10-Q 1 aspendiversified10q063013.htm aspendiversified10q063013.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: June 30, 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)
        
   
June 30,
    
December 31,
  
   
2013
    
2012
  
ASSETS
            
             
Investments:
            
Investments in investment funds--at fair value--Note C
     (cost: $16,312,383 and  $18,292,773 at June 30, 2013
      and December 31, 2012, respectively)
   $ 17,520,638     $ 18,961,635  
Unrealized gain on futures contracts--at fair value--Note C & G
     1,067,055       1,335,464  
Total investments
     18,587,693       20,297,099  
Cash and cash equivalents
     21,389,092       28,091,840  
Other receivables
     150,286       150,381  
                 
TOTAL ASSETS   $ 40,127,071     $ 48,539,320  
                 
                 
LIABILITIES AND NET ASSETS
                
                 
LIABILITIES
                
Unrealized loss on futures contracts--at fair value--Note C & G
   $ 560,697     $ 1,008,676  
Trailing commissions payable
     3,054       4,832  
Management, incentive, and administrative fees payable--Note E
     39,864       47,119  
Accounts payable
     87,754       87,049  
Managed account fees payable
     69,389       70,619  
Membership redemptions payable
     659,820       514,513  
                 
TOTAL LIABILITIES     1,420,578       1,732,808  
                 
                 
NET ASSETS--Note D
     38,706,493       46,806,512  
                 
TOTAL LIABILITIES AND NET ASSETS   $ 40,127,071     $ 48,539,320  
 
See notes to interim financial statements.
 
 
Aspen Diversified Fund LLC
Interim Statements of Operations
 
   
For the three months ended
    
For the three months ended
    
For the six months ended
    
For the six months ended
  
   
June 30, 2013
    
June 30, 2012
    
June 30, 2013
    
June 30, 2012
  
                         
Investment income (loss)                        
Realized and unrealized gain (loss) on investments--Note C
                    
Realized loss on investments   $ (890,822 )   $ (617,028 )   $ (682,722 )   $ (892,112 )
Unrealized gain (loss) on investments     (393,988 )     408,884       718,962       (483,176 )
Net realized and unrealized gain (loss) on investments
     (1,284,810 )     (208,144 )     36,240       (1,375,288 )
                                 
Other income (loss)
     -       32       (94 )     (848 )
TOTAL INVESTMENT INCOME (LOSS)
     (1,284,810 )     (208,112 )     36,146       (1,376,136 )
                                 
Operating expenses--Note E                                
Management and incentive fees
     90,725       177,928       190,577       373,777  
Administrative expenses
     35,719       65,948       73,958       138,139  
Managed account fees
     105,139       219,123       211,194       495,827  
Trailing commissions
     11,202       32,778       24,964       75,568  
Miscellaneous operating expenses
     56,182       56,796       114,295       99,865  
TOTAL OPERATING EXPENSES
     298,967       552,573       614,988       1,183,176  
                                 
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
   $ (1,583,777 )   $ (760,685 )   $ (578,842 )   $ (2,559,312 )
 
See notes to interim financial statements.
 

Aspen Diversified Fund LLC
Interim Statements of Changes in Net Assets
 
   
For the six months ended
    
For the six months ended
  
   
June 30, 2013
    
June 30, 2012
  
             
Net assets at beginning of period
   $ 46,806,512     $ 83,713,162  
                 
Capital contributions
     339,513       5,673,751  
                 
Redemptions
     (7,860,690 )     (16,534,444 )
                 
Net decrease from operations
     (578,842 )     (2,559,312 )
                 
     NET ASSETS AT END OF PERIOD
   $ 38,706,493     $ 70,293,157  
 
 
See notes to interim financial statements.
 
