Aspect FuturesAccess 10-Q 2009 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

OR

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

For the transition period from                  to            

Commission File Number 0-51085

ML ASPECT FUTURESACCESS LLC

(Exact Name of Registrant as

specified in its charter)

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

c/o Merrill Lynch Alternative Investments LLC

Two World Financial Center, 7th Floor

New York, New York 10281

(Address of principal executive offices)

(Zip Code)

212-236-2063

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, an Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).   Yes o    No o

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 Exchange Act). Yes o  No x

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

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

ML ASPECT FUTURESACCESS LLC

QUARTERLY REPORT FOR MARCH 31, 2009 ON FORM 10-Q

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

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF FINANCIAL CONDITION

(unaudited)

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

See notes to financial statements.

1

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF OPERATIONS

(unaudited)

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

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

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

See notes to financial statements.

2

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the three months ended March 31, 2009 and 2008

(unaudited)

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

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

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

See notes to financial statements.

3

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the three months ended March 31, 2009 and 2008

(unaudited)

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

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

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

See notes to financial statements.

4

ML ASPECT FUTURESACCESS LLC

(a Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.

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

5

2.    CONDENSED SCHEDULES OF INVESTMENTS

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

3/31/2009

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

No individual contract’s unrealized gain or loss comprised greater than 5% of the Members’ Capital as of March 31, 2009 and December 31, 2008.

6

The Fund’s net unrealized profit (loss) on open forward and futures contracts as of March 31, 2009 and December 31, 2008 are as follows:

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

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

3. FAIR VALUE OF INVESTMENTS

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

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price). All investments (including derivative financial instruments and derivative commodity instruments) are held for trading purposes.  The investments are recorded on trade date and open contracts are recorded at fair value (described below) at the measurement date. Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Gains or losses are realized when contracts are liquidated.  Unrealized gains or losses on open contracts are included in equity in commodity futures trading account.  Any change in net unrealized gain or loss from the preceding period is reported in the Statement of Operations.

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

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

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

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

7

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

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

Following is a description of the valuation methodologies used for investments, as well as the general classification of such investments pursuant to the valuation hierarchy.

Exchange traded investments are fair valued by the Fund by using the reported closing price on the primary exchange where it trades such investments.  These closing prices are observed through the clearing broker and third party pricing services. For non exchange traded investments, quoted values and other data provided by nationally recognized independent pricing sources are used as inputs into its process for determining fair values.

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

Upon adoption of SFAS No. 157, the Fund determined that Level I securities would include all of its futures and options contracts where it believes that quoted prices are available in an active market.

Where the Fund believes that quoted market prices are not available or that the market is not active, fair values are estimated by using quoted prices of securities with similar characteristics, pricing models or matrix pricing and these are generally classified as Level II securities. The Fund determined that Level II securities would include its forward contracts.

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

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

8

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

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

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.

4. NET ASSET VALUE PER UNIT

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

March 31, 2009

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

9

December 31, 2008

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

5.MARKET AND CREDIT RISK

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

Market Risk

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

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

Credit Risk

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

10

default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.

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

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

6. RECENT ACCOUNTING PRONOUNCEMENTS

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

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The FSP also contains enhanced disclosure requirements whereby fair value disclosures as well as certain disaggregated information will be disclosed beginning in the second quarter 2009.

11

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

MONTH-END NET ASSET VALUE PER UNIT

(NON U.S. GAAP)

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

Class A

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

Class C

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

Class D

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

Class I

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

Class DS

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

Class DT

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

12

Liquidity and Capital Resources

The Fund does not engage in the sale of goods or services.  The Fund’s assets are its (i) equity in its trading account, consisting of cash and cash equivalents and (ii) interest receivable.    Because of the low margin deposits normally required in commodity futures trading relatively small price movements may result in substantial losses to the Fund.  While substantial losses could lead to a material decrease in liquidity, no such material losses occurred during the first quarter of 2009.

The Fund’s capital consists of the capital contributions of the member as increased or decreased by gains or losses on trading, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2009, Fund capital decreased 6.24% from $320,433,806 to $300,454,522.  This decrease was attributable to the net loss from operations of $6,873,574, coupled with the redemption of 12,724,972 Redeemable Units of Limited Fund Interest resulting in an outflow of $20,458,605.  The cash outflow was offset with cash inflow of $7,352,895 due to subscription of 4,477,489 units.  Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent months.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”‘) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes.  As a result, actual results could differ from these estimates.

Statement of Cash Flows

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

Investments

All investments (including derivatives) are held for trading purposes.  Investments are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date.  Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Gains or losses are realized when contracts are liquidated.  Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition.  Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Operations and Statement of Changes in Members’ Capital.

13

Fair Value Measurements

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

Futures Contracts

The Fund trades futures contracts.  A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as S&P 500 Index), whereby such contract is settled in cash.  Payments (“variation margin”) may be made or received by the Fund each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Fund.  When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.  Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited.  Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Operations and Statement of Changes in Members’ Capital

Forward Foreign Currency Contracts

Foreign currency contracts are those contracts where the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date.  Foreign currency contracts are valued daily, and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Operations.  Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations and Statement of Changes in Members’ Capital.

