UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

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

	For the quarterly period ended: September 30, 2011

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

	For the transition period: ____________________ to ____________________

Commission File Number: 000-52544

Aspen Diversified Fund LLC

(Exact name of registrant as specified in its charter)

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

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

	(404) 879-5126
	(Telephone Number)

	Not applicable
	(Former name, former address and former fiscal year, if changed since last report)

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 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

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Interim Statements of Assets and Liabilities	1

	Interim Statements of Operations	2

	Interim Statements of Changes in Net Assets	3

	Interim Statements of Cash Flows	4

	Notes to Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18

Item 4.	Controls and Procedures	19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	21

Item 4.	(Removed and Reserved)	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

iii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Aspen Diversified Fund LLC

Interim Statements of Assets and Liabilities

	Unaudited
	September 30, 2011		December 31, 2010
ASSETS

Investments in investment funds--at fair value--Note B (cost: $26,975,139 and $28,822,465 at September 30, 2011 and December 31, 2010, respectively)	$	27,748,569	$	32,048,275
Investment in futures contracts--at fair value--Note B		6,253,696		2,928,061
Total investments		34,002,265		34,976,336
Cash and cash equivalents		67,212,062		23,358,269
Other receivables		208,441		208,691
Investments in transit		-0-		16,600,000
Investment fund redemptions receivable		-0-		29,645,432

TOTAL ASSETS	$	101,422,768	$	104,788,728

LIABILITIES AND NET ASSETS

LIABILITIES

Investment in futures contracts--at fair value--Note B	$	4,640,439	$	1,334,237
Commissions payable		24,672		23,802
Management, incentive & administrative fees payable--Note D		98,599		102,221
Accounts payable		70,957		51,300
Managed accounts fees payable		453,193		400,108
Membership redemptions payable		485,849		2,681,275
Capital contributions received in advance of admission date		2,133,368		521,391

TOTAL LIABILITIES		7,907,077		5,114,334

NET ASSETS-- Note C		93,515,691		99,674,394

TOTAL LIABILITIES AND NET ASSETS	$	101,422,768	$	104,788,728

See notes to financial statements.

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Aspen Diversified Fund LLC

Interim Statements of Operations

(Unaudited)

	For the three months ended September 30, 2011			For the three months ended September 30, 2010		For the nine months ended September 30, 2011			For the nine months ended September 30, 2010
Investment income

Realized and unrealized gain (loss) on investments--Note B
Realized gain (loss) on investments	$	(728,570	)	$	675,103	$	(493,679	)	$	2,402,287
Unrealized gain (loss) on investments		1,032,387			3,867,429		(2,432,946	)		1,650,808
Net investment income (loss)		303,817			4,542,532		(2,926,625	)		4,053,095

Operating expenses
Management and incentive fees		205,561			227,054		667,815			680,876
Administrative fees		77,796			89,691		251,317			269,655
Managed account fees		539,758			316,419		1,525,410			564,998
Trailing commissions		72,705			68,935		224,953			193,376
Miscellaneous operating expenses		65,605			57,664		210,260			161,540
Total operating expenses		961,425			759,763		2,879,755			1,870,445

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(657,608	)	$	3,782,769	$	(5,806,380	)	$	2,182,650

See notes to financial statements.

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Aspen Diversified Fund LLC

Interim Statements of Changes in Net Assets

(Unaudited)

	For the nine months ended September 30, 2011			For the nine months ended September 30, 2010
Net assets at beginning of period	$	99,674,394		$	100,342,985

Capital contributions		17,095,966			17,205,974

Redemptions		(17,448,289	)		(15,581,610	)

Net (decrease) increase from operations		(5,806,380	)		2,182,650

NET ASSETS AT END OF PERIOD	$	93,515,691		$	104,149,999

See notes to financial statements.

