UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



_________________________



FORM 10-K

_________________________



|S | ANNUAL REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|- | --------------------------------------------------------------------------------------------
|  |                                                                                             
|  | For the fiscal year ended: December 31, 2010                                                
|  |                                                                                             
|£ | 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







|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.                                                                                                                                                                                                                                    
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|                                                                                                                                                                                                                                                                                                                                                           
|Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                           
|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.   
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|                                                                                                                                                                                                                                                                                                                                                           
|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.)
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|                                                                                                                                                                                                                                                                                                                                                           
|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.                  
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|                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                           
|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.                                                        
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|                                                                                                                                                                                                                                                                                                                                                           
|Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                           



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



Documents incorporated by reference: None.

ii





Table of Contents

Part I

|Item 1.  | Business                  | 1 
|-------- | ------------------------- | --
|         |                           |   
|Item 1A. | Risk Factors              | 4 
|         |                           |   
|Item 1B. | Unresolved Staff Comments | 13
|         |                           |   
|Item 2.  | Properties                | 13
|         |                           |   
|Item 3.  | Legal Proceedings         | 13
|         |                           |   
|Item 4.  | (Removed and Reserved)    | 13



Part II

|Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14
|-------- | ------------------------------------------------------------------------------------------------------------ | --
|         |                                                                                                              |   
|Item 6.  | Selected Financial Data                                                                                      | 15
|         |                                                                                                              |   
|Item 7.  | Management Discussion and Analysis of Financial Condition and Results of Operations                          | 17
|         |                                                                                                              |   
|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk                                                   | 18
|         |                                                                                                              |   
|Item 8.  | Financial Statements and Supplementary Data                                                                  | 19
|         |                                                                                                              |   
|Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 20
|         |                                                                                                              |   
|Item 9A. | Controls and Procedures                                                                                      | 20
|         |                                                                                                              |   
|Item 9B. | Other Information                                                                                            | 20



Part III

|Item 10. | Directors, Executive Officers and Corporate Governance                                         | 21
|-------- | ---------------------------------------------------------------------------------------------- | --
|         |                                                                                                |   
|Item 11. | Executive Compensation                                                                         | 24
|         |                                                                                                |   
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 24
|         |                                                                                                |   
|Item 13. | Certain Relationships and Related Transaction, and Director Independence                       | 24
|         |                                                                                                |   
|Item 14. | Principal Accounting Fees and Services                                                         | 25
|         |                                                                                                |   
|Item 15. | Exhibits, Financial Statement Schedules                                                        | 26

iii





Part I



|Item 1. Business.
|-----------------
|                 
|(a)              
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-1-


Table of Contents


|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(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 6andItem 8 for financial
information pertaining to the Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | Narrative Description of Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (i)
through (xii)Not applicable. Refer toPart 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.

-2-


Table of Contents


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

-3-


Table of Contents


|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                         

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

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Failure of brokerage firms and forward market participants could adversely affect the Fund.The Commodity Exchange Act, as amended, requires a clearing broker to segregate funds received from such broker’s customers
    in respect of futures (but not forward) transactions. If any of the Investment Funds’ commodity brokers were not to do so
    to the full extent required by law, or in the event of a substantial default by one or more of such broker’s other customers,
    the assets of the Fund allocated to that Investment Fund might not be fully protected in the event of the bankruptcy of such broker.
    Furthermore, in the event of such a bankruptcy, the Investment Fund would be limited to recovering only a pro rata share
    of all available funds segregated on behalf of the affected commodity broker’s combined customer accounts, even though certain
    property specifically traceable to the Investment Fund (for example, United States Treasury bills or cash deposited by the Fund
    with such broker) was held by such broker. Commodity broker bankruptcies have occurred in which customers were not able to recover
    from the broker’s estate the full amount of their funds on deposit with such broker and owing to them. Commodity broker
    bankruptcies are not insured by any governmental agency, and investors would not have the benefit of any protection such as that
    afforded customers of bankrupt securities broker/dealers by the Securities Investors Protection Corporation.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|In respect of their forward
    trading, 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, 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 Investment Funds’ trading, impacting the Fund’s investments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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.                                                                                                                                                                                                                                                                     

-5-


Table of Contents


|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The recently enacted Dodd-Frank Wall
    Street Reform and Consumer Protection Act will affect the manner in which certain OTC swap transactions are traded and the credit
    risk associated with such trading. The general effective date of the derivatives portion of the Dodd-Frank Act is one year following
    its enactment. Any changes will likely impact the way swaps are traded and could impact the trading strategy of the trust, as
    well as make it more expensive to trade swaps.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Options trading can be more volatile
    than futures trading. The Portfolio Managers have traded futures and forward options in the past and may trade such instruments
    in the future. Although successful options trading requires many of the same skills as successful futures and forward trading,
    the risks involved are somewhat different. For example, the assessment of near-term market volatility – which is directly
    reflected in the price of outstanding options – can be of much greater significance in trading options than it is in many
    long-term futures strategies. The use of options can be extremely expensive if market volatility is incorrectly predicted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Stop-Loss orders may
    not prevent large losses. Certain of the trading advisors may use stop-loss orders.  Such stop-loss orders
    may not effectively prevent substantial losses, and depending on market factors at the time, may not be able to be executed at
    such stop-loss levels.  No risk control technique can assure that large losses will be avoided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Trading on non-U.S. futures exchanges
    presents greater risk than trading on U.S. futures exchanges. The Portfolio Managers may trade on futures exchanges outside
    the United States. Trading on such exchanges is not regulated by any United States government agency and may involve certain risks
    not applicable to trading on United States exchanges. For example, some non-U.S. exchanges, in contrast to United States exchanges,
    are “principals’ markets” similar to the forward markets in which performance is the responsibility only of
    the individual exchange member with whom the Investment Fund has entered into a futures contract and not of any exchange or clearing
    corporation. In such cases, the Investment Fund will be subject to the risk of the inability or refusal to perform with respect
    to the individual exchange member with whom the Investment Fund has entered into a futures contract. Trading on foreign exchanges
    involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums, exchange or investment controls
    and political or diplomatic disruptions, each of which might materially adversely affect an Investment Fund’s trading activities.
    In trading on foreign exchanges, the Investment Fund is also subject to the risk of changes in the exchange rates between the
    United States dollar and the currencies in which the foreign contracts are settled.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The Fund will incur substantial
    charges which will reduce profits. The Fund is obligated to pay the Managing Member Management Fees and Administrative Fees
    regardless of whether the Fund is profitable. In addition, the Managing Member receives, with respect to each Unit, an Incentive
    Allocation equal to the applicable percentage of New Net Profits earned with respect to such Unit. Stated generally, New Net Profits
    are based upon the increase in value of each Unit at the end of each month including any unrealized appreciation in open futures,
    forward and commodity interest positions and positions in Investee Pools. Each Class is also subject to its pro rata share of
    the management fee, incentive fee and other fees of the Investee Pools.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Forward trading is conducted in a principals’
    market in which counterparties buy and sell currencies among each other, including a “bid-ask” spread in their pricing.
    Institutions trading in such markets do not pay brokerage commissions in addition to such spreads. It is not possible to quantify
    the “bid-ask” spreads paid by the Portfolio Managers in respect of its currency trading because it is not possible
    for the Portfolio Manager to know what, if any, profit its counterparty is making on the forward trades into which it enters.
    However, these spreads represent a significant direct or indirect execution cost to the Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|Trading decisions based on technical
    systems rely on market movements to be effective. Allocation decisions of the Portfolio Managers may not be determined by
    analysis of fundamental supply and demand factors, general economic factors or anticipated world events, but by technical trading
    systems involving trend analysis and other factors and the money management principles developed by the Portfolio Managers and
    their affiliates. The profitability of any trading system involving technical trend analysis depends upon the occurrence in the
    future of significant sustained price moves in at least some of the markets traded. Without such sustained price moves in at least
    some of the markets traded, the Portfolio Managers’ trend-following systems are unlikely to produce profits and the Fund
    could suffer significant losses. The Managing Member believes that investors should consider the Units as a medium- to long-term
    investment (three years or more) to permit the trading method to function over a significant period.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Discretionary aspects of the Portfolio
    Managers’ strategies may result in unprofitable trades. Although the Portfolio Managers generally apply highly systematic
    strategies, these strategies retain certain discretionary aspects. Decisions, for example, to adjust the size of positions indicated
    by the systematic strategies, which futures contracts to trade and method of order entry require judgmental input from the Portfolio
    Managers’ principals. Discretionary decision-making may result in the Portfolio Managers making unprofitable trades in situations
    when a more wholly systematic approach would not have done so.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Technical trading systems may detrimentally
    alter historical trading patterns or affect the execution of trades. There has been, in recent years, a substantial increase
    in interest in technical futures trading systems, particularly trend-following systems. As the capital under the management of
    trading systems based on the same general principles increases, an increasing number of traders may attempt to initiate or liquidate
    substantial positions at or about the same time as the Investment Funds or the Fund, or otherwise alter historical trading patterns
    or affect the execution of trades, to the significant detriment of the Investment Funds and/or the Fund.                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Although the Investment Funds and the
    Fund are as likely to be profitable as unprofitable in up or down markets, there is some tendency for managed futures products
    – particularly those managed by systematic, trend-following advisors – to perform similarly during the same or approximately
    the same periods. Prospective investors must recognize that, irrespective of the skill and expertise of the Managing Member and
    the Portfolio Managers, the success of the Fund may be substantially dependent on general market conditions over which the Managing
    Member and the Portfolio Managers have no control.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|In addition, there has been an increase
    in the use of trading systems employing counter-trend techniques that attempt to profit from the wide use of trend following systems
    by running stop points or otherwise. The increased use of such techniques could alter trading patterns that the Managing Member
    and the Portfolio Managers attempt to exploit to the detriment of the Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Investment Funds
    and Portfolio Managers may modify their trading methods without approval by or notice to the Managing Member. Modifications
    may include changes in or substitution of technical trading systems, risk control overlays, money management principles and markets
    traded and introduction of non-technical factors and methods of analysis and non-trend-following technical systems and methods
    of analysis. The trading systems to be utilized by the Investment Funds and Portfolio Managers are proprietary and confidential.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|There is the potential for a lack of diversification among Portfolio Managers. Although
    the Managing Member intends to invest the Fund’s capital with a number of Portfolio Managers, it is possible that certain
    or all of such Portfolio Managers may utilize similar or overlapping investment strategies. Portfolio Managers utilizing similar
    specialized strategies may hold identical investments. As a result, the Fund may at any time hold a few relatively large (in relation
    to its capital) investments with the result that a loss in any such position could have a material adverse impact on the Fund’s
    capital.                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|Investors in the Fund may not be
    informed of changes in allocations to Investment Funds. The Managing Member expects from time to time to change the percentage
    of Fund assets allocated to each Investment Fund. The Fund may not be required, under certain circumstances, to notify Members
    of changes in allocations. In addition, the Fund will be required to change allocations if it receives additional subscriptions
    during periods when certain Investment Funds are no longer accepting additional funds (for example, because of capacity restrictions).
    In that case, the additional capital would either have to be allocated to those Investment Funds (if any) that were accepting
    additional funds, which would alter the respective percentages of the Fund’s assets allocated to particular Investment Funds,
    or the Fund would have to place some or all of the additional capital with new Investment Funds or make direct investments. Therefore,
    the Fund’s success may depend not only on the current Investment Funds and the Managing Member’s ability to allocate
    Fund assets successfully among those Investment Funds, but also the ability to identify new Portfolio Managers and Investment
    Funds.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Investing in Investment Funds poses
    risks of inadequate information and limited liquidity.Although the Managing Member will attempt to monitor the performance
    of each Investment Fund, the Fund will not receive information regarding the actual investments made by the Investment Funds and
    must ultimately rely on (i) the CPO and CTA of each Investment Fund to operate in accordance with the investment strategy or the
    guidelines laid out by the CPO and CTA of the Investment Fund, and (ii) the accuracy of the information provided to the Fund by
    the CPO and CTA of the Investment Fund. If the CPO and CTA of an Investment Fund does not operate and manage such pool in accordance
    with the investment strategy or guidelines specified for such pool, or if the information furnished by an Investment Fund is not
    accurate, the Fund might sustain losses with respect to its investment in such Investment Fund despite the Sub-Advisor’s
    and the Managing Member’ attempts to monitor such pool.                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|In addition, Investment Funds may have
    restrictions in their governing documents that limit the Fund’s ability to withdraw funds from or invest in the pool. The
    Fund’s ability to withdraw funds from or invest funds in Investment Funds with such restrictions will be limited and such
    restrictions will limit flexibility to reallocate such assets among Investment Funds or to honor Member redemptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|There exists a risk of lack of limited
    liability when investing in managed accounts. From time to time, the Fund may establish and invest in separately managed accounts
    managed by Portfolio Managers, as opposed to investing in Investee Pools. Separately managed accounts are typically not subject
    to the limitations on liability of investors generally offered by Investee Pools. Accordingly, the Fund would be subject to the
    risk of losses beyond its allocation of assets to such account and, potentially, could lose all of its assets as the result of
    its investment in such account. To minimize this risk, the Managing Member has established a number of trading companies (limited
    liability companies formed in Delaware) through which assets would be allocated to Managed Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Incentive compensation for Portfolio
    Managers may result in more risky or speculative investments. The governing documents of the Investment Funds generally will
    provide for the Fund’s payment, as an investor in the Investment Fund, of fees or allocations of profits to the Portfolio
    Manager based upon appreciation, including unrealized appreciation, in the value of the Fund’s investment in the Investment
    Fund, but without penalties for realized losses or decreases in value of the Fund’s investment. The Portfolio Manager’s
    compensation or profit share may be determined separately for each quarter or each year, although losses in a quarter or year
    are often carried forward to subsequent quarters or years in determining the payment for such quarter or year. A Portfolio Manager’s
    incentive compensation arrangements may give the Portfolio Manager an incentive to make more risky or speculative investments.                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Incentive fees may be paid to Portfolio Managers even though the Fund sustains trading
    losses.  The incentive fees or allocations payable in respect of each Investment Fund are assessed individually based on the
    performance of each respective Investment Fund, irrespective of the overall performance of the Fund. Moreover, incentive fees
    and allocations are generally calculated based on the Fund’s total investment in an Investment Fund, not on the basis of
    each separate investment by the Fund in each Investment Fund. In view of the foregoing, it is possible that the Fund may be required
    to pay certain Portfolio Managers incentive fees or allocations, which could be substantial, even though the Fund as a whole was
    not profitable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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

