10-Q 1 aspendiversified10q033113.htm aspendiversified10q033113.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2013

 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period:                               to                                

Commission File Number:  000-52544
 
Aspen Diversified Fund LLC
(Exact name of registrant as specified in its charter)
 
Delaware 32-0145465
(State or other jurisdiction of 
incorporation or organization)
 (IRS Employer Identification No.)
 
4200 Northside Parkway
Building 11, Suite 200
Atlanta, GA 30327
(Address of principal executive offices) (Zip Code)
 
(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 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.

x Yes                  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes                  o No
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer                                      o Accelerated filer

o Non-accelerated filer                                      x Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
o Yes                 x No
 
 
Table of Contents
 
 

Part I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Aspen Diversified Fund LLC
Interim Statements of Assets and Liabilities
 
   
(Unaudited)
        
   
March 31,
    
December 31,
  
   
2013
    
2012
  
ASSETS
            
             
Investments:
            
Investments in investment funds--at fair value--Note C
(cost: $18,292,773 at March 31, 2013
and December 31, 2012, respectively)
   $ 20,058,318     $ 18,961,635  
Unrealized gain on futures contracts -- at fair value -- Note C & G
     1,345,064       1,335,464  
                 
Total investments
     21,403,382       20,297,099  
Cash and cash equivalents
     24,766,960       28,091,840  
Other receivables
     150,286       150,381  
                 
TOTAL ASSETS
   $ 46,320,628     $ 48,539,320  
                 
                 
LIABILITIES AND NET ASSETS
                
                 
LIABILITIES
                
Unrealized loss on futures contracts -- at fair value -- Note C & G
   $ 1,204,309     $ 1,008,676  
Trailing commissions payable
     4,469       4,832  
Management, incentive, and administrative fees payable--Note E
     44,418       47,119  
Accounts payable
     106,945       87,049  
Managed account fees payable
     62,609       70,619  
Membership redemptions payable
     1,422,882       514,513  
                 
TOTAL LIABILITIES
     2,845,632       1,732,808  
                 
                 
NET ASSETS--Note D
     43,474,996       46,806,512  
                 
TOTAL LIABILITIES AND NET ASSETS
   $ 46,320,628     $ 48,539,320  
 
See notes to interim financial statements.
 
 
Aspen Diversified Fund LLC
Interim Statements of Operations
(Unaudited)
 
   
For the three months ended
    
For the three months ended
  
   
March 31, 2013
    
March 31, 2012
  
             
             
Investment income (loss)            
Realized and unrealized gain (loss) on investments--Note C
            
Realized gain (loss) on investments   $ 208,100     $ (275,084 )
Unrealized gain (loss) on investments     1,112,950       (892,060 )
Net realized and unrealized gain (loss) on investments
     1,321,050       (1,167,144 )
                 
Other loss
     (94 )     (880 )
TOTAL INVESTMENT INCOME (LOSS)
     1,320,956       (1,168,024 )
                 
Operating expenses--Note E                
Management and incentive fees
     99,852       195,849  
Administrative expenses
     38,239       72,191  
Managed account fees
     106,055       276,704  
Trailing commissions
     13,762       42,790  
Miscellaneous operating expenses
     58,113       43,069  
TOTAL OPERATING EXPENSES
     316,021       630,603  
                 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
   $ 1,004,935     $ (1,798,627 )
 
 
See notes to interim financial statements.
 
 
Aspen Diversified Fund LLC
Interim Statements of Changes in Net Assets
(Unaudited)
 
   
For the three months ended
    
For the three months ended
  
   
March 31, 2013
    
March 31, 2012
  
             
             
Net assets at beginning of period
   $ 46,806,512     $ 83,713,162  
                 
Capital contributions
     244,640       4,006,073  
                 
Redemptions
     (4,581,091 )     (6,547,084 )
                 
Net increase (decrease) from operations
     1,004,935       (1,798,627 )
                 
     NET ASSETS AT END OF PERIOD
   $ 43,474,996     $ 79,373,524  
 
 
See notes to interim financial statements.
 
 
Aspen Diversified Fund LLC
Interim Statements of Cash Flows
(Unaudited)
 
   
For the three months ended
    
For the three months ended
  
   
March 31, 2013
    
March 31, 2012
  
             
CASH FLOWS FROM OPERATING ACTIVITIES            
Net increase (decrease) in net assets resulting from operations
   $ 1,004,935     $ (1,798,627 )
Adjustments to reconcile net increase (decrease) in net assets resulting
from operations to cash provided by (used in) operating activities:		                
Proceeds from disposition of investments     410,400       20,748  
Realized (gain) loss on investments     (208,100 )     275,084  
Unrealized (gain) loss on investments     (1,112,950 )     892,060  
Increase in redemptions receivable     -0-       (300,000 )
Decrease in interest and other receivables     95       45,422  
Decrease in trailing commissions payable     (363 )     (137 )
Increase (decrease) in accounts payable     19,896       (10,433 )
(Decrease) increase in managed accounts fees payable     (8,010 )     60,837  
Decrease in management, incentive and administrative fees payable     (2,701 )     (526 )
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
     103,202       (815,572 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Capital contributions received from members
     244,640       867,073  
Membership redemptions
     (3,672,722 )     (4,126,667 )
                 
NET CASH USED IN FINANCING ACTIVITIES
     (3,428,082 )     (3,259,594 )
                 
NET DECREASE IN CASH AND CASH EQUIVALENTS
     (3,324,880 )     (4,075,166 )
                 
Cash and cash equivalents at beginning of period
     28,091,840       64,356,685  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 24,766,960     $ 60,281,519  
                 
Cash paid for interest
   $ -0-     $ -0-  
Cash paid for taxes
   $ -0-     $ -0-  
 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
      
                             
At March 31, 2013 and 2012 the Fund had membership redemptions payable of $1,422,882 and $4,838,686, respectively.
  
