Aspect FuturesAccess 10-Q 2008 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 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 0-51085

ML ASPECT FUTURESACCESS LLC

(Exact Name of Registrant as

specified in its charter)

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

c/o Merrill Lynch Alternative Investments LLC

Two World Financial Center, 7^th Floor

New York, New York 10281

(Address of principal executive offices)

(Zip Code)

212-236-2063

(Registrant’s telephone number, including area code)

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

Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” 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

Indicate by check mark whether registrant is a shell company (as defined by Rule 12b-2 of the 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 partnership units of the registrant are not publicly traded. Accordingly, there is no aggregate market value for registrant’s outstanding equity that is readily determinable.

ML ASPECT FUTURESACCESS LLC

QUARTERLY REPORT FOR SEPTEMBER 30, 2008 ON FORM 10-Q

		PAGE
	PART I
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
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	22
Item 4.	Submission of Matters to a Vote of Security Holders	22
Item 5.	Other Information	22
Item 6	Exhibits	22

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION

	September 30,		December 31,
	2008		2007
	(unaudited)		(unaudited)
ASSETS:
Equity in commodity futures trading accounts:
Cash (including restricted cash of $22,042,022 for 2008 and $40,922,943 for 2007)	$	293,648,169	$	267,131,712
Net unrealized profit (loss) on open contracts	4,903,974		9,368,575
Cash	153,465		40,779
Accrued interest	427,355		966,433
TOTAL ASSETS	$	299,132,963	$	277,507,499
LIABILITIES AND MEMBERS’ CAPITAL:
LIABILITIES:
Brokerage commissions payable	$	47,814	$	126,258
Management fee payable	460,754		419,877
Sponsor fee payable	257,377		247,535
Performance fee payable	4,216,611		1,956,978
Redemptions payable	7,309,798		8,473,549
Initial offering costs payable	9,368		19,200
Other	193,563		249,128
Total liabilities	12,495,285		11,492,525
MEMBERS’ CAPITAL:
Sponsor’s Capital (20,647 and 20,647 Units issued and outstanding)	27,523		25,576
Members’ Capital (206,255,183 and 208,133,972 Units issued and outstanding)	286,610,155		265,989,398
Total members’ capital	286,637,678		266,014,974
TOTAL LIABILITIES AND MEMBERS’ CAPITAL	$	299,132,963	$	277,507,499
NET ASSET VALUE PER UNIT (Note 3)
(Based on 206,275,830 and 208,154,619 Units outstanding, unlimited Units authorized)
See notes to financial statement

1

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF OPERATIONS

(unaudited)

	For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended
	September 30,			September 30,			September 30,			September 30,
	2008			2007			2008			2007
TRADING PROFIT (LOSS):
Realized	$	(18,721,939	)	$	(27,383,431	)	$	34,573,670		$	(9,077,925	)
Change in unrealized	(10,105,078		)	6,366,710			(4,464,601		)	8,800,856
Brokerage commissions	(259,599		)	(332,206		)	(695,188		)	(789,060		)
Total trading profit (loss)	(29,086,616		)	(21,348,927		)	29,413,881			(1,066,129		)
INVESTMENT INCOME:
Interest	1,374,542			3,542,844			5,024,851			7,638,299
EXPENSES:
Management fee	1,390,083			1,248,673			4,161,813			2,865,125
Sponsor fee	756,448			731,495			2,337,683			2,028,724
Performance fee	(5,675,583		)	(3,358,443		)	4,477,799			103,000
Other	231,969			166,088			623,363			453,522
Total expenses	(3,297,083		)	(1,212,187		)	11,600,658			5,450,371
NET INVESTMENT INCOME (LOSS)	4,671,625			4,755,031			(6,575,807		)	2,187,928
NET INCOME (LOSS)	$	(24,414,991	)	$	(16,593,896	)	$	22,838,074		$	1,121,799
NET INCOME (LOSS) PER UNIT:
Weighted average number of Units outstanding:
Class A	18,658,711			18,486,710			18,261,886			17,509,161
Class C	76,608,319			83,454,820			77,285,731			76,311,967
Class D	8,379,222			18,241,191			11,388,863			16,054,437
Class I	10,229,061			14,594,475			10,818,177			13,712,471
Class DS (1)*	40,071,360			10,880,082			28,996,415			10,549,144
Class DT (2)*	60,843,325			85,638,436			63,760,875			87,074,196
Net income (loss) per weighted average Unit:
Class A	(0.1064		)	$	(0.0660	)	$	0.0980		$	0.0305
Class C	(0.1096		)	$	(0.0674	)	$	0.0939		$	0.0202
Class D	(0.1141		)	$	(0.0659	)	$	0.1876		$	0.0259
Class I	(0.0978		)	$	(0.0634	)	$	0.1250		$	0.0381
Class DS (1)*	(0.1201		)	$	(0.0634	)	$	0.0294		$	0.0884
Class DT (2)*	(0.1194		)	$	(0.0810	)	$	0.1481		$	(0.0324	)

* Class DS and DT were previously known as D-SM and D-TF, respectively

(1) Units issued on April 1, 2007.

