UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




_______________________




FORM 10-Q/A


Amendment No. 1 to Form 10-Q filed on November 15, 2007


_______________________






ý
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: September 30, 2007o
              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 jurisdictionof incorporation or organization)
              
              (IRS EmployerIdentification Number)


1230 Peachtree Street, N.E.Suite 1750
               Atlanta, Georgia 30309(Address of principal executive offices)(404) 879-5126(Registrant's telephone number, including area code)Not Applicable(Former name, former address and former fiscal year, if changed since last report)






Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes  ýNo  oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):Large Accelerated Filer  oAccelerated Filer  oNon-Accelerated Filer  ýIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes  oNo  ý










**Table of Contents**


**PART I – FINANCIAL INFORMATION**Page No.Item 1
				Financial Statements (unaudited)Statements of Assets and Liabilities as of September 30, 2007 and December 31, 2006
                1Statements of Operations
                2Statements of Changes in Net Assets for the three months ended September 30, 2007 and 2006
                3Statements of Changes in Net Assets for the nine months ended September 30, 2007 and 2006
                4Statements of Cash Flows for the nine months ended September 30, 2007 and 2006
                5Notes to Financial Statements
                6Item 2
				Management’s Discussion and Analysis of Financial Condition and Results of Operations
				11Item 3
				Quantitative and Qualitative Disclosures about Market Risk
                12Item 4
				Controls and Procedures
                13**PART II – OTHER INFORMATION**Page No.Item 1
                Legal Proceedings
                13Item 1A
                Risk Factors
                13Item 2
                Unregistered Sales of Equity Securities and Use of Proceeds
                13Item 3
                Defaults Upon Senior Securities
                15Item 4
                Submission of Matters to a Vote of Security Holders
                15Item 5
                Other Information
                15Item 6
                Exhibits
                15


**Explanatory Note**




Aspen Diversified Fund LLC ("Aspen") is filing this first amendment on Form 10-Q/A to its Form 10-Q for the quarter ended September 30, 2007 (the "Form 10-Q"), in order to include financial information for the quarters ended September 30, 2007 and 2006 in its interim financial statements as required under Regulation S-X and to correct non-material inaccuracies in certain financial statements and other typographical errors. Except as described above, no other changes were made to the Form 10-Q filed on November 15, 2007.







ii


*Table of Contents*





**PART I – FINANCIAL INFORMATION**





Item 1.  Financial Statements





Aspen Diversified Fund LLC


Statements of Assets and Liabilities


as of September 30, 2007 and December 31, 2006




September 30,
              
			  
			  
			  December 31,2007
              
			  
			  
			  2006ASSETSInvestments in investment funds–at fair value(cost: $71,848,450 and $50,773,930 at September 30, 2007 and December 31, 2006, respectively)
              
              $
              78,319,576
              
			  
			  $
			  54,058,174Cash and cash equivalents
			  
			  
			  935,082
			  
			  
			  
			  885,921Interest and other receivables
			  
			  
			  3,672
			  
			  
			  
			  7,675Investments in transit
			  
			  
			  1,000,000
			  
			  
			  
			  679,000$
			  80,258,330
			  
			  
			  $
			  55,630,770LIABILITIES AND NET ASSETSLiabilitiesCommissions payable
              
              $
              4,800
              
			  
			  $
			  2,183Management, incentive and administrative fees payable
              
              
              164,329
              
			  
			  
			  90,026Membership redemptions payable
              
              
              790,632
              
			  
			  
			  748,993Capital contributions received in advance of admission date
              
              
              1,461,545
              
			  
			  
			  1,466,9502,421,306
              
			  
			  
			  2,308,152Net assets
			  
			  
			  77,837,024
			  
			  
			  
			  53,322,618$
			  80,258,330
			  
			  
			  $
			  55,630,770




-1-


*Table of Contents*





Aspen Diversified Fund LLC


Statements of Operations




For the three
              
              
			  
			  For the three
			  
			  
			  
			  For the nine
			  
			  
			  
			  For the ninemonths ended
              
              
			  
			  months ended
			  
			  
			  
			  months ended
			  
			  
			  
			  months endedSeptember 30, 2007
              
              
			  
			  September 30, 2006
			  
			  
			  
			  September 30, 2007
			  
			  
			  
			  September 30, 2006Investment incomeRealized and unrealized gains on investmentsRealized gains on investments
              $
              -0-
              
              
			  $
			  165,844
			  
			  
			  $
			  45,519
			  
			  
			  $
			  483,446Unrealized (loss) gains on investments
              
              (1,490,522
              )
              
			  
			  20,549
			  
			  
			  
			  3,186,883
			  
			  
			  
			  286,424Net realized and unrealized (loss) gains on investments
              
              (1,490,522
              )
              
			  
			  186,393
			  
			  
			  
			  3,232,402
			  
			  
			  
			  769,870Interest income
              
              10,890
              
              
			  
			  24,485
			  
			  
			  
			  33,281
			  
			  
			  
			  34,888Total investment (loss) income
              
              (1,479,632
              )
              
			  
			  210,878
			  
			  
			  
			  3,265,683
			  
			  
			  
			  804,758Operating expensesManagement and incentive fees
              
              152,285
              
              
			  
			  46,827
			  
			  
			  
			  675,248
			  
			  
			  
			  88,579Administrative fees
              
              125,070
              
              
			  
			  55,820
			  
			  
			  
			  330,551
			  
			  
			  
			  120,542Bank fees
              
              1,500
              
              
			  
			  1,498
			  
			  
			  
			  4,498
			  
			  
			  
			  3,545Trailing commissions
              
              14,761
              
              
			  
			  650
			  
			  
			  
			  38,300
			  
			  
			  
			  650Total operating expenses
              
              293,616
              
              
			  
			  104,795
			  
			  
			  
			  1,048,597
			  
			  
			  
			  213,316NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
              $
              (1,773,248
              )
              
