8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 17, 2013

HIGHBRIDGE COMMODITIES FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

Delaware	0-54573	45-2608276
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Merrill Lynch Alternative Investments LLC

4 World Financial Center

250 Vesey Street, 11th Floor

New York, NY 10080

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (212) 449-3517

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Background

Merrill Lynch Alternative Investments LLC is the sponsor and manager (the “Sponsor”) of Highbridge Commodities FuturesAccess LLC (the “Registrant” or the “Fund”).  The Registrant has been investing substantially all of its assets through Highbridge Commodities FuturesAccess Master Fund Ltd. (the “Master Fund”).   BA Highbridge Commodities Fund LLC (“BA Highbridge”) and Highbridge Commodities FuturesAccess Ltd. (the “Offshore Fund”) have also been investing substantially all their respective assets through the Master Fund.  The Sponsor is also the sponsor of the Master Fund, BA Highbridge and the Offshore Fund.

Effective as of December 31, 2012, BA Highbridge, the Offshore Fund, the Master Fund and the Fund were restructured and the Fund became a direct trading fund (the “Restructuring”).

In connection with the Restructuring, the Advisory Agreement (as defined below) pertaining to the Registrant’s trading activities has been assigned and amended as outlined in Item 1.01 below.

Item 1.01    Entry into a Material Definitive Agreement.

 (a) (1) The Master Fund, the Sponsor and Highbridge Capital Management, LLC (the “Trading Advisor”) are parties to an Amended and Restated Advisory Agreement dated as of October 31, 2011 as amended by that certain Amendment dated March 30, 2012 (collectively, the “Advisory Agreement”).  Pursuant to the Advisory Agreement, the Trading Advisor has provided investment advisory services to the Master Fund, and directed the trading activities of the Master Fund.

The Master Fund, the Registrant, the Sponsor and the Trading Advisor entered into an Assignment and Assumption Agreement on January 17, 2013, and made effective as of December 31, 2012 (the “Assignment Agreement”).  The Assignment Agreement is being filed as an exhibit.

The Registrant, the Sponsor and the Trading Advisor entered into a Second Amendment to Amended and Restated Advisory Agreement on January 17, 2013, and made effective as of January 1, 2013 (the “Advisory Agreement Amendment”).  The Advisory Agreement Amendment is being filed as an exhibit.

(2)   Assignment Agreement.

Under the Assignment Agreement the Master Fund assigned all of its rights and obligations under the Advisory Agreement to the Registrant.  The Assignment Agreement also provides that the high water mark of the Master Fund will transfer to the Registrant as of December 31, 2012 for purposes of the Advisory Agreement Amendment.

Advisory Agreement Amendment.

The Advisory Agreement Amendment modifies the Advisory Agreement to reflect the Trading Advisor’s trading on behalf of the Fund directly rather than through the Master Fund.  It

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also amends the existing incentive fees provisions to provide that the Incentive Fee will be calculated at the Fund level rather than the Master Fund level.

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.                      Description

10.01 Assignment and Assumption Agreement among Highbridge Commodities FuturesAccess Master Fund Ltd., Highbridge Commodities FuturesAccess LLC, Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC.

10.02 Second Amendment to Amended and Restated Advisory Agreement  among Highbridge Commodities FuturesAccess LLC, Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC.

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SIGNATURES

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

HIGHBRIDGE COMMODITIES FUTURESACCESS LLC
By: Merrill Lynch Alternative Investments LLC, its Manager
By:	/s/  Barbra E. Kocsis
Name:	Barbra E. Kocsis
Position:	Chief Financial Officer and Vice President

Date: January 17, 2013

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HIGHBRIDGE COMMODITIES FUTURESACCESS LLC

FORM 8-K

INDEX TO EXHIBITS

Exhibit

Exhibit 10.01 Assignment and Assumption Agreement among Highbridge Commodities FuturesAccess Master Fund Ltd., Highbridge Commodities FuturesAccess LLC, Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC.

Exhibit 10.02 Second Amendment to Amended and Restated Advisory Agreement  among Highbridge Commodities FuturesAccess LLC, Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC.

