UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________

FORM 10-K

_________________________

S	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: December 31, 2010
	For the fiscal year ended: December 31, 2011
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period: ____________________ to ____________________

Commission File Number: 000-52544

Aspen Diversified Fund LLC

(Exact Name of Registrant as specified in its Charter)

Delaware		32-0145465
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

	4200 Northside Parkway Building 11, Suite 200 Atlanta, GA 30327
	(Address of principal executive offices)

	(404) 879-5126
	(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Liability Company Interest

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

		£ Yes	S No

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

		£ Yes	S No

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.

		S Yes	£ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

		S Yes	£ No

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

			S

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.

	£ Large accelerated filer		£ Accelerated filer

	£ Non-accelerated filer		S Smaller Reporting Company

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

		£ Yes	S No

As of June 30, ~~2010~~2011, the aggregate market value of the units of the registrant held by non-affiliates of the registrant was $~~102~~87,~~605~~115,~~772~~742.

Documents incorporated by reference: None.

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Table of Contents

Part I

Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	1312
Item 2.	Properties	13
Item 3.	Legal Proceedings	13
Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures	13

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1413
Item 6.	Selected Financial Data	1514
Item 7.	Management Discussion and Analysis of Financial Condition and Results of Operations	1716
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1816
Item 8.	Financial Statements and Supplementary Data	1918
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2019
Item 9A.	Controls and Procedures	2019
Item 9B.	Other Information	2019

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	2119
Item 11.	Executive Compensation	2422
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2422
Item 13.	Certain Relationships and Related Transaction, and Director Independence	2423
Item 14.	Principal Accounting Fees and Services	2523
Item 15.	Exhibits, Financial Statement Schedules	2624

iii

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Part I

Item 1. Business.
(a)	General Development of Business.
	The Aspen Diversified Fund LLC (the “Fund”) is a limited liability company organized under the laws of Delaware in April 2005. The Fund began investment operations on July 1, 2005.
	The Fund’s business is trading a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities. The Fund is organized as a “multi-advisor” commodity pool and invests its assets in other pooled investment vehicles (“Investee Pools”) as well as separately managed accounts (together with Investee Pools, “Investment Funds”) managed or traded by independent Commodity Trading Advisors (“CTAs”), or other portfolio managers (together with CTAs, “Portfolio Managers”).
	The Fund’s business is trading a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities. The Fund is a speculative commodity pool and is a “fund of funds” which invests in other commodity pools known as “Investee Pools” as well as separately managed accounts (together with Investee Pools, “Investment Funds”) managed or traded by independent Commodity Trading Advisors (“CTAs”), or other portfolio managers (together with CTAs, “Portfolio Managers”).
	Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.
	Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.
	Aspen Partners, Ltd. (the “Managing Member”), an S-Corporation formed in Delaware in February 1996, acts as the managing member, commodity pool operator, and trading advisor of the Fund. As of December 31, 2011, the Managing Member had approximately $150.6 million of assets under management, including assets of the Fund. The Managing Member is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is a registered Introducing Broker (“IB”) and Commodity Pool Operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”).
	Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.
	Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.
	Aspen Partners, Ltd. (the “Managing Member”), an S-Corporation formed in Delaware in February 1996, acts as the managing member, commodity pool operator, and trading advisor of the Fund. As of December 31, 2010, the Managing Member had approximately $106.7 million of assets under management, including assets of the Fund. The Managing Member is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is a registered Introducing Broker (“IB”) and Commodity Pool Operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”).
	The Fund and the Managing Member maintain their principal business office at 4200 Northside Parkway, Building 11, Suite 200, Atlanta, GA 30327 and their telephone number is (404) 879-5126.
	The Managing Member is responsible for recommending the selection of, investment in and withdrawal from Investment Funds, to the Investment Committee of the Fund (the “Investment Committee”), which consists of principals of the Managing Member. The Managing Member generally will, in its sole discretion, implement the decisions made by the Investment Committee, although it is not required to do so. The Managing Member is also responsible for the daily operations of the Fund, as well as facilitating instructions of the Investment Committee.
	Interests in the Fund are marketed through Frontier Solutions, LLC (the “Broker/Dealer”), a Georgia limited liability company which began operations in January 2006. The Broker/Dealer is a wholly-owned subsidiary of the Managing Member and is a registered Broker/Dealer with the Financial Industry Regulatory Authority (“FINRA”). The Broker/Dealer’s office is located at 4200 Northside Parkway, Building 11, Suite 200, Atlanta, GA 30327 and its telephone number is (404) 879-5126.
	The Fund operates in a competitive environment in which it faces several forms of competition, including, without limitation:

~~-1-~~· The Fund competes with other commodity pools and other investment vehicles for investors.

· The Portfolio Managers may compete with other traders in the markets in establishing or liquidating positions on behalf of the Fund.

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	The Managing Member is responsible for recommending the selection of, investment in and withdrawal from Investment Funds, to the Investment Committee of the Fund (the “Investment Committee”), which consists of principals of the Managing Member. The Managing Member generally will, in its sole discretion, implement the decisions made by the Investment Committee, although it is not required to do so. The Managing Member is also responsible for the daily operations of the Fund, as well as facilitating instructions of the Investment Committee.
(b)	Financial Information about Segments.
	Interests in the Fund are marketed through Frontier Solutions, LLC (the “Broker/Dealer”), a Georgia limited liability company which began operations in January 2006. The Broker/Dealer is a wholly-owned subsidiary of the Managing Member and is a registered Broker/Dealer with the Financial Industry Regulatory Authority (“FINRA”). The Broker/Dealer’s office is located at 4200 Northside Parkway, Building 11, Suite 200, Atlanta, GA 30327 and its telephone number is (404) 879-5126.
(b)	Financial Information about Segments
	The Fund’s business constitutes only one segment for financial reporting purposes. The Fund does not engage in sales of goods or services. Refer to Part II, Item 6 and Item 8 for financial information pertaining to the Fund.
(c)	Narrative Description of Business.
	(i) through (xii) Not applicable. Refer to Part I, Item 1(a) for more information.
	(xiii) The Fund has no employees.
	The Fund seeks to achieve capital appreciation through investments in a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities (“Financial Instruments”). The Fund will invest its assets in Investment Funds managed or traded by independent CTAs or other Portfolio Managers. Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices.
	The Portfolio Managers trading Investment Funds of the Fund, (each, a “Portfolio Manager”, together, the “Portfolio Managers”) may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets. Market selection may be based on the liquidity or legal constraints, market conditions or data reliability of the market, depending on the Portfolio Manager’s internal policies. Portfolio Managers trading Investment Funds may trade either on the long or short side of the market, often on a 24-hour basis, and generally have more volatile performance than many traditional investments, such as stocks and bonds. However, managed futures investments are generally not correlated with the returns of traditional long-only equity or fixed income investments. Generally, at least 80% of the net assets of the Fund will be invested with Investment Funds that invest in futures markets, options on commodity future contracts, and forward contracts.
	Trading Program
	Forward and futures traders generally may be classified as either systematic or discretionary. A systematic trader generally will rely to some degree on judgmental decisions concerning, for example, which markets to follow and trade, when to liquidate a position in a contract that is about to expire and how heavy a weighting a particular market should have in a portfolio. However, although these judgmental decisions may have a substantial effect on a systematic trading advisor’s performance, the trader relies primarily on trading programs or models that generate trading signals. The systems used to generate trading signals themselves may be changed from time to time, but the trading instructions generated by the systems are followed without significant additional analysis or interpretation. Discretionary traders on the other hand – while they may use market charts, computer programs and compilations of quantifiable information to assist them in making trading decisions – make trading decisions on the basis of their own judgment and trading instinct, not on the basis of trading signals generated by any program or model.
	The Managing Member generally invests Fund assets in Investment Funds managed both by Portfolio Managers who are systematic traders and discretionary traders.
	In addition to being distinguished from one another on the basis of whether they are systematic or discretionary traders, Portfolio Managers also are distinguished as relying on either technical or fundamental analysis, or on a combination of the two.

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Trading Program Forward and futures traders generally may be classified as either systematic or discretionary. A systematic trader generally will rely to some degree on judgmental decisions concerning, for example, which markets to follow and trade, when to liquidate a position in a contract that is about to expire and how heavy a weighting a particular market should have in a portfolio. However, although these judgmental decisions may have a substantial effect on a systematic trading advisor’s performance, the trader relies primarily on trading programs or models that generate trading signals. The systems used to generate trading signals themselves may be changed from time to time, but the trading instructions generated by the systems are followed without significant additional analysis or interpretation. Discretionary traders on the other hand – while they may use market charts, computer programs and compilations of quantifiable information to assist them in making trading decisions – make trading decisions on the basis of their own judgment and trading instinct, not on the basis of trading signals generated by any program or model. The Managing Member generally invests Fund assets in Investment Funds managed both by Portfolio Managers who are systematic traders and discretionary traders. In addition to being distinguished from one another on the basis of whether they are systematic or discretionary traders, Portfolio Managers also are distinguished as relying on either technical or fundamental analysis, or on a combination of the two. Technical analysis is not based on the anticipated supply and demand of a particular commodity, currency or financial instrument. Instead, it is based on the theory that the study of the markets themselves will provide a means of anticipating the external factors that affect the supply and demand for a particular commodity, currency or financial instrument in order to predict future prices. Technical analysis operates on the theory that market prices at any given point in time reflect all known factors affecting supply and demand for a particular commodity, currency or financial instrument. Fundamental analysis, in contrast, is based on the study of factors external to the trading markets that affect the supply and demand of a particular commodity, currency or financial instrument in an attempt to predict future prices. Such factors might include the economy of a particular country, government policies, domestic and foreign political and economic events, and changing trade prospects. Fundamental analysis theorizes that by monitoring relevant supply and demand factors for a particular commodity, currency or financial instrument, a state of current or potential disequilibrium of market conditions may be identified that has yet to be reflected in the price level of that instrument. Fundamental analysis assumes that the markets are imperfect, that information is not instantaneously assimilated or disseminated and that econometric models can be constructed that generate equilibrium prices that may indicate that current prices are inconsistent with underlying economic conditions and will, accordingly, change in the future. The Managing Member invests Fund assets in Investment Funds managed both by Portfolio Managers who use technical analysis and fundamental analysis. Trend-following traders gear their trading approaches towards positioning themselves to identify and follow major price movements. In contrast, market forecasters attempt to predict future price levels without relying on such trends to point the way, scalpers attempt to make numerous small profits on short-term trades, and arbitrage traders attempt to capture temporary price imbalances between inter-related markets. Trend-following traders assume that a majority of their trades will be unprofitable. Their objective is to make a few large profits, more than offsetting their numerous but smaller losses, by successfully identifying and following major trends. Consequently, during periods in which no major price trends develop in a market, a trend-following advisor is likely to incur substantial losses.

	Technical analysis is not based on the anticipated supply and demand of a particular commodity, currency or financial instrument. Instead, it is based on the theory that the study of the markets themselves will provide a means of anticipating the external factors that affect the supply and demand for a particular commodity, currency or financial instrument in order to predict future prices. Technical analysis operates on the theory that market prices at any given point in time reflect all known factors affecting supply and demand for a particular commodity, currency or financial instrument.

	Fundamental analysis, in contrast, is based on the study of factors external to the trading markets that affect the supply and demand of a particular commodity, currency or financial instrument in an attempt to predict future prices. Such factors might include the economy of a particular country, government policies, domestic and foreign political and economic events, and changing trade prospects. Fundamental analysis theorizes that by monitoring relevant supply and demand factors for a particular commodity, currency or financial instrument, a state of current or potential disequilibrium of market conditions may be identified that has yet to be reflected in the price level of that instrument. Fundamental analysis assumes that the markets are imperfect, that information is not instantaneously assimilated or disseminated and that econometric models can be constructed that generate equilibrium prices that may indicate that current prices are inconsistent with underlying economic conditions and will, accordingly, change in the future.

	The Managing Member invests Fund assets in Investment Funds managed both by Portfolio Managers who use technical analysis and fundamental analysis.

	Trend-following traders gear their trading approaches towards positioning themselves to identify and follow major price movements. In contrast, market forecasters attempt to predict future price levels without relying on such trends to point the way, scalpers attempt to make numerous small profits on short-term trades, and arbitrage traders attempt to capture temporary price imbalances between inter-related markets. Trend-following traders assume that a majority of their trades will be unprofitable. Their objective is to make a few large profits, more than offsetting their numerous but smaller losses, by successfully identifying and following major trends. Consequently, during periods in which no major price trends develop in a market, a trend-following advisor is likely to incur substantial losses.

	The Managing Member invests the Fund’s assets in Investment Funds managed by Portfolio Managers who are trend-following or market forecasters with a significant allocation to trend-followers.

	Generally, at least 90% of the net assets of the Fund will be invested with Investment Funds who invest in futures markets, options on commodity future contracts, and forward contracts. The Managing Member temporarily may invest the Fund’s available assets in U.S. government securities or “cash equivalent” financial instruments such as certificates of deposit, money market funds or other cash equivalents.

	The trading of futures and commodity interests is inherently leveraged. Accordingly, the Fund does not intend to borrow. Investment Funds, however, are permitted to borrow or otherwise use leverage. Nevertheless, the Managing Member does not presently intend to invest in Investment Funds that contemplate borrowing.

	The Fund is a speculative investment and is not intended as a complete investment program. The Fund is designed only for sophisticated persons who are able to bear the risk of an investment in the Fund. There can be no assurance that the Fund will achieve its investment objectives.

(d)	Financial Information about Geographic Areas.

	The Fund invests in Investee Pools located within the United States and abroad. Investment Funds may trade on a number of foreign commodity exchanges. The Fund does not engage in the sales of goods or services.

(e)	Available Information.

	Not applicable.

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	The Managing Member invests the Fund’s assets in Investment Funds managed by Portfolio Managers who are trend-following or market forecasters with a significant allocation to trend-followers.
(f)	Reports to Securities Holders.
	Generally, at least 90% of the net assets of the Fund will be invested with Investment Funds who invest in futures markets, options on commodity future contracts, and forward contracts. The Managing Member temporarily may invest the Fund’s available assets in U.S. government securities or “cash equivalent” financial instruments such as certificates of deposit, money market funds or other cash equivalents.
	The trading of futures and commodity interests is inherently leveraged. Accordingly, the Fund does not intend to borrow. Investment Funds, however, are permitted to borrow or otherwise use leverage. Nevertheless, the Managing Member does not presently intend to invest in Investment Funds that contemplate borrowing.
	The Fund is a speculative investment and is not intended as a complete investment program. The Fund is designed only for sophisticated persons who are able to bear the risk of an investment in the Fund. There can be no assurance that the Fund will achieve its investment objectives.
(d)	Financial Information about Geographic Areas.
	The Fund invests in Investee Pools located within the United States and abroad. Investment Funds may trade on a number of foreign commodity exchanges. The Fund does not engage in the sales of goods or services.
(e)	Available Information.
	Not applicable.
(g)	Enforceability of Civil Liabilities Against Foreign Persons.
	Not applicable.
Item 1A. Risk Factors.
An investment in the Fund is speculative, involves a high degree of risk and is suitable only for persons who are able to assume the risk of losing their entire investment. Prospective investors in the Fund are expected to be aware of the substantial risks of investing in the highly speculative field of futures trading. Those who are not generally familiar with such risks are not suitable investors and should not consider investing in the Fund. The Managing Member wishes to emphasize the following particular risk factors relating to a purchase of each interest in the Fund, (each, a “Unit”).
Risk of loss is significant. An investor may incur significant losses on an investment in the Fund. The Managing Member cannot provide any assurance that investors will not lose all or substantially all of their investment.
Past performance records are not necessarily indicative of future trading results. Past performance records of the Fund, the Managing Member, the Investment Funds, and the Portfolio Managers are not necessarily indicative of future results.
Futures, forward and commodity interest contract trading is volatile. Trading in the futures, forward and commodity interest markets typically results in volatile performance. The performance records of the Investment Funds have exhibited a considerable degree of volatility.
The Fund’s trading is highly leveraged. The low margin deposits frequently required in futures, forward and commodity interest trading permit an extremely high degree of leverage. Investment Funds frequently may hold positions with a gross value several times in excess of the Fund’s Net Assets allocated to them. Consequently, even a slight movement in the prices of open positions could result in significant losses.
Markets may be illiquid or disrupted. Most United States futures exchanges limit fluctuations in some futures contract prices during a single day by regulations referred to as “daily limits.” During a single trading day no trades may be executed in such contracts at prices beyond the daily limit. Once the price of a futures contract has increased or decreased to the limit point, positions can be neither taken nor liquidated. Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent Portfolio Managers or the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses. Also, the CFTC or futures exchanges may suspend or limit trading. Trading on non-United States exchanges also may be subject to price fluctuation limits and are otherwise subject to periods of significant illiquidity. Trading in the forward currency markets is not subject to daily limits, although such trading also is subject to periods of significant illiquidity.
Forward trading is largely unregulated. None of the CFTC, NFA, futures exchanges or banking authorities directly regulates forward trading. Because a portion of the Investment Funds’ currency trading takes place in the forward markets, prospective investors must recognize that much of the Fund’s indirect investment activity takes place in unregulated markets rather than on futures exchanges subject to the jurisdiction of the CFTC or other regulatory bodies. Investment Fund deposits with the currency forward counterparties with which a Portfolio Manager trades are not protected by the same segregation requirements imposed on CFTC regulated commodity brokers in respect of customer funds deposited with them. Although the Portfolio Managers deal only with major financial institutions as currency forward counterparties, the insolvency or bankruptcy of a currency forward counterparty could subject the Investment Fund to the loss of its entire deposit with such counterparty. The forward markets are well established. However, it is impossible to predict how, given certain unusual market scenarios, the unregulated nature of these markets might affect the Fund’s investments in Investment Funds.

(f) Reports to Securities Holders. Not applicable. (g) Enforceability of Civil Liabilities Against Foreign Persons. Not applicable. Item IA. Risk Factors. An investment in the Fund is speculative, involves a high degree of risk and is suitable only for persons who are able to assume the risk of losing their entire investment. Prospective investors in the Fund are expected to be aware of the substantial risks of investing in the highly speculative field of futures trading. Those who are not generally familiar with such risks are not suitable investors and should not consider investing in the Fund. The Managing Member wishes to emphasize the following particular risk factors relating to a purchase of each interest in the Fund, (each, a “Unit”). Risk of loss is significant. An investor may incur significant losses on an investment in the Fund. The Managing Member cannot provide any assurance that investors will not lose all or substantially all of their investment. Past performance records are not necessarily indicative of future trading results. Past performance records of the Fund, the Managing Member, and the Investment Funds are not necessarily indicative of future results. Futures, forward and commodity interest contract trading is volatile. Trading in the futures, forward and commodity interest markets typically results in volatile performance. The performance records of the Investment Funds have exhibited a considerable degree of volatility.4