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Aspen Diversified Fund LLC

Interim Statements of Cash Flows

(Unaudited)

	For the nine months ended September 30, 2011			For the nine months ended September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES

Net increase (decrease) in net assets resulting from operations	$	(5,806,380	)	$	2,182,650

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchase of net investments		(8,500,000	)		(53,790,577	)
Proceeds from disposition of investments		9,853,648			52,855,419
Realized loss (gain)		493,679			(2,402,287	)
Unrealized loss (gain) on investments		2,432,946			(1,650,808	)
Decrease (increase) in redemptions receivable		29,645,432			1,000,000
Decrease in other receivable		250			-0-
Decrease in investments in transit		16,600,000			1,500,000
Increase in commissions payable		870			9,813
Increase in accrued operating expense		19,657			12,361
Increase in managed accounts fee payable		53,085			189,922
Decrease in management, incentive and administrative fees payable		(3,622	)		(1,703	)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		44,789,566			(95,210	)

CASH FLOWS FROM FINANCING ACTIVITIES

Capital contributions received from members		18,707,944			24,008,194
Membership redemptions		(19,643,717	)		(16,008,966	)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(935,773	)		7,999,228

NET INCREASE IN CASH AND CASH EQUIVALENTS		43,853,793			7,904,018

Cash and cash equivalents at beginning of period		23,358,269			26,038,161

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	67,212,062		$	33,942,179

Cash paid for interest	$	-0-		$	-0-

Cash paid for taxes	$	-0-		$	-0-

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

At September 30, 2011 and 2010, the Fund had membership redemptions payable of $485,849 and $1,819,985, and contributions received in advance of admission date of $2,133,368 and $7,885,600, 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 that seeks to provide its investors with a rate of return not generally correlated with traditional investments. The Fund offers units in multiple classes (Class A, B, C, D and E). As of September 30, 2011, no Class D units were outstanding. 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 by independent commodity trading advisors (“CTAs”), or other portfolio managers (together “Portfolio Managers”).

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

The accompanying unaudited financial statements of the Fund have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the financial condition and operations of the Fund for the period presented have been included. The following is a description of the more significant of those policies that the Fund follows in preparing its 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 Aspen Partners, Ltd. (the “Managing Member”).

The valuation of Investment Funds purchased or held by the Fund ordinarily are 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).

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

Where deemed appropriate by the Managing Member, investments in Investment Funds or illiquid securities may be valued at cost. Cost is 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 have been no sales to third parties).

Valuation of Investments in Futures Contracts: These instruments include open trade equity positions (futures contracts and currency forwards) that are actively traded on commodities exchanges with quoted pricing for corroboration. Futures contracts and currency forwards are reported at fair value using Level 1 inputs, as described in “Investment Valuations” below. Investments in Futures contracts further include open trade equity that are quoted prices for identical or similar assets that are not traded on active markets.

Investment Income: Investment income includes realized and unrealized gains and losses from the Fund’s investments in Investment Funds, managed accounts and interest income. Gains, losses, income earned and expenses incurred by the Investment Funds are allocated to the Fund based on the Fund’s 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 accounting of income for financial statement purposes and accounting of income for tax purposes relates to certain gains and losses that are not immediately realized for income tax purposes for the period ended September 30, 2011. 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 that 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 most recent fiscal year-end. 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 12 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 CTAs on behalf of the Fund. Cash in managed accounts is held by Newedge USA, LLC and R.J. O’Brien & Associates, LLC to secure trading positions in currency and commodity futures. These funds are privately insured by the Securities Investor Protection Corporation (“SIPC”) as such limits may be amended from time to time.

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

Aspen Diversified Fund LLC

Cash Held in Excess of Federally Insured Limits

	Balance as of September 30, 2011			Balance as of December 31, 2010
Cash in bank	$	7,477,454		$	2,003,293
Cash equivalent (T-bills)		1,399,970			-0-
Cash held - managed accounts		58,334,838			21,354,976
Total bank balance		67,212,262			23,358,269
FDIC insurance		(7,477,454	)		(2,003,293	)
SIPC insurance		(500,000	)		(500,000	)
Uninsured, uncollateralized balance	$	59,234,808		$	20,854,976

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

The three-tier hierarchy of inputs is summarized below.

