``

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549






FORM 10-K/A


(Amendment No. 1)




þ  Annual Report Pursuant to Section 13 or 15(d)


of the Securities Exchange Act of 1934


For the Fiscal Year Ended:  December 31, 2010


or


 ̈  Transition Report Pursuant to Section 13 or 15(d)


of the Securities Exchange Act of 1934




Commission File Number:  000-53647




RICI®Linked – PAM Advisors Fund, LLC


(Exact name of registrant as specified in its charter)






Delaware

38-3743129(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)c/o Price Asset Management, Inc

141 West Jackson Blvd., Suite 1340A

Chicago, IL  60604

(Addraess of principal executive officer) (Zip code)


.


Registrant’s telephone number, including area code:   (312) 261-4431




Securities registered pursuant to Section 12(b) of the Act:   None




Securities registered pursuant to Section 12(g) of the Act:   RICI®Linked– PAMTotal Index Series LLC Interests


(Title of Class)




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes [  ]   No [X]




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes [  ]   No [X]




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [  ]




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes [X]   No [  ]




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [  ]




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer [  ]                                                                                         Accelerated Filer [  ]


Non-accelerated filer  [  ] (do not check if a smaller reporting company)    Smaller Reporting Company [X]
















Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes [   ]   No [ X ]




State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.




Not applicable.




Documents Incorporated by Reference




Registrant’s Financial Statements for the years ended December 31, 2010 and 2009 with Report of  Independent Registered Public Accounting Firm, the annual report to security holders for the fiscal year ended December 31, 2010, is incorporated by reference into Part IV Item 15.




2





EXPLANATORY NOTE




RICI Linked – PAM Advisors Fund LLC (the “Company”) is filing this Form 10-K/A (Amendment No. 1) to amend the Company’s disclosure in Item 9A, Controls and Procedures, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “Initial 10-K Filing”) to clarify that the certifications filed as exhibits with the Annual Report are applicable with respect to the Company as a whole as well as to each series of the Company individually.  Other than with respect to Item 9A (and new certifications required by Sections 302 and 906 of the Sarbanes/Oxley Act of 2002), this Form 10-K/A does not modify or update any disclosures set forth in the Initial 10-K Filing or reflect events subsequent thereto. Accordingly, this Form 10-K/A should be read in conjunction with the Initial 10-K Filing and the Company’s subsequent reports filed the Securities and Exchange Commission.




PART II




Item 9A.   Controls and Procedures




PAM, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Company and each Series as of the end of the period covered by this annual report, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective.




Changes in Internal Control over Financial Reporting




There were no changes in the Company’s or any of the Series’ internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, PAM’s internal control over financial reporting.




Management’s Annual Report on Internal Control over Financial Reporting




PAM is responsible for establishing and maintaining adequate internal control over the financial reporting of each Series individually, as well as the Company as a whole. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. PAM’s internal control over financial reporting includes those policies and procedures that:





•   pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of each Series individually, as well as the Company as a whole;





•   provide reasonable assurance that transactions are recorded as necessary to permit preparation of each Series’, as well as the Company’s, financial statements in accordance with generally accepted accounting principles, and that the receipts and expenditures of each Series individually, as well as the Company as a whole, are being made only in accordance with authorizations of PAM’s management and directors; and





•   provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of each Series individually, as well as the Company as a whole, that could have a material effect on the Series’ or the Company’s financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





The management of PAM assessed the effectiveness of its internal control over financial reporting with respect to each Series individually, as well as the Company as a whole, as of December 31, 2010. In making this











3





assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.  Based on its assessment, management has concluded that, as of December 31, 2010, PAM’s internal control over financial reporting with respect to each Series individually, as well as the Company as a whole, is effective based on those criteria.




The Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer, Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer, Section 1350 Certification of Principal Executive Officer and Section 1350 Certification of Principal Financial Officer, included as Exhibits hereto, are applicable with respect to each Series individually, as well as to the Company as a whole.




PART IV




Item 15.   Exhibits and Financial Statement Schedules





(a)(1)   Financial Statements




The following are included with the Report of Independent Registered Public Accounting Firm, a copy of which is filed as Exhibit 13.01. to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 30, 2011:




Report of Independent Registered Public Accounting Firm


Statements of Financial Condition


Condensed Schedules of Investments


Statements of Operations


Statements of Changes in Members’ Equity (Net Assets)


Notes to Financial Statements




(a)(2)   Financial Statement Schedules




All Schedules are omitted for the reason that they are not required or are not applicable because equivalent information has been included in the financial statements or the notes thereto.




(a)(3)   Exhibits as required by Item 601 of Regulation S-K




The following exhibits are included herewith.




Designation         Description




31.1                      Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer




31.2                      Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer




32.1                     Section 1350 Certification of Principal Executive Officer




32.2                     Section 1350 Certification of Principal Financial Officer






4








The following exhibits were filed by the Company with its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 30, 2011 and are incorporated herein by reference.Exhibit Designation
Description3.1
Third Amended and Restated Limited Liability Company Agreement of RICI® Linked – PAM Advisors Fund, LLC13.01
Report of Independent Registered Public Accounting FirmThe following exhibits were filed by the Company as a part of its Registration Statement on Form 10 (Reg. No. 000-53647) on April 29, 2009 and are incorporated herein by reference.Exhibit Designation
Description3.1
Certificate of Formation of RICI® Linked – PAM Advisors Fund, LLC10.1
Form of Trademark Sublicense Agreement between Beeland Management Company, L.L.C. and RICI® Linked – PAM Advisors Fund, LLC





``

5







SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) 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, on the 30th day of August, 2011.




RICI® Linked – PAM Advisors Fund, LLC

(Registrant)



By: Price Asset Management, Inc.

Managing Member



By: /s/Allen D. Goodman

Allen D. Goodman

Principal Financial Officer


















``

``

6


EXHIBIT INDEX





The following exhibits are included herewith.




Designation                      Description




31.1                           Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer




31.2                          Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer




32.1                         Section 1350 Certification of Principal Executive Officer




32.2                         Section 1350 Certification of Principal Financial Officer




The following exhibits were filed by the Company with its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 30, 2011 and are incorporated herein by reference.




Exhibit Designation
Description3.1
Third Amended and Restated Limited Liability Company Agreement of RICI® Linked – PAM Advisors Fund, LLC13.01
Report of Independent Registered Public Accounting Firm


The following exhibits were filed by the Company as a part of its Registration Statement on Form 10 (Reg. No. 000-53647) on April 29, 2009 and are incorporated herein by reference.




Exhibit Designation
Description3.1
Certificate of Formation of RICI® Linked – PAM Advisors Fund, LLC10.1
Form of Trademark Sublicense Agreement between Beeland Management Company, L.L.C. and RICI® Linked – PAM Advisors Fund, LLC