                             
At March 31, 2013 and 2012 the Fund had non-cash redemptions of $229,640 and $0 respectively, of which were non-cash transfers to capital contributions received from members.
 
See notes to interim financial statements.
 
 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE A – DESCRIPTION OF BUSINESS
 
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 offers units in multiple classes (Class A, B, C, D and E).  As of March 31, 2013, no Class D units were outstanding.    The Fund is a speculative commodity pool and is a “fund-of-funds” which invests in other commodity pools known as “Investee Pools” as well as separately managed accounts (together with Investee Pools, “Investment Funds”) managed by independent commodity trading advisors (“CTAs”), or other portfolio managers (together “Portfolio Managers”).
 
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies are presented to assist the reader in understanding the Fund’s financial statements:
 
Basis of Presentation: The accompanying unaudited financial statements of the Fund have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) 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 GAAP 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 period 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.
 
Valuation of Investments in Investment Funds: The Fund values investments in investment funds for which there is no ready market at fair value as determined by Aspen Partners, Ltd. (the “Managing Member”).

The valuation of Investment Funds purchased or held by the Fund ordinarily are based on the value provided most recently to the Managing Member by each Investment Fund, which the Managing Member believes to be reliable and which reflects the amount that the Fund might reasonably expect to receive for the position if the Fund’s interest were redeemed at the time of valuation. The Managing Member’s reliance on or consideration of the values of Investment Funds will be based on: (i) due diligence performed prior to making an investment in an Investment Fund; (ii) ongoing due diligence and monitoring; (iii) periodic variation analysis and review by the Fund and/or the Fund’s auditors; and (iv) any other information reasonably available from the market or other third parties.
 
 
In certain circumstances, the Managing Member may determine that the value provided by an Investment Fund does not represent the fair value of the Fund’s interests in the Investment Fund. This determination may be based upon, among other things: (i) the absence of transaction activity in interests in a particular Investment Fund; (ii) the imposition by an Investment Fund of extraordinary restrictions on redemptions, including limitations on the percentage of Investment Fund assets that may be redeemed during a certain time period; (iii) a determination by the Managing Member that it would be impracticable to liquidate the Fund’s holdings in a particular Investment Fund; (iv) a conclusion that the Investment Fund’s valuation was based on valuation procedures that do not provide for valuation of underlying securities at market value or fair value as appropriate; (v) actual knowledge (if any) of the value of underlying portfolio holdings; (vi) ongoing due diligence and monitoring that indicates that the valuation provided by the Investment Fund is not reliable, such as significant variations between estimates and final values provided by an Investment Fund or lesser variations that occur on a regular basis with respect to a specific Investment Fund; or (vii) available market data or other relevant circumstances, including unusual or extraordinary circumstances.


Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE B –SIGNIFICANT ACCOUNTING POLICIES – Continued

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

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

Valuation of Investments in Futures and Options Contracts:  These instruments include open trade equity positions (futures and options contracts and currency forwards) that are actively traded on commodities exchanges with quoted pricing for corroboration. Futures and options contracts and currency forwards are reported at fair value using Level 1 inputs, as described in “Investment Valuations” below.  Investments in Futures contracts further include open trade equity that are quoted prices for identical or similar assets that are traded on active markets.

Investment Income:  Investment income includes realized and unrealized gains and losses from the Fund’s investments in investment funds, managed accounts and interest income.  Income earned and expenses incurred by the investment funds are passed to the Fund based on the Fund’s percentage ownership in each respective fund.  Investment transactions are recorded on the trade date.
 
Income Taxes: No provision for income taxes has been made in the accompanying financial statements as all items of the Fund’s income, loss, deduction and credit are passed through to, and taken into account by, the Fund’s members on their own income tax returns. The primary difference between accounting of income for financial statement purposes and accounting of income for tax purposes relates to certain gains and losses that are not immediately realized for income tax purposes.  There were no material differences between the cost basis of the Fund’s assets and liabilities for financial and income tax reporting purposes for the period ended March 31, 2013.
 
The Fund has reviewed all open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on the tax return for the most recent fiscal year-end.  The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
 
Cash and Cash Equivalents:  For purposes of reporting cash flows, the Fund considers demand deposits and all unrestricted, highly liquid investments with original maturities of three months or less, which can be readily converted to cash on demand, without penalty, to be cash equivalents.  The unlimited insurance coverage for noninterest-bearing transaction accounts provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act expired on December 31, 2012.  Beginning January 1, 2013 deposits held in noninterest-bearing transaction account are now insured up to $250,000.   Cash in managed accounts is held by Newedge USA, LLC and R.J. O’Brien & Associates, LLC to secure trading positions in currency and commodity futures.  These funds are privately insured by the Securities Investor Protection Corporation (“SIPC”) as such limits may be amended from time to time.
 
