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, 2011
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period: ____________________ to ____________________

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

For the fiscal year ended: December 31, 2012

o	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

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

Aso ofYes ~~June~~x ~~30, 2011, the aggregate market value of the units of the registrant held by non-affiliates of the registrant was $87,115,742.~~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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

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.)

Yes

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.

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.

o	Large accelerated filer	o	Accelerated filer

o	Non-accelerated filer	x	Smaller Reporting Company

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

Yes

As of June 30, 2012, the aggregate market value of the units of the registrant held by non-affiliates of the registrant was $69,979,184.

Documents incorporated by reference: None.

Table of Contents

Part I

Part I
Item 1.	Business	1
Item IA.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B.	Other Information	24

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	25
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14.	Principal Accounting Fees and Services	28
Item 15.	Exhibits, Financial Statement Schedules	29

Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	13
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	13

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	19

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transaction, and Director Independence	23
Item 14.	Principal Accounting Fees and Services	23
Item 15.	Exhibits, Financial Statement Schedules	24

iii

Table of Contents

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 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.
	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”).
	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:

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 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.

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, 2012, the Managing Member had approximately $165.7 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:

·	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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(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.

(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.

(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 is organized as a “multi-advisor pool.” The Fund invests its assets in underlying “investee pools” managed by independent commodity trading advisors, or CTAs, and separately managed accounts to be managed by one or more independent CTAs. The Managing Member has established a number of trading companies (limited liability companies formed in Delaware) through which assets may be allocated to managed accounts. Investee Pools may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to capture passive risk premiums, and actively profit from anticipated trends in market prices.

The terms “Investee Pools” and “Portfolio Managers” may be used interchangeably and refer both to the Investee Pools and to the investment managers of Investee Pools and Separately Managed Accounts established by the Fund, except where otherwise indicated by the context. Investee Pools 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 Investee Pools 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 90% of the net assets of the Fund will be invested with Investee Pools and Portfolio Managers who 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 Investee Pools 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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	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.

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 Investee Pools 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 Investee Pools 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 Investee Pools or separately managed accounts traded by CTAs 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. Investee Pools, however, are permitted to borrow or otherwise use leverage. Nevertheless, the Managing Member does not presently intend to invest in Investee Pools 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. Investors may lose all or substantially all of their investment.

(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.

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(f)	Reports to Securities Holders.
	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.

(e) Available Information

Not applicable.

(f) Reports to Securities Holders.

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. Investee Pools 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.

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InFailure ~~respect~~ of ~~their~~brokerage ~~forward~~firms ~~trading,~~and the Investment Funds will be subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the principals or agents with or through which the Investment Funds trade. Any failure or refusal to discharge their contractual obligations by the counterparties with which an Investment Fund deals on the forward ~~markets,~~market ~~whether~~participants ~~due to insolvency, bankruptcy or other causes,~~ could ~~subject~~adversely affect the Fund~~’s investment in that Investment Fund to substantial losses~~. The ~~Portfolio~~Commodity ~~Managers~~Exchange ~~generally deal in the forward markets only with major financial institution counterparties which they consider to be creditworthy. However~~Act, ~~defaults~~as ~~have occurred in the forward markets~~amended, ~~and~~requires ~~the~~a ~~risk~~clearing ofbroker ~~such~~to ~~defaults~~segregate ~~cannot~~funds bereceived ~~eliminated~~ from ~~the~~such ~~Investment Funds~~broker’ ~~trading, impacting the Fund’~~s ~~investments.~~customers ~~Forward~~in ~~trading~~respect ~~is largely unregulated. None~~ of ~~the CFTC, NFA,~~ futures ~~exchanges~~(but ornot ~~banking authorities directly regulates~~ forward) ~~trading~~transactions. If ~~Because~~any ~~a portion~~ of the ~~Investment~~Investee ~~Funds~~Pools’ ~~currency~~commodity ~~trading~~brokers ~~takes~~were ~~place~~not into ~~the~~do ~~forward~~so ~~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~~full ofextent ~~the~~required ~~CFTC or other regulatory bodies. Investment Fund deposits with the currency forward counterparties with which the Portfolio Manager trades are not protected~~ by ~~the~~law, ~~same~~or ~~segregation requirements imposed on CFTC regulated commodity brokers~~ in ~~respect of customer funds deposited with them. Although~~ the ~~Portfolio~~event ~~Managers deal only with major financial institutions as currency forward counterparties, the insolvency or bankruptcy~~ of a ~~currency~~substantial ~~forward~~default ~~counterparty~~by ~~could~~one ~~subject~~or ~~the~~more ~~Investment Fund to the loss~~ of ~~its entire deposit with~~ such ~~counterparty. Although the forward markets are well established, it is impossible to predict how, given certain unusual market scenarios, the unregulated nature of these markets might affect the Fund~~broker’s investments in Investment Funds. Over-the-Counter (“OTC”) trading involves counterparty risks that do not exist in futures trading on exchanges. Unlike futures contracts, over-the-counter “spot” and forward contracts are entered into between private parties off an exchange and are not regulated by the CFTC or by any other ~~U.S. or foreign governmental agency. Due to the fact that such contracts are not traded on an exchange~~customers, the ~~performance~~assets of ~~those contracts is not guaranteed by an exchange or its clearinghouse and~~ the Fund isallocated ~~at risk with respect~~ to ~~the~~that ~~ability~~Investment ofFund ~~the~~might ~~counterparty~~not tobe ~~perform~~fully onprotected ~~the~~in ~~contract, including~~ the ~~creditworthiness~~event of the ~~counterparty.~~bankruptcy ~~Trading in the over-the-counter foreign exchange markets is not regulated; therefore, there are no specific standards or regulatory supervision~~ of trade pricing and other trading activities that occur in those markets. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) will affect the manner in which certain OTC swap transactions are traded and the credit risk associated with such ~~trading~~broker. ~~Depending upon actions taken by regulatory authorities~~ Furthermore, ~~these~~in ~~changes may also affect~~ the ~~manner~~event of ~~trading~~such ofa ~~OTC foreign currency transactions. Transactions that have been entered into prior to implementation of the provisions of the Dodd-Frank Act will remain in effect. Accordingly~~bankruptcy, ~~even after~~ the ~~new~~Investment ~~regulatory~~Fund ~~framework~~would ~~is fully implemented, the risks of OTC foreign exchange transactions will continue to~~ be ~~considerations~~limited ~~with respect~~ to ~~transactions~~recovering ~~entered~~only ~~into~~a ~~prior~~pro torata ~~the~~share ~~implementation~~ of ~~the~~all ~~provisions~~available offunds ~~the~~segregated ~~Dodd-Frank~~on ~~Act.~~behalf ~~The implementation~~ of ~~these provisions could adversely affect~~ the ~~Fund~~affected bycommodity ~~increasing~~broker’s ~~transaction~~combined ~~and~~customer ~~compliance~~accounts, ~~costs.~~even ~~Trading~~though ~~swaps creates distinctive risks. The Fund currently does not trade in~~ certain ~~swaps,~~property ~~but~~specifically ~~may~~traceable ~~do so in the future. Currently, swaps are not traded on exchanges and are not subject~~ to the ~~same~~Investment ~~type~~Fund of(for ~~government regulation as exchange markets. As a result~~example, ~~many~~United ofStates ~~the~~Treasury ~~protections~~bills afforded to participants on organized exchanges and in a regulated environment are not available in connection with these transactions. The swap markets are “principals’ markets,” in which performance with respect to a swap is the responsibility only of the counterparty to the contract, and not of any exchange or ~~clearinghouse.~~cash Todeposited ~~the~~by ~~extent~~ the Fund ~~trades swaps, it will be subject to the risk of the inability or refusal to perform~~ with ~~respect to swaps on the part of the counterparties, and until~~ such ~~time~~broker) aswas ~~these~~held ~~transactions are cleared or guaranteed~~ by ansuch ~~exchange, the Fund will be subject to the risk of counterparty default on its swaps~~broker. Commodity Inbroker ~~some~~bankruptcies ~~swap~~have ~~transactions~~occurred ~~the~~in ~~counterparty~~which ~~may~~customers ~~require~~were ~~the~~not ~~Fund~~able to ~~deposit~~recover ~~collateral~~from ~~to support~~ the ~~Fund~~broker’s ~~obligations~~estate ~~under a swap agreement. If~~ the ~~counterparty~~full ~~to such a swap defaults, the Fund would lose the net~~ amount of ~~payments~~their ~~that~~funds ~~the~~on ~~Fund~~deposit iswith ~~contractually~~such ~~entitled~~broker ~~to receive~~ and ~~could~~owing ~~lose,~~to ~~in addition, any collateral deposits made with the counterparty~~them. Commodity ~~There~~broker bankruptcies are nonot ~~limitations~~insured onby ~~daily~~any ~~price~~governmental ~~movements~~agency, inand ~~swaps.~~investors ~~Speculative~~would ~~position limits are~~ not ~~applicable~~have tothe ~~swaps.~~benefit ~~Participants~~of inany ~~the~~protection ~~swap~~such ~~markets~~as ~~are~~that ~~not~~afforded ~~required~~customers toof ~~make~~bankrupt ~~continuous~~securities ~~markets~~broker/dealers inby the ~~swaps~~Securities ~~they~~Investors ~~trade~~Protection Corporation.

In respect of their forward trading, the Fund’s Investee Pools will be subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the principals or agents with or through which the Investee Pools trade. Any failure or refusal to discharge their contractual obligations by the counterparties with which an Investment Fund deals on the forward markets, whether due to insolvency, bankruptcy or other causes, could subject the Fund’s investment in that Investment Fund to substantial losses. The Portfolio Managers generally deal in the forward markets only with major financial institution counterparties which they consider to be creditworthy. However, defaults have occurred in the forward markets, and the risk of such defaults cannot be eliminated from the Portfolio Managers’ trading, impacting the Fund’s investments.

Certain Special Considerations Related to Forward Trading. None of the CFTC, NFA, futures exchanges or banking authorities directly regulates forward trading. Because a portion of the Investee Pools’ 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. Underlying Investee Pool funds on deposits with the currency forward counterparties with which the 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 Investee Pool to the loss of its entire deposit with such counterparty. Although the forward markets are well established, it is impossible to predict how, given certain unusual market scenarios, the unregulated nature of these markets might affect the Fund’s investments in Investee Pools.

The Unregulated Nature of the Over-the-Counter (“OTC”) trading involves counterparty risks that do not exist in futures trading on exchanges. Unlike futures contracts, over-the-counter “spot” and forward contracts are entered into between private parties off an exchange and are not regulated by the CFTC or by any other U.S. or foreign governmental agency. Due to the fact that such contracts are not traded on an exchange, the performance of those contracts is not guaranteed by an exchange or its clearinghouse and the Fund is at risk with respect to the ability of the counterparty to perform on the contract, including the creditworthiness of the counterparty. Trading in the over-the-counter foreign exchange markets is not regulated; therefore, there are no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) will affect the manner in which certain OTC swap transactions are traded and the credit risk associated with such trading. Depending upon actions taken by regulatory authorities, these changes may also affect the manner of trading of OTC foreign currency transactions. Transactions that have been entered into prior to implementation of the provisions of the Dodd-Frank Act will remain in effect. Accordingly, even after the new regulatory framework is fully implemented, the risks of OTC foreign exchange transactions will continue to be considerations with respect to transactions entered into prior to the implementation of the provisions of the Dodd-Frank Act. The implementation of these provisions could adversely affect the Fund by increasing transaction and compliance costs.