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|The
Managing Member has the authority to suspend or defer the payment of redemptions in certain extraordinary
circumstances when the Managing Member believes doing so would be in the best interest of the Fund, the
Members or the redeeming Members. Such circumstances may include extremely large redemption
requests, a suspension or deferral of the calculation of the NAV of the Investment Funds, or an
inability for the Fund to redeem its investments in the Investment Funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Conflicts of interest are inherent in the operation of the Fund.  The
    Fund will be subject to a number of actual and potential conflicts of interest. Such conflicts may include, among other things,
    the possibility of the Portfolio Managers, the Managing Member, the Investment Committee, a commodity broker for an Investment
    Fund or the Fund, or any of their respective affiliates favoring other customer accounts or their own proprietary trading in certain
    respects over that of the Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Members will not participate in management. Purchasers of Units will not be entitled
    to participate in the management of the Fund or the conduct of its business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|An
investment in the Fund may expose investors to complex tax considerations. An investment in the Fund
may present complex tax considerations for investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Partnership treatment is not assured. There is a risk that the Fund, having more than
    100 Members, may be treated as a “publicly traded partnership” taxable as a corporation for federal income tax purposes.
    Nevertheless, the Fund in all events will be treated as a partnership for federal income tax purpose so long as at least 90% of
    its annual gross income consists of “qualifying income” as defined in Section 7704 of the Internal Revenue Code of
    1986, as amended (the “Code”) and the Federal Income Tax Regulations (the “Regulations”) thereunder.
    The Managing Member believes it is likely, but not certain, that the Fund will meet the qualifying income test. If the Fund were
    to be treated as a corporation instead of as a partnership for federal income tax purposes, (i) the net income of the Fund would
    be taxed at corporate income tax rates, thereby substantially reducing its profitability, (ii) Members would not be allowed to
    deduct their share of Fund losses and (iii) distributions to Members, other than liquidating distributions, would constitute dividends
    to the extent of the current or accumulated earnings and profits of the Fund, and would be taxable as such.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Income
tax liability is anticipated to exceed distributions. Members will be taxable on their allocable
share of Fund income, whether or not any amounts have been or will be distributed to them by the Fund.
There is no present intention to make distributions. Accordingly, it is anticipated that Members will
incur tax liabilities as a result of being allocated taxable income from the Fund, even though the Fund
will not make current cash distributions with which to pay such taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|There
exists the possibility of a tax audit. The Fund’s tax returns might 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, Members may 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|There exists 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 is not suitable for charitable remainder trusts, and might not be suitable
    for certain other tax-exempt investors seeking to avoid UBTI.                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Schedule 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.                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Changes in the tax code are possible. In recent years, the United States federal income
    tax law has undergone repeated and substantial changes, a number of which have been materially adverse, or potentially materially
    adverse, to investment partnerships. It is impossible to predict what the effect of future changes in the Code will be on an investment
    in the Fund.                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Certain Investment Funds are exempt from registration. The Fund may invest in Investment
    Funds which operate in a manner so as to exempt the Portfolio Manager from registration as a commodity pool operator pursuant
    to CFTC Rule 4.13(a)(4). Such exempt Investment Funds are not required to deliver a disclosure document and a certified annual
    report to participants in the Investment Fund. Therefore, the information regarding such investment will not have the same regulatory
    oversight as if the Investee Pool were required to register.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Regulation of the Fund is limited. Although the Fund and the Managing Member are subject
    to regulation by the CFTC, the Fund is not registered under the Investment Company Act of 1940. Investors are, therefore, not
    accorded the protection provided by such legislation.                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Future regulatory and market changes may be material and adverse to the Fund. The regulation
    of the United States commodities markets has undergone substantial change in recent years, a process which is expected to continue.
    In addition, a number of substantial regulatory changes are pending or in progress in certain foreign markets. The effect of regulatory
    change on the Fund is impossible to predict but could be material and adverse.                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Some
concern has been expressed by various governmental authorities that the impact of speculative pools of
capital, such as the Fund, on international currency trading is making it significantly more costly and
difficult for central banks and governments to influence exchange rates. This and similar concerns could
lead to pressure to restrict the access of speculative capital to these markets.                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|In
addition to regulatory changes, the economic features of the markets to be traded by the Fund have undergone,
and are expected to continue to undergo, rapid and substantial changes as new strategies and instruments
have been introduced. Furthermore, the number of participants, particularly institutional participants,
in the futures and forward markets appears to have expanded substantially. There can be no assurance
as to how the Managing Member will perform given the changes to, and increased competition in, the marketplace.                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Conflicts
of Interest of the Managing Member. The Managing Member has a conflict of interest in determining
whether to make distributions to the Members, as the Managing Member earns fees on the Net Assets of
the Fund. Due in part to the availability of periodic withdrawals,
the Managing Member does not currently intend to make any distributions to Members.                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The
Managing Member’s business is sponsoring and advising managed futures accounts. The Managing Member
may have an economic or other incentive to favor other of its products over the Fund.                                                                                                                                                                                                                                                                                                                                                                           