 
Aspen Diversified Fund LLC
Notes to Financial Statements

NOTE B –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Aspen Diversified Fund LLC
Cash Held in Excess of Federally Insured Limits

Description
  
Balance as of
March 31, 2013
    
Balance as of
December 31, 2012
  
Cash in bank
   $ 5,076,702     $ 8,700,352  
Cash held in managed accounts
     19,690,598       19,394,259  
Total bank balance
     24,767,300       28,094,611  
Insured by FDIC
     (500,000 )     (8,700,352 )
Insured by SIPC
     (500,000 )     (500,000 )
Uninsured, uncollateralized balance
   $ 23,767,300     $ 18,894,259  

Estimates: The preparation of financial statements in conformity with GAAP 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.
 
Investment Valuations: In accordance with GAAP, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.
 
The three-tier hierarchy of inputs is summarized below.
 
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
 
Level 2 Inputs – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 Inputs – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE B –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety. All assets and liabilities are measured at fair value on a recurring basis by level within the fair value hierarchy as reported on the Interim Statements of Assets and Liabilities.
 
NOTE C – INVESTMENTS IN INVESTMENT FUNDS AND FUTURES AND OPTIONS CONTRACTS

At March 31, 2013 and during the three months then ended, investments and net realized and unrealized gains on investment funds and futures and options contracts consisted of the following:

   
Gains
for the three
months ended
March 31, 2013
    
Cost Basis
as of
March 31, 2013
    
Fair Value
as of
March 31, 2013
    
% of Fund’s
Net Assets
as of
March 31, 2013
  
Investment Funds and Futures and Options Contracts:
                        
Aspen Commodity Long/Short Fund, LLC
   $ 277,398     $ 14,721,167     $ 14,961,269       34.41 %
Crabel Fund, LP
     819,285       3,571,606       5,097,049       11.72 %
Total investment funds
     1,096,683       18,292,773       20,058,318       46.13 %
                                 
Futures and options contracts, net
     224,367       -0-       140,755       0.33 %
                                 
Total
   $ 1,321,050     $ 18,292,773       20,199,073       46.46 %
                                 
Other assets, less liabilities
                     23,275,923       53.54 %
                                 
Net assets
                   $ 43,474,996       100.00 %

Included in the net gain from the investment in the Crabel Fund LP for the three months ended March 31, 2013  is a deduction for management fees of $39,056 and incentive fees of $350,151. Aspen Commodity Long/Short Fund, LLC does not charge a fee.
 
 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE C – INVESTMENTS IN INVESTMENT FUNDS AND FUTURES AND OPTIONS CONTRACTS – Continued

At March 31, 2013, the fair value measurements were as follows:

Fair Value Measurement
  
Quoted Prices in
Active Markets
(Level 1)
    
Significant Other
Observable Inputs
(Level 2)
    
Significant
Unobservable Inputs
(Level 3)
  
Investments in investment funds
   $ -0-     $ 20,058,318     $ -0-  
Unrealized gain on futures and options contracts, net
     140,755       -0-       -0-  
Total
   $ 140,755     $ 20,058,318     $ -0-  

At March 31, 2013, the Fund’s investments in futures and options contracts and net unrealized gain (losses) by type were as follows:

Futures Contract Type
  
Net Unrealized Gains (Losses)
  
Foreign exchange contracts
   $ (9,168 )
Commodity futures and options contracts
     149,923  
Total
   $ 140,755  

At December 31, 2012 and during the three months ended March 31, 2012, investments and net realized and unrealized gains (losses) on investment funds and futures and options contracts consisted of the following:

Investment Funds and Futures and Options Contracts
  
Gains/(Losses)
for the three
months ended
March 31, 2012
    
Cost Basis
as of
December 31, 2012
    
Fair Value
as of
December 31, 2012
    
% of Fund’s Net Assets
  
Investment funds:
                        
Aspen Commodity Long Short Fund, LLC
     (93,543 )     14,721,167       14,683,870       31.37 %
Crabel Fund, LP
     356,330       3,571,606       4,277,765       9.14 %
Total investment funds
   $ 262,787       18,292,773       18,961,635       40.51 %
                                 
Futures and options contracts, net
     (1,429,931 )     -0-       326,788       0.70 %
                                 
TOTAL
   $ (1,167,144 )   $ 18,292,773       19,288,423       41.21 %
                                 
Other assets, less liabilities
                     27,518,089       58.79 %
                                 
Net assets
                   $ 46,806,512       100.00 %
 
Included in the net gain from the investment in the Crabel Fund LP for the three months ended March 31, 2012 is a deduction for management fees of $60,051 and incentive fees of $-0-. Aspen Commodity Long/Short Fund, LLC does not charge a fee.