			  $
			  106,083
			  
			  
			  $
			  2,217,086
			  
			  
			  $
			  591,442




-2-


*Table of Contents*





Aspen Diversified Fund LLC


Statements of Changes in Net Assets


for the three months ended September 30, 2007




Class A
              
              
			  
			  Class B
			  
			  
			  
			  Class E
			  
			  
			  
			  TotalNet assets at June 30, 2007
			  $
              2,931,617
              
              
			  $
			  51,249,811
			  
			  
			  $
			  16,373,237
			  
			  
			  $
			  70,554,665Additions
			  
              269,000
              
              
			  
			  9,707,484
			  
			  
			  
			  203,688
			  
			  
			  
			  10,180,172Redemptions
			  
              (81,168
              )
              
			  
			  (841,881
			  )
			  
			  
			  (201,516
			  )
			  
			  
			  (1,124,565
			  )Net decrease from operations
			  
              (83,843
              )
              
			  
			  (1,341,220
			  )
			  
			  
			  (348,185
			  )
			  
			  
			  (1,773,248
			  )Net assets at September 30, 2007
			  $
              3,035,606
              
              
			  $
			  58,774,194
			  
			  
			  $
			  16,027,224
			  
			  
			  $
			  77,837,024Units outstanding at June 30, 2007
			  
              26,629
              
              
			  
			  437,135
			  
			  
			  
			  135,288Additions
			  
              2,550
              
              
			  
			  83,622
			  
			  
			  
			  1,685Redemptions
			  
              (800
              )
              
			  
			  (7,397
			  )
			  
			  
			  (1,703
			  )Units outstanding at September 30, 2007
			  
              28,379
              
              
			  
			  513,360
			  
			  
			  
			  135,270Net asset value per unit at September 30, 2007
			  $
              106.96
              
              
			  $
			  114.49
			  
			  
			  $
			  118.48Weighted average number of units outstanding
			  
              27,475
              
              
			  
			  508,180
			  
			  
			  
			  136,898Decrease  in net assets from operations per unit
			  $
              (3.05
              )
              
			  $
			  (2.64
			  )
			  
			  $
			  (2.54
			  )






Aspen Diversified Fund LLC


Statements of Changes in Net Assets


for the three months ended September 30, 2006




Class A
              
              
			  
			  Class B
			  
			  
			  
			  Class E
			  
			  
			  
			  TotalNet assets at June 30, 2006
			  $
              -0-
              
              
			  $
			  9,183,656
			  
			  
			  $
			  15,673,651
			  
			  
			  $
			  24,857,307Additions
			  
              267,617
              
              
			  
			  13,178,926
			  
			  
			  
			  1,194,446
			  
			  
			  
			  14,640,989Redemptions
			  
              -0-
              
              
			  
			  (307,758
			  )
			  
			  
			  (1,461,041
			  )
			  
			  
			  (1,768,799
			  )Net increase from operations
			  
              111
              
              
			  
			  72,428
			  
			  
			  
			  33,544
			  
			  
			  
			  106,083Net assets at September 30, 2006
			  $
              267,728
              
              
			  $
			  22,127,252
			  
			  
			  $
			  15,440,600
			  
			  
			  $
			  37,835,580Units outstanding at June 30, 2006
			  
              -0-
              
              
			  
			  86,494
			  
			  
			  
			  145,355Additions
			  
              2,646
              
              
			  
			  124,895
			  
			  
			  
			  10,993Redemptions
			  
              -0-
              
              
			  
			  (2,900
			  )
			  
			  
			  (13,448
			  )Units outstanding at September 30, 2006
			  
              2,646
              
              
			  
			  208,489
			  
			  
			  
			  142,900Net asset value per unit at September 30, 2006
			  $
              101.18
              
              
			  $
			  106.13
			  
			  
			  $
			  108.05Weighted average number of units outstanding
			  
              1,679
              
              
			  
			  161,919
			  
			  
			  
			  145,394Increase in net assets from operations per unit
			  $
              0.07
              
              
			  $
			  0.45
			  
			  
			  $
			  0.23




-3-


*Table of Contents*





Aspen Diversified Fund LLC


Statements of Changes in Net Assets


for the nine months ended September 30, 2007




Class A
              
              
			  
			  Class B
			  
			  
			  
			  Class E
			  
			  
			  
			  TotalNet assets at December 31, 2006
			  $
              1,321,283
              
              
			  $
			  35,796,542
			  
			  
			  $
			  16,204,793
			  
			  
			  $
			  53,322,618Additions
			  
              1,737,300
              
              
			  
			  23,853,789
			  
			  
			  
			  283,253
			  
			  
			  
			  25,874,342Redemptions
			  
              (81,168
              )
              
			  
			  (2,298,509
			  )
			  
			  
			  (1,197,345
			  )
			  
			  
			  (3,577,022
			  )Net increase from operations
			  
              58,191
              
              
			  
			  1,422,372
			  
			  
			  
			  736,523
			  
			  
			  
			  2,217,086Net assets at September 30, 2007
			  $
              3,035,606
              
              
			  $
			  58,774,194
			  
			  
			  $
			  16,027,224
			  
			  
			  $
			  77,837,024Units outstanding at December 31, 2006
			  
              12,558
              
              
			  
			  322,352
			  
			  
			  
			  142,914Additions
			  
              16,621
              
              
			  
			  211,393
			  
			  
			  
			  2,374Redemptions
			  
              (800
              )
              
			  
			  (20,385
			  )
			  
			  
			  (10,018
			  )Units outstanding at September 30, 2007
			  
              28,379
              
              
			  
			  513,360
			  
			  
			  
			  135,270Net asset value per unit at September 30, 2007
			  $
              106.96
              
              
			  $
			  114.49
			  
			  
			  $
			  118.48Weighted average number of units outstanding
			  
              22,227
              
              
			  
			  405,918
			  
			  
			  
			  141,904Increase in net assets from operations per unit
			  $
              2.62
              
              
			  $
			  3.50
			  
			  
			  $
			  5.19






Aspen Diversified Fund LLC


Statements of Changes in Net Assets


for the nine months ended September 30, 2006




Class A
              
              
			  
