**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 
| **(Mark One)**                                                                                                                           |
|------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                               |
| **x**** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**                        |
| ** **                                                                                                                               |
| **For the quarterly period ended March 31,  2008**                                                                                  |
| ** **                                                                                                                               |
| **OR**                                                                                                                                   |
| ** **                                                                                                                               |
| **o****TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                             |
| ** **                                                                                                                               |
| **For the transition period from                    to** |
| ** **                                                                                                                               |
| **Commission File Number 0-52384**                                                                                                       |

 

**ML APM GLOBAL COMMODITYFUTURESACCESS 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**         |
|-----------------------------------------------------------|
| **Hopewell Corporate Campus, Building No. 2**        |
| **1200 Merrill Lynch Drive - First Floor**                |
| **Pennington, New Jersey 08534**                          |
| (Address of principal executive offices)                  |
| (Zip Code)                                                |
|                                                      |
| **609-274-5838**                                          |
| (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 is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):

 

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

 

Indicate by checkmark whether registrant is a shell company (as defined by Rule 12b-2 ofthe Exchange Act).
| Yes  o    No  x   |
|---------------------------------------------------------------------|

 
| Indicate by check mark  whether the registrant has filed all documents and reports required to be  filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934  subsequent to the distribution of securities under a plan confirmed by a  court.   Yes  o    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.

 

 

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**ML APM GLOBAL COMMODITYFUTURESACCESS LLC**

 

QUARTERLY REPORT FOR MARCH 31,2008 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 | 9        |
|     |                                                                                        |     |
| Item 3.  | Quantitative  and Qualitative Disclosures About Market Risk                                 | 11       |
|     |                                                                                        |     |
| Item 4.  | Controls and  Procedures                                                                    | 14       |
|     |                                                                                        |     |
|     | PART II                                                                                |     |
|     |                                                                                        |     |
| Item 1.  | Legal Proceedings                                                                           | 16       |
|     |                                                                                        |     |
| Item 1A. | Risk Factors                                                                                | 16       |
|     |                                                                                        |     |
| Item 2.  | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 18       |
|     |                                                                                        |     |
| Item 3.  | Defaults  Upon Senior Securities                                                            | 18       |
|     |                                                                                        |     |
| Item 4.  | Submission  of Matters to a Vote of Security Holders                                        | 18       |
|     |                                                                                        |     |
| Item 5.  | Other Information                                                                           | 18       |
|     |                                                                                        |     |
| Item 6.  | Exhibits                                                                                    | 19       |

 

----

 

PART I - FINANCIAL INFORMATION

 

Item 1.    FinancialStatements

 

ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF FINANCIALCONDITION

 
| ** **                                                                                         | ** ** | **March 31,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|--------------------|------------|-----------------------|------------|
| ** **                                                                                         | ** ** | **2008**           | ** ** | **2007**              | ** ** |
| ** **                                                                                         | ** ** | **(unaudited)**    | ** ** | ** **            | ** ** |
| ** **                                                                                         | ** ** | ** **         | ** ** | ** **            | ** ** |
| **ASSETS:**                                                                                        |       |               |       |                  |       |
| Equity in  commodity futures trading accounts:                                                     |       |               |       |                  |       |
| Cash (including  restricted cash of $5,674,002 for 2008 and $6,068,085 for 2007)                   |       | $                  | 88,670,167 |                  | $          | 57,821,014 |   |
| Options at  market (premium paid $6,876,799 for 2008 and $4,367,164 for 2007)                      |       | 5,497,296          |       | 6,520,243             |       |
| Net unrealized  profit (loss) on open contracts                                                    |       | 1,057,803          |       | 589,384               |       |
| Cash                                                                                               |       | —             |       | 13,740                |       |
| Accrued interest                                                                                   |       | 178,373            |       | 191,067               |       |
|                                                                                               |       |               |       |                  |       |
| **TOTAL  ASSETS**                                                                                  |       | $                  | 95,403,639 |                  | $          | 65,135,448 |   |
|                                                                                               |       |               |       |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL**                                                         |       |               |       |                  |       |
| LIABILITIES:                                                                                       |       |               |       |                  |       |
| Brokerage  commissions payable                                                                     |       | $                  | 16,693     |                  | $          | 16,935 |   |
| Management fee payable                                                                             |       | 118,821            |       | 80,070                |       |
| Initial offering  costs payable                                                                    |       | 27,965             |       | 27,965                |       |
| Performance fee  payable                                                                           |       | 1,314,929          |       | 936,548               |       |
| Sponsor fee  payable                                                                               |       | 117,362            |       | 70,822                |       |
| Redemptions  payable                                                                               |       | 7,753,395          |       | 142,377               |       |
| Other                                                                                              |       | 330,823            |       | 291,685               |       |
|                                                                                               |       |               |       |                  |       |
| Total  liabilities                                                                                 |       | 9,679,988          |       | 1,566,402             |       |
|                                                                                               |       |               |       |                  |       |
| MEMBERS’  CAPITAL:                                                                            |       |               |       |                  |       |
| Members’  Interest (68,554,086 and 56,168,576 Units outstanding, unlimited Units  authorized) |       | 85,723,651         |       | 63,569,046            |       |
| Total members’  capital                                                                       |       | 85,723,651         |       | 63,569,046            |       |
|                                                                                               |       |               |       |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                                   |       | $                  | 95,403,639 |                  | $          | 65,135,448 |   |
|                                                                                               |       |               |       |                  |       |
| **NET  ASSET VALUE PER UNIT (NOTE 2)**                                                             |       |               |       |                  |       |

 
| See notes to  financial statements. |   |   |   |   |   |
|-------------------------------------|--------|--------|--------|--------|--------|

 

1

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ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                    | ** ** | **For the three**  | ** ** | **For the three**  | ** ** |
|-----------------------------------------------|------------|------------------------------|------------|------------------------------|------------|
| ** **                                    | ** ** | **months ended**        | ** ** | **months ended**        | ** ** |
| ** **                                    | ** ** | **March 31, 2008** | ** ** | **March 31, 2007** | ** ** |
| **TRADING  INCOME (LOSS):**                   | ** ** | ** **                   | ** ** | ** **                   | ** ** |
|                                          |       |                         |       |                         |       |
| Realized                                      |       | $                            | 12,282,600 |                         | $          | (160,628 | ) |
| Change in  unrealized                         |       | (3,064,163                   | )          | 16,367                       |       |
| Brokerage  commissions                        |       | (67,233                      | )          | (6,404                       | )          |
|                                          |       |                         |       |                         |       |
| Total trading  income (loss)                  |       | 9,151,204                    |       | (150,665                     | )          |
|                                          |       |                         |       |                         |       |
| **INVESTMENT  INCOME:**                       | ** ** | ** **                   | ** ** | ** **                   | ** ** |
| Interest                                      |       | 540,493                      |       | 145,490                      |       |
|                                          |       |                         |       |                         |       |
| **EXPENSES:**                                 | ** ** | ** **                   | ** ** | ** **                   | ** ** |
| Management fee                                |       | 331,247                      |       | 53,761                       |       |
| Sponsor fee                                   |       | 311,737                      |       | 24,959                       |       |
| Performance fee                               |       | 1,314,929                    |       | —                       |       |
| Other                                         |       | 53,012                       |       | 119,331                      |       |
|                                          |       |                         |       |                         |       |
| Total expenses                                |       | 2,010,925                    |       | 198,051                      |       |
|                                          |       |                         |       |                         |       |
| **NET  INVESTMENT INCOME (LOSS)**             |       | (1,470,432                   | )          | (52,561                      | )          |
|                                          |       |                         |       |                         |       |
| **NET  INCOME (LOSS)**                        |       | $                            | 7,680,772  |                         | $          | (203,226 | ) |
|                                          |       |                         |       |                         |       |
| **NET  INCOME (LOSS) PER UNIT:**              | ** ** | ** **                   | ** ** | ** **                   | ** ** |
|                                          |       |                         |       |                         |       |
| Weighted average  number of Units outstanding |       |                         |       |                         |       |
| Class A                                  |       | 6,295,311                    |       | 3,358,565                    |       |
| Class C                                  |       | 30,568,834                   |       | 2,193,175                    |       |
| Class D                                  |       | 19,857,639                   |       | 9,017,430                    |       |
| Class I                                  |       | 12,734,164                   |       | 1,137,883                    |       |
|                                          |       |                         |       |                         |       |
| Net Income  (loss) per weighted average Unit  |       |                         |       |                         |       |
| Class A                                  |       | $                            | 0.1034     |                         | $          | (0.0136 | ) |
| Class C                                  |       | $                            | 0.0984     |                         | $          | (0.0213 | ) |
| Class D                                  |       | $                            | 0.1328     |                         | $          | (0.0099 | ) |
| Class I                                  |       | $                            | 0.1086     |                         | $          | (0.0190 | ) |

