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The securities to be registered consist of Class M units of limited liability company interest (the “Class M Units”) of Highbridge Commodities FuturesAccess LLC (the “Fund”). Merrill Lynch Alternative Investments LLC serves as the sponsor and manager of the Fund (the “Sponsor”). The Sponsor is an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”). Bank of America and its affiliates are sometimes collectively referred to as “BAC.” As used herein the “Units” refer collectively to the Class M Units and other classes of units issued by the Fund. As used herein “Investors” refer to investors in the Fund.

The Class M Units are available to Investors that subscribe to the Fund through an eligible managed account program (a “Managed Account”) at BAC and who satisfy other requirements as determined by the Sponsor from time to time. Once an Investor is issued Class M Units, such Investor will continue to be issued Class M Units for so long as it continues to be eligible to have, and in fact does have, a Managed Account.

The Class M Units are not subject to an upfront sales commission and no ongoing compensation is paid to BAC as selling agent, and the Class M Units are not subject to Sponsor’s fees. However, a portion of the asset-based program fee applicable to a Managed Account, including the amounts invested in Class M Units, will be paid to the Investor’s Merrill Lynch Financial Advisor, U.S. Trust Portfolio Manager or other relevant BAC investment professional (as applicable, “Investment Professional”).

The Fund’s Third Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”) effectively gives the Sponsor full control over the management of the Fund. Investors have no voice in its operations. The Sponsor, its affiliates and their respective officers, employees, representatives and agents (each, a “Sponsor Party” and, collectively, the “Sponsor Parties”) are exculpated and indemnified by the Fund from and against any claims, costs, expenses, damages or losses (including, without limitation, from and against any judgment, settlement, attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding) suffered or sustained by any of them by reason of the fact that a Sponsor Party is or was connected in any respect with the Fund, provided, that the conduct or omission which led to the claim, cost, expense, damage or loss was in, or not opposed to, the best interests of the Fund and that such conduct or omission did not constitute gross negligence or intentional misconduct on the part of such Sponsor Party.

Investors have no right to participate in the control or management of the Fund through the Class M Units, but they are entitled to: (i) vote on or approve certain changes to the Operating Agreement; (ii) vote to continue the term of the Fund; (iii) receive annual audited financial statements, such monthly information as the Commodity Futures Trading Commission requires and tax information; (iv) inspect the Fund’s books and records; (v) redeem Units, barring suspension of redemptions; and (vi) remove the Sponsor as manager of the Fund in accordance with the procedure as set forth in the next paragraph.

Upon at least 60 calendar days’ written notice to the Sponsor and all Investors in the Fund, the Sponsor may be required to withdraw as manager of the Fund by a vote of Investors owning not less than 50% of the outstanding Units (by net asset value), not including Units held by Sponsor Parties. Any such removal will be effective as of the end of the calendar quarter in which such vote occurs.

The Operating Agreement provides for the economic and tax allocations of the Fund’s profit and loss. Capital accounts have been established for each Unit, and for the Sponsor on a Unit-equivalent basis. Economic allocations are based on Investors’ and the Sponsor’s capital accounts, and the tax allocations generally attempt to equalize tax and capital accounts by, for example, making a priority allocation of taxable income to Investors who redeem at a profit. For the purposes of maintaining capital accounts, amounts payable to the Sponsor for items such as services fees are treated as if paid or payable to a third party and are not credited to the capital account or interest held in the Fund held by the Sponsor.

The Sponsor may amend the Operating Agreement in any manner not materially adverse to the Investors without need of obtaining their consent. These amendments can be for clarification of inaccuracies or ambiguities, modifications in response to changes in tax code or regulations, to provide for the issuance of new Classes of Units or any other changes the Sponsor deems advisable.