			  Class B
			  
			  
			  
			  Class E
			  
			  
			  
			  TotalNet assets at December 31, 2005
			  $
              -0-
              
              
			  $
			  521,142
			  
			  
			  $
			  14,986,553
			  
			  
			  $
			  15,507,695Additions
			  
              267,617
              
              
			  
			  21,939,431
			  
			  
			  
			  1,689,239
			  
			  
			  
			  23,896,287Redemptions
			  
              -0-
              
              
			  
			  (309,547
			  )
			  
			  
			  (1,850,297
			  )
			  
			  
			  (2,159,844
			  )Net increase (decrease) from operations
			  
              111
              
              
			  
			  (23,774
			  )
			  
			  
			  615,105
			  
			  
			  
			  591,442Net assets at September 30, 2006
			  $
              267,728
              
              
			  $
			  22,127,252
			  
			  
			  $
			  15,440,600
			  
			  
			  $
			  37,835,580Units outstanding at December 31, 2005
			  
              -0-
              
              
			  
			  5,039
			  
			  
			  
			  144,363Additions
			  
              2,646
              
              
			  
			  206,367
			  
			  
			  
			  15,512Redemptions
			  
              -0-
              
              
			  
			  (2,917
			  )
			  
			  
			  (16,975
			  )Units outstanding at September 30, 2006
			  
              2,646
              
              
			  
			  208,489
			  
			  
			  
			  142,900Net asset value per unit at September 30, 2006
			  $
              101.18
              
              
			  $
			  106.13
			  
			  
			  $
			  108.05Weighted average number of units outstanding
			  
              1,679
              
              
			  
			  50,304
			  
			  
			  
			  145,587Increase (decrease) in net assets from operations per unit
			  $
              0.07
              
              
			  $
			  (0.47
			  )
			  
			  $
			  4.22




-4-
 *Table of Contents*
 
  Aspen Diversified Fund LLC
 Statements of Cash Flows
  For the nine
			  
              
			  
			  For the ninemonths ended
			  
              
			  
			  months endedSeptember 30, 2007
			  
              
			  
			  September 30, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet increase in net assets resulting from operations
              $
			  2,217,086
			  
              
			  $
			  591,442Adjustments to reconcile net increase in net assets resulting from operations to cash used in operating activities:Increase in investments in investment funds
              
			  (25,574,519
			  )
              
			  
			  (28,990,000
			  )Redemptions from investments in investment funds
              
			  4,545,519
			  
              
			  
			  9,005,765Net realized gains from investments
              
			  (45,519
			  )
              
			  
			  (483,446
			  )Increase in unrealized gains from investments
              
			  (3,186,883
			  )
              
			  
			  (286,424
			  )Decrease (increase) in interest receivable
              
			  4,003
			  
              
			  
			  (5,935
			  )Increase in investments in transit
              
			  (321,000
			  )
              
			  
			  (5,700,000
			  )Increase in commissions payable
              
			  2,617
			  
              
			  
			  650Increase (decrease) in fees payable
              
			  74,303
			  
              
			  
			  (8,927
			  )NET CASH USED IN OPERATING ACTIVITIES
			  
			  (22,284,393
			  )
              
			  
			  (25,876,875
			  )CASH FLOWS PROVIDED BY FINANCING ACTIVITIESCapital contributions received from members
              
			  25,868,937
			  
              
			  
			  28,181,619Membership redemptions
              
			  (3,535,383
			  )
              
			  
			  (1,677,930
			  )NET CASH PROVIDED BY FINANCING ACTIVITIES
			  
			  22,333,554
			  
              
			  
			  26,503,689NET INCREASE IN CASH AND CASH EQUIVALENTS
			  
			  49,161
			  
              
			  
			  626,814Cash and cash equivalents at beginning of period
			  
			  885,921
			  
              
			  
			  39,324CASH AND CASH EQUIVALENTS AT END OF PERIOD
			  $
			  935,082
			  
              
			  $
			  666,138
   -5-
 *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 that seeks to provide its investors with a rate of return not generally correlated with traditional investments. The Fund allocates its assets among multiple investment managers by investing in investment funds that are traded by the managers. These investment funds engage in the trading of futures contracts, forwards and other commodity interests.
  The following accounting policies are presented to assist the reader in understanding the Fund’s financial statements:
  The accompanying unaudited financial statements of the Fund have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the financial condition and operations of the Fund for the periods presented have been included. The following is a description of the more significant of those policies that the Fund follows in preparing its financial statements.
  Investments in Investment Funds:Investments in investment funds are valued at fair value, which is measured based on the Fund’s proportionate interest in the net assets of the respective investment funds, and is determined from financial data provided by the investment funds. All of the financial instruments held by the investment funds are reported at fair value. Because of the inherent uncertainty of valuation, values of positions stated at fair value may differ significantly from what may actually be realized upon sale or disposition. Investments without a ready market are valued by the fund managers based upon available financial data, market conditions and comparable valuations for similar investments with a ready market.
  Net Income from Investments in Investment Funds:Net income from investments in investment funds includes any realized gains and losses, unrealized gains and losses, and other expenses that are directly attributable to the Fund’s investments in investment funds.  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 their 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.
  Effective January 1, 2007, the Fund adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48) entitled “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.”  FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements.  The adoption of FIN 48 had no impact on the Fund’s financial statements.
  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.  At September 30, 2007, cash on deposit included approximately $836,000 in excess of federally insured limits.
   