 

2

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ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the three monthsended March 31, 2008 and 2007

(unaudited)

 
| ** **                 | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** |
|----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|
| ** **                 | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **March 31, 2007**   | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **March 31, 2008**   | ** ** |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Class A*              |       | —                          |       | 3,481,380         |       | —          |       | 3,481,380                      |       | 4,247,792                       |       | 2,891,639         |       | —          |       | 7,139,431                      |       |
| Class C               |       | —                          |       | 5,019,300         |       | (201,897        | )          | 4,817,403                      |       | 23,461,920                      |       | 11,379,651        |       | (867,834        | )          | 33,973,737                     |       |
| Class D               |       | 6,615,200                       |       | 8,057,117         |       | (5,465,200      | )          | 9,207,117                      |       | 19,675,186                      |       | 1,517,252         |       | (7,439,207      | )          | 13,753,231                     |       |
| Class I               |       | —                          |       | 2,333,026         |       | —          |       | 2,333,026                      |       | 8,783,678                       |       | 5,233,041         |       | (329,032        | )          | 13,687,687                     |       |
|                       |       |                            |       |              |       |            |       |                           |       |                            |       |              |       |            |       |                           |       |
| Total Members’  Units |       | 6,615,200                       |       | 18,890,823        |       | (5,667,097      | )          | 19,838,926                     |       | 56,168,576                      |       | 21,021,583        |       | (8,636,073      | )          | 68,554,086                     |       |

 

----

| * Units issued  on February 1, 2007 |
|------------------------------------------|
|                                     |
| See notes to  financial statements.      |

 

3

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ML APM GLOBAL COMMODITYFUTUREACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENTS OF CHANGES INMEMBERS’ CAPITAL

For the three monthsended March 31, 2008 and 2007

(unaudited)

 

 
| ** **                    | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                      | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                      | ** ** | **Members’ Capital** | ** ** |
|-------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------|------------|--------------------------------|------------|
| ** **                    | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income (loss)** | ** ** | **March 31, 2007**   | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income (loss)** | ** ** | **March 31, 2008**   | ** ** |
|                          |       |                            |       |              |       |            |       |                            |       |                           |       |                            |       |              |       |            |       |                            |       |                           |       |
| Class A*                 |       | $                               | —     |              | $          | 3,479,710       |       | $                               | —     |                           | $          | (45,709                         | )          | $                 | 3,434,001  |            | $          | 4,849,384                       |       | $                              | 3,496,491  |   | $ | — |   | $ | 650,701 |   | $ | 8,996,576 |   |
| Class C                  |       | —                          |       | 4,981,430         |       | (198,566        | )          | (46,665                         | )          | 4,736,199                      |       | 26,459,564                      |       | 13,778,153        |       | (1,079,652      | )          | 3,008,956                       |       | 42,167,021                     |       |
| Class D                  |       | 6,487,434                       |       | 7,895,997         |       | (5,364,640      | )          | (89,184                         | )          | 8,929,607                      |       | 22,237,106                      |       | 1,848,057         |       | (9,425,513      | )          | 2,637,659                       |       | 17,297,309                     |       |
| Class I                  |       | —                          |       | 2,323,495         |       | —          |       | (21,668                         | )          | 2,301,827                      |       | 10,022,992                      |       | 6,270,331         |       | (414,034        | )          | 1,383,456                       |       | 17,262,745                     |       |
|                          |       |                            |       |              |       |            |       |                            |       |                           |       |                            |       |              |       |            |       |                            |       |                           |       |
| Total Members’  Interest |       | $                               | 6,487,434  |              | $          | 18,680,632      |       | $                               | (5,563,206 | )                              | $          | (203,226                        | )          | $                 | 19,401,634 |            | $          | 63,569,046                      |       | $                              | 25,393,032 |   | $ | (10,919,199 | ) | $ | 7,680,772 |   | $ | 85,723,651 |   |