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~~The~~In ~~Fund’s~~respect of their forward trading, isthe ~~highly~~Investment ~~leveraged.~~Funds ~~The~~will ~~low~~be ~~margin~~subject ~~deposits~~to ~~frequently~~the ~~required~~risk inof ~~futures,~~the ~~forward~~inability ~~and~~or ~~commodity~~refusal ~~interest~~to ~~trading~~perform ~~permit~~with anrespect ~~extremely~~to ~~high~~such ~~degree~~contracts on the part of ~~leverage.~~the principals or agents with or through which the Investment Funds ~~frequently~~trade. ~~may~~Any ~~hold~~failure ~~positions~~or ~~with~~refusal ato ~~gross~~discharge ~~value~~their ~~several~~contractual ~~times~~obligations inby ~~excess~~the ofcounterparties ~~the~~with ~~Fund’s~~which ~~Net~~an ~~Assets~~Investment ~~allocated~~Fund todeals ~~them.~~on ~~Consequently,~~the ~~even~~forward amarkets, ~~slight~~whether ~~movement~~due into ~~the~~insolvency, ~~prices~~bankruptcy ofor ~~open~~other ~~positions~~causes, could ~~result~~subject inthe ~~significant~~Fund’s ~~losses.~~investment ~~Markets~~in ~~may~~that beInvestment ~~illiquid~~Fund orto ~~disrupted~~substantial losses. ~~Most~~The ~~United~~Portfolio ~~States~~Managers ~~futures~~generally ~~exchanges~~deal ~~limit fluctuations~~ in ~~some~~the ~~futures~~forward ~~contract~~markets ~~prices~~only ~~during~~with amajor ~~single~~financial ~~day~~institution bycounterparties ~~regulations~~which ~~referred~~they consider to asbe ~~“daily limits~~creditworthy.” ~~During~~However, adefaults ~~single~~have ~~trading~~occurred ~~day~~in nothe ~~trades~~forward ~~may~~markets, beand ~~executed~~the inrisk of such ~~contracts~~defaults atcannot ~~prices~~be ~~beyond~~eliminated from the ~~daily~~Investment ~~limit.~~Funds’ ~~Once~~trading, impacting the ~~price~~Fund’s ofinvestments. aForward ~~futures~~trading ~~contract~~is ~~has~~largely ~~increased~~unregulated. orNone ~~decreased~~of to the ~~limit~~CFTC, ~~point~~NFA, ~~positions~~futures ~~can~~exchanges beor ~~neither~~banking 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totrades ~~price~~are ~~fluctuation~~not ~~limits~~protected ~~and~~by ~~are~~the ~~otherwise~~same ~~subject~~segregation torequirements ~~periods~~imposed ofon ~~significant~~CFTC ~~illiquidity.~~regulated ~~Trading~~commodity brokers in ~~the~~respect ~~forward~~of ~~currency~~customer ~~markets~~funds isdeposited ~~not~~with ~~subject~~them. toAlthough ~~daily~~the ~~limits,~~Portfolio ~~although~~Managers ~~such~~deal ~~trading~~only ~~also~~with ismajor ~~subject~~financial toinstitutions ~~periods~~as ofcurrency ~~significant~~forward ~~illiquidity.~~counterparties, ~~Failure~~the ofinsolvency ~~brokerage~~or ~~firms~~bankruptcy ~~and~~of ~~forward~~a ~~market~~currency ~~participants~~forward counterparty could ~~adversely~~subject ~~affect~~ the Investment Fund. ~~The~~to ~~Commodity~~the ~~Exchange~~loss ~~Act,~~of asits ~~amended,~~entire ~~requires~~deposit awith ~~clearing~~such ~~broker~~counterparty. toAlthough ~~segregate~~the ~~funds~~forward ~~received~~markets ~~from~~are ~~such~~well ~~broker’s~~established, ~~customers~~it inis ~~respect~~impossible ofto ~~futures~~predict ~~(but~~how, ~~not~~given ~~forward)~~certain ~~transactions.~~unusual Ifmarket ~~any~~scenarios, the unregulated nature of these markets might affect the Fund’s investments in Investment Funds’. ~~commodity~~Over-the-Counter ~~brokers~~(“OTC”) ~~were~~trading ~~not~~involves tocounterparty risks that do sonot toexist ~~the~~in ~~full~~futures ~~extent~~trading ~~required~~on byexchanges. ~~law,~~Unlike orfutures incontracts, over-the-counter ~~event~~“spot” ofand aforward ~~substantial~~contracts ~~default~~are byentered ~~one~~into orbetween ~~more~~private ofparties ~~such~~off ~~broker’s~~an ~~other~~exchange ~~customers,~~and ~~the~~are ~~assets~~not ofregulated by the ~~Fund~~CFTC ~~allocated~~or toby ~~that~~any ~~Investment~~other ~~Fund~~U.S. ~~might~~or ~~not~~foreign begovernmental ~~fully~~agency. ~~protected~~Due into the ~~event~~fact ofthat ~~the~~such ~~bankruptcy~~contracts ofare ~~such~~not ~~broker.~~traded ~~Furthermore,~~on inan exchange, the ~~event~~performance of ~~such~~those acontracts ~~bankruptcy,~~is ~~the~~not ~~Investment~~guaranteed ~~Fund~~by ~~would~~an beexchange ~~limited~~or toits ~~recovering~~clearinghouse ~~only~~and athe ~~pro~~Fund ~~rata~~is ~~share~~at ofrisk ~~all~~with ~~available~~respect ~~funds~~to ~~segregated~~the onability ~~behalf~~ of the ~~affected~~counterparty ~~commodity~~to ~~broker’s~~perform ~~combined~~on ~~customer~~the ~~accounts~~contract, ~~even~~including ~~though~~the ~~certain~~creditworthiness ~~property~~of ~~specifically~~the ~~traceable~~counterparty. toTrading in the ~~Investment~~over-the-counter ~~Fund~~foreign ~~(for~~exchange ~~example~~markets is not regulated; therefore, ~~United~~there ~~States~~are ~~Treasury~~no ~~bills~~specific standards or ~~cash~~regulatory ~~deposited~~supervision byof ~~the~~trade ~~Fund~~pricing ~~with~~and ~~such~~other ~~broker)~~trading ~~was~~activities ~~held~~that byoccur ~~such~~in ~~broker~~those markets. ~~Commodity~~The ~~broker~~Dodd-Frank ~~bankruptcies~~Wall ~~have~~Street ~~occurred~~Reform inand ~~which~~Consumer ~~customers~~Protection ~~were~~Act ~~not~~(the ~~able~~“Dodd-Frank toAct”) ~~recover~~will ~~from~~affect the ~~broker’s~~manner ~~estate~~in ~~the~~which ~~full~~certain ~~amount~~OTC ofswap ~~their~~transactions ~~funds~~are ontraded ~~deposit~~and ~~with~~the ~~such~~credit ~~broker~~risk ~~and~~associated ~~owing~~with tosuch ~~them~~trading. ~~Commodity~~Depending ~~broker~~upon ~~bankruptcies~~actions ~~are~~taken ~~not insured~~ by ~~any~~regulatory ~~governmental agency~~authorities, ~~and~~these ~~investors~~changes ~~would~~may ~~not~~also ~~have~~affect the ~~benefit~~manner of ~~any~~trading ~~protection~~of ~~such~~OTC asforeign currency transactions. Transactions that ~~afforded~~have ~~customers~~been ofentered ~~bankrupt~~into ~~securities~~prior ~~broker/dealers~~to byimplementation of the ~~Securities~~provisions ~~Investors~~of ~~Protection~~the ~~Corporation.~~Dodd-Frank InAct ~~respect~~will ofremain ~~their~~in ~~forward~~effect. ~~trading~~Accordingly, even after the ~~Investment~~new ~~Funds~~regulatory ~~will~~framework beis ~~subject~~fully toimplemented, the ~~risk~~risks of ~~the~~OTC ~~inability~~foreign orexchange ~~refusal~~transactions will continue to ~~perform~~be considerations with respect to ~~such~~transactions ~~contracts~~entered oninto prior to the ~~part~~implementation of the ~~principals~~provisions orof ~~agents~~the ~~with~~Dodd-Frank orAct. ~~through~~The ~~which~~implementation ~~the~~of ~~Investment~~these ~~Funds~~provisions ~~trade.~~could ~~Any~~adversely ~~failure~~affect orthe ~~refusal~~Fund toby ~~discharge~~increasing ~~their~~transaction ~~contractual~~and ~~obligations~~compliance bycosts. ~~the~~Trading ~~counterparties~~swaps ~~with~~creates ~~which~~distinctive anrisks. ~~Investment~~The Fund ~~deals~~currently ondoes ~~the~~not ~~forward~~trade ~~markets~~in certain swaps, ~~whether~~but ~~due~~may todo ~~insolvency,~~so ~~bankruptcy~~in orthe ~~other~~future. ~~causes~~Currently, ~~could~~swaps ~~subject~~are ~~the~~not ~~Fund’s~~traded ~~investment~~on inexchanges ~~that~~and ~~Investment~~are ~~Fund~~not subject to ~~substantial~~the ~~losses.~~same ~~The~~type ~~Portfolio~~of ~~Managers~~government ~~generally~~regulation ~~deal~~as inexchange ~~the forward~~ markets. ~~only~~As ~~with~~a ~~major~~result, ~~financial~~many ~~institution~~of ~~counterparties~~the ~~which~~protections ~~they~~afforded ~~consider~~ to beparticipants ~~creditworthy.~~on ~~However,~~organized ~~defaults~~exchanges ~~have~~and ~~occurred~~ in ~~the~~a ~~forward~~regulated ~~markets,~~environment ~~and~~are ~~the~~not ~~risk~~available ofin ~~such~~connection ~~defaults~~with ~~cannot~~these betransactions. ~~eliminated~~The ~~from~~swap ~~the~~markets ~~Investment~~are ~~Funds~~“principals’ ~~trading~~markets,” ~~impacting~~in ~~the~~which ~~Fund’s~~performance ~~investments.~~with ~~Forward~~respect ~~trading~~to a swap is ~~largely~~the ~~unregulated.~~responsibility ~~None~~only of the ~~CFTC,~~counterparty ~~NFA,~~to ~~futures~~the ~~exchanges~~contract, orand ~~banking~~not ~~authorities~~of ~~directly~~any ~~regulates~~exchange ~~forward~~or ~~trading~~clearinghouse. ~~Because~~To athe ~~portion~~extent of the ~~Investment~~Fund ~~Funds’~~trades ~~currency~~swaps, ~~trading~~it ~~takes~~will ~~place~~be insubject to the ~~forward~~risk ~~markets,~~of ~~prospective~~the ~~investors~~inability ~~must~~or ~~recognize~~refusal ~~that~~to ~~much~~perform ofwith ~~the~~respect ~~Fund’s~~to ~~indirect~~swaps ~~investment~~on ~~activity~~the ~~takes~~part ~~place~~of inthe ~~unregulated~~counterparties, ~~markets~~and ~~rather~~until ~~than~~such ontime ~~futures~~as ~~exchanges~~these ~~subject~~transactions toare ~~the~~cleared ~~jurisdiction~~or ofguaranteed ~~the~~by ~~CFTC~~an orexchange, ~~other~~the ~~regulatory~~Fund ~~bodies.~~will ~~Investment~~be ~~Fund~~subject ~~deposits~~to ~~with~~ the ~~currency~~risk ~~forward~~of ~~counterparties~~counterparty ~~with~~default ~~which~~on aits ~~Portfolio~~swaps. ~~Manager~~In ~~trades~~some ~~are~~swap ~~not~~transactions ~~protected by~~ the ~~same~~counterparty ~~segregation~~may ~~requirements~~require ~~imposed~~the onFund ~~CFTC~~to ~~regulated~~deposit ~~commodity~~collateral ~~brokers~~to insupport ~~respect~~the ofFund’s ~~customer~~obligations ~~funds~~under ~~deposited~~a ~~with~~swap ~~them~~agreement. ~~Although~~If the ~~Portfolio~~counterparty ~~Managers~~to ~~deal~~such ~~only~~a ~~with~~swap ~~major~~defaults, ~~financial~~the ~~institutions~~Fund aswould ~~currency~~lose ~~forward counterparties,~~ the ~~insolvency~~net oramount ~~bankruptcy~~ of apayments ~~currency~~that ~~forward~~the ~~counterparty~~Fund ~~could~~is ~~subject~~contractually ~~the~~entitled ~~Investment~~to ~~Fund~~receive toand ~~the~~could ~~loss~~lose, ofin ~~its~~addition, ~~entire~~any ~~deposit~~collateral deposits made with ~~such~~the counterparty. ~~The~~There ~~forward markets~~ are ~~well~~no ~~established.~~limitations ~~However,~~on itdaily isprice ~~impossible~~movements toin ~~predict~~swaps. ~~how,~~Speculative ~~given~~position ~~certain~~limits ~~unusual~~are ~~market~~not ~~scenarios,~~applicable ~~the~~to ~~unregulated~~swaps. ~~nature~~Participants ofin ~~these~~the swap markets ~~might~~are ~~affect~~not ~~the~~required ~~Fund’s~~to ~~investments~~make continuous markets in ~~Investment~~the ~~Funds~~swaps they trade.

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~~The~~However, ~~recently~~the ~~enacted~~regulation ~~Dodd-Frank~~of ~~Wall~~swaps ~~Street~~may ~~Reform~~be ~~and~~subject ~~Consumer~~to ~~Protection~~substantial ~~Act~~change ~~will~~under ~~affect~~recently-enacted ~~the~~legislation ~~manner~~and inpending ~~which~~regulatory ~~certain~~action. ~~OTC~~It ~~swap~~is ~~transactions~~not ~~are~~known ~~traded~~exactly ~~and~~how ~~the~~such ~~credit~~changes ~~risk~~will ~~associated~~impact ~~with~~existing ~~such~~swaps ~~trading~~positions. ~~The~~These ~~general~~new ~~effective~~requirements, ~~date~~however, ofwill alter the ~~derivatives~~manner ~~portion~~in ofwhich swaps will be traded. Under the Dodd-Frank Act, ismany ~~one~~commodity ~~year~~swaps ~~following~~will ~~its~~be ~~enactment.~~required ~~Any~~to ~~changes~~be ~~will~~cleared ~~likely~~through ~~impact~~clearing ~~the~~houses ~~way~~and ~~swaps~~executed ~~are~~on ~~traded~~designated ~~and~~contract ~~could~~markets ~~impact~~or ~~the~~swap ~~trading~~execution ~~strategy~~facilities. ofSecurity-based ~~the~~swaps ~~trust,~~will asbe ~~well~~subject to similar requirements as ~~make~~will itapply ~~more~~to ~~expensive~~commodity swaps. Additional regulatory requirements will apply to ~~trade~~all swaps. Options trading can be more volatile than futures trading. The Portfolio Managers have traded futures and forward options in the past and may trade such instruments in the future. Although successful options trading requires many of the same skills as successful futures and forward trading, the risks involved are somewhat different. For example, the assessment of near-term market volatility –- which is directly reflected in the price of outstanding options –- can be of much greater significance in trading options than it is in many long-term futures strategies. The use of options can be extremely expensive if market volatility is incorrectly predicted. Stop-Loss orders may not prevent large losses. Certain of the trading advisors may use stop-loss orders. Such stop-loss orders may not effectively prevent substantial losses, and depending on market factors at the time, may not be able to be executed at such stop-loss levels. No risk control technique can assure that large losses will be avoided. Trading on non-U.S. futures exchanges presents greater risk than trading on U.S. futures exchanges. The ~~Portfolio~~Investment ~~Managers~~Funds may trade on futures exchanges outside the United States. Trading on such exchanges is not regulated by any United States government agency and may involve certain risks not applicable to trading on United States exchanges. For example, some non-U.S. exchanges, in contrast to United States exchanges, are “principals’ markets” similar to the forward markets in which performance is the responsibility only of the individual exchange member with whom the Investment Fund has entered into a futures contract and not of any exchange or clearing corporation. In such cases, the Investment Fund will be subject to the risk of the inability or refusal to perform with respect to the individual exchange member with whom the Investment Fund has entered into a futures contract. Trading on foreign exchanges involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums, exchange or investment controls and political or diplomatic disruptions, each of which might materially adversely affect an Investment Fund’s trading activities. In trading on foreign exchanges, the Investment Fund is also subject to the risk of changes in the exchange rates between the United States dollar and the currencies in which the foreign contracts are settled. The Fund will incur substantial charges which will reduce profits. The Fund is obligated to pay the Managing Member Management Fees and Administrative Fees regardless of whether the Fund is profitable. In addition, the Managing Member receives, with respect to each Unit, an Incentive Allocation equal to the applicable percentage of New Net Profits earned with respect to such Unit. Stated generally, New Net Profits are based upon the increase in value of each Unit at the end of each month including any unrealized appreciation in open futures, forward and commodity interest positions and positions in Investee Pools. Each Class is also subject to its pro rata share of the management fee, incentive fee and other fees of the Investee Pools. Forward trading is conducted in a principals’ market in which counterparties buy and sell currencies among each other, including a “bid-ask” spread in their pricing. Institutions trading in such markets do not pay brokerage commissions in addition to such spreads. It is not possible to quantify the “bid-ask” spreads paid by the Portfolio Managers in respect of its currency trading because it is not possible for the Portfolio Manager to know what, if any, profit its counterparty is making on the forward trades into which it enters. However, these spreads represent a significant direct or indirect execution cost to the Fund. Trading decisions based on technical systems rely on market movements to be effective. Allocation decisions of the Portfolio Managers may not be determined by analysis of fundamental supply and demand factors, general economic factors or anticipated world events, but by technical trading systems involving trend analysis and other factors and the money management principles developed by the Portfolio Managers and their affiliates. The profitability of any trading system involving technical trend analysis depends upon the occurrence in the future of significant sustained price moves in at least some of the markets traded. Without such sustained price moves in at least some of the markets traded, the Portfolio Managers’ trend-following systems are unlikely to produce profits and the Fund could suffer significant losses. The Managing Member believes that investors should consider the Units as a medium- to long-term investment (three years or more) to permit the trading method to function over a significant period.

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Trading decisions based on technical systems rely on market movements to be effective. Allocation decisions of the Portfolio Managers may not be determined by analysis of fundamental supply and demand factors, general economic factors or anticipated world events, but by technical trading systems involving trend analysis and other factors and the money management principles developed by the Portfolio Managers and their affiliates. The profitability of any trading system involving technical trend analysis depends upon the occurrence in the future of significant sustained price moves in at least some of the markets traded. Without such sustained price moves in at least some of the markets traded, the Portfolio Managers’ trend-following systems are unlikely to produce profits and the Fund could suffer significant losses. The Managing Member believes that investors should consider the Units as a medium- to long-term investment (three years or more) to permit the trading method to function over a significant period. Discretionary aspects of the Portfolio Managers’ strategies may result in unprofitable trades. Although the Portfolio Managers generally apply highly systematic strategies, these strategies retain certain discretionary aspects. Decisions, for example, to adjust the size of positions indicated by the systematic strategies, which futures contracts to trade and method of order entry require judgmental input from the Portfolio Managers’ principals. Discretionary decision-making may result in the Portfolio Managers making unprofitable trades in situations when a more wholly systematic approach would not have done so. Technical trading systems may detrimentally alter historical trading patterns or affect the execution of trades. There has been, in recent years, a substantial increase in interest in technical futures trading systems, particularly trend-following systems. As the capital under the management of trading systems based on the same general principles increases, an increasing number of traders may attempt to initiate or liquidate substantial positions at or about the same time as the Investment Funds or the Fund, or otherwise alter historical trading patterns or affect the execution of trades, to the significant detriment of the Investment Funds and/or the Fund. Although the Investment Funds and the Fund are as likely to be profitable as unprofitable in up or down markets, there is some tendency for managed futures products –- particularly those managed by systematic, trend-following advisors –- to perform similarly during the same or approximately the same periods. Prospective investors must recognize that, irrespective of the skill and expertise of the Managing Member and the Portfolio Managers, the success of the Fund may be substantially dependent on general market conditions over which the Managing Member and the Portfolio Managers have no control. In addition, there has been an increase in the use of trading systems employing counter-trend techniques that attempt to profit from the wide use of trend following systems by running stop points or otherwise. The increased use of such techniques could alter trading patterns that the Managing Member and the Portfolio Managers attempt to exploit to the detriment of the Fund. The Investment Funds and Portfolio Managers may modify their trading methods without approval by or notice to the Managing Member. Modifications may include changes in or substitution of technical trading systems, risk control overlays, money management principles and markets traded and introduction of non-technical factors and methods of analysis and non-trend-following technical systems and methods of analysis. The trading systems to be utilized by the Investment Funds and Portfolio Managers are proprietary and confidential. There is the potential for a lack of diversification among Portfolio Managers. Although the Managing Member intends to invest the Fund’s capital with a number of Portfolio Managers, it is possible that certain or all of such Portfolio Managers may utilize similar or overlapping investment strategies. Portfolio Managers utilizing similar specialized strategies may hold identical investments. As a result, the Fund may at any time hold a few relatively large (in relation to its capital) investments with the result that a loss in any such position could have a material adverse impact on the Fund’s capital. Investors in the Fund may not be informed of changes in allocations to Investment Funds. The Managing Member expects from time to time to change the percentage of Fund assets allocated to each Investment Fund. The Fund may not be required, under certain circumstances, to notify Members of changes in allocations. In addition, the Fund will be required to change allocations if it receives additional subscriptions during periods when certain Investment Funds are no longer accepting additional funds (for example, because of capacity restrictions). In that case, the additional capital would either have to be allocated to those Investment Funds (if any) that were accepting additional funds, which would alter the respective percentages of the Fund’s assets allocated to particular Investment Funds, or the Fund would have to place some or all of the additional capital with new Investment Funds or make direct investments. Therefore, the Fund’s success may depend not only on the current Investment Funds and the Managing Member’s ability to allocate Fund assets successfully among those Investment Funds, but also the ability to identify new Portfolio Managers and Investment Funds. Investing in Investment Funds poses risks of inadequate information and limited liquidity. Although the Managing Member will attempt to monitor the performance of each Investment Fund, the Fund will not receive information regarding the actual investments made by the Investment Funds and must ultimately rely on (i) the CPO and CTA of each Investment Fund to operate in accordance with the investment strategy or the guidelines laid out by the CPO and CTA of the Investment Fund, and (ii) the accuracy of the information provided to the Fund by the CPO and CTA of the Investment Fund. If the CPO and CTA of an Investment Fund does not operate and manage such pool in accordance with the investment strategy or guidelines specified for such pool, or if the information furnished by an Investment Fund is not accurate, the Fund might sustain losses with respect to its investment in such Investment Fund despite the Managing Member’s attempts to monitor such Investment Fund.

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Investors in the Fund may not be informed of changes in allocations to Investment Funds. The Managing Member expects from time to time to change the percentage of Fund assets allocated to each Investment Fund. The Fund may not be required, under certain circumstances, to notify Members of changes in allocations. In addition, ~~the Fund will be required to change allocations if it receives additional subscriptions during periods when certain~~ Investment Funds are no longer accepting additional funds (for example, because of capacity restrictions). In that case, the additional capital would either have to be allocated to those Investment Funds (if any) that were accepting additional funds, which would alter the respective percentages of the Fund’s assets allocated to particular Investment Funds, or the Fund would have to place some or all of the additional capital with new Investment Funds or make direct investments. Therefore, the Fund’s success may depend not only on the current Investment Funds and the Managing Member’s ability to allocate Fund assets successfully among those Investment Funds, but also the ability to identify new Portfolio Managers and Investment Funds. Investing in Investment Funds poses risks of inadequate information and limited liquidity. Although the Managing Member will attempt to monitor the performance of each Investment Fund, the Fund will not receive information regarding the actual investments made by the Investment Funds and must ultimately rely on (i) the CPO and CTA of each Investment Fund to operate in accordance with the investment strategy or the guidelines laid out by the CPO and CTA of the Investment Fund, and (ii) the accuracy of the information provided to the Fund by the CPO and CTA of the Investment Fund. If the CPO and CTA of an Investment Fund does not operate and manage such pool in accordance with the investment strategy or guidelines specified for such pool, or if the information furnished by an Investment Fund is not accurate, the Fund might sustain losses with respect to its investment in such Investment Fund despite the Sub-Advisor’s and the Managing Member’ attempts to monitor such pool. In addition, Investment Funds may have restrictions in their governing documents that limit the Fund’s ability to withdraw funds from or invest in the pool. The Fund’s ability to withdraw funds from or invest funds in Investment Funds with such restrictions will be limited and such restrictions will limit flexibility to reallocate such assets among Investment Funds or to honor Member redemptions. There ~~exists~~is a ~~risk of~~ lack of limited liability when investing in managed accounts. From time to time, the Fund may establish and invest in separately managed accounts managed by Portfolio Managers, as opposed to investing in Investee Pools. Separately managed accounts are typically not subject to the limitations on liability of investors generally offered by Investee Pools. Accordingly, the Fund would be subject to the risk of losses beyond its allocation of assets to such account and, potentially, could lose all of its assets as the result of its investment in such account. To minimize this risk, the Managing Member has established a number of trading companies (limited liability companies formed in Delaware) through which assets would be allocated to Managed Accounts. Incentive compensation for Portfolio Managers may result in more risky or speculative investments. The governing documents of the Investment Funds generally will provide for the Fund’s payment, as an investor in the Investment Fund, of fees or allocations of profits to the Portfolio Manager based upon appreciation, including unrealized appreciation, in the value of the Fund’s investment in the Investment Fund, but without penalties for realized losses or decreases in value of the Fund’s investment. The Portfolio Manager’s compensation or profit share may be determined separately for each quarter or each year, although losses in a quarter or year are often carried forward to subsequent quarters or years in determining the payment for such quarter or year. A Portfolio Manager’s incentive compensation arrangements may give the Portfolio Manager an incentive to make more risky or speculative investments. Incentive fees may be paid to Portfolio Managers even though the Fund sustains trading losses. The incentive fees or allocations payable in respect of each Investment Fund are assessed individually based on the performance of each respective Investment Fund, irrespective of the overall performance of the Fund. Moreover, incentive fees and allocations are generally calculated based on the Fund’s total investment in an Investment Fund, not on the basis of each separate investment by the Fund in each Investment Fund. In view of the foregoing, it is possible that the Fund may be required to pay certain Portfolio Managers incentive fees or allocations, which could be substantial, even though the Fund as a whole was not profitable. Speculative position limits may be exceeded by the Portfolio Managers. The CFTC and United States exchanges have established limits referred to as “position limits” on the maximum net long or net short speculative futures position which any person may hold or control in particular futures contracts. Generally, banks and dealers do not impose such limits with respect to forward contracts in currencies. All futures accounts managed by the Portfolio Managers and their affiliates are combined for position limit purposes. With respect to trading in futures contracts subject to position limits (for example, corn, wheat, cotton, soybeans, soybean meal and oil), the Portfolio Managers may reduce the size of the positions which would otherwise be taken for the Investment Funds or the Fund to avoid exceeding the limits. If position limits are exceeded by the Portfolio Managers in the opinion of the CFTC or any other regulatory body, exchange or board, the Portfolio Managers generally will liquidate positions in all accounts under their management, including the Investment Funds or the Fund, as nearly as possible in proportion to respective amounts of equity in each account to the extent necessary to comply with applicable position limits. The Dodd-Frank Act required the CFTC to adopt speculative position limits in certain commodities across futures markets, OTC transactions that perform a significant price discovery function and contracts traded on a foreign board of trade having direct market access from the U.S. that settle against the price of futures contracts traded on a U.S. market. The CFTC has adopted such limits with respect to certain agricultural, energy, and metal contracts. Such proposals and limits are subject to change and may adversely affect the profitability of the Fund.