 *Table of Contents*
 
  New Accounting Standard:Effective January 1, 2008, the Fund adopted the requirements of Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair value Measurements.”  SFAS 157 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date.  As such, the Fund will begin to classify its investments into Level I, which refers to securities traded in an active market, Level 2, which refers to securities not traded in an active market but for which observable market inputs are readily available to determine the fair value, and Level 3, which refers to securities not traded in an active market and for which no significant observable market inputs are available.  The impact on future presentation and disclosure is currently being considered by the Fund.  The Fund has determined that the fair value of investments as a result of the adoption of this new standard on January 1, 2008 is unlikely to materially differ from the fair values at June 30, 2007.
  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.
  NOTE B – INVESTMENTS IN INVESTMENT FUNDS
  At September 30, 2007 and during the nine months then ended, investments in investment funds and net investment income consisted of the following:
  Net Income
              
              
			  
			  
			  
			  
			  
			  
			  
			  
			  
			  % of Fund's(Loss)
              
              
			  
			  Cost Basis
			  
			  
			  
			  Fair Value
			  
			  
			  
			  Net AssetsAPM Hedged Global Commodity Fund, LDC
			  $
              721,100
              
              
			  $
			  6,600,980
			  
			  
			  $
			  7,743,020
			  
			  
			  
			  9.95%Aspect US Fund LLC
			  
              (33,501
              )
              
			  
			  10,838,000
			  
			  
			  
			  11,274,818
			  
			  
			  
			  14.49%CFM Discus Fund LTD
			  
              (713,391
              )
              
			  
			  4,545,519
			  
			  
			  
			  3,787,363
			  
			  
			  
			  4.87%FORT Global Contrarian, LP
			  
              (18,773
              )
              
			  
			  14,248,751
			  
			  
			  
			  15,162,715
			  
			  
			  
			  19.48%Global Commodity Systematic LP
			  
              175,989
              
              
			  
			  1,480,000
			  
			  
			  
			  1,655,989
			  
			  
			  
			  2.13%Grinhan Diversified Fund (U.S.), LP
			  
              790,544
              
              
			  
			  8,808,000
			  
			  
			  
			  9,726,125
			  
			  
			  
			  12.50%HFR MF Diversified Select Master Trust
			  
              1,458,024
              
              
			  
			  13,450,000
			  
			  
			  
			  15,622,200
			  
			  
			  
			  20.07%Man-AHL Diversified II LP
			  
              434,602
              
              
			  
			  4,164,200
			  
			  
			  
			  5,071,443
			  
			  
			  
			  6.52%Welton Global Capital Markets Fund, Ltd.
			  
              417,808
              
              
			  
			  7,713,000
			  
			  
			  
			  8,275,903
			  
			  
			  
			  10.63%$
              3,232,402
              
              
			  
			  71,848,450
			  
			  
			  
			  78,319,576
			  
			  
			  
			  100.64%Other assets, less liabilities
			  
              
              
              
			  
			  
			  
			  
			  
			  (482,552
			  )
			  
			  
			  (0.64%
			  )$
			  77,837,024
			  
			  
			  
			  100.00%
    -7-
 *Table of Contents*
 
  At December 31, 2006 and during the nine months ended September 30, 2006, investments in investment funds and net investment income consisted of the following:
  Net Income
              
              
			  
			  
			  
			  
			  
			  
			  
			  
			  
			  % of Fund's(Loss)
              
              
			  
			  Cost Basis
			  
			  
			  
			  Fair Value
			  
			  
			  
			  Net AssetsAPM Hedged Global Commodity Fund, LDC
			  $
              309,794
              
              
			  $
			  4,750,980
			  
			  
			  $
			  5,171,920
			  
			  
			  
			  9.70%Aspect US Fund LLC
			  
              (94,644
              )
              
			  
			  6,250,000
			  
			  
			  
			  6,720,319
			  
			  
			  
			  12.60%CFM Discus Fund LTD
			  
              (139,414
              )
              
			  
			  4,500,000
			  
			  
			  
			  4,500,754
			  
			  
			  
			  8.44%CMF Winton Feeder I LP
			  
              280,366
              
              
			  
			  -0-
			  
			  
			  
			  -0-
			  
			  
			  
			  0.00%FORT Global Contrarian, LP
			  
              336,667
              
              
			  
			  10,008,751
			  
			  
			  
			  10,941,488
			  
			  
			  
			  20.52%Grinhan Diversified Fund (U.S.), LP
			  
              21,200
              
              
			  
			  4,800,000
			  
			  
			  
			  4,927,581
			  
			  
			  
			  9.24%HFR MF Diversified Select Master Trust
			  
              58,063
              
              
			  
			  10,700,000
			  
			  
			  
			  11,414,176
			  
			  
			  
			  21.41%Man-AHL Diversified II LP
			  
              (76,949
              )
              
			  
			  4,164,200
			  
			  
			  
			  4,636,841
			  
			  
			  
			  8.70%Welton Global Capital Markets Fund, Ltd.
			  
              33,580
              
              
			  
			  5,599,999
			  
			  
			  
			  5,745,095
			  
			  
			  
			  10.77%Windjammer Fund I, LLC
			  
              41,207
              
              
			  
			  -0-
			  
			  
			  
			  -0-
			  
			  
			  
			  0.00%$
              769,870
              
              
			  
			  50,773,930
			  
			  
			  
			  54,058,174
			  
			  
			  
			  101.38%Other assets, less liabilities
			  
              
              
              
			  
			  
			  
			  
			  
			  (735,556
			  )
			  
			  
			  (1.38%
			  )$
			  53,322,618
			  
			  
			  
			  100.00%
  The investment objectives and policies for the investment funds are as follows:
  Investment Fund
			  
              Investment Objective
              
              Redemptions PermittedAPM Hedged Global Commodity Fund, LDC
			  
              Fixed Income Specialists
              
              QuarterlyAspect US Fund LLC
			  
              Diversified Long-Term Trend Follower
              
              MonthlyCFM Discus Fund LTD
			  
              Diversified Short-Term Trend Follower
              
              MonthlyFORT Global Contrarian, LP
			  
              Contra-Trend
              
              MonthlyGlobal Commodity Systematic LP (A-2 Units)
			  
              Physical Commodity Specialists
              
              MonthlyGlobal Commodity Systematic LP (B-2 Units)
			  
              Physical Commodity Specialists
              
              AnnuallyGrinham Diversified Fund (U.S.), LP
			  
              Diversified Short-Term Trend Follower
              
              MonthlyHFR MF Diversified Select Master Trust
			  
              Diversified Long-Term Trend Follower
              
              MonthlyMan-AHL Diversified II LP
			  
              Diversified Long-Term Trend Follower
              
              MonthlyWelton Global Capital Markets Fund, Ltd.
			  