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~~However,~~Trading ~~the regulation of~~ swaps ~~may~~creates bedistinctive ~~subject to substantial change under recently-enacted legislation and pending regulatory action~~risks. The ItFund iscurrently does not ~~known~~trade ~~exactly how such changes will impact existing swaps positions. These new requirements, however, will alter the manner~~ in ~~which~~certain swaps ~~will be traded. Under the Dodd-Frank Act~~, ~~many~~but commodity swaps will be required to be cleared through clearing houses and executed on designated contract markets or swap execution facilities. Security-based swaps will be subject to similar requirements as will apply to commodity swaps. Additional regulatory requirements will apply to 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~~do ~~such~~so ~~instruments~~ in the future. Unlike ~~Although~~futures ~~successful~~and options ~~trading~~on ~~requires many of the same skills as successful~~ futures contracts and ~~forward trading~~commodities, ~~the~~swap ~~risks~~contracts ~~involved~~ are ~~somewhat~~currently 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~~generally ~~large~~traded ~~losses.~~on ~~Certain~~or ofcleared ~~the~~by ~~trading~~an ~~advisors~~exchange ~~may~~or ~~use stop-loss orders~~clearinghouse. As ~~Such~~a ~~stop-loss orders may not effectively prevent substantial losses~~result, ~~and~~many ~~depending~~of ~~on market factors at~~ the ~~time,~~protections ~~may~~afforded ~~not be able~~ to beparticipants ~~executed at such stop-loss levels. No risk control technique can assure that large losses will be avoided. Trading~~ on ~~non-U.S.~~organized ~~futures~~ exchanges ~~presents~~and ~~greater~~in ~~risk~~a ~~than trading on U.S. futures exchanges. The Investment Funds may trade on futures exchanges outside the United States. Trading on such exchanges is not~~ regulated byenvironment ~~any~~are ~~United States government agency and may involve certain risks~~ not ~~applicable~~available toin ~~trading~~connection onwith ~~United~~these ~~States exchanges~~transactions. The ~~For~~swap ~~example,~~markets ~~some non-U.S. exchanges, in contrast to United States exchanges,~~ are “principals’ markets,” ~~similar~~in towhich ~~the~~performance ~~forward~~with ~~markets~~respect into ~~which~~a ~~performance~~swap is the responsibility only of the ~~individual~~counterparty ~~exchange~~to ~~member with whom~~ the ~~Investment Fund has entered into a futures~~ contract, and not of any exchange or ~~clearing corporation~~clearinghouse. To Inthe ~~such~~extent ~~cases,~~ the ~~Investment~~ Fund trades swaps, it will be subject to the risk of the inability or refusal to perform with respect to ~~the~~swaps ~~individual exchange member with whom the Investment Fund has entered into a futures contract. Trading~~ on ~~foreign exchanges involves~~ the ~~additional~~part ~~risks~~ of ~~expropriation,~~the ~~burdensome or confiscatory taxation~~counterparties, ~~moratoriums, exchange or investment controls~~ and ~~political~~until orsuch ~~diplomatic~~time ~~disruptions,~~as ~~each~~these oftransactions ~~which~~are ~~might~~cleared ~~materially~~or ~~adversely~~guaranteed ~~affect~~by an ~~Investment Fund’s trading activities. In trading on foreign exchanges~~exchange, the ~~Investment~~ Fund iswill ~~also~~be subject to the risk of ~~changes~~counterparty indefault ~~the~~on ~~exchange~~its ~~rates~~swaps. In ~~between~~some ~~the~~swap ~~United~~transactions ~~States dollar and~~ the ~~currencies~~counterparty inmay ~~which~~require the ~~foreign contracts are settled. The~~ Fund ~~will~~to ~~incur~~deposit ~~substantial~~collateral ~~charges which will reduce profits. The Fund is obligated~~ to ~~pay~~support the ~~Managing~~Fund’s ~~Member~~obligations ~~Management~~under ~~Fees~~a ~~and~~swap ~~Administrative Fees regardless of whether the Fund is profitable~~agreement. If ~~In addition,~~ the ~~Managing~~counterparty ~~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.~~a ~~Stated~~swap ~~generally~~defaults, ~~New~~the ~~Net~~Fund ~~Profits~~would ~~are~~lose ~~based upon~~ the ~~increase~~net inamount ~~value~~ of ~~each~~payments ~~Unit~~that at the ~~end~~Fund ~~of each month including any unrealized appreciation in open futures, forward and commodity interest positions and positions in Investee Pools. Each Class~~ is ~~also~~contractually ~~subject~~entitled to ~~its~~receive ~~pro rata share of the management fee, incentive fee~~ and ~~other~~could ~~fees of the Investee Pools. Forward trading is conducted in a principals’ market in which counterparties buy and sell currencies among each other~~lose, ~~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~~collateral ~~its~~deposits ~~counterparty~~made iswith ~~making on~~ the ~~forward trades into which it enters~~counterparty. Participants 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~~swap ~~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~~not torequired ~~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~~make ~~investment~~continuous ~~(three~~markets ~~years~~in ~~or more) to permit~~ the ~~trading~~swaps ~~method~~they ~~to function over a significant period~~trade.

However, the regulation of swaps may be subject to substantial change under recently-enacted legislation and pending regulatory action. It is not known exactly how such changes will impact existing swaps positions. These new requirements, however, will alter the manner in which swaps will be traded. Under the Dodd-Frank Act, many commodity swaps will be required to be cleared through clearing houses and executed on designated contract markets or swap execution facilities. Security-based swaps will be subject to similar requirements as will apply to commodity swaps. Additional regulatory requirements will apply to all swaps.

The Fund is Subject to Speculative Position Limits. The CFTC and/or U.S. exchanges have established “speculative position limits” on the maximum net long or net short position, which any person or group of persons may hold or control in particular futures, options on futures and swaps that perform a significant price discovery function. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. The trading instructions of the trading advisors may have to be modified, and positions held by the Fund may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Fund by increasing transaction costs to liquidate positions and limiting potential profits on the liquidated positions.

In October 2011, the CFTC adopted new rules governing position limits. In September 2012, these rules were vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. It is possible, nevertheless, that these rules may take effect in some form via re-promulgation or a successful appeal by the CFTC of the District Court’s ruling. The vacated rules established position limits on certain futures contracts and any economically equivalent futures, options and swaps. These rules could have an adverse effect on the trading advisors and the Fund.

Trading in Options. 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.

Trading in Spreads. The Portfolio Managers may trade spread positions on behalf of the Investee Pools. While often considered a more stable form of investment, spread trading is not without its own risk. For example, spread trading has much higher transaction (commission) costs due to the use of multiple positions. Furthermore, spreads can be less liquid than other trades, which could prove detrimental should a Portfolio Manager need to exit a position quickly. Additionally, spreads generally have limited profit potential. More specifically, should the Portfolio Managers choose to trade in time spreads, additional risks would include (1) the amount paid for the time spread, as the maximum value of such trade would ultimately depend on the value of the deferred month option when the front month option expires, and (2) assignment of a short option, which would transform a time spread into another position

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~~Technical~~Stop-Loss ~~trading~~orders ~~systems~~ may ~~detrimentally~~not ~~alter~~prevent ~~historical~~large ~~trading patterns or affect the execution of trades~~losses. Certain ~~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~~stop-~~trend~~loss ~~techniques~~orders. Such ~~that attempt to profit from the wide use of trend following systems by running~~ stop-loss ~~points~~orders 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~~not ~~their~~effectively ~~trading~~prevent ~~methods~~substantial ~~without approval by or notice to the Managing Member. Modifications may include changes in or substitution of technical trading systems~~losses, ~~risk control overlays, money management principles~~ and ~~markets~~depending ~~traded~~on ~~and~~market ~~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,~~able ~~under certain circumstances,~~ to ~~notify Members of changes in allocations. In addition, the Fund will~~ be ~~required~~executed toat ~~change~~such ~~allocations~~stop-loss ~~if it receives additional subscriptions during periods when certain Investment Funds are no longer accepting additional funds (for example, because of capacity restrictions)~~levels. No Inrisk ~~that~~control ~~case,~~technique ~~the~~can ~~additional~~assure ~~capital would either have to be allocated to those Investment Funds (if any)~~ that ~~were~~large ~~accepting~~losses 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~~be 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 Fundavoided. 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.

Trading on non-U.S. futures exchanges presents greater risk than trading on U.S. futures exchanges. The Investee Pools 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 Investee Pool has entered into a futures contract and not of any exchange or clearing corporation. In such cases, the Investee Pool will be subject to the risk of the inability or refusal to perform with respect to the individual exchange member with whom the Investee Pool 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 Investee Pool’s trading activities. In trading on foreign exchanges, the Investee Pool 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.

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 Investee Pools or the Fund, or otherwise alter historical trading patterns or affect the execution of trades, to the significant detriment of the Investee Pools and/or the Fund.

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InAlthough ~~addition, Investment Funds may have restrictions in their governing documents that limit~~ the ~~Fund’s~~Investee ~~ability~~Pools ~~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 is a lack of limited liability when investing in managed accounts. From time to time, the Fund ~~may~~are ~~establish and invest in separately managed accounts managed by Portfolio Managers,~~ as ~~opposed~~likely 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~~profitable ~~to the risk of losses beyond its allocation of assets to such account and, potentially, could lose all of its assets~~ as ~~the~~unprofitable ~~result of its investment~~ in ~~such~~up 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~~down ~~investments. The governing documents of the Investment Funds generally will provide for the Fund’s payment~~markets, asthere anis ~~investor~~some intendency 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~~managed ~~losses~~futures orproducts ~~decreases~~— inparticularly ~~value~~those ofmanaged ~~the~~by ~~Fund’s investment. The Portfolio Manager’s compensation or profit share may be determined separately for each quarter or each year~~systematic, ~~although~~trend-following ~~losses~~advisors in— ~~a quarter or year are often carried forward~~ to ~~subsequent~~perform ~~quarters~~similarly orduring ~~years in determining~~ the ~~payment~~same ~~for such quarter~~ or ~~year.~~approximately ~~A Portfolio Manager’s incentive compensation arrangements may give~~ the ~~Portfolio~~same ~~Manager an incentive to make more risky or speculative investments~~periods. Prospective ~~Incentive~~investors ~~fees~~must ~~may~~recognize 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 Fundthat, irrespective of the ~~overall~~skill ~~performance of the Fund. Moreover, incentive fees~~ and ~~allocations~~expertise ~~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~~Managing inMember ~~each~~and ~~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~~the ~~could~~success beof ~~substantial, even though~~ the Fund ~~as a whole was not profitable. Speculative position limits~~ may be ~~exceeded~~substantially bydependent ~~the Portfolio Managers. The CFTC and United States exchanges have established limits referred to as “position limits”~~ on ~~the~~general ~~maximum~~market ~~net~~conditions ~~long~~over ~~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~~Managing ~~Managers~~Member 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~~have ~~reduce~~no ~~the size of the positions which would otherwise be taken for the Investment Funds or the Fund to avoid exceeding the limits~~control. 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.

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 Investee Pools 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 Investee Pools 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 Investee Pools. The Managing Member expects from time to time to change the percentage of Fund assets allocated to each Investee Pool. 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 Investee Pools 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 Investee Pools (if any) that were accepting additional funds, which would alter the respective percentages of the Fund’s assets allocated to particular Investee Pools, or the Fund would have to place some or all of the additional capital with new Investee Pools or make direct investments. Therefore, the Fund’s success may depend not only on the current Investee Pools and the Managing Member's ability to allocate Fund assets successfully among those Investee Pools, but also the ability to identify new Portfolio Managers and Investee Pools.

Investing in Investee Pools poses risks of inadequate information and limited liquidity. Although the Managing Member will attempt to monitor the performance of each Investee Pool, the Fund will not receive information regarding the actual investments made by the Investee Pools and must ultimately rely on (i) the CPO and CTA of each Investee Pool to operate in accordance with the investment strategy or the guidelines laid out by the CPO and CTA of the Investee Pool, and (ii) the accuracy of the information provided to the Fund by the CPO and CTA of the Investee Pool. If the CPO and CTA of an Investee Pool 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 Investee Pool is not accurate, the Fund might sustain losses with respect to its investment in such Investee Pool despite the Managing Member’s attempts to monitor such Investee Pool.

In addition, Investee Pools 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 Investee Pools with such restrictions will be limited and such restrictions will limit flexibility to reallocate such assets among Investee Pools or to honor Member redemptions.

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~~Conflicts~~There ofis ~~interest~~a ~~may~~lack ~~exist with other clients~~ of ~~the~~limited ~~Portfolio~~liability ~~Managers,~~when ~~the~~investing ~~Managing~~in ~~Member,~~managed ~~and their affiliates~~accounts. ~~The~~From ~~Portfolio~~time ~~Managers,~~to ~~the Managing Member~~time, ~~and~~ the ~~Investment~~Fund ~~Committee~~may ~~Members~~establish ~~manage futures~~ and ~~forward~~invest ~~accounts~~in orseparately ~~Investment~~managed ~~Funds other than the Fund, including, possibly,~~ accounts inmanaged ~~which~~by ~~the~~ Portfolio Managers, ~~the~~as ~~Managing~~opposed ~~Member,~~to ~~and~~investing 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~~Investee ~~future~~Pools. ItSeparately ismanaged ~~possible that such~~ accounts ~~may~~are betypically innot ~~competition~~subject ~~with~~to the ~~Fund~~limitations ~~for~~on ~~the~~liability ~~same~~of orinvestors ~~similar positions in the futures and forward markets. The Portfolio Managers~~ generally ~~will~~offered ~~use~~by ~~similar~~Investee ~~trading methods for the Fund and all other systematic accounts that the Portfolio Managers and their affiliates manage~~Pools. 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 givenAccordingly, ~~however, that~~ the ~~results of the~~ Fund’s ~~trading~~would ~~will~~ be ~~similar~~subject to ~~that of other accounts concurrently managed by~~ the ~~Portfolio~~risk 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~~losses ~~equity~~beyond ~~which~~its ~~they~~allocation ~~may manage. The rates~~ of ~~return~~assets ~~achieved by investment advisors often tend~~ to ~~degrade~~such ~~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~~potentially, ~~they are dependent on the services of a limited number of key persons. The loss of any of such persons~~ could ~~make~~lose 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~~its ~~Member’s~~assets ~~Units~~ as of the ~~last~~result ~~day~~ of ~~any~~its ~~month~~investment ~~on ten days’ written notice to the Managing Member. Because notices of redemption must be submitted significantly~~ in ~~advance~~such ~~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~~account. To ~~Furthermore,~~minimize ~~because~~this ~~redemptions only are permitted at month-end~~risk, ~~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~~established ~~authority~~a tonumber ~~suspend~~of ortrading ~~defer~~companies ~~the~~(limited ~~payment~~liability ofcompanies ~~redemptions~~formed in ~~certain~~Delaware) ~~extraordinary~~through ~~circumstances~~which ~~when~~assets ~~the Managing Member believes doing so~~ would be inallocated 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~~Managed ~~its investments in the Investment Funds~~Accounts.