 

----

| * Units issued  on February 1, 2007 |
|------------------------------------------|
|                                     |
| See notes to  financial statements.      |

 

4

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ML APM GLOBAL COMMODITYFUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

NOTES TO FINANCIALSTATEMENTS

(unaudited)

 

1.     SUMMARY OF SIGNIFICANTACCOUNTING 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 ofML APM Global Commodity FuturesAccess LLC (the “Fund”) as of March 31,2008 and the results of its operations for the three months ended March 31,2008 and 2007.  However, the operatingresults for the interim period may not be indicative of the results for thefull year.

 

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

 

For financial reporting purposes, in conformity withU.S. GAAP, the Fund amortizes over a twelve-month period the total initialoffering costs payable to MLAI for purposes of determining Net AssetValue.  For all other purposes, includingcomputing Net Asset Value for purposes of member subscription and redemptionactivity, such costs are amortized over 60 months.  Consequently, the Net Asset Value and NetAsset Value per Unit of the different Classes for financial reporting purposesand for all other purposes at March 31, 2008 and December 31, 2007are as follows:

 

5

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March 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 |       | $                             | 8,999,816  |                     | $          | 8,996,576                                        |       | 7,139,431 |   | $ | 1.2606 |   | $ | 1.2601 |   |
| Class C |       | 42,173,341                    |       | 42,167,021               |       | 33,973,737                                       |       | 1.2414 |   | 1.2412 |   |
| Class D |       | 17,314,659                    |       | 17,297,309               |       | 13,753,231                                       |       | 1.2590 |   | 1.2577 |   |
| Class I |       | 17,265,090                    |       | 17,262,745               |       | 13,687,687                                       |       | 1.2614 |   | 1.2612 |   |
|         |       | $                             | 85,752,906 |                     | $          | 85,723,651                                       |       | 68,554,086 |   |   |   |   |   |
|              |            |                               |            |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

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 |   |   |   |   |   |
|              |            |                               |            |               |            |                                                  |            |  |  |  |  |  |  |  |  |

 

3.               MARKET CREDIT AND CONCENTRATION 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 thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s unrealized profit (loss) or marketvalue on such derivative instruments as reflected in the Statements ofFinancial Condition.  The Fund’s exposureto market risk is influenced by a number of factors, including therelationships among the derivative instruments held by the Fund as well as thevolatility and liquidity of the markets in which the derivative instruments aretraded. Investments in foreign markets may also entail legal and politicalrisks.

 

6

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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 APM, calculating the Net Asset Value of the Fund asof the close of business on each day and reviewing outstanding positions forover-concentrations.  While MLAI does notintervene in the markets to hedge or diversify the Fund’s market exposure, MLAImay urge APM to reallocate positions in an attempt to avoidover-concentrations.  However, suchinterventions are expected to be unusual. It is expected that MLAI’s basic risk control procedures will consist ofthe ongoing process of advisor monitoring, with the market risk controls beingapplied 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 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 toloss in the event of a default, are generally required in exchange trading, andcounterparties may 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 & Co. Inc. (“Merrill Lynch”)entities as clearing brokers.