              Diversified Long-Term Trend Follower
              
              Monthly
  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 September 30, 2007 and December 31, 2006.
  At September 30, 2007 and December 31, 2006, the Fund had remitted $1,000,000 and $679,000, respectively, to the investment funds that will not be credited to its respective capital accounts of those funds until the first day of the following month.  These amounts have been recorded as investments in transit.
  NOTE C – NET ASSETS
  The Fund maintains separate capital accounts for its members.  Net profits and losses are allocated to the members in proportion to their respective capital accounts.
  Each member may withdraw all or any portion of his capital account as of the end of each calendar month, provided that the withdrawing member gives at least 10 days prior written notice.
    -8-
 *Table of Contents*
 
  The Fund admits members only on the first day of each month.  At September 30, 2007 and December 31, 2006, the Fund had received capital contributions of $1,461,545 and $1,466,950, respectively that were credited to the member’s capital accounts on first day of the following month.  These amounts have been recorded as capital contributions received in advance of admission date.
  The Fund may be dissolved at any time by the determination of the managing member to dissolve and liquidate the Fund.
  NOTE D – RELATED PARTY TRANSACTIONS
  The Fund pays various monthly fees to the managing member, Aspen Partners, Ltd., which vary depending upon the unit class.  The annual fee percentages by unit class are as follows:
  Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsManagement fees
			  
			  
			  1.00%
			  
			  
			  
			  1.00%
			  
			  
			  
			  0.00%Incentive fees
			  
			  
			  10.00%
			  
			  
			  
			  10.00%
			  
			  
			  
			  0.00%Administrative fees
			  
			  
			  0.65%
			  
			  
			  
			  0.65%
			  
			  
			  
			  0.65%
  The incentive fees are equal to the applicable percentage of the new investment profits earned monthly by series over the high water mark, as defined.  During the three months ended September 30, 2007 and 2006, the Fund recognized management and incentive fee expenses of $152,285 and $46,827, respectively.  During the nine months ended September 30, 2007 and 2006, the Fund recognized management and incentive fee expenses of $675,248 and $88,579, respectively.
  During the three months ended September 30, 2007 and 2006, the Fund recognized administrative fee expenses of $125,070 and $55,820, respectively related to certain accounting and administrative services provided by the managing member.  During the nine months ended September 30, 2007 and 2006, the Fund recognized administrative fee expenses of $330,551 and $120,542, respectively, related to certain accounting and administrative services provided by the managing member.
  At September 30, 2007 and December 31, 2006, accounts payable consisted of $164,329 and $90,026, respectively, related to management fees, incentive fees and administrative fees.
  NOTE E – FINANCIAL HIGHLIGHTS
  Financial highlights were as follows for the quarter ended September 30, 2007:
  Per unit activity:
			  
			  
			  Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsBeginning net unit value at July 1, 2007
			  
			  $
			  110.09
			  
			  
			  $
			  117.24
			  
			  
			  $
			  121.02Net loss from investments in investment funds
			  
			  
			  (2.17
			  )
			  
			  
			  (2.30
			  )
			  
			  
			  (2.36
			  )Interest income
			  
			  
			  0.02
			  
			  
			  
			  0.02
			  
			  
			  
			  0.01Total net loss
			  
			  
			  (2.15
			  )
			  
			  
			  (2.28
			  )
			  
			  
			  (2.35
			  )Management fees
			  
			  
			  (0.27
			  )
			  
			  
			  (0.28
			  )
			  
			  
			  -0-Administrative fees
			  
			  
			  (0.17
			  )
			  
			  
			  (0.19
			  )
			  
			  
			  (0.19
			  )Other expenses
			  
			  
			  (0.54
			  )
			  
			  
			  -0-
			  
			  
			  
			  -0-Total expenses
			  
			  
			  (0.98
			  )
			  
			  
			  (0.47
			  )
			  
			  
			  (0.19
			  )Ending unit value at September 30, 2007
			  
			  $
			  106.96
			  
			  
			  $
			  114.49
			  
			  
			  $
			  118.48
  These amounts were calculated based on the weighted average of monthly units outstanding by class.
    -9-
 *Table of Contents*
 
 Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsNet investment income
			  
			  
			  (1.96%
			  )
			  
			  
			  (1.92%
			  )
			  
			  
			  (2.02%
			  )Operating expenses and management fees
			  
			  
			  (0.93%
			  )
			  
			  
			  (0.42%
			  )
			  
			  
			  (0.17%
			  )Net income
			  
			  
			  (2.89%
			  )
			  
			  
			  (2.34%
			  )
			  
			  
			  (2.18%
			  )Rate of return
			  
			  
			  (2.84%
			  )
			  
			  
			  (2.35%
			  )
			  
			  
			  (2.10%
			  )
  The portfolio turnover rate for the quarter ended September 30, 2007 was 0.00%.
   Financial highlights were as follows for the nine months ended September 30, 2007:
  Per unit activity:
			  
			  
			  Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsBeginning net unit value at January 1, 2007
			  
			  $
			  105.21
			  
			  
			  $
			  111.05
			  
			  
			  $
			  113.39Net income from investments in investment funds
			  
			  
			  5.14
			  
			  
			  
			  5.47
			  
			  
			  
			  5.60Interest income
			  
			  
			  0.05
			  
			  
			  
			  0.05
			  
			  
			  
			  0.06Total income
			  
			  
			  5.19
			  
			  
			  
			  5.52
			  
			  
			  
			  5.66Management fees
			  
			  
			  (0.79
			  )
			  
			  
			  (0.84
			  )
			  
			  
			  -0-Incentive fees
			  
			  
			  (0.54
			  )
			  
			  
			  (0.69
			  )
			  
			  
			  -0-Administrative fees
			  
			  
			  (0.52
			  )
			  