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

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

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

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

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE B – INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS

At September 30, 2011 and during the nine months then ended, investments and net realized and unrealized gains (losses) on Investment Funds and futures contracts consisted of the following:

Investment Funds and Futures Contracts	Gains/(Losses) for the nine months ended September 30, 2011			Cost Basis as of September 30, 2011		Fair Value as of September 30, 2011		% of Fund’s Net Assets
Investment funds:
Aspen Commodity Long Short Fund, LLC		(1,012,998	)		16,538,203		16,904,072		18.07%
Boronia Diversified Fund (U.S.), LP ^†		3,801			-0-		-0-		0.00%
Crabel Fund, LP		294,441			8,000,000		8,294,441		8.87%
Discus Feeder Ltd. ^†		2,722			-0-		-0-		0.00%
Graham Global Investments Fund Ltd. ^†		22,283			-0-		-0-		0.00%
Man-AHL Diversified Fund LP ^†		(198	)		-0-		-0-		0.00%
Robeco Transtrend Diversified Fund LLC		(533,282	)		2,436,936		2,550,056		2.73%

Total investment funds		(1,223,231	)		26,975,139		27,748,569		29.67%

Futures contracts, net		(1,703,394	)		-0-		1,613,257		1.73%

Total	$	(2,926,625	)	$	26,975,139		29,361,826		31.40%

Other assets, less liabilities							64,153,865		68.60%

Net assets						$	93,515,691		100.00%

^† Fund Shares were fully disposed of during 2010.

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

At September 30, 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-	$	27,748,569	$	-0-
Investments in Futures contracts, net		1,613,257		-0-		-0-
Total	$	1,613,257	$	27,748,569	$	-0-

At September 30, 2011, the Fund’s investments in futures contracts and net unrealized gains by type, were as follows:

Futures Contract Type	Unrealized Gains
Foreign exchange contracts	$	162,795
Commodity futures contracts		1,450,462
Total	$	1,613,257

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

At December 31, 2010 and during the nine months ended September 30, 2010, investments and net realized and unrealized gains (losses) on Investment Funds and futures contracts consisted of the following:

Investment Funds and Futures Contracts	Gains/(Losses) for the nine months ended September 30, 2010			Cost Basis as of December 31, 2010		Fair Value as of December 31, 2010		% of Fund’s Net Assets
Investment funds:
Abraham Commodity Fund LP ^‡	$	(189,827	)	$	-0-	$	-0-		0.00%
AlphaMosaic (US) LLC (Altis – Cell No. 151) ^‡		(55,977	)		-0-		-0-		0.00%
AlphaMosaic (US) LLC (Krom River – Cell No. 42) ^‡		53,450			-0-		-0-		0.00%
APM Hedged Global Commodity Fund, LDC ^‡		(116,186	)		-0-		-0-		0.00%
Aspen Commodity Long Short Fund, LLC		(20,839	)		20,275,790		21,964,936		22.04%
Boronia Diversified Fund (U.S.), LP ^†		374,983			-0-		-0-		0.00%
Coolmore Partners LP ^‡		(29,505	)		-0-		-0-		0.00%
Discus Feeder Ltd. ^†		(228,680	)		-0-		-0-		0.00%
Galena Fund Ltd. ^‡		70,538			-0-		-0-		0.00%
Global Commodity Systematic LP ^‡		(59,413	)		-0-		-0-		0.00%
Graham Global Investments Fund, Ltd. ^†		569,099			-0-		-0-		0.00%
LD Commodities Alpha Fund LP ^‡		11,554			-0-		-0-		0.00%
Man-AHL Diversified II LP ^†		808,029			-0-		-0-		0.00%
Millburn Commodity Fund LP ^‡		71,837			-0-		-0-		0.00%
MMT Energy Fund ^‡		(93,718	)		-0-		-0-		0.00%
Robeco Transtrend Diversified Fund LLC		762,992			8,546,675		10,083,339		10.11%
Sparta Commodities US Feeder Fund LLC ^‡		(299,680	)		-0-		-0-		0.00%
Winton Futures Fund ^†		421,977			-0-		-0-		0.00%

Total investment funds	$	2,050,634			28,822,465		32,048,275		32.15%

Futures contracts, net		2,002,461			-0-		1,593,824		1.60%

TOTAL	$	4,053,095		$	28,822,465		33,642,099		33.75%

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

Net assets						$	99,674,394		100.00%

^† Fund shares were fully disposed of during 2010.