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Speculative position limits may be exceeded by the Portfolio Managers. The CFTC and United States exchanges have established limits referred to as “position limits” on the maximum net long or net short speculative futures position which any person may hold or control in particular futures contracts. Generally, banks and dealers do not impose such limits with respect to forward contracts in currencies. All futures accounts managed by the Portfolio Managers and their affiliates are combined for position limit purposes. With respect to trading in futures contracts subject to position limits (for example, corn, wheat, cotton, soybeans, soybean meal and oil), the Portfolio Managers may reduce the size of the positions which would otherwise be taken for the Investment Funds or the Fund to avoid exceeding the limits. If position limits are exceeded by the Portfolio Managers in the opinion of the CFTC or any other regulatory body, exchange or board, the Portfolio Managers generally will liquidate positions in all accounts under their management, including the Investment Funds or the Fund, as nearly as possible in proportion to respective amounts of equity in each account to the extent necessary to comply with applicable position limits. The Dodd-Frank Act also requires the CFTC to adopt speculative position limits in certain commodities across futures markets. OTC transactions that perform a significant price discovery function and contracts traded on a foreign board of trade having direct market access from the U.S. that settle against the price of futures contracts traded on a U.S. market. Such limits may adversely affect the profitability of the Fund. Conflicts of interest may exist with other clients of the Portfolio Managers, the Managing Member, and their affiliates. The Portfolio Managers, the Managing Member, and the Investment Committee Members manage futures and forward accounts or Investment Funds other than the Fund, including, possibly, accounts in which the Portfolio Managers, the Managing Member, and the Investment Committee Members, their principals and employees have significant investments. The Portfolio Managers, the Managing Member, and the Investment Committee Members and their affiliates may manage additional accounts in the future. It is possible that such accounts may be in competition with the Fund for the same or similar positions in the futures and forward markets. The Portfolio Managers generally will use similar trading methods for the Fund and all other systematic accounts that the Portfolio Managers and their affiliates manage. The Portfolio Managers will not knowingly or deliberately use systems for any account that are inferior to systems employed for any other account or favor any account over any other account. No assurance is given, however, that the results of the Fund’s trading will be similar to that of other accounts concurrently managed by the Portfolio Managers or their affiliates. An increase in the assets managed by the Portfolio Managers may adversely affect trading strategies and performance. The Portfolio Managers have not agreed to limit the amount of additional equity which they may manage. The rates of return achieved by investment advisors often tend to degrade as assets under management increase. There can be no assurance that the Portfolio Managers’ strategies will not be adversely affected by additional equity, including the Fund’s account, accepted by the Portfolio Managers. Portfolio Managers and the Managing Member depend on the services of key personnel. Despite the systematic methods used by many of the Portfolio Managers, the Managing Member and the Investment Committee, they are dependent on the services of a limited number of key persons. The loss of any of such persons could make it more difficult for the Portfolio Managers, the Managing Member and the Investment Committee to continue to manage Investment Funds or the Fund. Investors have limited ability to liquidate an investment in the Fund. An investment in the Fund cannot be immediately liquidated by a Member. Units may be transferred only under very limited circumstances and no market for Units will exist at any time. A Member can liquidate such Member’s investment through redemption of the Units. A Member may redeem all or a portion of such Member’s Units as of the last day of any month on ten days’ written notice to the Managing Member. Because notices of redemption must be submitted significantly in advance of the actual redemption date, the value received upon redemption may differ significantly from the value of the Units at the time a decision to redeem is made. Furthermore, because redemptions only are permitted at month-end, investors are not able to select the value, or even the approximate value, at which they will redeem their Units. The Managing Member has the authority to suspend or defer the payment of redemptions in certain extraordinary circumstances when the Managing Member believes doing so would be in the best interest of the Fund, the Members or the redeeming Members. Such circumstances may include extremely large redemption requests, a suspension or deferral of the calculation of the NAV of the Investment Funds, or an inability for the Fund to redeem its investments in the Investment Funds.

~~-9-~~Conflicts of interest are inherent in the operation of the Fund. The Fund will be subject to a number of actual and potential conflicts of interest. Such conflicts may include, among other things, the possibility of the Portfolio Managers, the Managing Member, the Investment Committee, a commodity broker for an Investment Fund or the Fund, or any of their respective affiliates favoring other customer accounts or their own proprietary trading in certain respects over that of the Fund. Members will not participate in management. Purchasers of Units will not be entitled to participate in the management of the Fund or the conduct of its business. The Fund is not a Registered Investment Company. The Fund is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, investors will not have the protections afforded by the Investment Company Act (which, among other matters, requires investment companies to have a majority of disinterested directors and regulates the relationship between the advisor and the investment company).

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The Managing Member has the authority to suspend or defer the payment of redemptions in certain extraordinary circumstances when the Managing Member believes doing so would be in the best interest of the Fund, the Members or the redeeming Members. Such circumstances may include extremely large redemption requests, a suspension or deferral of the calculation of the NAV of the Investment Funds, or an inability for the Fund to redeem its investments in the Investment Funds. Conflicts of interest are inherent in the operation of the Fund. The Fund will be subject to a number of actual and potential conflicts of interest. Such conflicts may include, among other things, the possibility of the Portfolio Managers, the Managing Member, the Investment Committee, a commodity broker for an Investment Fund or the Fund, or any of their respective affiliates favoring other customer accounts or their own proprietary trading in certain respects over that of the Fund. Members will not participate in management. Purchasers of Units will not be entitled to participate in the management of the Fund or the conduct of its business. An investment in the Fund may expose investors to complex tax considerations. An investment in the Fund may present complex tax considerations for investors. Partnership treatment is not assured. There is a risk that the Fund, having more than 100 Members, may be treated as a “publicly traded partnership” taxable as a corporation for federal income tax purposes. Nevertheless, the Fund in all events will be treated as a partnership for federal income tax purpose so long as at least 90% of its annual gross income consists of “qualifying income” as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Federal Income Tax Regulations promulgated thereunder (the “Regulations”) ~~thereunder~~. The Managing Member believes it is likely, but not certain, that the Fund will meet the qualifying income test. If the Fund were to be treated as a corporation instead of as a partnership for federal income tax purposes, (i) the net income of the Fund would be taxed at corporate income tax rates, thereby substantially reducing its profitability, (ii) Members would not be allowed to deduct their share of Fund losses and (iii) distributions to Members, other than liquidating distributions, would constitute dividends to the extent of the current or accumulated earnings and profits of the Fund, and would be taxable as such. ~~Income~~You may have tax liability isattributable ~~anticipated~~ to ~~exceed~~your interest in the Fund even if you have received no distributions and redeemed no units and even if the Fund generated a loss. ~~Members~~If ~~will~~the beFund has profit for a taxable onyear, ~~their~~the ~~allocable~~profit ~~share~~will ofbe ~~Fund~~included in your taxable income, whether or not ~~any~~cash ~~amounts~~or ~~have~~other ~~been~~property oris ~~will~~actually be distributed to ~~them~~you by the Fund. ~~There~~The isManaging noMember ~~present~~presently ~~intention~~does not intend to make any distributions from the Fund. Accordingly, it is anticipated that ~~Members~~federal ~~will~~income ~~incur~~taxes ~~tax~~on ~~liabilities~~your asallocable ashare ~~result~~of the Fund’s profits will exceed the amount of ~~being~~distributions ~~allocated~~to you, if any, for a taxable ~~income~~year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Fund, ~~even~~may ~~though~~have capital losses from trading activities that cannot be deducted against the Fund’s ~~will~~ordinary ~~not~~income ~~make~~(e.g., ~~current~~interest ~~cash~~income, ~~distributions~~periodic ~~with~~net ~~which~~swap payments) so that you may have to pay ~~such~~ taxes on ordinary income even if the Fund generates a net loss. There ~~exists~~is the possibility of a tax audit. The Fund’s tax returns ~~might~~could be audited by a taxing authority. An audit could result in adjustments to the Fund’s tax returns. If an audit results in an adjustment to the Fund’s tax returns, Members ~~may~~could be required to file amended returns and to pay additional taxes plus interest. Tax deductions are limited. A Member’s ability to claim a current deduction for certain expenses and losses, including capital losses of the Fund, is subject to various limitations. Deductibility of passive activity losses is limited. Applicable U.S. federal income tax regulations treat all Fund income, gains and losses allocable to non-corporate (and certain corporate) Members as non-passive activity income, gains and losses. Accordingly, such Members will be unable to offset their passive activity losses from other investments against their income from this investment, but Fund losses will not be subject to the limitations imposed on the deductibility of passive activity losses. There is a risk of incurring unrelated business taxable income. Income derived by the Fund from “debt-financed property” will be treated as unrelated business taxable income (“UBTI”), which is taxable to a tax-exempt organization. Although not currently anticipated, it is possible that a Portfolio Manager might acquire debt-financed property. Therefore, this investment might not be suitable for certain tax-exempt investors seeking to avoid UBTI. Schedules K-1 may be delayed. The Fund will attempt to, but cannot assure that it will be able to, provide a final Schedule K-1 to Members for any given calendar year by April 15 of the following year. In the event that it is not able to do so, the Fund will endeavor to provide estimates of the taxable income or loss allocated to Members on or before April 15. Accordingly, Members may be required to obtain an extension of the filing date for their income tax returns at the federal, state and local levels. Tax laws are subject to change at any time, including already enacted changes scheduled to take effect in 2013. Tax laws, and court and IRS interpretations thereof, are subject to change at any time, possibly with retroactive effect. For example, various tax rate reductions for non-corporate taxpayers enacted in 2001 and 2003 are scheduled to expire for taxable years beginning after December 31, 2012. Further, the maximum ordinary income rates for non-corporate taxpayers are scheduled to increase from 35% to 39.6%, and the maximum long-term capital gains rates are scheduled to increase from 15% to 20%. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisers.

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~~There exists a risk of incurring unrelated business taxable income. Income derived by the Fund from “debt~~Non-~~financed property” will be treated as unrelated business taxable income (“UBTI”), which is taxable to a tax-exempt organization~~U. ~~Although not currently anticipated, it is possible that a Portfolio Manager might acquire debt-financed property~~S. ~~Therefore,~~investors ~~this~~may ~~investment~~face isexchange ~~not~~rate ~~suitable~~risk ~~for charitable remainder trusts,~~ and ~~might~~local ~~not be suitable for certain other~~ tax~~-exempt~~ ~~investors seeking to avoid UBTI~~consequences. ~~Schedule K~~Non-~~1 may be delayed~~U.S. ~~The~~investors ~~Fund~~should ~~will~~note ~~attempt to, but cannot assure~~ that itUnits ~~will~~are bedenominated ~~able~~in ~~to,~~U.S. ~~provide~~dollars aand ~~final~~that ~~Schedule~~changes ~~K-1~~in torates ~~Members for any given calendar year by April 15~~ of ~~the~~exchange ~~following~~between ~~year.~~currencies Inmay ~~the~~cause ~~event that it is not able to do so,~~ the ~~Fund~~value ~~will endeavor to provide estimates~~ of ~~the~~their ~~taxable~~investment ~~income or loss allocated~~ to ~~Members~~decrease on or ~~before~~to ~~April~~increase. 15Non-U.S. ~~Accordingly,~~investors ~~Members~~should ~~may~~consult ~~be required to obtain an extension of the filing date for~~ their ~~income~~own tax ~~returns~~advisors atconcerning the ~~federal,~~applicable ~~state and local levels~~U. ~~Changes in the tax code are possible~~S. Inand ~~recent~~foreign ~~years, the United States federal income~~ tax ~~law~~implications ~~has undergone repeated and substantial changes, a number~~ of ~~which~~this ~~have been materially adverse, or potentially materially adverse, to~~ investment ~~partnerships~~. ~~It is impossible to predict what the effect of future changes in the Code will be on an investment in the Fund.~~ Certain Investment Funds are exempt from registration. The Fund may invest in Investment Funds which operate in a manner so as to be exempt the Portfolio Manager from registration as a commodity pool operator pursuant to CFTC ~~Rule~~Regulation 4.13(a)(4). Such exempt Investment Funds are therefore not required to deliver a disclosure document and a certified annual report to participants in the Investment Fund. Therefore, the information regarding such investment will not have the same regulatory oversight as if the Investee Pool were required to register. Regulation of the Fund is limited. Although the Fund and the Managing Member are subject to regulation by the CFTC, the Fund is not registered under the Investment Company Act of 1940. Investors are, therefore, not accorded the protection provided by such legislation. Future regulatory and market changes may be material and adverse to the Fund. The regulation of the United States commodities markets has undergone substantial change in recent years, a process which is expected to continue. In addition, a number of substantial regulatory changes are pending or in progress in certain foreign markets. The effect of regulatory change on the Fund is impossible to predict but could be material and adverse. Some concern has been expressed by various governmental authorities that the impact of speculative pools of capital, such as the Fund, on international currency trading is making it significantly more costly and difficult for central banks and governments to influence exchange rates. This and similar concerns could lead to pressure to restrict the access of speculative capital to these markets. In addition to regulatory changes, the economic features of the markets to be traded by the Fund have undergone, and are expected to continue to undergo, rapid and substantial changes as new strategies and instruments have been introduced. Furthermore, the number of participants, particularly institutional participants, in the futures and forward markets appears to have expanded substantially. There can be no assurance as to how the Managing Member will perform given the changes to, and increased competition in, the marketplace. Conflicts of Interest of the Managing Member. The Managing Member has a conflict of interest in determining whether to make distributions to the Members, as the Managing Member earns fees on the Net Assets of the Fund. Due in part to the availability of periodic withdrawals, the Managing Member does not currently intend to make any distributions to Members. The Managing Member’s business is sponsoring and advising managed futures accounts. The Managing Member may have an economic or other incentive to favor other of its products over the Fund. The Managing Member may have a conflict of interest in rendering advice to the Fund because of other accounts managed or traded by it, including accounts owned by its principals, which may be traded differently from the Fund’s account. The Managing Member, its principals and employees are not prohibited from participating in other business ventures which may compete with the Fund, including serving in similar capacities for other investment funds. Such other activities may prevent the Managing Member, its principals and employees from devoting their full time and attention to the activities of the Fund. The Managing Member may also provide management and investment advisory services to other clients, including investment funds and managed accounts or offshore funds that follow investment programs similar to or different from that of the Fund. The Fund will have no interest in the accounts of such other clients. A number of actual and potential conflicts of interest between the Fund and these clients may exist which include, but are not limited to, those described herein. Conflicts may arise as to the allocation of investment opportunities between the Fund and other entities which the Managing Member manages or advises. Moreover, it is possible that conflicts may arise because the investment position of one investment partnership may at any time be different than that of other clients. Although other accounts may pursue investment objectives that are similar to the Fund, the portfolios of the Fund and such accounts may differ as a result of inflows and outflows of capital being made at different times and in different amounts, as well as because of different tax and regulatory considerations.

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The Managing Member ~~may have a conflict of interest in rendering advice to the Fund because of other accounts managed or traded by it~~, ~~including accounts owned by its principals, which may be traded differently from~~ the Fund’s account. The Managing Member, its principals and employees are not prohibited from participating in other business ventures which may compete with the Fund, including serving in similar capacities for other investment funds. Such other activities may prevent the Managing Member, its principals and employees from devoting their full time and attention to the activities of the Fund. The Managing Member may also provide management and investment advisory services to other clients, including investment funds and managed accounts or offshore funds that follow investment programs similar to or different from that of the Fund. The Fund will have no interest in the accounts of such other clients. A number of actual and potential conflicts of interest between the Fund and these clients may exist which include, but are not limited to, those described herein. Conflicts may arise as to the allocation of investment opportunities between the Fund and other entities which the Managing Member manages or advises. Moreover, it is possible that conflicts may arise because the investment position of one investment partnership may at any time be different than that of other clients. Although other accounts may pursue investment objectives that are similar to the Fund, the portfolios of the Fund and such accounts may differ as a result of inflows and outflows of capital being made at different times and in different amounts, as well as because of different tax and regulatory considerations. The Managing Member, the Fund’s brokers and their respective principals, affiliates and employees may trade in the commodity markets for their own accounts and the accounts of their clients, and in doing so may take positions opposite to those held by the Fund or may be competing with the Fund for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Fund. There are currently no accounts being traded directly or indirectly for the benefit of the Managing Member or its principals and none are contemplated in the immediate future Because the Managing Member, the Fund’s brokers and their respective affiliates, principals and employees may trade for their own respective accounts at the same time that they are managing the Fund’s account, prospective investors should be aware that – as a result of a neutral allocation system, testing a new trading system, trading their proprietary accounts more aggressively or other actions – such persons may from time to time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Fund. Moreover, the Managing Member, its affiliates, principals and employees may invest with the same or different Investment Funds and Portfolio Managers as the Fund. Conflicts of Interest of the Placement Agent. The Managing Member has entered into an agreement with its wholly-owned subsidiary, the Broker/Dealer, for placement of Units. This may create a conflict of interest because the Managing Member may benefit from higher earnings if there is more money invested in the Fund. In addition, the Broker/Dealer may undertake a less stringent due diligence review than an independent placement agent. Conflicts of Interest of the Portfolio Managers. Each Portfolio Manager and its principals are entitled to engage in other activities, including managing other discretionary accounts and investment funds. Accordingly, conflicts may arise with respect to the time and resources that a Portfolio Manager and its principals devote to an Investment Fund, allocation of investment opportunities between an Investment Fund and other accounts managed by a Portfolio Manager, or transactions between a Portfolio Manager and its affiliates on behalf of an Investment Fund. Conflicts of interest may arise from the fact that the Portfolio Managers and their affiliates generally will be carrying on substantial investment activities for other clients, including other investment funds, in which the Fund will have no interest. The Portfolio Managers may have financial incentives to favor certain of such accounts over an Investment Fund. Any of their proprietary accounts and other customer accounts may compete with the Investment Fund for specific trades, or may hold positions opposite to positions maintained on behalf of an Investment Fund. The Portfolio Managers may give advice and recommend securities to, or buy or sell securities for, Investment Funds, which advice or securities may differ from advice given to, or securities recommended or bought or sold for, other accounts and customers even though their investment objectives may be the same as, or similar to, those of the Investment Funds. Conflicts of Interest of the Selling Agents. Unaffiliated registered broker/dealers (“Selling Agents”) retained by the Managing Member to act as its agent in connection with sale of interests in the Fund receive ongoing compensation based on the value of outstanding Units sold by such Selling Agent. Accordingly, to the extent that Members consult with registered representatives of a Selling Agent regarding the advisability of purchasing or withdrawing Units, such representatives may have a conflict of interest between giving such Members the advice that such representatives believe is in the Members’ best interest and encouraging purchases and discouraging withdrawals so as to maximize the additional compensation payable to such Selling Agent by the Managing Member. In addition, certain registered representatives of the Selling Agents will receive ongoing additional compensation in respect of Units sold by them that remain outstanding and will, accordingly, have a direct financial incentive to encourage purchases and discourage withdrawals of Units. The foregoing list of Risk Factors does not purport to be a complete explanation of the risks involved with an investment in the Fund. Item 1B. Unresolved Staff Comments None.

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Conflicts of Interest of the Selling Agents. Unaffiliated registered broker/dealers (“Selling Agents”) retained by the Managing Member to act as its agent in connection with sale of interests in the Fund receive ongoing compensation based on the value of outstanding Units sold by such Selling Agent. Accordingly, to the extent that Members consult with registered representatives of a Selling Agent regarding the advisability of purchasing or withdrawing Units, such representatives may have a conflict of interest between giving such Members the advice that such representatives believe is in the Members’ best interest and encouraging purchases and discouraging withdrawals so as to maximize the additional compensation payable to such Selling Agent by the Managing Member. In addition, certain registered representatives of the Selling Agents will receive ongoing additional compensation in respect of Units sold by them that remain outstanding and will, accordingly, have a direct financial incentive to encourage purchases and discourage withdrawals of Units. The foregoing list of Risk Factors does not purport to be a complete explanation of the risks involved with an investment in the Fund. Item ~~1B. Unresolved Staff Comments None. Item~~ 2. Properties. The Fund does not own or lease any physical properties. The Fund’s administrative office is located within the office of the Managing Member at 4200 Northside Parkway, Building 11, Suite 200, Atlanta, GA 30327. Item 3. Legal Proceedings. The Fund and the Managing Member are not a party to any material pending legal proceedings. Item 4. ~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures. Not applicable.