-11-


Table of Contents


|The
Managing Member may have a conflict of interest in rendering advice to the Fund because of other accounts
managed or traded by it, including accounts owned by its principals, which may be traded differently
from the Fund’s account.The Managing Member, its principals and employees are not prohibited
from participating in other business ventures which may compete with the Fund, including serving in similar
capacities for other investment funds. Such other activities may prevent the Managing Member, its principals
and employees from devoting their full time and attention to the activities of the Fund. The Managing
Member may also provide management and investment advisory services to other clients, including investment
funds and managed accounts or offshore funds that follow investment programs similar to or different
from that of the Fund. The Fund will have no interest in the accounts of such other clients. A number
of actual and potential conflicts of interest between the Fund and these clients may exist which include,
but are not limited to, those described herein. Conflicts may arise as to the allocation of investment
opportunities between the Fund and other entities which the Managing Member manages or advises. Moreover,
it is possible that conflicts may arise because the investment position of one investment partnership
may at any time be different than that of other clients. Although other accounts may pursue investment
objectives that are similar to the Fund, the portfolios of the Fund and such accounts may differ as a
result of inflows and outflows of capital being made at different times and in different amounts, as
well as because of different tax and regulatory considerations.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The
Managing Member, the Fund’s brokers and their respective principals, affiliates and employees may
trade in the commodity markets for their own accounts and the accounts of their clients, and in doing
so may take positions opposite to those held by the Fund or may be competing with the Fund for positions
in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons
in respect of their obligations to the Fund. There are currently no accounts being traded directly or
indirectly for the benefit of the Managing Member or its principals and none are contemplated in the
immediate future                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Because
the Managing Member, the Fund’s brokers and their respective affiliates, principals and employees
may trade for their own respective accounts at the same time that they are managing the Fund’s
account, prospective investors should be aware that – as a result of a neutral allocation system,
testing a new trading system, trading their proprietary accounts more aggressively or other actions –
such persons may from time to time take positions in their proprietary accounts which are opposite, or
ahead of, the positions taken for the Fund. Moreover, the Managing Member, its affiliates, principals
and employees may invest with the same or different Investment Funds and Portfolio Managers as the Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Conflicts
of Interest of the Placement Agent.The Managing Member has entered into an agreement with its wholly-owned
subsidiary, the Broker/Dealer, for placement of Units. This may create a conflict of interest
because the Managing Member may benefit from higher earnings if there is more money invested in the Fund.
In addition, the Broker/Dealer may undertake a less stringent due diligence review than an independent
placement agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Conflicts of Interest of the Portfolio Managers. Each Portfolio Manager and its principals
    are entitled to engage in other activities, including managing other discretionary accounts and investment funds. Accordingly,
    conflicts may arise with respect to the time and resources that a Portfolio Manager and its principals devote to an Investment
    Fund, allocation of investment opportunities between an Investment Fund and other accounts managed by a Portfolio Manager, or
    transactions between a Portfolio Manager and its affiliates on behalf of an Investment Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Conflicts
of interest may arise from the fact that the Portfolio Managers and their affiliates generally will be
carrying on substantial investment activities for other clients, including other investment funds, in
which the Fund will have no interest. The Portfolio Managers may have financial incentives to favor certain
of such accounts over an Investment Fund. Any of their proprietary accounts and other customer accounts
may compete with the Investment Fund for specific trades, or may hold positions opposite to positions
maintained on behalf of an Investment Fund. The Portfolio Managers may give advice and recommend securities
to, or buy or sell securities for, Investment Funds, which advice or securities may differ from advice
given to, or securities recommended or bought or sold for, other accounts and customers even though their
investment objectives may be the same as, or similar to, those of the Investment Funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

-12-


Table of Contents


|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 withdrawingUnits, 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 withdrawalsso 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 withdrawalsof Units.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The
foregoing list of Risk Factors does not purport to be a complete explanation of the risks involved with
an investment in the Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Item 1B. Unresolved
Staff Comments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Item 2. Properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The
Fund does not own or lease any physical properties. The Fund’s administrative office is located
within the office of the Managing Member at 4200 Northside Parkway, Building 11, Suite 200, Atlanta,
GA 30327.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Item 3. Legal Proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The
Fund and the Managing Member are not a party to any material pending legal proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Item 4. (Removed and Reserved)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

-13-


Table of Contents


Part II

|Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
    Equity Securities.
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|(a)                                                                                                                      
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|(b)                                                                                                                      
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|(c)                                                                                                                      
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|(d)                                                                                                                      
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|(e)                                                                                                                      
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|(f)                                                                                                                      
|                                                                                                                         
|                                                                                                                         

-14-


Table of Contents


|Date of Sale |  | Class of Units |         | Subscription Amount |  | Number of Units |           | Price per Unit
|------------ |  | -------------- | ------- | ------------------- |  | --------------- | --------- | --------------
|10/01/2010   |  |                | Class A |                     |  | $               | 25,000    |               
|10/01/ 2010  |  |                | Class B |                     |  |                 | 7,914,926 |               
|10/01/2010   |  |                | Class C |                     |  |                 | 1,000     |               
|10/01/2010   |  |                | Class E |                     |  |                 | 25,000    |               
|11/01/2010   |  |                | Class A |                     |  |                 | 73,252    |               
|11/01/2010   |  |                | Class B |                     |  |                 | 1,315,601 |               
|11/01/2010   |  |                | Class E |                     |  |                 | 1,100     |               
|12/01/2010   |  |                | Class A |                     |  |                 | 24,500    |               
|12/01/2010   |  |                | Class B |                     |  |                 | 360,500   |               
|             |  |                |         |                     |  | $               | 9,740,879 |               

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

-15-


Table of Contents


Aspen Diversified Fund LLC

Statements of Operations Data

For the year ended December 31

|                                                                     |  | 2010 |            | 2009 |  | 2008 |             | 2007 |  | 2006
|-------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ----------- | ---- |  | ----
|Investment income (loss)                                             |  |      |            |      |  |      |             |      |  |     
|Realized and unrealized gains (losses) on investments                |  |      |            |      |  |      |             |      |  |     
|Realized gains on investments                                        |  | $    | 8,488,214  |      |  | $    | 7,972,332   |      |  | $   
|Unrealized gains (losses) on investments                             |  |      | 2,228,689  |      |  |      | (15,075,898 | )    |  |     
|Net realized and unrealized gains (losses) on investments            |  |      | 10,716,903 |      |  |      | (7,103,566  | )    |  |     
|Interest Income                                                      |  |      | -0-        |      |  |      | 653         |      |  |     
|Total investment income (loss)                                       |  |      | 10,716,903 |      |  |      | (7,102,913  | )    |  |     
|                                                                     |  |      |            |      |  |      |             |      |  |     
|Operating expenses                                                   |  |      |            |      |  |      |             |      |  |     
|Management and incentive fees                                        |  |      | 916,185    |      |  |      | 914,851     |      |  |     
|Administrative expenses                                              |  |      | 360,425    |      |  |      | 503,901     |      |  |     
|Managed account fees                                                 |  |      | 1,146,510  |      |  |      | 492,194     |      |  |     
|Miscellaneous operating expenses                                     |  |      | 201,068    |      |  |      | 18,840      |      |  |     
|Bank Fees                                                            |  |      | -0-        |      |  |      | 3,189       |      |  |     
|Tailing commissions                                                  |  |      | 265,655    |      |  |      | 155,936     |      |  |     
|Total operating expenses                                             |  |      | 2,889,843  |      |  |      | 2,188,911   |      |  |     
|                                                                     |  |      |            |      |  |      |             |      |  |     
|NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS      |  | $    | 7,827,060  |      |  | $    | (9,291,824  | )    |  | $   
|                                                                     |  |      |            |      |  |      |             |      |  |     
|Net increase(decrease) in net assets per unit:                       |  |      |            |      |  |      |             |      |  |     
|Class A                                                              |  | $    | 8.07       |      |  | $    | (12.28      | )    |  | $   
|Class B                                                              |  | $    | 9.11       |      |  | $    | (10.97      | )    |  | $   
|Class C                                                              |  | $    | 12.64      |      |  | $    | (13.03      | )    |  | $   
|Class D                                                              |  | $    | 10.20      |      |  | $    | (10.19      | )    |  | $   
|                                                                     |  |      |            |      |  |      |             |      |  |     
|The
above figures are based upon a weighted average number of units.

-16-


Table of Contents


Aspen Diversified Fund LLC

Statements of Assets and Liabilities Data

As of December 31

|                          |  | 2010 |            | 2009 |  | 2008 |             | 2007 |  | 2006
|------------------------- |  | ---- | ---------- | ---- |  | ---- | ----------- | ---- |  | ----
|Members’ capital          |  | $    | 99,674,394 |      |  | $    | 100,342,985 |      |  | $   
|                          |  |      |            |      |  |      |             |      |  |     
|Net asset value per unit: |  |      |            |      |  |      |             |      |  |     
|Class A                   |  | $    | 115.78     |      |  | $    | 109.66      |      |  | $   
|Class B                   |  | $    | 131.86     |      |  | $    | 122.50      |      |  | $   
|Class C                   |  | $    | 102.89     |      |  | $    | 95.03       |      |  | $   
|Class E                   |  | $    | 142.91     |      |  | $    | 131.49      |      |  | $   



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



|                                                |  | OverallPool |        | Class AUnits |  | Class BUnits |         | Class CUnits† |  | Class EUnits
|----------------------------------------------- |  | ----------- | ------ | ------------ |  | ------------ | ------- | ------------- |  | ------------
|2010 Performance                                |  |             | 7.51%  |              |  |              | 5.58%   |               |  |             
|2009 Performance                                |  |             | -8.31% |              |  |              | -10.07% |               |  |             
|2008 Performance                                |  |             | 8.78%  |              |  |              | 8.56%   |               |  |             
|2007 Performance                                |  |             | 8.62%  |              |  |              | 6.76%   |               |  |             
|2006 Performance                                |  |             | 7.51%  |              |  |              | 5.21%   |               |  |             
|                                                |  |             |        |              |  |              |         |               |  |             
|†Class C Units were first issued April 1, 2008.