(2) Units issued on June 1, 2007.

See notes to financial statements.

2

ML ASPECT FuturesAccess LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the nine months ended September 30, 2008 and 2007

(unaudited)

	Members’ Capital				Members’ Capital	Members’ Capital				Members’ Capital
	December 31, 2006	Subscriptions	Redemptions		September 30, 2007	December 31, 2007	Subscriptions	Redemptions		September 30, 2008
Class A	13,798,588	5,241,456	(804,178	)	18,235,866	17,887,996	3,583,599	(2,527,950	)	18,943,645
Class C	63,313,746	26,840,025	(8,320,523	)	81,833,248	79,170,266	12,618,888	(16,689,387	)	75,099,767
Class D	13,531,909	6,087,954	(1,819,371	)	17,800,492	16,300,492	659,229	(8,580,499	)	8,379,222
Class I	12,118,637	3,002,485	(2,717,171	)	12,403,951	11,363,798	3,063,709	(3,583,570	)	10,843,937
Class DS (1)*	—	11,206,991	(214,540	)	10,992,451	13,768,122	31,718,559	(10,038,276	)	35,448,405
Class DT (2)*	—	91,381,476	(9,814,273	)	81,567,203	69,643,298	1,552,098	(13,655,189	)	57,540,207
Total Members’ Units	102,762,880	143,760,387	(23,690,056	)	222,833,211	208,133,972	53,196,082	(55,074,871	)	206,255,183
Class A	10,319	—	—		10,319	10,319	—	—		10,319
Class C	10,328	—	—		10,328	10,328	—	—		10,328
Class D	—	—	—		—	—	—	—		—
Class I	—	—	—		—	—	—	—		—
Class DS (1)*	—	—	—		—	—	—	—		—
Class DT (2)*	—	—	—		—	—	—	—		—
Total Sponsor’s Units	20,647	—	—		20,647	20,647	—	—		20,647

* Class DS and Class DT were previously known as Class D-SM and D-TF, respectively.

(1) Units issued on April 1, 2007

(2) Units issued on June 1, 2007

See notes to financial statements.

3

ML ASPECT FuturesAccess LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the nine months ended September 30, 2008 and 2007

(unaudited)

	Members’ Capital										Members’ Capital		Members’ Capital									Members’ Capital
	December 31, 2006		Subscriptions		Redemptions			Net Income (Loss)			September 30, 2007		December 31, 2007		Subscriptions		Redemptions			Net Income (Loss)		September 30, 2008
Class A	$	16,089,634	$	6,098,041	$	(941,686	)	$	534,687		$	21,780,676	$	22,428,464	$	4,932,133	$	(3,492,714	)	$	1,789,011	$	25,656,894
Class C	72,750,991		30,952,246		(9,632,643		)	1,537,567			95,608,161		96,858,723		16,728,744		(22,344,289		)	7,259,152		98,502,330
Class D	16,414,106		7,675,895		(2,159,382		)	416,579			22,347,198		21,583,979		975,000		(12,578,954		)	2,136,724		12,116,749
Class I	14,198,284		3,473,207		(3,262,740		)	522,598			14,931,349		14,374,152		4,181,986		(5,050,245		)	1,351,901		14,857,794
Class DS (1)*	—		13,154,375		(269,068		)	932,232			13,817,539		18,235,954		46,281,581		(14,003,395		)	853,916		51,368,056
Class DT (2)*	—		116,922,599		(12,262,287		)	(2,822,354		)	101,837,958		92,508,126		2,229,234		(20,074,451		)	9,445,423		84,108,332
Total Members’ Interests	$	119,453,015	$	178,276,363	$	(28,527,806	)	$	1,121,309		$	270,322,881	$	265,989,398	$	75,328,678	$	(77,544,048	)	$	22,836,127	$	286,610,155
Class A	$	12,035	$	—	$	—		$	292		$	12,327	$	12,940	$	—	$	—		$	1,037	$	13,977
Class C	11,870		—		—			198			12,068		12,636		—		—			910		13,546
Class D	—		—		—			—			—		—		—		—			—		—
Class I	—		—		—			—			—		—		—		—			—		—
Class DS (1)*	—		—		—			—			—		—		—		—			—		—
Class DT (2)*	—		—		—			—			—		—		—		—			—		—
Total Sponsor’s Interest	$	23,905	$	—	$	—		$	490		$	24,395	$	25,576	$	—	$	—		$	1,947	$	27,523
Total Members’ Capital	$	119,476,920	$	178,276,363	$	(28,527,806	)	$	1,121,799		$	270,347,276	$	266,014,974	$	75,328,678	$	(77,544,048	)	$	22,838,074	$	286,637,678

* Class DS and Class DT were previously known as Class D-SM and D-TF, respectively.

(1) Units issued on April 1, 2007

(2) Units issued on June 1, 2007

See notes to financial statements.