			  
			  (0.54
			  )
			  
			  
			  (0.56
			  )Other expenses

			  
			  
			  (1.59
			  )
			  
			  
			  (0.01
			  )
			  
			  
			  (0.01
			  )Total expenses
			  
			  
			  (3.44
			  )
			  
			  
			  (2.08
			  )
			  
			  
			  (0.57
			  )Ending unit value at September 30, 2007
			  
			  $
			  106.96
			  
			  
			  $
			  114.49
			  
			  
			  $
			  118.48
  These amounts were calculated based on the weighted average of monthly units outstanding by class.
 Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsNet investment income
			  
			  
			  5.99%
			  
			  
			  
			  5.07%
			  
			  
			  
			  5.00%Operating expenses and management fees
			  
			  
			  (3.51%
			  )
			  
			  
			  (1.95%
			  )
			  
			  
			  (0.49%
			  )Net income
			  
			  
			  2.48%
			  
			  
			  
			  3.13%
			  
			  
			  
			  4.51%Rate of return
			  
			  
			  1.67%
			  
			  
			  
			  3.10%
			  
			  
			  
			  4.49%
  The portfolio turnover rate for the nine months ended September 30, 2007 was 0.00%.
   Financial highlights were as follows for the quarter ended September 30, 2006:
  Per unit activity:
			  
			  
			  Class A Units *
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsBeginning net unit value at July 1, 2006
			  
			  $
			  0.00
			  
			  
			  $
			  106.18
			  
			  
			  $
			  107.83Unit purchase value
			  
			  
			  100.00
			  
			  
			  
			  N/A
			  
			  
			  
			  N/ANet income from investments in investment funds
			  
			  
			  1.76
			  
			  
			  
			  0.32
			  
			  
			  
			  0.32Interest income
			  
			  
			  0.03
			  
			  
			  
			  0.08
			  
			  
			  
			  0.08Total income
			  
			  
			  1.79
			  
			  
			  
			  0.40
			  
			  
			  
			  0.40Management fees
			  
			  
			  (0.17
			  )
			  
			  
			  (0.27
			  )
			  
			  
			  -0-Administrative fees
			  
			  
			  (0.11
			  )
			  
			  
			  (0.17
			  )
			  
			  
			  (0.17
			  )Other expenses

			  
			  
			  (0.33
			  )
			  
			  
			  (0.01
			  )
			  
			  
			  (0.01
			  )Total expenses
			  
			  
			  (0.61
			  )
			  
			  
			  (0.45
			  )
			  
			  
			  (0.18
			  )Ending unit value at September 30, 2006
			  
			  $
			  101.18
			  
			  
			  $
			  106.13
			  
			  
			  $
			  108.05** Class A Units were first issued on August 1, 2006*
  These amounts were calculated based on the weighted average of monthly units outstanding by class.
    -10-
 *Table of Contents*
 
 
 Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsNet investment income
			  
			  
			  0.76%
			  
			  
			  
			  0.88%
			  
			  
			  
			  0.38%Operating expenses and management fees
			  
			  
			  (0.70%
			  )
			  
			  
			  (0.45%
			  )
			  
			  
			  (0.17%
			  )Net income
			  
			  
			  0.07%
			  
			  
			  
			  0.42%
			  
			  
			  
			  0.21%Rate of return
			  
			  
			  1.18%
			  
			  
			  
			  (0.04%
			  )
			  
			  
			  0.21%
  The portfolio turnover rate for the quarter ended September 30, 2006 was 13.21%.
   Financial highlights were as follows for the nine months ended September 30, 2006:
  Per unit activity:
			  
			  
			  Class A Units *
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsBeginning net unit value at January 1, 2006
			  
			  $
			  0.00
			  
			  
			  $
			  103.43
			  
			  
			  $
			  103.81Unit purchase value
			  
			  
			  100.00
			  
			  
			  
			  N/A
			  
			  
			  
			  N/ANet income from investments in investment funds
			  
			  
			  1.76
			  
			  
			  
			  4.64
			  
			  
			  
			  4.65Interest income
			  
			  
			  0.03
			  
			  
			  
			  0.13
			  
			  
			  
			  0.13Total income
			  
			  
			  1.79
			  
			  
			  
			  4.77
			  
			  
			  
			  4.78Management fees
			  
			  
			  (0.17
			  )
			  
			  
			  (0.80
			  )
			  
			  
			  -0-Incentive fees
			  
			  
			  -0-
			  
			  
			  
			  (0.74
			  )
			  
			  
			  -0-Administrative fees
			  
			  
			  (0.11
			  )
			  
			  
			  (0.52
			  )
			  
			  
			  (0.52
			  )Other expenses

			  
			  
			  (0.33
			  )
			  
			  
			  (0.01
			  )
			  
			  
			  (0.02
			  )Total expenses
			  
			  
			  (0.61
			  )
			  
			  
			  (2.07
			  )
			  
			  
			  (0.54
			  )Ending unit value at September 30, 2006
			  
			  $
			  101.18
			  
			  
			  $
			  106.13
			  
			  
			  $
			  108.05** Class A Units were first issued on August 1, 2006*
  These amounts were calculated based on the weighted average of monthly units outstanding by class.
  Class A Units
			  
			  
			  
			  Class B Units
			  
			  
			  
			  Class E UnitsNet investment income
			  
			  
			  0.76%
			  
			  
			  
			  2.05%
			  
			  
			  
			  4.43%Operating expenses and management fees
			  
			  
			  (0.70%
			  )
			  
			  
			  (2.50%
			  )
			  
			  
			  (0.50%
			  )Net income
			  
			  
			  0.07%
			  
			  
			  
			  (0.44%
			  )
			  
			  
			  3.93%Rate of return
			  
			  
			  1.18%
			  
			  
			  
			  2.61%
			  
			  
			  
