UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________

FORM 10-K

_______________________

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: December 31, 2009
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 Number)

1230 Peachtree Street, N.E.

Suite 1750

Atlanta, Georgia 30309

(Address of principal executive offices)

(404) 879-5126

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Liability Company Interests

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
		o Yes     ý No
Indicate by check mark if the registrant is anot required to file reports pursuant to Section 13 or Section 15(d) of the Act.
		o Yes     ý No
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.
		ý Yes     o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
		ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
	o Large Accelerated Filer	o Accelerated Filer
	o Non-Accelerated Filer	ý 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     ý No
As of June 30, 2008, the aggregate market value of the units of the registrant held by non-affiliates of the registrant was $107,444,069.
Documents incorporated by reference: None.

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Table of Contents

PART I
		Page No.
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quanititative and Qualitative Disclosures about Market Risk	19
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A(T).	Controls and Procedures	21
Item 9B.	Other Information	21
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	21
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accounting Fees and Services	25
Item 15.	Exhibits, Financial Statement Schedules	25

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PART I

Item 1.  Business.

(a)	General Development of Business.
	The Aspen Diversified Fund LLC (the “Fund”) is a limited liability company organized under the laws of Delaware in April 2005. The Fund began investment operations on July 1, 2005.
	The Fund’s business is trading a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities. The Fund is organized as a “multi-advisor” commodity pool and invests its assets in other pooled investment vehicles (“Investee Pools”) as well as separately managed accounts (together with Investee Pools, “Investment Funds”) managed or traded by independent Commodity Trading Advisors (“CTAs”), or other portfolio managers (together “Portfolio Managers”).
	Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.
	Aspen Partners, Ltd. (the “Managing Member”), an S-Corporation formed in Delaware in February 1996, acts as the managing member, commodity pool operator, and trading advisor of the Fund. As of December 31, 2008, the Managing Member had approximately $130.3 million of assets under management, including assets of the Fund. The Managing Member is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is a registered Introducing Broker (“IB”) and Commodity Pool Operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”).
	The Fund and the Managing Member maintain their principal business office at 1230 Peachtree Street, N.E., Suite 1750, Atlanta, Georgia 30309 and their telephone number is (404) 879-5126.
	Guidance Capital LLC (the “Sub-Advisor”), an Illinois limited liability company, acts as sub-advisor to the Fund. The Sub-Advisor’s office is located at 500 Delaware Avenue, Suite 720, Wilmington, DE 19801, and its telephone number is (302) 573-5000. The Sub-Advisor is unaffiliated with the Managing Member. The Sub-Advisor is a registered investment adviser under the Advisers Act, and is also registered with the CFTC as a CTA and is a member of the NFA.
	The Sub-Advisor is responsible for recommending the selection of, investment in and withdrawal from Investment Funds, to the Investment Committee of the Fund (the “Investment Committee”), which consists of representatives from both the Sub-Advisor and the Managing Member. The Managing Member generally will, in its sole discretion, implement the decisions made by the Investment Committee, although it is not required to do so.
	Interests in the Fund are marketed through Frontier Solutions, LLC (the “Broker/Dealer”), a Georgia limited liability company which began operations in January 2006. The Broker/Dealer is a wholly-owned subsidiary of the Managing Member and is a registered Broker/Dealer with the Financial Industry Regulatory Authority (“FINRA”). The Broker/Dealer’s office is located at 1230 Peachtree Road N.E., Suite 1750, Atlanta, Georgia 30309 and its telephone number is (404) 879-5126.
	Aspen Partners, Ltd. is responsible for the daily operations of the Fund, as well as facilitating instructions of the Investment Committee. Interests in the Fund are marketed through the Managing Member’s wholly-owned broker/dealer subsidiary, Frontier Solutions, LLC. Aspen Partners, Ltd. and Guidance Capital, LLC participate in the investment decisions of the Fund via the Fund’s Investment Committee.

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(b)	Financial Information about Segments.
	The Fund’s business constitutes only one segment for financial reporting purposes. The Fund does not engage in sales of goods or services. Refer to Part II, Item 6 and Item 8 for financial information pertaining to the Fund.
(c)	Narrative Desicription of Business.
	(i) through (xii) not applicable. Refer to Part I, Item 1(a) for more information.
	(xiii) The Fund has no employees.
	The Fund seeks to achieve capital appreciation through investments in a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities (“Financial Instruments”). The Fund will invest its assets in Investment Funds managed or traded by independent CTAs or other Portfolio Managers. Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices.
	The Portfolio Managers trading Investment Funds of the Fund, (each, a “Portfolio Manager”, together, the “Portfolio Managers”) may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets. Market selection may be based on the liquidity or legal constraints, market conditions or data reliability of the market, depending on the Portfolio Manager’s internal policies. Portfolio Managers trading Investment Funds may trade either on the long or short side of the market, often on a 24-hour basis, and generally have more volatile performance than many traditional investments, such as stocks and bonds. However, managed futures investments are generally not correlated with the returns of traditional long-only equity or fixed income investments. Generally, at least 80% of the net assets of the Fund will be invested with Investment Funds that invest in futures markets, options on commodity future contracts, and forward contracts.
	Trading Program
	Forward and futures traders generally may be classified as either systematic or discretionary. A systematic trader generally will rely to some degree on judgmental decisions concerning, for example, which markets to follow and trade, when to liquidate a position in a contract that is about to expire and how heavy a weighting a particular market should have in a portfolio. However, although these judgmental decisions may have a substantial effect on a systematic trading advisor’s performance, the trader relies primarily on trading programs or models that generate trading signals. The systems used to generate trading signals themselves may be changed from time to time, but the trading instructions generated by the systems are followed without significant additional analysis or interpretation. Discretionary traders on the other hand – while they may use market charts, computer programs and compilations of quantifiable information to assist them in making trading decisions – make trading decisions on the basis of their own judgment and trading instinct, not on the basis of trading signals generated by any program or model.
	The Managing Member generally invests Fund assets in Investment Funds managed primarily by Portfolio Managers who are systematic traders.
	In addition to being distinguished from one another on the basis of whether they are systematic or discretionary traders, Portfolio Managers also are distinguished as relying on either technical or fundamental analysis, or on a combination of the two.
	Technical analysis is not based on the anticipated supply and demand of a particular commodity, currency or financial instrument. Instead, it is based on the theory that the study of the markets themselves will provide a means of anticipating the external factors that affect the supply and demand for a particular commodity, currency or financial instrument in order to predict future prices. Technical analysis operates on the theory that market prices at any given point in time reflect all known factors affecting supply and demand for a particular commodity, currency or financial instrument.