 
Aspen Diversified Fund LLC
Interim Statements of Cash Flows
 
   
For the six months ended
    
For the six months ended
  
   
June 30, 2013
    
June 30, 2012
  
             
CASH FLOWS FROM OPERATING ACTIVITIES            
Net decrease in net assets resulting from operations
   $ (578,842 )   $ (2,559,312 )
Adjustments to reconcile net decrease in net assets resulting
from operations to cash provided by (used in) operating activities:
                
Proceeds from disposition of investments     1,297,667       124,945  
Realized loss on investments     682,722       892,112  
Unrealized (gain) loss on investments     (718,962 )     483,176  
Decrease in other receivables     95       45,391  
Decrease in trailing commissions payable     (1,778 )     (6,285 )
Increase (decrease) in accounts payable     705       (28,218 )
Decrease in managed accounts fees payable     (1,230 )     (39,427 )
Decrease in management, incentive and administrative fees payable     (7,255 )     (10,694 )
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
     673,122       (1,098,312 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Capital contributions received from members
     339,513       2,509,751  
Membership redemptions
     (7,715,383 )     (15,790,208 )
NET CASH USED IN FINANCING ACTIVITIES
     (7,375,870 )     (13,280,457 )
                 
NET DECREASE IN CASH AND CASH EQUIVALENTS
     (6,702,748 )     (14,378,769 )
                 
Cash and cash equivalents at beginning of period
     28,091,840       64,356,685  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 21,389,092     $ 49,977,916  
                 
Cash paid for interest
   $ -0-     $ -0-  
Cash paid for taxes
   $ -0-     $ -0-  
 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:          
           
At June 30, 2013 and 2012, the Fund had membership redemptions payable of $659,820 and $3,162,506, respectively.  
   
At June 30, 2013 and 2012, the Fund had non-cash redemptions of $324,512 and $0 respectively, 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 June 30, 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 June 30, 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
June 30, 2013
    
Balance as of
December 31, 2012
  
Cash in bank
   $ 5,136,783     $ 8,700,352  
Cash held in managed accounts
     16,252,737       19,394,259  
Total bank balance
     21,389,520       28,094,611  
Insured by FDIC
     (500,000 )     (8,700,352 )
Insured by SIPC
     (500,000 )     (500,000 )
Uninsured, uncollateralized balance
   $ 20,389,520     $ 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 June 30, 2013 and during the six months then ended, investments and net realized and unrealized gains (losses) on investment funds and futures and options contracts consisted of the following:

   
Gains (Losses)
for the six
months ended
June 30, 2013
    
Cost Basis
as of
June 30, 2013
    
Fair Value
as of
June 30, 2013
    
% of Fund’s Net Assets
as of June 30, 2013
  
Investment Funds and Futures and Options Contracts:
                        
Aspen Commodity Long/Short Fund, LLC
   $ 35,117     $ 12,740,777     $ 12,718,988       32.86 %
Crabel Fund, LP
     523,885       3,571,606       4,801,650       12.41 %
Total investment funds
     559,002       16,312,383       17,520,638       45.27 %
                                 
Futures and options contracts, net
     ( 522,762 )     -0-       506,358       1.30 %
                                 
Total
   $ 36,240     $ 16,312,383       18,026,996       46.57 %
                                 
Other assets, less liabilities
                     20,679,497       53.43 %
                                 
Net assets
                   $ 38,706,493       100.00 %
 
Included in the net gain from the investment in the Crabel Fund LP for the three and six months ended June 30, 2013  is a deduction for management fees of $37,599 and $76,655 and incentive fees of  $-0- and $350,151, respectively. 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 June 30, 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-     $ 17,520,638     $ -0-  
Unrealized gain on futures and options contracts, net
     506,358       -0-       -0-  
Total
   $ 506,358     $ 17,520,638     $ -0-  
 
At June 30, 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
   $ (1,940 )
Commodity futures and options contracts
     508,298  
Total
   $ 506,358  
 
At December 31, 2012 and during the six months ended June 30, 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 six
months ended
June 30, 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
     (93,555 )     14,721,167       14,683,870       31.37 %
Crabel Fund, LP
     621,810       3,571,606       4,277,765       9.14 %
Total investment funds
   $ 528,255       18,292,773       18,961,635       40.51 %
                                 
Futures and options contracts, net
     (1,903,543 )     -0-       326,788       0.70 %
                                 
TOTAL
   $ (1,375,288 )   $ 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 and six months ended June 30, 2012  is a deduction for management fees of $58,064 and $118,114 and incentive fees of  $38,811 and $38,811, respectively. 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 June 30, 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 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 June 30, 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 June 30, 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 six months ended June 30, 2013 and 2012, the Fund recognized management fee expenses of $190,577 and $373,777, respectively.  No incentive fees were paid during six months ended June 30, 2013 and 2012, respectively.
 