4

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ML Aspect FuturesAccess LLC (the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on April 1, 2005. The Fund issues new units of limited liability company interest (“Units”) at Net Asset Value per Unit. The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Aspect Capital Limited (“Aspect”) is the trading advisor of the Fund.

Merrill Lynch Alternative Investments LLC (“MLAI”) is the Sponsor (“Sponsor”) and Manager (“Manager”) of the Fund. MLAI is an indirect wholly-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 statements contain all adjustments necessary to present fairly the financial position of the Fund as of September 30, 2008, and the results of its operations for the three and nine months ended September 30, 2008 and 2007.  However, the operating results for the interim periods may not be indicative of the results for the full year.

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

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

2.FAIR VALUE OF INVESTMENTS

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

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

FAS 157 established a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

5

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by FAS 157, the Fund does not adjust the quoted price for these investments even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Sponsor’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The following table summarizes the valuation of the Fund’s investments by the above FAS 157 fair value hierarchy levels as of September 30, 2008:

	Total		Level I		Level II			Level III
Net unrealized profit (loss) on open contracts	$	4,903,974	$	5,666,277	$	(762,303	)	N/A

6

3.NET ASSET VALUE PER UNIT

For financial reporting purposes, in conformity with U.S. GAAP, the Fund deducted the total initial offering costs at inception from Members’ Capital for purposes of determining Net Asset Value.  For all other purposes, including computing Net Asset Value for purposes of member subscription and redemption activity, such costs are amortized over 60 months. Consequently, the Net Asset Value and Net Asset Value per Unit of the different Classes for financial reporting purposes and for all other purposes at September 30, 2008 and December 31, 2007 are as follows:

September 30, 2008

	Net Asset Value					Net Asset Value per Unit
	All Other Purposes		Financial Reporting		Number of Units	All Other Purposes		Financial Reporting
Class A	$	25,670,871	$	25,670,871	18,953,964	$	1.3544	$	1.3544
Class C	98,515,876		98,515,876		75,110,095	1.3116		1.3116
Class D	12,119,839		12,116,749		8,379,222	1.4464		1.4460
Class I	14,864,071		14,857,794		10,843,937	1.3707		1.3701
Class DS	51,368,056		51,368,056		35,448,405	1.4491		1.4491
Class DT	84,108,332		84,108,332		57,540,207	1.4617		1.4617
	$	286,647,045	$	286,637,678	206,275,830

December 31, 2007

	Net Asset Value					Net Asset Value per Unit
	All Other Purposes		Financial Reporting		Number of Units	All Other Purposes		Financial Reporting
Class A	$	22,441,846	$	22,441,404	17,898,315	$	1.2539	$	1.2538
Class C	96,877,717		96,871,359		79,180,594	1.2235		1.2234
Class D	21,588,645		21,583,979		16,300,492	1.3244		1.3241
Class I	14,381,886		14,374,152		11,363,798	1.2656		1.2649
Class DS	18,235,954		18,235,954		13,768,122	1.3245		1.3245
Class DT	92,508,126		92,508,126		69,643,298	1.3283		1.3283
	$	266,034,174	$	266,014,974	208,154,619

7

4.MARKET AND CREDIT RISK

The nature of this Fund has certain risks, which cannot be presented on the financial statements.  The following summarizes some of those risks.

Market Risk

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

MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of Aspect, calculating the Net Asset Value of the Fund as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge Aspect to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk control procedures will consist simply of the ongoing process of advisor monitoring, with the market risk controls being applied by Aspect.

Credit Risk

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties.  Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.

The credit risk associated with these instruments from counterparty nonperformance is the Net unrealized profit, if any, included in the Statements of Financial Condition. The Fund attempts to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers.

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

8

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 amendment to FASB Statement No. 133 (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. Currently, the Fund is evaluating the implications of FAS 161 on its financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting the accounting principles used in preparing financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. Currently, U.S. GAAP hierarchy is provided in the American Institute of Certified Public Accountants U.S. Auditing Standards (“AU”) Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles” (“AU Section 411”). FAS 162 is effective 60 days following the SEC’s approval 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 its financial statements.

9

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

MONTH-END NET ASSET VALUE PER UNIT

(NON U.S. GAAP)

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

Class A

	Jan.		Feb.		Mar.		Apr.		May		Jun.		Jul.		Aug.		Sept.
2007	$	1.1952	$	1.1332	$	1.1134	$	1.1604	$	1.2217	$	1.2604	$	1.2019	$	1.1348	$	1.1944
2008	$	1.3141	$	1.4206	$	1.3950	$	1.3319	$	1.3723	$	1.4646	$	1.3590	$	1.3134	$	1.3544

Class C

	Jan.		Feb.		Mar.		Apr.		May		Jun.		Jul.		Aug.		Sept.
2007	$	1.1769	$	1.1150	$	1.0946	$	1.1399	$	1.1991	$	1.2361	$	1.1777	$	1.1102	$	1.1684
2008	$	1.2812	$	1.3839	$	1.3578	$	1.2952	$	1.3335	$	1.4221	$	1.3183	$	1.2729	$	1.3116

