Aspect FuturesAccess 10K 2008 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2008

o Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

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		(I.R.S. Employer
incorporation or organization)		Identification No.)

c/o Merrill Lynch Alternative Investments LLC

Two World Financial Center, 7th Floor

New York, New York 10281

(Address of principal executive offices)

(Zip Code)

212-236-2063

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Units of Limited Liability Company Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act

Yes o No x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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	Small reporting company o
(Do not check if a smaller reporting company)

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

Yes o No x

The Units of the limited liability company interest registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

As of January 31, 2009 Units of limited liability company interest with an aggregate net asset value of $313,686,201 were outstanding and held by non-affiliates.

Documents Incorporated by Reference

The registrant’s 2008 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the year ended December 31, 2008, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith. Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.

ML ASPECT FUTURESACCESS LLC

ANNUAL REPORT FOR 2008 ON FORM 10-K

Table of Contents

		PAGE

PART I

Item 1.	Business	1

Item 1A.	Risk Factors	7

Item 1B.	Unresolved Staff Comments	9

Item 2.	Properties	9

Item 3.	Legal Proceedings	9

Item 4.	Submission of Matters to a Vote of Security Holders	9

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9

Item 6.	Selected Financial Data	11

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 8.	Financial Statements and Supplementary Data	32

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32

Item 9A(T).	Controls and Procedures	32

Item 9B.	Other Information	33

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	34

Item 11.	Executive Compensation	36

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36

Item 13.	Certain Relationships and Related Transactions and Director Independence	36

Item 14.	Principal Accountant Fees and Services	37

PART IV

Item 15.	Exhibits and Financial Statement Schedules	39

PART I

Item 1: Business

(a) General Development of Business:

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 (see Item 6 for discussion of net asset value and net asset value per unit for subscriptions and redemptions purposes hereinafter referred to as Net Asset Value and Net Asset Value per Unit for all other purposes) as of the beginning of each calendar month. 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. On September 15, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch” or the “Company”) entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 dated as of October 21, 2008, the “Merger Agreement”) with Bank of America Corporation (“Bank of America”). Pursuant to the Merger Agreement, on January 1, 2009, a wholly-owned subsidiary of Bank of America (“Merger Sub”) merged with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and a subsidiary of Bank of America (the “Merger”).

As of December 31, 2008, the Net Asset Value of the Fund for all other purposes was $320,413,868 and the Net Asset Value per Unit for all other purposes was $1.5925 for Class A, $1.5392 for Class C, $1.7137 for Class D, $1.6148 for Class I, $1.7065 for class DS and $1.7440 for Class DT. The capitalization and Net Asset Value per Unit for financial reporting purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) was $320,433,806 and $1.5927 for Class A, $1.5393 for Class C, $1.7134 for Class D, $1.6142 for Class I, $1.7067 for Class DS and $1.7442 for Class DT.

The highest month-end Net Asset Value per Unit for all other purposes for Class A since Aspect began trading was $1.5925 (December 31st, 2008) and the lowest was $0.9690 (April 30, 2005). The highest month-end Net Asset Value per Unit for all other purposes for Class C since Aspect began trading was $1.5392 (December 31, 2008) and the lowest was $0.9682 (April 30, 2005). The highest month-end Net Asset Value per Unit for all other purposes for Class D since Aspect began trading was $1.7137 (December 31, 2008) and the lowest was $0.9702 (April 30, 2005). The highest month-end Net Asset Value per Unit for all other purposes for Class I since Aspect began trading was $1.6148 (December 31, 2008) and the lowest was $0.9693 (April 30, 2005). The highest month-end Net Asset Value per Unit for all other purposes for Class DS since inception was $1.7065 (December 31, 2008) and the lowest was $1.1631 (March 30, 2007). The highest month-end Net Asset Value per Unit for all other purposes for Class DT since inception was $1.7440 (December 31, 2008) and the lowest was $1.1828 (August 30, 2007).

(b) Financial Information about Segments:

The Fund’s business constitutes only one segment for financial reporting purposes, i.e., a speculative “commodity pool.” The Fund does not engage in sales of goods or services.

Trading Advisor’s Trading Model

The Fund and MLAI have entered into an advisory agreement with Aspect whereby Aspect will trade in the international futures and forwards markets pursuant to the Aspect Diversified Program (the “Trading Model”).

The Trading Model, which Aspect has traded since December 1, 1998, is a broadly diversified global trading system that deploys multiple trading securities that seek to identify and exploit directional moves in market behavior of a broad range of global financial instruments including (but not limited to) bonds, currencies, interest rates, equities, equity indices, debt securities, selected physical commodities and derivatives. Its investment objective is the generation of significant medium-term capital growth independent of overall movements in traditional stock and bond markets within a risk management framework. By maintaining comparatively small exposure to any individual market, the aim is to achieve real diversification. The Trading Model seeks to maintain positions in a variety of markets. Market concentration varies according to the strength of signals, volatility and liquidity, amongst other factors.

The core objectives of the Trading Model are to: (i) produce strong medium-term capital appreciation, that is appreciation over the course of approximately 3 to 5 years; (ii) seek and exploit profit opportunities in both rising and falling markets using a quantitative and systematic investment process; (iii) provide diversification away from overall movements in traditional investment portfolios; and (iv) minimize risk by operating in a diverse range of markets and sectors using an investment process involving pre-defined and monitored risk limits and determines market exposure in accordance with factors including (but not limited to) market correlation, volatility, liquidity and the cost of market access.

The Trading Model uses an automated system to collect, process and analyze market data (including current and historical price data and identify and exploit directional moves (or ‘trends’) in market behavior, trading across a variety of frequencies to exploit trends over a range of timescales. Positions are taken according to the aggregate signal and are adjusted to control risk.

The Trading Model is not applied by Aspect with any pre-determined preference for any market. Rather, allocations to individual markets depend upon an analysis of a range of factors which may include liquidity, correlation and cost of trading. Allocations are currently made on a long-term average risk basis which takes into account varying levels of market volatility and intra-market correlation. These allocations are subject to regular review and may change from time to time at Aspect’s discretion.

A fundamental principle of Aspect’s investment approach is the importance of a risk management framework. Aspect employs a value-at-risk methodology and other risk management procedures to monitor the risk of the Trading Model within pre-defined guidelines. Additionally, Aspect has developed mechanisms to provide that risk is controlled at both an individual market and portfolio level.

Aspect retains the right to develop and make changes to the Trading Model as its sole discretion, including (without limitation) the incorporation of new markets, instruments, strategies and assets classes into the Trading Model.

Employees

The Fund has no employees.

Use of Proceeds and Cash Management Income

Subscription Proceeds

The Fund’s cash is used as security for and to pay the Fund’s trading losses as well as its expenses and redemptions. The primary use of the proceeds of the sale of the Units is to permit Aspect to trade on a speculative basis in a wide range of different futures and forwards markets on behalf of the Fund. While being used for this purpose, the Fund’s assets are also generally available for cash management, as more fully described below under “Cash Assets”.

Market Sectors

Aspect trading involves the speculative trading of over-the-counter forward contracts and exchange traded futures contracts, although the percentage of the Fund’s assets allocated to either class of contracts will vary from time to time.

Market Types

The Fund trades on a variety of United States and foreign futures exchanges. Substantially all of the Fund’s off-exchange trading takes place in the highly liquid, institutionally based currency forward markets.

Many of the Fund’s currency trades are executed in the spot and forward foreign exchange markets (the “FX Markets”) where there are no direct execution costs. Instead, the participants, banks and dealers in the FX markets take a “spread” between the prices at which they are prepared to buy and sell a particular currency and such spreads are built into the pricing of the spot or forward contracts with the Fund.

Custody of Assets

Substantially all of the Fund’s assets are currently held in Commodity Futures Trading Commission (“CFTC”) regulated customer accounts at MLPF&S.

Cash Assets

The Fund will generally earn interest, as described below, on its “Cash Assets”, which can be generally described as the cash actually held by the Fund plus its “open trade equity” (unrealized gain and loss marked to market daily on open positions). Cash Assets are held primarily in U.S. dollars, and to a lesser extent in foreign currencies, and are comprised of the Fund’s cash balances held in the offset accounts (as described below) – which include “open trade equity” (unrealized gain and loss on open positions) on United States futures contracts, which is paid into or out of the Fund’s account on a daily basis; the Fund’s cash balances in foreign currencies derived from its trading in non-U.S. dollar denominated futures and options contracts, which includes open trade equity on those exchanges which settle gains and losses on open positions in such contracts prior to closing out such positions. Cash Assets do not include and the Fund does not earn interest income on the Fund’s gains or losses on its open forward, commodity option and certain foreign futures positions since such gains and losses are not collected or paid until such positions are closed out.

The Fund’s Cash Assets may be greater than, less than or equal to the Fund’s Net Asset Value (on which the redemption value of the Units is based) primarily because Net Asset Value reflects all gains and losses on open positions as well as accrued but unpaid expenses.