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	Fundamental analysis, in contrast, is based on the study of factors external to the trading markets that affect the supply and demand of a particular commodity, currency or financial instrument in an attempt to predict future prices. Such factors might include the economy of a particular country, government policies, domestic and foreign political and economic events, and changing trade prospects. Fundamental analysis theorizes that by monitoring relevant supply and demand factors for a particular commodity, currency or financial instrument, a state of current or potential disequilibrium of market conditions may be identified that has yet to be reflected in the price level of that instrument. Fundamental analysis assumes that the markets are imperfect, that information is not instantaneously assimilated or disseminated and that econometric models can be constructed that generate equilibrium prices that may indicate that current prices are inconsistent with underlying economic conditions and will, accordingly, change in the future.
	The Managing Member invests Fund assets in Investment Funds managed primarily by Portfolio Managers who are technical traders.
	Trend-following traders gear their trading approaches towards positioning themselves to identify and follow major price movements. In contrast, market forecasters attempt to predict future price levels without relying on such trends to point the way, scalpers attempt to make numerous small profits on short-term trades, and arbitrage traders attempt to capture temporary price imbalances between inter-related markets. Trend-following traders assume that a majority of their trades will be unprofitable. Their objective is to make a few large profits, more than offsetting their numerous but smaller losses, by successfully identifying and following major trends. Consequently, during periods in which no major price trends develop in a market, a trend-following advisor is likely to incur substantial losses.
	Generally, at least 80% of the net assets of the Fund will be invested with Investment Funds who invest in futures markets, options on commodity future contracts, and forward contracts. The Managing Member temporarily may invest the Fund’s available assets in U.S. government securities or “cash equivalent” financial instruments such as certificates of deposit, money market funds or other cash equivalents.
	The trading of futures and commodity interests is inherently leveraged. Accordingly, the Fund does not intend to borrow. Investment Funds, however, are permitted to borrow or otherwise use leverage. Nevertheless, the Managing Member does not presently intend to invest in Investment Funds that contemplate borrowing.
	The Fund is a speculative investment and is not intended as a complete investment program. The Fund is designed only for sophisticated persons who are able to bear the risk of an investment in the Fund. There can be no assurance that the Fund will achieve its investment objectives.
(d)	Financial Information about Geographic Areas.
	The Fund invests in Investee Pools located within the United States and abroad. Investment Funds may trade on a number of foreign commodity exchanges. The Fund does not engage in the sales of goods or services.
(e)	Available Information.
	Not applicable.
(f)	Reports to Securities Holders.
	Not applicable.
(g)	Enforceability of Civil Liabilities Against Foreign Persons.
	Not applicable.

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Item 1A.  Risk Factors.

An investment in the Fund is speculative, involves a high degree of risk and is suitable only for persons who are able to assume the risk of losing their entire investment. Prospective investors in the Fund are expected to be aware of the substantial risks of investing in the highly speculative field of futures trading. Those who are not generally familiar with such risks are not suitable investors and should not consider investing in the Fund. The Managing Member wishes to emphasize the following particular risk factors relating to a purchase of each interest in the Fund, (each, a “Unit”).

Risk of loss is significant. An investor may incur significant losses on an investment in the Fund. The Managing Member cannot provide any assurance that investors will not lose all or substantially all of their investment.

Past performance records are not necessarily indicative of future trading results. Past performance records of the Fund, the Managing Member, and the Investment Funds are not necessarily indicative of future results.

Futures, forward and commodity interest contract trading is volatile. Trading in the futures, forward and commodity interest markets typically results in volatile performance. The performance records of the Investment Funds have exhibited a considerable degree of volatility.

The Fund’s trading is highly leveraged. The low margin deposits frequently required in futures, forward and commodity interest trading permit an extremely high degree of leverage. Investment Funds frequently may hold positions with a gross value several times in excess of the Fund’s Net Assets allocated to them. Consequently, even a slight movement in the prices of open positions could result in significant losses.

Markets may be illiquid or disrupted. Most United States futures exchanges limit fluctuations in some futures contract prices during a single day by regulations referred to as “daily limits.” During a single trading day no trades may be executed in such contracts at prices beyond the daily limit. Once the price of a futures contract has increased or decreased to the limit point, positions can be neither taken nor liquidated. Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent Portfolio Managers or the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses. Also, the CFTC or futures exchanges may suspend or limit trading. Trading on non-United States exchanges also may be subject to price fluctuation limits and are otherwise subject to periods of significant illiquidity. Trading in the forward currency markets is not subject to daily limits, although such trading also is subject to periods of significant illiquidity.

Failure of brokerage firms and forward market participants could adversely affect the Fund. The Commodity Exchange Act, as amended, requires a clearing broker to segregate all funds received from such broker’s customers in respect of futures (but not forward) transactions from such broker’s proprietary funds. If any of the Investment Funds’ commodity brokers were not to do so to the full extent required by law, or in the event of a substantial default by one or more of such broker’s other customers, the assets of the Fund allocated to that Investment Fund might not be fully protected in the event of the bankruptcy of such broker. Furthermore, in the event of such a bankruptcy, the Investment Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the affected commodity broker’s combined customer accounts, even though certain property specifically traceable to the Investment Fund (for example, United States Treasury bills or cash deposited by the Fund with such broker) was held by such broker. Commodity broker bankruptcies have occurred in which customers were not able to recover from the broker’s estate the full amount of their funds on deposit with such broker and owing to them. Commodity broker bankruptcies are not insured by any governmental agency, and investors would not have the benefit of any protection such as that afforded customers of bankrupt securities broker/dealers by the Securities Investors Protection Corporation.

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In respect of their forward trading, the Fund’s Investment Funds will be subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the principals or agents with or through which the Investment Funds trade. Any failure or refusal to discharge their contractual obligations by the counterparties with which the Investment Fund deals on the forward markets, whether due to insolvency, bankruptcy or other causes, could subject the Fund’s investment in that Investment Fund to substantial losses. The Fund’s Portfolio Managers generally deal in the forward markets only with major financial institution counterparties which they consider to be creditworthy. However, defaults have occurred in the forward markets, and the risk of such defaults cannot be eliminated from the Investment Funds ’ trading, impacting the Fund’s investments.

Forward trading is largely unregulated. None of the CFTC, NFA, futures exchanges or banking authorities directly regulates forward trading. Because a portion of the Investment Funds’ currency trading takes place in the forward markets, prospective investors must recognize that much of the Fund’s indirect investment activity takes place in unregulated markets rather than on futures exchanges subject to the jurisdiction of the CFTC or other regulatory bodies. Investment Funds deposits with the currency forward counterparties with which a Portfolio Manager trades are not protected by the same segregation requirements imposed on CFTC regulated commodity brokers in respect of customer funds deposited with them. Although the Portfolio Managers deal only with major financial institutions as currency forward counterparties, the insolvency or bankruptcy of a currency forward counterparty could subject the Investment Fund to the loss of its entire deposit with such counterparty. The forward markets are well established. However, it is impossible to predict how, given certain unusual market scenarios, the unregulated nature of these markets might affect the Fund’s investments in Investment Funds.

Options trading can be more volatile than futures trading. The Portfolio Managers have traded futures and forward options in the past and may trade such instruments in the future. Although successful options trading requires many of the same skills as successful futures and forward trading, the risks involved are somewhat different. For example, the assessment of near-term market volatility – which is directly reflected in the price of outstanding options – can be of much greater significance in trading options than it is in many long-term futures strategies. The use of options can be extremely expensive if market volatility is incorrectly predicted.

Trading on non-U.S. futures exchanges presents greater risk than trading on U.S. futures exchanges. The Portfolio Managers may trade on futures exchanges outside the United States. Trading on such exchanges is not regulated by any United States government agency and may involve certain risks not applicable to trading on United States exchanges. For example, some non-U.S. exchanges, in contrast to United States exchanges, are “principals’ markets” similar to the forward markets in which performance is the responsibility only of the individual exchange member with whom the Investment Fund has entered into a futures contract and not of any exchange or clearing corporation. In such cases, the Investment Fund will be subject to the risk of the inability or refusal to perform with respect to the individual exchange member with whom the Investment Fund has entered into a futures contract. Trading on foreign exchanges involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums, exchange or investment controls and political or diplomatic disruptions, each of which might materially adversely affect an Investment Fund’s trading activities. In trading on foreign exchanges, the Investment Fund is also subject to the risk of changes in the exchange rates between the United States dollar and the currencies in which the foreign contracts are settled.

The Fund will incur substantial charges which will reduce profits. The Fund is obligated to pay the Managing Member Management Fees and Administrative Fees regardless of whether the Fund is profitable.