Class D

	Jan.		Feb.		Mar.		Apr.		May		Jun.		Jul.		Aug.		Sept.
2007	$	1.2452	$	1.1823	$	1.1631	$	1.2137	$	1.2795	$	1.3217	$	1.2620	$	1.1901	$	1.2557
2008	$	1.3898	$	1.5043	$	1.4790	$	1.4131	$	1.4586	$	1.5606	$	1.4478	$	1.4000	$	1.4464

Class I

	Jan.		Feb.		Mar.		Apr.		May		Jun.		Jul.		Aug.		Sept.
2007	$	1.2019	$	1.1402	$	1.1206	$	1.1683	$	1.2304	$	1.2699	$	1.2113	$	1.1442	$	1.2044
2008	$	1.3268	$	1.4348	$	1.4094	$	1.3460	$	1.3874	$	1.4815	$	1.3746	$	1.3287	$	1.3707

Class DS

	Jan.		Feb.		Mar.		Apr.		May		Jun.		Jul.		Aug.		Sept.
2007	N/A		N/A		N/A		$	1.2137	$	1.2795	$	1.3217	$	1.2614	$	1.1920	$	1.2570
2008	$	1.3899	$	1.5043	$	1.4792	$	1.4146	$	1.4589	$	1.5579	$	1.4487	$	1.3950	$	1.4491

Class DT

	Jan.		Feb.		Mar.		Apr.		May		Jun.		Jul.		Aug.		Sept.
2007	N/A		N/A		N/A		N/A		N/A		$	1.3245	$	1.2568	$	1.1828	$	1.2485
2008	$	1.3982	$	1.5206	$	1.4941	$	1.4248	$	1.4730	$	1.5804	$	1.4624	$	1.4125	$	1.4617

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Performance Summary

January 1, 2008 to September 30, 2008

January 1, 2008 to March 31, 2008

The Fund posted profits for the quarter with the interest rates, agriculture, stock indices, currencies, and the metals sectors posting gains while the energy sector posted losses.

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

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

The stock indices sector posted profits for the Fund. Short positions in many equity indices were profitable for the Fund at the beginning of the year which continued through the mid-quarter. Profits were posted for the Fund at the end of the quarter as short positions in stock indices took advantage of further market weakness, especially in Japan.

The currency sector posted profits for the Fund. After recent months that have witnessed higher volatility in foreign exchange, global currency markets were relatively subdued in January with a small loss in the currency sector. The Euro versus the U.S. dollar and the U.S. dollar versus the Swiss Franc pairs were the most profitable positions for the Fund after the U.S. dollar finished near record lows against several of the major currencies at the end of the mid-quarter. The currency sector finished profitably as positions benefited from the continued depreciation of the U.S. dollar against the Euro and Swiss Franc.

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

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

11

April 1, 2008 to June 30, 2008

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

The currency sector posted profits for the Fund. Losses were posted to the Fund at the beginning of the quarter after the United States dollar strengthened late in April particularly against the Euro and the Swiss franc. Profits were posted to the Fund mid-quarter through the end of the quarter as emerging market currencies made gains against the majors.

The energy sector posted profits for the Fund.  Energies finished strong at the beginning of the quarter after crude oil advanced to reach new highs. Profits continued to be posted to the Fund mid-quarter due to the oil complex continued its surge to all-time highs. Important influences included supply disruptions, bullish inventory data, long-term analyst forecasts and a weakening United States dollar. The long position in natural gas was the best performer at the end of the quarter as energy prices continued to rally posting profits to the Fund.

The agriculture sector posted profits for the Fund. Marginal losses were posted to the Fund at the beginning of the quarter after key prices came off their recent highs. Losses continued to be posted to the Fund mid-quarter as many crops retreated from their recent highs causing some profit give back. The quarter ended with profits being posted to the Fund due to grain prices rocketing to record levels after poor weather affected the United States crop forecasts.

The stock indices sector posted profits for the Fund. Losses were posted to the Fund at the beginning of the quarter due to the Fund’s short positions in the stock indices. Losses continued to be posted to the Fund mid-quarter as global stock indices remained largely range bound. As the United States economy showed further signs of weakening, global stock markets fell steadily to the benefit of the Fund’s predominantly short stock indices positions resulting in the profit being posted to the Fund at the end of the quarter.

The metals sector posted losses for the Fund. Marginal losses were posted to the Fund at the beginning of the quarter after key prices came off their recent highs. Metals sector finished close to flat mid-quarter experiencing a mix of small offsetting returns. Amid high market volatility the quarter ended with profits being posted to the Fund.

The interest rate sector posted losses for the Fund.  Losses were posted to the Fund as conditions in the global equity and fixed income markets remained challenging at the beginning of the quarter with bonds incurring the most significant losses. However, through the middle of the quarter profits were posted to the Fund due to interest rates expectations becoming more hawkish in Europe and the United Kingdom. The quarter ended with profits being posted to the Fund due to the short positions in British and European markets following suggestions of rate increases at Jean Claude Trichet’s, President of the European Central Bank System press conference.