During the six months ended June 30, 2013 and 2012, the Fund recognized administrative fee expenses of $73,958 and $138,139, respectively.
 
At June 30, 2013 and December 31, 2012, management fees, incentive fees and administrative fees payable consisted of $39,864 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 June 30, 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 $12,718,988 and $14,683,870 as of June 30, 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 six months ended June 30, 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 loss from investments in investment funds
     (0.21 )     (0.27 )     (0.22 )     N/A       (0.31 )
Interest income
     0.00       0.00       0.00       N/A       0.00  
Total investment gain
     (0.21 )     (0.27 )     (0.22 )     N/A       (0.31 )
                                         
Management & incentive fees
     (0.48 )     (0.57 )     (0.34 )     N/A       0.00  
Administrative fees
     (0.17 )     (0.20 )     (0.04 )     N/A       (0.22 )
Other expenses
     (1.65 )     (0.84 )     (0.66 )     N/A       (0.93 )
Total operating expenses
     (2.30 )     (1.61 )     (1.04 )     N/A       (1.15 )
                                         
Ending unit value at June 30, 2013
   $ 92.37     $ 110.51     $ 87.37       N/A     $ 122.82  
 
† Class D units had not yet been issued as of June 30, 2013.
  

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

   
Class A
Units
    
Class B
Units
    
Class C
Units
    
Class D
Units
    
Class E
Units
  
Net investment gain (loss)
     0.48 %     (0.03 %)     1.49 %     N/A       (0.18 %)
Operating expenses
     (2.26 %)     (1.39 %)     (0.96 %)     N/A       (0.91 %)
Net income (loss)
     (1.78 %)     (1.42 %)     0.53 %     N/A       (1.09 %)
Total return
     (2.64 %)     (1.67 %)     (1.42 %)     N/A       (1.18 %)

The portfolio turnover rate for the six months ended June 30, 2013 was 13%.  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.
 

Aspen Diversified Fund LLC
Notes to Interim Financial Statements

NOTE F – FINANCIAL HIGHLIGHTS – Continued

Financial highlights were as follows for the six months ended June 30, 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     $ 91.72       N/A     $ 127.99  
                                         
Net loss from investments in investment funds
     (1.77 )     (2.07 )     (1.63 )     N/A       (2.28 )
Interest income
     0.00       0.00       0.00       N/A       0.00  
Total investment loss
     (1.77 )     (2.07 )     (1.63 )     N/A       (2.28 )
                                         
Management & incentive fees
     (0.50 )     (0.58 )     (0.34 )     N/A       0.00  
Administrative fees
     (0.17 )     (0.20 )     (0.05 )     N/A       (0.22 )
Other expenses
     (1.65 )     (0.85 )     (0.65 )     N/A       (0.92 )
Total operating expenses
     (2.32 )     (1.63 )     (1.04 )     N/A       (1.14 )
                                         
Ending unit value at June 30, 2012
   $ 96.52     $ 113.22     $ 89.05       N/A     $ 124.57  
 
† Class D Units had not yet been issued as of June 30, 2012.
  

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

   
Class A
Units
    
Class B
Units
    
Class C
Units
    
Class D
Units
    
Class E
Units
  
Net investment loss
     (1.39 %)     (1.66 %)     (1.82 %)     N/A       (1.63 %)
Operating expenses
     (2.26 %)     (1.38 %)     (1.08 %)     N/A       (0.88 %)
Net loss
     (3.65 %)     (3.04 %)     (2.90 %)     N/A       (2.51 %)
Total return
     (4.07 %)     (3.16 %)     (2.90 %)     N/A       (2.67 %)

The portfolio turnover rate for the six months ended June 30, 2012 was 8.88%.  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 June 30, 2013 and December 31, 2012 are as follows:

June 30, 2013
  
Long Exposure
    
Short Exposure
  
Primary underlying risk
  
Notional
Amounts
    
Number of Contracts
    
Notional
Amounts
    
Number of Contracts
  
Foreign currency exchange rate
Forward contracts
   $ -0-           -0-     $    1,455,644           3  
Commodity price
Futures and options contracts
     17,023,241       269       75,780,863       728  
    $ 17,023,241       269     $ 77,236,507       731  
 