~~Conflicts~~Incentive ofcompensation ~~interest~~for ~~are~~Portfolio ~~inherent~~Managers may result in ~~the~~more ~~operation~~risky ofor ~~the~~speculative ~~Fund~~investments. The ~~Fund~~governing ~~will~~documents ~~be subject to a number~~ of ~~actual~~the ~~and~~Investee ~~potential~~Pools ~~conflicts~~generally ofwill ~~interest.~~provide ~~Such~~for ~~conflicts~~the ~~may~~Fund’s ~~include~~payment, ~~among~~as ~~other~~an ~~things,~~investor ~~the~~in ~~possibility of~~ the ~~Portfolio~~Investee ~~Managers~~Pool, ~~the~~of ~~Managing~~fees ~~Member, the Investment Committee, a commodity broker for an Investment Fund~~ or ~~the~~allocations ~~Fund, or any~~ of ~~their~~profits ~~respective~~to ~~affiliates~~the ~~favoring~~Portfolio ~~other~~Manager ~~customer~~based ~~accounts~~upon orappreciation, ~~their~~including ~~own~~unrealized ~~proprietary~~appreciation, ~~trading~~ in ~~certain~~the ~~respects~~value ~~over that~~ of the Fund.’s ~~Members~~investment ~~will not participate~~ in ~~management.~~the ~~Purchasers~~Investee ofPool, ~~Units~~but ~~will~~without ~~not~~penalties befor ~~entitled~~realized tolosses ~~participate~~or decreases in ~~the~~value ~~management~~ of the Fund’s ~~or the conduct of its business~~investment. The ~~Fund~~Portfolio isManager’s ~~not~~compensation aor ~~Registered~~profit ~~Investment~~share ~~Company.~~may ~~The~~be ~~Fund~~determined isseparately ~~not~~for ~~required~~each toquarter ~~register,~~or ~~and~~each ~~is not registered~~year, asalthough anlosses ~~investment~~in ~~company~~a ~~under~~quarter ~~the~~or ~~Investment~~year ~~Company~~are ~~Act~~often ofcarried ~~1940,~~forward asto ~~amended~~subsequent ~~(the~~quarters ~~“Investment~~or ~~Company~~years ~~Act”).~~in ~~Accordingly,~~determining ~~investors will not have~~ the ~~protections~~payment ~~afforded~~for bysuch ~~the~~quarter ~~Investment~~or ~~Company~~year. ~~Act~~A ~~(which,~~Portfolio ~~among~~Manager’s ~~other~~incentive ~~matters,~~compensation ~~requires~~arrangements ~~investment~~may ~~companies~~give tothe ~~have~~Portfolio aManager ~~majority~~an ofincentive ~~disinterested~~to ~~directors~~make ~~and~~more ~~regulates~~risky ~~the~~or ~~relationship~~speculative ~~between the advisor and the investment company)~~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 Investee Pool are assessed individually based on the performance of each respective Investee Pool, 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 Investee Pool, not on the basis of each separate investment by the Fund in each Investee Pool. 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 Investee Pools 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 Investee Pools 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.

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 Investee Pools 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.

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An ~~investment~~increase in the ~~Fund~~assets ~~may~~managed ~~expose~~by ~~investors to complex tax considerations. An investment in~~ the ~~Fund~~Portfolio ~~may~~Managers ~~present complex tax considerations for investors. Partnership treatment is not assured. There is a risk that the Fund, having more than 100 Members,~~ may beadversely ~~treated~~affect astrading astrategies “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”)~~performance. The ~~Managing~~Portfolio ~~Member~~Managers ~~believes~~have ~~it is likely, but~~ not ~~certain,~~agreed ~~that the Fund will meet the qualifying income test. If the Fund were~~ to belimit ~~treated as a corporation instead of as a partnership for federal income tax purposes, (i)~~ the ~~net~~amount ~~income~~ of ~~the~~additional ~~Fund~~equity ~~would~~which bethey 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. You may ~~have tax liability attributable to your interest in the Fund even if you have received no distributions and redeemed no units and even if the Fund generated a loss~~manage. ~~If the Fund has profit for a taxable year, the profit will be included in your taxable income, whether or not cash or other property is actually distributed to you by the Fund.~~ The ~~Managing~~rates ~~Member presently does not intend to make any distributions from the Fund. Accordingly, it is anticipated that federal income taxes on your allocable share~~ of ~~the~~return ~~Fund’s~~achieved ~~profits~~by ~~will~~investment ~~exceed~~advisors ~~the~~often ~~amount~~tend ~~of distributions~~ to ~~you,~~degrade ifas ~~any,~~assets ~~for~~under amanagement ~~taxable year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources~~increase. There Incan ~~addition, the Fund may have capital losses from trading activities that cannot~~ be ~~deducted~~no ~~against~~assurance ~~the Fund’s ordinary income (e.g., interest income, periodic net swap payments) so~~ that ~~you may have to pay taxes on ordinary income even if~~ the ~~Fund~~Portfolio ~~generates a net loss. There is the possibility of a tax audit. The Fund~~Managers’s ~~tax~~strategies ~~returns~~will ~~could~~not be ~~audited~~adversely affected 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 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~~equity, including ~~capital losses of~~ the Fund,’s ~~is subject to various limitations. Deductibility of passive activity losses is limited. Applicable U.S. federal income tax regulations treat all Fund income~~account, ~~gains~~accepted 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~~Managers. 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.

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 Investee Pools 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 Investee Pools, or an inability for the Fund to redeem its investments in the Investee Pools.

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, and the Investment Committee, a commodity broker for an Investee Pool 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).

An investment in the Fund may expose investors to complex tax considerations. An investment in the Fund may present complex tax considerations for investors.

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~~Non-U.S.~~Partnership ~~investors~~treatment ~~may~~is ~~face~~not ~~exchange rate risk and local tax consequences~~assured. There ~~Non-U.S.~~is ~~investors~~a ~~should~~risk ~~note~~ that ~~Units~~the ~~are~~Fund, ~~denominated~~having inmore ~~U.S.~~than ~~dollars~~100 ~~and~~Members, ~~that changes in rates of exchange between currencies~~ may ~~cause~~be ~~the~~treated ~~value~~as ofa ~~their~~“publicly ~~investment~~traded topartnership” ~~decrease~~taxable oras toa ~~increase.~~corporation ~~Non-U.S.~~for ~~investors~~federal ~~should~~income ~~consult their own~~ tax ~~advisors~~purposes. Nevertheless, ~~concerning~~ the ~~applicable U.S. and foreign tax implications of this investment. Certain Investment Funds are exempt from registration. The~~ Fund ~~may invest~~ in ~~Investment~~all ~~Funds~~events ~~which~~will ~~operate in a manner so as to~~ be ~~exempt~~treated ~~the Portfolio Manager from registration~~ as a ~~commodity~~partnership ~~pool~~for ~~operator~~federal ~~pursuant~~income totax ~~CFTC~~purpose ~~Regulation~~so ~~4.13(a)(4).~~long ~~Such~~as ~~exempt~~at ~~Investment~~least ~~Funds~~90% ~~are~~of ~~therefore~~its ~~not required to deliver a disclosure document and a certified~~ annual ~~report~~gross toincome ~~participants~~consists inof ~~the~~“qualifying ~~Investment~~income” ~~Fund. Therefore, the information regarding such investment will not have the same regulatory oversight~~ as ifdefined ~~the~~in ~~Investee~~Section ~~Pool~~7704 ~~were required to register. Regulation~~ of the ~~Fund~~Internal isRevenue ~~limited.~~Code ~~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~~1986, ~~therefore,~~as ~~not~~amended ~~accorded~~ (the ~~protection~~“Code”) ~~provided by such legislation. Future regulatory~~ and ~~market~~the ~~changes~~Federal ~~may~~Income beTax ~~material~~Regulations ~~and~~promulgated ~~adverse~~thereunder to (the ~~Fund~~“Regulations”). The ~~regulation~~Managing ofMember ~~the~~believes ~~United~~it ~~States commodities markets has undergone substantial change in recent years, a process which~~ is ~~expected to continue. In addition~~likely, abut ~~number~~not ~~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, onwill ~~international~~meet ~~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~~qualifying ofincome ~~speculative capital to these markets~~test. If ~~In addition to regulatory changes,~~ the ~~economic~~Fund ~~features~~were ~~of the markets~~ to be ~~traded~~treated ~~by the Fund have undergone, and are expected to continue to undergo, rapid and substantial changes~~ as ~~new~~a ~~strategies~~corporation ~~and~~instead ~~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~~partnership offor ~~interest~~federal inincome ~~determining~~tax ~~whether to make distributions to the Members~~purposes, as(i) the ~~Managing~~net ~~Member~~income ~~earns fees on the Net Assets~~ of the Fund. ~~Due~~would inbe ~~part~~taxed toat ~~the~~corporate ~~availability~~income oftax ~~periodic withdrawals~~rates, ~~the~~thereby ~~Managing~~substantially ~~Member~~reducing 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~~profitability, ~~including~~(ii) ~~accounts~~Members ~~owned~~would bynot ~~its principals, which may~~ be ~~traded~~allowed ~~differently~~to ~~from~~deduct 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~~share ~~time and attention to the activities~~ of ~~the~~ Fund. ~~The~~losses ~~Managing Member may also provide management~~ and ~~investment~~(iii) ~~advisory~~distributions ~~services~~ to ~~other clients~~Members, ~~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.~~than Aliquidating ~~number of actual and potential conflicts of interest between the Fund and these clients may exist which include~~distributions, ~~but~~would ~~are~~constitute ~~not~~dividends ~~limited~~ to, ~~those described herein. Conflicts may arise as to~~ the ~~allocation~~extent of ~~investment opportunities between~~ the ~~Fund~~current ~~and other entities which the Managing Member manages~~ or ~~advises.~~accumulated ~~Moreover,~~earnings itand isprofits ~~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~~would ~~accounts~~be ~~may~~taxable ~~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~~such.

You may have tax liability attributable to your interest in the Fund even if you have received no distributions and redeemed no units and even if the Fund generated a loss. If the Fund has profit for a taxable year, the profit will be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Fund. The Managing Member presently does not intend to make any distributions from the Fund. Accordingly, it is anticipated that federal income taxes on your allocable share of the Fund’s profits will exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Fund may have capital losses from trading activities that cannot be deducted against the Fund’s ordinary income (e.g., interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Fund generates a net loss.

There is the possibility of a tax audit. The Fund’s tax returns 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 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.

Non-U.S. investors may face exchange rate risk and local tax consequences. Non-U.S. investors should note that Units are denominated in U.S. dollars and that changes in rates of exchange between currencies may cause the value of their investment to decrease or to increase. Non-U.S. investors should consult their own tax advisors concerning the applicable U.S. and foreign tax implications of this investment.

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~~The~~Certain ~~Managing~~Investee ~~Member,~~Pools ~~the~~are ~~Fund’s~~exempt ~~brokers~~from ~~and~~registration. The ~~their~~Fund ~~respective principals, affiliates and employees~~ may ~~trade~~invest in ~~the~~Investee ~~commodity~~Pools ~~markets~~which ~~for~~operate ~~their own accounts and the accounts of their clients, and~~ in ~~doing~~a manner so ~~may~~as ~~take positions opposite~~ to ~~those held by the Fund or may~~ be ~~competing~~exempt ~~with~~ the ~~Fund~~Portfolio ~~for~~Manager ~~positions~~from inregistration 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~~commodity ofpool aoperator ~~neutral~~pursuant ~~allocation system, testing a new trading system, trading their proprietary accounts more aggressively or other actions – such persons may from time~~ to ~~time~~CFTC ~~take~~Regulation ~~positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Fund~~4. 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 13(a ~~conflict of interest because the Managing Member may benefit from higher earnings if there is more money invested in the Fund~~)(4). Such Inexempt ~~addition,~~Investee ~~the~~Pools ~~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~~therefore tonot ~~engage~~required ~~in other activities, including managing other discretionary accounts and investment funds. Accordingly, conflicts may arise with respect~~ to ~~the~~deliver ~~time and resources that~~ a ~~Portfolio~~disclosure ~~Manager~~document and ~~its principals devote to an Investment Fund, allocation of investment opportunities between an Investment Fund and other accounts managed by~~ a ~~Portfolio~~certified ~~Manager,~~annual orreport 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~~participants 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~~Investee ~~receive ongoing compensation based on the value of outstanding Units sold by such Selling Agent~~Pool. ~~Accordingly~~ Therefore, to the ~~extent~~information ~~that Members consult with registered representatives of a Selling Agent~~ regarding ~~the advisability of purchasing or withdrawing Units,~~ such ~~representatives~~investment ~~may~~will not have ~~a conflict of interest between giving such Members~~ the ~~advice~~same ~~that~~regulatory ~~such~~oversight ~~representatives believe is in the Members’ best interest and encouraging purchases and discouraging withdrawals so~~ as toif ~~maximize~~ the ~~additional~~Investee ~~compensation~~Pool ~~payable~~were torequired 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~~register. ~~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.~~

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. The rulemaking process related to the passage of the Dodd-Frank Act is ongoing and may have an impact on the Fund.

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.