-17-


Table of Contents


|Differences
in the performance results between different classes of units are primarily attributable to the different
fee structures of each class of units. Results may also vary considerably when compared to results from
the same period in previous years. The differences between performance from one year to the next is attributable
to general market conditions, the timing of the purchase and sale of units by class, changes to the Investment
Funds in which the Fund invests, and reallocations of investments among Investment Funds made by the
Investment Committee of the Fund. Finally, Class C Units were first issued on April 1, 2008 and therefore
participated in the performance results of the Investment Funds for only nine months of 2008, which contributed
to the lower performance achieved by the Class C Units in 2008 as compared to the other classes of units.                                                                                         
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Off-Balance Sheet Arrangements. Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Tabular Disclosure of Contractual Obligations. Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NOTE: Please refer to page F-8 for a  discussion of Significant Accounting Policies
contained in Note A of the Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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 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.

-18-


Table of Contents


|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Year EndedDecember 31, 2010
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------
|Fair Value of Market Risk Sensitive Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Fair Value                 
|ADF Trading Company I, LLC (Welton Investment Corporation) †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | $                          
|ADF Trading Company II, LLC (Systematic Alpha Asset Management USA LLC) †                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                            
|ADF Trading Company IV, LLC (Blackwater Capital Management LLC) †                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                            
|ADF Trading Company VI, LLC (Abraham Trading Company) †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                            
|Aspen Commodity Long/Short Fund LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                            
|Robeco Transtrend Diversified Fund LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                            
|TOTAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                            
|†ADF Trading Company I, LLC, ADF Trading Company II, LLC, ADF Trading Company IV, LLC and ADF Trading Company VI
LLC (each a “Trading Company” and together “Trading Companies”) are limited liability companies established
by the Fund’s Managing Member through which assets are allocated to managed accounts traded by Portfolio Managers as indicated.
The fair value of these accounts includes cash on deposit with the Fund’s clearing broker and the fair value of futures contracts
held in each Trading Company’s trading account.

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



|Withdrawal Opportunities of Investee Fund                               |  |  | Withdrawals Permitted | 
|----------------------------------------------------------------------- |  |  | --------------------- | 
|ADF Trading Company I, LLC (Welton Investment Corporation)              |  |  | Daily                 | 
|ADF Trading Company II, LLC (Systematic Alpha Asset Management USA LLC) |  |  | Daily                 | 
|ADF Trading Company IV, LLC (Blackwater Capital Management LLC)         |  |  | Daily                 | 
|ADF Trading Company VI, LLC (Abraham Trading Company)                   |  |  | Daily                 | 
|Aspen Commodity Long/Short Fund LLC                                     |  |  | Monthly               | 
|Robeco Transtrend Diversified Fund LLC                                  |  |  | 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 the following pages.

-19-


Table of Contents


ASPEN DIVERSIFIED FUND LLC



FINANCIAL STATEMENTS







(With Report of Independent
Registered Public Accounting Firm Thereon)



_______________________







Table of Contents



|Report of Independent
Registered Public Accounting Firm | F-2
|------------------------------------------------------- | ---
|                                                        |    
|Statements of Assets
and Liabilities                    | F-3
|                                                        |    
|Statements of Operations                                | F-4
|                                                        |    
|Statements of Changes
in Net Assets                     | F-5
|                                                        |    
|Statements of Cash Flows                                | F-6
|                                                        |    
|Notes to Financial Statements                           | F-8

F-1


Table of Contents


PMB Helin Donovan LLP

Consultants & Certified Public Accountants





_______________________





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Members of

Aspen Diversified Fund LLC:



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



We conducted our audit 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 financial statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



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



PMB Helin Donovan, LLP



Austin, Texas

March 28, 2011

F-2


Table of Contents


Aspen Diversified Fund LLC

Statements of Assets and
Liabilities



|                                                                                |  | December 31, 2010 |             | December 31, 2009
|------------------------------------------------------------------------------- |  | ----------------- | ----------- | -----------------
|ASSETS                                                                          |  |                   |             |                  
|                                                                                |  |                   |             |                  
|Investments:                                                                    |  |                   |             |                  
|Investments in investment funds – at fair value – Note B                        |  |                   |             |                  
|(cost: $28,822,465 and $72,407,389 at December 31, 2010 and 2009, respectively) |  | $                 | 32,048,275  |                  
|Unrealized gain on futures
    contracts– at     fair value – Note B            |  |                   | 2,928,061   |                  
|Total investments                                                               |  |                   | 34,976,336  |                  
|Cash and cash equivalents                                                       |  |                   | 23,358,269  |                  
|Interest and other receivables                                                  |  |                   | 208,691     |                  
|Investment fund redemption receivable                                           |  |                   | 29,645,432  |                  
|Investments in transit                                                          |  |                   | 16,600,000  |                  
|TOTAL ASSETS                                                                    |  | $                 | 104,788,728 |                  
|                                                                                |  |                   |             |                  
|LIABILITIES AND NET ASSETS                                                      |  |                   |             |                  
|                                                                                |  |                   |             |                  
|LIABILITIES:                                                                    |  |                   |             |                  
|Unrealized loss on futures contracts – at fair value – Note B                   |  | $                 | 1,334,237   |                  
|Trailing commissions payable                                                    |  |                   | 23,802      |                  
|Management, incentive and administrative fees payable – Note D                  |  |                   | 102,221     |                  
|Accounts payable                                                                |  |                   | 51,300      |                  
|Managed accounts fees payable                                                   |  |                   | 400,108     |                  
|Membership redemptions payable                                                  |  |                   | 2,681,275   |                  
|Capital contributions received in advance of admission date                     |  |                   | 521,391     |                  
|TOTAL LIABILITIES                                                               |  |                   | 5,114,334   |                  
|                                                                                |  |                   |             |                  
|NET ASSETS – Note C                                                             |  |                   | 99,674,394  |                  
|                                                                                |  |                   |             |                  
|TOTAL LIABILITIES AND NET ASSETS                                                |  | $                 | 104,788,728 |                  
|                                                                                |  |                   |             |                  
|See notes to financial statements                                               |  |                   |             |                  

F-3


Table of Contents


Aspen Diversified Fund
LLC

Statements of Operations



|                                                                |  | Year Ended December
    31, 2010 |            | Year Ended December
    31, 2009 |  | Year Ended December 31, 2008
|--------------------------------------------------------------- |  | -------------------------------- | ---------- | -------------------------------- |  | ----------------------------
|Investment income (loss)                                        |  |                                  |            |                                  |  |                             
|Realized and unrealized gains (losses) on investments – Note B  |  |                                  |            |                                  |  |                             
|Realized gains on investments                                   |  | $                                | 8,488,214  |                                  |  | $                           
|Unrealized gains (losses) on investments                        |  |                                  | 2,228,689  |                                  |  |                             
|Net realized and unrealized gains (losses) on investments       |  |                                  | 10,716,903 |                                  |  |                             
|Interest income                                                 |  |                                  | -0-        |                                  |  |                             
|TOTAL INVESTMENT INCOME (LOSS)                                  |  |                                  | 10,716,903 |                                  |  |                             
|                                                                |  |                                  |            |                                  |  |                             
|Operating expenses – Note D                                     |  |                                  |            |                                  |  |                             
|Management and incentive fees                                   |  |                                  | 916,185    |                                  |  |                             
|Administrative expenses                                         |  |                                  | 360,425    |                                  |  |                             
|Managed account fees                                            |  |                                  | 1,146,510  |                                  |  |                             
|Miscellaneous operating expenses                                |  |                                  | 201,068    |                                  |  |                             
|Bank fees                                                       |  |                                  | -0-        |                                  |  |                             
|Trailing commissions                                            |  |                                  | 265,655    |                                  |  |                             
|TOTAL OPERATING EXPENSES                                        |  |                                  | 2,889,843  |                                  |  |                             
|                                                                |  |                                  |            |                                  |  |                             
|NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |  | $                                | 7,827,060  |                                  |  | $                           
|                                                                |  |                                  |            |                                  |  |                             
|See notes to financial statements                               |  |                                  |            |                                  |  |                             

F-4


Table of Contents


Aspen Diversified Fund
LLC

Statements of Changes in
Net Assets



|                                        |  | Year Ended December 31, 2010 |             | Year Ended December 31, 2009 |  | Year Ended December 31, 2008
|--------------------------------------- |  | ---------------------------- | ----------- | ---------------------------- |  | ----------------------------
|Net assets at beginning of year         |  | $                            | 100,342,985 |                              |  | $                           
|                                        |  |                              |             |                              |  |                             
|Capital contributions                   |  |                              | 26,946,853  |                              |  |                             
|                                        |  |                              |             |                              |  |                             
|Redemptions                             |  |                              | (35,442,504 | )                            |  |                             
|                                        |  |                              |             |                              |  |                             
|Net increase (decrease) from operations |  |                              | 7,827,060   |                              |  |                             
|                                        |  |                              |             |                              |  |                             
|NET ASSETS AT END OF YEAR               |  | $                            | 99,674,394  |                              |  | $                           
|                                        |  |                              |             |                              |  |                             
|See notes to financial statements       |  |                              |             |                              |  |                             