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     $ -0-       -0-  
Commodity price
Futures and options contracts
       120,603,395         1,360        28,903,047         316  
    $ 126,848,205       1,366     $ 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 June 30, 2013 and December 31, 2012 are as follows:
 
   
June 30, 2013
    
December 31, 2012
  
 
Primary underlying risk
  
Derivative Assets
    
Derivative Liabilities
    
Derivative
 Assets
    
Derivative Liabilities
  
                         
Foreign currency exchange rate
Forward contracts
   $ 22,004     $ 23,944     $ 44,676     $ 12,191  
Commodity price
Futures and options  contracts
     1,045,051       536,753       1,290,788       996,485  
Gross derivative assets and liabilities
     1,067,055       560,697       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
   $ 1,067,055     $ 560,697     $ 1,335,464     $ 1,008,676  

The net gain and loss amounts included in the interim statement of operations as net realized and unrealized losses on investments, categorized by underlying risk for the three and six months ended June 30, 2013 and 2012 are as follows:
 
   
For Three Months Ended
    
For Three Months Ended
    
For Six Months Ended
    
For Six Months Ended
  
Primary underlying risk
  
June 30, 2013
    
June 30, 2012
    
June 30, 2013
    
June 30, 2012
  
                         
Foreign currency exchange rate
Forward contracts
   $ (60,960 )   $ (172,220 )   $ (120,240 )   $ (202,693 )
Commodity price
Futures and options contracts
     (645,068 )     (220,173 )     (321,149 )     (1,507,304 )
Total
   $ (706,028 )   $ (392,393 )   $ (441,389 )   $ 1,709,997 )

For the six months ended June 30, 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 $81,373 and $193,546, 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, during the six months ended June 30, 2013 the Fund has had redemptions including non-cash transactions of $7,860,690. 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 negative during the six months ended June 30, 2013.  The Fund’s performance resulted in an overall loss for the six months ended June 30, 2013 of (1.65%).  The negative returns per class were as follows: (2.64%) for Class A units; (1.67%) for Class B units; (1.42%) for Class C units; and (1.18%) for Class E units.  Comparative performance coupled with ongoing operating expenses for the six months ended June 30, 2012  resulted in a negative return per class as follows: (4.07%) for Class A units; (3.16%) for Class B units; (2.90%) for Class C units; and (2.67%) 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 lost 3.77% for the three months ended June 30, 2013.  The Fund gained 0.23% in April 2013.  The month was once again dominated by stubbornly bullish equities, as indices recovered from modest drawdowns and posted solid results.  Seven of the thirteen managers in the Fund were profitable.  The Fund’s trend-based strategies led during the month.  Precious metals were among the more profitable markets to trade, as a sudden drop in prices was widely anticipated by most momentum-based models.  Gold’s drop was particularly noteworthy, as the yellow metal experienced its largest two-day swoon in nearly 30 years due to concern that Cyprus would be forced to liquidate its reserves.  Japan once again proved to be a boon to traders, as a falling yen and rising Nikkei resulted in profits.  Short-term traders were also big winners in April 2013, and have added to our returns in each of the last eight months.

Our commodity managers were not as fortunate.  A combination of volatility and counter-trend moves made trading in hard assets difficult in April 2013.  Fundamental and discretionary traders suffered from a lack of opportunity during the month.  The net result was flat to small losses for this portion of the portfolio, which dragged down our overall percentage return.

The Fund lost 3.05% in May 2013.  The month started with investors once again bullish equities, but that changed mid-month due to a sell-off in the Japanese equity markets.  Most risk assets followed the Nikkei lower, and the dollar rose in safe haven buying, which caused a number of trend reversals.  May 2013 proved to be an extremely tough month for managed futures.  The Man AHL Diversified Fund, which is one of the largest CTA programs in the world, had its worst month in a decade, sending its parent company’s stock down 17% on June 5, 2013.  Cantab Capital Partners, another well-known advisor based in London, had its worst month ever (-8.5%).  Similar losses were seen across the managed futures spectrum during May 2013.
 