Table of Contents

~~Item~~ The 2.Managing ~~Properties.~~Member, ~~The~~the Fund’s ~~does~~brokers ~~not~~and ~~own~~their orrespective ~~lease~~principals, ~~any~~affiliates ~~physical~~and ~~properties.~~employees ~~The~~may ~~Fund’s~~trade ~~administrative~~in ~~office~~the iscommodity ~~located~~markets ~~within~~for their own accounts and the ~~office~~accounts of their clients, and in doing so may take positions opposite to those held by the ~~Managing~~Fund ~~Member~~or atmay ~~4200~~be ~~Northside~~competing ~~Parkway,~~with ~~Building~~the ~~11,~~Fund ~~Suite~~for ~~200,~~positions ~~Atlanta,~~in GAthe ~~30327~~marketplace. Such ~~Item~~trading 3.may ~~Legal~~create ~~Proceedings.~~conflicts ~~The~~of ~~Fund~~interest ~~and~~on behalf of one or more such persons in respect of their obligations to the ~~Managing~~Fund. ~~Member~~There are ~~not~~currently ano ~~party~~accounts tobeing ~~any~~traded ~~material~~directly ~~pending~~or ~~legal~~indirectly ~~proceedings.~~for ~~Item~~the 4.benefit ~~Mine~~of ~~Safety~~the ~~Disclosures.~~Managing ~~Not~~Member ~~applicable.~~or its principals and none are contemplated in the immediate future

~~Part~~Because IIthe 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 Investee Pools and Portfolio Managers as the Fund.

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, 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, 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:

Conflicts of Interest of the Placement Agent. The Managing Member has entered into an agreement with its wholly-owned subsidiary, Frontier Solutions, LLC, 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 Investee Pools. Accordingly, conflicts may arise with respect to the time and resources that a Portfolio Manager and its principals devote to an Investee Pool, allocation of investment opportunities between an Investee Pool and other accounts managed by a Portfolio Manager, or transactions between a Portfolio Manager and its affiliates on behalf of an Investee Pool.

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 Investee Pools, in which the Fund will have no interest. The Portfolio Managers may have financial incentives to favor certain of such accounts over an Investee Pool. Any of their proprietary accounts and other customer accounts may compete with the Investee Pool for specific trades, or may hold positions opposite to positions maintained on behalf of an Investee Pool. The Portfolio Managers may give advice and recommend securities to, or buy or sell securities for, Investee Pools, 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 Investee Pools.

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.

Table of Contents

Date of Sale	Class of Units		Subscription Amount		Number of Units		Price per Unit
10/01/2011		Class B	$	1,208,368		9,768.17	$	123.70
10/01/2011		Class C		925,000		9,544.26	$	96.92
11/01/2011		Class B		3,008,957		25,240.41	$	119.21
11/01/2011		Class C		776,000		8,304.91	$	93.44
12/01/2011		Class A		65,497		650.56	$	100.68
12/01/2011		Class B		202,113		1,730.44	$	116.80
12/01/2011		Class C		125,000		1,364.82	$	91.59
12/01/2011		Class E		6,600		51.66	$	127.75
			$	6,317,535		56,655.23

Item 2. Properties

(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” 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, 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.

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. Mine Safety Disclosures

Not applicable.

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~~Aspen~~Part ~~Diversified Fund LLC~~II

~~Statements~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of ~~Operations~~Equity ~~Data~~Securities

	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.

(a) Market Information.

~~Aspen~~There ~~Diversified~~is ~~Fund~~no ~~LLC~~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.

~~Statements of Assets and Liabilities Data~~ (b) Holders.

	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

As of December 31, 2012, there were 30,202.39 Class A Units held by 37 investors, 310,811.40 Class B Units held by 339 investors, 41,785.40 Class C Units held by 13 investors, and 42,678.01 Class E Units held by 74 investors.

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.

Recent Sales of Unregistered Securities.

(f) Securities Sold.

From October 1, 2012 through December 31, 2012, a total of 8,873.66 Units were sold for the aggregate net subscription amount of $1,000,000. 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:

Date of Sale	Class of Units	Subscription Amount		Number of Units		Price per Unit
11/01/2012	Class B	$	1,000,000		8,873.66		112.69
		$	1,000,000		8,873.66

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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 16.0%, or approximately $15.9 million in 2011 as a result redemptions by existing investors and as a result of operations. During 2010, net assets decreased by approximately $669 thousand. During 2009, 2008, 2007 and 2006, net assets (~~decreased~~g) Underwriters ~~increased by approximately ($15.5) million, $29.9 million, $32.7 million,~~ and ~~$37.8~~Other ~~million respectively~~Purchasers. Performance of the Fund may vary considerably from one period to the next. Investee Pool performance during the year ended December 31, 2011 coupled with ongoing operating expenses resulted in a net loss 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, 2010, 2009, 2008 and 2007 is also presented below.

	OverallPool			Class AUnits			Class BUnits			Class CUnits*			Class EUnits
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.

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.

~~Differences in the performance results between different classes of units are primarily attributable to the different fee structures of each class of units~~(h) Consideration. 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.

All Units of the Fund were sold for cash as indicated by the Subscription Amount in response to Item 5(f) 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 applicable.

(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, 2012, 2011, 2010, 2009 and 2008. 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 PMB Helin Donovan, LLP for the years ended December 31, 2012, 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.

Table of Contents

~~Market~~Aspen ~~movements~~Diversified ~~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.LLC

	Year EndedDecember 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.

Statements of Operations Data

	For the year ended December 31, 2012			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
Investment income (loss)
Realized and unrealized gains (losses) on investments
Realized gains (losses) on investments		(348,639	)		(3,294,790	)	$	8,488,214	$	7,972,332		$	5,288,165
Unrealized gains (losses) on investments		446,579			(4,270,563	)		2,228,689		(15,075,898	)		7,627,149
Net realized and unrealized gains (losses) on investments		97,940			(7,565,353	)		10,716,903		(7,103,566	)		12,915,314
Other income (loss)		(943	)		-0-			-0-		653			33,398
Total investment income (loss)		96,997			(7,565,353	)		10,716,903		(7,102,913	)		12,948,712

Operating expenses
Management and incentive fees		620,310			875,935			916,185		914,851			1,722,143
Administrative expenses		231,160			328,178			360,425		503,901			657,763

Managed account fees		778,319			1,791,002			1,146,510		492,194			73,446
Miscellaneous operating expenses		208,254			256,184			201,068		122,029			7,627
Trailing commissions		121,307			286,491			265,655		155,936			111,976
Total operating expenses		1,959,350			3,537,790			2,889,843		2,188,911			2,572,955

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,862,353	)	$	(11,103,143	)	$	7,827,060	$	(9,291,824	)	$	10,375,757

Net increase (decrease) in net assets per unit:
Class A	$	(4.33	)	$	(15.81	)	$	8.07	$	(12.28	)	$	11.16
Class B	$	(2.39	)	$	(14.24	)	$	9.11	$	(10.97	)	$	12.98
Class C	$	(3.22	)	$	(28.31	)	$	12.64	$	(13.03	)	$	5.81
Class E	$	(3.54	)	$	(12.57	)	$	10.20	$	(10.19	)	$	16.41

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

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~~Each~~Aspen ~~Investment~~Diversified 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:~~LLC

~~Withdrawal~~Statements ~~Opportunities~~ of ~~Investee~~Assets ~~Fund~~and ~~Withdrawals~~Liabilities Permitted ADF Trading Company I, LLC (Welton Investment Corporation) Daily ADF Trading Company IV, LLC (Blackwater Capital Management LLC) Daily ADF Trading Company VI, LLC (Abraham Trading Company) Daily ADF Trading Company VII, LLC (Aspen Partners, Ltd.) Daily ADF Trading Company VIII, LLC (LBR Group, Inc.) Daily ADF Trading Company IX, LLC (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 Crabel Fund LP MonthlyData

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.

	December 31, 2012		December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008

Members’ capital	$	46,806,512	$	83,713,162	$	99,674,394	$	100,342,985	$	115,876,755

Net asset value per unit:

Class A	$	94.88	$	100.61	$	115.78	$	109.66	$	121.94

Class B	$	112.39	$	116.92	$	131.86	$	122.50	$	133.53

Class C	$	88.63	$	91.72	$	102.89	$	95.03	$	102.93

Class E	$	124.28	$	127.99	$	142.91	$	131.49	$	141.90

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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 Fund’s liquidity increasing or decreasing in any material way. However, during 2012 the Fund has had redemptions including non-cash transactions of $45,780,251. 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. Additionally, no material deficiencies in liquidity were identified and there were no material unused sources of liquid assets.

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 44.0%, or approximately $36.9 million in 2012 as result of redemptions by existing investors and as a result of operations. During 2011, net assets decreased by approximately $15.9 million. During 2010, 2009, and 2008, net assets (decreased) increased by approximately ($669) thousand, ($15.5) million, and $29.9 million respectively.

The year was not kind to managed futures. Trend-based strategies in general suffered as choppy markets proved extremely difficult to trade. Managed futures suffered its second losing year in a row, the first time in 33 years, according to the Barclay CTA database. In any given year, the elements that lead to a certain outcome can be nearly infinite in scope, but for the same outcome to occur for two consecutive years is an indication that an anomalous market condition has persisted. In our view, this condition is the high degree of government intervention in the form of quantitative easing (QE).

QE is an unconventional monetary policy used by central banks to stimulate economies when traditional approaches become ineffective. A central bank implements QE by purchasing financial assets from banks, thus creating money and injecting liquidity into the markets. The U.S. Federal Reserve (Fed) has used this strategy to keep interest rates artificially low since the credit crisis in 2008.

The Fed has declared its intent to keep short-term rates close to 0% until the employment rate improves. But the result of QE has had many more ramifications, one of which is the growing dependence of the markets on economic releases and Fed announcements. As a result, markets become “backstopped” and are prevented from reaching their natural equilibrium price. This caused numerous trend interruptions, which proved very difficult for most trading advisors to incorporate into their trading strategies. The result was flat to negative performance for the asset class.

Fortunately, it appears that most of the effect of this artificial stimulus has already been seen. The growth in assets has slowed dramatically over time, and was relatively flat in 2012.

The Fund ended the year with a loss of 3.91%. This result is roughly in line with most of the industry indices, and is generally better than the return of other multi-advisor CTA funds. At year-end, The Fund was composed of eight different managed accounts. Losses were evident across the entire managed futures strategy spectrum. Negative performance was particularly pronounced in trend-following. Our specialized commodity managers fared better, as well as our short-term traders. Longer-term CTAs tended to outpace their intermediate-term counterparts.

Performance of the Fund may vary considerably from one period to the next.

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Investee Pool performance during the year ended December 31, 2012 coupled with ongoing operating expenses resulted in a net loss 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, 2011, 2010, 2009, and 2008 is also presented below.

	Overall Pool			Class A Units			Class B Units			Class C Units†			Class E Units
2012 Performance		-3.91	%		-5.70	%		-3.87	%		-3.37	%		-2.89	%
2011 Performance		-11.52	%		-13.10	%		-11.34	%		-10.85	%		-10.44	%
2010 Performance		7.51	%		5.58	%		7.64	%		8.27	%		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	%

† 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 Investee Pools in which the Fund invests, and reallocations of investments among Investee Pools 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 Investee Pools 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.

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 Investee Pools. Holdings by Investee Pools 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 Investee Pools’ open positions and the liquidity of the markets in which they trade.

Investee Pools 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 Investee Pools.

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 Investee Pools 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 Investee Pool is the amount of capital invested with that Investee Pool, 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.

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	Year Ended December 31, 2012
Fair Value of Market Risk Sensitive Instruments	Fair Value		% of Total
ADF Trading Company I, LLC (Portfolio Manager: Welton Investment Corporation) †		44,030		0.08	%
ADF Trading Company IV, LLC (Portfolio Manager: Blackwater Capital Management LLC) †		5,605,203		10.02	%
ADF Trading Company V, LLC (Portfolio Manager: Abraham Trading Company) †		5,398,275		9.65	%
ADF Trading Company VII, LLC (Portfolio Manager: Aspen Partners Ltd) †		5,178,262		9.26	%
ADF Trading Company IX, LLC (Portfolio Manager: Eckhardt Trading Company) †		5,388,775		9.64	%
ADF Trading Company X, LLC (Portfolio Manager: Saxon Investment Corporation) †		5,106,044		9.13	%
ADF Trading Company XI, LLC (Portfolio Manager: Rotella Investment Corporation) †		5,441,027		9.73	%
ADF Trading Company XII, LLC (Portfolio Manager: Tactical Investment Management Corporation) †		4,796,779		8.58	%
Aspen Commodity Long/Short Fund LLC		14,683,870		26.26	%
Crabel Fund LP		4,277,765		7.65	%
TOTAL	$	55,920,030		100.00	%
† ADF Trading Company I, LLC, ADF Trading Company IV, LLC, ADF Trading Company V LLC, ADF Trading Company VII, 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 of $19,721,047. Also included in the fair value (or the trading level) of these accounts is notional value of $17,237,348.

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Each Investee Pool 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 Pools		Withdrawals Permitted
ADF Trading Company I, LLC (Welton Investment Corporation)		Daily
ADF Trading Company IV, LLC (Blackwater Capital Management LLC)		Daily
ADF Trading Company V, LLC (Abraham Trading Company)		Daily
ADF Trading Company VII, LLC (Aspen Partners Ltd)		Daily
ADF Trading Company IX, LLC (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
Crabel Fund 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.