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

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Aspen Diversified Fund LLC

Notes to Financial Statements

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

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

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in investment funds	$	-0-	$	32,048,275	$	-0-
Investments in Futures contracts, net		1,593,824		-0-		-0-
Total	$	1,593,824	$	32,048,275	$	-0-

The investment objectives and redemption policies for the Investment Funds and managed accounts in which the Fund was invested as of September 30, 2011 were as follows:

Investment Funds & Managed Accounts	Investment Objective	Redemption 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	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
Robeco Transtrend Diversified Fund LLC	Systematic Trend Follower	Monthly

The 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 Investment Funds are exposed to both market risks – the risk arising from changes in the market value of the contracts and credit risk – the risk of failure by another party to perform according to the terms of a contract. Furthermore, certain of the Investment Funds include restrictions as to the minimum amount of time that an investor must remain invested in the Investment Fund.

The Fund is required to disclose any investments that exceed 5% of the Fund’s net assets at year end. Information is not available to determine if an individual investment held by any of the Investment Funds exceeded 5% of the Fund’s net assets at September 30, 2011 and December 31, 2010.

At September 30, 2011 and December 31, 2010, the Fund had remitted $-0- and $16,600,000, respectively, to Investment Funds that was not credited to the Fund’s respective capital accounts until the first day of the following month. These amounts have been recorded as investments in transit.

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE C – NET ASSETS

The Fund maintains separate capital accounts for its members. Net profits and 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 ten days prior written notice.

The Fund admits members only on the first day of each month. At September 30, 2011 and December 31, 2010, the Fund had received capital contributions of $2,133,368 and $521,391, respectively that were credited to the members’ 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.

NOTE D – RELATED PARTY TRANSACTIONS

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

	Class A Units		Class B Units		Class C Units		Class D Units		Class E Units
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%

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 (i.e., the highest level of cumulative trading profits as of any previous calendar month-end with respect to each CTA). During the nine months ended September 30, 2011 and 2010, the Fund recognized management and incentive fee expenses of $667,815 and $680,876, respectively.

During the nine months ended September 30, 2011 and 2010, the Fund recognized administrative fee expenses of $251,317 and $269,655, respectively.

At September 30, 2011 and December 31, 2010, accounts payable consisted of $98,599 and $102,221, respectively, related to management fees, incentive fees and administrative fees.

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS

Financial highlights were as follows for the nine months ended September 30, 2011:

Per unit activity:	Class A Units			Class B Units			Class C Units			Class D Units ^†		Class E Units
Beginning net unit value at December 31, 2010	$	115.78		$	131.86		$	102.89			N/A	$	142.91

Net loss from investments in investment funds		(3.97	)		(4.57	)		(3.57	)		N/A		(5.00	)
Interest income		0.00			0.00			0.00			N/A		0.00
Total investment loss		(3.97	)		(4.57	)		(3.57	)		N/A		(5.00	)

Management & incentive fees		(0.85	)		(0.98	)		(0.57	)		N/A		0.00
Administrative fees		(0.30	)		(0.34	)		(0.08	)		N/A		(0.37	)
Other expenses		(3.66	)		(2.27	)		(1.75	)		N/A		(2.47	)
Total operating expenses		(4.81	)		(3.59	)		(2.40	)		N/A		(2.84	)

Ending unit value at September 30, 2011	$	107.00		$	123.70		$	96.92			N/A	$	135.07

^† Class D units had not yet been issued as of September 30, 2011.

These amounts were calculated based on the weighted average of monthly units outstanding by class.

	Class A Units			Class B Units			Class C Units			Class D Units		Class E Units
Net investment loss		(3.98%	)		(2.82%	)		(4.30%	)		N/A		(2.46%	)
Operating expenses		(4.20%	)		(2.77%	)		(4.03%	)		N/A		(1.99%	)
Net loss		(8.17%	)		(5.60%	)		(8.33%	)		N/A		(4.44%	)
Total return		(7.59%	)		(6.19%	)		(5.81%	)		N/A		(5.48%	)

The portfolio turnover rate for the nine months ended September 30, 2011 was 30.95%.