In addition, the Managing Member receives, with respect to each Unit, an Incentive Allocation equal to the applicable percentage of New Net Profits earned with respect to such Unit. Stated generally, New Net Profits are based upon the increase in value of each Unit at the end of each month including any unrealized appreciation in open futures, forward and commodity interest positions and positions in Investee Pools.

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Each Class is also subject to its pro rata sahre of the management fee, incentive fee and other fees of the Investment Funds.

Forward trading is conducted in a principals’ market in which counterparties buy and sell currencies among each other, including a “bid-ask” spread in their pricing. Institutions trading in such markets do not pay brokerage commissions in addition to such spreads. It is not possible to quantify the “bid-ask” spreads paid by the Portfolio Managers in respect of its currency trading because it is not possible for the Portfolio Manager to know what, if any, profit its counterparty is making on the forward trades into which it enters. However, these spreads represent a significant direct or indirect execution cost to the Fund.

Trading decisions based on technical systems rely on market movements to be effective. Allocation decisions of the Portfolio Managers may not be determined by analysis of fundamental supply and demand factors, general economic factors or anticipated world events, but by technical trading systems involving trend analysis and other factors and the money management principles developed by the Portfolio Managers and their affiliates. The profitability of any trading system involving technical trend analysis depends upon the occurrence in the future of significant sustained price moves in at least some of the markets traded. Without such sustained price moves in at least some of the markets traded, the Portfolio Managers’ trend-following systems are unlikely to produce profits and the Fund could suffer significant losses. The Managing Member believes that investors should consider the Units as a medium- to long-term investment (three years or more) to permit the trading method to function over a significant period.

Discretionary aspects of the Portfolio Managers’ strategies may result in unprofitable trades. Although the Portfolio Managers generally apply highly systematic strategies, these strategies retain certain discretionary aspects. Decisions, for example, to adjust the size of positions indicated by the systematic strategies, which futures contracts to trade and method of order entry require judgmental input from the Portfolio Managers’ principals. Discretionary decision-making may result in the Portfolio Managers making unprofitable trades in situations when a more wholly systematic approach would not have done so.

Technical trading systems may detrimentally alter historical trading patterns or affect the execution of trades. There has been, in recent years, a substantial increase in interest in technical futures trading systems, particularly trend-following systems. As the capital under the management of trading systems based on the same general principles increases, an increasing number of traders may attempt to initiate or liquidate substantial positions at or about the same time as the Investment Funds or the Fund, or otherwise alter historical trading patterns or affect the execution of trades, to the significant detriment of the Investment Funds and/or the Fund.

Although the Investment Funds and Fund are as likely to be profitable as unprofitable in up or down markets, there is some tendency for managed futures products – particularly those managed by systematic, trend-following advisors – to perform similarly during the same or approximately the same periods. Prospective investors must recognize that, irrespective of the skill and expertise of the Managing Member, the Sub-Advisor and the Portfolio Managers, the success of the Fund may be substantially dependent on general market conditions over which the Managing Member, the Sub-Advisor and the Portfolio Managers have no control.

In addition, there has been an increase in the use of trading systems employing counter-trend techniques that attempt to profit from the wide use of trend following systems by running stop points or otherwise. The increased use of such techniques could alter trading patterns that the Managing Member, the Sub-Advisor and the Portfolio Managers attempt to exploit to the detriment of the Fund.

The Investment Funds and Portfolio Managers may modify their trading methods without approval by or notice to the Managing Member and the Sub-Advisor. Modifications may include changes in or substitution of technical trading systems, risk control overlays, money management principles and markets traded and introduction of non-technical factors and methods of analysis and non-trend-following technical systems and methods of analysis. The trading systems to be utilized by the Investment Funds and Portfolio Managers are proprietary and confidential.

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There is the potential for a lack of diversification among Portfolio Managers. Although the Managing Member intends to invest the Fund's capital with a number of Portfolio Managers, it is possible that certain or all of such Portfolio Managers may utilize similar or overlapping investment strategies. Portfolio Managers utilizing similar specialized strategies may hold identical investments. As a result, the Fund may at any time hold a few relatively large (in relation to its capital) investments with the result that a loss in any such position could have a material adverse impact on the Fund's capital.

Investors in the Fund may not be informed of changes in allocations to Investment Funds. The Managing Member expects from time to time to change the percentage of Fund assets allocated to each Investment Fund. The Fund may not be required, under certain circumstances, to notify Members of changes in allocations. In addition, the Fund will be required to change allocations if it receives additional subscriptions during periods when certain Investment Funds are no longer accepting additional funds (for example, because of capacity restrictions). In that case, the additional capital would either have to be allocated to those Investment Funds (if any) that were accepting additional funds, which would alter the respective percentages of the Fund's assets allocated to particular Investment Funds, or the Fund would have to place some or all of the additional capital with new Investment Funds or make direct investments. Therefore, the Fund's success may depend not only on the current Investment Funds and the Managing Member's ability to allocate Fund assets successfully among those Investment Funds, but also the ability to identify new Portfolio Managers and Investment Funds.

Investing in Investment Funds poses risks of inadequate information and limited liquidity. Although the Sub-Advisor and the Managing Member will attempt to monitor the performance of each Investment Fund, the Fund will not receive information regarding the actual investments made by the Investment Funds and must ultimately rely on (i) the CPO and CTA of each Investment Fund to operate in accordance with the investment strategy or the guidelines laid out by the CPO and CTA of the Investment Fund, and (ii) the accuracy of the information provided to the Fund by the CPO and CTA of the Investment Fund. If the CPO and CTA of an Investment Fund does not operate and manage such pool in accordance with the investment strategy or guidelines specified for such pool, or if the information furnished by an Investment Fund is not accurate, the Fund might sustain losses with respect to its investment in such Investment Fund despite the Sub-Advisor's and the Managing Member' attempts to monitor such pool.

In addition, Investment Funds may have restrictions in their governing documents that limit the Fund's ability to withdraw funds from or invest in the pool. The Fund's ability to withdraw funds from or invest funds in Investment Funds with such restrictions will be limited and such restrictions will limit flexibility to reallocate such assets among Investment Funds or to honor Member redemptions.

There exists a risk of lack of limited liability when investing in managed accounts. From time to time, the Fund may establish and invest in separately managed accounts managed by Portfolio Managers, as opposed to investing in Investee Pools. Separately managed accounts are typically not subject to the limitations on liability of investors generally offered by Investee Pools. Accordingly, the Fund would be subject to the risk of losses beyond its allocation of assets to such account and, potentially, could lose all of its assets as the result of its investment in such account. To minimize this risk, the Managing Member has established a number of trading companies (limited liability companies formed in Delaware) through which assets would be allocated to Managed Accounts. Incentive compensation for Portfolio Managers may result in more risky or speculative investments. The governing documents of the Investment Funds generally will provide for the Fund’s payment, as an investor in the Investment Fund, of fees or allocations of profits to the Portfolio Manager based upon appreciation, including unrealized appreciation, in the value of the Fund’s investment in the Investment Fund, but without penalties for realized losses or decreases in value of the Fund’s investment. The Portfolio Manager’s compensation or profit share may be determined separately for each quarter or each year, although losses in a quarter or year are often carried forward to subsequent quarters or years in determining the payment for such quarter or year. A Portfolio Manager’s incentive compensation arrangements may give the Portfolio Manager an incentive to make more risky or speculative investments.