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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-1
Statements of Assets and Liabilities	F-2
Statements of Operations	F-3
Statements of Changes in Net Assets	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-76

Table of Contents

~~PMB~~Report ~~Helin~~of ~~Donovan~~Independent Registered Public Accounting Firm

Consultants & Certified Public Accountants

_______________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Aspen Diversified Fund LLC:

We have audited the accompanying statements of assets and liabilities of Aspen Diversified Fund LLC (the “Fund”) as of December 31, ~~2011~~2012 and ~~2010~~2011, and the related statements of operations, changes in net assets, and cash flows for the three years ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010. These financial statements are the responsibility of the Fund'’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our 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 are free of material misstatement. The ~~company~~Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~company'~~Fund’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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aspen Diversified Fund LLC as of December 31, ~~2011~~2012 and ~~2010~~2011, and the results of its operations, and cash flows, for the three years ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010, in conformity with accounting principles generally accepted in the United States of America.

PMB Helin Donovan, LLP

Austin, Texas

March 2629, ~~2012~~2013

F-1

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Aspen Diversified Fund LLC

Statements of Assets and Liabilities

	December 31, 2011		December 31, 2010
	December 31,		December 31,
	2012		2011
ASSETS
Investments:
Investments in investment funds – at fair value – Note B
Investments in investment funds--at fair value--Note B (cost: $18,292,773 and $24,538,203 at December 31, 2012 and December 31, 2011, respectively)	$	18,961,635	$	24,479,278
(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		1,335,464		2,478,526
Unrealized gain on futures contracts– at fair value – Note B		2,478,526		2,928,061
Total investments		20,297,099		26,957,804
Total investments		26,957,804		34,976,336
Cash and cash equivalents		28,091,840		64,356,685
Cash and cash equivalents		64,356,685		23,358,269
Other receivables		150,381		208,440
Interest and other receivables		208,440		208,691
TOTAL ASSETS	$	48,539,320	$	91,522,929
Investment fund redemption receivable		-0-		29,645,432
Investments in transit		-0-		16,600,000
TOTAL ASSETS	$	91,522,929	$	104,788,728
LIABILITIES AND NET ASSETS
LIABILITIES:
Unrealized loss on futures contracts – at fair value – Note B	$	1,870,531	$	1,334,237
Unrealized loss on futures contracts--at fair value--Note B	$	1,008,676	$	1,870,531
Trailing commissions payable		164,~~990~~832		2316,~~802~~990
Management, incentive and administrative fees payable – Note D		89,082		102,221
Management, incentive, and administrative fees payable--Note D		47,119		89,082
Accounts payable		7387,~~007~~049		5173,~~300~~007
Managed accounts fees payable		177,888		400,108
Managed account fees payable		70,619		177,888
Membership redemptions payable		2514,~~418,269~~513		2,~~681~~418,~~275~~269
Capital contributions received in advance of admission date		~~3,164,000~~-0-		~~521~~3,~~391~~164,000
TOTAL LIABILITIES		71,~~809~~732,~~767~~808		57,~~114~~809,~~334~~767
NET ASSETS – Note C		83,713,162		99,674,394
NET ASSETS--Note C		46,806,512		83,713,162
TOTAL LIABILITIES AND NET ASSETS	$	9148,~~522~~539,~~929~~320	$	~~104~~91,~~788~~522,~~728~~929
See notes to financial statements

See notes to financial statements.

F-2

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Aspen Diversified Fund LLC

Statements of Operations

	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
	Year Ended			Year Ended			Year Ended
	December 31, 2012			December 31, 2011			December 31, 2010
Investment income (loss)
Realized and unrealized gains (losses) on investments – Note B
Realized and unrealized gains (losses) on investments
Realized gains (losses) on investments	$	(3,294,790	)	$	8,488,214		$	7,972,332
Realized (losses) gains on investments	$	(348,639	)	$	(3,294,790	)	$	8,488,214
Unrealized gains (losses) on investments		(4446,~~270,563~~579	)		2(4,~~228~~270,~~689~~563	)		~~(15~~2,~~075~~228,~~898~~689	)
Net realized and unrealized gains (losses) on investments		(797,~~565,353~~940	)		10(7,~~716~~565,~~903~~353	)		(710,~~103~~716,~~566~~903	)
Interest income		-0-			-0-			653
Other loss		(943	)		-0-			-0-
TOTAL INVESTMENT INCOME (LOSS)		(796,~~565,353~~997	)		10(7,~~716~~565,~~903~~353	)		(710,~~102~~716,~~913~~903	)
Operating expenses – Note D
Operating expenses
Management and incentive fees		~~875~~620,~~935~~310			~~916~~875,~~185~~935			~~914~~916,~~851~~185
Administrative expenses		~~328~~231,~~178~~160			~~360~~328,~~425~~178			~~503~~360,~~901~~425
Managed account fees		1778,~~791,002~~319			1,~~146~~791,~~510~~002			~~492~~1,~~194~~146,510
Miscellaneous operating expenses		~~256~~208,~~184~~254			~~201~~256,~~068~~184			~~118~~201,~~840~~068
Trailing commissions		~~286~~121,~~491~~307			~~265~~286,~~655~~491			~~155~~265,~~936~~655
TOTAL OPERATING EXPENSES		31,~~537~~959,~~790~~350			23,~~889~~537,~~843~~790			2,~~188~~889,~~911~~843
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,103,143	)	$	7,827,060		$	(9,291,824	)
NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,862,353	)	$	(11,103,143	)	$	7,827,060
See notes to financial statements

See notes to financial statements.

F-3

Table of Contents

Aspen Diversified Fund LLC

Statements of Changes in Net Assets

	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
	Year Ended			Year Ended			Year Ended
Net assets at beginning of year	$	99,674,394		$	100,342,985		$	115,876,755
	December 31, 2012			December 31, 2011			December 31, 2010
Capital contributions		23,413,500			26,946,853			22,468,676
Net assets at beginning of year	$	83,713,162		$	99,674,394		$	100,342,985
Redemptions		(28,271,589	)		(35,442,504	)		(28,710,622	)
Capital contributions		10,735,954			23,413,500			26,946,853
Net increase (decrease) from operations		(11,103,143	)		7,827,060			(9,291,824	)
Redemptions		(45,780,251	)		(28,271,589	)		(35,442,504	)
NET ASSETS AT END OF YEAR	$	83,713,162		$	99,674,394		$	100,342,985
Net (decrease) increase from operations		(1,862,353	)		(11,103,143	)		7,827,060
See notes to financial statements
NET ASSETS AT END OF YEAR	$	46,806,512		$	83,713,162		$	99,674,394

See notes to financial statements.

F-4

Table of Contents

Aspen Diversified Fund LLC

Statements of Cash Flows

	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
	Year Ended			Year Ended			Year Ended
	December 31, 2012			December 31, 2011			December 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations	$	(11,103,143	)	$	7,827,060		$	(9,291,824	)
Net (decrease) increase in net assets resulting from operations	$	(1,862,353	)	$	(11,103,143	)	$	7,827,060
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to cash provided by operating activities:
Adjustments to reconcile net (decrease) increase in net assets resulting from operations to cash provided by operating activities:
Purchase of investments, net		(8,500,000	)		(26,302,167	)		(40,106,347	)
Purchase of net investments		(1,000,000	)		(8,500,000	)		(26,302,167	)
Proceeds from disposition of investments		96,~~489~~896,~~473~~790			789,~~753~~489,~~576~~473			5378,~~042~~753,~~150~~576
Realized losses (gains) on investments		3,294,790			(8,488,214	)		(7,972,332	)
Realized loss (gain) on investments		348,639			3,294,790			(8,488,214	)
Unrealized losses (gains) on investments		4,270,563			(2,228,689	)		15,075,898
Unrealized (gain) loss on investments		(446,579	)		4,270,563			(2,228,689	)
Decrease (increase) in interest and other receivables		~~251~~58,059			~~(208,691~~251	)		~~793~~(208,691	)
Decrease (increase) in investment fund redemptions receivable		~~29,645,432~~-0-			~~(28~~29,~~145~~645,432	)		(128,~~500~~145,~~000~~432	)
Decrease (increase) in investments in transit		~~16,600,000~~-0-			~~(15~~16,600,000	)		(~~400~~15,600,000	)
(Decrease) increase in trailing commissions payable		(612,~~812~~158	)		10(6,~~490~~812	)		~~528~~10,490
Increase (decrease) in accounts payable		21,707			(3,223	)		54,523
Increase (decrease) in account payable		14,042			21,707			(3,223	)
(Decrease) increase in managed accounts fees payable		(222,219	)		333,118			(6,456	)
(Decrease) increase in managed account fees payable		(107,269	)		(222,219	)		333,118
Decrease in management, incentive, and administrative fees payable		(13,139	)		(4,014	)		(37,820	)
Decrease in management, incentive and administrative fees payable		(41,963	)		(13,139	)		(4,014	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		43,476,903			5,943,814			8,859,113
NET CASH PROVDED BY OPERATING ACTIVITIES		3,847,208			43,476,903			5,943,814
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received from members		262,~~056~~947,~~109~~727			26,~~384~~056,~~864~~109			2126,~~768~~384,~~956~~864
Membership redemptions		(2843,~~534~~059,~~596~~780	)		(3528,~~008~~534,~~570~~596	)		(2735,~~451~~008,~~648~~570	)
NET CASH USED IN FINANCING ACTIVITIES		(240,~~478~~112,~~487~~053	)		(82,~~623~~478,~~706~~487	)		(58,~~682~~623,~~692~~706	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		40,998,416			(2,679,892	)		3,176,421
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(36,264,845	)		40,998,416			(2,679,892	)
Cash and cash equivalents at beginning of year		2364,~~358~~356,~~269~~685			2623,~~038~~358,~~161~~269			2226,~~861~~038,~~740~~161
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	6428,~~356~~091,~~685~~840		$	2364,~~358~~356,~~269~~685		$	2623,~~038~~358,~~161~~269
Cash paid for interest	$	-0-		$	-0-		$	-0-
Cash paid for income taxes	$	-0-		$	-0-		$	-0-
Cash paid for taxes	$	-0-		$	-0-		$	-0-

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

At December 31, 2012, 2011, and 2010, the Fund had membership redemptions payable of $514,513, $2,418,269, and $2,681,275, respectively.

At December 31, 2012, 2011, and 2010 the Fund had capital contributions received from members in advance of admission date of $-0-, $3,164,000, and $521,391, respectively.

At December 31, 2012, 2011, and 2010 the Fund had non-cash redemptions of $4,624,227, $0, $0, respectively, of which were non-cash transfers to capital contributions received from members.

See notes to financial statements.

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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, 2011, 2010, and 2009, the Company had membership redemptions payable of $2,418,269 , $2,681,275, and $2,247,341, respectively. At December 31, 2011, 2010, and 2009 the Company had capital contributions received from members in advance of admission date of $3,164,000, $521,391, and $1,083,380, respectively. See notes to financial statements.

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Aspen Diversified Fund LLC

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”).

Aspen Partners, Ltd. (the “Managing Member”), acts as the managing member, commodity pool operator, and trading adviser of the Fund. As of December 31, ~~2011~~2012, the Managing Member had approximately $~~150~~165.67 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~~investment ~~Funds~~funds, to the ~~Investment Committee~~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~~ACLSF”) 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:~~F-6

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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Aspen Diversified Fund LLC

Notes to Financial Statements

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

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.

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 ~~Futures~~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.

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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 futures contracts 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~~years ended December 31, 2012, 2011, and 2010. 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 and R. J. O’Brien 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, 2011			Balance as of December 31, 2010
	Balance as of December 31, 2012			Balance as of December 31, 2011
Cash in bank	$	8,~~028~~700,~~823~~352		$	28,~~003~~028,~~293~~823
Cash held in managed accounts		5619,~~329~~394,~~538~~259			2156,~~354~~329,~~976~~538
Total bank balance	$	6428,~~358~~094,~~361~~611		$	2364,358,~~269~~361
FDIC insurance limit		(8,028,823	)		(2,003,293	)
FDIC Insured by		(8,700,352	)		(8,028,823	)
SIPC insurance limit		(500,000	)		(500,000	)
SIPC Insured by		(500,000	)		(500,000	)
Uninsured, uncollateralized balance	$	5518,~~829~~894,~~538~~259		$	2055,~~854~~829,~~976~~538

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.

FInvestment 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-9level 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.

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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 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~~ statements of ~~Assets~~assets and ~~Liabilities~~liabilities.

~~Subsequent events:~~NOTE ~~Subsequent~~B ~~events~~– ~~are~~INVESTMENTS ~~defined~~IN asINVESTMENT ~~events~~FUNDS or& ~~transactions~~FUTURES 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.CONTRACTS

At December 31, 2012 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:

	Net Gains (Losses)			Cost Basis		Fair Value		% of Fund’s Net Assets
Investment Funds and Futures Contracts:
Aspen Commodity Long/Short Fund LLC	$	( 38,866	)	$	14,721,167	$	14,683,870		31.37	%
Crabel Fund, LP		1,421,223			3,571,606		4,277,765		9.14	%

Total investment funds		1,382,357			18,292,773		18,961,635		40.51	%

Futures contracts, net		(1,284,417	)		-0-		326,788		0.70	%

Total	$	97,940		$	18,292,773		19,288,423		41.21	%

Other assets, less liabilities							27,518,089		58.79	%

Net assets						$	46,806,512		100.00	%

Included in the net gain from the investment in the Crabel Fund LP for the year ended December 31, 2012 is a deduction for management fees of $210,647 and incentive fees of $382,368, respectively. Aspen Commodity Long/Short Fund, LLC does not charge a fee.