Interest Earned on the Fund’s U.S. Dollar Cash Assets

The Fund’s U.S. dollar Cash Assets are held in cash at MLPF&S, which utilizes offset accounts.

Offset accounts are non-interest bearing demand deposit accounts maintained with banks unaffiliated with Merrill Lynch. An integral feature of the offset arrangements is that the participating banks specifically acknowledge that the offset accounts are MLPF&S customer accounts, not subject to any Merrill Lynch liability.

MLPF&S credits the Fund with interest at the most favorable rate payable by MLPF&S to accounts of Merrill Lynch affiliates but not less than 75% of such prevailing rate. The Fund is credited with interest on any of its assets and net gains actually held by MLPF&S non-U.S. dollar currencies at a prevailing local rate received by Merrill Lynch. Merrill Lynch may derive certain economic benefit, in excess of the interest, which Merrill Lynch pays to the Fund, from possession of such assets.

The banks at which the offset accounts are maintained make available to Merrill Lynch interest-free overnight credits, loans or overdrafts in the amount of the Fund’s U.S. dollar Cash Assets held in the offset accounts, charging Merrill Lynch a small fee for this service. The economic benefits derived by Merrill Lynch – net of the interest credits paid to the Fund and the fee paid to the offset banks – from the offset accounts have not exceeded 0.75% per annum of the Fund’s average daily U.S. dollar Cash Assets held in the offset accounts. These revenues to Merrill Lynch are in addition to the Brokerage Commissions and Sponsor fees paid by the Fund to MLPF&S and MLAI, respectively.

Interest Paid by Merrill Lynch on the Fund’s Non-U.S. Dollar Cash Assets

Under the single currency margining system implemented for the Fund, the Fund itself does not deposit foreign currencies to margin trading in non-U.S. dollar denominated futures contracts and options, if any. MLPF&S provides the necessary margin, permitting the Fund to retain the monies which would otherwise be required for such margin as part of the Fund’s U.S. dollar Cash Assets. The Fund does not earn interest on foreign margin deposits provided by MLPF&S. The Fund does, however, earn interest on its non-U.S. dollar Cash Assets. Specifically, the Fund is credited by Merrill Lynch with interest at prevailing short-term local rates on assets and net gains on non-U.S. dollar denominated positions for such gains actually held in cash by the Fund. Merrill Lynch charges the Fund Merrill Lynch’s cost of financing realized and unrealized losses on such positions.

The Fund may hold foreign currency gains and finances foreign currency losses on an interim basis until converted into U.S. dollars and either paid into or out of the Fund’s U.S. dollar Cash Assets which generally occurs weekly. Foreign currency gains or losses on open positions are not converted into U.S. dollars until the positions are closed. Assets of the Fund while held in foreign currencies are subject to exchange rate risk.

Charges

The following table summarizes the charges incurred by the Fund for the years ended December 31, 2008, 2007 and 2006.

	2008				2007				2006
Charges	Dollar Amount		% of Average Month-End Net Assets		Dollar Amount		% of Average Month-End Net Assets		Dollar Amount		% of Average Month-End Net Assets
Other Expenses	$	743,997	0.26	%	$	665,497	0.32	%	$	663,356	0.95	%
Sponsor fees	3,172,388		1.09	%	2,781,129		1.33	%	1,358,328		1.95	%
Management fees	5,712,987		1.97	%	4,139,254		1.98	%	1,479,278		2.13	%
Performance fees	16,320,740		5.62	%	2,038,070		0.97	%	1,416,045		2.04	%
Total	$	25,950,112	8.94	%	$	9,623,950	4.60	%	$	4,917,007	7.07	%

The foregoing table does not reflect the bid-ask spreads paid by the Fund on its forward trading, or the benefits which may be derived by Merrill Lynch from the deposit of certain of the Fund’s U.S. dollar assets maintained at MLPF&S.

The Fund’s average month-end Net Assets for all other purposes during 2008, 2007 and 2006 equaled $290,484,044, $209,511,078 and $69,564,476 respectively.

During 2008, the Fund earned $5,306,094 in interest income, or approximately 1.83% of the Fund’s average month-end Net Assets for other reporting purposes. During 2007, the Fund earned $10,674,137 in interest income, or approximately 5.09% of the Fund’s average month-end Net Assets for other reporting purposes. During 2006, the Fund earned $3,456,878 in interest income, or approximately 4.97% of the Fund’s average month-end Net Assets for other reporting purposes.

Description of Current Charges

Recipient	Nature of Payment	Amount of Payment
MLPF&S	Brokerage Commissions	During 2008, 2007 and 2006 the average round-turn (each purchase and sale or sale and purchase of a single futures contract) rate of the Fund’s Brokerage Commissions was approximately $6.03, $9.92, and $12.13, respectively.

MLPF&S	Use of assets	Merrill Lynch may derive an economic benefit from the deposit of certain of the Fund’s U.S. dollar assets in accounts maintained at MLPF&S.

Merrill Lynch and MLPF&S MLAI	Sponsor Fees	A flat-rate monthly charge of 0.125 of 1% (1.50% annual rate) on Class A units, flat-rate monthly charge of 0.2083 of 1% (2.50% annual rate) on Class C units, a flat-rate monthly charge of 0.0917 of 1% (1.10% annual rate) on Class I units (including the monthly interest credit and before reduction for accrued month-end redemptions, distributions, management fees or performance fees, in each case as of the end of the month of determination). Class D, DS and DT do not pay Sponsor Fees.

MLPF&S	Sales Commissions	Class A Units are subject to a sales commission paid to Merrill Lynch ranging from 1.0% to 2.5%. Class D and Class I Units are subject to sales commissions up to 0.5%. The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are deducted from proceeds prior to entering the Fund. Shares purchased and reflected in the fund records are net of any commissions charged by MLPF&S. Class C, Class DS and Class DT Units are not subject to any sales commissions.

Merrill Lynch International Bank (“MLIB”) (or an affiliate); Other counterparties	Bid–ask spreads	Bid–ask spreads on forward and related trades.

MLIB (or an affiliate); Other counterparties	EFP differentials	Certain of the Fund’s currency trades may be executed in the form of “exchange of futures for physical” transactions, in which a counterparty (which may be MLIB or an affiliate) receives an additional “differential” spread for exchanging the Fund’s cash currency positions for equivalent futures positions.

Aspect and MLAI	Annual performance fees	20% of any New Trading Profits, as defined, generated by the Fund and allocated for Classes A, C, I, D and DS and 15% of any New Trading Profits, as defined, generated by the Fund and allocated for Class DT as a whole as of the end of each calendar year. MLAI receives 25% of the performance fees.

Aspect and MLAI	Management fees	A flat-rate monthly net charge of 0.1667 of 1% of the Fund’s month-end net assets (a 2% annual rate) except for Class DT which charges 1.50%. MLAI receives 25% of the management fees.

Others	Operating expense of Fund including audit, legal and tax services	Actual payments to third parties.

MLAI	Ongoing Offering Costs Reimbursed	Actual costs incurred.

Regulation

MLAI, Aspect and MLPF&S are each subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”). Other than in respect of the registration requirements pertaining to the Fund’s securities under Section 12(g) of the Securities Exchange Act of 1934, the Fund is generally not subject to regulation by the Securities and Exchange Commission (the “SEC”). However, MLAI is registered as an “investment advisor” under the Investment Advisers Act of 1940. MLPF&S is also regulated by the SEC and the Financial Industry Regulatory Authority (“FINRA”).

(d) Financial Information about Geographic Areas

The Fund does not engage in material operations in foreign countries, nor is a material portion of the Fund’s revenue derived from customers in foreign countries.

The Fund trades on a number of foreign commodity exchanges. The Fund does not engage in the sales of goods or services.

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.

Possibility of Additional Government or Market Regulation

Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the alternative investment funds industry in general. In addition, certain legislation proposing greater regulation of the industry periodically is considered by the U.S. Congress, as well as the governing bodies of foreign jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Fund, its Manager (MLAI) the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Fund, as well as require increased transparency as to the identity of the Fund’s members.

Forward Trading

The Fund will trade currencies in the forward markets in addition to trading in the futures markets. The forward markets are over-the-counter, non- exchange, traded markets, and in trading in the forward 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 markets counterparties are under no obligation to enter into forward transactions with the 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.

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 trading advisor 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 forwards 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.

Item 1B: Unresolved Staff Comments

Not applicable.

Item 2: Properties

The Fund does not use any physical properties in the conduct of its business.

The Fund’s offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, Two World Financial Center, 7th Floor, New York, New York 10281). MLAI performs administrative services for the Fund from MLAI’s offices.

Item 3: Legal Proceedings

None.

Item 4: Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5(a)

(a) Market Information:

There is no established public trading market for the Units, and none is likely to develop. Members may redeem Units on ten days written notice to MLAI as of the last day of each month at their Net Asset Value, subject to certain early redemption charges.