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Incentive fees may be paid to Portfolio Managers even though the Fund sustains trading losses. The incentive fees or allocations payable in respect of each Investment Fund are assessed individually based on the performance of each respective Investment Fund, irrespective of the overall performance of the Fund. Moreover, incentive fees and allocations are generally calculated based on the Fund’s total investment in an Investment Fund, not on the basis of each separate investment by the Fund in each Investment Fund. In view of the foregoing, it is possible that the Fund may be required to pay certain Portfolio Managers incentive fees or allocations, which could be substantial, even though the Fund as a whole was not profitable.

Speculative position limits may be exceeded by the Portfolio Managers. The CFTC and United States exchanges have established limits referred to as “position limits” on the maximum net long or net short speculative futures position which any person may hold or control in particular futures contracts. Generally, banks and dealers do not impose such limits with respect to forward contracts in currencies. All futures accounts managed by the Portfolio Managers and their affiliates are combined for position limit purposes. With respect to trading in futures contracts subject to position limits (for example, corn, wheat, cotton, soybeans, soybean meal and oil), the Portfolio Managers may reduce the size of the positions which would otherwise be taken for the Investment Funds or the Fund to avoid exceeding the limits. If position limits are exceeded by the Portfolio Managers in the opinion of the CFTC or any other regulatory body, exchange or board, the Portfolio Managers generally will liquidate positions in all accounts under their management, including the Investment Funds or the Fund, as nearly as possible in proportion to respective amounts of equity in each account to the extent necessary to comply with applicable position limits.

Conflicts of interest may exist with other clients of the Portfolio Managers, the Managing Member, the Sub-Advisor and their affiliates. The Portfolio Managers, the Managing Member, the Investment Committee Members, and the Sub-Advisor manage futures and forward accounts or Investment Funds other than the Fund, including, possibly, accounts in which the Portfolio Managers, the Managing Member, the Investment Committee Members, and the Sub-Advisor, their principals and employees have significant investments. The Portfolio Managers, the Managing Member, the Investment Committee Members, and the Sub-Advisor and their affiliates may manage additional accounts in the future. It is possible that such accounts may be in competition with the Fund for the same or similar positions in the futures and forward markets. The Portfolio Managers generally will use similar trading methods for the Fund and all other systematic accounts that the Portfolio Managers and their affiliates manage. The Portfolio Managers will not knowingly or deliberately use systems for any account that are inferior to systems employed for any other account or favor any account over any other account. No assurance is given, however, that the results of the Fund’s trading will be similar to that of other accounts concurrently managed by the Portfolio Managers or their affiliates.

An increase in the assets managed by the Portfolio Managers my adversely affect trading strategies and performance. The Portfolio Managers have not agreed to limit the amount of additional equity which they may manage. The rates of return achieved by investment advisors often tend to degrade as assets under management increase. There can be no assurance that the Portfolio Managers’ strategies will not be adversely affected by additional equity, including the Fund’s account, accepted by the Portfolio Managers.

Portfolio Managers, the Managing Member, and the Sub-Advisor depend on the services of key personnel. Despite the systematic methods used by many of the Portfolio Managers, the Managing Member and the Investment Committee, they are dependent on the services of a limited number of key persons. The loss of any of such persons could make it more difficult for the Portfolio Managers, the Managing Member and the Investment Committee to continue to manage Investment Funds or the Fund.

Investors have limited ability to liquidate an investment in the Fund. An investment in the Fund cannot be immediately liquidated by a Member. Units may be transferred only under very limited circumstances and no market for Units will exist at any time. A Member can liquidate such Member’s investment through redemption of the Units. A Member may redeem all or a portion of such Member’s Units as of the last day of any month on ten days’ written notice to the Managing Member. Because notices of redemption must be submitted significantly in advance of the actual redemption date, the value received upon redemption may differ significantly from the value of the Units at the time a decision to redeem is made. Furthermore, because redemptions only are permitted at month-end, investors are not able to select the value, or even the approximate value, at which they will redeem their Units.

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The Managing Member has the authority to suspend or defer the payment of redemptions in certain extraordinary circumstances when the Managing Member believes doing so would be in the best interest of the Fund, the Members or the redeeming Members. Such circumstances may include extremely large redemption requests, a suspension or deferral of the calculation of the NAV of the Investment Funds, or an inability for the Fund to redeem its investments in the Investment Funds.

Conflicts of interest are inherent in the operation of the Fund. . The Fund will be subject to a number of actual and potential conflicts of interest. Such conflicts may include, among other things, the possibility of the Portfolio Managers, the Managing Member, the Investment Committee, the Sub-Advisor, a commodity broker for an Investment Fund or the Fund or any of their respective affiliates favoring other customer accounts or their own proprietary trading in certain respects over that of the Fund.

Members will not participate in management. Purchasers of Units will not be entitled to participate in the management of the Fund or the conduct of its business.

An investment in the Fund my expose investors to complex tax considerations. An investment in the Fund may present complex tax considerations for investors.

Partnership treatment is not assured. There is a risk that the Fund, having more than 100 Members, may be treated as a publicly traded partnership for federal income tax purposes. Nevertheless, the Fund in all events will be treated as a partnership for federal income tax purpose so long as at least 90% of its annual gross income consists of “qualifying income” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Managing Member believes it is likely, but not certain, that the Fund will meet the qualifying income test. If the Fund were to be treated as a corporation instead of as a partnership for federal income tax purposes, (i) the net income of the Fund would be taxed at corporate income tax rates, thereby substantially reducing its profitability, (ii) Members would not be allowed to deduct their share of Fund losses and (iii) distributions to Members, other than liquidating distributions, would constitute dividends to the extent of the current or accumulated earnings and profits of the Fund, and would be taxable as such.

Income tax liability is anticipated to exceed distributions. Members will be taxable on their allocable share of Fund income, whether or not any amounts have been or will be distributed to them by the Fund. There is no present intention to make distributions. Accordingly, it is anticipated that Members will incur tax liabilities as a result of being allocated taxable income from the Fund, even though the Fund will not make current cash distributions with which to pay such taxes.

There exists the possibility of a tax audit. The Fund’s tax returns might be audited by a taxing authority. An audit could result in adjustments to the Fund’s tax returns. If an audit results in an adjustment, Members may be required to file amended returns and to pay additional taxes plus interest.

Tax deductions are limited. A Member’s ability to claim a current deduction for certain expenses and losses, including capital losses of the Fund, is subject to various limitations..

Deductibility of passive activity losses is limited. Applicable income tax regulations treat all Fund income, gains and losses allocable to non-corporate (and certain corporate) Members as non-passive activity income, gains and losses. Accordingly, such Members will be unable to offset their passive activity losses from other investments against their income from this investment, but Fund losses will not be subject to the limitations imposed on the deductibility of passive activity losses.

There exists a risk of incurring unrelated business taxable income. Income derived by the Fund from “debt-financed property” will be treated as unrelated business taxable income (“UBTI”), which is taxable to a tax-exempt organization. Although not currently anticipated, it is possible that a Portfolio Manager might acquire debt-financed property. Therefore, this investment is not suitable for charitable remainder trusts, and might not be suitable for certain other tax-exempt investors seeking to avoid UBTI.

-9-

Schedule K-1 may be delayed. The Fund will attempt to, but cannot assure that it will be able to, provide a final Schedule K-1 to Members for any given calendar year by April 15 of the following year. In the event that it is not able to do so, the Fund will endeavor to provide estimates of the taxable income or loss allocated to Members on or before April 15. Accordingly, Members may be required to obtain an extension of the filing date for their income tax returns at the federal, state and local levels.

Changes in the tax code are possible. In recent years, the United States federal income tax law has undergone repeated and substantial changes, a number of which have been materially adverse, or potentially materially adverse, to investment partnerships. It is impossible to predict what the effect of future changes in the Code will be on an investment in the Fund.