If an Investor holding Class M Units terminates its Managed Account, or otherwise becomes ineligible to have a Managed Account, the Sponsor may, in its sole discretion: (i) automatically convert the Investor’s Class M Units to Class A, Class C, Class I or Class D Units of the Fund pursuant to such eligibility requirements and policies as determined by the Sponsor from time to time; (ii) permit such Investor to redeem its Class M Units as of the first available Redemption Date (defined below) following the termination of such Investor’s Managed Account provided that a timely redemption notice is submitted by the Investor or otherwise waived by the Sponsor; (iii) mandatorily redeem such Investor’s Class M Units; or (iv) permit such Investor to continue to hold such Class M Units for such time period as determined by the Sponsor.

An Investor will be entitled to redeem all or part of the Investor’s Class M Units effective as of the last calendar day of each month (a “Redemption Date”), upon providing oral or written notice 38 days prior to the first of every month by contacting its Investment Professional. Redemption requests are irrevocable once made. The Fund does not charge a redemption fee. Units are redeemable at net asset value as of the close of business on the date of their redemption, minus any accrued fees (including performance fees) and brokerage commissions. The Sponsor will cause the Fund to distribute to redeeming Investors the estimated net asset value of the Units redeemed by them, generally approximately six business days after the Redemption Date, although there can be no assurance as to the timing of such payment. Units which have been redeemed, but the proceeds of which have not yet been paid, will nevertheless be deemed to have ceased to be outstanding from the effective date of redemption for all other purposes. No interest will be paid to Investors on redemption proceeds held pending distribution. The Fund will retain any such interest.

The Sponsor may suspend redemptions during any period for which the Sponsor is unable to value a material portion of the Fund’s positions. In addition, the Sponsor may delay or suspend both the payment of redemption proceeds and the effective date of redemptions if the Sponsor determines that not doing so would have adverse consequences for the non-redeeming Investors. In the event of suspension, the Fund will resume redemptions in accordance with normal redemption procedures when the Sponsor determines that such valuations are available and/or redemptions may be resumed without adverse consequences for the non-redeeming Investors, as applicable. All Units subject to suspended redemption requests will continue to be treated as outstanding for all purposes as if no redemption requests relating thereto had been submitted, until the effective date of their suspended redemption. The Fund will give notice of any such suspension to all affected Investors.

If the Sponsor determines that a portion, but not all, of pending redemption requests can be processed in due course, the requests of all Investors submitting timely redemption requests with respect to any given Redemption Date will be satisfied pro rata (based on the aggregate net asset value of the Units requested to be redeemed by all Investors) from such funds as the Sponsor determines are available for distribution.

The Sponsor may mandatorily redeem part or all of the Units held by a particular Investor if: (i) the Sponsor determines that the Investor’s continued holding of Units could result in adverse consequences to the Fund; (ii) the Investor has a history of excessive exchanges between different managed futures funds in the Sponsor’s FuturesAccess℠ Program (“FuturesAccess”) and/or hedge funds in the Sponsor’s HedgeAccess® Program (“HedgeAccess”) that is contrary to the purpose and/or efficient management of FuturesAccess and/or HedgeAccess; (iii) the Investor’s investment in the Units, or aggregate investment in FuturesAccess, is below the minimum level established by the Sponsor (including any increase in such minimum level that the Sponsor may implement in the future); (iv) the Investor holds Class M Units and is no longer eligible to hold such Units; or (v) for any other reason.

The Sponsor will mandatorily redeem all of the Fund’s outstanding Units in the event that the Sponsor concludes that it is no longer advisable to place client capital with the Fund’s trading advisor or if the amount of assets invested in the Fund declines to a level that the Sponsor believes makes the continued operation of the Fund impracticable or uneconomical.

Units mandatorily redeemed will be redeemed as of the Redemption Date without any further action on the part of the affected Investor. In the event that the Sponsor mandatorily redeems any of an Investor’s Units, the Investor will have the option to redeem all of the Investor’s Units as of the date fixed for redemption.

In the event that the Fund is required to pay or withhold state, local or other taxes with respect to a particular Investor or Investors, the Fund may redeem an appropriate number of the Investor’s or Investors’ Units as of the end of the accounting period immediately following such payment in order to reimburse the Fund for the amount of such payment, together with interest on the amounts so paid at the 91-day Treasury bill rate as in effect as of the beginning of each calendar month, starting with the calendar month in which the payment is made, through the end of such accounting period.