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE E – FINANCIAL HIGHLIGHTS – Continued

Financial highlights were as follows for the nine months ended September 30, 2010:

Per unit activity:	Class A Units			Class B Units			Class C Units			Class D Units ^†		Class E Units
Beginning net unit value at December 31, 2009	$	109.66		$	122.50		$	95.02			N/A	$	131.49

Net income from investments in investment funds		4.15			4.70			3.66			N/A		5.08
Interest income		0.00			0.00			0.00			N/A		0.00
Total investment income		4.15			4.70			3.66			N/A		5.08

Management & incentive fees		(0.81	)		(0.91	)		(0.53	)		N/A		0.00
Administrative fees		(0.28	)		(0.32	)		(0.04	)		N/A		(0.34	)
Other expenses		(2.33	)		(0.85	)		(0.62	)		N/A		(0.95	)
Total operating expenses		(3.42	)		(2.08	)		(1.19	)		N/A		(1.29	)

Ending unit value at September 31, 2010	$	110.39		$	125.12		$	97.49			N/A	$	135.28

^† Class D Units had not yet been issued as of September 30, 2010.

These amounts were calculated based on the weighted average of monthly units outstanding by class.

	Class A Units			Class B Units			Class C Units			Class D Units		Class E Units
Net investment income		5.42%			3.72%			3.13%			N/A		3.70%
Operating expenses		(3.73%	)		(1.71%	)		(1.23%	)		N/A		(0.98%	)
Net income		2.05%			2.02%			1.90%			N/A		2.72%
Total return		0.66%			2.14%			2.60%			N/A		2.88%

The portfolio turnover rate for the nine months ended September 30, 2010 was 54.96%.

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 it’s 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.

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS- Continued

Forward Contracts

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

Futures Contracts

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

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

The volume of the Fund’s derivative activities based on their notional amounts and number of contracts as of September 30, 2011 and December 31, 2010:

September 30, 2011	Long Exposure			Short Exposure
Primary Underlying Risk		Notional Amounts	Number of Contracts		Notional Amounts	Number of Contracts
Foreign currency exchange rate
Forward contracts	$	5,663,000	5,899,913	$	10,869,000	11,268,313
Commodity price
Futures contracts		264,689,000	1,210		153,879,000	1,121
Total	$	270,352,000	5,901,123	$	164,748,000	11,269,434

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	$	26,660,000	8,582,892	$	23,414,000	8,732,908
Commodity price
Futures contracts		131,702,000	1,032		40,518,000	345
Total	$	158,362,000	8,583,924	$	63,932,000	8,733,253

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Aspen Diversified Fund LLC

Notes to Financial Statements

NOTE F – INVESTMENTS IN DERIVATIVES CONTRACTS- Continued

The fair value amounts of derivative instruments in the statement of financial condition as derivative contracts, categorized by primary underlying risk for the period ended September 30, 2011 and year ended December 31, 2010:

	September 30, 2011				December 31, 2010
Primary underlying risk	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Foreign currency exchange rate
Forward contracts	$	411,079	$	248,284	$	1,496,068	$	1,088,500
Commodity price
Futures contracts		5,842,617		4,392,155		1,431,993		245,737

Gross derivative assets and liabilities		6,253,696		4,640,439		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	$	6,253,696	$	4,640,439	$	2,928,061	$	1,334,237

The net gain and loss amounts included in the statement of operations as net gain from derivative contracts, categorized by underlying risk for the three and nine months ended September 30, 2011 and 2010:

Primary underlying risk	For the three months ended September 30, 2011			For the three months ended September 30, 2010			For the nine months ended September 30, 2011			For the nine months ended September 30, 2010
Foreign currency exchange rate
Forward contracts	$	(44,771	)	$	(72,913	)	$	(26,377	)	$	138,046
Commodity price
Futures contracts		918,959			1,826,464			(1,346,316	)		2,050,382

Net derivative assets and liabilities	$	874,188		$	1,753,551		$	(1,372,693	)	$	2,188,428

For the nine months ended September 30, 2011 and 2010, futures contracts per Note B are presented net of interest income and expense, and commission expense for a net decrease of $330,701 and $185,967 respectively.

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Item 2. 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. The Investment Funds in which the Fund invests have varying liquidity opportunities ranging from daily to annually. The Fund maintains a limited cash position, but retains sufficient cash 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. 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. Each additional investment received increases 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. Performance of the Fund may vary considerably from one period to the next. Results may also vary considerably when compared to results from the same period in previous years.