July 1, 2008 to September 30, 2008

The Fund posted an overall loss for the quarter with the stock indices, interest rates and the metals sectors posting gains while the agriculture, energy and the currency sectors posted losses.

The stock indices sector posted profits for the Fund. Losses were posted to the Fund at the beginning through the middle of the quarter as sharp reversals occurred across a number of markets resulting in losses. Global markets were particularly volatile in September as a number of unexpected events had dramatic effects on overall market sentiment. Short positions in the stock indices resulted in profits posted to the Fund at the end of the quarter.

12

The interest rate sector posted profits for the Fund.  Losses were posted to the Fund at the beginning of the quarter due to losses in the European bond markets following the European Central Bank’s announcement that interest rates are likely to be maintained at current levels.  Profits were posted to the Fund in the middle of the quarter due to long positions in the bonds sector capitalizing on changing interest rate expectations as profits were seen in the United States and the Australian bond positions as well as in Japan following the Bank of Japan’s surprise decision to hold rates. The Program’s positioning of long bonds resulted in profits posted to the Fund at the end of the quarter.

The metals sector posted profits for the Fund. Losses were posted to the Fund at the beginning through the middle of the quarter due to falling precious metal prices. However, short positions in base metals offset some of the losses as prices continued to fall due to negative industrial outlook and rising metal stocks. Recessionary concerns and stock build up continued to place downward pressure on industrial metals, especially aluminum resulting in profits being posted to the Fund at the end of the quarter.

The agriculture sector posted losses for the Fund. Losses were posted to the Fund at the beginning of the quarter due to the drop in corn prices. Losses continued to be posted to the Fund mid-quarter as grain prices continued to recede from recent highs. The quarter ended with losses being posted to the Fund due to the volatility in the global markets.

The energy sector posted losses for the Fund. Losses were posted to the Fund at the beginning of the quarter due to natural gas prices falling during the month of July. Energy prices continued to fall in the middle of the quarter due to the strengthening U.S. dollar despite a brief rally due to concerns that hurricanes in the United States would disrupt supply.  Losses continued to be posted at the end of the quarter due to market volatility.

The currency sector posted losses for the Fund. The Program’s performance was mildly positive due to a lack of direction in the market.  Losses were posted to the Fund at the middle of the quarter as a result of losses from the Fund’s short U.S. dollar exposure, which had generated profits up until July 2008. The relative strength of the U.S. dollar was driven by positive economic news in the United States and a change in interest rate expectations in Australia and Europe. The latter resulted in the largest daily decline in the Euro against the U.S. dollar in almost eight years. The quarter ended with losses being posted to the Fund due to the U.S. dollar continuing to strengthen as demand for the U.S. dollar funding increased amid the reduced liquidity in money markets, and emerging markets currencies declined as a result of risk aversion.

Performance Summary

January 1, 2007 to September 30, 2007

January 1, 2007 to March 31, 2007

The Fund posted an overall loss for the quarter with the agriculture sector posting gains and currencies, metals, stock indices, interest rate and the energy sectors posted losses.

The agricultural sector was the only profitable sector for the Fund. The agricultural market was soft which attributed to the difficult trading environment resulting with gains in the mid-quarter only. Losses were posted at the beginning of the quarter and at the end as the price reversal in corn was a key element of the losses in the sector.

The currency sector was not profitable for the Fund.  At the beginning of the quarter began with gains due to the short positions which captured the sell off in the U.K. gilts and the British pound following the Bank of England’s surprise decision to raise core interest rates. The U.S. dollar/Japanese yen cross-rate drove returns as the long positions in the U.S. dollar strengthened following the U.S. economic data releases and the lack of rate hikes by the Bank of Japan. In the wake of increased market volatility mid-quarter, the Japanese yen strengthened against the major currencies as investors liquidated their Japanese yen carry trade positions. This caused losses due to the short positions in the Japanese yen. However, the

13

quarter is ended with currencies posting gains as the short positions in Euribor and the British pound were profitable as prices fell, helped by stronger than expected economic data releases in the United Kingdom and Eurozone.  Also finishing profitably was the U.S. dollar which depreciated against the other major currencies coupled with weaker than expected data releases and rising concerns about the U.S. sub-prime mortgage market aided gains being posted.

The metals sector posted losses for the Fund. The beginning of the quarter began with losses which carried through mid-quarter due to a sell off of the long positions in copper and zinc. The quarter ended with gains being posted to the Fund.

The stock indices sector posted losses for the Fund. Long Japanese positions posted the best gains as markets rallied on the exporter friendly depreciation of the Japanese yen and a revival in oil prices. Losses posted mid-quarter were due to the reduced long positions in stock indices hurt by the continued fallout from the equity market sell-off at the end of February which continued through to the end of the quarter.

The interest rate sector posted losses for the Fund. The quarter began and ended with gains being posted to the Fund in a volatile market environment. However, these gains could not offset losses posted mid-quarter.

