Exhibit 10.2
SAMPLE SELLING AGENT AGREEMENT
THIS AGREEMENT is made as of this ____ day of _________________, 2008, between
ASPEN DIVERSIFIED FUND LLC, a Delaware Limited Liability Company (the "Fund"),
ASPEN PARTNERS, LTD., a Delaware S Corporation (the "Manager"), and
_______________________________, a ________________ corporation (the "Selling
Agent").
RECITALS
WHEREAS, the Fund primarily invests its assets in underlying investee pools
managed by independent commodity trading advisors and other investment managers
organized for the purpose of investing its assets in futures, options on
commodity futures contracts, and forward contracts, as more fully described in
the Confidential Private Offering Memorandum dated February 15, 2006 (as amended
and supplemented from time to time, the "Memorandum").
WHEREAS, the Fund offers, sells and issues Class A and Class C units of limited
liability interest ("Units"), pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and
Regulation D promulgated thereunder.
WHEREAS, the Selling Agent has agreed to use its best efforts to procure
subscriptions of Units upon the terms set forth herein and in the Memorandum.
NOW THEREFORE, the parties hereto, in return for the mutual covenants contained
herein, and other good and valuable consideration, the adequacy and receipt of
which is hereby acknowledged, agree as follows:
1.
Appointment of Non-Exclusive Selling Agent.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE FUND
HEREBY APPOINTS THE SELLING AGENT AS ITS NON-EXCLUSIVE SELLING AGENT TO PROCURE
SUBSCRIPTIONS OF UNITS ON A BEST-EFFORTS BASIS IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT AND IN THE MEMORANDUM.
(B)
THE SELLING AGENT HEREBY ACCEPTS APPOINTMENT AS A NON-EXCLUSIVE SELLING
AGENT FOR THE FUND. THE SELLING AGENT ALSO AGREES TO USE ITS BEST EFFORTS TO
ENSURE COMPLIANCE WITH THE TERM AND CONDITIONS SET FORTH IN THIS AGREEMENT AND
IN THE MEMORANDUM BY ITS EMPLOYEES, OFFICERS, DIRECTORS OR OTHERS ACTING ON ITS
BEHALF. THE SELLING AGENT ALSO AGREES TO USE ITS BEST EFFORTS TO PROCURE
SUBSCRIPTIONS FOR UNITS AT THE PRICE AND IN THE MANNER DESCRIBED IN THE
MEMORANDUM.
(C)
THE FUND SHALL PROVIDE, AT NO COST TO THE SELLING AGENT, A REASONABLE
QUANTITY OF COPIES OF THE MEMORANDUM. IN ORDER TO SUBSCRIBE FOR UNITS, A
SUBSCRIBER MUST COMPLETE A SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY (THE
"SUBSCRIPTION DOCUMENTS") FOR THE FUND AND DELIVER THE SUBSCRIPTION DOCUMENTS TO
THE MANAGER TOGETHER WITH A WIRE TRANSFER OR CHECK IN THE FULL AMOUNT OF THE
SUBSCRIPTION. THE FUND, UPON RECEIPT OF THE SUBSCRIPTIONS DOCUMENTS AND SUCH
OTHER DOCUMENTS AS THE FUND MAY DEEM NECESSARY OR ADVISABLE, SHALL DETERMINE
WHETHER IT WISHES TO ACCEPT OR REJECT THE PROPOSED SUBSCRIPTION. THE SELLING
AGENT ACKNOWLEDGES THAT THE MANAGER MAY REJECT ANY SUBSCRIPTION IN WHOLE OR IN
PART IN ITS SOLE DISCRETION.
(D)
THE SELLING AGENT SHALL SUBMIT TO THE MANAGER, ON BEHALF OF EACH PERSON
DESIRING TO PURCHASE UNITS, THE SUBSCRIPTION DOCUMENTS, PURCHASER QUESTIONNAIRE
AND, IF THE PERSON IS A NON-UNITED STATES INVESTOR, A FORM W-8BEN.
2.
Fees and