## (a)   Subject to the terms andconditions set forth in this Agreement, the Fund hereby appoints the SellingAgent as its non-exclusive selling agent to procure subscriptions of Units on abest-efforts basis in accordance with the terms and conditions set forth inthis Agreement and in the Memorandum.

## (b)   The Selling Agent hereby acceptsappointment as a non-exclusive selling agent for the Fund.  The Selling Agentalso agrees to use its best efforts to ensure compliance with the term andconditions set forth in this Agreement and in the Memorandum by its employees,officers, directors or others acting on its behalf.  The Selling Agent alsoagrees to use its best efforts to procure subscriptions for Units at the priceand in the manner described in the Memorandum.  

## (c)   The Fund shall provide, at no costto the Selling Agent, a reasonable quantity of copies of the Memorandum.  Inorder to subscribe for Units, a subscriber must complete a subscriptionagreement and power of attorney (the “Subscription Documents”) for the Fund anddeliver the Subscription Documents to the Manager together with a wire transferor check in the full amount of the subscription.  The Fund, upon receipt of theSubscriptions Documents and such other documents as the Fund may deem necessaryor advisable, shall determine whether it wishes to accept or reject theproposed subscription.  The Selling Agent acknowledges that the Manager mayreject any subscription in whole or in part in its sole discretion.

## (d)   The Selling Agent shall submit tothe Manager, on behalf of each person desiring to purchase Units, theSubscription Documents, purchaser questionnaire and, if the person is anon-United States investor, a Form W-8BEN.

----

## (a)   In consideration of the provisionby the Selling Agent of the additional services specified in Section 2(b), theFund shall pay to the Selling Agent a monthly fee equal to 1/12 of 2% of theNet Asset Value per Class A Unit the Selling Agent has sold and that areoutstanding as of the first business day of each month, and a fee equal to 1/12of 1% of the Net Asset Value per Class C Unit the Selling Agent has sold andthat are outstanding as of the first business day of each month, in respect ofwhich the Selling Agent provides ongoing services.  Such fees shall commencethe first full month after the sale of the Units.

## (b)   The fee specified in Section 2(a)shall be in consideration of and is contingent upon the provision by theSelling Agent of additional services in connection with the Units sold by theSelling Agent, including: (1) inquiring of the Manager from time to time, atthe request of an owner of Units sold by it, as to the Net Asset Value perUnit; (2) inquiring of the Manager from time to time, at the request of anowner of Units sold by it, regarding the futures markets; (3) assisting, at therequest of the Manager, in the redemption of Units sold by it; and (4)providing such other services to the owners of Units sold by it as the Managermay, from time to time, reasonably request. The Selling Agent also shall useits best efforts to insure that any of its registered representatives to whomcompensation is passed on pursuant to (1) through (4) above shall cooperate inproviding the services specified in this clause for as long as suchrepresentatives continue in the employment of the Selling Agent.

## (c)   Payments due to the Selling Agent under Section 2(a) shall be madewithin 15 business days following the first day of the month.

## (a)   The Fund is duly organized,validly existing and in good standing under the laws of the State of Delawareand is in good standing and is qualified to do business in each jurisdiction inwhich the nature or conduct of its business requires such qualification and hasfull power and authority to enter into and perform its obligations under thisAgreement.  

## (b)   This Agreement has been dulyauthorized, executed and delivered by the Fund and the Manager, and assumingdue authorization, execution and delivery by the other party hereto, is a validand binding agreement enforceable in accordance with its terms.

## (c)   The performance by the Fund andthe Manager of their respective obligations under this Agreement do notconflict with or breach of any of the terms or provisions of any agreement towhich the Fund or the Manager is a party and does not violate any applicablelaw, rule or regulation.

## (d)   The Units are duly authorized andvalidly issued and conform to the description thereof contained in theMemorandum at the time of such issuance.

## (e)   The Memorandum does not containany untrue statement of a material fact or omit to state any material factnecessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading.

## (f)   Except as otherwise disclosed inthe Memorandum, there is not pending or, to the knowledge of the Fund and theManager, threatened, any action, suit or proceeding before or by any court orother governmental body to which the Fund or the Manager and any of theirrespective principals is a party, or to which any of their respective assets issubject, which might reasonably be expected to result in any material adversechange in the condition, financial or otherwise, business or prospects of theFund or the Manager or any of their respective principals.