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EX-10.01

Exhibit 10.01

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment Agreement”) is made effective as of December 31, 2012 (the “Effective Date”) by and among Highbridge Commodities FuturesAccess Master Fund Ltd., a Cayman Islands exempted company (“Assignor”), Highbridge Commodities FuturesAccess LLC, a Delaware limited liability company (“Assignee”), Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Manager”) and Highbridge Capital Management, LLC (the “Trading Advisor”).

WHEREAS, Assignee, Highbridge Commodities FuturesAccess Ltd. (the “Offshore Fund”) and BA Highbridge Commodities Fund LLC (the “BA Feeder”) (collectively, the “Feeder Funds” and together with Assignor, the “Funds”) are feeder funds that invest substantially all of their assets in the Assignor;

WHEREAS, the Funds are part of a “family” of privately-offered managed futures funds sponsored by the Manager as part of the “FuturesAccessTM Program”;

WHEREAS, Assignor, the Manager and the Trading Advisor, and with respect to Section 12 only, the Feeder Funds, entered into an Amended and Restated Advisory Agreement dated as of October 31, 2011 as amended by that certain Amendment dated March 30, 2012 (the “Advisory Agreement”) under which the Trading Advisor had agreed to manage the Assignor’s commodity interests trading;

WHEREAS, the Funds are being restructured such that Assignor, the Offshore Fund and the BA Feeder will be dissolved; and

WHEREAS, as of the Effective Date, Assignor desires to assign all of its rights, duties, responsibilities and obligations under the Advisory Agreement to Assignee, and Assignee desires to accept such rights and assume such duties, responsibilities and obligations under the Advisory Agreement.

NOW, THEREFORE, in consideration of the covenants, agreements and conditions set forth herein, the parties hereto agree as follows:

1.Assignment.  Assignor, as of the Effective Date, hereby assigns, transfers, grants, conveys, delivers and delegates unto Assignee all of Assignor’s rights, obligations, duties and responsibilities set forth in the Advisory Agreement.

2.Assumption.  Assignee hereby accepts the foregoing assignment of rights and delegation of obligations and duties with respect to the period beginning as of the Effective Date and thereafter, and hereby assumes and agrees to observe and perform when due all of the duties and obligations of Assignor under the Advisory Agreement in accordance with its terms and to be bound by the terms of the Advisory Agreement.

3.Transfer of High Water Mark.  In connection with the assignment and assumption of the Advisory Agreement, the high water mark  of Assignor shall be transferred to Assignee, i.e., the high water mark of the Fund as of December 31, 2012 for purposes of the amendment to the Advisory Agreement entered into by the Assignee, the Manager and the Trading Advisor as

of January 1, 2013 shall be deemed to be the sum of the High Water Marks attributable to the Class DA and DU Units of the Master Fund (each as defined in the Advisory Agreement) as of such date.

4.Consent and Release.  The Trading Advisor hereby consents to the assignment by Assignor and the assumption by Assignee of the Advisory Agreement pursuant to this Assignment Agreement and agrees to continue to manage Assignee’s commodity interests trading pursuant to the terms and conditions set forth in the Advisory Agreement.  Assignor hereby unconditionally releases the Trading Advisor and the Trading Advisor hereby unconditionally releases Assignor from any obligations and liabilities under the Advisory Agreement, except with respect to any antecedent breach or liability of the other occurring prior to the Effective Date.

5.Feeder Fund Consent.  The Feeder Funds hereby consent to the assignment of the Advisory Agreement with respect to Section 12 thereof only.

6.Liability of Assignee.  The Trading Advisor hereby agrees that Assignee shall not be responsible under the Advisory Agreement or otherwise for any loss, liability, claim, damage or expense whatsoever incurred prior to the Effective Date other than such loss, liability, claim, damage or expense arising out of Section 12 of the Advisory Agreement.

7.Entire Agreement.  This Assignment Agreement and the Advisory Agreement constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties made in connection herewith.  Except as expressly modified pursuant to this Assignment Agreement, all other terms and provisions of the Advisory Agreement remain unmodified and in full force and effect.

8.Governing Law.  The governing law, counterparties, method of execution, rules of interpretation, notice and other procedural provisions set forth in the Advisory Agreement shall be equally applicable to this Assignment Agreement.

9.Authorization and Enforceability.  All parties represent and warrant each with respect to itself only that, they have taken all action required to be taken in order to authorize and effect this Assignment Agreement.  This Assignment Agreement constitutes a legal, valid and binding and enforceable obligation of the respective parties.