Income Taxes

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

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

14

Results of Operations

January 1, 2009 to March 31, 2009

The Fund experienced a net trading loss before brokerage commissions and related fees in the first quarter of 2009 of $4,394,485.  Losses were primarily attributable to Fund’s trading in the energy sector posting profits while the interest rate, metals, agriculture, stock indices and currencies sectors posted losses.

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

The interest rate sector posted losses for the Fund. The quarter began with losses being posted to the Fund due to bonds being sold off and interest rates rose as governments continued to develop rescue plans and packages to boost growth. This was particularly seen in European bond markets with U.K. Gilts and Bunds being two of the worst contracts. However, the Fund’s long positions in interest rates benefited from the rate cut decisions of the Bank of England and the European Central Bank but were not enough to offset the losses. Long positions in the interest rate model was profitable for the Fund in the middle of the quarter however, performance was dragged down by losses in short positions in the Australian dollar and British sterling as quantitative easing seemed more likely than further interest rate cuts in the United Kingdom. The U.S. Federal Reserve’s plan to repurchase debt caused U.S. fixed income markets to rally. U.S. interest rate markets and European fixed income markets followed and the Fund’s long positions posted profits to the Fund at the end of the quarter.

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

The agriculture sector posted losses for the Fund. Profits were posted to the Fund at the beginning through the middle of the quarter despite losses from a sharp reversal in cocoa markets. Losses were posted to the Fund at the end of the quarter due to challenging market conditions.

The stock indices sector posted losses for the Fund. Profits were posted to the Fund at the beginning of the quarter due to the stock markets rallying with renewed investor optimism in response to the U.S. President Obama’s stimulus plan. Profits continued to be posted to the Fund through the middle of the quarter as global equity markets continue their poor performance caused by further weak economic data and problems for financial companies which benefited the Fund’s short positions. Although most global stock markets remain in negative territory at the end of the quarter, many saw a strong rally to the detriment of the Fund’s short positions resulting in losses being posted to the Fund.

The currency sector posted losses for the Fund. The U.S. dollar continued strengthening as a result of risk aversion and the increasingly negative outlook for Europe. Europe continues to deal with crises in the financial sector particularly in the weakness of the British sterling to the benefit of the Fund’s short positions resulting in profits being posted to the fund at the beginning of the quarter. Profits were posted to the Fund in the middle of the quarter. The currencies sector had an eventful February and provided the most volatility; profits were seen from weakness in the Swedish krona and Canadian dollar which offset

15

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

January 1, 2008 to March 31, 2008

The Fund experienced a net trading gain before brokerage commissions and related fees in the first quarter of 2008 of $38,118,954.  Gains were primarily attributable to the Fund’s trading in interest rates, agriculture, stock indices, currencies, and the metal sectors posting gains while the energy sector posted losses.

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

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

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

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

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

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

16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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

Quantifying The Fund’s Trading Value At Risk

Quantitative Forward-Looking Statements

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

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

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

17

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

The Fund’s Trading Value at Risk in Different Market Sectors

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

March 31, 2009

	Average Value		% of Average		Highest Value		Lowest Value
Market Sector	at Risk		Capitalization		at Risk		at Risk
Agriculture	$	236,617	0.08	%	$	709,852	$	153,422
Currencies	568,406		0.18	%	1,705,219		313,886
Energy	115,563		0.04	%	346,689		79,894
Interest Rates	19,092,231		6.12	%	57,276,693		15,102,568
Metals	154,890		0.05	%	464,669		129,426
Stock Indices	158,286		0.05	%	474,858		143,893
Total	$	20,325,993	6.52	%	$	60,977,980	$	15,923,089

March 31, 2008

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

18

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

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

Non-Trading Risk

Foreign Currency Balances; Cash on Deposit with MLPF&S

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

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

Item 4. Controls and Procedures

MLAI, the Sponsor of ML Aspect FuturesAccess LLC, with the participation of the Sponsor’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period of this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective.  Additionally, there were no significant changes in the Fund’s internal controls or in other factors during the latest fiscal quarter that has materially affected, or is reasonably likely to materially affect the Fund’s internal control over financial reporting.

19

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

None.

Item 1A.  Risk Factors

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

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

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

CLASS A

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

CLASS C

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

CLASS D

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

CLASS I

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

CLASS DS

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

CLASS DT

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

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

(b) None.

(c) None.

20

Item 3.Defaults Upon Senior Securities

None.

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

None.

Item 5.Other Information

None.

Item 6.Exhibits

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

31.01 and

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

Exhibit 31.01

and 31.02:Are filed herewith.

32.01 and

32.02Section 1350 Certifications

Exhibit 32.01

and 32.02Are filed herewith.

21

SIGNATURES

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

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

22