## (g)   The Manager is registered as acommodity pool operator with the Commodity Futures Trading Commission (the“CFTC”), and is a member of the National Futures Association (the “NFA”) insuch capacity, and such registration and membership have not expired or beenrevoked, suspended, terminated, or not renewed, or limited or qualified in anyrespect.  The Manager and its principals and administrative personnel have allrequired federal, governmental and regulatory registrations and membershipsnecessary to carry out their obligations under this Agreement and to act asdescribed in the Memorandum.

## (h)   None of the Fund, the Manager norany of their respective principals have received any notice of an investigationregarding non-compliance by the Fund, the Manager or any such principal withapplicable laws or regulations.

----

## (a)   The Selling Agent is dulyorganized, validly existing and in good standing under the laws of thejurisdiction of its organization and is in good standing and is qualified to dobusiness in each jurisdiction in which the nature or conduct of its businessrequires such qualification, and has full power and authority to enter into andto perform its obligations under this Agreement.

## (b)   This Agreement has been duly authorized,executed and delivered by the Selling Agent, and assuming due authorization,execution and delivery by the other parties hereto, is a valid and bindingagreement enforceable in accordance with its terms.

## (c)   The performance by the SellingAgent of its obligations under this Agreement do not conflict with or breachany of the terms or provisions of any agreement to which the Selling Agent orany of its principals is a party or to which it or any of its principals isbound and does not violate any applicable law, rule or regulation.

## (d)   The Selling Agent has obtained allregistrations, licenses or memberships as required by applicable law, rule orregulation, including, but not limited to, those of applicable securities orcommodities exchanges, clearing houses and self-regulatory organizations orassociations, or pursuant to securities or “blue sky”laws of anyjurisdiction, as are necessary for the Selling Agent to enter into and carryout its obligations under this Agreement.

## (e)   The Selling Agent is registered asa broker-dealer under the Securities Exchange Act of 1934, as amended (the“1934 Act”).  The Selling Agent is not the subject of any enforcement or otheradministrative action by the Securities and Exchange Commission (the “SEC”)that would result in the suspension or revocation of its broker-dealerregistration, and to the knowledge of the Selling Agent there are not anyproposed or threatened actions by the SEC that would result in the suspensionor revocation of its broker-dealer registration that would adversely affect theability of the Selling Agent to act as a selling agent of the Units on behalfof the Fund.  To the knowledge of the Selling Agent there are not any pending,proposed or threatened actions by the SEC that would result in the impositionof any such restriction or limitation thereon.

## (f)   The Selling Agent is a member ofthe Financial Industry Regulatory Authority (“FINRA”). The Selling Agent is notthe subject of any enforcement or other administrative action by FINRA thatwould result in the suspension or revocation of its membership with FINRA, andto the knowledge of the Selling Agent there are not any proposed or threatenedactions by FINRA to suspend or revoke its membership with FINRA. The SellingAgent is not operating under any restriction or limitation imposed upon itsmembership by FINRA that would adversely affect the ability of the SellingAgent to act as a selling agent of the Units on behalf of the Fund and to theknowledge of the Selling Agent there are not any pending, proposed orthreatened actions by FINRA that would result in the imposition of any suchrestriction or limitation thereon.

## (g)   Each of the individuals who willprocure subscriptions of Units on behalf of the Selling Agent pursuant to thisAgreement is:

----

### (i)   a registered or licensed agent,salesman or salesperson, as the case may be, in the states in which suchindividual will be offering Units, if such registration or licensing isrequired by such states;

### (ii)   a registered principal orregistered representative of the Selling Agent, as appropriate, with FINRA; and

### (iii)   registered with theCFTC and a member of the NFA, or exempt from such registration and membership.

## (h)   There is not pending or, to theknowledge of the Selling Agent, threatened, any action, suit or proceedingbefore or by any court or other governmental body to which the Selling Agent orany of its principals is a party, or to which any of its assets is subject,which might result in any material adverse change in the condition, financialor otherwise, business or prospects of the Selling Agent or any of itsprincipals.  Neither the Selling Agent nor any of its principals has receivedany notice of an investigation regarding non-compliance by the Selling Agent orany of its principals with applicable laws or regulations.

## (i)   The Selling Agent is not thesubject of any enforcement or other administrative action by the securitiesadministrator or securities commission of any state wherein the Selling Agentis registered or required to be registered as a broker-dealer that would resultin the suspension or revocation of its broker-dealer registration under the“blue sky” laws of any such state.  To the knowledge of the Selling Agent thereare not any proposed actions by any such securities administrator or securitiescommission that would result in the suspension or revocation of itsbroker-dealer registration. The Selling Agent is not operating under anyrestriction or limitation imposed upon its broker-dealer registration under the“blue sky” laws by any state securities administrator or securities commissionof any state wherein the Selling Agent is so registered that would adverselyaffect the ability of the Selling Agent to act as a selling agent of the Unitson behalf of the Fund in any such state and to the knowledge of the SellingAgent there are not any pending, proposed or threatened actions by any suchstate securities administrator or securities commission that would result inthe imposition of any such restriction or limitation upon its broker-dealerregistration under the “blue sky” laws thereof.

