|                        |                                       | (Principal Financial  and Accounting Officer) |
|                             |                                            |  |  |

 

23

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