The energy sector was the least profitable for the Fund. Short positions in energies posted gains at the beginning of the quarter for the Fund as oil prices continued to fall, before a mid-month reversal driven by bad weather conditions pared back some of these gains. However, losses were incurred mid-quarter through to the end of quarter as oil prices rallied against the Fund’s short positions driven by mounting geopolitical pressures.

April 1, 2007 to June 30, 2007

The Fund posted profits for the quarter with interest rates, currencies, stock indices, and the energy sectors posting gains while metals and the agriculture sectors posting losses.

The interest rate sector posted the highest gains for the Fund. The beginning of the quarter through the mid- quarter gains were posted to the Fund. In the United Kingdom, the Bank of England signaled its intention to combat the current elevated levels of inflation after raising core interest rates by 25 basis points and stating in the subsequent Monetary Policy Committee (MPC) minutes that a larger hike had also been considered. European debt prices also finished down following the release of above expectations regional Gross Domestic Product (GDP) data and strong indications from the European Central Bank (ECB) that rates would rise again in June. The short positions in bonds and interest rates were the most profitable positions at the quarter’s end. Bond prices fell following strong U.S. retail sales figures and above expectation Producer Price Index data (PPI). The biggest move in the sector was seen in the United Kingdom contracts after a surprisingly hawkish set of MPC minutes helped to suppress prices.

The currency sector posted profits for the Fund. The sector’s key holdings benefited from the weakening of both the Japanese yen and the U.S. dollar. In Japan, the lack of a core rate hike by the Bank of Japan and reports of a negative Consumer Price Index (CPI) figure for the year to March helped to send the Japanese yen lower against the U.S. dollar and euro. Elsewhere, the U.S. dollar depreciated on weak data releases including a low GDP forecast figure that hinted at slowing growth in the U.S.  The currency sector finished flat mid quarter as losses in the British pound versus the U.S. dollar and the euro versus the U.S. dollar cross rates largely offset gains in the U.S. dollar versus the Japanese yen holdings as the U.S. dollar strengthened on the back of revised rate expectations in the U.S. The quarter ended with profits being posted to the Fund as gains in the New Zealand dollar, Japanese yen and Australian dollar cross-rates against the U.S. dollar offset losses in the U.S. dollar and Confoederatio Helvetica franc (CHF) positions.

14

Stock indices posted profits for the Fund. Long positions held across the sector were profitable at the beginning of the quarter as global equity markets continued to recover from their lows in March. Long positions continued to post profits to the Fund due to the strong M&A activity in the U.S. and Europe and an improving outlook for economic growth in Japan. The quarter ended in negative territory, as conditions remained volatile and largely trend-less amid investor concerns over inflation and high yields.

The energy sector also posted profits for the Fund. Profits were posted at the beginning of the quarter and at the end of the quarter, trading was difficult due to weather conditions and geopolitical pressure.

The metals sector posted losses for the Fund.  Profits were posted at the beginning of the quarter as metals benefited from the re-emergence of stable trends as prices driven by tightening fundamentals and demand growth rallied. Metals finished on a loss at mid-quarter as prices were driven down on profit-taking and concerns over the strength of future Chinese demand. The quarter ended with losses being posted to the Fund due to supply tightness and bouts of increased risk aversion.

The agricultural sector was the least profitable sector for the Fund. The agricultural market was soft which attributed to the difficult trading environment. Losses were posted at the beginning of the quarter as cocoa prices reversed sharply against the Fund’s long positions along with corn and soybean as prices continued to slide on the release of the United States Department of Agriculture crop estimates for the 2007 planting season. Performance in agriculture was boosted towards the end of the quarter by the long positions in soybeans after prices rocketed in the wake of a U.S. Department of Agriculture report that showed planted soybean acreage had fallen below earlier forecasts.

July 1, 2007 to September 30, 2007

The Fund posted losses for the quarter with energy, agriculture, and the currency sectors posting gains, while metals, stock indices and the interest rate sectors posted losses.

The energy sector posted profits for the Fund. Profits were posted to the Fund at the beginning of the quarter and at the quarter’s end due to the Fund’s long positions in crude oil as prices in the commodity struck all time highs.

The agricultural sector posted profits for the Fund. Losses were posted to the Fund at the beginning of the quarter with the worst losses seen in the cocoa contracts. Losses continued to be posted to the Fund mid-quarter only to be offset with profits at the end of the quarter. The long positions in soy beans and wheat produced the biggest gains for the Fund as the quarter ended.

The currency sector posted profits for the Fund. At the beginning of the quarter losses were posted to the Fund due to the long positions in the U.S. dollar versus the Japanese yen. The reduction in risk appetite was particularly visible in some currency markets mid-quarter as long-held carry trade positions reversed resulting in losses for the Fund due to the New Zealand dollar versus the U.S. dollar and the U.S. dollar versus the Japanese yen positions. Profits were posted to the Fund at the end of the quarter due to the depreciation of the U.S. currency amid a stream of weak economic data releases from the U.S.  The Euro versus the U.S. dollar long positions and the short positions in the U.S. dollar versus the Canadian dollar trades also contributed to the Fund’s profits.