## (a)   No person shall be entitled eitherdirectly or indirectly as a consequence of any agreement or arrangement by theSelling Agent to compensation from the Fund, the Manager or from any otherperson for services as a finder in connection with Units sold by the SellingAgent, and the Selling Agent shall indemnify and hold the Fund and the Managerand any of their respective partners, officers, directors, shareholders andemployees harmless against any costs, expenses, losses, claims, damages orliabilities, joint or several (which shall, for all purposes of this Agreement,include, but not be limited to, all reasonable attorneys’ fees), to which theFund, the Manager or any such other person may become subject insofar as suchcosts, expenses, losses, claims, damages or liabilities (or actions orproceedings in respect thereof) arise out of or are based upon the claim of anyperson or entity that he or it is entitled to a finder’s or similar fee in connectionwith the offering of Units as a result of any agreement or arrangement with theSelling Agent to which none of the Fund or the Manager was a party.

## (b)   The Selling Agent shall deliver acopy of the Memorandum to each person to whom the Selling Agent makes an offerof Units and the Selling Agent shall not make an offer of Units on the basis ofany communications or documents relating to the Fund, the Manager, or theUnits, except the Memorandum and any other documents supplied or prepared bythe Fund and delivered to the Selling Agent by the Fund for use in making anoffer of Units.  Any use or distribution of the Memorandum or any relatedpreliminary Memorandum by the Selling Agent shall comply with the terms andconditions set forth in the Memorandum.  The Selling Agent shall promptlydeliver a copy of each amendment or supplement to the Memorandum:

### (i)   to all offerees then being orthereafter solicited by the Selling Agent; and

----

### (ii)   to each person who has subscribedfor Units, but whose subscription therefor has not yet been accepted orrejected.

## (c)   The Selling Agent shall not useany form of general solicitation or general advertising in making offers ofUnits, including but not limited to the following:

### (i)   any advertisement, article, noticeor other communication published in any newspaper, magazine or similar media orbroadcast over television or radio; or

### (ii)   any seminar or meeting whoseattendees have been invited by any general solicitation or general advertising.

## (d)   The Selling Agent shall reasonablybelieve immediately prior to making any offer or sale of Units that suchofferee and purchaser solicited by the Selling Agent (i) is an “accreditedinvestor,” as that term is defined in Rule 501(a) of Regulation D under the1933 Act, (ii) can afford to bear the risk of a total loss of an investment inthe Fund, (iii) has sufficient financial knowledge and experience to be capableof evaluating the risks and merits of an investment in the Fund (either aloneor together with such offeree’s and purchaser’s financial adviser(s)), and (iv)otherwise qualifies as an acceptable offeree and purchaser on the basis setforth in the Memorandum.

## (e)   The Selling Agent shall retain inits records and make available to the Manager for the purpose of insuringcompliance with Rule 506 of Regulation D under the 1933 Act for a period of atleast four years information establishing that each offeree to whom the SellingAgent made an offer of Units and each purchaser of Units solicited by theSelling Agent are within the permitted class of investors under therequirements set forth herein and in the Memorandum, and the additionalrequirements, if any, of the jurisdiction in which such offeree or purchaser isa resident, or in or from which such offer was made.

## (f)   In connection with the offer andsale of Units, the Selling Agent shall comply in all material respects with allapplicable laws and rules, including without limitation, the rules of FINRA,SEC, CFTC, NFA, and any applicable state securities laws.  The Selling Agentshall take all actions deemed necessary by counsel to the Fund to permit theoffer of Units to comply, with the securities or “blue sky” laws of thejurisdictions in which offers of Units are made. The Selling Agent shall makeoffers only in the states in which it is a registered broker-dealer and only inthose states in which the Fund has advised theSelling Agent in writing that the Selling Agent may solicit and sell Units.

## (g)   The Selling Agentshall exercise reasonable care to assure that the purchasers to whom theSelling Agent sells Units are not underwriters within the meaning of Section2(11) of the 1933 Act.  In that regard, the Selling Agent shall:

### (i)   make reasonable inquiry todetermine that each purchaser is acquiring Units for his own account, forinvestment purposes and not with a view to a distribution of such Units; and

### (ii)   obtain from each purchaser asigned Subscription Agreement.

## (h)   The Selling Agent agrees tocomply, after receipt of written notice, with such other reasonable proceduresrelating to the solicitations and offers of Units as the Fund may from time totime impose.