 

The Fund, in its normalcourse of business, enters into various contracts with Merrill Lynch PierceFenner & Smith Inc. (“MLPF&S”) acting as its commoditybroker.  Pursuant to the brokeragearrangement with MLPF&S (which includes a netting arrangement), to theextent 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.

 

4.               RECENT ACCOUNTINGPRONOUNCEMENTS

 

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.

 

Fairvalue of an investment is the amount that would be received to sell theinvestment in an orderly transaction between market participants at themeasurement date (i.e. the exit price).

 

FAS157 established a hierarchal disclosure framework which prioritizes and ranksthe level of market price observability used in measuring investments at fair value.Market price observability is impacted by a number of factors, including thetype of investment and the characteristics specific to the investment.Investments with readily available active quoted prices or for which fair valuecan be 

 

7

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measuredfrom actively quoted prices generally will have a higher degree of market priceobservability and a lesser degree of judgment used in measuring fair value.

 

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

 

LevelI – Quoted prices are available in active markets for identical investments asof the reporting date. The type of investments included in Level I are publiclytraded investments. As required by 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 investments valuedusing 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 March 31,2008.

 
| ** **                                      | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|-------------------------------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|--------------------|------------|
| Net unrealized  profit (loss) on open contracts |       | $         | (321,700   | )                | $          | 1,057,803         |       | $                  | (1,379,503 | ) | N/A |   |
|                                                 |            |           |            |                  |            |                   |            |                    |            |  |  |  |

 

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.

 

8

----

 

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 that the Net Asset Value used tocalculate subscription and redemption value and to    report performance to investors throughoutthe 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.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2007       |       | N/A      |       | $        | 0.9932     |     | $          | 0.9869 |   |
| 2008       |       | $        | 1.2225     |     | $          | 1.2945   |       | $ | 1.2606 |   |
|            |            |          |            |          |            |          |            |  |  |  |

 

Class C

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2007       |       | $        | 0.9982     |     | $          | 0.9906   |       | $ | 0.9835 |   |
| 2008       |       | $        | 1.2061     |     | $          | 1.2750   |       | $ | 1.2414 |   |

 

Class D

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2007       |       | $        | 0.9816     |     | $          | 0.9762   |       | $ | 0.9712 |   |
| 2008       |       | $        | 1.2119     |     | $          | 1.2852   |       | $ | 1.2590 |   |

 

Class I

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2007       |       | $        | 0.9994     |     | $          | 0.9930   |       | $ | 0.9870 |   |
| 2008       |       | $        | 1.2218     |     | $          | 1.2921   |       | $ | 1.2614 |   |

 

9

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Performance Summary

 

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, wasreportedly looking to buy more corn off of the dollar’s weakness postingprofits for the Fund. Soybeans surged on concerns that Chinese demand willreduce U.S. inventories mid-quarter. Wheat rose on reports that production willnot keep pace with output and reports from the U.S. Department of Agriculturethat show inventory at a 60 year low. Later in the month, wheat corrected ascrops in the Northern Hemisphere appear in better condition than initiallyreported. Also wheat crops in the Ukraine and Russia look better thanpreviously forecasted. The quarter ended with losses being posted to the Funddue to the following factors. Grains closed lower at –0.30% as both wheat andsoybeans faced corrections while corn ended about flat. Softs also took away about –1.00% from returns as coffee and sugar both corrected for a total of –0.85%.Commodities sell off ended on March 20th with the biggest weekly declinein 50 years as expectations of slower economic growth impacted prices. Chinaannounced subsidies to farmers in an attempt to curb inflation at an 11-yearhigh.

 

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 dollar’s weakness andcopper rose on reports the supply is the lowest in seven months.  The quarter ended with losses being posted tothe Fund due to precious metals which fell -1.00% in March with goldmostly 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.