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

At December 31, 2012, 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-	$	18,961,635	$	-0-
Unrealized gains on futures contracts, net		326,788		-0-		-0-
Total	$	326,788	$	18,961,635	$	-0-

At December 31, 2012, and during the year then ended, the Fund’s investments in futures contracts and net unrealized gains by type, were as follows:

Futures Contract Type	Net Unrealized Gains)
Foreign exchange contracts	$	32,485
Commodity futures contracts		294,303
Total	$	326,788

As of December 31, 2012, the aggregate unrealized appreciation and depreciation of investment funds was as follows:

Description
Unrealized appreciation	$	706,159
Unrealized depreciation		37,297
Net appreciation	$	668,862

At December 31, 2012, and during the year then ended, the Fund’s investments in investment funds and futures contracts and net gains (losses) by investment objective, as a percentage of total investments, were as follows:

Investment Strategy	Net Gain (Losses)			Cost Basis		Fair Value		% of Total
Systematic Trend Followers	$	(1,250,968	)	$	-0-	$	326,788		1.69	%
Systematic Short Term Trend Followers		1,421,223			3,571,606		4,277,765		22.18	%
Discretionary Short Term Traders		(33,449	)		-0-		-0-		0.00	%
Commodity Specialists		(38,866	)		14,721,167		14,683,870		76.13	%
Total	$	97,940		$	18,292,773	$	19,288,423		100.00	%

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

At December 31, ~~2011~~2012, and during the year then ended, the Fund’s investments in investment funds and ~~net~~futures ~~realized~~contracts and ~~unrealized~~net gains ~~(losses)~~by ongeographic ~~Investment~~region, ~~Funds~~as ~~and~~a ~~futures~~percentage ~~contracts~~of ~~consisted~~total ofinvestments, ~~the~~were ~~following~~as follows:

Investment Funds & Futures Contracts	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Funds Net Assets
Geographic Region	Net Gains (Losses)			Cost Basis		Fair Value		% of Total
Aspen Commodity Long Short Fund, LLC	$	(1,194,333	)	$	16,538,203	$	16,722,737		19.98%
United States		97,940		$	18,292,773	$	19,288,423		100.00	%
Boronia Diversified Fund (U.S.), LP†		3,801			-0-		-0-		0.00%
Total	$	97,940		$	18,292,773	$	19,288,423		100.00	%
Crabel Fund, LP		(243,459	)		8,000,000		7,756,541		9.26%
Discus Feeder Ltd.†		2,723			-0-		-0-		0.00%
Graham Global Investments Fund Ltd.†		22,283			-0-		-0-		0.00%
Man-AHL Diversified II LP†		(198	)		-0-		-0-		0.00%
Robeco Transtrend Diversified Fund LLC‡		(583,140	)		-0-		-0-		0.00%
Total investment funds		(1,992,323	)		24,538,203		24,479,278		29.24%
Futures contracts, net		(5,573,030	)		-0-		607,995		0.73%
Total	$	(7,565,353	)	$	24,538,203		25,087,273		29.97%
Other assets, less liabilities							58,625,889		70.03%
Net assets						$	83,713,162		100.00%

At December 31, 2011 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:

	Net Gains (Losses)			Cost Basis		Fair Value		% of Fund’s Net Assets
Investment Funds and Futures Contracts:
Aspen Commodity Long/Short Fund, LLC	$	(1,194,333	)	$	16,538,203		16,722,737		19.98	%
Boronia Diversified Fund (U.S.), LP †		3,801			-0-		-0-		0.00	%
Crabel Fund, LP		(243,459	)		8,000,000		7,756,541		9.26	%
Discus Feeder Ltd. †		2,723			-0-		-0-		0.00	%
Graham Global Investments Fund Ltd. †		22,283			-0-		-0-		0.00	%
Man-AHL Diversified II LP †		(198	)		-0-		-0-		0.00	%
Robeco Transtrend Diversified Fund LLC‡		(583,140	)		-0-		-0-		0.00	%

Total investment funds		(1,992,323	)		24,538,203		24,479,278		29.24	%

Futures contracts, net		(5,573,030	)		-0-		607,995		0.73	%

Total	$	(7,565,353	)	$	24,538,203		25,087,273		29.97	%

Other assets, less liabilities							58,625,889		70.03	%

Net assets						$	83,713,162		100.00	%

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

‡ Fund shares were fully disposed as of December 31, 2011.

AtIncluded in the net loss from the investment in the Crabel Fund LP for year ended December 31, 2011 is a deduction for management fees of $213,875 ~~the~~and ~~fair~~incentive ~~value~~fees ~~measurements were~~of as$126,227, ~~follows:~~respectively. Aspen Commodity Long/Short Fund, LLC does not charge a fee.

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

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

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
Net depreciation	$	58,925

At December 31, 2011, and during the year then ended, the Fund’s investments in investment funds and ~~net~~futures ~~gains~~contracts and net (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 futures contracts and net gains (losses) 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%	%

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

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 ~~fair~~year ~~value~~then ~~measurements~~ended, the Fund’s net gains by investment objective were as follows:

Fair Value Measurement	Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment Strategy	Net Gains (Losses)
Investments in investment funds	$	-0-		$	32,048,275	$	-0-
Systematic Trend Followers	$	8,593,322
Unrealized gains on futures contracts, net		1,593,824			-0-		-0-
Systematic Short Term Trend Followers		358,529
Total	$	1,593,824		$	32,048,275	$	-0-
Systematic Hybrid Trend Follower		(116,186	)
Commodity Specialist		1,881,238
Total	$	10,716,903

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

Futures Contract Type	Net Unrealized Gains
Geographic Region	Net Gains
Foreign exchange contracts	$	407,568
United States	$	9,921,967
Commodity futures contracts		1,186,256
Caribbean (Bermuda, Bahamas, and Cayman Islands)		794,936
Total	$	110,~~593~~716,~~824~~903

AsThe ofinvestment ~~December~~objectives ~~31,~~and ~~2010,~~redemptions permitted for the ~~aggregate~~investment ~~unrealized appreciation~~funds ~~and~~in ~~depreciation~~which the Fund had invested as of ~~investment~~December ~~funds~~31, ~~was~~2012 were as follows:

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

Investment Funds & Managed Accounts	Investment Objectives	Redemptions 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 V, LLC (Abraham Trading Company)	Systematic Trend Follower	Daily
ADF Trading Company VII, LLC (Aspen Partners Ltd)	Systematic Trend Follower	Daily
ADF Trading Company IX, LLC (Eckhardt Trading Company)	Systematic Trend Follower	Daily
ADF Trading Company X, LLC (Saxon Investment Corporation)	Systematic Trend Follower	Daily
ADF Trading Company XI, LLC (Rotella Investment Corporation)	Systematic Trend Follower	Daily
ADF Trading Company XII, LLC (Tactical Investment Management Corporation)	Systematic Trend Follower	Daily
Aspen Commodity Long/Short Fund LLC	Commodity Specialist	Monthly
Crabel Fund LP	Systematic Short Term	Monthly

AtThese ~~December~~investment ~~31,~~funds ~~2010~~engage primarily in speculative trading of U.S. and foreign futures contracts and options on U.S. and foreign futures contracts, and ~~during~~foreign ~~the~~currency ~~year~~transactions. The ~~then ended~~funds are exposed to both market risks, the ~~Fund’s~~risk ~~investments~~arising from changes in ~~investment~~the ~~funds~~market ~~and~~value ~~net~~of ~~gains~~the ~~(losses)~~contracts, byand ~~investment~~credit ~~objective~~risk, as athe ~~percentage~~risk of ~~total,~~failure ~~investments~~by ~~were~~another asparty ~~follows:~~to perform according to the terms of a contract.

Investment Strategy	Net Gains/ (Losses)			Cost Basis		Fair Value		% of Total
Systematic Trend Followers	$	8,593,322		$	8,546,675	$	11,677,471		34.71%
Systematic Short Term Trend Followers		358,529			-0-		-0-		0.00%
Systematic Hybrid Trend Followers		(116,186	)		-0-		-0-		0.00%
Commodity Specialists		1,881,238			20,275,790		21,964,936		65.29%
Total	$	10,716,903		$	28,822,465	$	33,642,099		100.00%

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, 2012 or 2011.

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:

Geographic Region	Net Gains		Cost Basis		Fair Value		% of Total
United States	$	9,921,967	$	28,822,465	$	33,642,099		100.00%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		794,936		-0-		-0-		0.00%
Total	$	10,716,903	$	28,822,465	$	33,642,099		100.00%

F-14

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

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

During the year ended December 31, 2009, the Fund’s net realized and unrealized gains (losses) on investment funds and futures contracts consisted of the following:

Investment Funds & Futures Contracts	Net Gains/ (Losses)
Abraham Commodity Fund LP	$	(227,778	)
AlphaMosaic (US) LLC (Altis - Cell No. 151)		(225,772	)
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 investment funds and net losses by investment objective, as a percentage of total investments were as follows:

Investment Strategy	Net Losses
Diversified Long-Term Trend Followers	$	(4,387,022	)
Diversified Medium-Term Trend Followers	$	(1,367,184	)
Diversified Short-Term Trend Followers	$	(137,259	)
Commodity Specialists		(1,212,101	)
Total	$	(7,103,566	)

During the year ended December 31, 2009 the Fund’s net losses by geographic region, as a percentage of total investments, were as follows:

Geographic Region	Net Losses
United States	$	(5,453,496	)
Caribbean (Bermuda, Bahamas, and Cayman Islands)		(1,650,070	)
Total	$	(7,103,566	)

F-15

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, 2011 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 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

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.

At December 31, 2011 and 2010, the Fund had remitted $-0- and $16,600,000, 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, ~~2011~~2012 and ~~2010~~2011, the Fund had received capital contributions of $~~3,164,000~~0 and $~~521~~3,~~391~~164,000, 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-16~~During the years ended December 31, 2010, 2011 and 2012 net assets changed as follows:

	Class A			Class B			Class C			Class E			Total

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 increase 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

Issuance of units		146,345			9,083,926			726,699			778,984			10,735,954
Redemption of units		(5,642,131	)		(36,144,099	)		(2,001,434	)		(1,992,587	)		(45,780,251	)
Net decrease from operations		(319,705	)		(1,211,265	)		(158,882	)		(172,501	)		(1,862,353	)

Net asset value at December 31, 2012	$	2,865,448		$	34,933,573		$	3,703,404		$	5,304,087		$	46,806,512

F-15

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE C – NET ASSETS – Continued

~~During~~Unit transactions for the ~~years~~year ended December 31, ~~2009~~2010, ~~2010~~2011 and ~~2011,~~2012 ~~net~~were ~~assets changed~~ as follows:

	Class A			Class B			Class C			Class E			Total
Net asset value at December 31, 2008	$	7,656,205		$	84,376,645		$	6,063,330		$	17,780,575		$	115,876,755
Units outstanding at December 31, 2009		69,132			633,257			19,266			101,576			823,231
Issuance of units		2,650,160			19,198,544			400,000			219,972			22,468,676
Units issued		67,795			157,755			10			1,477			227,037
Redemption of units		(1,904,431	)		(19,157,755	)		(4,252,747	)		(3,395,689	)		(28,710,622	)
Units redeemed		(9,418	)		(219,198	)		(19,266	)		(36,516	)		(284,398	)
Net decrease from operations		(820,757	)		(6,842,014	)		(379,933	)		(1,249,120	)		(9,291,824	)
Units outstanding at December 31, 2010		127,509			571,814			10			66,537			765,870
Net asset value at December 31, 2009	$	7,581,177		$	77,575,420		$	1,830,650		$	13,355,738		$	100,342,985
Net asset value per unit at December 31, 2010	$	115.78		$	131.86		$	102.89		$	142.91
Issuance of units		7,269,842			19,482,471			1,000			193,540			26,946,853
Units outstanding at December 31, 2011		127,509			571,814			10			66,537			765,870
Redemption of units		(1,030,323	)		(27,435,632	)		(1,940,936	)		(5,035,613	)		(35,442,504	)
Units issued		16,999			123,970			56,773			2,377			200,119
Net decrease from operations		941,859			5,779,914			110,341			994,946			7,827,060
Units redeemed		(58,226	)		(155,178	)		(774	)		(16,641	)		(230,819	)
Net asset value at December 31, 2010	$	14,762,555		$	75,402,173		$	1,055		$	9,508,611		$	99,674,394
Units outstanding at December 31, 2011		86,282			540,606			56,009			52,273			735,170
Issuance of units		1,964,268			15,597,632			5,521,000			330,600			23,413,500
Net asset value per unit at December 31, 2011	$	100.61		$	116.92		$	91.72		$	127.99
Redemption of units		(5,977,113	)		(19,852,268	)		(70,876	)		(2,371,332	)		(28,271,589	)
Units outstanding at December 31, 2011		86,282			540,606			56,009			52,273			735,170
Net decrease from operations		(2,068,771	)		(7,942,526	)		(314,158	)		(777,688	)		(11,103,143	)
Units issued		1,477			77,910			7,979			6,059			93,425
Net asset value at December 31, 2011	$	8,680,939		$	63,205,011		$	5,137,021		$	6,690,191		$	83,713,162
Units redeemed		(57,557	)		(307,704	)		(22,203	)		(15,654	)		(403,118	)
Units outstanding at December 31, 2012		30,202			310,812			41,785			42,678			425,477
Net asset value per unit at December 31, 2012	$	94.88		$	112.39		$	88.63		$	124.28

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 D – RELATED PARTY TRANSACTIONS

The Fund pays various monthly fees to the managing member, Aspen Partners, Ltd., which ~~vary~~varies 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 proF-~~rata to each Class of units. The custody fees will be paid by each class as incurred.~~16

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, 2011, 2010 and 2009, the Fund recognized management and incentive fee expenses of $875,935, $916,185, and $914,851 respectively. An incentive of $11,167 was paid during 2011. There were no incentive fees paid during the year ended December 31, 2010 and 2009.