F-5


Table of Contents


Aspen Diversified Fund
LLC

Statements of Cash Flows



|                                                                                                                                        |  | Year Ended December 31, 2010 |             | Year Ended December 31, 2009 |  | Year Ended December 31, 2008
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----------- | ---------------------------- |  | ----------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                    |  |                              |             |                              |  |                             
|Net increase (decrease) in net assets resulting from operations                                                                         |  | $                            | 7,827,060   |                              |  | $                           
|Adjustments to reconcile net increase (decrease) in
    net assets resulting from operations to cash  provided by operating activities: |  |                              |             |                              |  |                             
|Purchase of investments, net                                                                                                            |  |                              | (26,302,167 | )                            |  |                             
|Proceeds from disposition of investments                                                                                                |  |                              | 78,753,576  |                              |  |                             
|Realized gains on investments                                                                                                           |  |                              | (8,488,214  | )                            |  |                             
|Unrealized losses (gains) on investments                                                                                                |  |                              | (2,228,689  | )                            |  |                             
|Increase in interest and other receivables                                                                                              |  |                              | (208,691    | )                            |  |                             
|Increase in investment fund redemptions receivable                                                                                      |  |                              | (28,145,432 | )                            |  |                             
|(Increase) decrease in investments in transit                                                                                           |  |                              | (15,600,000 | )                            |  |                             
|Increase in trailing commissions payable                                                                                                |  |                              | 10,490      |                              |  |                             
|(Decrease) increase in accounts payable                                                                                                 |  |                              | (3,223      | )                            |  |                             
|Increase (decrease) in managed accounts fees payable                                                                                    |  |                              | 333,118     |                              |  |                             
|Decrease in management, incentive, and administrative fees payable                                                                      |  |                              | (4,014      | )                            |  |                             
|                                                                                                                                        |  |                              |             |                              |  |                             
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                                               |  |                              | 5,943,814   |                              |  |                             
|                                                                                                                                        |  |                              |             |                              |  |                             
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                    |  |                              |             |                              |  |                             
|Capital contributions received from members                                                                                             |  |                              | 26,384,864  |                              |  |                             
|Membership redemptions                                                                                                                  |  |                              | (35,008,570 | )                            |  |                             
|                                                                                                                                        |  |                              |             |                              |  |                             
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                                                                     |  |                              | (8,623,706  | )                            |  |                             
|                                                                                                                                        |  |                              |             |                              |  |                             
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                                                                    |  |                              | (2,679,892  | )                            |  |                             
|                                                                                                                                        |  |                              |             |                              |  |                             
|Cash and cash equivalents at beginning of year                                                                                          |  |                              | 26,038,161  |                              |  |                             
|                                                                                                                                        |  |                              |             |                              |  |                             
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                                                                                |  | $                            | 23,358,269  |                              |  | $                           
|                                                                                                                                        |  |                              |             |                              |  |                             
|Cash paid for interest                                                                                                                  |  | $                            | -0-         |                              |  | $                           
|Cash paid for income taxes                                                                                                              |  | $                            | -0-         |                              |  | $                           

F-6


Table of Contents


Aspen Diversified Fund
LLC

Statements of Cash Flows (Continued)





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

F-7


Table of Contents


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”).

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

Aspen Partners, Ltd.
(the “Managing Member”), acts as the managing member, commodity pool operator, and trading adviser of the Fund. As
of December 31, 2010, the Managing Member had approximately $106.7 million of assets under management, including assets
of the Fund. The Managing Member is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and is a registered Introducing Broker (“IB”) and Commodity Pool Operator (“CPO”)
with the Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”).

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

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

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



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



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



Valuation of Investments in Investment Funds



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

F-8


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



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



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



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



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



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

F-9


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



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



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



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

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



Aspen Diversified Fund LLC

Cash Held in Excess of Federally Insured
Limits



|                                    |  | Balance as of December 31, 2010 |            | Balance as of December 31, 2009
|----------------------------------- |  | ------------------------------- | ---------- | -------------------------------
|Cash in bank                        |  | $                               | 2,003,293  |                                
|Cash held in managed accounts       |  |                                 | 21,354,976 |                                
|Total bank balance                  |  | $                               | 23,358,269 |                                
|FDIC insurance limit                |  |                                 | (2,003,293 | )                              
|SIPC insurance limit                |  |                                 | (500,000   | )                              
|Uninsured, uncollateralized balance |  | $                               | 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.

F-10


Table of Contents


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 of Assets and Liabilities.

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

F-11


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements







NOTE B –INVESTMENTS IN
INVESTMENT FUNDS & FUTURES CONTRACTS



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



|Investment Funds & Futures Contracts           |  | Net Gains/ (Losses) |            | Cost  Basis |  | Fair  Value |            | % of Funds Net Assets
|---------------------------------------------- |  | ------------------- | ---------- | ----------- |  | ----------- | ---------- | ---------------------
|Abraham Commodity Fund LP‡                     |  | $                   | (189,827   | )           |  | $           | -0-        |                      
|AlphaMosaic (US) LLC (Altis–Cell No. 151)‡     |  |                     | (55,977    | )           |  |             | -0-        |                      
|AlphaMosaic (US) LLC (Krom River–Cell No. 42)‡ |  |                     | 53,450     |             |  |             | -0-        |                      
|APM Hedged Global Commodity Fund, LDC‡         |  |                     | (116,186   | )           |  |             | -0-        |                      
|Aspen Commodity Long Short Fund, LLC           |  |                     | 2,391,194  |             |  |             | 20,275,790 |                      
|Boronia Diversified Fund (U.S.), LP†           |  |                     | 571,247    |             |  |             | -0-        |                      
|Coolmore Partners LP‡                          |  |                     | (29,505    | )           |  |             | -0-        |                      
|Discus Feeder Ltd.†                            |  |                     | (382,904   | )           |  |             | -0-        |                      
|Galena Fund Limited‡                           |  |                     | 70,538     |             |  |             | -0-        |                      
|Global Commodity Systematic LP‡                |  |                     | (59,413    | )           |  |             | -0-        |                      
|Graham Global Investments Fund Ltd.†           |  |                     | 1,317,207  |             |  |             | -0-        |                      
|LD Commodities Alpha Fund LP‡                  |  |                     | 11,554     |             |  |             | -0-        |                      
|Man-AHL Diversified II LP†                     |  |                     | 1,046,991  |             |  |             | -0-        |                      
|Millburn Commodity Fund LP‡                    |  |                     | 71,837     |             |  |             | -0-        |                      
|MMT Energy Fund‡                               |  |                     | (93,718    | )           |  |             | -0-        |                      
|Robeco Transtrend Diversified Fund LLC         |  |                     | 1,848,098  |             |  |             | 8,546,675  |                      
|Sparta Commodities US Feeder Fund LLC‡         |  |                     | (299,680   | )           |  |             | -0-        |                      
|Winton Futures Fund†                           |  |                     | 489,615    |             |  |             | -0-        |                      
|                                               |  |                     |            |             |  |             |            |                      
|Total investment funds                         |  |                     | 6,644,521  |             |  |             | 28,822,465 |                      
|                                               |  |                     |            |             |  |             |            |                      
|Futures contracts, net                         |  |                     | 4,072,382  |             |  |             | -0-        |                      
|                                               |  |                     |            |             |  |             |            |                      
|Total                                          |  | $                   | 10,716,903 |             |  | $           | 28,822,465 |                      
|                                               |  |                     |            |             |  |             |            |                      
|Other assets, less liabilities                 |  |                     |            |             |  |             |            |                      
|                                               |  |                     |            |             |  |             |            |                      
|Net assets                                     |  |                     |            |             |  |             |            |                      



†
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-12


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



At December 31, 2010, 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-       |                                               |  | $                                        
|Unrealized gains on futures contracts, net |  |                                           | 1,593,824 |                                               |  |                                          
|Total                                      |  | $                                         | 1,593,824 |                                               |  | $                                        



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



|Futures Contract Type       |  | Net Unrealized Gains
|--------------------------- |  | --------------------
|Foreign exchange contracts  |  | $                   
|Commodity futures contracts |  |                     
|Total                       |  | $                   



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



|Description             |  |  
|----------------------- |  | -
|Unrealized appreciation |  | $
|Unrealized depreciation |  |  
|Total                   |  | $



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



|Investment Funds & Futures Contracts      |  | Net Gains/ (Losses) |            | Cost Basis |  | Fair Value |            | % of Total
|----------------------------------------- |  | ------------------- | ---------- | ---------- |  | ---------- | ---------- | ----------
|Systematic Trend Followers                |  | $                   | 7,966,545  |            |  | $          | 8,546,675  |           
|Systematic Short Term Trend Followers     |  |                     | 358,529    |            |  |            | -0-        |           
|Systematic Hybrid Trend Follower          |  |                     | (116,186   | )          |  |            | -0-        |           
|Fundamental Discretionary Trend Followers |  |                     | 116,821    |            |  |            | -0-        |           
|Commodity Specialist                      |  |                     | 2,391,194  |            |  |            | 20,275,790 |           
|Total                                     |  | $                   | 10,716,903 |            |  | $          | 28,822,465 |           

F-13


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



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



|Investment Funds & Futures Contracts             |  | Net Gains |            | Cost Basis |  | Fair Value |            | % of Total
|------------------------------------------------ |  | --------- | ---------- | ---------- |  | ---------- | ---------- | ----------
|United States                                    |  | $         | 9,921,967  |            |  | $          | 28,822,465 |           
|Caribbean (Bermuda, Bahamas, and Cayman Islands) |  |           | 794,936    |            |  |            | -0-        |           
|Total                                            |  | $         | 10,716,903 |            |  | $          | 28,822,465 |           