 

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. Theinterest rate sector was flat for the quarter. Profits were posted at thebeginning of the quarter due to the U.S. Federal Reserve, 

 

10

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now data driven,refraining from another interest rate increase, but remained tilted to higherinflationary outcomes. Concurrently, the European Central Bank and the Bank ofEngland continued aggressive focus on reigning in inflationary expectationsthrough higher market interest rates. Across the Group of Four (G-4), theintent still remains biased towards reducing excess market liquidity andcontaining inflationary pressures stemming from, historically low riskpremiums, higher confidence and higher economic activity. Long term bond pricesretreated and the ten year sector European bonds finished down approximately0.9% while U.S. bond prices fell 1.0% in value. Japanese prices countered thetrend increasing 0.3% with revised uncertainty of near term monetary policychanges. Short term yields continued to move up outside the U.S. as globalfixed income trading had a positive impact on performance.  Losses were posted mid-quarter however, dueto the revisions of market sentiment based on seeming evidence of some slowingin U.S. real growth coupled with a continuation of rising growth prospectsparticularly in Europe and Asia. The quarter ended with profits posted to theFund as short term yields continued to move up, outside the U.S. coupled withthe fixed income trading causing a positive impact on performance.

 

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 this sector.

 

Item 3.    Quantitative and Qualitative DisclosuresAbout Market Risk

 

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.

 

11

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Quantifying The Fund’sTrading Value At Risk

 

QuantitativeForward-Looking Statements

 

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

 

The Fund’s 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.

 

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.

 

***The Fund’s Trading Value at Riskin Different Market Sectors***

 

Thefollowing table indicates the average, highest and lowest trading Value at Riskassociated with the Fund’s open positions by market category for the fiscalperiod. For the three months ended March 31, 2008 and 2007. The Fund’saverage Month-end Net Asset Value for all other purposes was approximately$78,274,797 and $10,964,651 respectively.

 
| ** **                | ** ** | **March 31, 2008** | ** ** |
|---------------------------|------------|------------------------------|------------|
| ** **                | ** ** | **Average**                  | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk**  | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                         |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                            | 59,600     |   | 0.08 | % | $ | 111,868 |   | $ | 26,252 |   |
| Energy                    |       | 96,840                       |       | 0.12 | % | 231,165 |   | 22,097 |   |
| Interest Rates            |       | 4,493,785                    |       | 5.74 | % | 5,454,498 |   | 3,983,419 |   |
| Metals                    |       | 109,414                      |       | 0.14 | % | 224,996 |   | 47,033 |   |
| Currencies                |       | 27,644                       |       | 0.04 | % | 73,328 |   | 4,584 |   |
|                      |       |                         |       |   |   |   |   |   |   |
| TOTAL                     |       | $                            | 4,787,283  |   | 6.12 | % | $ | 6,095,855 |   | $ | 4,083,385 |   |

 

12

----

 
| ** **                | ** ** | **March 31, 2007** | ** ** |
|---------------------------|------------|------------------------------|------------|
| ** **                | ** ** | **Average**                  | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk**  | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                         |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                            | 6,701      |   | 0.06 | % | $ | 13,034 |   | $ | 2,586 |   |
| Energy                    |       | 4,226                        |       | 0.04 | % | 6,856 |   | 1,215 |   |
| Interest Rates            |       | 651,539                      |       | 5.94 | % | 1,027,743 |   | 390,839 |   |
| Metals                    |       | 5,987                        |       | 0.05 | % | 10,837 |   | 2,545 |   |
| Currencies                |       | 410                          |       | 0.00 | % | 1,208 |   | 9 |   |
|                      |       |                         |       |   |   |   |   |   |   |
| TOTAL                     |       | $                            | 668,863    |   | 6.09 | % | $ | 1,059,678 |   | $ | 397,194 |   |

 

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 the capitalizationof the Fund.  The magnitude of the Fund’sopen positions creates a “risk of ruin” not typically found in most otherinvestment vehicles.  Because of the sizeof its positions, certain market conditions — unusual, but historicallyrecurring from time to time — could cause the Fund to incur severe losses overa short period of time.   The foregoingValue at Risk table — as well as the past performance of the Fund — gives noindication of this “risk of ruin.”