(b) Holders:

As of December 31, 2008, there were 2,729 holders of Units, including MLAI.

MLAI has not made and does not contemplate making any distributions on the Units.

(d) Securities Authorized for Issuance Under Equity Compensation Plans:

Not applicable.

(e) Performance Graph:

Not applicable.

(f) Recent Sales of Unregistered Securities:

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
Nov-08	55,133		37,804	1.4584
Dec-08	48,749		31,800	1.5330
Jan-09	—		—	1.5925
Feb-09	612,698		383,056	1.5995

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	2,752,459		2,087,885	1.3183
Sep-08	2,052,439		1,612,412	1.2729
Oct-08	358,717		273,496	1.3116
Nov-08	1,413,404		1,001,349	1.4115
Dec-08	982,097		662,371	1.4827
Jan-09	442,877		287,732	1.5392
Feb-09	696,976		451,205	1.5447

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
Nov-08	—		—	1.5617
Dec-08	—		—	1.6460
Jan-09	—		—	1.7137
Feb-09	—		—	1.7234

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	74,998		50,623	1.4815
Aug-08	1,541,994		1,121,777	1.3746
Sep-08	1,000,000		752,615	1.3287
Oct-08	—		—	1.3707
Nov-08	—		—	1.4770
Dec-08	—		—	1.5535
Jan-09	9,999		6,192	1.6148
Feb-09	19,999		12,326	1.6225

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	301,259		207,894	1.4491
Nov-08	2,557,098		1,638,220	1.5609
Dec-08	6,976,141		4,249,340	1.6417
Jan-09	1,014,112		594,264	1.7065
Feb-09	1,916,850		1,116,915	1.7162

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	692,526		473,554	1.4624
Sep-08	—		—	1.4125
Oct-08	—		—	1.4617
Nov-08	—		—	1.5837
Dec-08	—		—	1.6724
Jan-09	—		—	1.7440
Feb-09	—		—	1.7551

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

Class A Units are subject to a sales commission paid to Merrill Lynch ranging from 1.0% to 2.5%. Class D, Class DS, Class DT and Class I Units are subject to sales commissions up to 0.5%. The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are directly deducted from subscription amounts. Class C Units are not subject to any sales commissions.

Item 5(b)

Not applicable.

Item 5(c)

Not applicable.

Item 6: Selected Financial Data

Statements of Operations	For the year ended December 31, 2008			For the year ended December 31, 2007			For the year ended December 31, 2006			For the year ended December 31, 2005

Trading profit (loss)
Realized	$	93,209,117		$	12,040,023		$	3,685,911		$	1,461,386
Change in unrealized	2,497,935			3,857,805			4,871,886			638,884
Brokerage commissions	(787,841		)	(1,052,707		)	(364,137		)	(87,681		)
Total trading profit (loss)	94,919,211			14,845,121			8,193,660			2,012,589

INVESTMENT INCOME:
Interest	5,306,094			10,674,137			3,456,878			523,605

EXPENSES:
Management fees	5,712,987			4,139,254			1,479,278			318,128
Performance fees	16,320,740			2,038,070			1,416,045			422,270
Sponsor fees	3,172,388			2,781,129			1,358,328			230,699
Other	743,997			665,497			663,356			93,442
Total Expenses	25,950,112			9,623,950			4,917,007			1,064,539

NET INVESTMENT INCOME (LOSS)	(20,644,018		)	1,050,187			(1,460,129		)	(540,934		)

NET INCOME (LOSS)	$	74,275,193		$	15,895,308		$	6,733,531		$	1,471,655

Balance Sheet Data	December 31, 2008		December 31, 2007		December 31, 2006		December 31, 2005

Members’ Capital	$	320,433,806	$	266,014,974	$	119,476,920	$	30,404,653
Net Asset Value per Class A Unit	1.5927		1.2538		1.1660		1.0638
Net Asset Value per Class C Unit	1.5393		1.2234		1.1491		1.0584
Net Asset Value per Class D Unit	1.7134		1.3241		1.2130		1.0935
Net Asset Value per Class I Unit	1.6142		1.2649		1.1716		1.0590
Net Asset Value per Class DS Unit	1.7067		1.3245		—		—
Net Asset Value per Class DT Unit	1.7442		1.3283		—		—

The following selected financial data has been derived from the financial statements of the Fund.

For financial reporting purposes, in conformity with U.S. GAAP, the Fund deducted the total initial offering costs payable to MLAI 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 payment is amortized over 60 months. Consequently, as of December 31, 2008 and 2007, the Net Asset Value and Net Asset Value per Unit of the different Classes for financial reporting purposes and for all other purposes are as follows:

December 31, 2008

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

December 31, 2007

	Net Asset Value					Net Asset Value per Unit
	All Other Purposes (unaudited)		Financial Reporting		Number of Units	All Other Purposes (unaudited)		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

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and report performance to investors throughout the year is the most valuable information 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.

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A


	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		n/a		n/a		$	0.9690	$	1.0071	$	1.0401	$	1.0206	$	1.0532	$	1.0499	$	1.0320	$	1.0727	$	1.0660
2006	$	1.0832	$	1.0733	$	1.1176	$	1.1701	$	1.1235	$	1.1246	$	1.0782	$	1.0669	$	1.0714	$	1.1159	$	1.1183	$	1.1662
2007	$	1.1952	$	1.1332	$	1.1134	$	1.1604	$	1.2217	$	1.2604	$	1.2019	$	1.1348	$	1.1944	$	1.2622	$	1.2253	$	1.2539
2008	$	1.3141	$	1.4206	$	1.3950	$	1.3319	$	1.3723	$	1.4646	$	1.3590	$	1.3134	$	1.3544	$	1.4584	$	1.5330	$	1.5925

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C


	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		n/a		n/a		$	0.9682	$	1.0054	$	1.0376	$	1.0206	$	1.0521	$	1.0485	$	1.0284	$	1.0685	$	1.0605
2006	$	1.0768	$	1.0662	$	1.1093	$	1.1595	$	1.1115	$	1.1131	$	1.0663	$	1.0543	$	1.0579	$	1.1008	$	1.1025	$	1.1493
2007	$	1.1769	$	1.1150	$	1.0946	$	1.1399	$	1.1991	$	1.2361	$	1.1777	$	1.1102	$	1.1684	$	1.2337	$	1.1966	$	1.2235
2008	$	1.2812	$	1.3839	$	1.3578	$	1.2952	$	1.3335	$	1.4221	$	1.3183	$	1.2729	$	1.3116	$	1.4115	$	1.4827	$	1.5392

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D


	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		n/a		n/a		$	0.9702	$	1.0096	$	1.0447	$	1.0308	$	1.0655	$	1.0663	$	1.0496	$	1.0935	$	1.0957
2006	$	1.1148	$	1.1086	$	1.1563	$	1.2076	$	1.1546	$	1.1599	$	1.1142	$	1.1039	$	1.1100	$	1.1575	$	1.1618	$	1.2134
2007	$	1.2452	$	1.1823	$	1.1631	$	1.2137	$	1.2795	$	1.3217	$	1.2620	$	1.1901	$	1.2557	$	1.3299	$	1.2926	$	1.3244
2008	$	1.3898	$	1.5043	$	1.4790	$	1.4131	$	1.4586	$	1.5606	$	1.4478	$	1.4000	$	1.4464	$	1.5617	$	1.6460	$	1.7137

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I


	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2005	n/a		n/a		n/a		$	0.9693	$	1.0078	$	1.0417	$	1.0188	$	1.0520	$	1.0442	$	1.0268	$	1.0674	$	1.0611
2006	$	1.0786	$	1.0690	$	1.1139	$	1.1664	$	1.1231	$	1.1270	$	1.0815	$	1.0705	$	1.0754	$	1.1204	$	1.1235	$	1.1723
2007	$	1.2019	$	1.1402	$	1.1206	$	1.1683	$	1.2304	$	1.2699	$	1.2113	$	1.1442	$	1.2044	$	1.2732	$	1.2363	$	1.2656
2008	$	1.3268	$	1.4348	$	1.4094	$	1.3460	$	1.3874	$	1.4815	$	1.3746	$	1.3287	$	1.3707	$	1.4770	$	1.5535	$	1.6148

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DS


	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2007	n/a		n/a		$	1.1631	$	1.2137	$	1.2795	$	1.3217	$	1.2614	$	1.1920	$	1.2570	$	1.3300	$	1.2927	$	1.3245
2008	$	1.3899	$	1.5043	$	1.4792	$	1.4146	$	1.4589	$	1.5579	$	1.4487	$	1.3950	$	1.4491	$	1.5609	$	1.6417	$	1.7065

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT


	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2007	n/a		n/a		n/a		n/a		$	1.2795	$	1.3245	$	1.2568	$	1.1828	$	1.2485	$	1.3338	$	1.2912	$	1.3283
2008	$	1.3982	$	1.5206	$	1.4941	$	1.4248	$	1.4730	$	1.5804	$	1.4624	$	1.4125	$	1.4617	$	1.5837	$	1.6724	$	1.7440

ML ASPECT FUTURESACCESS LLC

(CLASS A UNITS) (5)

December 31, 2008

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions: $28,738,312

Current Capitalization: $29,804,179

Worst Monthly Drawdown(2): (7.21)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.33)% (July – August 2008)

Net Asset Value per Unit for Class A, December 31, 2008: $1.5925

Monthly Rates of Return (4)

Month	2008		2007		2006
January	4.80	%	2.49	%	1.62	%
February	8.10		(5.19	)	(0.91	)
March	(1.80	)	(1.75	)	4.12
April	(4.52	)	4.22		4.70
May	3.03		5.29		(3.98	)
June	6.73		3.17		0.10
July	(7.21	)	(4.64	)	(4.13	)
August	(3.36	)	(5.59	)	(1.05	)
September	3.12		5.26		0.43
October	7.68		5.67		4.15
November	5.12		(2.93	)	0.22
December	3.88		2.33		4.28
Compound Annual Rate of Return	27.00	%	7.52	%	9.40	%

(1) Certain funds, including funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment. The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end. For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes. The inception to date total return based on U.S. GAAP is 59.27%.