 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

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

At December 31, 2012, the fair value measurements were as follows:

Description
  
Quoted Prices in
Active Markets
(Level 1)
    
Significant Other
Observable Inputs
(Level 2)
    
Significant
Unobservable Inputs
(Level 3)
  
Investments in investment funds
   $ -0-     $ 18,961,635     $ -0-  
Unrealized gains on futures and options contracts, net
     326,788       -0-       -0-  
Total
   $ 326,788     $ 18,961,635     $ -0-  

At December 31, 2012, the Fund’s investments in futures and options contracts and net unrealized gains by type were as follows:

 
Futures Contract Type
  
Net Unrealized
Gains
  
 Foreign exchange contracts
   $ 32,485  
 Commodity futures and options contracts
     294,303  
 Total
   $ 326,788  

The investment objectives and redemption policies for the investment funds and managed accounts in which the Fund was invested as of March 31, 2013 were as follows:
 
Investment Funds & Managed Accounts
  
Investment Objective
  
Redemption Permitted
ADF Trading Company I, LLC
(Welton Investment Corporation)
  
Systematic Trend Follower
  
Daily
ADF Trading Company IV, LLC
(Blackwater Capital Management, LLC)
  
Systematic Trend Follower
  
Daily
ADF Trading Company V, LLC
(Abraham Trading Company)
  
Systematic Trend Follower
  
Daily
ADF Trading Company VII, LLC
(Aspen Partners Ltd)
  
Systematic Trend Follower
  
Daily
ADF Trading Company IX, LLC
(Eckhardt Trading Company)
  
Systematic Trend Follower
  
Daily
ADF Trading Company X, LLC
(Saxon Investment Corporation)
  
Systematic Trend Follower
  
Daily
ADF Trading Company XI, LLC
(Rotella Investment Corporation)
  
Systematic Trend Follower
  
Daily
ADF Trading Company XII, LLC
(Tactical Investment Management Corporation)
  
Systematic Trend Follower
  
Daily
Aspen Commodity Long Short Fund, LLC
  
Commodity Specialist
  
Monthly
Crabel Fund, LP.
  
Systematic Short Term
  
Monthly

 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

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

The investment funds engage primarily in speculative trading of U.S. and foreign futures contracts and options on U.S. and foreign futures contracts, and foreign currency transactions.  The investment funds are exposed to both market risks – the risk arising from changes in the market value of the contracts and credit risk – the risk of failure by another party to perform according to the terms of a contract. Furthermore, certain of the investment funds include restrictions as to the minimum amount of time that an investor must remain invested in the investment fund.
 
The Fund is required to disclose any investments that exceed 5% of the Fund’s net assets at year end.  Information is not available to determine if an individual investment held by any of the Investment Funds exceeded 5% of the Fund’s net assets at March 31, 2013 and December 31, 2012.
 
NOTE D – NET ASSETS
 
The Fund maintains separate capital accounts for its members.  Net profits, net losses and expenses attributable to each class are allocated to the members holding units of each class in proportion to their respective unit ownership percentages.

Each member may withdraw all or any portion of his/her capital account as of the end of each calendar month, provided that the withdrawing member gives at least ten business days prior written notice.
 
The Fund admits members only on the first day of each month.  At March 31, 2013 and December 31, 2012, the Fund had received no capital contributions  that were credited to the members’ capital accounts on the first day of the following month or in a future admission period.  
 
The Fund may be dissolved at any time by the determination of the Managing Member to dissolve and liquidate the Fund.

NOTE E – RELATED PARTY TRANSACTIONS
 
The Fund pays various monthly fees to the Managing Member, Aspen Partners, Ltd., which vary by unit class.  The annual fee percentages by unit class are as follows:

   
Class A
Units
    
Class B
Units
    
Class C
Units
    
Class D
Units
    
Class E
Units
  
Management fees
     1.00 %     1.00 %     0.75 %     1.00 %     0.00 %
Incentive fees
     10.00 %     10.00 %     7.50 %     10.00 %     0.00 %
Administrative fees
     0.35 %     0.35 %     0.10 %     0.70 %     0.35 %

In addition, the Fund pays its operating expenses and custody fees.  The operating expenses will be allocated pro-rata to each class of units.  The custody fees will be paid by each class as incurred.

The incentive fees are equal to the applicable percentage of the new investment profits earned monthly by class over the high water mark (i.e., the highest level of cumulative trading profits as of any previous calendar month-end).  During the three months ended March 31, 2013 and 2012, the Fund recognized management and incentive fee expenses of $99,852 and $195,849, respectively.  No incentive fees were paid during three months ended March 31, 2013 and 2012 respectively.
 
During the three months ended March 31, 2013 and 2012, the Fund recognized administrative fee expenses of $38,239 and $72,191, respectively.
 
At March 31, 2013 and December 31, 2012, management fees, incentive fees and administrative fees payable consisted of $44,418 and $47,119 respectively.
 

Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE E – RELATED PARTY TRANSACTIONS – Continued

Interests in the Fund are marketed through Frontier Solutions, LLC a registered Broker/Dealer. As of March 31, 2013, there were no fees paid to Frontier Solutions by the Fund.

Aspen Diversified Fund’s investment in Aspen Commodity Long/Short Fund LLC was $14,961,269 and $14,683,870 as of March 31, 2013 and December 31, 2012 respectively.   The Funds are managed by the Managing Member.