Only three of the thirteen managers in the Fund were profitable during May 2013. The Fund’s trend-based strategies experienced the largest losses, as reversals in the Japanese yen, the Nikkei index, and the U.S. dollar all resulted in losses.  Unanticipated selling in the cotton market was also a contributor to losses.    Short-term trading was also unprofitable.  Gains in currencies and commodities slightly offset the losses in other markets.  Longer-term trend models were able to finish the month with slight gains.

The Fund lost 0.95% in June 2013.  The month started with equities trading steady into mid-month, but dropping off precipitously on news of a cash crunch in China and the belief that Federal asset purchases would taper off as the economy improves.  The sudden sell-off in equities and other risk assets caused a number of market trends to reverse course quickly, which resulted in losses for most managed futures programs.

Six of the thirteen managers in the Fund were profitable during June 2013. Commodity specialist managers were the most profitable, as downtrends in hard assets accelerated during the month.  The largest contributor to gains was in the cotton market, as a short squeeze in the next-to-expire contract caused a large rally.  Diversified trend followers were mostly lower, mainly due to difficult trading conditions in the currencies and financials sectors.  Short-term trading was unprofitable for the second consecutive month.

As we head into the second half of the year, investor perception of the current state of the economy is changing. One of the biggest changes in perception is the role of gold in a diversified portfolio.

After enjoying a spectacular decade of returns, gold took a breather in the second quarter. Recent data indicates that the inflation rate remains stubbornly low. That, coupled with the higher yields one can garner from the rise in interest rates over the last six weeks of the quarter ended June 30, 2013, has made the yellow metal seem more like a millstone than a core holding. The 30% drop in the SPDR Gold Shares ETF (GLD) from its peak this year is an indication that investors are seeking alternatives to precious metals. The same thing also seems to be occurring in other hard asset markets.

Bonds are getting more scrutiny as well. With so few places left to hide in the asset class, how will advisors be able to add diversification? Although fixed income still deserves a place in portfolios, allocation percentages need to be changed to reflect the realities of the current rising rate environment. Alternative investments like managed futures, which tend to profit the most during periods of increasing volatility, offers the potential for increased overall return and less portfolio variability.

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. The following represents the total investments of the Fund:
 
Fair Value of Market Risk Sensitive Instruments
  
Fair Value
as of
June 30, 2013
    
% of Total
  
ADF Trading Company I, LLC (Welton Investment Corporation) †
  
$
44,058
      
0.09
%
ADF Trading Company IV, LLC (Blackwater Capital Management LLC) †
    
5,489,754
      
11.30
%
ADF Trading Company V, LLC (Abraham Diversified Fund) †
    
5,453,204
      
11.23
%
ADF Trading Company VII, LLC (Aspen Partners Ltd) †
    
5,449,263
      
11.22
%
ADF Trading Company IX, LLC (Eckhardt Trading Company) †
    
5,046,879
      
10.39
%
ADF Trading Company X, LLC (Saxon Investment Corporation) †
    
5,029,307
      
10.36
%
ADF Trading Company XII, LLC (Tactical Investment Management Corp) †
    
4,533,978
      
9.33
%
Subtotal: Investment in Futures and Options Contracts
  
$
31,046,443
      
63.92
%
Aspen Commodity Long Short Fund, LLC
    
12,718,988
      
26.19
%
Crabel Fund LP
    
4,801,650
      
9.89
%
Subtotal: Investment in Funds
  
$
17,520,638
      
36.08
%
 Total Fair Value
  
$
48,567,081
      
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 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 $16,252,737 and the fair value of futures and options contracts held in each Trading Company’s trading account of $506,358. Also included in the fair value (or the trading level) of these accounts is notional value of $14,287,348.

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. Based upon this evaluation, the principal executive officer and the principal financial officer of the Managing Member concluded that, as of June 30, 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 June 30, 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.
 
No units were sold, nor were any units repurchased, by the Fund from April 1, 2013 to June 30, 2013.

 
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
Financial Statements and Notes in XBRL
 
 
SIGNATURES
 
  Aspen Diversified Fund LLC  
       
Dated:  August 14, 2013
By:
/s/ Bryan R. Fisher  
   
Bryan R. Fisher
  
   
Managing Partner
  
       
       
 
By:
/s/ Deborah Terry  
   
Deborah Terry
  
   
Chief Financial Officer
  
       
 
 
 
20