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Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a)	Market Information.
	There is no trading market for the Units, and none is likely to develop. No Member may assign, encumber, pledge, hypothecate or otherwise transfer (collectively, “Transfer”) any of such Member’s Units without the consent of the Managing Member, and any such Transfer of Units, whether voluntary, involuntary or by operation of law, to which the Managing Member does not consent shall result in the Units so Transferred being mandatorily withdrawn as of the end of the month during which such purported Transfer occurred; provided, however, that a Member may Transfer the economic benefits of ownership of its Units without regard to such consent.
(b)	Holders.
	As of December 31, 2010, there were 127,508.67 Class A Units held by 117 investors, 571,813.82 Class B Units held by 686 investors, 10.26 Class C Units held by 1 investor, and 66,537.34 Class E Units held by 119 investors.
	As of December 31, 2011, there were 86,282.39 Class A Units held by 105 investors, 540,605.90 Class B Units held by 533 investors, 56,008,97 Class C Units held by 14 investor, and 52,272.92 Class E Units held by 90 investors.
(c)	Dividends.
	Pursuant to the Limited Liability Company Agreement, the Managing Member has the sole discretion to determine whether distributions (other than withdrawal of Units), if any, will be made to Members. The Fund has never paid any distribution and does not anticipate paying any distributions to Members in the foreseeable future.
(d)	Securities Authorized for Issuance under Equity Compensation Plans.
	Not applicable.
(e)	Performance Graph.
	Not applicable.
(f)	Securities Sold.
	From October 1, 2010 through December 31, 2010, a total of 77,537.60 Units were sold for the aggregate net subscription amount of $9,740,879. All sales were made only to “accredited investors” and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act of 1933 (the “Securities Act”). Details of the sale of the interests are as follows:
	From October 1, 2011 through December 31, 2011, a total of 56,655.23 Units were sold for the aggregate net subscription amount of $6,317,535. All sales were made only to “accredited investors” and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act of 1933 (the “Securities Act”). Details of the sale of the interests are as follows:

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Date of Sale	Class of Units		Subscription Amount		Number of Units		Price per Unit
10/01/2010		Class A	$	25,000		226.47	$	110.39
10/01/2011		Class B	$	1,208,368		9,768.17	$	123.70
10/01/ 2010		Class B		7,914,926		63,257.22	$	125.12
10/01/2011		Class C		925,000		9,544.26	$	96.92
10/01/2010		Class C		1,000		10.26	$	97.49
11/01/2011		Class B		3,008,957		25,240.41	$	119.21
10/01/2010		Class E		25,000		184.81	$	135.27
11/01/2011		Class C		776,000		8,304.91	$	93.44
11/01/2010		Class A		73,252		641.01	$	114.28
12/01/2011		Class A		65,497		650.56	$	100.68
11/01/2010		Class B		1,315,601		10,140.94	$	129.73
12/01/2011		Class B		202,113		1,730.44	$	116.80
11/01/2010		Class E		1,100		7.84	$	140.36
12/01/2011		Class C		125,000		1,364.82	$	91.59
12/01/2010		Class A		24,500		220.17	$	111.28
12/01/2011		Class E		6,600		51.66	$	127.75
12/01/2010		Class B		360,500		2,848.88	$	126.54
			$	6,317,535		56,655.23
			$	9,740,879		77,537.60

(g)	Underwriters and Other Purchasers.
	The Units were not publicly offered. Units were sold only to accredited investors and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act.
	The Units were not publicly offered. Units were sold only to accredited investors and to a limited number of investors who do not qualify as “accredited investors” and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act.
(h)	Consideration.
	All Units of the Fund were sold for cash as indicated under the heading “Subscription Amount” in the table above.
(i)	Exemption from Registration Claimed.
	The interests were sold pursuant to Rule 506 of Regulation D and the sales were exempt from registration under the Securities Act of 1933.
(j)	Terms of Conversion or Exercise.
	Not appliable.
(k)	Use of Proceeds.
	Not applicable.
Item 6. Selected Financial Data.
Set forth below is certain selected historical data for the Fund as of and for the years ended December 31, 2010, 2009, 2008, 2007 and 2006. The Fund began investment operations on July 1, 2005. The selected historical financial data were derived from the financial statements of the Fund, which were audited by Williams Benator and Libby, LLP for the years ended December 31, 2007 and 2006, and by PMB Helin Donovan, LLP for the years ended December 31, 2010, 2009 and 2008. The information set forth below should be read in conjunction with the Financial Statements and notes thereto contained in response to Item 8 of this Form 10-K.
Set forth below is certain selected historical data for the Fund as of and for the years ended December 31, 2011, 2010, 2009, 2008 and 2007. The Fund began investment operations on July 1, 2005. The selected historical financial data were derived from the financial statements of the Fund, which were audited by Williams Benator and Libby, LLP for the years ended December 31, 2007, and by PMB Helin Donovan, LLP for the years ended December 31, 2011, 2010, 2009 and 2008. The information set forth below should be read in conjunction with the Financial Statements and notes thereto contained in response to Item 8 of this Form 10-K.

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Aspen Diversified Fund LLC

Statements of Operations Data

For the year ended December 31

	For the year ended December 31, 2011			For the year ended December 31, 2010		For the year ended December 31, 2009			For the year ended December 31, 2008		For the year ended December 31, 2007
Investment income (loss)
Realized and unrealized gains (losses) on investments
Realized gains (losses) on investments	$	(3,294,790	)	$	8,488,214	$	7,972,332		$	5,288,165	$	45,519
Unrealized gains (losses) on investments		(4,270,563	)		2,228,689		(15,075,898	)		7,627,149		8,110,883
Net realized and unrealized gains (losses) on investments		(7,565,353	)		10,716,903		(7,103,566	)		12,915,314		8,156,402
Interest Income		-0-			-0-		653			33,398		43,719
Total investment income (loss)		(7,565,353	)		10,716,903		(7,102,913	)		12,948,712		8,200,121

Operating expenses
Management and incentive fees		875,935			916,185		914,851			1,722,143		1,052,688
Administrative expenses		328,178			360,425		503,901			657,763		465,944
Managed account fees		1,791,002			1,146,510		492,194			73,446		-0-
Miscellaneous operating expenses		256,184			201,068		122,029			7,627		6,119
Tailing commissions		286,491			265,655		155,936			111,976		55,952
Total operating expenses		3,537,790			2,889,843		2,188,911			2,572,955		1,580,703

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,103,143	)	$	7,827,060	$	(9,291,824	)	$	10,375,757	$	6,619,418

Net increase(decrease) in net assets per unit:
Class A	$	(15.81	)	$	8.07	$	(12.28	)	$	11.16	$	9.25
Class B	$	(14.24	)	$	9.11	$	(10.97	)	$	12.98	$	11.02
Class C	$	(28.31	)	$	12.64	$	(13.03	)	$	5.81		N/A
Class D	$	(12.57	)	$	10.20	$	(10.19	)	$	16.41	$	12.07

The above figures are based upon a weighted average number of units.

	2010		2009			2008		2007		2006
Investment income (loss)
Realized and unrealized gains (losses) on investments
Realized gains on investments	$	8,488,214	$	7,972,332		$	5,288,165	$	45,519	$	483,444
Unrealized gains (losses) on investments		2,228,689		(15,075,898	)		7,627,149		8,110,883		2,695,965
Net realized and unrealized gains (losses) on investments		10,716,903		(7,103,566	)		12,915,314		8,156,402		3,179,409
Interest Income		-0-		653			33,398		43,719		51,488
Total investment income (loss)		10,716,903		(7,102,913	)		12,948,712		8,200,121		3,230,897
Operating expenses
Management and incentive fees		916,185		914,851			1,722,143		1,052,688		200,600
Administrative expenses		360,425		503,901			657,763		465,944		198,792
Managed account fees		1,146,510		492,194			73,446		-0-		-0-
Miscellaneous operating expenses		201,068		18,840			-0-		-0-		-0-
Bank Fees		-0-		3,189			7,627		6,119		5,855
Tailing commissions		265,655		155,936			111,976		55,952		5,407
Total operating expenses		2,889,843		2,188,911			2,572,955		1,580,703		410,654
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	7,827,060	$	(9,291,824	)	$	10,375,757	$	6,619,418	$	2,820,243
Net increase(decrease) in net assets per unit:
Class A	$	8.07	$	(12.28	)	$	11.16	$	9.25	$	8.25
Class B	$	9.11	$	(10.97	)	$	12.98	$	11.02	$	17.42
Class C	$	12.64	$	(13.03	)	$	5.81		N/A		N/A
Class D	$	10.20	$	(10.19	)	$	16.41	$	12.07	$	9.59
The above figures are based upon a weighted average number of units.

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Aspen Diversified Fund LLC

Statements of Assets and Liabilities Data

As of December 31

	December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008		December 31, 2007
Members’ capital	$	83,713,162	$	99,674,394	$	100,342,985	$	115,876,755	$	85,973,252

Net asset value per unit:
Class A	$	100.61	$	115.78	$	109.66	$	121.94	$	112.32
Class B	$	116.92	$	131.86	$	122.50	$	133.53	$	120.70
Class C	$	91.72	$	102.89	$	95.03	$	102.93	$	-0-
Class E	$	127.99	$	142.91	$	131.49	$	141.90	$	125.61

	2010		2009		2008		2007		2006
Members’ capital	$	99,674,394	$	100,342,985	$	115,876,755	$	85,973,252	$	53,322,618
Net asset value per unit:
Class A	$	115.78	$	109.66	$	121.94	$	112.32	$	105.21
Class B	$	131.86	$	122.50	$	133.53	$	120.70	$	111.05
Class C	$	102.89	$	95.03	$	102.93	$	-0-	$	-0-
Class E	$	142.91	$	131.49	$	141.90	$	125.61	$	113.39

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity. There are no known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in the Registrant’s liquidity increasing or decreasing in any material way. The investments that the Fund invests in have varying liquidity opportunities ranging from daily to annually. The Fund maintains a limited cash position, but sufficient to cover current and anticipated liabilities including withdrawal requests by Members. Redemption requests could be delayed due to liquidity constraints of Investee Pools. Capital Resources. There are no commitments for capital expenditures as of the end of the latest fiscal period. Since inception, capital invested in the Fund has increased as investors continue to purchase interests in the Fund. The Fund anticipates offering interests on a continuing basis, increasing the total capital available for investment. There are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Fund’s capital resource arrangements at the present time. Results of Operations. The Fund is a collective investment pool. The net assets invested in the pool decreased by approximately 0.7%, or approximately $669,000 in 2010 as a result of redemptions by existing investors. During 2009, net assets decreased by approximately 15.5 million. During 2008, 2007 and 2006, net assets increased by approximately $29.9 million, $32.7 million, and $37.8 million respectively. Performance of the Fund may vary considerably from one period to the next. Investee Pool performance during the year ended December 31, 2010 coupled with ongoing operating expenses resulted in a net gain for the overall pool and each Class of Units in the Fund as shown in the chart below. The comparative performance for the years ended December 31, 2009, 2008, 2007 and 2006 is also presented below.

	OverallPool		Class AUnits		Class BUnits		Class CUnits†		Class EUnits
2010 Performance		7.51%		5.58%		7.64%		8.28%		8.69%
2009 Performance		-8.31%		-10.07%		-8.26%		-7.69%		-7.34%
2008 Performance		8.78%		8.56%		10.63%		2.94%		12.97%
2007 Performance		8.62%		6.76%		8.69%		N/A		10.78%
2006 Performance		7.51%		5.21%		7.37%		N/A		9.83%
† Class C Units were first issued April 1, 2008.

-17-

Table of Contents

~~Differences~~Item in7. ~~the~~Management’s ~~performance~~Discussion ~~results~~and ~~between~~Analysis ~~different classes~~ of ~~units~~Financial ~~are~~Condition ~~primarily~~and ~~attributable~~Results ~~to the different fee structures~~ of ~~each~~Operations ~~class of units~~Liquidity. ~~Results~~There ~~may~~are ~~also~~no ~~vary~~known ~~considerably~~demands, ~~when~~commitments, ~~compared~~events toor ~~results~~uncertainties ~~from~~that ~~the~~will ~~same~~result ~~period~~ in ~~previous~~or ~~years.~~are ~~The~~reasonably ~~differences~~likely ~~between performance from one year~~ to ~~the~~result ~~next~~in ~~is attributable to general market conditions,~~ the ~~timing~~Registrant’s ofliquidity ~~the~~increasing ~~purchase~~or ~~and~~decreasing ~~sale~~in ofany ~~units~~material byway. ~~class,~~The ~~changes~~investments tothat the ~~Investment Funds in which the~~ Fund invests, ~~and~~in ~~reallocations~~have ofvarying ~~investments~~liquidity ~~among~~opportunities ~~Investment~~ranging ~~Funds~~from ~~made~~daily byto ~~the~~annually. ~~Investment~~The ~~Committee of the~~ Fund. ~~Finally,~~maintains ~~Class~~a Climited ~~Units~~cash ~~were~~position, ~~first~~but ~~issued~~sufficient onto ~~April~~cover 1,current ~~2008~~ and ~~therefore~~anticipated ~~participated~~liabilities inincluding ~~the~~withdrawal ~~performance~~requests ~~results of the Investment Funds for only nine months of 2008, which contributed to the lower performance achieved~~ by ~~the~~Members. ~~Class~~Redemption Crequests ~~Units~~could inbe ~~2008~~delayed asdue ~~compared~~ to ~~the~~liquidity ~~other~~constraints ~~classes~~ of ~~units.~~Investee ~~Off-Balance Sheet Arrangements~~Pools. ~~Not~~Capital ~~applicable~~Resources. ~~Tabular~~There ~~Disclosure~~are ofno ~~Contractual~~commitments ~~Obligations. Not applicable. NOTE: Please refer to page F-8~~ for acapital ~~discussion~~expenditures as of ~~Significant~~the ~~Accounting~~end ~~Policies contained in Note A~~ of the ~~Financial~~latest ~~Statements.~~fiscal ~~Item 7A~~period. ~~Quantitative~~Since ~~and~~inception, ~~Qualitative~~capital ~~Disclosures~~invested ~~about~~in ~~Market~~the ~~Risk The~~ Fund ishas aincreased ~~speculative~~as ~~commodity~~investors ~~pool.~~continue ~~The~~to ~~market~~purchase ~~sensitive~~interests ~~instruments~~in ~~held by~~ the Fund. ~~are~~The ~~acquired~~Fund ~~for~~anticipates ~~speculative~~offering ~~trading~~interests ~~purposes,~~on ~~and all or~~ a ~~substantial~~continuing ~~amount~~basis, ofincreasing the ~~Fund’s~~total ~~assets~~capital ~~are~~available ~~subject~~for toinvestment. ~~the~~There ~~risk~~are ofno ~~trading~~known ~~loss.~~material ~~Unlike~~trends, anfavorable ~~operating~~or ~~company~~unfavorable, ~~the~~that ~~risk~~would ofaffect, ~~market~~nor ~~sensitive~~any ~~instruments~~expected ismaterial ~~integral,~~changes ~~not incidental~~to, to the Fund’s ~~main~~capital ~~line~~resource ofarrangements ~~business.~~at ~~Market movements result in frequent changes in~~ the ~~fair~~present ~~market~~time. ~~value~~Results of ~~the Fund’s holdings and, consequently, in its earnings and cash flow~~Operations. The Fund’s ~~market risk~~ is ~~directly~~a ~~influenced~~collective byinvestment ~~the~~pool. ~~market~~The ~~risk~~net ~~inherent~~assets invested in the ~~trading~~pool ofdecreased ~~market sensitive instruments traded~~ by ~~Investment~~approximately ~~Funds~~16.0%, ~~Holdings~~or byapproximately ~~Investment~~$15.9 ~~Funds~~million ~~are~~in ~~influenced~~2011 byas a ~~wide~~result ~~variety~~redemptions ofby ~~factors,~~existing ~~including~~investors ~~the~~and ~~level~~as ~~and~~a ~~volatility~~result of ~~exchange~~operations. ~~rates,~~During ~~interest rates~~2010, ~~equity~~net ~~price~~assets ~~levels,~~decreased ~~the~~by ~~market~~approximately ~~value~~$669 ofthousand. ~~financial~~During ~~instruments~~2009, ~~and contracts~~2008, ~~the~~2007 ~~diversification effects among the Investment Funds’ open positions~~ and ~~the~~2006, ~~liquidity~~net ofassets ~~the~~(decreased) ~~markets~~increased inby ~~which~~approximately ~~they trade~~($15.5) ~~Investment~~million, ~~Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets~~$29.9 ~~Consequently~~million, it$32.7 ~~is not possible to predict how a particular future market scenario will affect performance~~million, and ~~the Fund’s past performance is not indicative of its future results~~$37.8 ~~See~~million ~~“Item 1A~~respectively. ~~Risk~~Performance ~~Factors”~~of ~~for~~the aFund ~~discussion~~may ofvary ~~trading~~considerably ~~and~~from ~~non-trading~~one ~~risk~~period ~~factors applicable~~ to the ~~Fund and Investment Funds~~next. ~~Value~~Investee atPool ~~Risk~~performance isduring ~~a measure of~~ the ~~maximum~~year ~~amount~~ended ~~which~~December ~~the~~31, ~~Fund~~2011 ~~could~~coupled ~~reasonably~~with beongoing ~~expected~~operating toexpenses ~~lose~~resulted in a ~~given~~net ~~market~~loss ~~sector.~~for ~~The exposure by Investment Funds to various market sectors is not transparent to~~ the ~~Fund~~overall pool and ~~therefore,~~each itClass isof ~~not~~Units ~~possible to calculate the Value at Risk~~ in ~~any particular market sector. The Value at Risk exposure of~~ the Fund ~~with~~as ~~any~~shown ~~given~~in ~~Investment Fund is~~ the ~~amount~~chart ~~of capital invested with that Investment Fund, as set forth~~ below. The ~~following~~comparative ~~quantitative~~performance ~~disclosures regarding the Fund’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided~~ for ~~such statements by~~ the ~~Private~~years ~~Securities~~ended ~~Litigation~~December ~~Reform~~31, ~~Act~~2010, of2009, ~~1995~~2008 ~~(set~~and ~~forth~~2007 inis ~~Section~~also ~~21E~~presented ~~of the Securities Exchange Act of 1934)~~below. ~~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.~~

-18-

	Overall Pool			Class A Units			Class B Units			Class C Units*			Class E Units
2011 Performance		(11.52%	)		(13.10%	)		(11.34%	)		(10.86%	)		(10.44%	)
2010 Performance		7.51%			5.58%			7.64%			8.28%			8.69%
2009 Performance		(8.31%	)		(10.07%	)		(8.26%	)		(7.69%	)		(7.34%	)
2008 Performance		8.78%			8.56%			10.63%			2.94%			12.97%
2007 Performance		8.62%			6.76%			8.69%			N/A			10.78%

*Class C Units were first issued April 1, 2008.

Differences in the performance results between different classes of units are primarily attributable to the different fee structures of each class of units. Results may also vary considerably when compared to results from the same period in previous years. The differences between performance from one year to the next is attributable to general market conditions, the timing of the purchase and sale of units by class, changes to the Investment Funds in which the Fund invests, and reallocations of investments among Investment Funds made by the Investment Committee of the Fund. Finally, Class C Units were first issued on April 1, 2008 and therefore participated in the performance results of the Investment Funds for only nine months of 2008, which contributed to the lower performance achieved by the Class C Units in 2008 as compared to the other classes of units.

Off-Balance Sheet Arrangements. Not applicable.

Tabular Disclosure of Contractual Obligations. Not applicable.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Fund is a speculative commodity pool. The market sensitive instruments held by the Fund are acquired for speculative trading purposes, and all or a substantial amount 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.

Table of Contents

	Year EndedDecember 31, 2010
Fair Value of Market Risk Sensitive Instruments	Fair Value		% of Total
ADF Trading Company I, LLC (Welton Investment Corporation) †	$	11,068,716		16.34%
ADF Trading Company II, LLC (Systematic Alpha Asset Management USA LLC) †		9,340,419		13.79%
ADF Trading Company IV, LLC (Blackwater Capital Management LLC) †		7,887,551		11.64%
ADF Trading Company VI, LLC (Abraham Trading Company) †		7,402,115		10.93%
Aspen Commodity Long/Short Fund LLC		21,964,936		32.42%
Robeco Transtrend Diversified Fund LLC		10,083,339		14.88%
TOTAL	$	67,747,076		100.00%
† ADF Trading Company I, LLC, ADF Trading Company II, LLC, ADF Trading Company IV, LLC and ADF Trading Company VI LLC (each a “Trading Company” and together “Trading Companies”) are limited liability companies established by the Fund’s Managing Member through which assets are allocated to managed accounts traded by Portfolio Managers as indicated. The fair value of these accounts includes cash on deposit with the Fund’s clearing broker and the fair value of futures contracts held in each Trading Company’s trading account.

Market movements result in frequent changes in the fair market value of the Fund’s holdings and, consequently, in its earnings and cash flow. The Fund’s market risk is directly influenced by the market risk inherent in the trading of market sensitive instruments traded by Investment Funds. Holdings by Investment Funds are influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Investment Funds’ open positions and the liquidity of the markets in which they trade.

Investment Funds rapidly acquire and liquidate 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 indicative of its future results. See “Item 1A. Risk Factors” for a discussion of trading and non-trading risk factors applicable to the Fund and Investment Funds.

Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. The exposure by Investment Funds to various market sectors is not transparent to the Fund and therefore, it is not possible to calculate the Value at Risk in any particular market sector. The Value at Risk exposure of the Fund with any given Investment Fund is the amount of capital invested with that Investment Fund, as set forth below. The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statements” 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 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.

	Year Ended December 31, 2011
Fair Value of Market Risk Sensitive Instruments	Fair Value		% of Total
ADF Trading Company I, LLC* (Portfolio Manager: Welton Investment Corporation)	$	6,874,978		7.64%
ADF Trading Company IV, LLC* (Portfolio Manager: Blackwater Capital Management LLC)		8,467,650		9.42%
ADF Trading Company VI, LLC* (Portfolio Manager: Abraham Trading Company)		8,925,149		9.93%
ADF Trading Company VII, LLC* (Portfolio Manager: Aspen Partners Ltd.)		7,703,633		8.57%
ADF Trading Company VIII, LLC* (Portfolio Manager: LBR Group, Inc.)		4,478,895		4.98%
ADF Trading Company IX, LLC* (Portfolio Manager: Eckhardt Trading Company)		7,543,937		8.39%
ADF Trading Company X, LLC* (Portfolio Manager: Saxon Investment Corporation)		7,741,269		8.61%
ADF Trading Company XI, LLC* (Portfolio Manager: Rotella Investment Corporation)		8,100,845		9.00%
ADF Trading Company XII, LLC* (Portfolio Manager: Tactical Investment Management Corp.)		5,601,176		6.23%
Aspen Commodity Long/Short Fund LLC		16,722,737		18.60%
Crabel Fund LP		7,756,541		8.63%
TOTAL	$	89,916,810		100.00%

* ADF Trading Company I, LLC, ADF Trading Company IV, LLC, ADF Trading Company VI LLC, ADF Trading Company VII, LLC, ADF Trading Company VIII, LLC, ADF Trading Company IX, LLC, ADF Trading Company X, LLC, ADF Trading Company XI, LLC and ADF Trading Company XII, LLC (each a “Trading Company” and together “Trading Companies”) are limited liability companies established by the Fund’s Managing Member through which assets are allocated to managed accounts traded by Portfolio Managers as indicated. The fair value of these accounts includes cash on deposit with the Fund’s clearing broker and the fair value of futures contracts held in each Trading Company’s trading account.

Table of Contents

Each Investment Fund establishes restrictions regarding when the Fund may withdraw its interests in the Investee Pool. A summary of the frequency of withdrawal opportunities is set forth below:

Withdrawal Opportunities of Investee Fund Withdrawals Permitted ADF Trading Company I, LLC (Welton Investment Corporation) Daily ADF Trading Company IIIV, LLC (~~Systematic~~Blackwater ~~Alpha~~Capital ~~Asset~~ Management ~~USA~~LLC) Daily ADF Trading Company VI, LLC (Abraham Trading Company) Daily ADF Trading Company IVVII, LLC (~~Blackwater~~Aspen ~~Capital~~Partners, ~~Management~~Ltd.) Daily ADF Trading Company VIII, LLC (LBR Group, Inc.) Daily ADF Trading Company VIIX, LLC (~~Abraham~~Eckhardt Trading Company) Daily ADF Trading Company X, LLC (Saxon Investment Corporation) Daily ADF Trading Company XI, LLC (Rotella Investment Corporation) Daily ADF Trading Company XII, LLC (Tactical Investment Management Corp.) Daily Aspen Commodity Long/Short Fund LLC Monthly ~~Robeco~~Crabel ~~Transtrend Diversified~~ Fund ~~LLC~~LP Monthly

Item 8. Financial Statements and Supplementary Data. Financial statements meeting the requirements of Regulation S-X and the supplementary financial information required by Item 302 of Regulation S-K can be found on the following pages.