NOTE F – FINANCIAL HIGHLIGHTS
 
Financial highlights were as follows for the three months ended March 31, 2013:

Per unit activity:
  
Class A
Units
    
Class B
Units
    
Class C
Units
    
Class D
Units †
    
Class E
Units
  
Beginning net unit value at December 31, 2012
   $ 94.88     $ 112.39     $ 88.63       N/A     $ 124.28  
                                         
Net gain from investments in investment funds
     2.74       3.24       2.56       N/A       3.59  
Interest income
     0.00       0.00       0.00       N/A       0.00  
Total investment gain
     2.74       3.24       2.56       N/A       3.59  
                                         
Management & incentive fees
     (0.24 )     (0.28 )     (0.17 )     N/A       0.00  
Administrative fees
     (0.08 )     (0.10 )     (0.02 )     N/A       (0.11 )
Other expenses
     (0.83 )     (0.40 )     (0.31 )     N/A       (0.44 )
Total operating expenses
     (1.15 )     (0.78 )     (0.50 )     N/A       (0.55 )
                                         
Ending unit value at March 31, 2013
   $ 96.47     $ 114.85     $ 90.69       N/A     $ 127.32  
 
† Class D units had not yet been issued as of March 31, 2013.
  

These amounts were calculated based on the weighted average of monthly units outstanding by class.

   
Class A
Units
    
Class B
Units
    
Class C
Units
    
Class D
Units
    
Class E
Units
  
Net investment income
     2.90 %     2.82 %     2.58 %     N/A       2.85 %
Operating expenses
     (1.17 %)     (0.68 %)     (0.52 %)     N/A       (0.44 %)
Net income
     1.73 %     2.14 %     2.06 %     N/A       2.41 %
Total return
     1.69 %     2.18 %     2.32 %     N/A       2.44 %

The portfolio turnover rate for the three months ended March 31, 2013 was 0%.  The portfolio turnover rate is a measure of portfolio activity, calculated by dividing the lesser of purchases or sales of securities, excluding securities having maturity dates at acquisition of one year or less, by the average value of the portfolio securities held during the period.  As of March 31, 2013, the Fund had no investment purchases or redemptions.
 
 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE F – FINANCIAL HIGHLIGHTS – Continued

Financial highlights were as follows for the three months ended March 31, 2012:

Per unit activity:
  
Class A
 Units
    
Class B
 Units
    
Class C
 Units
    
Class D
 Units †
    
Class E
 Units
  
Beginning net unit value at December 31, 2011
   $ 100.61     $ 116.92     $ 91.73       N/A     $ 127.99  
                                         
Net loss from investments in investment funds
     (1.36 )     (1.59 )     (1.24 )     N/A       (1.74 )
Interest income
     0.00       0.00       0.00       N/A       0.00  
Total investment loss
     (1.36 )     (1.59 )     (1.24 )     N/A       (1.74 )
                                         
Management & incentive fees
     (0.25 )     (0.29 )     (0.17 )     N/A       0.00  
Administrative fees
     (0.09 )     (0.10 )     (0.02 )     N/A       (0.11 )
Other expenses
     (0.86 )     (0.44 )     (0.35 )     N/A       (0.47 )
Total operating expenses
     (1.20 )     (0.83 )     (0.54 )     N/A       (0.58 )
                                         
Ending unit value at March 31, 2012
   $ 98.05     $ 114.50     $ 89.95       N/A     $ 125.67  
 
† Class D Units had not yet been issued as of March 31, 2012.
  

These amounts were calculated based on the weighted average of monthly units outstanding by class.

   
Class A
Units
    
Class B
Units
    
Class C
Units
    
Class D
Units
    
Class E
Units
  
Net investment loss
     (1.34 %)     (1.36 %)     (1.37 %)     N/A       (1.36 %)
Operating expenses
     (1.20 %)     (0.71 %)     (0.58 %)     N/A       (0.45 %)
Net loss
     (2.54 %)     (2.07 %)     (1.95 %)     N/A       (1.81 %)
Total return
     (2.55 %)     (2.06 %)     (1.93 %)     N/A       (1.81 %)

The portfolio turnover rate for the three months ended March 31, 2012 was 0.34%.  The portfolio turnover rate is a measure of portfolio activity, calculated by dividing the lesser of purchases or sales of securities, excluding securities having maturity dates at acquisition of one year or less, by the average value of the portfolio securities held during the period.
 
NOTE G – INVESTMENTS IN DERIVATIVES CONTRACTS

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

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

Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE G – INVESTMENTS IN DERIVATIVES CONTRACTS- Continued

Forward Contracts

Forward currency and commodities transactions are contracts for delayed delivery of specific currencies and commodities in which the seller agrees to make delivery at a specified date. The Fund enters into these contracts as speculative investments in the change in value of foreign currencies.  Risks associated with foreign currency and commodities contracts include the inability of counterparties to meet the terms of their contracts as well as movements in fair value and exchange rates. Changes in unrealized appreciation or depreciation of the investments are recognized as unrealized gains and losses in the Interim Statements of Operations.

Futures and Options Contracts

A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities and commodities, interest rates or foreign currencies.

Futures contracts provide reduced counterparty risk to the Fund since futures are exchange-traded. The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Payments are made or received by the Fund each day, depending on the fluctuations in the contract value, and are recorded as unrealized gains or losses in the interim statement of operations.

An options contract gives the Fund the right, but not the obligation, to buy or sell within a limited time, a financial instrument, commodity or currency at a contracted price that may be settled in cash, based on the differentials between specified indices or prices. The Fund may enter into options to speculate on the price movements of the financial instrument underlying the option, or for use as an economic hedge against certain equity positions held in the Fund’s portfolio holdings.  Options written by the fund may expose the Fund to the market risk of an unfavorable change in the financial instrument underlying the written option.