The collective performance results of the Investment Funds were negative during the nine months ended September 30, 2011. The Fund’s performance coupled with ongoing operating expenses resulted in an overall negative return for the nine months ended September 30, 2011 of (6.21%). The returns per class were as follows: (7.59%) for Class A units; (6.19%) for Class B units; (5.81%) for Class C units; and (5.48%) for Class E units. Comparative performance for the nine months ended September 30, 2010 resulted in returns per class as follows: 0.66% for Class A units; 2.14% for Class B units; 2.60% for Class C units; and 2.88% for Class E units. Class A units were first issued August 1, 2006; Class B units were first issued August 1, 2005; Class C units were first issued on April 1, 2008; and Class E units were first issued July 1, 2005. Differences in these results may be attributable to general market conditions, timing of investments, and the differences in fee structures by class.

The Fund, like most managed futures strategies, was profitable for the year as of April 30, 2011 due to less volatile trends in the market and prominent gains achieved in the currency, precious metals and energy sectors. Performance results in the month of May reversed previous gains and put the Fund at a loss for the year as volatility across many financial markets caused significant losses for most managed futures strategies. Trend reversals resulted in significant losses in the same three sectors representing the primary drivers of previous gains of the Fund - currencies, precious metals and energy. Extremely rare occurrences – such as losses in both equity markets and managed futures markets – continued through September 2011, signaling a lack of consensus surrounding the outlook of continued economic growth. Such market inconsistency prevents medium- and long-term investment strategies from identifying consistent market trends in which to profit. The Fund's performance is not inconsistent with the managed futures markets as a whole.

Off-Balance Sheet Arrangements. The Fund does not have any off-balance sheet arrangements (as defined in Regulation S-K 303(a)(4)(ii)) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Portfolio Changes. In addition to routine allocations and rebalancing of assets as determined by the Fund’s Investment Committee, the Fund terminated the Trading Advisory Agreement between ADF Trading Company II, LLC and Systematic Alpha Asset Management (USA), LLC (previously known as Thor Asset Management (USA), LLC) entered into on December 1, 2008 and filed as Exhibit 10.2 of the Fund's Form 10-Q filed on May 15, 2009. Assets previously invested under the Trading Advisory Agreement were re-allocated among other investments held by the Fund.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Fund is a speculative commodity pool and is a “fund-of-funds” which invests in Investment Funds managed by independent CTAs, or other Portfolio Managers. 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 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 of the Investment Funds’ positions, and the liquidity of the markets in which they trade.

Investment Funds in which the Fund invests 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” of the Fund’s Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2011, 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 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.

Fair Value of Market Risk Sensitive Instruments	Fair Value as of September 30, 2011		% of Total
ADF Trading Company I, LLC (Welton Investment Corporation) ^†	$	7,446,520		7.81%
ADF Trading Company IV, LLC (Blackwater Capital Management LLC) ^†		10,326,717		10.83%
ADF Trading Company V, LLC (Abraham Diversified Fund) ^†		9,159,644		9.60%
ADF Trading Company VII, LLC (Aspen Partners, Ltd.) ^†		6,101,938		6.40%
ADF Trading Company VIII, LLC (LBR Group Inc.) ^†		4,569,640		4.79%
ADF Trading Company IX, LLC (Eckhardt Trading Company) ^†		7,625,585		7.99%
ADF Trading Company X, LLC (Saxon Investment Corporation) ^†		7,741,147		8.11%
ADF Trading Company XI, LLC (Rotella Capital Management) ^†		7,896,839		8.28%
ADF Trading Company XII, LLC (Tactical Investment Management Corp) ^†		6,780,036		7.11%
Aspen Commodity Long Short Fund, LLC		16,904,072		17.72%
Crabel Fund LP		8,294,441		8.69%
Robeco Transtrend Diversified Fund LLC		2,550,056		2.67%
	$	95,396,635		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 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.