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



|Investment Funds & Futures Contracts            |  | Net Gains/ (Losses) |            | Cost  Basis |  | Fair  Value |            | % of Funds Net Assets
|----------------------------------------------- |  | ------------------- | ---------- | ----------- |  | ----------- | ---------- | ---------------------
|Abraham Commodity Fund LP                       |  | $                   | (227,778   | )           |  | $           | 2,983,000  |                      
|AlphaMosaic (US) LLC (Altis – Cell No. 151)     |  |                     | (225,772   | )           |  |             | 3,094,000  |                      
|AlphaMosaic (US) LLC (Krom River – Cell No. 42) |  |                     | (68,192    | )           |  |             | 4,314,000  |                      
|APM Hedged Global Commodity Fund, LDC           |  |                     | (573,295   | )           |  |             | 2,617,335  |                      
|Boronia Diversified Fund (U.S.), LP             |  |                     | (931,965   | )           |  |             | 13,033,000 |                      
|Discus Fund Ltd.†                               |  |                     | 243,054    |             |  |             | -0-        |                      
|Discus Feeder Ltd.                              |  |                     | 18,221     |             |  |             | 5,986,348  |                      
|Galena Fund Ltd.                                |  |                     | (3,043     | )           |  |             | 2,300,000  |                      
|Global Commodity Systematic LP                  |  |                     | 144,947    |             |  |             | 3,686,932  |                      
|HFR MF Diversified Select Master Trust†         |  |                     | (1,122,923 | )           |  |             | -0-        |                      
|Man-AHL Diversified II LP                       |  |                     | (2,677,670 | )           |  |             | 11,202,305 |                      
|Millburn Commodity Fund LP                      |  |                     | (152,545   | )           |  |             | 2,983,000  |                      
|MMT Energy Fund                                 |  |                     | (212,084   | )           |  |             | 1,580,000  |                      
|Robeco Transtrend Diversified Fund LLC          |  |                     | (1,367,183 | )           |  |             | 9,600,000  |                      
|Sparta Commodities US Feeder Fund LLC           |  |                     | 147,988    |             |  |             | 2,216,000  |                      
|Winton Futures Fund                             |  |                     | (12,885    | )           |  |             | 6,811,469  |                      
|Total investment funds                          |  |                     | (7,021,125 | )           |  |             | 72,407,389 |                      
|                                                |  |                     |            |             |  |             |            |                      
|Futures contracts, net                          |  |                     | (82,441    | )           |  |             | -0-        |                      
|                                                |  |                     |            |             |  |             |            |                      
|Total                                           |  | $                   | (7,103,566 | )           |  | $           | 72,407,389 |                      
|                                                |  |                     |            |             |  |             |            |                      
|Other assets, less liabilities                  |  |                     |            |             |  |             |            |                      
|                                                |  |                     |            |             |  |             |            |                      
|Net assets                                      |  |                     |            |             |  |             |            |                      



†
Fund shares were fully disposed of during 2009.

F-14


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



At December 31, 2009, 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-    |                                               |  | $                                        
|Unrealized gains on futures contracts, net |  |                                           | 51,890 |                                               |  |                                          
|Total                                      |  | $                                         | 51,890 |                                               |  | $                                        



At
December 31, 2009, 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  |  | $                            
|Commodity futures contracts |  |                              
|Total                       |  | $                            



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 Funds & Futures Contracts    |  | Net Losses |            | Cost Basis |  | Fair Value |            | % of Total
|--------------------------------------- |  | ---------- | ---------- | ---------- |  | ---------- | ---------- | ----------
|Diversified Long-Term Trend Followers   |  | $          | (4,387,023 | )          |  | $          | 18,013,775 |           
|Diversified Medium-Term Trend Followers |  |            | (1,367,184 | )          |  |            | 9,600,000  |           
|Diversified Short-Term Trend Followers  |  |            | (137,258   | )          |  |            | 19,019,347 |           
|Commodity Specialist                    |  |            | (1,212,101 | )          |  |            | 25,774,267 |           
|Total                                   |  | $          | (7,103,566 | )          |  | $          | 72,407,389 |           



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



|Investment Funds & Futures Contracts             |  | Net Losses |            | Cost Basis |  | Fair Value |            | % of Total
|------------------------------------------------ |  | ---------- | ---------- | ---------- |  | ---------- | ---------- | ----------
|United States                                    |  | $          | (5,453,496 | )          |  | $          | 59,923,706 |           
|Caribbean (Bermuda, Bahamas, and Cayman Islands) |  |            | (1,650,070 | )          |  |            | 12,483,683 |           
|Total                                            |  | $          | (7,103,566 | )          |  | $          | 72,407,389 |           



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



|Description             |  |  
|----------------------- |  | -
|Unrealized appreciation |  | $
|Unrealized depreciation |  |  
|Total                   |  | $

F-15


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



At December 31, 2008 and during the year then
ended, investments and net realized and unrealized gains (losses) on investment funds and futures contracts consisted of the following:



|Investment Funds & Futures Contracts      |  | Net Gains/ (Losses)
|----------------------------------------- |  | -------------------
|APM Hedged Global Commodity Fund, LDC     |  | $                  
|Aspect US Fund LLC†                       |  |                    
|Boronia Diversified Fund (U.S.), LP       |  |                    
|Discus Fund Ltd.                          |  |                    
|FORT Global Contrarian, LP†               |  |                    
|Global Commodity Systematic LP            |  |                    
|HFR MF Diversified Select Master Trust    |  |                    
|Man-AHL Diversified II LP                 |  |                    
|Robeco Transtrend Diversified Fund LLC    |  |                    
|Welton Global Capital Markets Fund, Ltd.† |  |                    
|Total investment funds                    |  |                    
|                                          |  |                    
|Futures contracts, net                    |  |                    
|                                          |  |                    
|Total                                     |  | $                  
|                                          |  |                    
|Other assets, less liabilities            |  |                    
|                                          |  |                    
|Net assets                                |  | $                  



†
Fund shares were fully disposed of during 2008.



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



|Investment Funds & Futures Contracts             |  | Net Gains
|------------------------------------------------ |  | ---------
|United States                                    |  | $        
|Caribbean (Bermuda, Bahamas, and Cayman Islands) |  |          
|Total                                            |  | $        



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



|Description             |  |  
|----------------------- |  | -
|Unrealized appreciation |  | $
|Unrealized depreciation |  |  
|Total                   |  | $

F-16


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





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



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



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



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



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



At December 31, 2010 and 2009, the Fund had
remitted $16,600,000 and $1,000,000, respectively, to the investment funds and managed accounts that would not be credited to its
respective capital accounts until the first day of the following month. These amounts were recorded as investments in transit.



NOTE C –NET ASSETS



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



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



The Fund admits members only on the first day
of each month. At December 31, 2010 and 2009, the Fund had received capital contributions of $521,391 and $1,083,380, respectively
that were credited to the member’s capital accounts on the first day of the following month or in a future admission period.
These amounts have been recorded as capital contributions received in advance of admission date.



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

F-17


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





NOTE C –NET ASSETS –
Continued



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



|                                     |  | Class A |            | Class B |  | Class C |             | Class E |  | Total
|------------------------------------ |  | ------- | ---------- | ------- |  | ------- | ----------- | ------- |  | -----
|Net asset value at December 31, 2007 |  | $       | 3,576,430  |         |  | $       | 66,112,341  |         |  | $    
|Issuance of units                    |  |         | 4,070,200  |         |  |         | 22,790,821  |         |  |      
|Redemption of units                  |  |         | (461,510   | )       |  |         | (7,767,000  | )       |  |      
|Transfer between classes             |  |         | -0-        |         |  |         | (4,372,956  | )       |  |      
|Net increase from operations         |  |         | 471,085    |         |  |         | 7,613,439   |         |  |      
|                                     |  |         |            |         |  |         |             |         |  |      
|Net asset value at December 31, 2008 |  | $       | 7,656,205  |         |  | $       | 84,376,645  |         |  | $    
|Issuance of units                    |  |         | 2,650,160  |         |  |         | 19,198,544  |         |  |      
|Redemption of units                  |  |         | (1,904,431 | )       |  |         | (19,157,755 | )       |  |      
|Net decrease from operations         |  |         | (820,757   | )       |  |         | (6,842,014  | )       |  |      
|                                     |  |         |            |         |  |         |             |         |  |      
|Net asset value at December 31, 2009 |  | $       | 7,581,177  |         |  | $       | 77,575,420  |         |  | $    
|Issuance of units                    |  |         | 7,269,842  |         |  |         | 19,482,471  |         |  |      
|Redemption of units                  |  |         | (1,030,323 | )       |  |         | (27,435,632 | )       |  |      
|Net decrease from operations         |  |         | 941,859    |         |  |         | 5,779,914   |         |  |      
|                                     |  |         |            |         |  |         |             |         |  |      
|Net asset value at December 31, 2010 |  | $       | 14,762,555 |         |  | $       | 75,402,173  |         |  | $    