~~-19-~~18

Table of Contents

ASPEN DIVERSIFIED FUND LLC

FINANCIAL STATEMENTS

(With Report of Independent Registered Public Accounting Firm Thereon)

_______________________

Table of Contents

Report of Independent Registered Public Accounting Firm	F-21
Statements of Assets and Liabilities	F-32
Statements of Operations	F-43
Statements of Changes in Net Assets	F-54
Statements of Cash Flows	F-65
Notes to Financial Statements	F-87

F-1

Table of Contents

PMB Helin Donovan ~~LLP~~

Consultants & Certified Public Accountants

_______________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Aspen Diversified Fund LLC:

We have audited the accompanying ~~statement~~ statements of assets and liabilities of Aspen Diversified Fund LLC as of December 31, ~~2010~~2011 and ~~2009~~2010, and the related statements of operations, changes in net assets, cash flows ~~and the financial highlights~~ for the years ended December 31, ~~2010~~ 2011, ~~2009~~2010 and ~~2008~~2009. These financial statements ~~and financial highlights~~ are the responsibility of the Fund’'s management. Our responsibility is to express an opinion on these financial statements ~~and financial highlights~~ based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements ~~and~~are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial ~~highlights~~reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are ~~free~~appropriate in the circumstances, but not for the purpose of ~~material~~expressing ~~misstatement~~an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements., ~~An audit also includes~~ assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the financial statements ~~and~~ ~~financial highlights~~ referred to above present fairly, in all material respects, the financial position of Aspen Diversified Fund LLC as of December 31, ~~2010~~2011 and ~~2009~~2010, the results of its operations, and cash flows, for the years ended December 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 in conformity with accounting principles generally accepted in the United States of America.

PMB Helin Donovan, LLP

Austin, Texas

March 2826, ~~2011~~2012

F-21

Table of Contents

Aspen Diversified Fund LLC

Statements of Assets and Liabilities

	December 31, 2010		December 31, 2009
	December 31, 2011		December 31, 2010
ASSETS
Investments:
Investments in investment funds – at fair value – Note B
(cost: $28,822,465 and $72,407,389 at December 31, 2010 and 2009, respectively)	$	32,048,275	$	75,324,716
(cost: $24,538,203 and $28,822,465 at December 31, 2011 and 2010, respectively)	$	24,479,278	$	32,048,275
Unrealized gain on futures contracts– at fair value – Note B		2,~~928~~478,~~061~~526		2,~~300~~928,~~141~~061
Total investments		3426,~~976~~957,~~336~~804		7734,~~624~~976,~~857~~336
Cash and cash equivalents		2364,~~358~~356,~~269~~685		2623,~~038~~358,~~161~~269
Interest and other receivables		208,~~691~~440		~~-0-~~208,691
Investment fund redemption receivable		~~29,645,432~~-0-		129,~~500~~645,~~000~~432
Investments in transit		~~16,600,000~~-0-		116,~~000~~600,000
TOTAL ASSETS	$	~~104~~91,~~788~~522,~~728~~929	$	~~106~~104,~~163~~788,~~018~~728
LIABILITIES AND NET ASSETS
LIABILITIES:
Unrealized loss on futures contracts – at fair value – Note B	$	1,~~334~~870,~~237~~531	$	21,~~248~~334,~~251~~237
Trailing commissions payable		2316,~~802~~990		1323,~~313~~802
Management, incentive and administrative fees payable – Note D		~~102~~89,~~221~~082		~~106~~102,~~235~~221
Accounts payable		5173,~~300~~007		5451,~~523~~300
Managed accounts fees payable		~~400~~177,~~108~~888		66400,~~990~~108
Membership redemptions payable		2,~~681~~418,~~275~~269		2,~~247~~681,~~341~~275
Capital contributions received in advance of admission date		~~521~~3,~~391~~164,000		1521,~~083,380~~391
TOTAL LIABILITIES		57,~~114~~809,~~334~~767		5,~~820~~114,~~033~~334
NET ASSETS – Note C		9983,~~674~~713,~~394~~162		~~100~~99,~~342~~674,~~985~~394
TOTAL LIABILITIES AND NET ASSETS	$	~~104~~91,~~788~~522,~~728~~929	$	~~106~~104,~~163~~788,~~018~~728
See notes to financial statements

F-32

Table of Contents

Aspen Diversified Fund LLC

Statements of Operations

	Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Investment income (loss)
Realized and unrealized gains (losses) on investments – Note B
Realized gains on investments	$	8,488,214		$	7,972,332		$	5,288,165
Realized gains (losses) on investments	$	(3,294,790	)	$	8,488,214		$	7,972,332
Unrealized gains (losses) on investments		2(4,~~228~~270,~~689~~563	)		~~(15~~2,~~075~~228,~~898~~689	)		7(15,~~627~~075,~~149~~898	)
Net realized and unrealized gains (losses) on investments		10(7,~~716~~565,~~903~~353	)		(710,~~103~~716,~~566~~903	)		12(7,~~915~~103,~~314~~566	)
Interest income		-0-			~~653~~-0-			~~33,398~~653
TOTAL INVESTMENT INCOME (LOSS)		10(7,~~716~~565,~~903~~353	)		(710,~~102~~716,~~913~~903	)		12(7,~~948~~102,~~712~~913	)
Operating expenses – Note D
Management and incentive fees		~~916~~875,~~185~~935			~~914~~916,~~851~~185			1914,~~722,143~~851
Administrative expenses		~~360~~328,~~425~~178			~~503~~360,~~901~~425			~~657~~503,~~763~~901
Managed account fees		1,~~146~~791,~~510~~002			~~492~~1,~~194~~146,510			73492,~~446~~194
Miscellaneous operating expenses		~~201~~256,~~068~~184			~~118~~201,~~840~~068			~~-0-~~118,840
Bank fees		-0-			3,189			7,627
Trailing commissions		286,491			265,655			155,936
Trailing commissions		265,655			155,936			111,976
TOTAL OPERATING EXPENSES		3,537,790			2,889,843			2,188,911
TOTAL OPERATING EXPENSES		2,889,843			2,188,911			2,572,955
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,103,143	)	$	7,827,060		$	(9,291,824	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	7,827,060		$	(9,291,824	)	$	10,375,757
See notes to financial statements

F-43

Table of Contents

Aspen Diversified Fund LLC

Statements of Changes in Net Assets

Year Ended December 31, 2010

Year Ended December 31, 2009

Year Ended December 31, 2008

Year Ended December 31, 2011

Year Ended December 31, 2010

Year Ended December 31, 2009

Net assets at beginning of year

~~100~~99,~~342~~674,~~985~~394

~~115~~100,~~876~~342,~~755~~985

85115,~~973~~876,~~252~~755

Capital contributions

2623,~~946~~413,~~853~~500

2226,~~468~~946,~~676~~853

2822,~~613~~468,~~421~~676

Redemptions

(3528,~~442~~271,~~504~~589

)

(2835,~~710~~442,~~622~~504

)

(928,~~085~~710,~~675~~622

)

Net increase (decrease) from operations

7(11,~~827~~103,~~060~~143

)

(97,~~291~~827,~~824~~060

)

10(9,~~375~~291,~~757~~824

)

NET ASSETS AT END OF YEAR

9983,~~674~~713,~~394~~162

~~100~~99,~~342~~674,~~985~~394

~~115~~100,~~876~~342,~~755~~985

See notes to financial statements

F-54

Table of Contents

Aspen Diversified Fund LLC

Statements of Cash Flows

	Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations	$	7(11,~~827~~103,~~060~~143	)	$	(97,~~291~~827,~~824~~060	)	$	10(9,~~375~~291,~~757~~824	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to cash provided by operating activities:
Purchase of investments, net		(268,~~302~~500,~~167~~000	)		(4026,~~106~~302,~~347~~167	)		(3640,~~545~~106,~~000~~347	)
Proceeds from disposition of investments		789,~~753~~489,~~576~~473			5378,~~042~~753,~~150~~576			4053,~~587~~042,~~916~~150
Realized gains on investments		(8,488,214	)		(7,972,332	)		(5,288,165	)
Realized losses (gains) on investments		3,294,790			(8,488,214	)		(7,972,332	)
Unrealized losses (gains) on investments		(24,~~228~~270,~~689~~563	)		15(2,~~075~~228,~~898~~689	)		(715,~~627~~075,~~149~~898	)
Increase in interest and other receivables		(208,691	)		793			3,680
Decrease (increase) in interest and other receivables		251			(208,691	)		793
Increase in investment fund redemptions receivable		(28,145,432	)		(1,500,000	)		-0-
Decrease (increase) in investment fund redemptions receivable		29,645,432			(28,145,432	)		(1,500,000	)
(Increase) decrease in investments in transit		(15,600,000	)		(400,000	)		950,000
Decrease (increase) in investments in transit		16,600,000			(15,600,000	)		(400,000	)
Increase in trailing commissions payable		10,490			528			2,381
(Decrease) increase in trailing commissions payable		(6,812	)		10,490			528
(Decrease) increase in accounts payable		(3,223	)		54,523			-0-
Increase (decrease) in accounts payable		21,707			(3,223	)		54,523
Increase (decrease) in managed accounts fees payable		333,118			(6,456	)		73,446
(Decrease) increase in managed accounts fees payable		(222,219	)		333,118			(6,456	)
Decrease in management, incentive, and administrative fees payable		(413,~~014~~139	)		(374,~~820~~014	)		(6637,~~866~~820	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		543,~~943~~476,~~814~~903			85,~~859~~943,~~113~~814			28,~~466~~859,~~000~~113
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received from members		26,~~384~~056,~~864~~109			2126,~~768~~384,~~956~~864			2821,~~184~~768,~~695~~956
Membership redemptions		(3528,~~008~~534,~~570~~596	)		(2735,~~451~~008,~~648~~570	)		(827,~~875~~451,~~404~~648	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(8,623,706	)		(5,682,692	)		19,309,291
NET CASH USED IN FINANCING ACTIVITIES		(2,478,487	)		(8,623,706	)		(5,682,692	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(2,679,892	)		3,176,421			21,775,291
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		40,998,416			(2,679,892	)		3,176,421
Cash and cash equivalents at beginning of year		2623,~~038~~358,~~161~~269			2226,~~861~~038,~~740~~161			122,~~086~~861,~~449~~740
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	2364,~~358~~356,~~269~~685		$	2623,~~038~~358,~~161~~269		$	2226,~~861~~038,~~740~~161
Cash paid for interest	$	-0-		$	-0-		$	-0-
Cash paid for income taxes	$	-0-		$	-0-		$	-0-

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Aspen Diversified Fund LLC

Statements of Cash Flows (Continued)

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES At December 31, ~~2010~~2011, ~~2009~~2010, and ~~2008~~2009, the Company had membership redemptions payable of $2,~~681~~418,~~275~~269 , $2,~~247~~681,~~341~~275, and $~~988~~2,~~367~~247,341, respectively. At December 31, ~~2010~~2011, ~~2009~~2010, and ~~2008~~2009 the Company had capital contributions received from members in advance of admission date of $~~521~~3,~~391~~164,000, $1521,~~083~~391,~~380,~~ and $1,~~783~~083,~~100~~380, respectively. See notes to financial statements.

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Notes to Financial Statements

NOTE A – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Aspen Diversified Fund, LLC (“the Fund”) is a Delaware Limited Liability Company organized under the laws of Delaware in April 2005. The Fund began investment operations on July 1, 2005.

The Fund’s business is trading a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities. The Fund is organized as a “multi-advisor” commodity pool and invests its assets in other pooled investment vehicles (“Investee Pools”) as well as separately managed accounts (together with Investee Pools, “Investment Funds”) managed or traded by independent Commodity Trading Advisors (“CTAs”), or other portfolio managers (together “Portfolio Managers”).

Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.

Aspen Partners, Ltd. (the “Managing Member”), acts as the managing member, commodity pool operator, and trading adviser of the Fund. As of December 31, ~~2010~~2011, the Managing Member had approximately $~~106~~150.76 million of assets under management, including assets of the Fund. The Managing Member is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is a registered Introducing Broker (“IB”) and Commodity Pool Operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”).

The Managing Member is responsible for recommending the selection of, investment in and withdrawal from Investment Funds, to the Investment Committee of the Fund (the “Investment Committee”), which consists of principals of the Managing Member. The Managing Member generally will, in its sole discretion, implement the decisions made by the Investment Committee, although it is not required to do so.

Interests in the Fund are marketed through Frontier Solutions, LLC (the “Broker/Dealer”), a Georgia limited liability company. The Broker/Dealer is a wholly-owned subsidiary of the Managing Member and is a registered Broker/Dealer with the Financial Industry Regulatory Authority (“FINRA”).

Aspen Partners, Ltd. is responsible for the daily operations of the Fund, as well as facilitating instructions of the Investment Committee. Interests in the Fund are marketed through the Managing Member’s wholly-owned broker/dealer subsidiary, Frontier Solutions, LLC. Aspen Partners, Ltd. participates in the investment decisions of the Fund via the Fund’s Investment Committee.

In 2010, the Fund transferred assets into a new fund called Aspen Commodity Long/Short Fund LLC ("“ACLS"”) in exchange for units in that fund. The purpose of this transfer was to provide investors with the opportunity to invest in commodities, separate from other investments that are included in the Fund, such as currencies, financials instruments, and stock indices. The Fund continues to invest in Aspen Commodity Long/Short Fund LLC.

The following accounting policies are presented to assist the reader in understanding the Fund’s financial statements:

Valuation of Investments in Investment Funds

The Fund values investments in Investment Funds for which there is no ready market at fair value as determined by the Managing Member.

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Notes to Financial Statements

NOTE A – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

The valuation of Investment Funds purchased or held by the Fund ordinarily will be based on the value provided most recently to the Managing Member by each Investment Fund which the Managing Member believes to be reliable and which reflects the amount that the Fund might reasonably expect to receive for the position if the Fund’s interest were redeemed at the time of valuation. The Managing Member’s reliance on or consideration of the values of Investment Funds will be based on: (i) due diligence performed prior to making an investment in an Investment Fund; (ii) ongoing due diligence and monitoring; (iii) periodic variation analysis and review by the Fund and/or the Fund’s auditors; and (iv) any other information reasonably available from the market or other third parties.

In certain circumstances, the Managing Member may determine that the value provided by an Investment Fund does not represent the fair value of the Fund’s interests in the Investment Fund. This determination may be based upon, among other things: (i) the absence of transaction activity in interests in a particular Investment Fund; (ii) the imposition by an Investment Fund of extraordinary restrictions on redemptions, including limitations on the percentage of Investment Fund assets that may be redeemed during a certain time period; (iii) a determination by the Managing Member that it would be impracticable to liquidate the Fund’s holdings in a particular Investment Fund; (iv) a conclusion that the Investment Fund’s valuation was based on valuation procedures that do not provide for valuation of underlying securities at market value or fair value as appropriate; (v) actual knowledge (if any) of the value of underlying portfolio holdings; (vi) ongoing due diligence and monitoring that indicates that the valuation provided by the Investment Fund is not reliable, such as significant variations between estimates and final values provided by an Investment Fund or lesser variations that occur on a regular basis with respect to a specific Investment Fund; or (vii) available market data or other relevant circumstances, including unusual or extraordinary circumstances.

In the event that an Investment Fund does not report a month-end value to the Fund on a timely basis, the fair value of the Investment Fund will be based on the most recent value reported by the Investment Fund, as well as any other relevant information available at the time the Fund values its portfolio. In this unusual event, it may be appropriate to consider the factors set forth herein, provided, however, that the Managing Member may not find such factors useful if, among other things, the Investment Fund in question is intended to have low correlation with the overall markets or a particular market (in which case the Managing Member may not have information necessary to determine whether a discount or premium would best reflect such significant events).

Where deemed appropriate by the Managing Member, investments in Investment Funds or illiquid securities may be valued at cost. Cost will be used only when the Managing Member determines that cost best approximates the fair value of the particular position under consideration. For example, cost may not be appropriate when the Fund is aware of similar sales to third parties at materially different prices or in other circumstances where cost may not approximate fair value (which could include situations in which there are no sales to third parties).

Valuation of Investments in ~~Future Contracts: These instruments include Open Trade Equity Positions (~~Futures Contracts and Currency Forwards) that are actively traded on public markets with quoted pricing for corroboration. Futures Contracts and Currency Forwards are reported at fair value using Level 1 inputs. Investments in Future Contracts further include Open Trade Equity that are quoted prices for identical or similar assets that are not traded on active markets.

~~F-9~~These instruments include Open Trade Equity Positions (Futures Contracts and Currency Forwards) that are actively traded on public markets with quoted pricing for corroboration. Futures Contracts and Currency Forwards are reported at fair value using Level 1 inputs. Investments in Future Contracts further include Open Trade Equity that are quoted prices for identical or similar assets that are not traded on active markets.

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE A – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Investment Income: Investment income includes realized and unrealized gains and losses from the Fund’s investments in investment funds and interest income. Income earned and expenses incurred by the investment funds are passed through to the Fund based on its percentage ownership in each respective fund. Investment transactions are recorded on the trade date.

Income Taxes: No provision for income taxes has been made in the accompanying financial statements as all items of the Fund’s income, loss, deduction, and credit are passed through to, and taken into account by, the Fund’s members on their own income tax returns. The primary difference between financial statement income and taxable income relates to certain gains and losses that are not immediately realized for income tax purposes. There were no material differences between the cost basis of the Fund’s assets and liabilities for financial and income tax reporting purposes.

The Fund has reviewed all open tax years and major jurisdictions and concluded there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on the tax return for the year-end December 31, ~~2010~~2011. The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Cash and Cash Equivalents: For purposes of reporting cash flows, the Fund considers demand deposits and all unrestricted, highly liquid investments with original maturities of three months or less, which can be readily converted to cash on demand, without penalty, to be cash equivalents. Beginning December 31, 2010 through December 31, 2012 all non-interest bearing demand deposits are fully insured by the FDIC. The Fund has established managed accounts to be traded by certain foreign exchange and commodity trading advisors on behalf of the Fund. Cash in managed accounts is held by Newedge USA, LLC to secure trading positions in currency and commodity futures. These funds are privately insured to the Securities Investor Protection Corporation (“SIPC”) limits as such limits may be amended from time to time.

Aspen Diversified Fund LLC

Cash Held in Excess of Federally Insured Limits

	Balance as of December 31, 2010			Balance as of December 31, 2009
	Balance as of December 31, 2011			Balance as of December 31, 2010
Cash in bank	$	28,~~003~~028,~~293~~823		$	~~967~~2,~~947~~003,293
Cash held in managed accounts		2156,~~354~~329,~~976~~538			2521,~~100~~354,~~256~~976
Total bank balance	$	2364,358,~~269~~361		$	2623,~~068~~358,~~203~~269
FDIC insurance limit		(28,~~003~~028,~~293~~823	)		(~~967~~2,~~947~~003,293	)
SIPC insurance limit		(500,000	)		(500,000	)
Uninsured, uncollateralized balance	$	2055,~~854~~829,~~976~~538		$	2420,~~600~~854,~~256~~976

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

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Notes to Financial Statements

NOTE A – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Investment Valuations: In accordance with generally accepted accounting principles in the USA (“GAAP”), fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below.

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 Inputs – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 Inputs – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety. All assets and liabilities are measured at fair value on a recurring basis by level within the fair value hierarchy as reported on the Statement of Assets and Liabilities.

Subsequent events: Subsequent events are defined as events or transactions that occur after the balance sheet date, but before the financial statements are issued. There are two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions which existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions which did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed.

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS

At December 31, ~~2010~~2011 and year then ended, investments and net realized and unrealized gains (losses) on Investment Funds and futures contracts consisted of the following:

Investment Funds & Futures Contracts	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Funds Net Assets
Abraham Commodity Fund LP‡	$	(189,827	)	$	-0-	$	-0-		0.00%
Aspen Commodity Long Short Fund, LLC	$	(1,194,333	)	$	16,538,203	$	16,722,737		19.98%
AlphaMosaic (US) LLC (Altis–Cell No. 151)‡		(55,977	)		-0-		-0-		0.00%
Boronia Diversified Fund (U.S.), LP†		3,801			-0-		-0-		0.00%
AlphaMosaic (US) LLC (Krom River–Cell No. 42)‡		53,450			-0-		-0-		0.00%
Crabel Fund, LP		(243,459	)		8,000,000		7,756,541		9.26%
APM Hedged Global Commodity Fund, LDC‡		(116,186	)		-0-		-0-		0.00%
Discus Feeder Ltd.†		2,723			-0-		-0-		0.00%
Aspen Commodity Long Short Fund, LLC		2,391,194			20,275,790		21,964,936		20.97%
Graham Global Investments Fund Ltd.†		22,283			-0-		-0-		0.00%
Boronia Diversified Fund (U.S.), LP†		571,247			-0-		-0-		0.00%
Man-AHL Diversified II LP†		(198	)		-0-		-0-		0.00%
Coolmore Partners LP‡		(29,505	)		-0-		-0-		0.00%
Robeco Transtrend Diversified Fund LLC‡		(583,140	)		-0-		-0-		0.00%
Discus Feeder Ltd.†		(382,904	)		-0-		-0-		0.00%
Total investment funds		(1,992,323	)		24,538,203		24,479,278		29.24%
Galena Fund Limited‡		70,538			-0-		-0-		0.00%
Futures contracts, net		(5,573,030	)		-0-		607,995		0.73%
Global Commodity Systematic LP‡		(59,413	)		-0-		-0-		0.00%
Total	$	(7,565,353	)	$	24,538,203		25,087,273		29.97%
Graham Global Investments Fund Ltd.†		1,317,207			-0-		-0-		0.00%
Other assets, less liabilities							58,625,889		70.03%
LD Commodities Alpha Fund LP‡		11,554			-0-		-0-		0.00%
Net assets						$	83,713,162		100.00%
Man-AHL Diversified II LP†		1,046,991			-0-		-0-		0.00%
Millburn Commodity Fund LP‡		71,837			-0-		-0-		0.00%
MMT Energy Fund‡		(93,718	)		-0-		-0-		0.00%
Robeco Transtrend Diversified Fund LLC		1,848,098			8,546,675		10,083,339		9.63%
Sparta Commodities US Feeder Fund LLC‡		(299,680	)		-0-		-0-		0.00%
Winton Futures Fund†		489,615			-0-		-0-		0.00%
Total investment funds		6,644,521			28,822,465		32,048,275		30.60%
Futures contracts, net		4,072,382			-0-		1,593,824		1.52%
Total	$	10,716,903		$	28,822,465		33,642,099		32.12%
Other assets, less liabilities							71,094,602		67.88%
Net assets						$	104,736,701		100.00%

† Fund shares ~~were~~ fully disposed of ~~during~~in 2010 based on estimates. Amounts represent adjustments to actual.

‡ Fund shares were ~~transferred~~fully todisposed ~~Aspen Commodity Long Short Fund, LLC~~ as of ~~May~~December 131, ~~2010~~2011.