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

At December 31, 2011 and 2010 accounts payable consisted of $89,082 and $102,221, 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, 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 D – RELATED PARTY TRANSACTIONS – Continued

On December 1, 2010 the administrative fee for Class C increased from 0.05% to 0.10%. 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, 2012, 2011 and 2010, the Fund recognized management and incentive fee expenses of $620,310 , $875,935, and $916,185, respectively. An incentive of $11,167 was paid during 2011. There were no incentive fees paid during the years ended December 31, 2012 and 2010.

At December 31, 2012, 2011 and 2010, the Fund recognized expenses of $231,160, $328,178, and $360,425 respectively, related to certain accounting and administrative services provided by the Managing Member.

At December 31, 2012 and 2011, management fees, incentive fees, and administration fees payable consisted of $47,119 and $89,082, respectively. Interests in the Fund are marketed through Frontier Solutions, LLC, a registered Broker/Dealer. As of December 31, 2012, there were no fees paid to Frontier Solutions by the Fund.

At December 31, 2012 and 2011, the Fund held investment in Aspen Commodities Long/Short Fund, LLC in the amount of $14,683,870 and $16,722,737, respectively. The Funds are managed by the Managing Member.

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.

Financial highlights were as follows for the year ended December 31, ~~2011~~2012:

Per Unit Activity	Class A			Class B			Class C			Class E
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
Beginning net unit value at December 31, 2011	$	100.61		$	116.92		$	91.72		$	127.99
Net realized and unrealized loss on investments		(91.1413	)		(101.5434	)		(81.2506	)		(111.5248	)
Interest income		0.00			0.00			0.00			0.00
Total investment loss		(91.1413	)		(101.5434	)		(81.2506	)		(111.5248	)
Management and incentive fees		(10.1199	)		(1.2816	)		(0.7568	)		-0-
Administrative and other expenses		(43.9261	)		(32.1203	)		(21.1635	)		(32.4023	)
Total operating expenses		(64.0360	)		(43.4019	)		(2.9103	)		(32.4023	)
Ending unit value December 31, 2011	$	100.61		$	116.92		$	91.73		$	127.99
Ending unit value December 31, 2012	$	94.88		$	112.39		$	88.63		$	124.28
	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-17

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:

	Class A			Class B			Class C			Class E
Net investment income (loss)		(0.33	%)		0.43	%		(1.41	%)		(1.09	%)
Operating expenses, before incentive fees		(4.05	%)		(2.50	%)		(2.13	%)		(1.69	%)
Operating expenses, after incentive fees		(4.05	%)		(2.50	%)		(2.13	%)		(1.69	%)
Decrease in net assets		(4.38	%)		(2.07	%)		(3.54	%)		(2.78	%)
Total return		(5.70	%)		(3.87	%)		(3.37	%)		(2.89	%)
Loss per unit	$	(4.33	)	$	(2.39	)	$	(3.22	)	$	(3.54	)

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 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, 2012 was 48.55%.

~~The~~Financial ~~portfolio~~highlights ~~turnover~~were ~~rate~~as follows for the year ended December 31, ~~2010 was 72.75%.~~2011:

F-20

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	)		(2.17	)		(3.40	)
Total operating expenses		(6.03	)		(4.40	)		(2.92	)		(3.40	)

Ending unit value December 31, 2011	$	100.61		$	116.92		$	91.72		$	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	%)
Loss 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-18

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS – Continued

~~NOTE~~Financial Ehighlights –were ~~FINANCIAL~~as ~~HIGHLIGHTS~~follows –for ~~Continued~~the year ended December 31, 2010:

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, 2009	$	109.66		$	122.50		$	95.03		$	131.49
Net realized and unrealized gains on investments		11.14			12.64			9.85			13.67
Interest income		0.00			0.00			0.00			0.00
Total investment income		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

Per Unit Activity	Class A			Class B			Class C			Class E
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 investment income		12.33	%		10.12	%		9.42	%		9.32	%
Net realized and unrealized loss on investments		(7.64	)		(8.42	)		(6.51	)		(8.98	)
Operating expenses, before incentive fees		(4.89	%)		(2.64	%)		(2.04	%)		(1.55	%)
Interest income		0.00			0.00			0.00			0.00
Operating expenses, after incentive fees		(4.89	%)		(2.64	%)		(2.04	%)		(1.55	%)
Total investment loss		(7.64	)		(8.42	)		(6.51	)		(8.98	)
Increase in net assets		7.44	%		7.47	%		7.39	%		7.77	%
Management and incentive fees		(1.15	)		(1.27	)		(0.74	)		-0-
Total return		5.58	%		7.64	%		8.27	%		8.69	%
Administrative and other expenses		(3.49	)		(1.34	)		(0.65	)		(1.43	)
Earnings per unit	$	8.07		$	9.11		$	12.64		$	10.20
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~~ 2010 was 3972.5675%.

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.

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.F-19

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

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS -– Continued

~~Futures~~Forward 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.Contracts:

~~The~~Forward ~~volume~~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’s ~~derivative activities~~enters ~~based~~into onthese ~~their~~contracts ~~notional~~to ~~amounts~~hedge itself against foreign currency exchange rate risk for its foreign currency dominated assets and ~~number~~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 ~~December~~the ~~31,~~investments ~~2011~~are recognized as unrealized gains and ~~2010:~~losses in the statement of operations.

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	$	4,013,000	4,042,940	$	5,320,000	5,307,817
Commodity price
Futures contracts		188,425,000	1,105		111,445,000	1,179
Total	$	192,438,000	4,044,045	$	116,765,000	5,308,996

Futures Contracts:

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	$	8,594,000	8,487,381	$	8,722,000	8,604,344
Commodity price
Futures contracts		155,475,000	1,347		43,533,000	345
Total	$	164,069,000	8,488,728	$	52,255,000	8,604,689

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.

~~The~~Futures ~~fair~~contracts ~~value~~provide ~~amounts~~reduced ofcounterparty ~~derivative instruments~~risk into the ~~statement~~Fund ofsince ~~financial~~futures ~~condition~~are asexchange-traded. ~~derivative~~The purchase and sale of futures contracts, ~~categorized~~requires bymargin ~~primary~~deposits ~~underlying~~with ~~risk~~a ~~for~~Futures Commission Merchant (“FCM”). Payments are made or received by the ~~year ended~~Fund ~~December~~each 31day, ~~2011~~depending on the fluctuations in the contract value, and ~~2010:~~are recorded as unrealized gains or losses in the statement of operations.

	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

The volume of the Fund’s derivative activities based on their notional amounts and number of contracts as of December 31, 2012 and 2011 are as follows:

F-22

December 31, 2012	Long Exposure				Short Exposure
Primary underlying risk	Notional Amounts		Number of Contracts		Notional Amounts		Number of Contracts
Foreign currency exchange rate Forward contracts	$	6,244,810		6,162,927	$	-0-		-0-
Commodity price Futures contracts		120,603,395		1,360		28,903,047		316
	$	126,848,205		6,164,287	$	28,903,047		316

F-20

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS -– Continued

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	Long Exposure				Short Exposure
Primary underlying risk	Notional Amounts		Number of Contracts		Notional Amounts		Number of Contracts
Foreign currency exchange rate Forward contracts	$	4,013,000		4,042,940	$	5,320,000		5,307,817
Commodity price Futures contracts		188,425,000		1,105		111,445,000		1,179
	$	192,438,000		4,044,045	$	116,765,000		5,308,996

		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

The fair value amounts of derivative instruments in the statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, for the years ended December 31, 2012 and 2011are as follows:

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.

	December 31, 2012				December 31, 2011
Primary underlying risk	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities

Foreign currency exchange rate Forward contracts	$	44,676	$	12,191	$	33,269	$	75,746
Commodity price Futures contracts		1,290,788		996,485		2,445,257		1,794,785
Gross derivative assets and liabilities		1,335,464		1,008,676		2,478,526		1,870,531
Less: Master netting arrangements		-0-		-0-		-0-		-0-
Less: Cash collateral applied		-0-		-0-		-0-		-0-
Net derivative assets and liabilities	$	1,335,464	$	1,008,676	$	2,478,526	$	1,870,531

F-21

Table of Contents

Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS – Continued

The net gain and loss amounts included in the statement of operations as net realized and unrealized gains (losses) on investments, categorized by underlying risk, for the years ended December 31, 2012, 2011 and 2010 are as follows:

	December 31, 2012			December 31, 2011			December 31, 2010
Primary underlying risk	Amount of Loss			Amount of Loss			Amount of Gain
Foreign currency exchange rate Forward contracts	$	(114,913	)	$	(526,124	)	$	178,435
Commodity price Futures contracts		(885,579	)		(4,628,874	)		4,130,863
Total	$	(1,000,492	)	$	(5,154,998	)	$	4,309,298

For the years ended December 31, 2012, 2011and 2010, futures contracts per Note B are presented net of interest income and expense, and commission expense for a net decrease of $283,925, $418,032, and 236,916, respectively.

NOTE G – SUBSEQUENT EVENTS

During the period from January 1, ~~2012~~2013 through March 2229, ~~2012~~2013, the Fund received additional capital contributions of $415,~~031,073~~000 and members requested redemptions of $64,~~588~~450,~~890~~663.

NOTE H – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following represents unaudited quarterly financial information for the eight quarters through December 31, ~~2010~~2012.

4th Qtr. 2011

3rd Qtr. 2011

2nd Qtr. 2011

1st Qtr. 2011

4th Qtr. 2010

3rd Qtr. 2010

2nd Qtr. 2010

1st Qtr. 2010

4th Qtr. 2012

3rd Qtr. 2012

2nd Qtr. 2012

1st Qtr. 2012

4th Qtr. 2011

3rd Qtr. 2011

2nd Qtr. 2011

1st Qtr. 2011

Total investment income (loss)

(41,~~638~~656,~~727~~099

)

~~303~~3,~~818~~129,231

(4208,~~057,197~~112

)

~~826~~(1,~~754~~168,023

)

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

)

4303,~~542,532~~818

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

)

~~890~~826,~~466~~753

Total expenses

~~658~~323,~~035~~030

~~961~~453,~~426~~143

~~881~~552,~~047~~573

1630,~~037,282~~604

1658,~~019,398~~035

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

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

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

Net increase (decrease) in net assets

(51,~~296~~979,~~762~~129

)

~~(657~~2,~~608~~676,088

)

(4760,~~938,244~~685

)

(~~210~~1,~~528~~798,627

)

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

)

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

)

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

)

~~357~~(210,~~573~~529

)

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

	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	$	(4.99	)	$	3.04		$	(1.08	)	$	(2.53	)	$	(6.72	)	$	(1.26	)	$	(7.21	)	$	(0.75	)
Class A	$	(6.72	)	$	(1.26	)	$	(7.21	)	$	(0.75	)	$	5.35		$	3.44	)	$	(2.56	)	$	1.33
Class B	$	(4.49	)	$	5.03		$	(1.11	)	$	(2.40	)	$	(6.80	)	$	(0.86	)	$	(6.39	)	$	(0.21	)
Class B	$	(6.80	)	$	(0.86	)	$	(6.39	)	$	(0.21	)	$	6.68		$	4.41		$	(2.24	)	$	0.27
Class C	$	(3.42	)	$	2.99		$	(0.89	)	$	(1.77	)	$	(5.05	)	$	(1.01	)	$	(5.42	)	$	(0.87	)
Class C	$	(5.05	)	$	(1.01	)	$	(5.42	)	$	(0.87	)	$	5.40		$	3.64		$	(1.59	)	$	(0.15	)
Class E	$	(4.73	)	$	3.38		$	(0.69	)	$	(2.30	)	$	(7.09	)	$	(0.49	)	$	(6.19	)	$	0.16
Class E	$	(7.09	)	$	(0.49	)	$	(6.19	)	$	0.16		$	7.90		$	5.08		$	(2.08	)	$	0.63

F-2322

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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that filed or submitted under the Investment Company Act of 1940 is accumulated and communicated to management, including the principal executive and principal financial officers of the Managing Member, as appropriate to allow timely decisions regarding require disclosure. Based upon this evaluation, ~~they~~ the principal executive officer and the principal financial officer of the Managing Member concluded that, as of December 31, ~~2011~~2012, the Fund’'s disclosure controls ~~are~~and procedures were 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, ~~2011~~2012. 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, ~~2011~~2012, the Fund’'s internal control over financial reporting iswas 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 induring the ~~twelve~~quarter ~~months~~ ended December 31, ~~2011~~2012 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.

~~Part III~~24

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, 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.

Table of Contents

19Part III

~~Table~~Item of10. Directors, ~~Contents~~Executive Officers and Corporate Governance.