The metals sector posted losses for the Fund. Long positions in metals finished profitably at the beginning of the quarter as prices generally rose across the sector. However, suppressed by inventory increases and concerns over U.S. demand, prices were pushed down posting losses to the Fund mid-quarter through the end of the quarter.

The stock indices sector posted losses for the Fund. Concerns of significant sub-prime related losses at the beginning of the quarter caused equities to be sold off sharply, hurting the Fund’s long exposure to the stock indices sector. Conditions were also volatile in the global equity markets mid-quarter as some

15

stock indices had fallen to their lowest levels of the year. Hong Kong’s Hang Seng stock exchange long positions aided the stock indices sector as equities generally rallied at the end of the quarter posting profits for the Fund.

The interest rate sector posted losses for the Fund. The quarter began with losses being posted to the Fund due to bonds being the worst performing sector for the Fund after prices rallied on rising concerns over the quality of the credit markets. The downgrading of substantial quantities of mortgage-backed securities, the collapse of two Bear Stearns funds and further concerns of significant sub-prime related losses fuelled a flight to quality.  A long position in the interest rate model was not enough to offset losses incurred mid-quarter. Short position in the British sterling was the major drag on performance as prices rallied against the Fund’s short position

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

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

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

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

Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund’s speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantifications included in this section should not be considered to constitute any assurance or representation that the Fund’s losses in any market sector will be limited to Value at Risk or by the Fund’s attempts to manage its market risk.

Quantifying The Fund’s Trading Value At Risk

Quantitative Forward-Looking Statements

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

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

Maintenance margin requirements have been used by the Fund as the measure of its Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the

16

historical sample (generally approximately one year) researched for purposes of establishing margin levels.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

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

100% positive correlation in the different positions held in each market risk category has been assumed.  Consequently, the margin requirements applicable to the open contracts have been aggregated to determine each trading category’s aggregate Value at Risk.  The diversification effects resulting 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 Risk in Different Market Sectors

The following table indicates the average, highest and lowest trading Value at Risk associated with the Fund’s open positions by market category for the fiscal period. For the nine months ended September 30, 2008 and 2007, the Fund’s average Month-end Net Asset Value for all other purposes was approximately $284,584,593 and $191,440,739, respectively.

	September 30, 2008
	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk
Agricultural Commodities	$	822,686	0.29	%	$	3,229,047	$	147,261
Currencies	3,076,122		1.09	%	9,038,747		404,908
Energy	1,347,052		0.47	%	4,458,641		220,369
Interest Rates	19,961,801		7.01	%	41,848,012		8,163,193
Metals	543,664		0.19	%	2,047,636		139,919
Stock Indices	1,705,177		0.60	%	5,255,225		373,561
TOTAL	$	27,456,502	9.65	%	$	65,877,308	$	9,449,211

	September 30, 2007
	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk
Agricultural Commodities	$	346,758	0.18	%	$	1,761,496	$	43,237
Currencies	1,314,157		0.69	%	7,087,844		$	73,826
Energy	599,489		0.31	%	3,744,551		13,104
Interest Rates	17,804,919		9.30	%	34,849,043		11,027,335
Metals	608,470		0.32	%	2,665,713		54,595
Stock Indices	942,645		0.49	%	1,964,200		94,753
TOTAL	$	21,616,438	11.29	%	$	52,072,847	$	11,306,850

17

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund.  The magnitude of the Fund’s open positions creates a “risk of ruin” not typically found 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 to incur severe losses over a short period of time.   The foregoing Value at Risk table — as well as the past performance of the Fund — gives no indication of this “risk of ruin.”

Non-Trading Risk

Foreign Currency Balances; Cash on Deposit with MLPF&S

The Fund has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial.

The Fund also has non-trading market risk on the approximately 90%-95% of its assets which are held in cash at MLPF&S. The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies. This cash flow risk is immaterial.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Fund’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by MLAI and Aspect for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of the time value of their investment in the Fund.

Item 4. Controls and Procedures

MLAI, the Sponsor of ML Aspect FuturesAccess LLC, with the participation of the Sponsor’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period of this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective.  Additionally, there were no significant changes in the Fund’s internal controls or in other factors that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

18

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	None.

Item 1A.  Risk Factors

Past Performance Not Necessarily Indicative of Future Results

Past performance is not necessarily indicative of future results.  The trading advisor’s past performance may not be representative of how it may trade in the future for the Fund.

Volatile Markets; Highly Leveraged Trading

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

Importance of General Market Conditions

Overall market or economic conditions — which neither MLAI nor the trading advisor can predict or control — have a material effect on the performance of any managed futures strategy.

Forward Trading

The Fund will trade currencies in the forward markets in addition to in the futures markets.  The forward markets are over-the-counter, non-exchange markets, and in trading in these markets, the Fund will be dependent on the credit standing of the counterparties with which they trade, without the financial support of any clearinghouse system.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.  Forward market counterparties are under no obligation to enter into forward transactions with a Fund, including transactions through which the Fund is attempting to liquidate open positions.