The Fund’s Investment in APM Hedged Global Commodity Fund, LDC; CFM Discus Fund, Ltd.; and HFR MF Diversified Select Master Trust may involve adverse federal tax consequences. Three of the Investee Pools, APM Hedged Global Commodity Fund, LDC; Discus Fund Ltd.; and HFR MF Diversified Select Master Trust, would be classified as corporations for U.S. federal income tax purposes. Each of these Foreign Funds would be a “passive foreign investment company” or “PFIC” for federal income tax purposes. In order to avoid adverse federal income tax consequences for our investors with respect to interests in a PFIC, the Fund has made a “qualified electing fund” or “QE” election with respect to each of the Foreign Funds. If the QEF election were ineffective, for example, because a Foreign Fund failed to give the Fund financial information required for application of the QEF rules, gains realized by Members of the Fund attributable to shares in such Foreign Fund would be taxable as ordinary income and subject to an additional interest charge. The Fund has received written confirmation from each of the Foreign Funds that it will provide the necessary financial information necessary to file the QEF election; however prospective investors should still consult their own tax advisors regarding an investment through the Fund in a PFIC.

Investment in certain Investment Funds is exempt from registration. The Fund may invest in Investee Pools which operate in a manner so as to be exempt from registration as a commodity pool operator pursuant to CFTC Rule 4.13(a)(4). Such exempt Investee Pools are not required to deliver a disclosure document and a certified annual report to participants in the Investee Pool.

Regulation of the Fund is limited. Although the Fund, the Managing Member and the Sub-Advisor are subject to regulation by the CFTC, the Fund is not registered under the Investment Company Act of 1940. Investors are, therefore, not accorded the protection provided by such legislation.

Future regulatory and market changes may be material and adverse to the Fund. The regulation of the United States commodities markets has undergone substantial change in recent years, a process which is expected to continue. In addition, a number of substantial regulatory changes are pending or in progress in certain foreign markets. The effect of regulatory change on the Fund is impossible to predict but could be material and adverse.

Some concern has been expressed by various governmental authorities that the impact of speculative pools of capital, such as the Fund, on international currency trading is making it significantly more costly and difficult for central banks and governments to influence exchange rates. This and similar concerns could lead to pressure to restrict the access of speculative capital to these markets.

In addition to regulatory changes, the economic features of the markets to be traded by the Fund have undergone, and are expected to continue to undergo, rapid and substantial changes as new strategies and instruments have been introduced. Furthermore, the number of participants, particularly institutional participants, in the futures and forward markets appears to have expanded substantially. There can be no assurance as to how the Managing Member will perform given the changes to, and increased competition in, the marketplace.

Conflicts of Interest of the Managing Member. The Managing Member has a conflict of interest in determining whether to make distributions to the Members, as the Managing Member earns fees on the Net Assets of the Fund. Due in part to the availability of periodic withdrawals, the Managing Member does not currently intend to make any distributions to Members.

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The Managing Member’s business is sponsoring and advising managed futures accounts. The Managing Member may have an economic or other incentive to favor other of its products over the Fund.

The Managing Member may have a conflict of interest in rendering advice to the Fund because of other accounts managed or traded by it, including accounts owned by its principals, which may be traded differently from the Fund’s account. There are currently no such accounts owned directly or indirectly for the benefit of the Managing Member or its principals and none are contemplated in the immediate future.

The Managing Member, the Sub-Advisor, the Fund’s brokers and their respective principals, affiliates and employees may trade in the commodity markets for their own accounts and the accounts of their clients, and in doing so may take positions opposite to those held by the Fund or may be competing with the Fund for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Fund. There are currently no accounts being traded directly or indirectly for the benefit of the Managing Member or its principals and none are contemplated in the immediate future.

Because the Managing Member, the Sub-Advisor, the Fund’s brokers and their respective affiliates, principals and employees may trade for their own respective accounts at the same time that they are managing the Fund’s account, prospective investors should be aware that – as a result of a neutral allocation system, testing a new trading system, trading their proprietary accounts more aggressively or other actions – such persons may from time to time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Fund. Moreover, the Managing Member, its affiliates, principals and employees may invest with the same or different Investment Funds and Portfolio Managers as the Fund.

Conflicts of Interest of the Sub-Advisor. The Sub-Advisor may provide similar services to other managed futures accounts. The Sub-Advisor may have economic or other incentives to favor other of its products over the Fund.

Conflicts of Interest of the Placement Agent. The Managing Member has entered into an agreement with its wholly-owned subsidiary, the Broker/Dealer, for placement of Units. This may create a conflict of interest because the Managing Member may benefit from higher earnings if there is more money invested in the Fund. In addition, the Broker/Dealer may undertake a less stringent due diligence review than an independent placement agent.

Conflicts of Interest of the Portfolio Managers. Each Portfolio Manager and its principals are entitled to engage in other activities, including managing other discretionary accounts and investment funds. Accordingly, conflicts may arise with respect to the time and resources that a Portfolio Manager and its principals devote to an Investment Fund, allocation of investment opportunities between an Investment Fund and other accounts managed by a Portfolio Manager, or transactions between a Portfolio Manager and its affiliates on behalf of an Investment Fund.

Conflicts of interest may arise from the fact that the Portfolio Managers and their affiliates generally will be carrying on substantial investment activities for other clients, including other investment funds, in which the Fund will have no interest. The Portfolio Managers may have financial incentives to favor certain of such accounts over an Investment Fund. Any of their proprietary accounts and other customer accounts may compete with the Investment Fund for specific trades, or may hold positions opposite to positions maintained on behalf of an Investment Fund. The Portfolio Managers may give advice and recommend securities to, or buy or sell securities for, Investment Funds, which advice or securities may differ from advice given to, or securities recommended or bought or sold for, other accounts and customers even though their investment objectives may be the same as, or similar to, those of the Investment Funds.

-11-

Conflicts of Interest of the Selling Agents. Unaffiliated registered broker/dealers (“Selling Agents”) retained by the Managing Member to act as its agent in connection with sale of interests in the Fund receive ongoing compensation based on the value of outstanding Units sold by such Selling Agent. Accordingly, to the extent that Members consult with registered representatives of a Selling Agent regarding the advisability of purchasing or withdrawing Units, such representatives may have a conflict of interest between giving such Members the advice that such representatives believe is in the Members’ best interest and encouraging purchases and discouraging withdrawals so as to maximize the additional compensation payable to such Selling Agent by the Managing Member. In addition, certain registered representatives of the Selling Agents will receive ongoing additional compensation in respect of Units sold by them that remain outstanding and will, accordingly, have a direct financial incentive to encourage purchases and discourage withdrawals of Units.

The foregoing list of Risk Factors does not purport to be a complete explanation of the risks involved with an investment in the Fund.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

The Fund does not own or lease any physical properties. The Fund’s administrative office is located within the office of the Managing Member at 1230 Peachtree Street N.E., Suite 1750, Atlanta, Georgia 30309.

Item 3.  Legal Proceedings.

There are no pending legal proceedings to which the Fund or the Managing Member is a party or to which any of their assets are subject.

Item 4.  Submission of Matters to a Vote of Security Holders.

Not applicable.