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The quantitative disclosures above 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, as amended (the “Exchange Act”)). 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.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. The Managing Partner and the Chief Financial Officer of the Fund’s Managing Member have evaluated the effectiveness of the design and operation of the Fund’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2011. These controls and procedures are designed to provide reasonable assurance that the Fund records, processes and summarizes the information required to be disclosed in the reports submitted to the SEC in a timely and effective manner. Based upon this evaluation the Managing Partner and Chief Financial Officer concluded that, as of September 30, 2011, the Fund’s disclosure controls were effective.

Changes in Internal Control over Financial Reporting. There have been no changes in the Fund’s internal control over financial reporting in the three months ended September 30, 2011 that have materially affected or are reasonably likely to materially affect the Fund’s internal control over financial reporting.

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Fund’s Managing Member is not aware of any material legal proceedings threatened or pending to which the Fund is a party or of which any of the Fund’s property is subject.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in response to Item 1A to Part 1 of the Fund’s Form 10-K for the year ended December 31, 2010.

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

(a)

From July 1, 2011 through September 30, 2011, a total of 83,827 units were sold for the aggregate net subscription amount of $9,560,953. 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, as amended (the “Securities Act”). Details of the sale of these interests are as follows:

Date of Sale	Class of Units		Subscription Amount		Number of Units		Price Per Unit
07/01/2011		Class A	$	95,497		881.97	$	108.27
07/01/2011		Class B		165,826		1,331.26		124.56
07/01/2011		Class E		137,000		1,009.82		135.67
08/01/2011		Class A		125,000		1,128.98		109.83
08/01/2011		Class B		330,391		2,610.46		126.56
08/01/2011		Class E		30,000		217.45		137.96
09/01/2011		Class A		130,000		1,209.02		107.53
09/01/2011		Class B		5,602,239		45,138.10		124.11
09/01/2011		Class C		2,945,000		30,299.89		97.19
			$	9,560,953		83,826.95

(b)

Underwriters and Other Purchasers.

The units were not publicly offered. Units were sold only to “accredited investors” and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act.

(c)

Consideration.

All units of the Fund were sold for cash as indicated under the heading “Subscription Amount” in the table above.

(d)

Exemption from Registration Claimed.

The units were sold pursuant to Rule 506 of Regulation D under the Securities Act and the sales were exempt from registration under the Securities Act.

(e)

Terms of Conversion or Exercise.

Not applicable.

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(f)

Use of Proceeds.

The Fund registered the units on a Registration Statement on Form 10 (Registration No. 000-52544), which was declared effective by the SEC on August 6, 2007. The proceeds from the sale of units will be utilized by the Fund to invest in Investee Pools which engage in trading of futures, forward contracts, commodity interests and option contracts on the foregoing. The Fund’s Investee Pools and Portfolio Managers may trade in as many as 30 to over 50 markets in the six following sectors: currencies, precious and industrial metals, debt instruments, stock indices, agricultural commodities and energy.

The Fund’s Managing Member estimates that 80% or more of the Fund’s assets with Investee Pools or Portfolio Managers, including the assets used to satisfy margin and collateral requirements, indirectly will be invested in U.S. Treasury bills or notes or other CFTC-authorized investments or held in bank or bank money market accounts. All interest earned on Fund assets directly invested in interest bearing investments will accrue to the Fund. The balance of the Fund’s assets will be held in cash in the Fund’s bank account and will be used to maintain liquidity to pay Fund expenses. The Fund will make no loans, whether by direct loan, commercial paper purchase or other form of loan, to its Managing Member, any affiliate or employee of its Managing Member or any other party, and will not invest in equity securities without prior notice to members. The Fund’s Managing Member will not commingle the property of the Fund with the property of any other person or entity.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Item 5. Other Information.

None.

Item 6. Exhibits.

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.

31.1

Certification of the Managing Partner of the Fund’s Managing Member pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended.

31.2

Certification of the Chief Financial Officer of the Fund’s Managing Member pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended.

32.1

Certification of the Managing Partner of the Fund’s Managing Member pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Chief Financial Officer of the Fund’s Managing Member pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

	Dated: November 14, 2011

	Aspen Diversified Fund LLC
	By: Aspen Partners, Ltd., Managing Member

	/s/ Kenneth E. Banwart
	Kenneth E. Banwart
	Managing Partner

	/s/ Deborah Terry
	Deborah Terry
	Chief Financial Officer

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Aspen Diversified Fund LLC 10-Q