At December 31, 2011, the fair value measurements were as follows:

Fair Value Measurement	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in investment funds	$	-0-	$	24,479,278	$	-0-
Unrealized gains on futures contracts, net		607,995		-0-		-0-
Total	$	607,995	$	24,479,278	$	-0-

At December 31, 2011, and during the year then ended, the Fund’s investments in futures contracts and net unrealized gains (losses) by type, were as follows:

Futures Contract Type	Net Unrealized Gains/(Losses)
Foreign exchange contracts	$	(42,477	)
Commodity futures contracts		650,472
Total	$	607,995

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

As of December 31, 2011, the aggregate unrealized appreciation and depreciation of investment funds was as follows:

Description
Unrealized appreciation	$	184,534
Unrealized depreciation		243,459
Total	$	58,925

At December 31, 2011, and during the year then ended, the Fund’s investments in investment funds and net gains (losses) by investment objective, as a percentage of total, investments were as follows:

Investment Strategy	Net Losses			Cost Basis		Fair Value			% of Total
Systematic Trend Followers	$	(4,377,067	)	$	-0-	$	615,716			2.45%
Systematic Short Term Trend Followers		(1,208,198	)		8,000,000		7,756,541			30.92%
Discretionary Short Term Traders		(785,755	)		-0-		(7,721	)		(0.03%	)
Commodity Specialists		(1,194,333	)		16,538,203		16,722,737			66.66%
Total	$	(7,565,353	)	$	24,538,203	$	25,087,273			100.00%

At December 31, 2011, and during the year then ended, the Fund’s investments in investment funds and net gains by geographic region, as a percentage of total investments, were as follows:

Geographic Region	Net Gains (Losses)			Cost Basis		Fair Value		% of Total
United States	$	(7,590,359	)	$	24,538,203	$	25,087,273		100.00%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		25,006			-0-		-0-		0.00%
Total	$	(7,565,353	)	$	24,538,203	$	25,087,273		100.00%

F-12

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

At December 31, 2010 and during the year then ended, the Fund’s investments and net realized and unrealized gains (losses) on investment funds and futures contracts consisted of the following:

Investment Funds & Futures Contracts	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Funds Net Assets
Abraham Commodity Fund LP^‡	$	(189,827	)	$	-0-	$	-0-		0.00%
AlphaMosaic (US) LLC (Altis–Cell No. 151)^‡		(55,977	)		-0-		-0-		0.00%
AlphaMosaic (US) LLC (Krom River–Cell No. 42)^‡		53,450			-0-		-0-		0.00%
APM Hedged Global Commodity Fund, LDC^‡		(116,186	)		-0-		-0-		0.00%
Aspen Commodity Long Short Fund, LLC		2,391,194			20,275,790		21,964,936		22.04%
Boronia Diversified Fund (U.S.), LP^†		571,247			-0-		-0-		0.00%
Coolmore Partners LP^‡		(29,505	)		-0-		-0-		0.00%
Discus Feeder Ltd.^†		(382,904	)		-0-		-0-		0.00%
Galena Fund Limited^‡		70,538			-0-		-0-		0.00%
Global Commodity Systematic LP^‡		(59,413	)		-0-		-0-		0.00%
Graham Global Investments Fund Ltd.^†		1,317,207			-0-		-0-		0.00%
LD Commodities Alpha Fund LP^‡		11,554			-0-		-0-		0.00%
Man-AHL Diversified II LP^†		1,046,991			-0-		-0-		0.00%
Millburn Commodity Fund LP^‡		71,837			-0-		-0-		0.00%
MMT Energy Fund^‡		(93,718	)		-0-		-0-		0.00%
Robeco Transtrend Diversified Fund LLC		1,848,098			8,546,675		10,083,339		10.12%
Sparta Commodities US Feeder Fund LLC^‡		(299,680	)		-0-		-0-		0.00%
Winton Futures Fund^†		489,615			-0-		-0-		0.00%

Total investment funds		6,644,521			28,822,465		32,048,275		32.15%

Futures contracts, net		4,072,382			-0-		1,593,824		1.60%

Total	$	10,716,903		$	28,822,465		33,642,099		33.75%

Other assets, less liabilities							66,032,295		66.25%

Net assets						$	99,674,394		100.00%

^† Fund shares were fully disposed of during 2010.

^‡Fund shares were transferred to Aspen Commodity Long/Short Fund, LLC as of May 1, 2010.

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Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

At December 31, 2010, the fair value measurements were as follows:

Fair Value Measurement	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in investment funds	$	-0-	$	32,048,275	$	-0-
Unrealized gains on futures contracts, net		1,593,824		-0-		-0-
Total	$	1,593,824	$	32,048,275	$	-0-

At December 31, 2010, and during the year then ended, the Fund’s investments in futures contracts and net unrealized gains (losses) by type, were as follows:

Futures Contract Type	Net Unrealized Gains
Foreign exchange contracts	$	407,568
Commodity futures contracts		1,186,256
Total	$	1,593,824

As of December 31, 2010, the aggregate unrealized appreciation and depreciation of investment funds was as follows:

Description
Unrealized appreciation	$	3,~~452~~225,~~641~~810
Unrealized depreciation		-0-
Total	$	3,~~452~~225,~~641~~810

At December 31, 2010, and during the year then ended, the Fund’s investments in investment funds and net gains (losses) by investment objective, as a percentage of total, investments were as follows:

Investment Funds & Futures Contracts	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Total
Investment Strategy	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Total
Systematic Trend Followers	$	78,~~966~~593,~~545~~322		$	8,546,675	$	1011,~~083~~677,~~339~~471		3134.4671%
Systematic Short Term Trend Followers		358,529			-0-		-0-		0.00%
Systematic Hybrid Trend Follower		(116,186	)		-0-		-0-		0.00%
Systematic Hybrid Trend Followers		(116,186	)		-0-		-0-		0.00%
Fundamental Discretionary Trend Followers		116,821			-0-		-0-		0.00%
Commodity Specialists		1,881,238			20,275,790		21,964,936		65.29%
Commodity Specialist		2,391,194			20,275,790		21,964,936		68.54%
Total	$	10,716,903		$	28,822,465	$	33,642,099		100.00%
Total	$	10,716,903		$	28,822,465	$	32,048,275		100.00%

F-13

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

At December 31, 2010, and during the year then ended, the Fund’s investments in investment funds and net gains by geographic region, as a percentage of total investments, were as follows:

Investment Funds & Futures Contracts	Net Gains		Cost Basis		Fair Value		% of Total
Geographic Region	Net Gains		Cost Basis		Fair Value		% of Total
United States	$	9,921,967	$	28,822,465	$	3233,~~048~~642,~~275~~099		100.00%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		794,936		-0-		-0-		0.00%
Total	$	10,716,903	$	28,822,465	$	3233,~~048~~642,~~275~~099		100.00%

At December 31, 2009 and during the year then ended, investments and net realized and unrealized gains (losses) on investment funds and futures contracts consisted of the following:

Investment Funds & Futures Contracts	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Funds Net Assets
Abraham Commodity Fund LP	$	(227,778	)	$	2,983,000	$	2,755,222		2.75%
AlphaMosaic (US) LLC (Altis – Cell No. 151)		(225,772	)		3,094,000		2,868,228		2.86%
AlphaMosaic (US) LLC (Krom River – Cell No. 42)		(68,192	)		4,314,000		4,245,808		4.23%
APM Hedged Global Commodity Fund, LDC		(573,295	)		2,617,335		2,982,802		2.97%
Boronia Diversified Fund (U.S.), LP		(931,965	)		13,033,000		14,286,880		14.24%
Discus Fund Ltd.†		243,054			-0-		-0-		0.00%
Discus Feeder Ltd.		18,221			5,986,348		6,004,568		5.98%
Galena Fund Ltd.		(3,043	)		2,300,000		2,296,957		2.29%
Global Commodity Systematic LP		144,947			3,686,932		4,413,960		4.40%
HFR MF Diversified Select Master Trust†		(1,122,923	)		-0-		-0-		0.00%
Man-AHL Diversified II LP		(2,677,670	)		11,202,305		12,385,576		12.34%
Millburn Commodity Fund LP		(152,545	)		2,983,000		2,830,455		2.82%
MMT Energy Fund		(212,084	)		1,580,000		1,367,916		1.36%
Robeco Transtrend Diversified Fund LLC		(1,367,183	)		9,600,000		9,635,241		9.60%
Sparta Commodities US Feeder Fund LLC		147,988			2,216,000		2,363,988		2.36%
Winton Futures Fund		(12,885	)		6,811,469		6,887,115		6.87%
Total investment funds		(7,021,125	)		72,407,389		75,324,716		75.07%
Futures contracts, net		(82,441	)		-0-		51,890		0.05%
Total	$	(7,103,566	)	$	72,407,389		75,376,606		75.12%
Other assets, less liabilities							24,966,379		24.88%
Net assets						$	100,342,985		100.00%

† Fund shares were fully disposed of during 2009.

F-14

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

AtDuring the year ended December 31, 2009, the ~~fair~~Fund’s ~~value~~net ~~measurements~~realized ~~were~~and asunrealized ~~follows~~gains (losses) on investment funds and futures contracts consisted of the following:

Fair Value Measurement	Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment Funds & Futures Contracts	Net Gains/ (Losses)
Investments in investment funds	$	-0-		$	75,324,716	$	-0-
Abraham Commodity Fund LP	$	(227,778	)
Unrealized gains on futures contracts, net		51,890			-0-		-0-
AlphaMosaic (US) LLC (Altis - Cell No. 151)		(225,772	)
Total	$	51,890		$	75,324,716	$	-0-
AlphaMosaic (US) LLC (Krom River - Cell No. 42)		(68,192	)
APM Hedged Global Commodity Fund, LDC		(573,295	)
Boronia Diversified Fund (U.S.), LP		(931,965	)
Discus Fund Ltd.		243,054
Discus Feeder Ltd.		18,221
Galena Fund Ltd.		(3,043	)
Global Commodity Systematic LP		144,947
HFR MF Diversified Select Master Trust		(1,122,923	)
Man-AHL Diversified II LP		(2,677,670	)
Millburn Commodity Fund LP		(152,545	)
MMT Energy Fund		(212,084	)
Robeco Transtrend Diversified Fund LLC		(1,367,183	)
Sparta Commodities US Feeder Fund LLC		147,988
Winton Futures Fund		(12,885	)
Total investment funds		(7,021,125	)
Futures contracts, net		(82,441	)
Total	$	(7,103,566	)

At December 31, 2009, and during the year then ended, the Fund’s investments in ~~futures~~investment ~~contracts and~~funds and net ~~unrealized gains (~~losses) by ~~type~~investment objective, as a percentage of total investments were as follows:

Futures Contract Type	Net Unrealized Gains/(Losses)
Investment Strategy	Net Losses
Foreign exchange contracts	$	185,128	)
Diversified Long-Term Trend Followers	$	(4,387,022	)
Commodity futures contracts		(133,238	)
Diversified Medium-Term Trend Followers	$	(1,367,184	)
Total	$	51,890
Diversified Short-Term Trend Followers	$	(137,259	)
Commodity Specialists		(1,212,101	)
Total	$	(7,103,566	)

AtDuring the year ended December 31, 2009, ~~and during~~ the ~~year then ended, the~~ Fund’s ~~investments in investment funds and~~ net losses by ~~investment~~geographic ~~objective~~region, as a percentage of total, investments, were as follows:

Investment Funds & Futures Contracts	Net Losses			Cost Basis		Fair Value		% of Total
Geographic Region	Net Losses
Diversified Long-Term Trend Followers	$	(4,387,023	)	$	18,013,775	$	19,272,691		25.59%
United States	$	(5,453,496	)
Diversified Medium-Term Trend Followers		(1,367,184	)		9,600,000		9,635,241		12.79%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		(1,650,070	)
Diversified Short-Term Trend Followers		(137,258	)		19,019,347		20,291,448		26.94%
Total	$	(7,103,566	)
Commodity Specialist		(1,212,101	)		25,774,267		26,125,336		34.68%
Total	$	(7,103,566	)	$	72,407,389	$	75,324,716		100.00%

At December 31, 2009, and during the year then ended, the Fund’s investments in investment funds and net losses by geographic region, as a percentage of total investments, were as follows:

Investment Funds & Futures Contracts	Net Losses			Cost Basis		Fair Value		% of Total
United States	$	(5,453,496	)	$	59,923,706	$	62,672,473		83.20%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		(1,650,070	)		12,483,683		12,652,243		16.80%
Total	$	(7,103,566	)	$	72,407,389	$	75,324,716		100.00%

As of December 31, 2009, the aggregate unrealized appreciation and depreciation of investment funds was as follows:

Description
Unrealized appreciation	$	3,806,741
Unrealized depreciation		889,414
Total	$	2,917,327

F-15

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

AtThe ~~December~~investment ~~31,~~objectives ~~2008~~ and ~~during~~redemptions ~~the year then~~permitted ~~ended,~~for ~~investments~~the ~~and~~investment ~~net~~funds ~~realized~~in ~~and~~which ~~unrealized~~the ~~gains~~Fund ~~(losses)~~had oninvested ~~investment~~as ~~funds~~of ~~and~~December ~~futures~~31, ~~contracts~~2011 ~~consisted~~were ofas ~~the following~~follows:

Investment Funds & Futures Contracts	Net Gains/ (Losses)
APM Hedged Global Commodity Fund, LDC	$	878,247
Aspect US Fund LLC†		668,885
Boronia Diversified Fund (U.S.), LP		531,686
Discus Fund Ltd.		447,408
FORT Global Contrarian, LP†		(800,266	)
Global Commodity Systematic LP		1,863,631
HFR MF Diversified Select Master Trust		2,955,653
Man-AHL Diversified II LP		2,921,464
Robeco Transtrend Diversified Fund LLC		1,402,424
Welton Global Capital Markets Fund, Ltd.†		1,948,536
Total investment funds		12,817,668
Futures contracts, net		97,646
Total	$	12,915,314
Other assets, less liabilities		20,460,781
Net assets	$	115,876,755

Investment Funds & Managed Accounts	Investment Objective	Withdrawals Permitted
ADF Trading Company I, LLC (Welton Investment Corporation)	Systematic Trend Follower	Daily
ADF Trading Company IV, LLC (Blackwater Capital Management LLC)	Systematic Trend Follower	Daily
ADF Trading Company VI, LLC (Abraham Trading Company)	Systematic Trend Follower	Daily
ADF Trading Company VII, LLC (Aspen Partners, Ltd.)	Systematic Trend Follower	Daily
ADF Trading Company VIII, LLC (LBR Group, Inc.)	Discretionary Short-Term Trader	Daily
ADF Trading Company IX, LLC (Eckhardt Trading Company)	Systematic Trend Follower	Daily
ADF Trading Company X, LLC (Saxon Investment Company)	Systematic Trend Follower	Daily
ADF Trading Company XI, LLC (Rotella Investment Corporation)	Systematic Trend Follower	Daily
ADF Trading Company XII, LLC (Tactical Investment Management Corp.)	Systematic Trend Follower	Daily
Aspen Commodity Long/Short Fund LLC	Commodity Specialist	Monthly
Crabel Fund LP	Systematic Trend Follower	Monthly

† Fund shares were fully disposed of during 2008.

At December 31, 2008, and during the year then ended, the Fund’s net gains by geographic region were as follows:

Investment Funds & Futures Contracts	Net Gains
United States	$	3,955,936
Caribbean (Bermuda, Bahamas, and Cayman Islands)		8,959,378
Total	$	12,915,314

As of December 31, 2008, the aggregate unrealized appreciation and depreciation of investment funds was as follows:

Description
Unrealized appreciation	$	19,044,316
Unrealized depreciation		-0-
Total	$	19,044,316

F-16

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS – Continued

The investment objectives and redemptions permitted for the investment funds in which the Fund had invested as of December 31, 2010 were as follows:

Investment Funds & Managed Accounts Investment Objective Withdrawals Permitted ADF Trading Company I, LLC (Welton Investment Corporation) Systematic Trend Follower Daily ADF Trading Company II, LLC (Systematic Alpha Asset Management USA LLC) Systematic Short-Term Trend Follower Daily ADF Trading Company IV, LLC (Blackwater Capital Management LLC) Systematic Trend Follower Daily ADF Trading Company VI, LLC (Abraham Trading Company) Systematic Trend Follower Daily Aspen Commodity Long/Short Fund LLC Commodity Specialist Monthly Robeco Transtrend Diversified Fund LLC Systematic Trend Follower Monthly

These investment funds engage primarily in speculative trading of U.S. and foreign futures contracts and options on U.S. and foreign futures contracts, and foreign currency transactions. The funds are exposed to both market risks, the risk arising from changes in the market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

Furthermore, certain of the investment funds include restrictions as to the minimum amount of time that an investor must remain invested in the investment fund. Information is not available to determine if an individual investment held by any of these investment funds exceeded 5% of the Fund’s capital at December 31, ~~2010~~2011 and ~~2009~~2010.

At December 31, ~~2010~~2011 and ~~2009~~2010, the Fund had remitted $~~16,600,000~~-0- and $116,~~000~~600,000, respectively, to the investment funds and managed accounts that would not be credited to its respective capital accounts until the first day of the following month. These amounts were recorded as investments in transit.

NOTE C – NET ASSETS

The Fund maintains separate capital accounts for its members. Net profits, net losses, and expenses attributable to each class are allocated to the members holding units of each class in proportion to their respective unit ownership percentages.

Each member may withdraw all or any portion of his/her capital account as of the end of each calendar month, provided that the withdrawing member gives at least 10 days prior written notice.

The Fund admits members only on the first day of each month. At December 31, ~~2010~~2011 and ~~2009~~2010, the Fund had received capital contributions of $~~521~~3,~~391~~164,000 and $1521,~~083~~391,~~380,~~ respectively that were credited to the member’s capital accounts on the first day of the following month or in a future admission period. These amounts have been recorded as capital contributions received in advance of admission date.

The Fund may be dissolved at any time by the determination of the managing member to dissolve and liquidate the Fund.

F-1716

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE C – NET ASSETS – Continued

During the years ended December 31, ~~2008~~2009, ~~2009~~2010 and ~~2010~~2011, net assets changed as follows:

	Class A			Class B			Class C			Class E			Total
Net asset value at December 31, 2007	$	3,576,430		$	66,112,341		$	-0-		$	16,284,481		$	85,973,252
Issuance of units		4,070,200			22,790,821			1,504,331			248,069			28,613,421
Redemption of units		(461,510	)		(7,767,000	)		-0-			(857,165	)		(9,085,675	)
Transfer between classes		-0-			(4,372,956	)		4,372,956			-0-			-0-
Net increase from operations		471,085			7,613,439			186,043			2,105,190			10,375,757
Net asset value at December 31, 2008	$	7,656,205		$	84,376,645		$	6,063,330		$	17,780,575		$	115,876,755
Issuance of units		2,650,160			19,198,544			400,000			219,972			22,468,676
Redemption of units		(1,904,431	)		(19,157,755	)		(4,252,747	)		(3,395,689	)		(28,710,622	)
Net decrease from operations		(820,757	)		(6,842,014	)		(379,933	)		(1,249,120	)		(9,291,824	)
Net asset value at December 31, 2009	$	7,581,177		$	77,575,420		$	1,830,650		$	13,355,738		$	100,342,985
Issuance of units		7,269,842			19,482,471			1,000			193,540			26,946,853
Redemption of units		(1,030,323	)		(27,435,632	)		(1,940,936	)		(5,035,613	)		(35,442,504	)
Net decrease from operations		941,859			5,779,914			110,341			994,946			7,827,060
Net asset value at December 31, 2010	$	14,762,555		$	75,402,173		$	1,055		$	9,508,611		$	99,674,394
Issuance of units		1,964,268			15,597,632			5,521,000			330,600			23,413,500
Redemption of units		(5,977,113	)		(19,852,268	)		(70,876	)		(2,371,332	)		(28,271,589	)
Net decrease from operations		(2,068,771	)		(7,942,526	)		(314,158	)		(777,688	)		(11,103,143	)
Net asset value at December 31, 2011	$	8,680,939		$	63,205,011		$	5,137,021		$	6,690,191		$	83,713,162

~~F-18~~Unit transactions for the year ended December 31, 2009, 2010 and 2011 were as follows:

	Class A			Class B			Class C			Class E			Total
Units outstanding at December 31, 2008		62,787			631,907			58,904			125,305			878,903
Units issued		23,042			150,104			4,133			1,612			178,891
Units redeemed		(16,697	)		(148,754	)		(43,771	)		(25,341	)		(234,563	)
Units outstanding at December 31, 2009		69,132			633,257			19,266			101,576			823,231

Net asset value per unit at December 31, 2009	$	109.66		$	122.50		$	95.03		$	131.49

Units outstanding at December 31, 2009		69,132			633,257			19,266			101,576			823,231
Units issued		67,795			157,755			10			1,477			227,037
Units redeemed		(9,418	)		(219,198	)		(19,266	)		(36,516	)		(284,398	)
Units outstanding at December 31, 2010		127,509			571,814			10			66,537			765,870

Net asset value per unit at December 31, 2010	$	115.78		$	131.86		$	102.89		$	142.91

Units outstanding at December 31, 2010		127,509			571,814			10			66,537			765,870
Units issued		16,999			123,970			56,773			2,377			200,119
Units redeemed		(58,226	)		(155,178	)		(774	)		(16,641	)		(230,819	)
Units outstanding at December 31, 2011		86,282			540,606			56,009			52,273			735,170

Net asset value per unit at December 31, 2011	$	100.61		$	116.92		$	91.72		$	127.99

F-17

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE C – NET ASSETS – Continued

Unit transactions for the year ended December 31, 2008, 2009 and 2010 were as follows:

	Class A			Class B			Class C			Class E			Total
Units outstanding at December 31, 2007		31,842			547,761			-0-			129,640			709,243
Units issued		34,824			178,800			58,904			1,900			274,428
Units redeemed		(3,879	)		(94,654	)		-0-			(6,235	)		(104,768	)
Units outstanding at December 31, 2008		62,787			631,907			58,904			125,305			878,903
Net asset value per unit at December 31, 2008	$	121.94		$	133.53		$	102.93		$	141.90
Units outstanding at December 31, 2008		62,787			631,907			58,904			125,305			878,903
Units issued		23,042			150,104			4,133			1,612			178,891
Units redeemed		(16,697	)		(148,754	)		(43,771	)		(25,341	)		(234,563	)
Units outstanding at December 31, 2009		69,132			633,257			19,266			101,576			823,231
Net asset value per unit at December 31, 2009	$	109.66		$	122.50		$	95.03		$	131.49
Units outstanding at December 31, 2009		69,132			633,257			19,266			101,576			823,231
Units issued		67,795			157,755			10			1,477			227,037
Units redeemed		(9,418	)		(219,198	)		(19,266	)		(36,516	)		(284,398	)
Units outstanding at December 31, 2010		127,509			571,814			10			66,537			765,870
Net asset value per unit at December 31, 2010	$	115.78		$	131.86		$	102.89		$	142.91

F-19

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE D – RELATED PARTY TRANSACTIONS

The Fund pays various monthly fees to the managing member, Aspen Partners, Ltd., which vary depending upon the unit class. The annual fee percentages by unit class are as follows:

	Class A		Class B		Class C		Class D		Class E
Management Fees		1.00%		1.00%		0.75%		1.00%		0.00%
Incentive Fees		10.00%		10.00%		7.50%		10.00%		0.00%
Administrative Fees		0.35%		0.35%		0.10%		0.70%		0.35%

As of June 1, 2009, the administrative fees of the Fund decreased from 0.65% to 0.35% for Class A, Class B and Class E units, from 0.25% to 0.05% for Class C units, and from 1.65% to 0.70% for Class D units. On December 1, 2010 the administrative fee for Class C increased from .05% to .10%. In addition the Fund pays its operating expenses and custody fees. The operating expenses will be allocated pro-rata to each Class of units. The custody fees will be paid by each class as incurred.