-12-

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)	Market Information.
	There is no trading market for the Units, and none is likely to develop. No Member may assign, encumber, pledge, hypothecate or otherwise transfer (collectively, “Transfer”) any of such Member's Units without the consent of the Managing Member, and any such Transfer of Units, whether voluntary, involuntary or by operation of law, to which the Managing Member does not consent shall result in the Units so Transferred being mandatorily withdrawn as of the end of the month during which such purported Transfer occurred; provided, however, that a Member may Transfer the economic benefits of ownership of its Units without regard to such consent.
(b)	Holders.
	As of December 31, 2008, there were 62,786.32 Class A Units held by 94 investors, 631,906.59 Class B Units held by 742 investors, 58,904.47 Class C Units held by 2 investors, and 125,304.55 Class E Units held by 188 investors.
(c)	Dividends.
	Pursuant to the Limited Liability Company Agreement, the Managing Member has the sole discretion to determine whether distributions (other than withdrawal of Units), if any, will be made to Members. The Fund has never paid any distribution and does not anticipate paying any distributions to Members in the foreseeable future.
(d)	Securities Authorized for Issuance under Equity Compensation Plans.
	Not applicable.
(e)	Performance Graph.
	Not applicable.
Recent Sales of Unregistered Securities
(f)	Securities Sold.
	From October 1, 2008 through December 31, 2008, a total of 26,033.41 Units were sold for the aggregate net subscription amount of $3,197,778.46. All sales were made only to “accredited investors” as that term is defined in Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Details of the sale of the interests are as follows:

Date of Sale	Class of Units		Subscription Amount	Number of Units	Price Per Unit
10/01/2008	Class A	$	345,200	3,064.71	$112.64
10/01/2008	Class B		1,229,672	10,047.26	$122.39
10/01/2008	Class E		156,507	1,206.27	$129.74
11/01/2008	Class A		415,000	3,539.87	$117.24
11/01/2008	Class B		445,143	3,495.60	$127.34
11/01/2008	Class E		36,478.33	270.00	$135.10
12/01/2008	Class A		125,000	1,036.42	$120.61
12/01/2008	Class B		444,778	3,373.28	$131.85
		$	3,197,778	26,033.41

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(g)	Underwriters and Other Purchasers.
	The Units were not publicly offered. Units were sold only to accredited investors pursuant to Regulation D under the Securities Act of 1933.
(h)	Consideration.
	All Units of the Fund were sold for cash as indicated by the Subscription Amount in response to Item 5(f) above.
(i)	Exemption from Registration Claimed.
	The interests were sold pursuant to Rule 506 of Regulation D and the sales were exempt from registration under the Securities Act of 1933.
(j)	Terms of Conversion or Exercise.
	Not applicable.
(k)	Use of Proceeds.
	Not applicable.

Item 6.  Selected Financial Data.

Set forth below is certain selected historical data for the Fund as of and for the years ended December 31, 2008, 2007 and 2006 and for the period from inception (April 7, 2005) through December 31, 2005. The Fund began investment operations on July 1, 2005. The selected historical financial data were derived from the financial statements of the Fund, which were audited by Williams Benator and Libby, LLP for the years ended 2007, 2006 and for the period from inception (April 7, 2005) through December 31, 2005, and by PMB Helin Donovan, LLP for the year ended December 31, 2008. The information set forth below should be read in conjunction with the Financial Statements and notes thereto contained in response to Item 8 of this Form 10-K.

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Aspen Diversified Fund LLC

Statements of Operations Data

			For the year ended December 31, 2008		For the year ended December 31, 2007		For the year ended December 31, 2006		Period from Inception (April 7, 2005) through December 31, 2005
Investment income
Realized and unrealized gains on investments
	Realized gains on investments	$	5,288,165	$	45,519	$	483,444	$	-0-
	Unrealized gains on investments		7,627,149		8,110,883		2,695,965		588,281
Net realized and unrealized gains on investments			12,915,314		8,156,402		3,179,409		588,281
Interest income			33,398		43,719		51,488		4,876
Total net investment income			12,948,712		8,200,121		3,230,897		593,157
Operating expenses
	Management and incentive fees		1,722,143		1,052,688		200,600		3,326
	Administrative fees		657,763		465,944		198,792		40,877
	Managed Account Fees		73,446		-0-		-0-		-0-
	Bank fees		7,627		6,119		5,855		1,800
	Trailing commissions		111,976		55,952		5,407		-0-
Total operating expenses			2,572,955		1,580,703		410,654		46,003
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	10,375,757	$	6,619,418	$	2,820,243	$	547,154
Net increase in net assets per unit:
	Class A Units	$	9.62	$	9.25	$	8.25		N/A
	Class B Units	$	12.83	$	11.02	$	17.42	$	4.12
	Class C Units	$	2.93		N/A		N/A		N/A
	Class E Units	$	16.29	$	12.07	$	9.59	$	5.04
The above figures are based upon a weighted average number of units.

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Aspen Diversified Fund LLC

Statements of Assets and Liabilities Data

			December 31, 2008		December 31, 2007		December 31, 2006		December 31, 2005
Members' Capital		$	115,876,755	$	85,973,252	$	53,322,618	$	15,507,695
Net asset value per unit:
	Class A	$	121.94	$	112.32	$	105.21	$	-0-
	Class B	$	133.53	$	120.70	$	111.05	$	103.43
	Class C	$	102.93	$	-0-	$	-0-	$	-0-
	Class E	$	141.90	$	125.61	$	113.39	$	103.81

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity. There are no known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in the Registrant’s liquidity increasing or decreasing in any material way. The investments that the Fund invests in have varying liquidity opportunities ranging from daily to annually. The Fund maintains a limited cash position, but sufficient to cover an current and anticipated liabilities including withdrawal requests by Members. Redemption requests could be delayed due to liquidity constraints of Investee Pools.

Capital Resources. There are no commitments for capital expenditures as of the end of the latest fiscal period. Capital invested in the Fund has increased as investors continue to purchase interests in the Fund. The Fund anticipates offering interests on a continuing basis, increasing the total capital available for investment. 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. The net assets invested in the pool increased by approximately 35%, or approximately $29.9 million in 2008 as a result of contributions by new and existing investments as well as positive investment performance. During 2007, assets increased by approximately $32.6 million. The Fund launched investment operations in 2005 and completed its first year with approximately $15.5 million in assets.

Performance of the Fund may vary considerably from one period to the next.

Investee Pool performance during the year ended December 31, 2008 coupled with ongoing operating expenses resulted in a net gain of 8.78% for the overall pool. The 2008 net gain was 8.56% for the Class A Units, 10.63% for the Class B Units, 2.94% for the Class C Units, and 12.97% for the Class E Units. Comparative performance for the year ended December 31, 2007 resulted in a net gain of 8.62% for the overall pool and a net gain of 6.76% for the Class A Units, 8.69% for the Class B Units, and 10.78% for Class E Units. Class C Units were first issued April 1, 2008.

Differences in the performance results between different classes of units are primarily attributable to the different fee structures of each class of units. Results may also vary considerably when compared to results from the same period in previous years. The differences between performance in 2008 and 2007 is attributable to general market conditions, the timing of the purchase and sale of units by class, changes to the Investment Funds in which the Fund invests, and reallocations of investments among Investment Funds made by the Investment Committee of the Fund. Finally, Class C Units were first issued on April 1, 2008 and therefore participated in the performance results of the Investment Funds for only nine months of 2008, which contributed to the lower performance achieved by the Class C Units in 2008 as compared to the other classes of units.

Off-Balance Sheet Arrangements. Not applicable.

Tabular Disclosure of Contractual Obligations. Not applicable.

Summary of Significant Accounting Policies

The following accounting policies are presented to assist the reader in understanding the Fund’s financial statements:

Investments in Investment Funds: Investments in investment funds are valued at fair value, which is measured based on the Fund’s proportionate interest in the net assets of the respective investment funds, and is determined from financial data provided by the investment funds. All of the financial instruments held by the investment funds are reported at fair value. Because of the inherent uncertainty of valuation, values of positions stated at fair value may differ significantly from what may actually be realized upon sale or disposition. Investments without a ready market are valued by the fund managers based upon available financial data, market conditions and comparable valuations for similar investments with a ready market.