F-18


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





NOTE C –NET ASSETS –
Continued



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



|                                              |  | Class A |         | Class B |  | Class C |          | Class E |  | Total
|--------------------------------------------- |  | ------- | ------- | ------- |  | ------- | -------- | ------- |  | -----
|Units outstanding at December 31, 2007        |  |         | 31,842  |         |  |         | 547,761  |         |  |      
|Units issued                                  |  |         | 34,824  |         |  |         | 178,800  |         |  |      
|Units redeemed                                |  |         | (3,879  | )       |  |         | (94,654  | )       |  |      
|                                              |  |         |         |         |  |         |          |         |  |      
|Units outstanding at December 31, 2008        |  |         | 62,787  |         |  |         | 631,907  |         |  |      
|                                              |  |         |         |         |  |         |          |         |  |      
|Net asset value per unit at December 31, 2008 |  | $       | 121.94  |         |  | $       | 133.53   |         |  | $    
|                                              |  |         |         |         |  |         |          |         |  |      
|Units outstanding at December 31, 2008        |  |         | 62,787  |         |  |         | 631,907  |         |  |      
|Units issued                                  |  |         | 23,042  |         |  |         | 150,104  |         |  |      
|Units redeemed                                |  |         | (16,697 | )       |  |         | (148,754 | )       |  |      
|                                              |  |         |         |         |  |         |          |         |  |      
|Units outstanding at December 31, 2009        |  |         | 69,132  |         |  |         | 633,257  |         |  |      
|                                              |  |         |         |         |  |         |          |         |  |      
|Net asset value per unit at December 31, 2009 |  | $       | 109.66  |         |  | $       | 122.50   |         |  | $    
|                                              |  |         |         |         |  |         |          |         |  |      
|Units outstanding at December 31, 2009        |  |         | 69,132  |         |  |         | 633,257  |         |  |      
|Units issued                                  |  |         | 67,795  |         |  |         | 157,755  |         |  |      
|Units redeemed                                |  |         | (9,418  | )       |  |         | (219,198 | )       |  |      
|                                              |  |         |         |         |  |         |          |         |  |      
|Units outstanding at December 31, 2010        |  |         | 127,509 |         |  |         | 571,814  |         |  |      
|                                              |  |         |         |         |  |         |          |         |  |      
|Net asset value per unit at December 31, 2010 |  | $       | 115.78  |         |  | $       | 131.86   |         |  | $    



F-19


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





NOTE D – RELATED PARTY TRANSACTIONS



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



|                    |  | Class A |        | Class B |  | Class C |        | Class D |  | Class E
|------------------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | -------
|Management Fees     |  |         | 1.00%  |         |  |         | 1.00%  |         |  |        
|Incentive Fees      |  |         | 10.00% |         |  |         | 10.00% |         |  |        
|Administrative Fees |  |         | 0.35%  |         |  |         | 0.35%  |         |  |        



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



The incentive fees are equal to the applicable
percentage of the new investment profits earned monthly by class over the high water mark, as defined. During the years ended December
31, 2010, 2009 and 2008, the Fund recognized management and incentive fee expenses of $916,185, $914,851and $1,722,143, respectively.
There were no incentive fees paid during the year ended December 31, 2010 and 2009.



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



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



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



NOTE E – FINANCIAL HIGHLIGHTS



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

F-20


Table of Contents


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



|Per Unit Activity                               |  | Class A |        | Class B |  | Class C |        | Class E
|----------------------------------------------- |  | ------- | ------ | ------- |  | ------- | ------ | -------
|Beginning net unit value at December 31, 2009   |  | $       | 109.66 |         |  | $       | 122.50 |        
|                                                |  |         |        |         |  |         |        |        
|Net realized and unrealized gain on investments |  |         | 11.14  |         |  |         | 12.64  |        
|Interest income                                 |  |         | 0.00   |         |  |         | 0.00   |        
|Total investment gain                           |  |         | 11.14  |         |  |         | 12.64  |        
|                                                |  |         |        |         |  |         |        |        
|Management and incentive fees                   |  |         | (1.09  | )       |  |         | (1.23  | )      
|Administrative and other expenses               |  |         | (3.93  | )       |  |         | (2.05  | )      
|Total operating expenses                        |  |         | (5.02  | )       |  |         | (3.28  | )      
|                                                |  |         |        |         |  |         |        |        
|Ending unit value December 31, 2010             |  | $       | 115.78 |         |  | $       | 131.86 |        
|                                                |  |         |        |         |  |         |        |        
|                                                |  | Class A |        | Class B |  | Class C |        | Class E
|Net investment gain                             |  |         | 12.33% |         |  |         | 10.12% |        
|Operating expenses, before incentive fees       |  |         | (4.89% | )       |  |         | (2.64% | )      
|Operating expenses, after incentive fees        |  |         | (4.89% | )       |  |         | (2.64% | )      
|Increase   in net assets                        |  |         | 7.44%  |         |  |         | 7.47%  |        
|Total return                                    |  |         | 5.58%  |         |  |         | 7.64%  |        
|Earnings per unit                               |  | $       | 8.07   |         |  | $       | 9.11   |        



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

F-21


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





NOTE E – FINANCIAL HIGHLIGHTS – Continued



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



|Per Unit Activity                               |  | Class A |         | Class B |  | Class C |        | Class E
|----------------------------------------------- |  | ------- | ------- | ------- |  | ------- | ------ | -------
|Beginning net unit value at December 31, 2008   |  | $       | 121.94  |         |  | $       | 133.53 |        
|                                                |  |         |         |         |  |         |        |        
|Net realized and unrealized loss on investments |  |         | (7.64   | )       |  |         | (8.42  | )      
|Interest income                                 |  |         | 0.00    |         |  |         | 0.00   |        
|Total investment loss                           |  |         | (7.64   | )       |  |         | (8.42  | )      
|                                                |  |         |         |         |  |         |        |        
|Management and incentive fees                   |  |         | (1.15   | )       |  |         | (1.27  | )      
|Administrative and other expenses               |  |         | (3.49   | )       |  |         | (1.34  | )      
|Total operating expenses                        |  |         | (4.64   | )       |  |         | (2.61  | )      
|                                                |  |         |         |         |  |         |        |        
|Ending unit value December 31, 2009             |  | $       | 109.66  |         |  | $       | 122.50 |        
|                                                |  |         |         |         |  |         |        |        
|                                                |  | Class A |         | Class B |  | Class C |        | Class E
|Net investment loss                             |  |         | (6.55%  | )       |  |         | (6.53% | )      
|Operating expenses, before incentive fees       |  |         | (4.05%  | )       |  |         | (2.06% | )      
|Operating expenses, after incentive fees        |  |         | (4.05%  | )       |  |         | (2.06% | )      
|Decrease in net assets                          |  |         | (10.60% | )       |  |         | (8.58% | )      
|Total return                                    |  |         | (10.07% | )       |  |         | (8.26% | )      
|Losses per unit                                 |  | $       | (12.28  | )       |  | $       | (10.97 | )      



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

F-22


Table of Contents


Aspen Diversified Fund
LLC

Notes to Financial Statements





NOTE E – FINANCIAL HIGHLIGHTS – Continued



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



|Per Unit Activity                                   |  | Class A |        | Class B |  | Class C † |        | Class E
|--------------------------------------------------- |  | ------- | ------ | ------- |  | --------- | ------ | -------
|Beginning net unit value at December 31, 2007       |  | $       | 112.32 |         |  | $         | 120.70 |        
|Initial unit purchase value                         |  | $       | -0-    |         |  | $         | -0-    |        
|                                                    |  |         |        |         |  |           |        |        
|Net realized and unrealized gains on investments    |  |         | 15.16  |         |  |           | 16.41  |        
|Interest income                                     |  |         | 0.04   |         |  |           | 0.04   |        
|Total investment gain                               |  |         | 15.20  |         |  |           | 16.45  |        
|                                                    |  |         |        |         |  |           |        |        
|Management and incentive fees                       |  |         | (2.38  | )       |  |           | (2.70  | )      
|Administrative and other expenses                   |  |         | (3.20  | )       |  |           | (0.92  | )      
|Total operating expenses                            |  |         | (5.58  | )       |  |           | (3.62  | )      
|                                                    |  |         |        |         |  |           |        |        
|Ending unit value December 31, 2009                 |  | $       | 121.94 |         |  | $         | 133.53 |        
|                                                   
|† Class C units were first issued on April 1, 2008.
|                                                    |  |         |        |         |  |           |        |        
|                                                    |  | Class A |        | Class B |  | Class C†  |        | Class E
|Net investment loss                                 |  |         | 14.48% |         |  |           | 12.95% |        
|Operating expenses, before incentive fees           |  |         | 4.19%  |         |  |           | 1.82%  |        
|Operating expenses, after incentive fees            |  |         | 5.06%  |         |  |           | 2.90%  |        
|Increase in net assets                              |  |         | 9.42%  |         |  |           | 10.05% |        
|Total return                                        |  |         | 8.56%  |         |  |           | 10.63% |        
|Earnings per unit                                   |  | $       | 11.16  |         |  | $         | 2.98   |        



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



NOTE F – INVESTMENTS IN
DERIVATIVES CONTRACTS



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



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

F-23


Table of Contents




Aspen Diversified Fund
LLC

Notes to Financial Statements





NOTE F – INVESTMENTS IN
DERIVATIVES CONTRACTS - Continued



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



Futures Contracts: 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 December 31, 2010 and 2009:



|December 31, 2010              |  | Long Exposure |                                                                                                                   | Short Exposure
|------------------------------ |  | ------------- | ----------------------------------------------------------------------------------------------------------------- | --------------
|Primary Underlying Risk        |  |               | Notional
                                                                                                 Amounts |               
|Foreign currency exchange rate |  |               |                                                                                                                   |               
|Forward contracts              |  | $             | 26,660,000                                                                                                        |               
|Commodity price                |  |               |                                                                                                                   |               
|Futures contracts              |  |               | 131,702,000                                                                                                       |               
|Total                          |  | $             | 158,362,000                                                                                                       |               



|December 31, 2009              |  | Long Exposure |                                                                                                                   | Short Exposure
|------------------------------ |  | ------------- | ----------------------------------------------------------------------------------------------------------------- | --------------
|Primary Underlying Risk        |  |               | Notional
                                                                                                 Amounts |               
|Foreign currency exchange rate |  |               |                                                                                                                   |               
|Forward contracts              |  | $             | 28,930,000                                                                                                        |               
|Commodity price                |  |               |                                                                                                                   |               
|Futures contracts              |  |               | 40,219,000                                                                                                        |               
|Total                          |  | $             | 69,149,000                                                                                                        |               

F-24


Table of Contents


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





|                                        |  | December 31, 2010 |           | December 31, 2009     
|--------------------------------------- |  | ----------------- | --------- | ----------------------
|Primary underlying risk                 |  | Derivative Assets |           | Derivative Liabilities
|Foreign currency exchange rate          |  |                   |           |                       
|Forward contracts                       |  | $                 | 1,496,068 |                       
|Commodity price                         |  |                   |           |                       
|Futures contracts                       |  |                   | 1,431,993 |                       
|                                        |  |                   |           |                       
|Gross derivative assets and liabilities |  |                   | 2,928,061 |                       
|                                        |  |                   |           |                       
|Less: Master netting arrangements       |  |                   | -0-       |                       
|Less: Cash collateral applied           |  |                   | -0-       |                       
|                                        |  |                   |           |                       
|Net derivative assets and liabilities   |  | $                 | 2,928,061 |                       



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, 2010 and 2009:



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



NOTE G – SUBSEQUENT EVENTS



During the period from January 1, 2011 through
March 28, 2011, the Fund received additional capital contributions of $3,809,865, and members requested redemptions of $2,484,798.