The incentive fees are equal to the applicable percentage of the new investment profits earned monthly by class over the high water mark, as defined. During the years ended December 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, the Fund recognized management and incentive fee expenses of $875,935, $916,185, and $914,~~851and~~851 respectively. An incentive of $111,~~722,143,~~167 ~~respectively~~was paid during 2011. There were no incentive fees paid during the year ended December 31, 2010 and 2009.

At December 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, the Fund recognized expenses of $~~360~~328,~~425~~178, $~~503~~360,~~901~~425, and $~~657~~503,~~763~~901, respectively related to certain accounting and administrative services provided by the managing member.

At December 31, ~~2010~~2011 and ~~2009~~2010 accounts payable consisted of $~~102~~89,~~221~~082 and $~~106~~102,~~235~~221, respectively, related to management fees, incentive fees and administrative fees.

Interests in the Fund are marketed through Frontier Solutions, LLC, a registered Broker/Dealer. As of December 31, ~~2010~~2011, there were no fees paid to Frontier Solutions by the Fund.

F-18

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS

Financial highlights for the Fund are shown below. All income and expense percentages are based on total income or expense for the year for each class and are calculated using the weighted average invested capital by class of unit. Ratios for Class E units reflect the fact that Class E units incur no management or incentive fees. An individual investor’s ratios may vary from these ratios due to the timing of investments and withdrawals and market volatility.

~~F-20~~Financial highlights were as follows for the year ended December 31, 2011:

Per Unit Activity	Class A			Class B			Class C			Class E
Beginning net unit value at December 31, 2010	$	115.78		$	131.86		$	102.89		$	142.91

Net realized and unrealized loss on investments		(9.14	)		(10.54	)		(8.25	)		(11.52	)
Interest income		0.00			0.00			0.00			0.00
Total investment loss		(9.14	)		(10.54	)		(8.25	)		(11.52	)

Management and incentive fees		(1.11	)		(1.28	)		(0.75	)		-0-
Administrative and other expenses		(4.92	)		(3.12	)		(2.16	)		(3.40	)
Total operating expenses		(6.03	)		(4.40	)		(2.91	)		(3.40	)

Ending unit value December 31, 2011	$	100.61		$	116.92		$	91.73		$	127.99

	Class A			Class B			Class C			Class E
Net investment loss		(8.78%	)		(7.53%	)		(23.98%	)		(6.48%	)
Operating expenses, before incentive fees		(5.23%	)		(3.46%	)		(4.98%	)		(2.40%	)
Operating expenses, after incentive fees		(5.23%	)		(3.46%	)		(4.98%	)		(2.40%	)
Decrease in net assets		(14.01%	)		(10.98%	)		(28.96%	)		(8.89%	)
Total return		(13.10%	)		(11.34%	)		(10.85%	)		(10.44%	)
Earnings per unit	$	(15.81	)	$	(14.24	)	$	(28.31	)	$	(12.57	)

The portfolio turnover rate for the year ended December 31, 2011 was 34.98%.

F-19

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS – Continued

Financial highlights were as follows for the year ended December 31, 2010:

Per Unit Activity	Class A			Class B			Class C			Class E
Beginning net unit value at December 31, 2009	$	109.66		$	122.50		$	95.03		$	131.49
Net realized and unrealized gain on investments		11.14			12.64			9.85			13.67
Interest income		0.00			0.00			0.00			0.00
Total investment gain		11.14			12.64			9.85			13.67
Management and incentive fees		(1.09	)		(1.23	)		(0.72	)		-0-
Administrative and other expenses		(3.93	)		(2.05	)		(1.27	)		(2.25	)
Total operating expenses		(5.02	)		(3.28	)		(1.99	)		(2.25	)
Ending unit value December 31, 2010	$	115.78		$	131.86		$	102.89		$	142.91
	Class A			Class B			Class C			Class E
Net investment gain		12.33%			10.12%			9.42%			9.32%
Net investment income		12.33%			10.12%			9.42%			9.32%
Operating expenses, before incentive fees		(4.89%	)		(2.64%	)		(2.04%	)		(1.55%	)
Operating expenses, after incentive fees		(4.89%	)		(2.64%	)		(2.04%	)		(1.55%	)
Increase in net assets		7.44%			7.47%			7.39%			7.77%
Total return		5.58%			7.64%			8.27%			8.69%
Earnings per unit	$	8.07		$	9.11		$	12.64		$	10.20

The portfolio turnover rate for the year ended December 31, 2010 was 72.75%.

F-2120

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS – Continued

Financial highlights were as follows for the year ended December 31, 2009:

Per Unit Activity	Class A			Class B			Class C			Class E
Beginning net unit value at December 31, 2008	$	121.94		$	133.53		$	102.93		$	141.90

Net realized and unrealized loss on investments		(7.64	)		(8.42	)		(6.51	)		(8.98	)
Interest income		0.00			0.00			0.00			0.00
Total investment loss		(7.64	)		(8.42	)		(6.51	)		(8.98	)

Management and incentive fees		(1.15	)		(1.27	)		(0.74	)		-0-
Administrative and other expenses		(3.49	)		(1.34	)		(0.65	)		(1.43	)
Total operating expenses		(4.64	)		(2.61	)		(1.39	)		(1.43	)

Ending unit value December 31, 2009	$	109.66		$	122.50		$	95.03		$	131.49

	Class A			Class B			Class C			Class E
Net investment loss		(6.55%	)		(6.53%	)		(5.88%	)		(6.44%	)
Operating expenses, before incentive fees		(4.05%	)		(2.06%	)		(1.21%	)		(1.02%	)
Operating expenses, after incentive fees		(4.05%	)		(2.06%	)		(1.21%	)		(1.02%	)
Decrease in net assets		(10.60%	)		(8.58%	)		(7.10%	)		(7.46%	)
Total return		(10.07%	)		(8.26%	)		(7.68%	)		(7.34%	)
Losses per unit	$	(12.28	)	$	(10.97	)	$	(13.03	)	$	(10.19	)

The portfolio turnover rate for the year ended December 31, 2009 was 39.56%.

F-22

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS – Continued

Financial highlights were as follows for the year ended December 31, 2008:

Per Unit Activity	Class A			Class B			Class C †			Class E
Beginning net unit value at December 31, 2007	$	112.32		$	120.70		$	-0-		$	125.61
Initial unit purchase value	$	-0-		$	-0-		$	100.00		$	-0-
Net realized and unrealized gains on investments		15.16			16.41			3.97			17.21
Interest income		0.04			0.04			0.01			0.04
Total investment gain		15.20			16.45			3.98			17.25
Management and incentive fees		(2.38	)		(2.70	)		(0.79	)		-0-
Administrative and other expenses		(3.20	)		(0.92	)		(0.26	)		(0.96	)
Total operating expenses		(5.58	)		(3.62	)		(1.05	)		(0.96	)
Ending unit value December 31, 2009	$	121.94		$	133.53		$	102.93		$	141.90
† Class C units were first issued on April 1, 2008.
	Class A			Class B			Class C†			Class E
Net investment loss		14.48%			12.95%			7.77%			12.83%
Operating expenses, before incentive fees		4.19%			1.82%			1.46%			0.71%
Operating expenses, after incentive fees		5.06%			2.90%			1.87%			0.71%
Increase in net assets		9.42%			10.05%			5.91%			12.11%
Total return		8.56%			10.63%			2.94%			12.97%
Earnings per unit	$	11.16		$	2.98		$	5.81		$	6.41

The portfolio turnover rate for the year ended December 31, 2008 was 39.93%.

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS

Investments in derivative contracts are subject to additional risks that can result in a loss of the investment. The Fund’s activities and exposure are classified by the following underlying risks: interest rate, credit foreign currency exchange rate, commodity price, and equity price risks. In addition, the Fund is also subject to counterparty risk should its counterparties fail to meet the terms of their contracts.

The Fund’s derivative activity is stated at fair value. Changes in unrealized appreciation or depreciation of the investments are recognized as unrealized gains and losses in the statement of operations.

~~F-23~~Forward Contracts: Forward currency and commodities transactions are contracts for delayed delivery of specific currencies and commodities in which the seller agrees to make delivery at a specified date. The Fund enters into these contracts to hedge itself against foreign currency exchange rate risk for its foreign currency dominated assets and liabilities. Risks associated with foreign currency and commodities contracts include the inability of counterparties to meet the terms of their contracts as well as movements in fair value and exchange rates. Changes in unrealized appreciation or depreciation of the investments are recognized as unrealized gains and losses in the statement of operations.

Futures Contracts: A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities and commodities, interest rates or foreign currencies.

F-21

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS - Continued

Forward Contracts: Forward currency and commodities transactions are contracts for delayed delivery of specific currencies and commodities in which the seller agrees to make delivery at a specified date. The Fund enters into these contracts to hedge itself against foreign currency exchange rate risk for its foreign currency dominated assets and liabilities. Risks associated with foreign currency and commodities contracts include the inability of counterparties to meet the terms of their contracts as well as movements in fair value and exchange rates. Changes in unrealized appreciation or depreciation of the investments are recognized as unrealized gains and losses in the statement of operations.

Futures contracts provide reduced counterparty risk to the Fund since futures are exchange-traded. The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant. (“FCM”) Payments are made or received by the Fund each day, depending on the fluctuations in the contract value, and are recorded as unrealized gains or losses on the Fund’s financial statements.

The volume of the Fund’s derivative activities based on their notional amounts and number of contracts as of December 31, ~~2010~~2011 and ~~2009~~2010:

December 31, 2010

Long Exposure

Short Exposure

December 31, 2011

Long Exposure

Short Exposure

Primary Underlying Risk

Notional Amounts

Number of Contracts

Notional Amounts

Number of Contracts

Foreign currency exchange rate

Forward contracts

264,~~660~~013,000

~~171~~4,042,940

235,~~414~~320,000

~~144~~5,307,817

Commodity price

Futures contracts

~~131~~188,~~702~~425,000

1,~~032~~105

40111,~~518~~445,000

~~345~~1,179

Total

~~158~~192,~~362~~438,000

14,~~203~~044,045

63116,~~932~~765,000

~~489~~5,308,996

December 31, 2009

Long Exposure

Short Exposure

December 31, 2010

Long Exposure

Short Exposure

Primary Underlying Risk

Notional Amounts

Number of Contracts

Notional Amounts

Number of Contracts

Foreign currency exchange rate

Forward contracts

288,~~930~~594,000

~~204~~8,487,381

248,~~248~~722,000

~~190~~8,604,344

Commodity price

Futures contracts

40155,~~219~~475,000

~~435~~1,347

6543,~~786~~533,000

~~391~~345

Total

69164,~~149~~069,000

~~639~~8,488,728

9052,~~034~~255,000

~~581~~8,604,689

~~F-24~~The fair value amounts of derivative instruments in the statement of financial condition as derivative contracts, categorized by primary underlying risk for the year ended December 31, 2011 and 2010:

	December 31, 2011				December 31, 2010
Primary underlying risk	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Foreign currency exchange rate
Forward contracts	$	33,269	$	75,746	$	125,219	$	136,162
Commodity price
Futures contracts		2,445,257		1,794,785		2,802,842		1,198,075

Gross derivative assets and liabilities		2,478,526		1,870,531		2,928,061		1,334,237

Less: Master netting arrangements		-0-		-0-		-0-		-0-
Less: Cash collateral applied		-0-		-0-		-0-		-0-

Net derivative assets and liabilities	$	2,478,526	$	1,870,531	$	2,928,061	$	1,334,237

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Table of Contents

~~The~~Aspen ~~fair~~Diversified ~~value amounts of derivative~~Fund ~~instruments in the statement of financial condition as derivative contracts, categorized by primary underlying risk for the year ended December 31, 2010 and 2009:~~LLC

	December 31, 2010				December 31, 2009
Primary underlying risk	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Foreign currency exchange rate
Forward contracts	$	1,496,068	$	1,088,500	$	1,916,302	$	1,731,174
Commodity price
Futures contracts		1,431,993		245,737		383,839		517,077
Gross derivative assets and liabilities		2,928,061		1,334,237		2,300,141		2,248,251
Less: Master netting arrangements		-0-		-0-		-0-		-0-
Less: Cash collateral applied		-0-		-0-		-0-		-0-
Net derivative assets and liabilities	$	2,928,061	$	1,334,237	$	2,300,141	$	2,248,251

Notes to Financial Statements

~~The~~NOTE ~~net~~F ~~gain~~– ~~and~~INVESTMENTS ~~loss amounts included~~IN inDERIVATIVES ~~the~~CONTRACTS ~~statement~~- ~~of operations as net gain from derivative contracts, categorized by underlying risk for the year ended December 31, 2010 and 2009:~~Continued

		December 31, 2010		December 31, 2009
Primary underlying risk		Amount of Gain		Amount of Gain
Foreign currency exchange rate
Forward contracts	$	407,568	$	185,128
Commodity price
Futures contracts		1,186,256		(133,238	)
Total	$	1,593,824	$	51,890

The net gain and loss amounts included in the statement of operations as net gain from derivative contracts, categorized by underlying risk for the year ended December 31, 2011 and 2010:

		December 31, 2011			December 31, 2010
Primary underlying risk		Amount of Loss			Amount of Gain
Foreign currency exchange rate
Forward contracts	$	(526,124	)	$	178,435
Commodity price
Futures contracts		(4,628,874	)		4,130,863
Total	$	(5,154,998	)	$	4,309,298

For the years ended December 31, 2011 and 2010, futures contracts per Note B are presented net of interest income and expense, and commission expense for a net decrease of $418,032 and $236,916 respectively.

NOTE G – SUBSEQUENT EVENTS

During the period from January 1, ~~2011~~2012 through March 2822, ~~2011~~2012, the Fund received additional capital contributions of $34,~~809~~031,~~865,~~073 and members requested redemptions of $26,~~484~~588,~~798~~890.

NOTE H – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following represents unaudited quarterly financial information for the eight quarters through December 31, 2010.

4th Qtr. 2010

3rd Qtr. 2010

2nd Qtr. 2010

1st Qtr. 2010

4th Qtr. 2009

3rd Qtr. 2009

2nd Qtr. 2009

1st Qtr. 2009

4th Qtr. 2011

3rd Qtr. 2011

2nd Qtr. 2011

1st Qtr. 2011

4th Qtr. 2010

3rd Qtr. 2010

2nd Qtr. 2010

1st Qtr. 2010

Total investment income (loss)

6(4,~~663~~638,~~808~~727

)

4303,~~542,532~~818

(14,~~379~~057,~~903~~197

)

~~890~~826,~~466~~754

(26,~~171~~663,~~974~~808

)

~~842~~4,~~212~~542,532

(1,~~733~~379,~~242~~903

)

(4890,~~039,909~~466

)

Total expenses

1658,~~019,398~~035

~~759~~961,~~763~~426

~~577~~881,~~789~~047

~~532~~1,~~893~~037,282

~~525~~1,~~546~~019,398

~~570~~759,~~070~~763

~~568~~577,~~776~~789

~~524~~532,~~519~~893

Net increase (decrease) in net assets

(5,~~644~~296,~~410~~762

)

3(657,~~782,769~~608

)

(14,~~957~~938,~~692~~244

)

~~357~~(210,~~573~~528

)

(25,~~697~~644,~~520~~410

)

~~272~~3,~~142~~782,769

(21,~~302~~957,~~018~~692

)

(4357,~~564,428~~573

)

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Table of Contents

Net increase (decrease) in net assets per weighted average unit:

	4th Qtr. 2010			3rd Qtr. 2010			2nd Qtr. 2010			1st Qtr. 2010			4th Qtr. 2009			3rd Qtr. 2009			2nd Qtr. 2009			1st Qtr. 2009
	4th Qtr. 2011			3rd Qtr. 2011			2nd Qtr. 2011			1st Qtr. 2011			4th Qtr. 2010			3rd Qtr. 2010			2nd Qtr. 2010			1st Qtr. 2010
Class A	$	5(6.3572	)	$	3(1.4426	)	$	(27.5621	)	$	1(0.3375	)	$	(35.3435	)	$	(03.2744	)	$	(32.0456	)	$	(51.5633	)
Class B	$	(6.6880	)	$	4(0.4186	)	$	(26.2439	)	$	(0.2721	)	$	(36.2368	)	$	04.3141		$	(2.6924	)	$	(50.3027	)
Class C	$	(5.4005	)	$	3(1.6401	)	$	(15.5942	)	$	(0.1587	)	$	(25.3540	)	$	03.2964		$	(1.9359	)	$	(40.0115	)
Class E	$	(7.9009	)	$	5(0.0849	)	$	(26.0819	)	$	0.6316		$	(37.1090	)	$	05.6408		$	(2.5208	)	$	(50.4163	)

F-2623

Table of Contents

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

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. The principal executive officer and the principal financial officer of the Managing Member have evaluated the effectiveness of the design and operation of the Fund’s disclosure controls and procedures. These controls and procedures are designed to ensure that the Fund records, processes, and summarizes the information required to be disclosed in the reports submitted to the Securities and Exchange Commission in a timely and effective manner. Based upon this evaluation, they concluded that, as of December 31, ~~2010~~2011, the Fund’s disclosure controls are effective.

Management’s Report on Internal Control over Financial Reporting. The Managing Member of the Fund is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Managing Member has assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, ~~2010~~2011. In making this assessment, the Managing Member used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, in Internal Control-Integrated Framework. The Managing Member has concluded that, as of December 31, ~~2010~~2011, the Fund’s internal control over financial reporting is effective based on these criteria. This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This annual report does not include an attestation report of the Fund’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Fund’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting. There have been no changes in the Fund’s internal control over financial reporting in the twelve months ended December 31, ~~2010~~2011 that have materially affected or are reasonably likely to materially affect the Fund’s internal control over financial reporting.

Limitations on the Effectiveness of Controls. Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Item 9B. Other Information.

Not applicable.

-20-

Table of Contents

Part III

Item 10. Directors, Executive Officers and Corporate Governance.
(a) and (b) Identification of Directors and Executive Officers.
	The registrant itself has no directors or officers. The Managing Member, Aspen Partners, Ltd., is responsible for all decisions concerning the business and operations of the Fund.
	The principals and executive officers of the Managing Member are Kenneth E. Banwart, William Ware Bush, Bryan R. Fisher, Adam Langley, Deborah Terry, Paul Morin and Ramond Mecherle.
	The principals and executive officers of the Managing Member are Kenneth E. Banwart, William Ware Bush, Bryan R. Fisher, Adam Langley, Deborah Terry, and Paul Morin.
	Kenneth E. Banwart, born in 1942, is Managing Partner of the Managing Member and President of Frontier Solutions, LLC, a wholly-owned broker/dealer subsidiary of the Managing Member. He has over 40 years’ experience in the selection and management of a wide range of alternative investments.
	Mr. Banwart began his career in 1966 after graduating with a Bachelor of Business Administration degree in Accounting from Wichita State University. From 1966 to 1969 he was with Ernst & Young LLP (formerly Arthur Young & Company) on the audit and tax staff specializing in the securities industry. During this period he became a Certified Public Accountant and was a member of the National Association of CPAs, the Texas Society of CPAs, and the National Association of Accountants.
	From 1969 to 1978 he was Director of the Tax Incentive Investment Department specializing in the selection and marketing of alternative investments for Rauscher Pierce Refsnes, Inc., a regional NYSE Member Firm with offices throughout the Southwest. In this position he was responsible for forming and heading the group in the selection, due diligence and marketing of investments in real estate, oil and gas, equipment leasing and agriculture.
	Since 1979, Mr. Banwart primarily has run his own businesses involved in the selection and marketing of alternative investments including commercial real estate development, oil and gas exploration, cattle feeding and managed futures funds. During his business career, he has held a wide range of Board and management positions including the following:
	· Co-Chairman of the Board - Red River Feed Yards, Inc. An integrated agriculture company including a 100,000 feedlot.
	· Executive Vice President - Robert Stanger & Co. A recognized authority in alternative investments with various books, publications and consulting services.
	· Executive Vice President - Boston Bay Capital, Inc. A firm specializing in the acquisition, renovation and management of certified historic properties.
	· Founder and President - Summit Capital A firm specializing in the funding of multi-family properties being acquired from the Resolution Trust Corporation (RTC) or bank foreclosure.
	William Ware Bush, born in 1953, has twenty-six years of experience in the financial services industry. He joined the Managing Member in 1998. He is primarily responsible for client relationships in the Southern and Western Regions of the United States.
	In his career he has served in a variety of roles at investment banks and management firms. He started his investment career as an Institutional Salesman for E. F. Hutton & Company and was a Vice President at Donaldson, Lufkin & Jenrette. He has been a senior marketer for two institutional investment advisory organizations. He has been with Aspen Partners since 1998 and has helped design, structure, and promote investment programs in Managed Futures and Hedge Funds.