			  4.08%
  The portfolio turnover rate for the nine months ended September 30, 2006 was 29.25%.
  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.
  *Liquidity.* There are no known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in the Registrant’s liquidity increasing or decreasing in any material way.  The Investee Pools that the Registrant invests in have varying liquidity opportunities ranging from monthly to annually.  The Registrant 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 material commitments for capital expenditures as of the end of the latest fiscal period outside the Fund’s normal operating expenditures.  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.
    -11-
 *Table of Contents*
 
  *Results of Operations.* The Fund is a collective investment pool.  The net assets of the pool continue to increase as new interests are issued.  Performance of the Fund may vary considerably from one period to the next.  Results may also vary considerably when compared to results from the same period in previous years.
  Investee Pool performance during the quarter ended September 30, 2007 coupled with ongoing operating expenses resulted in a net loss of 2.84% for Class A Units, a loss of 2.35% for Class B Units and a loss of 2.10% of Class E Units.  Comparative performance for the quarter ended September 30, 2006 resulted in a net gain of 1.18% for Class A Units, a net loss of 0.04% for Class B Units and a net gain of 0.21% for Class E Units.  Class A Units were first issued on August 1, 2006.  Differences in these results may be attributable to general market conditions, the timing of the sale of units by class, and the fact that Class E Units have no management or incentive fees.
  The collective performance of the Investee Pools was positive during the nine months ended September 30, 2007 and September 30, 2006.  Investee Pool performance coupled with ongoing operating expenses resulted in a net gain of 3.03% for the overall pool during the first nine months of 2007 and a net gain of 2.96% for the overall pool during the first nine months of 2006.  The net gain for the Class A Units was 1.67%; the net gain for the Class B Units was 3.10%; and the net gain for the Class E Units was 4.49%.  Comparative performance for the nine months ended September 30, 2006 resulted in a net gain of 1.18% for Class A Units, a net gain of 2.61% for Class B Units and a net gain of 4.08% for Class E Units.  Class A Units were first issued on August 1, 2006.  Differences in these results may be attributable to general market conditions.
  *Off-Balance Sheet Arrangements.* Not applicable.
  *Tabular Disclosure of Contractual Obligations.* Not applicable.
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk.
  The Fund is a speculative commodity pool and is a “fund-of-funds” which invests in other commodity pools known as Investee Pools.  The market sensitive instruments held by the Fund are acquired for speculative trading purposes, and all or a substantial amount of the Fund’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.
  Market movements result in frequent changes in the fair market value of the Fund’s holdings and, consequently, in its earnings and cash flow.  The Fund’s market risk is directly influenced by the market risk inherent in the trading of market sensitive instruments traded by Investee Pools.  Holdings by Investee Pools are influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Investee Pools’ open positions and the liquidity of the markets in which they trade.
  Investee Pools in which the Fund invests rapidly acquire and liquidate both long and short positions in a wide range of different markets.  Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund’s past performance is not indicative of its future results.  See Form 10 “Item 1A.  Risk Factors” for a discussion of trading and non-trading risk factors applicable to the Fund and Investee Pools.
  Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector.  The exposure by Investee Pools to various market sectors is not transparent to the Fund and therefore, it is not possible to calculate the Value at Risk in any particular market sector.  The Value at Risk exposure of the Fund with any given Investee Pool is the amount of capital invested with that Investee Pool, as set forth below.
    -12-
 *Table of Contents*
 
  September 30, 2007Fair Value of Market Risk Sensitive Instruments
			  
			  
			  Fair Value
			  
			  
			  
			  % of TotalAPM Hedged Global Commodity Fund, LDC
			  
			  $
			  7,743,020
			  
			  
			  
			  9.89%Aspect US Fund LLC
			  
			  
			  11,274,818
			  
			  
			  
			  14.40%CFM Discus Fund LTD
			  
			  
			  3,787,363
			  
			  
			  
			  4.84%FORT Global Contrarian, LP
			  
			  
			  15,162,715
			  
			  
			  
			  19.36%Global Commodity Systematic LP
			  
			  
			  1,655,989
			  
			  
			  
			  2.11%Grinham Diversified Fund (U.S.), LP
			  
			  
			  9,726,125
			  
			  
			  
			  12.42%HFR MF Diversified Select Master Trust
			  
			  
			  15,622,200
			  
			  
			  
			  19.95%Man-AHL Diversified II LP
			  
			  
			  5,071,443
			  
			  
			  
			  6.47%Welton Global Capital Markets Fund, Ltd.
			  
			  
			  8,275,903
			  
			  
			  
			  10.56%$
			  78,319,576
			  
			  
			  
			  100.00%
  Each Investee Pool establishes restrictions regarding when the Fund may withdraw its interests in the Investee Pool.  A summary of the frequency of withdrawal opportunities is set forth below:
  Withdrawal Opportunities of Investee Pools
			  
			  Withdrawals PermittedAPM Hedged Global Commodity Fund, LDC
			  
			  QuarterlyAspect US Fund LLC
			  
			  MonthlyCFM Discus Fund LTD
			  
			  MonthlyFORT Global Contrarian LP
			  
			  MonthlyGlobal Commodity Systematic LP (A-2 Units)
			  
			  MonthlyGlobal Commodity Systematic LP (B-2 Units)
			  
			  AnnuallyGrinham Diversified Fund (U.S.), LP
			  
			  MonthlyHFR MF Diversified Select Master Trust
			  
			  MonthlyMan-AHL Diversified II LP
			  
			  MonthlyWelton Global Capital Markets Fund, Ltd.
			  