ML ASPECT FUTURESACCESS LLC

(CLASS C UNITS) (5)

December 31, 2008

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions: $127,487,172

Current Capitalization: $105,099,697

Worst Monthly Drawdown(2): (7.30)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.49)% (July – August 2008)

Net Asset Value per Unit for Class C, December 31, 2008: $1.5392

Monthly Rates of Return (4)

Month	2008		2007		2006
January	4.72	%	2.40	%	1.53	%
February	8.02		(5.26	)	(0.98	)
March	(1.89	)	(1.83	)	4.04
April	(4.61	)	4.13		4.52
May	2.96		5.20		(4.14	)
June	6.64		3.08		0.15
July	(7.30	)	(4.72	)	(4.20	)
August	(3.44	)	(5.73	)	(1.13	)
September	3.04		5.24		0.34
October	7.62		5.59		4.06
November	5.04		(3.01	)	0.15
December	3.81		2.25		4.24
Compound Annual Rate of Return	25.80	%	6.46	%	8.37	%

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes. The inception to date total return based on U.S. GAAP is 53.93%.

ML ASPECT FUTURESACCESS LLC

(CLASS D UNITS) (5)

December 31, 2008

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions: $30,601,374

Current Capitalization: $11,852,201

Worst Monthly Drawdown(2): (7.23)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.29)% (July – August 2008)

Net Asset Value per Unit for Class D, December 31, 2008: $1.7137

Monthly Rates of Return (4)

Month	2008		2007		2006
January	4.94	%	2.61	%	1.75	%
February	8.24		(5.05	)	(0.55	)
March	(1.68	)	(1.63	)	4.30
April	(4.46	)	4.35		4.44
May	3.22		5.42		(4.39	)
June	6.99		3.30		0.46
July	(7.23	)	(4.52	)	(3.93	)
August	(3.30	)	(5.69	)	(0.92	)
September	3.31		5.51		0.55
October	7.97		5.91		4.28
November	5.40		(2.80	)	0.37
December	4.11		2.46		4.45
Compound Annual Rate of Return	29.38	%	9.15	%	10.74	%

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes. The inception to date total return based on U.S. GAAP is 71.34%.

ML ASPECT FUTURESACCESS LLC

(CLASS I UNITS) (5)

December 31, 2008

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions: $21,209,586

Current Capitalization: $14,470,870

Worst Monthly Drawdown(2): (7.22)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.32)% (July – August 2008)

Net Asset Value per Unit for Class I, December 31, 2008: $1.6148

Monthly Rates of Return (4)

Month	2008		2007		2006
January	4.84	%	2.52	%	1.65	%
February	8.14		(5.14	)	(0.89	)
March	(1.77	)	(1.72	)	4.20
April	(4.50	)	4.25		4.71
May	3.08		5.32		(3.71	)
June	6.78		3.20		0.35
July	(7.22	)	(4.61	)	(4.04	)
August	(3.34	)	(5.54	)	(1.02	)
September	3.16		5.26		0.46
October	7.76		5.71		4.18
November	5.18		(2.89	)	0.28
December	3.95		2.37		4.35
Compound Annual Rate of Return	27.60	%	7.95	%	10.48	%

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes. The inception to date total return based on U.S. GAAP is 61.42%.

ML ASPECT FUTURESACCESS LLC

(CLASS DS UNITS) (5) (6)

December 31, 2008

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2007

Aggregate Subscriptions: $72,858,663

Current Capitalization: $70,896,651

Worst Monthly Drawdown(2): (7.01)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.46)% (July – August 2008)

Net Asset Value per Unit for Class DS, December 31, 2008: $1.7065

Monthly Rates of Return (4)

Month		2008		2007
January		4.94	%	—
February		8.23		—
March		(1.67	)	—
April		(4.37	)	4.35	%
May		3.13		5.42
June		6.79		3.30
July		(7.01	)	(4.56	)
August		(3.71	)	(5.50	)
September		3.88		5.45
October		7.72		5.81
November		5.18		(2.80	)
December	��	3.95		2.46
Compound Annual Rate of Return		28.85	%	13.88	%

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2007 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2007 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end. For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes. The inception to date total return based on U.S. GAAP is 54.36%.

(6) Class DS was previously known as Class D-SM.

ML ASPECT FUTURESACCESS LLC

(CLASS DT UNITS) (5) (6)

December 31, 2008

Type of Pool: Single Advisor Non-“Principal Protected”(1)

Inception of Trading: June 2007

Aggregate Subscriptions: $119,151,833

Current Capitalization: $88,290,270

Worst Monthly Drawdown(2): (7.47)% (July 2008)

Worst Peak-to-Valley Drawdown(3): (10.69)% (July – August 2007)

Net Asset Value per Unit for Class DT, December 31, 2008: $1.7440

Monthly Rates of Return (4)

Month	2008		2007
January	5.26	%	—
February	8.75		—
March	(1.75	)	—
April	(4.63	)	—
May	3.38		—
June	7.29		3.25	%
July	(7.47	)	(5.11	)
August	(3.41	)	(5.88	)
September	3.48		5.55
October	8.35		6.83
November	5.60		(3.20	)
December	4.28		2.88
Compound Annual Rate of Return	31.29	%	3.81	%

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since June 1, 2007 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since June 1, 2007 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end. For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes. The inception to date total return based on U.S. GAAP is 46.47%.

(6) Class DT was previously known as Class D-TF.

Item 7:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operational Overview

This performance summary is an outline description of how the Fund performed in the past, not necessarily any indication of how it will perform in the future. In addition, the general causes to which certain price movements are attributed may or may not in fact have caused such movements, but simply occurred at or about the same time.

The Fund is unlikely to be profitable in markets in which such trends do not occur. Static or erratic prices are likely to result in losses. Similarly, unexpected events (for example, a political upheaval, natural disaster or governmental intervention) can lead to major short-term losses, as well as gains.

While there can be no assurance that the Fund will be profitable under any given market condition, markets in which substantial and sustained price movements occur typically offer the best profit potential for the Fund.

Results of Operations/Performance Summary

December 31, 2008	Total Trading Profit (Loss)

Interest Rates	$	46,274,531
Agricultural	3,506,251
Currencies	(5,895,091		)
Energy	14,706,695
Metals	13,834,077
Stock Indices	22,424,681
	94,851,144
Change in Brokerage Commission Payable	68,067
	$	94,919,211

The Fund posted profits for year with the interest rates, stock indices, energy, metals and agriculture sectors posting gains while the currency 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 which prompted the U.S. Federal Reserve to cut interest rates. The Fund’s long positions in short term interest rates were particularly profitable as were the long term 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. Losses were posted to the Fund as conditions in the global equity and fixed income markets remained challenging at the beginning of the second quarter with bonds incurring the most significant losses. However, through the middle of the second quarter profits were posted to the Fund due to interest rates expectations becoming more hawkish in Europe and the United Kingdom. The second 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. Losses were posted to the Fund at the beginning of the third 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 third

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 term bonds resulted in profits posted to the Fund as the third quarter ended. Profits were posted to the Fund at the beginning of the fourth quarter due to the Fund’s long positions in the short term interest rate benefiting from the turmoil in the financial markets. Also contributing to profits being posted to the Fund was the fact that major central banks joined in coordinated interest rate cuts in an attempt to restore investor confidence. Profits continued to be posted to the Fund the middle of the fourth quarter as European and Asian central banks further reduced interest rates, with many cuts being larger than expected The Bank of England reduced interest rates on November 6, 2008, bringing key rates to their lowest levels since 1955. On December 16, 2008 the United States Federal Reserve stated that “the outlook for economic activity has weakened further” when it cut interest rates. The year ended with profits being posted to the Fund with the interest rate sector focused with both short term interest rate futures and longer dated bond futures rallying further.