~~-21-~~19

Table of Contents

HeMr. ~~often~~Banwart ~~speaks~~began onhis ~~the~~career ~~area~~in of1966 ~~Managed~~after ~~Futures~~graduating atwith ~~conferences~~a ~~and~~Bachelor ~~meetings~~ of ~~consultants~~Business ~~and~~Administration ~~financial advisors. Mr. Bush received an undergraduate~~ degree in ~~history~~Accounting ~~and international political science~~ from ~~Vanderbilt~~Wichita State University. ~~and~~From an1966 ~~MBA~~to in1969 ~~International~~he ~~Business~~was ~~from~~with ~~Georgia~~Ernst ~~State~~& ~~University~~Young inLLP ~~Atlanta.~~(formerly ~~Bryan~~Arthur ~~Fisher,~~Young ~~born~~& inCompany) ~~1973,~~on ~~joined~~ the ~~Managing~~audit ~~Member in 2000~~ and ~~became~~tax astaff ~~Partner~~specializing in the ~~company~~securities ~~in 2007~~industry. ~~Mr.~~During ~~Fisher~~this isperiod ~~primarily~~he ~~responsible~~became ~~for~~a ~~client~~Certified ~~relationships~~Public inAccountant ~~the Mid-Atlantic~~ and ~~Northeast~~was ~~Regions~~a member of the ~~United~~National ~~States.~~Association ~~Prior~~of toCPAs, ~~joining~~ the ~~Managing~~Texas ~~Member~~Society of CPAs, ~~Mr.~~and ~~Fisher~~the ~~previously~~National ~~worked~~Association ~~for~~of ~~First~~Accountants. ~~Union~~From ~~Securities’~~1969 ~~(now~~to ~~Wells~~1978 ~~Fargo~~he ~~Securities)~~was ~~Alternative~~Director ~~Investment~~of ~~Group~~the ~~where~~Tax heIncentive ~~was~~Investment ~~responsible~~Department ~~for~~specializing ~~national~~in ~~sales~~the selection and marketing of ~~seven~~alternative ~~(7)~~investments ~~broad~~for ~~product~~Rauscher ~~groups:~~Pierce ~~managed~~Refsnes, ~~futures~~Inc., ~~private~~a ~~real~~regional ~~estate,~~NYSE ~~oil~~Member ~~and~~Firm ~~gas~~with ~~LPs,~~offices ~~exchange~~throughout ~~funds,~~the ~~hedge~~Southwest. ~~funds~~In ofthis ~~funds,~~position ~~private~~he ~~equity/venture~~was ~~capital,~~responsible ~~and~~for ~~institutional~~forming ~~money~~and ~~market~~heading ~~funds.~~the ~~Prior~~group toin ~~joining~~the ~~First Union~~selection, ~~Mr.~~due ~~Fisher~~diligence ~~was~~and ~~Vice~~marketing ~~President~~ of ~~Sales~~investments ~~and~~in ~~Marketing~~real ~~for~~estate, ~~National~~oil ~~Holdcasting~~and ~~Corp.~~gas, aequipment ~~telecommunications~~leasing ~~firm~~and ~~located~~agriculture. inSince ~~Richmond~~1979, ~~VA.~~ Mr. ~~Fisher~~Banwart ~~holds~~primarily ahas ~~Bachelor~~run ofhis ~~Arts~~own ~~Degree~~businesses ~~from~~involved ~~Virginia~~in ~~Polytechnic~~the ~~Institute~~selection and ~~State~~marketing ~~University.~~of ~~Adam~~alternative ~~Langley,~~investments ~~born~~including incommercial ~~1967,~~real ~~oversees~~estate ~~all aspects related to regulatory~~development, ~~legal~~oil and ~~compliance~~gas ~~matters of the Fund~~exploration, ~~the~~cattle ~~Managing~~feeding ~~Member~~ and ~~all~~managed ~~related~~futures ~~entities as Chief Compliance Officer~~funds. HeDuring ~~joined~~his ~~the~~business ~~Managing~~career, ~~Member~~he ~~in 2004 and~~ has ~~been~~held ~~responsible~~a ~~for~~wide ~~various~~range ~~accounting~~of ~~and~~Board ~~operational functions. He was appointed Chief Compliance officer in 2005~~ and ~~was~~management ~~instrumental~~positions inincluding ~~establishing~~the ~~Frontier~~following: ~~Solutions,~~· ~~LLC, a registered broker~~Co-~~dealer~~Chairman ~~and~~of athe ~~wholly~~Board ~~owned~~- ~~subsidiary~~Red ofRiver ~~Aspen~~Feed ~~Partners.~~Yards, MrInc. ~~Langley~~An ~~has~~integrated ~~been~~agriculture ~~integral~~company toincluding ~~the~~a ~~launch~~100,000 ~~and~~feedlot. ~~growth~~· ofExecutive ~~each~~Vice ofPresident ~~Aspen’s~~- ~~proprietary~~Robert ~~investment~~Stanger ~~products,~~& ~~and~~Co. ~~has~~A ~~extensive~~recognized ~~experience~~authority ~~navigating~~in ~~the~~alternative ~~regulatory~~investments ~~landscape~~with ofvarious ~~complex~~books, ~~investment~~publications ~~vehicles~~ and ~~other~~consulting ~~business structures~~services. ~~Prior~~· ~~to joining the Managing Member, Mr. Langley served as~~ Executive ~~Director~~Vice ofPresident ~~a non~~-~~profit~~ ~~organization~~Boston ~~where~~Bay heCapital, ~~oversaw~~Inc. ~~risk~~A ~~management,~~firm ~~real~~specializing ~~estate,~~in ~~legal~~the ~~matters~~acquisition, renovation and ~~government~~management ~~relations~~of ~~among~~certified ~~other~~historic ~~duties~~properties. ~~Previously~~· heFounder ~~worked for Delta Air Lines in sales~~ and ~~was~~President a- ~~part~~Summit ofCapital ~~the~~A ~~company’s~~firm ~~disaster~~specializing ~~response~~in ~~team. Mr. Langley holds~~ the ~~Certified~~funding ~~Regulatory~~of ~~and~~multi-family ~~Compliance~~properties ~~Professional~~being ~~(“CRCP”)~~acquired ~~designation~~from ~~granted by~~ the ~~Financial~~Resolution ~~Industry~~Trust ~~Regulatory~~Corporation ~~Authority~~ (~~FINRA~~RTC). Heor ~~earned~~bank ~~his B~~foreclosure.~~B.A.~~ inWilliam ~~Management~~Ware ~~from the University of West Georgia. Deborah Terry~~Bush, born in ~~1952~~1953, ishas ~~the~~twenty-six ~~Chief~~years ~~Financial~~of ~~Officer~~experience ofin the ~~Managing~~financial ~~Member.~~services Msindustry. ~~Terry~~He joined ~~Aspen~~the ~~Partners~~Managing Member in ~~2007~~1998. ~~She~~He is primarily responsible for ~~all~~client ~~aspects~~relationships ofin the ~~accounting,~~Southern ~~financial reporting~~ and ~~internal~~Western ~~controls~~Regions of the ~~firm.~~United MsStates. ~~Terry~~In ~~has~~his ~~over~~career ~~twenty~~he ~~years of accounting experience in both private industry and public accounting. She~~ has ~~provided~~served ~~accounting and advisory services to businesses~~ in a variety of ~~industries~~roles ~~including:~~at ~~financial~~investment ~~services,~~banks ~~construction,~~and ~~land~~management ~~development,~~firms. ~~real~~He ~~estate~~started ~~sales~~his ~~and~~investment ~~rental,~~career ~~manufacturing,~~as ~~retail,~~an ~~and~~Institutional ~~service~~Salesman ~~industries~~for E. MsF. ~~Terry~~Hutton is& aCompany ~~CPA~~and ~~licensed~~was ina ~~the~~Vice ~~state~~President ofat ~~Georgia~~Donaldson, ~~and~~Lufkin a& ~~member~~Jenrette. ofHe ~~the~~has ~~Georgia~~been ~~Society~~a ofsenior ~~CPAs~~marketer ~~and~~for ~~the~~two ~~American~~institutional ~~Institute~~investment ofadvisory ~~Certified Public Accountants~~organizations. ~~She~~He ~~received~~has ~~her~~been ~~Bachelor~~with ofAspen ~~Science~~Partners ~~degree~~since in1998 ~~Accounting from Boston University~~ and ~~her~~has ~~MBA~~helped ~~in Finance from Kennesaw State University. Paul Morin~~design, ~~born in 1965~~structure, ~~began~~and ~~his~~promote ~~career~~investment inprograms ~~the managed futures industry~~ in ~~1989.~~Managed AsFutures ~~Co-Chief~~and ~~Investment~~Hedge ~~Officer he is responsible for sourcing Aspen’s managed futures managers, performing & overseeing the due diligence process as well as managing the firm’s multi-manager funds~~Funds.

He often speaks on the area of Managed Futures at conferences and meetings of consultants and financial advisors. Mr. Bush received an undergraduate degree in history and international political science from Vanderbilt University and an MBA in International Business from Georgia State University in Atlanta. Bryan Fisher, born in 1973, joined the Managing Member in 2000 and became a Partner in the company in 2007. Mr. Fisher is primarily responsible for client relationships in the Mid-~~22-~~Atlantic and Northeast Regions of the United States. Prior to joining the Managing Member, Mr. Fisher previously worked for First Union Securities’ (now Wells Fargo Securities) Alternative Investment Group where he was responsible for national sales and marketing of seven (7) broad product groups: managed futures, private real estate, oil and gas LPs, exchange funds, hedge funds of funds, private equity/venture capital, and institutional money market funds. Prior to joining First Union, Mr. Fisher was Vice President of Sales and Marketing for National Holdcasting Corp., a telecommunications firm located in Richmond, VA. Mr. Fisher holds a Bachelor of Arts Degree from Virginia Polytechnic Institute and State University.

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	Prior to joining Aspen, Mr. Morin was Co-Chair of the Investment Committee and Director of Research at 6800 Capital, LLC, an investment manager specializing in managed futures and hedge fund of funds products. Mr. Morin also held executive level asset management and research positions with Unigestion US, Ltd, one of Europe’s leading Alternative Investments asset management firms, Refco Inc., formerly a leading futures firm, and Commodities Corporation USA (now Goldman Sachs) an industry pioneer in the managed futures industry. In all, Mr. Morin has over 20 years experience evaluating and selecting Managed Futures managers for multi-advisor fund portfolios.
	Mr. Morin earned a B.S. in Finance from Fairleigh Dickinson University and a M.B.A. from Rider University for which he was awarded membership into the Beta Gamma Sigma Honor Society.
	Ramond Mecherle, born in 1970, joined Aspen Partners in 2010 and has over eleven years of experience in the financial services industry. As Chief Operating Officer, Mr. Mecherle is primarily responsible for business operations and processes, as well as conducting investment research and manager due diligence.
	Prior to joining Aspen Partners, Mr. Mecherle was a portfolio manager and Managing Partner of Valhalla Capital Partners, where he co-managed levered high-yield funds focused on the corporate and structured credit markets. He also served as Director of Fixed Income at Hilliard Lyons Asset Management and as an analyst and assistant portfolio manager at Morgan Asset Management. Before attending graduate school, Mr. Mecherle spent four years with a non-profit organization in a development capacity.
	Mr. Mecherle received undergraduate degrees in History and Foreign Affairs from the University of Virginia in 1992 and a M.B.A. from Cornell University’s Johnson Graduate School of Management in 1998. He is a CFA charterholder.
(c)	Identification of Certain Significant Employees.
	The registrant has no employees.
(d)	Family Relationships.
	None.
(e)	Business Experience.
	See Item 5 (a) and (b) above.
(f)	Involvement in Certain Legal Proceedings.
	None.
(g)	Promoters and Control Persons.
	None.
Code of Ethics
The Fund does not have any officers; therefore, it has not adopted a code of ethics applicable to the Fund’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Managing Member is primarily responsible for the day to day administrative and operational aspects of the Fund’s business. The Managing Member has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions and a copy of such code is included in Exhibit 14


	*Adam Langley,* born in 1967, oversees all aspects related to regulatory, legal and compliance matters of the Fund, the Managing Member and all related entities as Chief Compliance Officer. He joined the Managing Member in 2004 and has been responsible for various accounting and operational functions.

	He was appointed Chief Compliance officer in 2005 and was instrumental in establishing Frontier Solutions, LLC, a registered broker-dealer and a wholly owned subsidiary of Aspen Partners. Mr. Langley has been integral to the launch and growth of each of Aspen’s proprietary investment products, and has extensive experience navigating the regulatory landscape of complex investment vehicles and other business structures.

	Prior to joining the Managing Member, Mr. Langley served as Executive Director of a non-profit organization where he oversaw risk management, real estate, legal matters, and government relations among other duties. Previously he worked for Delta Air Lines in sales and was a part of the company’s disaster response team.

	Mr. Langley holds the Certified Regulatory and Compliance Professional (“CRCP”) designation granted by the Financial Industry Regulatory Authority (FINRA). He earned his B.B.A. in Management from the University of West Georgia.

	*Deborah Terry,* born in 1952, is the Chief Financial Officer of the Managing Member. Ms. Terry joined Aspen Partners in 2007. She is responsible for all aspects of the accounting, financial reporting and internal controls of the firm.

	Ms. Terry has over twenty years of accounting experience in both private industry and public accounting. She has provided accounting and advisory services to businesses in a variety of industries including: financial services, construction, land development, real estate sales and rental, manufacturing, retail, and service industries.

	Ms. Terry is a CPA licensed in the state of Georgia and a member of the Georgia Society of CPAs and the American Institute of Certified Public Accountants. She received her Bachelor of Science degree in Accounting from Boston University and her MBA in Finance from Kennesaw State University.

	*Paul Morin,* born in 1965, began his career in the managed futures industry in 1989. As Co-Chief Investment Officer he is responsible for sourcing Aspen’s managed futures managers, performing & overseeing the due diligence process as well as managing the firm’s multi-manager funds.

Prior to joining Aspen, Mr. Morin was Co-23Chair of the Investment Committee and Director of Research at 6800 Capital, LLC, an investment manager specializing in managed futures and hedge fund of funds products. Mr. Morin also held executive level asset management and research positions with Unigestion US, Ltd, one of Europe’s leading Alternative Investments asset management firms, Refco Inc., formerly a leading futures firm, and Commodities Corporation USA (now Goldman Sachs) an industry pioneer in the managed futures industry. In all, Mr. Morin has over 20 years experience evaluating and selecting Managed Futures managers for multi-advisor fund portfolios. Mr. Morin earned a B.S. in Finance from Fairleigh Dickinson University and a M.B.A. from Rider University for which he was awarded membership into the Beta Gamma Sigma Honor Society. (c) Identification of Certain Significant Employees. The registrant has no employees. (d) Family Relationships. None. (e) Business Experience. See Item 5 (a) and (b) above.

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(f)	Involvement in Certain Legal Proceedings.
	None.
(g)	Promoters and Control Persons.
	None.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16 of the Exchange Act, the Company’s directors and executive officers and beneficial owners of more than 10% of the Common Stock are required to file certain reports, within specified time periods, indicating their holdings of and transactions in the Common Stock. Based solely on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that during fiscal year 2011 the Company’s insiders have complied with all Section 16(a) filing requirements applicable to them.
Code of Ethics
The Fund does not have any officers; therefore, it has not adopted a code of ethics applicable to the Fund’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Managing Member is primarily responsible for the day to day administrative and operational aspects of the Fund’s business. The Managing Member has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions and a copy of such code is included in Exhibit 14.
Item 11. Executive Compensation.
The Fund does not itself have any officers, directors or employees. The principals of the Managing Member are remunerated by the Managing Member in their respective positions. The Fund pays the Managing Member and others various forms of compensation for the services performed for the Fund. The principals receive no other compensation from the Fund. There are no compensation plans or arrangements relating to a change in control of either the Fund or the Managing Member.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
(a)	Security ownership of certain beneficial owners.
	As of December 31, 2010, there was one beneficial owner who owned more than five percent (5%) of the outstanding Units of the Fund.
	As of December 31, 2011, there was one beneficial owner who owned more than five percent (5%) of the outstanding Units of the Fund.
(b)	Security ownership of management.
	As of December 31, 2010, management and principals of the Managing Member own interests in the Fund as presented below.
	As of December 31, 2011, management and principals of the Managing Member own interests in the Fund as presented below.

Class

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Class C

Aspen Partners, Ltd. †

10.26 Units

~~100~~0.0002%

Class E

Aspen Partners, Ltd. †

1,~~006~~831.3690 Units

13.5150%

Class E

Kenneth E. Banwart

493.68 Units

0.7494%

Class E

Bryan R. Fisher

~~187~~235.7320 Units

0.2845%

† Kenneth E. Banwart, William Ware Bush, ~~and~~ Bryan R. Fisher, and Paul Morin control the voting and dispositive powers over the Units held by Aspen Partners, Ltd.

(c)	Changes in Control.
	There are no arrangements, known to the Fund, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the Fund.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
(a)	Transactions with Related Persons.
	The Managing Member manages and conducts the business of the Fund. The Managing Member receives management, incentive and other fees from the Fund.
	For the fiscal year ended December 31, 2010, the Managing Member received $916,185 in management fees, $360,426 in administrative fees, and $0 in incentive fees from the Fund.

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(b)	Review, Approval or Ratification of Transactions with Related Persons.
(c)	Changes in Control.
	The Fund’s Limited Liability Company Agreement provides broad latitude for the Managing Member to review and approve transactions with related persons. The management, operation and determination of policy of the Fund are vested exclusively in the Managing Member. The Managing Member has authority and power on behalf and in the name of the Fund to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable or incidental to the purposes of the Fund. The Managing Member may delegate any or all of its responsibilities designated under the Limited Liability Company Agreement to one or more persons, including related persons, in its sole and absolute discretion, on such terms as the Managing Member shall decide.
	There are no arrangements, known to the Fund, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the Fund.
(c)	Promoters and Certain Control Persons.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
	Not applicable.
(a)	Transactions with Related Persons.
Item 14. Principal Accounting Fees and Services.
	The Managing Member manages and conducts the business of the Fund. The Managing Member receives management, incentive and other fees from the Fund.
(a)	Audit Fees.
	For the fiscal year ended December 31, 2011, the Managing Member received $864,768 in management fees, $328,178 in administrative fees, and $11,167 in incentive fees from the Fund.
	The aggregate fees billed to the Fund, and paid by the Fund, to the independent registered public accounting firms, PMB Helin Donovan LLP, for professional services rendered in connection with the audit of the Fund’s financial statements included in this Annual Report on Form 10-K, and for review of the statements included in the Fund’s Quarterly Reports on Form 10-Q, totaled approximately $83,000 and $82,000 for the fiscal years 2010 and 2009, respectively.
(b)	Audit-Related Fees.
	There were no fees billed to the Fund by PMB Helin Donovan LLP for assurance and related services that are reasonably related to the performance of the audit and review of the Fund’s financial statements that are not already reported in the paragraph immediately above for the years 2010 and 2009 respectively.
(c)	Tax Fees.
	The aggregate fees billed to the Fund, and paid by the Fund, by Williams Benator & Libby LLP for professional services rendered for tax compliance totaled approximately $14,400 and $13,500 for the years 2010 and 2009, respectively. These services included review of the Fund’s domestic tax compliance information. There were no other professional services for tax compliance work in 2010 or 2009.
(d)	All Other Fees.
	There were no fees billed to the Fund by Williams Benator & Libby LLP or PMB Helin Donovan LLP for products and services other than as set forth above for the years 2010 and 2009.
(e)	Engagement of the Independent Registered Public Accounting Firm.
	The Managing Member was responsible for engaging PMB Helin Donovan LLP to audit the Fund’s financial statements for 2008, 2009 and 2010. The Managing Member considered provisions of the independence rules for both audit and non-audit services when the services of PMB Helin Donovan LLP were contracted.

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(b)	Review, Approval or Ratification of Transactions with Related Persons.

	The Fund’s Limited Liability Company Agreement provides broad latitude for the Managing Member to review and approve transactions with related persons. The management, operation and determination of policy of the Fund are vested exclusively in the Managing Member. The Managing Member has authority and power on behalf and in the name of the Fund to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable or incidental to the purposes of the Fund. The Managing Member may delegate any or all of its responsibilities designated under the Limited Liability Company Agreement to one or more persons, including related persons, in its sole and absolute discretion, on such terms as the Managing Member shall decide.

(c)	Promoters and Certain Control Persons.

	Not applicable.

Item 14. Principal Accounting Fees and Services.

(a)	Audit Fees.

	The aggregate fees billed to the Fund, and paid by the Fund, to the independent registered public accounting firms, PMB Helin Donovan LLP, for professional services rendered in connection with the audit of the Fund’s financial statements included in this Annual Report on Form 10-K, and for review of the statements included in the Fund’s Quarterly Reports on Form 10-Q, totaled approximately $80,000 and $83,000 for the fiscal years 2011 and 2010, respectively.

(b)	Audit-Related Fees.

	There were no fees billed to the Fund by PMB Helin Donovan LLP for assurance and related services that are reasonably related to the performance of the audit and review of the Fund’s financial statements that are not already reported in the paragraph immediately above for the years 2011 and 2010 respectively.

(c)	Tax Fees.

	The aggregate fees billed to the Fund, and paid by the Fund, by Williams Benator & Libby LLP for professional services rendered for tax compliance totaled approximately $14,000 and $14,400 for the years 2011 and 2010, respectively. These services included review of the Fund’s domestic tax compliance information. There were no other professional services for tax compliance work in 2011 or 2010.

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(d)	All Other Fees.

	There were no fees billed to the Fund by Williams Benator & Libby LLP or PMB Helin Donovan LLP for products and services other than as set forth above for the years 2011 and 2010.

(e)	Engagement of the Independent Registered Public Accounting Firm.

	The Managing Member was responsible for engaging PMB Helin Donovan LLP to audit the Fund’s financial statements for 2009, 2010 and 2011. The Managing Member considered provisions of the independence rules for both audit and non-audit services when the services of PMB Helin Donovan LLP were contracted.

Item 15. Exhibits, Financial Statement Schedules.

The following Exhibits are included as a part of this Form 10-K:

3.1

Certificate of Formation of Aspen Diversified Fund LLC, dated April 7, 2005, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-K filed on April 17, 2008.

3.2

Limited Liability Company Agreement of Aspen Diversified Fund LLC, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10 filed on August 6, 2007.

10.21 Form Selling Agent Agreement, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-K filed on April 17, 2008.

10.32 ~~Trading~~Managed ~~Advisory~~Account Agreement between ~~Blackwater~~Tactical ~~Capital~~Investment Management, ~~LLC~~Corporation and ADF Trading Company IVXII, LLC dated ~~June~~January 124, ~~2010~~2011, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-Q filed on ~~August~~May 16, ~~2010~~2011. *

10.43 ~~Customer~~Sub-Manager Agreement ~~and Trading Authorization~~ between ~~Abraham~~Rotella ~~Trading~~Capital ~~Company~~Management, Inc. and ADF Trading Company VXI, LLC dated ~~October~~June 2921, ~~2010~~2011, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-Q filed on August 12, 2011. *

10.5 Investment Management Agreement between Global Advisors (Jersey) Limited and ADF Trading Company VI, LLC dated November 19, 2010. *

10.6 Commodity Advisory Agreement between LBRGroup, Inc. and ADF Trading Company VIII, LLC dated December 21, 2010. *

10.7 Advisory Agreement between Eckhardt Trading Company and ADF Trading Company IX, LLC dated December 21, 2010. *

10.8 Advisory Agreement between Saxon Investment Corporation and ADF Trading Company X, LLC dated December 23, 2010. *

Code of Ethics of the Managing Member, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-K filed on April 16, 2009.

31.1

Certification of the Managing Partner of the Managing Member Pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended, dated March 31, 2011.

31.2

Certification of the Chief Financial Officer of the Managing Member Pursuant to Rule13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended, dated March 31, 2011.

32.1

Certification of the Managing Partner of the Managing Member Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2011.

32.2

Certification of the Chief Financial Officer of the Managing Member Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2011.

101

The following financial information for Aspen Diversified Fund LLC formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders' Equity and Comprehensive Loss (Income), (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

* Certain information in this exhibit has been redacted and filed separately with the Securities & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 3127, ~~2011~~2012 Aspen Diversified Fund LLC By: Aspen Partners, Ltd., Managing Member /s/ Kenneth E. Banwart Kenneth E. Banwart Managing Partner /s/ Deborah Terry Deborah Terry Chief Financial Officer

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