 

**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 TradingRisk 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 suchstrategies. Government interventions, defaults and expropriations, illiquidmarkets, the emergence of dominant fundamental factors, political upheavals,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 

 

13

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noassurance that the Fund’s current market exposure and/or risk managementstrategies will not change materially or that any such strategies will beeffective in either the short- or long-term. Investors must be prepared to loseall or substantially all of the time value of their investment in the Fund.

 

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 March 31, 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 March 31, 2008that has materially affected, or is reasonable likely to materially affect, theFund’s internal controls, over financial reporting.

 

*Management’s Report on Internal Control overFinancial Reporting:*

 

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 withU.S. GAAP include policies and procedures that:

 

•      Pertain to the maintenanceof records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Fund.

 

•      Provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financialstatements in accordance with U.S. GAAP and that  receipts andexpenditures of the Fund are being made only in accordance with authorizationsof management of the Fund and Board of Managers of MLAI LLC.

 

•      Provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisitions, use ordisposition of the Fund’s assets that could have a material effect on thefinancial 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.

 

14

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TheFund’s management assessed the effectiveness of the Fund’s internal controlsover financial reporting as March 31, 2008.  In making thisassessment, management used the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-IntegratedFramework”.

 

Basedon its assessment the Fund’s management concluded that at March 31, 2008the Fund’s internal controls over financial reporting was effective.

 

15

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PART II - OTHER INFORMATION

 

Item 1.      LegalProceedings

 

None.

 

Item 1A.  RiskFactors

 

## Past Performance Not Necessarily Indicativeof 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.

 

## Volatile Markets; 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.

 

## Importance of 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.

 

## Forward Trading

 

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.

 

## Increased Assets 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.

 

## Trading Advisor 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.

 

16

----

 

## Changes in Trading Strategy

 

The trading advisor may make material changes inits trading strategies without the knowledge of MLAI.

 

## Illiquid Markets

 

Certain positions held by the Fund may becomeilliquid, preventing the Fund’s trading advisor from acquiring positionsotherwise indicated by its strategy or making it impossible for the tradingadvisor to close 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 aparticular contract 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.

 

## Trading on 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 losses tradingon foreign exchanges to which it would not have been subject had its tradingadvisor limited its trading to U.S. markets.

 

The profits and losses derived from tradingforeign futures and options will generally be denominated in foreigncurrencies; consequently, the Fund will be subject to a certain degree ofexchange-rate risk in trading such contracts.

 

The Fund Could Lose Assets and Have Its TradingDisrupted Due to the Bankruptcy 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.

 

17

----

 

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

 

(a)  Issuanceto accredited investors pursuant to Regulation D and Section 4(6) underthe Securities Act.  The selling agent ofthe following 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 |   |
|            |            |                  |            |            |            |  |  |  |  |  |

 

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 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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     |       | 974,999          |       | 774,485    |       | 1.2590 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

----

(1) Net Asset Value for all other purposes

 

(b)   None.

(c)   None.

 

Item 3.    DefaultsUpon Senior Securities

 

None.

 

Item 4.    Submissionof Matters to a Vote of Security Holders

 

None.

 

Item 5.    Other Information

 

None.

 

18

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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 1350Certifications

 

Exhibit 32.01 and 32.02        Are filed herewith.

 

19

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**SIGNATURES**

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 

 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

 

 
|                           | By:             | MERRILL  LYNCH ALTERNATIVE                      |
|--------------------------------|-----------------|-------------------------------------------------|
|                           | INVESTMENTS LLC |
|                           | (Manager)       |
|                           |            |
|                           |            |
| Date:   May 14, 2008 | By              | /s/  PAUL MORTON                                |
|                           |            | Paul Morton                                     |
|                           |            | Chief  Executive Officer, President and Manager |
|                           |            | (Principal  Executive Officer)                  |
|                           |            |                                            |
|                           |            |                                            |
| Date:   May 14, 2008 | By              | /s/  BARBRA E. KOCSIS                           |
|                           |            | Barbra  E. Kocsis                               |
|                           |            | Chief  Financial Officer                        |
|                           |            | (Principal Financial and Accounting Officer)    |

 

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