The volume of the Fund’s derivative activities based on their notional amounts and number of contracts as of March 31, 2013 and December 31, 2012 are as follows:

March 31, 2013
  
Long Exposure
    
Short Exposure
  
Primary underlying risk
  
Notional
Amounts
    
Number of Contracts
    
Notional
Amounts
    
Number of Contracts
  
Foreign currency exchange rate
Forward contracts
   $ 1,808,500       1     $ 1,808,500       2  
Commodity price
Futures and options contracts
     117,111,670       1,395       27,217,977       344  
    $ 118,920,170       1,396     $ 29,026,477       346  
 
December 31, 2012
  
Long Exposure
    
Short Exposure
  
Primary underlying risk
  
Notional
Amounts
    
Number of Contracts
    
Notional
Amounts
    
Number of Contracts
  
Foreign currency exchange rate
Forward contracts
   $ 6,244,810        6,162,927     $ -0-       -0-  
Commodity price
Futures and options contracts
       120,603,395         1,360        28,903,047         316  
    $ 126,848,205       6,164,287     $ 28,903,047       316  
 
 
Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE G – INVESTMENTS IN DERIVATIVES CONTRACTS- Continued

The fair value amounts of derivative instruments in the interim statement of assets and liabilities as derivative contracts, categorized by primary underlying risk as of March 31, 2013 and December 31, 2012 are as follows:
 
   
March 31, 2013
    
December 31, 2012
  
 
Primary underlying risk
  
Derivative Assets
    
Derivative Liabilities
    
Derivative
 Assets
    
Derivative Liabilities
  
                         
Foreign currency exchange rate
Forward contracts
   $ 6,331     $ 15,499     $ 44,676     $ 12,191  
Commodity price
Futures and options  contracts
     1, 338,733       1,188,810       1,290,788       996,485  
Gross derivative assets and liabilities
     1, 345,064       1,204,309       1,335,464       1,008,676  
Less: Master netting arrangements
     -0-       -0-       -0-       -0-  
Less: Cash collateral applied
     -0-       -0-       -0-       -0-  
Net derivative assets and liabilities
   $ 1,345,064     $ 1, 204,309     $ 1,335,464     $ 1,008,676  

The net gain and loss amounts included in the interim statement of operations as net realized and unrealized gains (losses) on investments, categorized by underlying risk for the three months ended March 31, 2013 and 2012 are as follows:
 
   
For Three Months Ended
    
For Three Months Ended
  
Primary underlying risk
  
March 31, 2013
    
March 31, 2012
  
             
Foreign currency exchange rate
Forward contracts
   $ (59,280 )   $ (30,473 )
Commodity price
Futures and options contracts
     323,919       (1,287,131 )
Total
   $ 264,639     $ (1,317,604 )

For the three months ended March 31, 2013 and 2012, futures and options contracts per Note C are presented net of interest income and expense and commission expense for a net decrease of $40,272 and $112,327, respectively.
 
 
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 Fund’s liquidity increasing or decreasing in any material way.  However, duing the three months ended March 31, 2013 the Fund has had redemptions including non-cash transactions of $4,581,091. The Investment Funds in which the Fund invests have varying liquidity opportunities ranging from daily to monthly.  The Fund maintains a limited cash position, but retains sufficient cash to cover current and anticipated liabilities including withdrawal requests by members.  Redemption requests could be delayed due to liquidity constraints of Investment Funds.  Additionally, no material deficiencies in liquidity were identified and there were no material unused sources of liquid assets.

Capital Resources.  There are no commitments for capital expenditures as of the end of the latest fiscal period.   The Fund anticipates offering interests on a continuing basis.  Each additional investment received increases the total capital available for investment.  There are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Fund’s capital resource arrangements at the present time.

Results of Operations.  The Fund is a collective investment pool.   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.

The collective performance results of the Investment Funds were positive during the three months ended March 31, 2013.  The Fund’s performance resulted in an overall gain for the three months ended March 31, 2013 of 2.194%.  The returns per class were as follows: 1.69% for Class A units; 2.18% for Class B units; 2.32% for Class C units; and 2.44% for Class E units.  Comparative performance coupled with ongoing operating expenses for the three months ended March 31, 2012 resulted in an overall negative return per class as follows: (2.55%) for Class A units; (2.06%) for Class B units; (1.93%) for Class C units; and (1.81%) for Class E units.  Class A units were first issued August 1, 2006; Class B units were first issued August 1, 2005; Class C units were first issued on April 1, 2008; and Class E units were first issued July 1, 2005.  Differences in these results may be attributable to general market conditions, timing of investments, and the differences in fee structures by class.

The Fund gained 2.194% for the first quarter of 2013.  The Fund profited 2.00% in January 2013, buoyed by favorable conditions in all market sectors.  January 2013 was an excellent example of the ability of managed futures to gain alongside stocks.  Typically, an environment rife with trends is synonymous with increasing volatility.  But in January 2013, the bulk of trends occurred in risk assets and levels of volatility actually declined.  One of our more notable positions was in equity futures, as investors left the safety of government bonds in a search for bigger returns.  Profits were magnified as the Fund benefitted from both rising stocks and falling fixed income prices.  Currencies also produced significant gains.  Short positions in the yen and long positions in the Euro were especially profitable, as the newly elected Japanese government recently pledged to aggressively tackle deflation while the Euro rally versus the dollar has now extended to six months.   Foreign stock indexes were also accretive.  Trading in sugar, heating oil, gold and corn also produced gains.  Short-term strategies fared the best, as intraday volatility were at levels that made that strategy extremely profitable.  Commodity-focused managers generally underperformed their more diversified counterparts.  The Fund’s allocations to grain and soft-focused advisors proved to be an exception to this rule, as those markets experienced rallies that took prices above resistance levels.  Trend-following strategies were also profitable, with intermediate-term Commodity Trading Advisors (CTA) gaining ground over longer-term CTAs.