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 middle of the first quarter. Profits were posted for the Fund at the end of the first quarter as short positions in stock indices took advantage of further market weakness, especially in Japan. Losses were posted to the Fund at the beginning of the second quarter due to the Fund’s short positions in the stock indices. Losses continued to be posted to the Fund in the middle of the second 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 second quarter. Losses were posted to the Fund at the beginning through the middle of the third 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 third quarter. Profits were posted to the Fund at the beginning through the middle of the fourth quarter due to the Fund’s short positions in stock indices. Losses were posted to the Fund at the end of the fourth quarter due to the extreme volatility in the financial markets.

The energy sector posted profits 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. Energies finished strong at the beginning of the second quarter after crude oil advanced to reach new highs. Profits continued to be posted to the Fund middle of the second 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 second quarter as energy prices continued to rally posting profits to the Fund. Losses were posted to the Fund at the beginning of the third quarter due to natural gas prices falling during the month of July. Energy prices continued to fall in the middle of the third 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 third quarter due to market volatility. Profits were posted to the Fund at the beginning of the fourth quarter due to the crude oil price had its largest monthly decline in October due to concerns that the contracting United States economy will reduce fuel demand. The energy sector was the largest contributor of profits being posted to the Fund in the middle of the fourth quarter as falling demand expectations resulted in a further decline in the price of oil. Profits continued to be posted to the Fund at the end of the year as crude oil prices continued to fall.

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 first quarter with losses posted for the Fund from precious metals amid high market volatility. Marginal losses were posted to the Fund at the beginning of the second quarter after key prices came off their recent highs. Metals sector finished close to flat in the middle of the second quarter experiencing a mix of small offsetting returns. Amid high market volatility the second quarter ended with profits being posted to the Fund. Losses were posted to the Fund at the beginning through the middle of the third 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 third quarter. Profits were posted to the Fund in October due to the Fund’s short positions in aluminum and copper as their prices declined due to decreasing demand. Profits continued to be posted to the Fund through the end of the year.

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 in the middle of the 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 first quarter, causing long positions to give back some of their gains made earlier in the year. Marginal losses were posted to the Fund at the beginning of the second quarter after key prices came off their recent highs. Losses continued to be posted to the Fund in the middle of the quarter as many crops retreated from their recent highs causing some profit give back. The second 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. Losses were posted to the Fund at the beginning of the third quarter due to the drop in corn prices. Losses continued to be posted to the Fund in the middle of the quarter as grain prices continued to recede from recent highs. The third quarter ended with losses being posted to the Fund due to the volatility in the global markets. Profits were posted to the Fund at the beginning through the middle of the fourth quarter and losses being posted to the Fund as the quarter ended due to extreme volatility in the global markets.

The currency sector posted losses 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 middle of the quarter. The currency sector finished profitable as positions benefited from the continued depreciation of the U.S. dollar against the Euro and Swiss Franc. Losses were posted to the Fund at the beginning of the second quarter after the United States dollar strengthened late in April particularly against the Euro and the Swiss franc. Profits were posted to the Fund in the middle of the second quarter through the end as emerging market currencies made gains against the majors. The sector’s performance was mildly positive at the beginning of the third quarter 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 third 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. Profits were posted to the Fund at the beginning of the fourth quarter as the U.S. dollar continued to strengthen, to the benefit of the Fund’s short positions in the British Pound, New Zealand dollar and the Canadian dollar. In currencies, the U.S. dollar strengthened, particularly against the Sterling and the Euro.

December 31, 2007	Total Trading Profit (Loss)

Energy	$	15,812,906
Agricultural Commodities	5,434,835
Currencies	2,485,689
Interest Rates	1,940,141
Stock Indices	(7,348,499		)
Metals	(3,397,968		)
	14,927,104
Change in Brokerage Commissions Payable	(81,983		)
	$	14,845,121

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

The energy sector posted profits for the Fund. Short positions in oil posted gains for the Fund at the beginning of the year as oil prices continued to fall. Gains were offset by losses posted for the Fund through the end of first quarter as oil prices rallied against the Fund’s short positions driven by mounting geopolitical pressures. However, profits were posted at the beginning and at the end of the second quarter even through a difficult trading environment and weather conditions. Profits were posted to the Fund in the third quarter due to the Fund’s long positions in crude oil as prices in the commodity struck all time highs. The Fund’s long positions in oil continued to be profitable as the year ended due to a successful complex rally on the back of large draws on the U.S. inventories and geopolitical tensions.

The agricultural sector posted profits for the Fund. The agricultural market was soft at the beginning of the year which attributed to the difficult trading environment resulting in gains in the middle of the first quarter only. Losses were posted at the beginning and at the end of the first quarter as the price reversal in corn was a key element of the losses in the sector. Losses continued to be posted to the Fund at the beginning of the second 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. Profits offset losses for the Fund mid to the end of the second quarter due to Fund’s 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. Losses were posted to the Fund at the beginning of the third quarter due to losses in cocoa contracts which continued into the middle of the third quarter. The third quarter ended with profits posted to the Fund due to the long positions in soybeans and wheat producing the biggest gains for the Fund. Profits continued to be posted to the Fund as the year ended due to the Fund’s long positions in soybeans which was the strongest performer in the sector after prices hit a 34 year high on reports of low stockpiles.

The currency sector posted profits for the Fund. The year began with gains posted to the Fund due to the short positions of 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 first quarter 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 Euro zone. The sector’s key holdings benefited from the weakening of both the Japanese yen and the U.S. dollar at the beginning of the second quarter. 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 contributed to sending the Japanese yen lower against the U.S. dollar and euro. Elsewhere, the U.S. dollar depreciated on weak data releases including a below forecast Gross Domestic Product (GDP) figure that hinted at slowing growth in the U.S. The second 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/Confoederatio Helvetica franc (CHF) positions. At the beginning of the third 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 third 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. Losses were posted for the Fund at the end of the year due to losses in the long position with the U.S. dollar versus the Japanese yen and the U.S. dollar versus the CHF contracts in spite of gains made in the short positions between the Euro versus the NOK positions as high energy prices supported the Norwegian currency.

The interest rate sector posted gains for the Fund. The year began with gains being posted to the Fund at the beginning and the end of the first quarter due to the volatile market environment. At the beginning of the second 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 quarters end. Bond prices fell following strong U.S. retail sales figures and above expectation Producer Price Index data (PPI). A big move in the sector involved United Kingdom contracts after a surprisingly hawkish set of Monetary Policy Committee minutes helped to suppress prices. Losses were posted to the Fund throughout the third quarter 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 third mid-quarter. Short position in the British sterling was the major drag on performance as prices rallied against the Fund’s short position. Profits were posted for the Fund at the beginning of the fourth quarter only to be offset as the year ended as bonds were sold off against the Fund’s long positions due to strong U.S. data and a less aggressive Federal Open Market Committee rate cut than some investors had expected.

The metals sector posted losses for the Fund. The beginning of the year began with losses being posted to the Fund which carried through middle part of the first quarter due to a sell off of the long positions in copper and zinc however, the quarter ended with gains being posted to the Fund. Profits were posted at the beginning of the second 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 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. 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 third quarter. The long positions in gold and the short positions in aluminum drove returns resulting in profits posted to the Fund as the year ended.

The stock indices sector posted losses for the Fund. Long Japanese positions posted the best gains at the beginning of the year 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 first quarter. Long positions held across the sector were profitable for the Fund at the beginning through the middle of the second quarter as global equity markets continued to recover from their lows in March. The second quarter ended in negative territory, as conditions remained volatile and largely trend-less amid investor concerns over inflation and high yields. Concerns of significant sub-prime related losses at the beginning of the third 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 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 third quarter posting profits for the fund. The year ended with losses being posted for the Fund. Bonds were sold off against the Fund’s long positions due to the strong U.S. data and a less aggressive Federal Open Market Committee rate cut than some investors had expected.

December 31, 2006	Total Trading Profit (Loss)

Stock Indices	$	6,324,752
Currencies	2,691,406
Metals	3,291,872
Agricultural Commodities	(2,570,550		)
Energy	9,406
Interest Rates	(1,524,442		)
Total	8,222,442
Change in Brokerage Commission Payable	(28,784		)
	$	8,193,658

The Fund posted an overall gain for the year with stock indices, metals, currency and energy sectors posted gains while agricultural and interest rate sectors posted losses.

The stock indices sector was the most profitable for the Fund. Stock indices continued their recent rally to the benefit of the Fund, despite a sharp correction the beginning of the year following the Japanese Livedoor scandal. U.S. and global indices reacted to strong mid-and small-cap U.S. corporate results, and sentiment regarding the rate cycle, while Europe was lifted by large cap Mergers and Acquisitions activity and high commodity prices. Long positions in stocks returned strong performances mid-year as stocks rallied on the back of falling energy prices and conservative interest rate expectations. The year ended with long positions posting gains after global equity markets rallied on weak Consumer Price Index data, falling oil prices and reignited talk of a U.S. Federal Reserve rate cut early in 2007.