10.Affirmation.  Upon the effectiveness of this Assignment Agreement, the parties hereby reaffirm all representations and warranties made in the Advisory Agreement as amended hereby, and certify that all such representations and warranties are true and correct in all respects on and as of the date hereof.

11.Continuation.  Except as specifically amended herein, the Advisory Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and continued.

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12.Headings.  The headings of the sections herein are inserted as a matter of convenience only and shall not control or affect the meaning or construction of any of the provisions of this Assignment Agreement.

13.Counterparts.  This Assignment Agreement may be executed in counterparts, each of which shall be deemed to be an original, but together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have entered into this Assignment Agreement effective as of the date first written above.

ASSIGNOR:			ASSIGNEE:
HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.			HIGHBRIDGE COMMODITIES FUTURESACCESS LLC
By:	/s/ Deann D. Morgan		By:	/s/ Deann D. Morgan
	Name:	Deann D. Morgan		Name:	Deann D. Morgan
	Title:	Director		Title:	MLAI - President & CEO
	Date:	January 17, 2013		Date:	January 17, 2013
Acknowledged, Agreed and Consented to by:			Acknowledged, Agreed and Consented to with respect to Section 12 of the Advisory Agreement only by:

HIGHBRIDGE CAPITAL MANAGEMENT, LLC			HIGHBRIDGE COMMODITIES FUTURESACCESS LTD.
By:	/s/ Todd Builion		By:	/s/ Deann D. Morgan
	Name:	Todd Builion		Name:	Deann D. Morgan
	Title:	President		Title:	Director
	Date:	January 17, 2013		Date:	January 17, 2013
Acknowledged, Agreed and Consented to by:			Acknowledged, Agreed and Consented to with respect to Section 12 of the Advisory Agreement only by:

MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC			BA HIGHBRIDGE COMMODITIES FUND LLC
By:	/s/ Deann D. Morgan		By:	/s/ Deann D. Morgan
	Name:	Deann D. Morgan		Name:	Deann D. Morgan
	Title:	President and CEO		Title:	MLAI - President & CEO
	Date:	January 17, 2013		Date:	January 17, 2013

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EX-10.02

Exhibit 10.02

SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

This amendment is made effective as of January 1, 2013 (the “Amendment”) among Highbridge Commodities FuturesAccess LLC (the “Fund”), Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Manager”), and Highbridge Capital Management, LLC, a Delaware limited liability company (the “Trading Advisor”).

WHEREAS, Highbridge Commodities FuturesAccess Master Fund Ltd. (the “Master Fund”), the Manager and the Trading Advisor entered into an Amended and Restated Advisory Agreement dated as of October 31, 2011, as amended by that certain Amendment dated March 30, 2012 (the “Advisory Agreement”);

WHEREAS, the Fund, Highbridge Commodities FuturesAccess Ltd. (the “Offshore Fund”) BA Highbridge Commodities Fund LLC (the “BA Feeder”) (collectively, the “Feeder Funds” and together with the Master Fund, the “Funds”) were feeder funds that invested substantially all of their assets in the Master Fund;

WHEREAS, the Funds are to be restructured such that the Master Fund, the Offshore Fund and the BA Feeder will be dissolved;

WHEREAS, the Fund, Master Fund, the Manager and the Trading Advisor entered into an Assignment and Assumption Agreement dated December 31, 2012 (the “Assignment Agreement”) pursuant to which the Master Fund assigned all of its rights, duties, responsibilities and obligations under the Advisory Agreement to the Fund and the Fund accepted such rights and assumed such duties, responsibilities and obligations under the Advisory Agreement; and

WHEREAS, the Fund, the Manager and the Trading Advisor wish to amend the Advisory Agreement with effect as of the date set forth above as follows.

NOW IT IS HEREBY AGREED as follows:

1.All references in the Advisory Agreement to the “Master Fund,” the “Funds,” the “Feeder Funds,” and the “Onshore Funds” (as defined in the Advisory Agreement) shall be to the Fund.  References to the “Master Fund and the Feeder Funds” shall be to the Fund.  References to the “Offshore Fund” (as defined in the Advisory Agreement) shall be deleted.