The Fund lost -0.891% in February 2013, as turbulent market conditions proved challenging to navigate.  There were a number of crosscurrents in the markets during the month.  Stocks started out strong, only to fade after inconclusive voting results in Italy sent European stocks lower.  Other collateral from this event, including lower interest rates both in the U.S. and abroad, falling commodity prices, and a stronger dollar, caused losses in most managed futures strategies.  All five of our broadly diversified trend-followers suffered losses in February 2013, which reflects the difficulty in the environment for the month.  The Fund’s short-term and commodity specialty managers posted gains, a result that confirms the benefits of diversification by methodology.

Markets seemed much more resilient with regard to the U.S. sequestration.  By the last week of February 2013, it became clear that a deal to prevent automatic spending cuts would not be passed before the March 1, 2013 deadline.  Risk assets seemed to take the news in stride and stocks managed to gain enough to end the month with another win.  However, news of a slowdown in China's property market was sufficient to prevent the Australian dollar and other high yielding currencies from recovering.  Commodity prices likewise ended lower, as continuing domestic energy production hit crude prices and a snowstorm in the Midwest eased drought concerns and caused grains to lose ground.
 

The Fund gained 1.085% in March 2013.  The month was dominated by rising equity prices, even in the face of sequestration-related spending cuts.  Bullish economic data further buoyed risk assets, although concerns about a potential Cyprus bailout negatively affected European stocks.  A change in Japanese monetary policy was especially accretive to the Fund.  The new head of Japan’s central bank seems adamant about ending deflation and set a target of achieving 2% inflation within the next few years, sending the Nikkei index up 7.3% for the month while the yen fell.  Short-term trading remained especially robust, having made significant profits in each of the last seven months.  Trend-based strategies capitalized on market moves in equities, currencies, and foreign fixed income markets.  Although hard assets were more difficult to trade than financials, our commodity-specialty managers enjoyed a profitable month.

Overall, the first quarter of 2013 market returns were punctuated by what didn’t happen.  The failure of Congress to come to a budget agreement didn’t torpedo the rally in U.S. stocks; the European economy didn’t collapse due to Cyprus and other problematic members of the European Union; and the slowdown in the once red-hot Chinese property market failed to incite market panic.  Once again, risk assets climbed a wall of worry, with the Dow Jones Industrial Average posting an all-new closing high.  As stocks continued climbing and bonds faded from view, the Fund posted a 2.194% gain for the first quarter of 2013.

The ability of managed futures to gain from trends on both the long and the short side of the markets is the primary explanation.  As it turns out, upside moves in stocks and downside moves in bonds can be captured by most trend-based methodologies.  Gains were augmented by profits from our short-term traders.  And as this all occurred, returns from fixed income were flat to negative on the quarter, highlighting the benefits of diversification from a thoughtful allocation to the Aspen Diversified Fund.

Off-Balance Sheet Arrangements.  The Fund does not have any off-balance sheet arrangements (as defined in Regulation S-K 303(a)(4)(ii)) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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 Investment Funds managed by independent CTAs or other Portfolio Managers.  The market sensitive instruments held by the Fund are acquired for speculative trading purposes, and all or a substantial amount of the Fund’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.
 
Market movements result in frequent changes in the fair market value of the Fund’s holdings and, consequently, in its earnings and cash flow.  The Fund’s market risk is directly influenced by the market risk inherent in the trading of market sensitive instruments traded by Investment Funds.  Holdings by Investment Funds are influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification of the Investment Funds’ positions, and the liquidity of the markets in which they trade.
 
Investment Funds 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 “Item 1A. Risk Factors” of the Fund’s Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2013, 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 Investment Funds to various market sectors is not transparent to the Fund and therefore, it is not possible to calculate the Value at Risk in any particular market sector.  The Value at Risk exposure of the Fund with any given Investment Fund is the amount of capital invested with that Investment Fund, as set forth below.
 
Fair Value of Market Risk Sensitive Instruments
  
Fair Value
as of
March 31, 2013
    
% of Total
  
ADF Trading Company I, LLC (Welton Investment Corporation) †
   $ 44,040       0.08 %
ADF Trading Company IV, LLC (Blackwater Capital Management LLC) †
     5,674,959       9.93 %
ADF Trading Company V, LLC (Abraham Diversified Fund) †
     5,420,378       9.49 %
ADF Trading Company VII, LLC (Aspen Partners Ltd) †
     5,432,546       9.51 %
ADF Trading Company IX, LLC (Eckhardt Trading Company) †
     5,573,230       9.76 %
ADF Trading Company X, LLC (Saxon Investment Corporation) †
     5,074,449       8.88 %
ADF Trading Company XI, LLC (Rotella Capital Management) †
     5,218,144       9.13 %
ADF Trading Company XII, LLC (Tactical Investment Management Corp) †
     4,630,956       8.11 %
Aspen Commodity Long Short Fund, LLC
     14,961,269       26.19 %
Crabel Fund LP
     5,097,049       8.92 %
    $ 57,127,020       100.00 %
 