-17-

Investments in Futures Contracts: The Fund invests in financial and commodity futures contracts to profit from anticipated trends in foreign exchange, interest rates and market prices. Upon entering into a futures contract, the Fund is required to pledge to the broker an amount of cash equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuations in the fair value of the underlying items. The Fund recognizes a gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss.

Investment Income: Investment income includes realized and unrealized gains and losses from the Fund’s investments in investment funds, managed accounts, and interest income. Gains, losses, income earned and expenses incurred by the investment funds are allocated 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, deductions, and credits are passed through to, and taken into account by, the Fund’s members on their own income tax returns. The primary difference between financial statement income and taxable income relates to certain gains and losses that are not immediately realized for income tax purposes.

Effective March 30, 2008, the Fund adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.“ FIN 48 requires the evaluation of tax positions taken on previously filed tax returns or expected to be taken on future returns. These positions must meet a “more likely than not“ standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained upon examination. In evaluating whether a tax position has met the recognition threshold, the Fund must presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions not deemed to meet the “more likely than not“ threshold are recorded as a tax expense in the current year.

FIN 48 requires the Fund to analyze all open tax years, as defined by the Statute of Limitations, for all major jurisdictions. Open tax years are those that are open for exam by taxing authorities. Major jurisdiction for the Fund includes Federal. As of December 31, 2008, open Federal tax years include the tax years ended December 31, 2006 through 2008. The Fund has no examination in progress.

The Fund has reviewed all open tax years and major jurisdictions and concluded that the adoption of FIN 48 resulted in no effect to the Fund’s financial position or results of operations. 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 fiscal year-end December 31, 2008. 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 twelve 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. Non-interest bearing demand deposits are fully insured by the FDIC. Interest bearing deposits are insured up to $250,000. The Fund has an arrangement allowing for the sweep of excess cash deposits on a nightly basis. The interest bearing sweep balances are secured by high quality commercial paper. The Fund has established managed accounts to be traded by certain foreign exchange and commodity trading advisors on behalf of the Fund. Cash in managed accounts is held by UBS to secure trading positions in currency and commodity futures. These funds are insured to the SIPC limits.

-18-

Aspen Diversified Fund LLC

Cash Held in Excess of Federally Insured Limits

		December 31, 2008			December 31, 2007
Description
Cash in bank	$	380,000		$	21,000
Overnight sweep		1,054,506			1,065,499
Total cash at Bank of America		1,434,506			1,086,449
Cash held - managed accounts		21,427,234			-0-
Total cash	$	22,861,740		$	1,086,449
FDIC insurance limit		(380,000	)
SIPC insurance limit		(500,000	)
Collateralized deposits		(1,054,506	)
Uninsured, uncollateralized balance	$	20,927,234

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Standard: Effective January 1, 2008, the Fund adopted the requirements of Statements of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair value Measurements.” SFAS 157 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As such, the Fund will begin to classify its investments into Level I, which refers to securities traded in an active market, Level 2, which refers to securities not traded in an active market but for which observable market inputs are readily available to determine the fair value, and Level 3, which refers to securities not traded in an active market and for which no significant observable market inputs are available. Adoption of SFAS 157 did not have a material impact on the financial statements for the year ended December 31, 2008.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.

The Fund is a speculative commodity pool. 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 effects among the Investment Funds’ open positions and the liquidity of the markets in which they trade.

Investment Funds 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” for a discussion of trading and non-trading risk factors applicable to the Fund and Investment Funds.

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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 quantitative disclosures 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). 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.

Aspen Diversified Fund LLC

Fair Value of Market Risk Sensitive Instruments

	Year Ended December 31, 2008
Investment Fund		Fair Value	% of Total
ADF Trading Company I, LLC (Welton Investment Corporation)	$	15,504,508	13.27%
ADF Trading Company II, LLC (Thor Asset Management USA, LLC)		5,900,628	5.05%
APM Hedged Global Commodity Fund LDC		14,122,097	12.09%
Aspect US Fund LLC		-0-	0.00%
Boronia Diversified Fund (U.S.), LP		15,218,845	13.03%
CFM Discus Fund LTD		5,343,293	4.57%
FORT Global Contrarian, LP		-0-	0.00%
Global Commodity Systematic, LP		13,898,324	11.89%
HFR MF Diversified Select Master Trust		20,289,786	17.36%
Man-AHL Diversified II LP		17,163,246	14.69%
Robeco Transtrend Diversified Fund LLC		9,402,424	8.05%
Welton Global Capital Markets Fund, Ltd.		-0-	0.00%
	$	116,843,223	100.00%

Each Investment Fund establishes restrictions regarding when the Fund may withdraw its interests in the Investee Pool. A summary of the frequency of withdrawal opportunities is set forth below:

Investment Fund	Redemptions Permitted
ADF Trading Company I, LLC (Welton Investment Corporation)	Daily
ADF Trading Company II, LLC (Thor Asset Management USA, LLC)	Daily
APM Hedged Global Commodity Fund LDC	Quarterly
Boronia Diversified Fund (U.S.), LP	Monthly
CFM Discus Fund LTD	Monthly
Global Commodity Systematic, LP (A-2 Units)	Monthly
Global Commodity Systematic, LP (B-2 Units)	Annually
HFR MF Diversified Select Master Trust	Monthly
Man-AHL Diversified II LP	Monthly
Robeco Transtrend Diversified Fund LLC	Monthly

Item 8.  Financial Statements and Supplementary Data.

Financial statements meeting the requirements of Regulation S-X and the supplementary financial information required by Item 302 of Regulation S-K can be found the following pages.

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PMB+Helin Donovan

Consultants & Certified Public Accountants

_______________________

ASPEN DIVERSIFIED FUND LLC

FINANCIAL STATEMENTS

DECEMBER 31, 2008

(With Report of Independent Registered Public Accounting Firm Thereon)

_______________________

Table of Contents
	Page No.
Report of Independent Registered Public Accounting Firm	F-1
Statements of Assets and Liabilities	F-3
Statements of Operations	F-4
Statements of Changes in Net Assets	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

PMB+Helin Donovan

Consultants & Certified Public Accountants

_______________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Aspen Diversified Fund LLC;

We have audited the accompanying statement of assets and liabilities of Aspen Diversified Fund LLC as of December 31, 2008, and the related statement of operations, changes in net assets, cash flows and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Aspen Diversified Fund LLC as of December 31, 2008, the results of its operations, the changes in net assets, cash flows, and financial highlights for the year then ended in conformity with accounting principles generally accepted in the United States of America.