The metals sector was also profitable for the Fund. Strong profits came from the sector at the beginning of the year as prices were driven higher by global industrial growth set against producers’ capacity problems. Aluminum had large gains as smelter closed in China and Switzerland, while zinc was helped by decreasing inventories. Several metals posted record highs the beginning of April as robust Chinese economic growth further increased global demand. Profits continued to be posted in the metals sector however, mid-year gold and silver long positions were hit as prices were dragged down by a stronger U.S. dollar, weaker oil prices and fears that global economic slowdown would hamper the commodities rally. Metals rallied towards the end of the year driven by high demand and tight supply, with long positions in zinc and aluminum posting good returns.

The currency sector posted gains for the Fund. The year began with bonds posting a loss for the Fund, with their meager rally extinguished by a sharp correction by a strong German IFO Index survey, a closing of European/U.S. interest rate differentials and Japanese price increases. However, the Fund did profit from the weakening Swedish krona after bearish Swedish inflation figures, and from the strengthening U.S. dollar. The Japanese yen presented problems, however, as it strengthened amid speculation that Japanese rates might be raised sooner than expected. The Bank of Japan’s decision on March 9, 2006 to drop its policy of “quantitative easing” caused yields to rise sharply. A fall in the price of the Euribor was triggered by various data releases fuelling expectations of further rate hikes from the European Central Bank. Falling energy prices and conservative rate expectations mid-year aided the currency sector returns. The Bank of England and the European Central Bank rate hikes strengthened the British pound and Euro long positions, while Japanese yen short positions realized gains as the currency depreciated. Profit and loss were predominantly driven by the strengthening of the U.S. dollar. The year ended as the Japanese yen devalued against the U.S. dollar and the Euro after downward revisions were made to the Japanese third quarter gross domestic product figures.

The energy sector results were nearly flat for the year. Beginning of the year crude oil suffered heavily when the price dropped by nearly U.S. $10/bbl amid bountiful inventory figures, before recovering somewhat following violence in Nigeria and an attempted refinery bombing in Saudi Arabia. Crude oil prices rose only to have a sharp reversal in oil price movements, combined with a rapid rise in natural gas prices posted losses. Long positions suffered losses as fears surrounding the U.S. hurricane season, the closure of Prudhoe Bay and the Israeli-Lebanese conflict begin to fade. Gains were posted as the U.S. dollar strengthened, oil prices weakened and fears that a global economic slowdown would hamper the commodities rally. However, the gains were not enough to offset the losses. The year ended with a sharp sell-off in natural gas following announcements from the National Weather Service that the current mild weather across the U.S. will last into January 2007.

The interest rate sector posted losses for the Fund. The beginning of the year interest rates posted gains due to short positions in the Eurodollar which profited from market expectations of further U.S. rate hikes. Profits continued to be posted mid-year as short positions in the Eurodollar profited from market participants’ focusing their attention on the central banks announcements and commentaries on inflation. Late in the year, conservative interest rate expectations and market volatility caused the sector to post losses.

The agricultural sector posted losses for the Fund. In the beginning of the year, the agricultural market was soft which attributed to the difficult trading environment resulting in the sector posting losses. Losses continued through mid-year as cocoa prices continued the bullish trend from June but long positions were then hit by a large drop. Soybean short positions and Robusta coffee long positions posted gains. The year ended with corn long positions posting gains amid heavy speculative buying and increased demand from ethanol producers.

Variables Affecting Performance

The principal variables that determine the net performance of the Fund are gross profitability from the Fund’s trading activities and interest income.

During all periods set forth above “Selected Financial Data”, the interest rates in many countries were at unusually low levels. The low interest rates in the United States (although higher than in many other countries) negatively impacted revenues because interest income is typically a major component of the Fund’s profitability. In addition, low interest rates are frequently associated with reduced fixed income market volatility, and in static markets the Fund’s profit potential generally tends to be diminished. On the other hand, during periods of higher interest rates, the relative attractiveness of a high risk investment such as the Fund may be reduced as compared to high yielding and much lower risk fixed-income investments.

The Fund’s Management Fees and Sponsor Fees are a constant percentage of the Fund costs. Brokerage Commissions which are not based on a percentage of the Fund’s assets are based on actual round turns. The Performance Fees payable to Aspect are based on the new Trading Profits generated by the Fund excluding interest and after reduction of the Brokerage Commissions.

Unlike many investment fields, there is no meaningful distinction in the operation of the Fund between realized and unrealized profits. Most of the contracts traded by the Fund are highly liquid and can be closed out at any time.

Except in unusual circumstances, factors—regulatory approvals, cost of goods sold, employee relations and the like—which often materially affect an operating business have no material impact on the Fund.

Liquidity; Capital Resources

The Fund borrows only to a limited extent and only on a strictly short-term basis in order to finance losses on non-U.S. dollar denominated trading positions pending the conversion of the Fund’s U.S. dollar deposits. These borrowings are at a prevailing short-term rate in the relevant currency.

Substantially all of the Fund’s assets are held in cash. The Net Asset Value of the Fund’s cash is not affected by inflation. However, changes in interest rates could cause periods of strong up or down price trends, during which the Fund’s profit potential generally increases. Inflation in commodity prices could also generate price movements, which the strategies might successfully follow.

Because substantially all of the Fund’s assets are held in cash, the Fund should be able to close out any or all of its open trading positions and liquidate any or all of its securities holdings quickly and at market prices, except in very unusual circumstances. This permits the Fund to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so. In addition, because there is a readily available market value for the Fund’s positions and assets, the Fund’s monthly Net Asset Value calculations are precise, and investors need to provide ten business days notice to receive the full redemption proceeds of their Units on the last business day of any month.

(The Fund has no applicable off-balance sheet arrangements and tabular disclosure or contractual obligations of the type described in Items 3.03(a)(4) and 3.03(a)(5) of Regulation S-K.)

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Introduction

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 form 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).

Exchange 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 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 periods. During the years ended December 31, 2008, 2007 and 2006 the Fund’s average Month-end Net Asset Value for all other purposes was approximately $290,484,044, $209,511,078, and $69,564,476, respectively.

December 31, 2008

Market Sector	Average Value at Risk		% of Average Capitalization		Highest Value at Risk		Lowest Value at Risk

Agriculture	$	672,043	0.23	%	$	3,229,047	$	147,261
Currencies	2,347,671		0.81	%	9,038,747		98,104
Energy	1,056,909		0.36	%	4,458,641		157,447
Interest Rates	19,526,644		6.72	%	41,848,012		8,163,193
Metals	453,673		0.16	%	2,047,636		139,919
Stock Indices	1,294,250		0.45	%	5,255,225		57,660

Total	$	25,351,190	8.73	%	$	65,877,308	$	8,763,584

December 31, 2007

Market Sector	Average Value at Risk		% of Average Capitalization		Highest Value at Risk		Lowest Value at Risk

Agriculture	$	656,022	0.31	%	$	2,710,205	$	43,237
Currencies	1,899,222		0.91	%	7,067,915		69,315
Energy	1,206,448		0.58	%	5,659,303		13,104
Interest Rates	18,543,276		8.85	%	34,849,043		11,027,335
Metals	538,566		0.26	%	2,665,713		19,236
Stock Indices	1,007,991		0.48	%	1,964,200		94,753

Total	$	23,851,525	11.39	%	$	54,916,379	$	11,266,980

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.

The following were the primary trading risk exposures of the Fund as of December 31, 2008, by market sector.

Interest Rates.

Interest rate risk is the principal market exposure of the Fund. Interest rate movements directly affect the price of derivative sovereign bond positions held by the Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Fund’s profitability. The Fund’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries. However, the Fund also takes positions in the government debt of smaller nations e.g., Australia. MLAI anticipates that G-7 interest rates will remain the primary market exposure of the Fund for the foreseeable future.

Currencies.

The Fund trades in a number of currencies. However, the Fund’s major exposures have typically been in the U.S. dollar/Japanese yen, U.S. dollar/Euro and U.S. dollar/Swiss franc positions. The Fund does not anticipate that the risk profile of the Fund’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk of maintaining Value at Risk in a functional currency other than U.S. dollars.

Stock Indices.

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

Metals.

The Fund’s metals market exposure is to fluctuations in both the price of precious and non-precious metals.

Agricultural Commodities.

The Fund’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Grains, cocoa and livestock accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of December 31, 2008.

Energy.

The Fund’s primary energy market exposure is to natural gas and crude oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Fund as of December 31, 2008.

Foreign Currency Balances.

The Fund’s primary foreign currency balances are in Japanese yen, British pounds, Norwegian Krone, Swiss Franc and Euros.

U.S. Dollar Cash Balance.