## (a)   The Manager agrees to indemnifyand hold harmless the Selling Agent against any losses, claims, damages orliabilities, joint or several, to which the Selling Agent may become subject,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon (1) any material misstatement oromission in the Memorandum; or (2) any breach of a representation or warrantyset forth in Section 3 above (unless such breach is caused by a material breachby the Selling Agent of any representation, warranty or covenant set forthherein).

----

## (b)   The Selling Agent agrees toindemnify and hold harmless the Fund and the Manager against any losses,claims, damages or liabilities, joint or several, to which it or they maybecome subject insofar as such losses, claims, damages or liabilities (oractions in respect thereof) arise out of or are based upon any breach by theSelling Agent of any representation, warranty or covenant of the Selling Agentset forth herein.

## (c)   Promptly after receipt by anindemnified party under this Section of notice of the commencement of anyaction, such indemnified party shall, if a claim in respect thereof is to bemade against any indemnifying party under this Section, notify in writing theindemnifying party of the commencement thereof. The omission to so notify theindemnifying party shall relieve the indemnifying party from any liabilityunder this Section as to the particular item for which indemnification is thenbeing sought, but not from any other liability which it may have to anyindemnified party.  If the indemnified party notifies any indemnifying party ofthe commencement thereof, the indemnifying party shall be entitled toparticipate therein, and, to the extent that it may wish, jointly with anyother indemnifying party similarly notified, to assume the defense thereof,with counsel who shall be to the reasonable satisfaction of such indemnifiedparty.  After notice from the indemnifying party to such indemnified party ofits election to so assume the defense thereof, the indemnifying party shall notbe liable to such indemnified party under this Section for any legal or otherexpenses subsequently incurred by such indemnified party in connection with thedefense thereof, other than the reasonable costs of investigation, unlessincurred at the written request of the indemnifying party.  The indemnifyingparty shall not have employed counsel to have charge of the defense of suchaction or proceeding, or such indemnified party shall have reasonably concludedthat there may be defenses available to it which are different from oradditional to those available to the indemnifying party (in which case theindemnifying party shall not have the right to direct the defense of any suchaction or proceeding on behalf of the indemnified party), in any of whichevents such legal or other expenses shall be borne by the indemnifying party.Any such indemnifying party shall not be liable to any such indemnified partyon account of any settlement of any claim or action effected without theconsent of such indemnifying party.

## (a)   The Agreement may be terminatedimmediately by any of the parties hereto upon written notice to each of theother parties.

## (b)   Upon termination of thisAgreement, the Fund shall continue to pay the Selling Agent the fee specifiedin Section 2(a) hereof with respect to each Unit sold by the Selling Agentprior to the date of such termination and only until such time that such Unitis completely redeemed out of the Fund, providedhowever, theSelling Agent maintains all necessary registrations to enable it to receivesuch compensation and continues to perform the services required of it inSection 2(b) hereof.  Upon termination of this Agreement, the Selling Agentshall return to the Fund all unused copies of the Memorandum and all otherwritten materials relating to the Fund, the Manager and the Units.

## (c)   The respective indemnities,representations and warranties set forth in this Agreement shall survive anytermination of this Agreement.

----

----

### (i)   if toFund:

### Aspen Diversified Fund LLC     c/o Aspen Partners, Ltd.     Attn: Adam Langley 1230 Peachtree Street, N.E.Suite1750    Atlanta, GA 30309Telphone: (404) 879-5130Facsimile: (404) 879-5128Email: alangley@aspenpartners.com

### (iii)   if tothe Manager:

### Aspen Partners, Ltd.     Attn: Adam Langley 1230 Peachtree Street, N.E.Suite1750    Atlanta, GA 30309Telphone: (404) 879-5130Facsimile: (404) 879-5128Email: alangley@aspenpartners.com

### (ii)   if tothe Selling Agent:

### Firm Name:    Contact:Address:   City, State & Zip:Telphone:Facsimile:Email:

----

By:     Aspen Partners, Ltd., its Manager

By:   _______________________________________          Jeremy L. Standrod          Managing Partner

**ASPEN PARTNERS, LTD.**, as manager

By:   _______________________________________          Adam Langley          Chief Compliance Officer

**SELLING AGENT**

By:   _______________________________________          Name:          Title:

----