2.Section 6 of the Advisory Agreement shall be deleted in its entirety and replaced with the following:

“(a)           The Fund will pay to the Trading Advisor, as of each December 31 (“Incentive Fee Calculation Date”), an Incentive Fee equal to 15% of any New Trading Profit recognized by the Fund as of such Incentive Fee Calculation Date (the “Incentive Fee”).

 (b)           “New Trading Profit” equals any increase in the net asset value of the Fund (subject to Section 6(e)) as of the current Incentive Fee Calculation Date over the High Water Mark attributable to the Fund.

(c)           (i)           The “High Water Mark” attributable to the Fund, shall be equal to the highest net asset value of the Fund, after reduction for the Incentive Fee then paid, as of any preceding Incentive Fee Calculation Date, provided that for purposes

of such calculation the high water mark of the Master Fund shall be transferred to the Fund as described in the Assignment Agreement.  The High Water Mark shall be increased dollar-for-dollar by new subscriptions and decreased proportionately when capital withdrawals from the Fund’s account with the Trading Advisor (“Capital Withdrawals”) are made and attributable.  The proportionate High Water Mark reduction made as a result of Capital Withdrawals shall be calculated by multiplying the High Water Mark in effect immediately prior to such Capital Withdrawal by the fraction the numerator of which is the net asset value of the Fund immediately following such Capital Withdrawal and the denominator of which is the net asset value of the Fund immediately before such Capital Withdrawal, prior to reduction for any accrued Incentive Fee.

(ii)           If an Incentive Fee is paid as of an Incentive Fee Calculation Date, the High Water Mark is reset to the net asset value of the Fund immediately following such payment.

(iii)           For the avoidance of doubt, the High Water Mark shall be determined on the basis of the Fund, not on the basis of any individual investors or group of investors.

(d)           When there is an accrued Incentive Fee at the time any Capital Withdrawal is made, the Incentive Fee attributable to such Capital Withdrawal will be paid.  Such Incentive Fee shall be determined by multiplying the Incentive Fee that would have been paid had the date of the Capital Withdrawal been an Incentive Fee Calculation Date by the fraction the numerator of which is the amount of the Capital Withdrawal and the denominator of which is the net asset value of the Fund immediately prior to the Capital Withdrawal, in each case prior to reduction for the accrued Incentive Fee.  Such Incentive Fee will be paid from and reduce the amount of the Capital Withdrawal.

(e)           Net asset value solely for purposes of calculating the Incentive Fee shall not include any interest income earned by the Fund (and shall not be reduced by the Sponsor’s Fees although such interest income shall increase, and such Sponsor’s Fees shall decrease, net asset value for purposes of determining the net asset value of the Fund).  For the avoidance of doubt, no Incentive Fee shall be payable on any interest income earned by the Fund.

(f)           The termination date of this Agreement shall be treated as an Incentive Fee Calculation Date.

(g)           The Trading Advisor will receive the Incentive Fee as a fee and not as a profit allocation.”

3.Section 10(c)(iii) of the Advisory Agreement shall be amended to delete “and Cayman Islands” therefrom.

4.Except as specifically amended hereto, the Advisory Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.The governing law, counterparties, method of execution, rules of interpretation, notice and other procedural provisions set forth in the Advisory Agreement shall be equally applicable to this Amendment.

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6.All parties represent and warrant each with respect to itself only that, they have taken all action required to be taken in order to authorize and effect this Amendment.  This Amendment constitutes a legal, valid and binding and enforceable obligation of the respective parties.

7.Upon the effectiveness of this Amendment, the parties hereby reaffirm all representations and warranties made in the Advisory Agreement as amended hereby, and certify that all such representations and warranties are true and correct in all respects on and as of the date hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF the parties hereto have entered into this Amendment effective as of the date first written above.

The Fund:			The Trading Advisor:
HIGHBRIDGE COMMODITIES FUTURESACCESS LLC			HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:  Merrill Lynch Alternative Investments LLC, its manager
By:	/s/ Deann D. Morgan		By:	/s/ Todd Builion
	Name:	Deann D. Morgan		Name:	Todd Builion
	Title:	MLAI - President & CEO		Title:	President
	Date:	January 17, 2013		Date:	January 17, 2013

The Manager:
MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC
By:	/s/ Deann D. Morgan
	Name:	Deann D. Morgan
	Title:	President and CEO
	Date:	January 17, 2013

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