The Fund holds U.S. dollars only in cash at MLPF&S. The Fund has immaterial cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

Trading Risk

MLAI has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. While MLAI does not itself 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 unusual. Except in cases in which it appears that Aspect has begun to deviate from past practice and trading policies or to be trading erratically, MLAI’s basic control procedures consist of simply of the ongoing process of monitoring Aspect with the market risk controls being applied by Aspect itself.

Risk Management

Aspect attempts to control risk in all aspects of the investment process — from confirmation of a trend to determining the optimal exposure in a given market, and to money management issues such as the startup or upgrade of investor accounts. Aspect double checks the accuracy of market data, and will not trade a market without multiple price sources for analytical input. In constructing a portfolio, Aspect seeks to control overall risk as well as the risk of any one position, and Aspect trades only markets that have been identified as having positive performance characteristics. Trading discipline requires plans for the exit of a market as well as for entry. Aspect factors the point of exit into the decision to enter (stop loss). The size of Aspect’s positions in a particular market is not a matter of how large a return can be generated but of how much risk it is willing to take relative to that expected return.

To attempt to reduce the risk of volatility while maintaining the potential for excellent performance, proprietary research is conducted on an ongoing basis to refine the Aspect investment strategies. Research may suggest substitution of alternative investment methodologies with respect to particular contracts; this may occur, for example, when the testing of a new methodology has indicated that its use might have resulted in different historical performance. In addition, risk management research and analysis may suggest modifications regarding the relative weighting among various contracts, the addition or deletion of particular contracts for a program, or a change in position size in relation to account equity. The weighting of capital committed to various markets in the investment programs is dynamic, and Aspect may vary the weighting at its discretion as market conditions, liquidity, position limit considerations and other factors warrant.

Aspect may determine that risks arise when markets are illiquid or erratic, which may occur cyclically during holiday seasons, or on the basis of irregularly occurring market events. In such cases, Aspect at its sole discretion may override computer-generated signals and may at times use discretion in the application of its quantitative models, which may affect performance positively or negatively.

Adjustments in position size in relation to account equity have been and continue to be an integral part of Aspect’s investment strategy. At its discretion, Aspect may adjust the size of a position in relation to equity in certain markets or entire programs. Such adjustments may be made at certain times for some programs but not for others. Factors which may affect the decision to adjust the size of a position in relation to account equity include ongoing research, program volatility, assessments of current market volatility and risk exposure, subjective judgment, and evaluation of these and other general market conditions.

Non-Trading Risk

The Fund controls the non-trading exchange rate risk by regularly converting foreign balances back into U.S. dollars at least once per week, and more frequently if a particular foreign currency balance becomes unusually high.

The Fund has cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline. However, a certain amount of cash or cash equivalents must be held by the Fund in order to facilitate margin payments and pay expenses and redemptions. MLAI does not take any steps to limit the cash flow risk on its cash held on deposit at MLPF&S

Item 8: Financial Statements and Supplementary Data

Net Income (Loss) per quarter

Eight quarters through December 31, 2008

	Fourth Quarter 2008		Third Quarter 2008			Second Quarter 2008		First Quarter 2008		Fourth Quarter 2007		Third Quarter 2007			Second Quarter 2007		First Quarter 2007
Total Income (Loss)	$	65,786,573	$	(27,712,074	)	$	22,014,619	$	40,136,187	$	18,947,088	$	(17,806,083	)	$	29,072,814	$	(4,694,561	)
Total Expenses	14,349,453		(3,297,083		)	5,852,380		9,045,361		4,173,579		(1,212,187		)	5,298,281		1,364,277
Net Income (Loss)	$	51,437,119	$	(24,414,991	)	$	16,162,239	$	31,090,826	$	14,773,509	$	(19,018,270	)	$	23,774,533	$	(6,058,838	)

Net Income (Loss) per weighted average Units (a)	$	0.2522	$	(0.1137	)	$	0.0766	$	0.1492	$	0.0673	$	(0.0822	)	$	0.1438	$	(0.0544	)

(a) The Net Income (Loss) per weighted average Unit is based on the weighted average of the total Units for each quarter.

(1) Commencement of Operations

The financial statements required by this Item are included in Exhibit 13.01.

The supplementary financial information specified by Item 302 of Regulation S-K is not applicable.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with the Fund’s independent registered public accounting firm on accounting and financial disclosure.

Item 9A(T): Controls and Procedures

MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of and for the year which ended December 31, 2008, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Fund’s internal controls over financial reporting which materially affect such internal control.

Changes in Internal Control over Financial Reporting

No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act ) occurred during the year ended December 31, 2008 that has materially affected, or is reasonable likely to materially affect, the Fund’s internal control, over financial reporting.

Management’s Report on Internal Control over Financial Reporting:

The Fund’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Fund’s internal control over financial reporting is a process designed under the supervision of MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund and is effected by management, other personnel and service providers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and included those policy and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Fund.

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of management and directors of the Fund; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting can only provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

The Fund’s management assessed the effectiveness of the Funds’ internal control over financial reporting as December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”.

Based on its assessment the Fund’s management concluded that at December 31, 2008, the Fund’s internal control over financial report was effective.

This annual report does not include an attestation report of the Fund’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report for this annual report.

Item 9B: Other Information

Not Applicable.

PART III

Item 10: Directors, Executive Officers and Corporate Governance

10(a) and 10(b) Identification of Directors and Executive Officers:

As a limited liability company, the Fund has no officers or directors and is managed by MLAI. Trading decisions are made by Aspect on behalf of the Fund.

The managers and executive officers of MLAI and their respective business backgrounds are as follows:

Paul Morton		Chief Executive Officer, President and Manager

Barbra E. Kocsis		Chief Financial Officer

Thomas W. Lee		Vice President and Manager

Justin C. Ferri		Vice President and Manager

Paul Morton is the Chief Executive Officer President and Manger of MLAI. He also serves as the Chief Operating Officer for the Global Investment and Insurance Solutions (GIIS) group for Merrill Lynch. As Chief Operating Officer of GIIS, Mr. Morton leads the market investments business within the group, which includes secondary equity, debt, listed options, futures and FX for Merrill Lynch’s Global Wealth Management division. Prior to serving as Chief Operating Officer of GIIS, Mr. Morton worked in the equity and debt trading management of Merrill Lynch. Prior to joining Merrill Lynch in 1996, Mr. Morton worked in the equity derivatives at Paine Webber. From 1988-1993, Mr. Morton served as an officer in the US Army for five years. Mr. Morton holds a BS (Aerospace Engineering) from the United States Military Academy at West Point (1988) and a MBA (Finance) from the Wharton School at the University of Pennsylvania (1995).

Barbra E. Kocsis is Chief Financial Officer for MLAI. She is also a Director within the Merrill Lynch Global Private Client Global Infrastructure Solutions group. Prior to that, she was the Fund Controller of MLAI. Before coming to MLAI, Ms Kocsis held various accounting and tax positions at Derivatives Portfolio Management LLC from May 1992 until May 1999, at which time she held the position of accounting director. Prior to that, she was an associate at Coopers & Lybrand in both the audit and tax practices. She graduated cum laude from Monmouth College in 1988 with a Bachelor of Science in Business Administration — Accounting.

Thomas W. Lee is Vice President and Manager of MLAI. He is also a Managing Director in Merrill Lynch’s Market Investments and Origination Group, responsible for Global Private Client’s equity and debt new issue businesses, and is a Vice President and Manager of the Manager, and his registration as a principal of the Manager is pending with NFA. Prior to joining Merrill Lynch in 1998, Mr. Lee was a corporate securities attorney at the law firm of Brown & Wood. Mr. Lee received his J.D. from Emory University School of Law and a B.S. from Cornell University.

Justin C. Ferri is Vice President and Manager of MLAI. He is also a Managing Director within the MLPF&S Structured and Alternative Solutions (SAS) group and is a Vice President of IQ Investment Advisors LLC. Prior to his role in SAS, Mr. Ferri was a Director in the MLPF&S Global Private Client Market Investments & Origination group, and before that, he served as a Vice President and Head of Global Private Client Rampart Equity Derivatives group. Prior to joining Merrill Lynch in 2002, Mr. Ferri was a Vice President within the Quantitative Development group of MPower Advisors LLC from 1999 to 2002. He graduated with a Bachelor of Arts Degree from Loyola College in Baltimore, Maryland.

As of December 31, 2008, the principals of MLAI had no investment in the Fund, and MLAI’s sponsor interest in the Fund was valued at $32,331.

MLAI acts as the sponsor, general partner or manager to seven public futures funds whose units of limited partner or member interests are registered under the Securities Exchange Act of 1934: ML Aspect Futures Access LLC, ML Select Futures I L.P., ML Systematic Momentum FuturesAccess LLC, Systematic Momentum II LLC, ML Transtrend DTP Enhanced FuturesAccess LLC, ML Trend-Following Futures Fund L.P, and ML Winton FuturesAccess LLC. Because MLAI serves as the sole sponsor, general partner or manager of each of these Funds, the officers and managers of MLAI effectively manage them as officers and directors of such funds.

None.