			  Monthly
  Item 4.  Controls and Procedures.
  The Managing Partner and the Chief Compliance 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, including the determination of the Managing Member that the Fund file an amended Form 10-Q for the quarter ended September 30, 2007, they concluded that, as of September 30, 2007, the Fund’s disclosure controls were not effective. The Managing Member has taken a number of steps, including reorganization of financial reporting responsibilities and enhanced internal review procedures, to correct any insufficient controls and procedures to ensure proper reporting of information to the Securities and Exchange Commission.
  **PART II – OTHER INFORMATION**
  Item 1.  Legal Proceedings.
  The Managing Member is not aware of any material legal proceedings threatened or pending to which the registrant is a party or of which any of the registrant’s property is subject.
  Item 1A.  Risk Factors.
  There have been no material changes from risk factors previously disclosed in response to Item 1A to Part 1 of the registrant’s Form 10.
  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
  From January 1, 2007 through September 30, 2007, a total of 230,387.07 Units were sold for the aggregate net subscription amount of $25,874,342.  Units were only sold to "accredited investors" as that term is defined in Regulation D of the Securities Act of 1933, as amended (the "Securities Act").  Details of the sale of these interests are as follows:
    -13-
 *Table of Contents*
 
 
 Date of Sale
			  
			  
			  
			  Class of Units
			  
			  
			  
			  Subscription Amount
			  
			  
			  
			  Number of Units
			  
			  
			  
			  Price Per Unit01/01/2007
			  
			  
			  
			  Class A
			  
			  
			  $
			  392,300
			  
			  
			  
			  3,728.71
			  
			  
			  $
			  105.2101/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  1,046,950
			  
			  
			  
			  9,427.88
			  
			  
			  
			  111.0502/01/2007
			  
			  
			  
			  Class A
			  
			  
			  
			  240,000
			  
			  
			  
			  2,242.13
			  
			  
			  
			  107.0402/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  2,424,087
			  
			  
			  
			  21,424.27
			  
			  
			  
			  113.1502/01/2007
			  
			  
			  
			  Class E
			  
			  
			  
			  39,133
			  
			  
			  
			  337.75
			  
			  
			  
			  115.8603/01/2007
			  
			  
			  
			  Class A
			  
			  
			  
			  331,000
			  
			  
			  
			  3,192.41
			  
			  
			  
			  103.6803/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  7,064,725
			  
			  
			  
			  64,349.83
			  
			  
			  
			  109.7904/01/2007
			  
			  
			  
			  Class A
			  
			  
			  
			  395,000
			  
			  
			  
			  3,889.15
			  
			  
			  
			  101.5604/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  1,528,870
			  
			  
			  
			  14,192.26
			  
			  
			  
			  107.7305/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  1,091,411
			  
			  
			  
			  9,754.74
			  
			  
			  
			  111.8905/01/2007
			  
			  
			  
			  Class E
			  
			  
			  
			  40,432
			  
			  
			  
			  352.01
			  
			  
			  
			  114.8606/01/2007
			  
			  
			  
			  Class A
			  
			  
			  
			  110,000
			  
			  
			  
			  1,018.64
			  
			  
			  
			  107.9906/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  990,262
			  
			  
			  
			  8,623.55
			  
			  
			  
			  114.8307/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  7,674,978
			  
			  
			  
			  65,643.72
			  
			  
			  
			  117.2407/01/2007
			  
			  
			  
			  Class E
			  
			  
			  
			  198,688
			  
			  
			  
			  1,641.71
			  
			  
			  
			  121.0208/01/2007
			  
			  
			  
			  Class A
			  
			  
			  
			  179,000
			  
			  
			  
			  1,662.96
			  
			  
			  
			  107.6408/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  1,142,620
			  
			  
			  
			  9,950.85
			  
			  
			  
			  114.8308/01/2007
			  
			  
			  
			  Class E
			  
			  
			  
			  5,000
			  
			  
			  
			  42.15
			  
			  
			  
			  118.6309/01/2007
			  
			  
			  
			  Class A
			  
			  
			  
			  90,000
			  
			  
			  
			  886.85
			  
			  
			  
			  101.4809/01/2007
			  
			  
			  
			  Class B
			  
			  
			  
			  889,886
			  
			  
			  
			  8,205.50
			  
			  
			  
			  108.45$
			  25,874,342
			  
			  
			  
			  230,387.07
  (b)
			  Underwriters and Other Purchasers.The Units were not publicly offered.  Units were sold only to accredited investors.(c)
			  Consideration.All Units of the Fund were sold for cash as indicated by the Subscription Amount in the table above.(d)
			  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.(e)
			  Terms of Conversion or Exercise.Not applicable.(f)
			  Use of Proceeds.The proceeds from the sale of interests will be utilized by the Fund to invest in Investee Pools which engage in trading of futures, forward contracts, commodity interests and option contracts on the foregoing.  The Fund's Investee Pools and Portfolio Managers may trade in as many as thirty to over fifty markets in the six following sectors: currencies, precious and industrial metals, debt instruments, stock indices, agricultural commodities, and energy.The Managing Member estimates that 90% or more of the Fund's assets with Investee Pools or Portfolio Managers, including the assets used to satisfy margin and collateral requirements, indirectly will be invested in U.S. Treasury bills or notes or other CFTC-authorized investments or held in bank or bank money market accounts.  All interest earned on Fund assets directly invested in interest bearing investments will accrue to the Fund.  The balance of the Fund's assets will be held in cash in the Fund's bank accounts and will be used to maintain liquidity to pay Fund expenses.  The Fund will make no loans, whether by direct loan, commercial paper purchase or other form of loan, to the Managing Member, any affiliate or employee of the Managing Member or any other party, and will not invest in equity securities without prior notice to Members.  The Managing Member will not commingle the property of the Fund with the property of any other person or entity.
    -14-
 *Table of Contents*
 
  Item 3.  Defaults Upon Senior Securities.
  None.
  Item 4.  Submission of Matters to a Vote of Security Holders.
  None.
  Item 5.  Other Information.
  None.
  Item 6.  Exhibits.
  3.1
			  
			  Certificate of Formation of Aspen Diversified Fund LLC, dated April 7, 2005.3.2
			  
			  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, 200731.1
			  
			  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.31.2
			  
			  Certification of the Chief Compliance Officer of the Managing Member Pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended.32.1
			  
			  Certification of the Managing Partner of the Managing Member Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
			  
			  Certification of the Chief Compliance 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.
  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  Dated:  April 15, 2008Aspen Diversified Fund LLCBy:
			  Aspen Partners, Ltd., Managing Member/s/ Adam LangleyAdam LangleyChief Compliance Officer
    -15-