NOTE H – SELECTED QUARTERLY FINANCIAL
DATA (UNAUDITED)



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



|                                      |  | 4th Qtr. 2010 |           | 3rd Qtr. 2010 |  | 2nd Qtr. 2010 |           | 1st Qtr. 2010 |  | 4th Qtr. 2009 |            | 3rd Qtr. 2009 |  | 2nd Qtr. 2009 |         | 1st Qtr. 2009
|------------------------------------- |  | ------------- | --------- | ------------- |  | ------------- | --------- | ------------- |  | ------------- | ---------- | ------------- |  | ------------- | ------- | -------------
|Total investment income (loss)        |  | $             | 6,663,808 |               |  | $             | 4,542,532 |               |  | $             | (1,379,903 | )             |  | $             | 890,466 |              
|Total expenses                        |  |               | 1,019,398 |               |  |               | 759,763   |               |  |               | 577,789    |               |  |               | 532,893 |              
|Net increase (decrease) in net assets |  | $             | 5,644,410 |               |  | $             | 3,782,769 |               |  | $             | (1,957,692 | )             |  | $             | 357,573 |              



F-25


Table of Contents


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



|        |  | 4th Qtr. 2010 |      | 3rd Qtr. 2010 |  | 2nd Qtr. 2010 |      | 1st Qtr. 2010 |  | 4th Qtr. 2009 |       | 3rd Qtr. 2009 |  | 2nd Qtr. 2009 |       | 1st Qtr. 2009
|------- |  | ------------- | ---- | ------------- |  | ------------- | ---- | ------------- |  | ------------- | ----- | ------------- |  | ------------- | ----- | -------------
|Class A |  | $             | 5.35 |               |  | $             | 3.44 |               |  | $             | (2.56 | )             |  | $             | 1.33  |              
|Class B |  | $             | 6.68 |               |  | $             | 4.41 |               |  | $             | (2.24 | )             |  | $             | 0.27  |              
|Class C |  | $             | 5.40 |               |  | $             | 3.64 |               |  | $             | (1.59 | )             |  | $             | (0.15 | )            
|Class E |  | $             | 7.90 |               |  | $             | 5.08 |               |  | $             | (2.08 | )             |  | $             | 0.63  |              

F-26


Table of Contents


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

Not
applicable.

Item 9A. Controls and Procedures.

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

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

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

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

Item 9B. Other Information.

Not
applicable.

-20-


Table of Contents


Part III

|Item 10. Directors, Executive Officers and Corporate Governance.
|----------------------------------------------------------------
|                                                                
|(a) and (b) Identification of Directors and Executive Officers. 
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                

-21-


Table of Contents


| | He
often speaks on the area of Managed Futures at conferences and meetings of consultants and financial
advisors.                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Mr.
Bush received an undergraduate degree in history and international political science from Vanderbilt
University and an MBA in International Business from Georgia State University in Atlanta.                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Bryan
Fisher, born in 1973, joined the Managing Member in 2000 and became a Partner in the company
in 2007. Mr. Fisher is primarily responsible for client relationships in the Mid-Atlantic and Northeast
Regions of the United States.                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Prior
to joining the Managing Member, Mr. Fisher previously worked for First Union Securities’ (now Wells
Fargo Securities) Alternative Investment Group where he was responsible for national sales and marketing
of seven (7) broad product groups: managed futures, private real estate, oil and gas LPs, exchange funds,
hedge funds of funds, private equity/venture capital, and institutional money market funds.             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Prior
to joining First Union, Mr. Fisher was Vice President of Sales and Marketing for National Holdcasting
Corp., a telecommunications firm located in Richmond, VA. Mr. Fisher holds a Bachelor of Arts Degree
from Virginia Polytechnic Institute and State University.                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Adam Langley, born in 1967, oversees all aspects related to regulatory, legal
    and compliance matters of the Fund, the Managing Member and all related entities as Chief Compliance Officer. He joined the Managing
    Member in 2004 and has been responsible for various accounting and operational functions.                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | He
was appointed Chief Compliance officer in 2005 and was instrumental in establishing Frontier Solutions,
LLC, a registered broker-dealer and a wholly owned subsidiary of Aspen Partners. Mr. Langley has been
integral to the launch and growth of each of Aspen’s proprietary investment products, and has extensive
experience navigating the regulatory landscape of complex investment vehicles and other business structures.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Prior
to joining the Managing Member, Mr. Langley served as Executive Director of a non-profit organization
where he oversaw risk management, real estate, legal matters, and government relations among other duties.
Previously he worked for Delta Air Lines in sales and was a part of the company’s disaster response
team.                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Mr.
Langley holds the Certified Regulatory and Compliance Professional (“CRCP”) designation granted by the
Financial Industry Regulatory Authority (FINRA). He earned his B.B.A. in Management from the University
of West Georgia.                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Deborah
Terry, born in 1952, is the Chief Financial Officer of the Managing Member. Ms. Terry joined
Aspen Partners in 2007. She is responsible for all aspects of the accounting, financial reporting and
internal controls of the firm.                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Ms.
Terry has over twenty years of accounting experience in both private industry and public accounting.
She has provided accounting and advisory services to businesses in a variety of industries including:
financial services, construction, land development, real estate sales and rental, manufacturing, retail,
and service industries.                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Ms.
Terry is a CPA licensed in the state of Georgia and a member of the Georgia Society of CPAs and the American
Institute of Certified Public Accountants. She received her Bachelor of Science degree in Accounting
from Boston University and her MBA in Finance from Kennesaw State University.                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Paul Morin, born in 1965, began his career in the managed futures industry in
    1989. As Co-Chief Investment Officer he is responsible for sourcing Aspen’s managed futures managers, performing & overseeing
    the due diligence process as well as managing the firm’s multi-manager funds.                                                                                                                                    

-22-


Table of Contents


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

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Table of Contents


|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



|Class   |  | Name of Beneficial Owner |  | Amount and Nature of Beneficial Ownership |  | Percent of Class
|------- |  | ------------------------ |  | ----------------------------------------- |  | ----------------
|Class C |  | Aspen Partners, Ltd. †   |  |                                           |  | 10.26 Units     
|Class E |  | Aspen Partners, Ltd. †   |  |                                           |  | 1,006.36 Units  
|Class E |  | Kenneth E. Banwart       |  |                                           |  | 493.68 Units    
|Class E |  | Bryan R. Fisher          |  |                                           |  | 187.73 Units    



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



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

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Table of Contents


|(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 $83,000
and $82,000 for the fiscal years 2010 and 2009, respectively.                                                                                                                                                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b)                                              | Audit-Related Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                 | There
were no fees billed to the Fund by PMB Helin Donovan LLP for assurance and related services that are
reasonably related to the performance of the audit and review of the Fund’s financial statements
that are not already reported in the paragraph immediately above for the years 2010 and 2009 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c)                                              | Tax Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                 | The
aggregate fees billed to the Fund, and paid by the Fund, by Williams Benator & Libby LLP for professional
services rendered for tax compliance totaled approximately $14,400 and $13,500 for the years 2010 and
2009, respectively. These services included review of the Fund’s domestic tax compliance information.  There
were no other professional services for tax compliance work in 2010 or 2009.                                                                                                                                                                                                                                                                                                                                                                                           
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d)                                              | All Other Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                 | There
were no fees billed to the Fund by Williams Benator & Libby LLP or PMB Helin Donovan LLP for products
and services other than as set forth above for the years 2010 and 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(e)                                              | Engagement of the Independent Registered Public Accounting
                                                                    Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                 | The
Managing Member was responsible for engaging PMB Helin Donovan LLP to audit the Fund’s financial
statements for 2008, 2009 and 2010. The Managing Member considered provisions of the independence rules
for both audit and non-audit services when the services of PMB Helin Donovan LLP were contracted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Table of Contents




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.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.2 |  | 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.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



|10.3 |  | Trading
Advisory Agreement between Blackwater Capital Management, LLC and ADF Trading Company IV, LLC dated June
1, 2010, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form
10-Q filed on August 16, 2010. *
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.4 |  | Customer
Agreement and Trading Authorization between Abraham Trading Company and ADF Trading Company V, LLC dated
October 29, 2010. *
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



|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 31, 2011.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.2 |  | Certification
of the Chief Financial Officer of the Managing Member Pursuant to Rule13A-14(a) and Rule 15D-14(a), of
the Securities Exchange Act, as amended, dated March 31, 2011.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.1 |  | Certification
of the Managing Partner of the Managing Member  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2011.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.2 |  | Certification
of the Chief Financial Officer of the Managing Member Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2011.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



* 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.

-26-


Table of Contents




Signatures



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





| | Dated: March 31, 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                  

-27-