The Units do not carry voting rights regarding the election of the Sponsor, which manages the Fund. However certain actions involving the Fund are subject to the vote or consent of the Investors as outlined herein, including removal of the Sponsor. If there is a dissolution event, Investors holding more than 50% of the outstanding Units (by net asset value), not including Units held by Sponsor Parties, may vote to continue the Fund, if it is lawful to do so, and to appoint one or more managers for the Fund.

Amendments to the Operating Agreement which are materially adverse to the Investors are subject to the consent of Investors holding more than 50% of the outstanding Units (by net asset value), not including Units held by Sponsor Parties; provided that (i) affirmative consent of the Investor is not required, but rather there may be “negative consent” by failure of the Investor to object in writing 30 calendar days after notice of the proposed amendment; and (ii) without the affirmative written consent of each Investor affected thereby certain amendments, as specified in the Operating Agreement, may not be adopted, including any amendment that would reduce the liabilities of the Sponsor, increase the liabilities of Investors, or reduce the participation of Investors in profits and losses of the Fund or in any distributions made by the Fund. Material amendments to the Operating Agreement which are not adverse to Investors may be made without obtaining the consent of Investors.

Upon the occurrence of an event causing the dissolution of the Fund, the Sponsor, or, if the Sponsor has withdrawn, such other liquidator as the Investors may select, by vote of more than 50% of the outstanding Units (by net asset value), not including Units held by Sponsor Parties, will wind up the Fund’s affairs and, in connection therewith, distribute the Fund’s assets as described below.

In connection with a dissolution of the Fund, the Operating Agreement provides for the assets of the Fund to be distributed as follows: first, to the payment and discharge of all claims of creditors of the Fund, including creditors who are Investors; second, to the establishment of such reserves as the Sponsor or other liquidator may consider reasonably necessary or appropriate for any losses, contingencies, liabilities or other matters of or relating to the Fund; provided, however, that if and when the Sponsor or other liquidator determines that the causes for such reserves have ceased to exist, the monies, if any, then held in reserve will be distributed in the manner hereinafter provided; and third, after making all final allocations contemplated by the Operating Agreement, and for such purposes treating the date of dissolution as if it were a December 31, to the distribution in cash of the remaining assets of the Fund among the Investors in accordance with the positive balance in each of the Investor’s closing capital account as of the last day of the accounting period in which the Fund’s dissolution occurs. Any assets distributed in kind in the liquidation will be valued, for purposes of distribution, in accordance with the Operating Agreement as of the date of distribution, and any difference between this value and the carrying value of the assets will, to the extent not otherwise taken into account in determining net asset value, be deemed to constitute income or loss to the Fund.

Except as otherwise provided by law, liability of Investors for the liabilities of the Fund is limited to the capital contribution of the Investor plus its share of undistributed profits and assets, if any, including any obligation under law to return to the Fund distributions and returns of contributions.

Units are subject to restriction on alienability. No Investor may assign, encumber, pledge, hypothecate or otherwise transfer any of such Investor’s Units without the consent of the Sponsor; provided, however, that an Investor may transfer the economic benefits of ownership of its Units without regard to such prior consent. Any assignment, encumbrance, pledge, hypothecation or transfer of Units, whether voluntary, involuntary or by operation of law, to which the Sponsor does not consent, and for which the Sponsor’s consent was required, will result in the Units so assigned, encumbered, pledged, hypothecated or otherwise transferred being mandatorily redeemed as of the next Redemption Date.

DELAWARE	0-54573	45-2608276
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Exhibit No.	Description

3.02*	Third Amended and Restated Limited Liability Company Operating Agreement of Highbridge Commodities FuturesAccess LLC.

	HIGHBRIDGE COMMODITIES FUTURESACCESS LLC

	By: Merrill Lynch Alternative Investments LLC, its Manager

	By:	/s/ Barbra E. Kocsis
		Name: Barbra E. Kocsis
		Title: Chief Financial Officer

Class M Units of Limited Liability Company Interest
(Title of class)