Increased Assets Under Management

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

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Trading Advisor Risk

The Fund is subject to the risk of the bad judgment, negligence or misconduct of its trading advisor.  There have been a number of instances in recent years in which private investment funds have incurred substantial losses due to manager misconduct.

Changes in Trading Strategy

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

Illiquid Markets

Certain positions held by the Fund may become illiquid, preventing the Fund’s trading advisor from acquiring positions otherwise indicated by its strategy or making it impossible for the trading advisor to close out positions against which the market is moving.

Certain futures markets are subject to “daily price limits,” restricting the maximum amount by which the price of a particular 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 such contract.  From time to time, prices have moved “the limit” for a number of consecutive days, making it impossible for traders against whose positions the market was moving to prevent large losses.

Trading on Non-U.S. Exchanges

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

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

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

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

20

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds

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

CLASS A

	Subscription
	Amount		Units	NAV (1)
Jan-08	$	59,360	47,340	$	1.2539
Feb-08	204,746		155,807	1.3141
Mar-08	1,515,507		1,066,808	1.4206
Apr-08	329,340		236,086	1.3950
May-08	432,533		324,749	1.3319
Jun-08	362,891		264,440	1.3723
Jul-08	372,445		254,298	1.4646
Aug-08	1,027,642		756,175	1.3590
Sep-08	627,669		477,896	1.3134
Oct-08	1,107,846		817,961	1.3544

CLASS C

	Subscription
	Amount		Units	NAV (1)
Jan-08	$	987,828	807,379	$	1.2235
Feb-08	1,071,005		835,939	1.2812
Mar-08	1,329,328		960,566	1.3839
Apr-08	4,467,945		3,290,577	1.3578
May-08	1,513,446		1,168,504	1.2952
Jun-08	1,273,182		954,766	1.3335
Jul-08	1,281,113		900,860	1.4221
Aug-08	2,752,458		2,087,885	1.3183
Sep-08	2,052,439		1,612,412	1.2729
Oct-08	385,717		273,496	1.3116
	—		—

CLASS D

	Subscription
	Amount		Units	NAV (1)
Jan-08	$	—	—	$	1.3244
Feb-08	—		—	1.3898
Mar-08	—		—	1.5043
Apr-08	975,000		659,229	1.4790
May-08	—		—	1.4131
Jun-08	—		—	1.4586
Jul-08	—		—	1.5606
Aug-08	—		—	1.4478
Sep-08	—		—	1.4000
Oct-08	—		—	1.4464

CLASS I

	Subscription
	Amount		Units	NAV (1)
Jan-08	$	45,535	35,979	$	1.2656
Feb-08	492,498		371,192	1.3268
Mar-08	25,000		17,424	1.4348
Apr-08	807,141		572,684	1.4094
May-08	44,823		33,301	1.3460
Jun-08	149,997		108,114	1.3874
Jul-08	74,999		50,624	1.4815
Aug-08	1,541,993		1,121,777	1.3746
Sep-08	1,000,000		752,614	1.3287
Oct-08	—		—	1.3707

CLASS DS

	Subscription
	Amount		Units	NAV (1)
Jan-08	$	1,404,330	1,060,272	$	1.3245
Feb-08	1,137,736		818,574	1.3899
Mar-08	3,409,802		2,266,703	1.5043
Apr-08	10,243,376		6,924,943	1.4792
May-08	9,403,678		6,647,588	1.4146
Jun-08	6,643,258		4,553,608	1.4589
Jul-08	5,046,325		3,239,184	1.5579
Aug-08	8,993,076		6,207,687	1.4487
Sep-08	—		—	1.3950
Oct-08	—		—	1.4491

CLASS DT

	Subscription
	Amount		Units	NAV (1)
Jan-08	$	—	—	$	1.3283
Feb-08	—		—	1.3982
Mar-08	—		—	1.5206
Apr-08	—		—	1.4941
May-08	1,536,709		1,078,544	1.4248
Jun-08	—		—	1.4730
Jul-08	—		—	1.5804
Aug-08	692,525		473,554	1.4624
Sep-08	—		—	1.4125
Oct-08	—		—	1.4617

(1) Net Asset Value for all other purposes.

(b) None.

(c) None.

21

Item 3.	Defaults Upon Senior Securities
	None.
Item 4.	Submission of Matters to a Vote of Security Holders
	None.
Item 5.	Other Information
	On September 15, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch”) and Bank of America Corporation (“Bank of America”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).  The Merger Agreement provides that, on the terms and conditions set forth therein, a wholly owned subsidiary of Bank of America will merge into Merrill Lynch and Merrill Lynch will continue as the surviving corporation as a wholly owned subsidiary of Bank of America (the “Merger).  The Merger has been approved by the board of directors of each of Merrill Lynch and Bank of America and is scheduled to close in the first quarter of 2009 or earlier, subject to shareholder approval at both companies, customary closing conditions and standard regulatory approvals.
Item 6.	Exhibits
	The following exhibits are incorporated by reference or 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.

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SIGNATURES

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

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

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