† ADF Trading Company I, LLC, ADF Trading Company IV, LLC, ADF Trading Company V, LLC, ADF Trading Company VII, LLC, ADF Trading Company IX, LLC, ADF Trading Company X, LLC, ADF Trading Company XI, LLC, ADF Trading Company XII, LLC (each a “Trading Company” and together “Trading Companies”) are limited liability companies established by the Fund’s Managing Member through which assets are allocated to managed accounts traded by Portfolio Managers as indicated. The fair value of these accounts includes cash on deposit with the Fund’s clearing broker and the fair value of futures contracts held in each Trading Company’s trading account. The fair value of these accounts includes cash on deposit with the Fund’s clearing broker of $19,690,598 and the fair value of futures and options contracts held in each Trading Company’s trading account of $140,755. Also included in the fair value (or the trading level) of these accounts is notional value of $17,237,349.

The quantitative disclosures above regarding the Fund’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.
 
Item 4.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures.  The principal executive officer and the principal financial officer of the Managing Member have evaluated the effectiveness of the design and operation of the Fund's disclosure controls and procedures. These controls and procedures are designed to ensure that the Fund records, processes, and summarizes the information required to be disclosed in the reports submitted to the Securities and Exchange Commission in a timely and effective manner. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Investment Company Act of 1940 is accumulated and communicated to management, including the principal executive and principal financial officers of the Managing Member, as appropriate to allow timely decisions regarding require disclosure. Based upon this evaluation, the principal executive officer and the principal financial officer of the Managing Member concluded that, as of March 31, 2013, the Fund's disclosure controls and procedures were effective.
 
Changes in Internal Control over Financial Reporting.  There have been no changes in the Fund's internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected or are reasonably likely to materially affect the Fund's internal control over financial reporting.
 
 
PART II – OTHER INFORMATION
 
Item 1.  Legal Proceedings.
 
The Fund’s Managing Member is not aware of any material legal proceedings threatened or pending to which the Fund is a party or of which any of the Fund’s property is subject.
 
Item 1A.  Risk Factors.
 
There have been no material changes from the risk factors previously disclosed in response to Item 1A to Part 1 of the Fund’s Form 10-K for the year ended December 31, 2012.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
From January 1, 2013 through March 31, 2013, a total of 130.85 units were sold for the aggregate net subscription amount of  $15,000.  All sales were made only to “accredited investors” and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).  Details of the sale of these interests are as follows:

Date of Sale
  
Class of Units
  
Subscription Amount
    
Number of Units
    
Price Per Unit
  
02/01/2013
  
Class B
   $ 15,000       130.85       114.64  
        $ 15,000       130.85          

(b)
Underwriters and Other Purchasers.

The units were not publicly offered.  Units were sold only to “accredited investors” and to a limited number of investors who do not qualify as “accredited investors” in accordance with Rule 506 under Regulation D of the Securities Act.
 
(c)
Consideration.

All units of the Fund were sold for cash as indicated under the heading “Subscription Amount” in the table above.

(d)
Exemption from Registration Claimed.

The units were sold pursuant to Rule 506 of Regulation D under the Securities Act and the sales were exempt from registration under the Securities Act.

(e)
Terms of Conversion or Exercise.

Not applicable.
 

(f)
Use of Proceeds.

The Fund registered the units on a Registration Statement on Form 10 (Registration No. 000-52544), which was declared effective by the SEC on August 6, 2007. The proceeds from the sale of units will be utilized by the Fund to invest in Investment Funds which engage in trading of futures, forward contracts, commodity interests and option contracts on the foregoing.  The Fund's CTAs and Portfolio Managers may trade in as many as 30 to over 50 markets in the three following sectors: currencies, precious and industrial metals, debt instruments, stock indices, agricultural commodities and energy.

The Fund’s Managing Member estimates that 90% or more of the Fund's assets with Investment Funds, 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 account 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 its Managing Member, any affiliate or employee of its Managing Member or any other party, and will not invest in equity securities without prior notice to members.  The Fund’s Managing Member will not commingle the property of the Fund with the property of any other person or entity.

Item 3.  Defaults Upon Senior Securities.
 
None.
 
Item 4.  Mine Safety Disclosures.

None.
 
Item 5.  Other Information.
 
Effective as of January 11, 2013, Adam Langley resigned as Chief Compliance Officer of the Managing Member. George Davis Vick joined the Managing Member as the Chief Compliance Officer of the Managing Member on January 8, 2013.
 
Item 6.  Exhibits.
 
 
3.1
Certificate of Formation of Aspen Diversified Fund LLC, dated April 7, 2005, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-K filed on April 17, 2008.
 
3.2
Limited Liability Company Agreement of Aspen Diversified Fund LLC, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10 filed on August 6, 2007.
 
31.1
 
31.2
 
32.1
 
32.2
 
101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 

SIGNATURES
 
Dated:  May 15, 2013
 
Aspen Diversified Fund LLC

By:           Aspen Partners, Ltd., Managing Member
 

  /s/ Bryan R. Fisher                                           
Bryan R. Fisher
Managing Partner


 /s/ Deborah Terry                                                               
Deborah Terry
Chief Financial Officer