~~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~~a) ~~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~~b) Identification ~~or bank foreclosure. William Ware Bush, born in 1953, has twenty-six years~~ of ~~experience~~Directors ~~in the financial services industry. He joined the Managing Member in 1998. He is primarily responsible for client relationships in the Southern~~ and ~~Western~~Executive ~~Regions of the United States~~Officers. 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.

HeThe ~~often~~registrant ~~speaks~~itself onhas ~~the~~no ~~area~~directors ofor ~~Managed Futures at conferences and meetings of consultants and financial advisors~~officers. The ~~Mr.~~Managing 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 FisherMember, ~~born~~Aspen ~~in 1973~~Partners, ~~joined the Managing Member in 2000 and became a Partner in the company in 2007~~Ltd., ~~Mr. Fisher~~ is ~~primarily~~ responsible for ~~client~~all ~~relationships~~decisions inconcerning the ~~Mid-Atlantic~~business and ~~Northeast~~operations ~~Regions~~ of the ~~United States~~Fund. 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.

20The principals and executive officers of the Managing Member are Kenneth E. Banwart, William Ware Bush, Bryan R. Fisher, and Deborah Terry.

~~Table~~Kenneth E. Banwart, born in 1942, is chairman of ~~Contents~~the board and founder 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.

~~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~~Mr. HeBanwart ~~joined~~began ~~the~~his ~~Managing~~career ~~Member~~ in ~~2004~~1966 ~~and~~after ~~has~~graduating ~~been~~with ~~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~~Bachelor ~~broker-dealer and a wholly owned subsidiary~~ of ~~Aspen~~Business ~~Partners.~~Administration ~~Mr.~~degree ~~Langley~~in ~~has~~Accounting ~~been~~from ~~integral~~Wichita toState 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 structuresUniversity. From ~~Prior~~1966 to ~~joining~~1969 ~~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 awith ~~part~~Ernst of& ~~the~~Young ~~company’s~~LLP ~~disaster response team. Mr. Langley holds the Certified Regulatory and Compliance Professional~~ (~~“CRCP”)~~formerly ~~designation~~Arthur ~~granted~~Young by& ~~the Financial Industry Regulatory Authority (FINRA~~Company). Heon ~~earned his B.B.A. in Management from~~ the ~~University~~audit ofand ~~West~~tax ~~Georgia.~~staff ~~Deborah~~specializing ~~Terry, born~~ in ~~1952, is~~ the ~~Chief~~securities 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~~. During ~~She~~this ~~has~~period ~~provided~~he ~~accounting~~became ~~and advisory services to businesses in~~ a ~~variety~~Certified ofPublic ~~industries~~Accountant ~~including: financial services, construction, land development, real estate sales~~ and ~~rental,~~was ~~manufacturing, retail, and service industries. Ms. Terry is~~ a ~~CPA~~member ~~licensed~~of in the ~~state~~National ofAssociation ~~Georgia and a member~~ of CPAs, the ~~Georgia~~Texas Society of CPAs, and the ~~American~~National ~~Institute~~Association 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~~From 1969 to ~~joining~~1978 ~~Aspen,~~he ~~Mr. Morin~~ was ~~Co-Chair~~Director of the ~~Investment~~Tax ~~Committee~~Incentive ~~and~~Investment ~~Director~~Department ~~of Research at 6800 Capital, LLC, an investment manager~~ specializing in ~~managed~~the ~~futures~~selection and ~~hedge~~marketing ~~fund~~ of ~~funds~~alternative ~~products.~~investments ~~Mr.~~for ~~Morin~~Rauscher ~~also~~Pierce ~~held executive level asset management and research positions with Unigestion US~~Refsnes, ~~Ltd, one of Europe’s leading Alternative Investments asset management firms, Refco~~ Inc., ~~formerly~~ a ~~leading~~regional ~~futures~~NYSE ~~firm,~~Member ~~and~~Firm ~~Commodities~~with ~~Corporation~~offices ~~USA~~throughout ~~(now Goldman Sachs) an industry pioneer in~~ the ~~managed futures industry~~Southwest. In ~~all,~~this ~~Mr.~~position ~~Morin~~he ~~has~~was ~~over~~responsible 20for ~~years~~forming ~~experience evaluating~~ and ~~selecting~~heading ~~Managed~~the ~~Futures~~group ~~managers for multi-advisor fund portfolios. Mr. Morin earned a B.S.~~ in ~~Finance~~the ~~from~~selection, ~~Fairleigh~~due ~~Dickinson~~diligence ~~University~~ and amarketing ~~M.B.A. from Rider University for which he was awarded membership into the Beta Gamma Sigma Honor Society. (c) Identification~~ of ~~Certain~~investments ~~Significant~~in ~~Employees.~~real ~~The~~estate, ~~registrant~~oil ~~has~~and nogas, ~~employees.~~equipment ~~(d)~~leasing ~~Family Relationships. None. (e) Business Experience. See Item 5 (a)~~ and ~~(b) above.~~agriculture

21Since 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:

~~Table~~· Co-Chairman of ~~Contents~~the Board - Red River Feed Yards, Inc. An integrated agriculture company including a 100,000 feedlot.

(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, 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, 2011, management and principals of the Managing Member own interests in the Fund as presented below.

·	Executive Vice President - Robert Stanger & Co. A recognized authority in alternative investments with various books, publications and consulting services.

Class

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Class C

Aspen Partners, Ltd. †

10.26 Units

0.02%

Class E

Aspen Partners, Ltd. †

1,831.90 Units

3.50%

Class E

Kenneth E. Banwart

493.68 Units

0.94%

Class E

Bryan R. Fisher

235.20 Units

0.45%

·	Executive Vice President - Boston Bay Capital, Inc. A firm specializing in the acquisition, renovation and management of certified historic properties.

~~† Kenneth~~· E.Founder ~~Banwart,~~and ~~William~~President ~~Ware~~- ~~Bush,~~Summit ~~Bryan~~Capital R.A ~~Fisher,~~firm ~~and~~specializing ~~Paul~~in ~~Morin~~the ~~control~~funding ~~the~~of ~~voting~~multi-family ~~and~~properties ~~dispositive~~being ~~powers~~acquired ~~over~~ from the ~~Units~~Resolution ~~held~~Trust byCorporation ~~Aspen~~(RTC) ~~Partners,~~or ~~Ltd~~bank foreclosure.

22William 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.

~~Table~~In his career he has served in a variety of ~~Contents~~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.

(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, 2011, the Managing Member received $864,768 in management fees, $328,178 in administrative fees, and $11,167 in incentive fees from the Fund.

(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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23He often speaks on the area of Managed Futures at conferences and meetings of consultants and financial advisors.

~~Table~~Mr. ofBush ~~Contents~~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.

(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.

Bryan Fisher, born in 1973, joined the Managing Member in 2000, became a Partner in the company in 2007 and became the Managing Partner of the Managing Member in September of 2012. Mr. Fisher is primarily responsible for client relationships in the Mid-Atlantic and Northeast Regions of the United States.

~~Item~~Prior 15to joining the Managing Member, Mr. ~~Exhibits~~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, ~~Financial~~private ~~Statement~~real ~~Schedules~~estate, oil and gas LPs, exchange funds, hedge funds of funds, private equity/venture capital, and institutional money market funds.

~~The~~Prior ~~following~~to ~~Exhibits~~joining ~~are~~First ~~included as~~Union, Mr. Fisher was Vice President of Sales and Marketing for National Holdcasting Corp., a ~~part~~telecommunications firm located in Richmond, VA. Mr. Fisher holds a Bachelor of ~~this~~Arts ~~Form~~Degree ~~10-K:~~from Virginia Polytechnic Institute and State University.

~~3.1~~Deborah ~~Certificate~~Terry, ofborn ~~Formation~~in of1952, ~~Aspen~~is ~~Diversified~~the ~~Fund~~Chief ~~LLC,~~Financial ~~dated~~Officer ~~April~~of 7,the ~~2005,~~Managing ~~incorporated~~Member. Ms. byTerry ~~reference~~joined ~~herein,~~Aspen ~~previously~~Partners ~~filed~~in as2007. anShe ~~exhibit~~is toresponsible for all aspects of the ~~registrant’s~~accounting, ~~Form~~financial ~~10-K~~reporting ~~filed~~and oninternal ~~April~~controls ~~17,~~of ~~2008~~the firm.

3Ms.2 ~~Limited~~Terry ~~Liability~~has ~~Company~~over ~~Agreement~~twenty-five years of ~~Aspen~~accounting ~~Diversified~~experience ~~Fund~~in ~~LLC,~~both ~~incorporated~~private byindustry ~~reference~~and ~~herein,~~public ~~previously~~accounting. ~~filed~~She ashas anprovided ~~exhibit~~accounting and advisory services to ~~the~~businesses ~~registrant’s~~in ~~Form~~a 10variety ~~filed~~of onindustries ~~August~~including: 6financial services, ~~2007~~construction, land development, real estate sales and rental, manufacturing, retail, and service industries.

10Ms.1 ~~Form~~Terry ~~Selling~~is ~~Agent~~a ~~Agreement,~~CPA ~~incorporated~~licensed byin ~~reference~~the ~~herein,~~state ~~previously~~of ~~filed~~Georgia asand ana ~~exhibit~~member toof the ~~registrant’s~~Georgia ~~Form~~Society ~~10-K~~of ~~filed~~CPAs onand ~~April~~the ~~17,~~American ~~2008~~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.

~~10.2~~Additionally, ~~Managed~~effective ~~Account~~as ~~Agreement~~of ~~between~~January ~~Tactical~~11, ~~Investment~~2013, ~~Management~~Adam ~~Corporation~~Langley ~~and~~resigned ~~ADF~~as ~~Trading~~Chief ~~Company~~Compliance ~~XII,~~Officer ~~LLC~~of ~~dated~~the ~~January~~Managing ~~24,~~Member. ~~2011,~~George ~~incorporated~~Davis byVick ~~reference~~joined ~~herein,~~the ~~previously~~Managing ~~filed~~Member as anthe ~~exhibit~~Chief toCompliance ~~the~~Officer ~~registrant’s~~of ~~Form~~the ~~10-Q~~Managing ~~filed~~Member on ~~May~~January 168, ~~2011~~2013. *

~~10.3~~(c) Identification ~~Sub-Manager~~of ~~Agreement~~Certain ~~between~~Significant Rotella Capital Management, Inc. and ADF Trading Company XI, LLC dated June 21, 2011, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-Q filed on August 12, 2011. *Employees

14The ~~Code of Ethics of the Managing Member, incorporated by reference herein, previously filed as an exhibit to the~~ registrant’s ~~Form~~has ~~10-K~~no ~~filed on April 16, 2009~~employees.

~~31.1 Certification of the Managing Partner of the Managing Member Pursuant to Rule 13A-14~~(ad) Family ~~and Rule 15D-14(a), of the Securities Exchange Act, as amended, dated March 31, 2011~~Relationships.

31None.~~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~~(e) Business ~~Certification of the Managing Partner of the Managing Member Pursuant to 18 U~~Experience.~~S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2011.~~

~~32.2~~See ~~Certification~~Item of5 ~~the~~(a) ~~Chief~~and ~~Financial~~(b) ~~Officer of the Managing Member Pursuant to 18 U~~above.~~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~~f): Involvement ~~(i)~~in ~~Consolidated~~Certain ~~Balance~~Legal 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 StatementsProceedings.

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

2426

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~~Signatures~~(g) Promoters and Control Persons.

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 authorizedNone.

~~Dated:~~Section ~~March~~16(a) ~~27,~~Beneficial ~~2012~~Ownership ~~Aspen~~Reporting ~~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~~Compliance

25Pursuant 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 2012 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, 2012, there were two beneficial owners who owned more than five percent (5%) of the outstanding Units of the Fund.

(b) Security ownership of management.

As of December 31, 2012, management and principals of the Managing Member own interests in the Fund as presented below.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Class C	Aspen Partners, Ltd.†	10.26 Units		0.02	%
Class E	Aspen Partners, Ltd.†	842.40 Units		1.97	%
Class E	Bryan R. Fisher	232.86 Units		0.55	%
Class E	Kenneth E. Banwart	493.68 Units		1.16	%

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

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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, 2012, the Managing Member received $620,310 in management fees and $231,160 in administrative fees from the Fund.

(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.

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 $88,000 and $80,000 for the fiscal years 2012 and 2011, 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 2012 and 2011 respectively.

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 $14,000 for the years 2012 and 2011, respectively. These services included review of the Fund’s domestic tax compliance information. There were no other professional services for tax compliance work in 2012 or 2011.

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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 2012 and 2011.

(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 2010, 2011 and 2012. 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.

10.1	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.

10.2*	Managed Account Agreement between Tactical Investment Management Corporation and ADF Trading Company XII, LLC dated January 24, 2011, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-Q filed on May 16, 2011.

10.3*	Sub-Manager Agreement between Rotella Capital Management, Inc. and ADF Trading Company XI, LLC dated June 21, 2011, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-Q filed on August 12, 2011.

14	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 27,2013.

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 27, 2013.

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 27, 2013.

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 27, 2013.

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

Dated: March 29, 2013
	Aspen Diversified Fund LLC

	By: Aspen Partners, Ltd., Managing Member

		/s/ Bryan Fisher
		Bryan Fisher
		Managing Partner

		/s/ Deborah Terry
		Deborah Terry
		Chief Financial Officer

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