(d) Family Relationships:

None.

(e) Business Experience:

See Item 10(a) and (b) above.

(f) Involvement in Certain Legal Proceedings:

None.

(g) Promoters and Control Persons:

Not applicable.

Section 16(a) Beneficial Ownership Reporting Compliance:

Not applicable.

Code of Ethics:

MLAI and Merrill Lynch have adopted a code of ethics which applies to the Fund’s (MLAI’s) principal executive officer and principal financial officer or persons performing similar functions on behalf of the Fund. A copy of the code of ethics is available to any person, without charge, upon request by calling 1-866-MER-ALTS.

Nominating Committee:

Not applicable. (Neither the Fund nor MLAI has a nominating committee.)

Audit Committee: Audit Committee Financial Expert:

Not applicable. (Neither the Fund nor MLAI has an audit committee. There are no listed shares of the Fund or MLAI.)

Item 11: Executive Compensation

The managers and officers of MLAI are remunerated by Merrill Lynch in their respective positions. The Fund does not have any officers, managers or employees. The Fund pays Brokerage Commissions to an affiliate of MLAI and Management fees to MLAI. MLAI or its affiliates may also receive certain economic benefits from possession of the Fund’s U.S. dollar assets. The managers and officers receive no “other compensation” from the Fund, and the managers receive no compensation for serving as managers of MLAI. There are no compensation plans or arrangements relating to a change in control of either the Fund or MLAI.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) Security Ownership of Certain Beneficial Owners:

Not applicable. (The Units are non-voting securities limited liability company interests. The Fund is managed by MLAI, its sponsor.)

(b) Security Ownership of Management:

As of December 31, 2008, MLAI owned 20,647 Unit-equivalent member interests, which constituted 0.0106% of the total Units outstanding, the principals of MLAI did not own any Units.

None.

(d) Securities Authorized for Issuance Under Equity Compensation Plans:

Not applicable.

Item 13: Certain Relationships and Related Transactions and Director Independence

(a) Transactions between Merrill Lynch and the Fund

Some of the service providers to the Fund are affiliates of Merrill Lynch. However, none of the fees paid by the Fund to such Merrill Lynch affiliates were negotiated, and such fees charged to the Fund might be higher than would have been obtained in arms-length negotiations.”

The Fund pays MLAI & MLPF&S Brokerage Commissions, Sponsor Fees and Management Fees as well as bid-ask spreads on forward currency trades. The Fund also pays MLPF&S interest on short-term loans extended by MLPF&S to cover losses on foreign currency positions.

Within the Merrill Lynch organization, MLAI is the beneficiary of the revenues received by different Merrill Lynch entities from the Fund. MLAI controls the management of the Fund and serves as its promoter. Although MLAI has not sold any assets, directly or indirectly, to the Fund, MLAI makes substantial profits from the Fund due to the foregoing revenues.

No loans have been, are or will be outstanding between MLAI or any of its principals and the Fund.

MLAI pays substantial selling commissions and trailing commissions to MLPF&S for distributing the Units. MLAI is ultimately paid back for these expenditures from the revenues it receives from the Fund.

(b) Certain Business Relationships:

MLPF&S, an affiliate of MLAI, acts as the principal commodity broker for the Fund.

In 2008, the Fund expensed: (i) Brokerage Commissions of $787,841 to MLPF&S, $5,712,987 in Management Fees earned by Aspects and MLAI; and (ii) Sponsor Fees of $3,172,388 to MLAI. In addition, MLAI and its affiliates may have derived certain economic benefits from possession of a portion of the Fund’s assets, as well as from foreign exchange and EFP trading.

See Item 1(c), “Narrative Description of Business — Charges” and “— Description of Current Charges” for a discussion of other business dealings between MLAI affiliates and the Fund.

None.

(d) Transactions with Promoters:

Not applicable.

(e) Director Independence:

No person who served as a manager of MLAI during 2008 could be considered independent based on the definition of an independent director under the NASDAQ rules.

Item 14: Principal Accountant Fees and Services

(a) Audit Fees

Aggregate fees billed for professional services rendered by Deloitte & Touche LLP in connection with the audit of the Fund’s financial statements as of and for the years ended December 31, 2008 and 2007 were $55,000 and $55,500

(b) Audit-Related Fees

There were no other audit-related fees billed for the years ended December 31, 2008 and 2007 related to the Fund.

Aggregate fees billed for professional services rendered by Deloitte Tax LLP in connection with the tax compliance, advice and preparation of the Fund’s tax returns for the years ended December 31, 2008 and 2007 were $72,000 and $72,000.

(d) All Other Fees

No fees were paid to Deloitte & Touche LLP, Deloitte Tax LLP, or any member firms of Deloitte Touche Tohmatsu and their respective affiliates during the years ended December 31, 2008 and 2007 for any other professional services in relation to the Fund.

Neither the Fund nor MLAI has an audit committee to pre-approve principal accountant fees and services. In lieu of an audit committee, the managers and the principal financial officer pre-approve all billings prior to the commencement of services.

PART IV

Item 15: Exhibits and Financial Statement Schedules

		Page:
1.	Financial Statements (found in Exhibit 13.01):

	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1

	FINANCIAL STATEMENTS:

	Statements of Financial Condition as of December 31, 2008 and 2007	2

	Statements of Operations for the years ended December 31, 2008, 2007 and 2006	3

	Statements of Changes in Members’ Capital for the years ended December 31, 2008 2007 and 2006	4

	Financial Data Highlights for the years ended December 31, 2008, 2007 and 2006	6

	Notes to Financial Statements	9

2.		Financial Statement Schedules:

		Financial statement schedules not included in this Form 10-K have been omitted for the reason that they are not required or are not applicable or that equivalent information has been included in the financial statements or notes thereto.

3.		Exhibits:

		The following exhibits are incorporated by reference or are filed herewith to this Annual Report on Form 10-K:

Designation		Description

3.01		Certificate of Formation of ML Aspect FuturesAccess LLC.

Exhibit 3.01:		Is incorporated by reference from Exhibit 3.01 contained in the Registration Statement on Form 10 (File No. 000-51085) under the Securities Exchange Act of 1934, filed on December 20, 2004 (the “Registrant’s Initial Registration Statement”).

3.02		Limited Liability Company Operating Agreement of ML Aspect FuturesAccess LLC.

Exhibit 3.02		Is incorporated by reference from Exhibit 3.02 contained in the Registrant’s Registration Statement

10.01		Futures Customer Agreements among ML Aspect FuturesAccess LLC, ML Cornerstone FuturesAccess LLC, ML Appleton FuturesAccess LLC, Winton FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Exhibit 10.01:		Is incorporated by reference from Exhibit 10.01 contained in Amendment No. 2 to the Registrant’s Registration Statement on Form 10 (File No. 000-51084) under the Securities Exchange Act, filed on February 5, 2009.

10.02		Advisory Agreement by and among ML Aspect FuturesAccess LLC, ML Aspect FuturesAccess Ltd., Aspect Capital Limited and Merrill Lynch Alternative Investments LLC.

Exhibit 10.02:		Is incorporated hereby by reference from Exhibit 10.02 contained in the Registrant’s Initial Registration Statement.

13.01		2008 Annual Report and Report of Independent Registered Public Accounting Firm.

Exhibit 13.01:		Is filed herewith.

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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
	By:	/s/Paul Morton
	Paul Morton
	Chief Executive Officer, President and Manager
	(Principal Executive Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed on March 31, 2009 by the following persons on behalf of the Registrant and in the capacities indicated.

Signature	Title	Date

/s/Paul Morton	Chief Executive Officer, President and Manger	March 31, 2009
Paul Morton

/s/ Barbra E. Kocsis	Chief Financial Officer	March 31, 2009
Barbra E. Kocsis	Principal Financial and Accounting Officer)

/s/Thomas W. Lee	Vice President and Manager	March 31, 2009
Thomas W. Lee

/s/Justin C. Ferri	Vice President and Manager	March 31, 2009
Justin C. Ferri

(Being the principal executive officer, the principal financial and accounting officer and a majority of the managers of Merrill Lynch Alternative Investments LLC)

ML ASPECT FUTURESACCESS LLC

2008 FORM 10-K

INDEX TO EXHIBITS

Exhibit

Exhibit 13.01		2008 Annual Report and Report of Independent Registered Public Accounting Firm

Exhibit 31.01 and 31.02		Rule 13a - 14(a) / 15d - 14(a) Certifications

Exhibit 32.01 and 32.02		Sections 1350 Certifications

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Avg

Aspect FuturesAccess Inactive 10-K2008 FY Annual report

Content analysis

Past Performance Not Necessarily Indicative of Future Results

Volatile Markets; Highly Leveraged Trading

Importance of General Market Conditions

Forward Trading

Increased Assets Under Management

Trading Advisor Risk

Changes in Trading Strategy

Illiquid Markets

Trading on Non-U.S. Exchanges

Trading Risk

Non-Trading Risk

PART IV