PMB Helin Donovan, LLP

/s/ PMB Helin Donovan, LLP

Austin, Texas

March 27, 2009

-F-1-

WILLIAMS BENATOR & LIBBY, LLP

Certified Public Accountants & Consultants

_______________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Members

Aspen Diversified Fund LLC

Atlanta, Georgia

We have audited the accompanying statement of assets and liabilities of Aspen Diversified Fund LLC as of December 31, 2007 and 2006, and the related statement of operations, changes in net assets, cash flows and the financial highlights for the years ended December 31, 2007 and 2006 and the period from inception (April 7, 2005) through December 31, 2005. Aspen Diversified Fund LLC's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aspen Diversified Fund LLC as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 and the period from inception (April 7, 2005) through December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/ Williams Benatory & Libby, LLP

Atlanta, Georgia

April 14, 2008

-F-2-

Aspen Diversified Fund LLC

Statements of Assets and Liabilities

			December 31,		December 31,
			2008		2007
ASSETS
Investments:
Investments in investment funds–at fair value–Note B		$	94,438,015	$	86,543,576
	(cost: $76,393,699 and $75,148,450 at December 31, 2008 and 2007, respectively)
Unrealized gain on futures contracts–at fair value–Note B			399,456		-0-
Total investments			95,837,470		86,543,576
	(cost: $76,393,699 and $75,148,450 at December 31, 2008 and 2007, respectively)
Cash and cash equivalents			22,861,740		1,086,449
Interest and other receivables			793		4,473
Investments in transit			600,000		1,550,000
TOTAL ASSETS		$	119,300,004	$	89,184,498
LIABILITIES AND NET ASSETS
LIABILITIES:
Unrealized loss on futures contracts–at fair value–Note B		$	421,497	$	-0-
Trailing commissions payable			12,784		10,403
Management, incentive and administrative fees payable–Note D			144,055		210,921
Managed accounts fees payable			73,446		-0-
Membership redemptions payable			988,367		778,097
Capital contributions received in advance of admission date			1,783,100		2,211,825
TOTAL LIABILITIES			3,423,249		3,211,246
NET ASSETS–Note C			115,876,755		85,973,252
TOTAL LIABILITIES AND NET ASSETS		$	119,300,004	$	89,184,498
See notes to financial statements.

-F-3-

Aspen Diversified Fund LLC

Statements of Operations

				Year Ended		Year Ended		Year Ended
				December 31, 2008		December 31, 2007		December 31, 2006
Investment income
	Realized and unrealized gains on investments–Note B
		Realized gains on investments	$	5,288,165	$	45,519	$	483,444
		Unrealized gains on investments		7,627,149		8,110,883		2,695,965
	Net realized and unrealized gains on investments			12,915,314		8,156,402		3,179,409
	Interest income			33,398		43,719		51,488
		TOTAL INVESTMENT INCOME		12,948,712		8,200,121		3,230,897
Operating expenses–Note D
	Management and incentive fees			1,722,143		1,052,688		200,600
	Administrative fees			657,763		465,944		198,792
	Managed account fees			73,446		-0-		-0-
	Bank fees			7,627		6,119		5,855
	Trailing commissions			111,976		55,952		5,407
		TOTAL OPERATING EXPENSES		2,572,955		1,580,703		410,654
		NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	10,375,757	$	6,619,418	$	2,820,243
See notes to financial statements.

-F-4-

Aspen Diversified Fund LLC

Statements of Changes in Net Assets

			Year Ended			Year Ended			Year Ended
			December 31, 2008			December 31, 2007			December 31, 2006
Net assets at beginning of year		$	85,973,252		$	53,322,618		$	15,507,695
Capital contributions			28,613,421			31,298,805			38,563,720
Redemptions			(9,085,675	)		(5,267,589	)		(3,569,040	)
Net increase from operations			10,375,757			6,619,418			2,820,243
	NET ASSETS AT END OF YEAR	$	115,876,755		$	85,973,252		$	53,322,618
See notes to financial statements.

-F-5-

Aspen Diversified Fund LLC

Statements of Cash Flows

				Year Ended			Year Ended			Year Ended
				December 31, 2008			December 31, 2007			December 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
	Net increase in net assets resulting from operations		$	10,375,757		$	6,619,418		$	2,820,243
	Adjustments to reconcile net increase in net assets resulting from operations to cash provided by (used in) operating activities:
		Purchase of net investments		(36,545,000	)		(28,874,519	)		(44,545,037	)
		Proceeds from disposition of investments		40,587,916			4,545,519			9,210,803
		Realized gains on investments		(5,288,165	)		(45,519	)		(483,444	)
		Unrealized gains on investments		(7,627,149	)		(8,110,883	)		(2,695,965	)
		Decrease (increase) in interest and other receivables		3,680			3,202			(7,480	)
		Decrease (increase) in investments in transit		950,000			(871,000	)		(279,000	)
		Increase in trailing commissions payable		2,381			8,220			2,183
		Increase in management, incentive, managed account, and administrative fees payable		6,580			120,895			81,099
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES				2,466,000			(26,604,667	)		(35,896,598	)
CASH FLOWS FROM FINANCING ACTIVITES
	Capital contributions recevied from members			28,184,695			32,043,680			39,616,670
	Membership redemptions			(8,875,404	)		(5,238,485	)		(2,873,475	)
NET CASH PROVIDED BY FINANCING ACTIVITIES				19,309,291			26,805,195			36,743,195
NET INCREASE IN CASH AND CASH EQUIVALENTS				21,775,291			200,528			846,597
Cash and cash equivalents at beginning of year				1,086,449			885,921			39,324
CASH AND CASH EQUIVALENTS AT END OF YEAR			$	22,861,740		$	1,086,449		$	885,921
	Cash paid for interest		$	-0-		$	-0-		$	-0-
	Cash paid for income taxes		$	-0-		$	-0-		$	-0-
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
At December 31, 2008, 2007, and 2006, the Company had membership redemptions payable of $988,367, $778,097, and $748,993, and contributions received in advance of $1,783,100, $2,211,825, and $1,466,950, respectively.
See notes to financial statements.

-F-6-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE A–DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Aspen Diversified Fund, LLC (“the Fund”) is a Delaware limited liability company organized under the laws of Delaware in April 2005. The Fund began investment operations on July 1, 2005.

The Fund’s business is trading a diversified portfolio of futures, forward and option contracts on currencies, metals, financial instruments, stock indices, energy and agricultural commodities. The Fund is organized as a “multi-advisor” commodity pool and invests its assets in other pooled investment vehicles (“Investee Pools”) as well as separately managed accounts (together with Investee Pools,“Investment Funds”) managed or traded by independent Commodity Trading Advisors (“CTAs”), or other portfolio managers (together “Portfolio Managers”).

Investment Funds may trade diversified portfolios of futures in U.S. and non-U.S. markets in an effort to actively profit from anticipated trends in market prices. Portfolio Managers may rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify and exploit price trends. Portfolio Managers will attempt to structure portfolios of liquid futures contracts including but not limited to stock index, global currency, interest rate, metals, energy and agricultural futures markets.

Aspen Partners, Ltd. (the “Managing Member”), acts as the managing member, commodity pool operator, and trading adviser of the Fund. As of December 31, 2008, the Managing Member had approximately $130.3 million of assets under management, including assets of the Fund. The Managing Member is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is a registered Introducing Broker (“IB”) and Commodity Pool Operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”). Aspen Partners, Ltd. is responsible for the daily operations of the Fund, as well as facilitating instructions of the Investment Committee.

Guidance Capital LLC (the “Sub-Advisor”), an Illinois limited liability company, acts as sub-advisor to the Fund. The Sub-Advisor is unaffiliated with the Managing Member. The Sub-Advisor is a registered investment adviser under the Advisers Act, and is also registered with the CFTC as a CTA and is a member of the NFA.

The Sub-Advisor is responsible for recommending the selection of, investment in and withdrawal from Investment Funds, to the Investment Committee of the Fund (the “Investment Committee”), which consists of representatives from both the Sub-Advisor and the Managing Member. The Managing Member generally will, in its sole discretion, implement the decisions made by the Investment Committee, although it is not required to do so.

Interests in the Fund are marketed through Frontier Solutions, LLC (the “Broker/Dealer”), a Georgia limited liability company. The Broker/Dealer is a wholly-owned subsidiary of the Managing Member and is a registered Broker/Dealer with the Financial Industry Regulatory Authority (“FINRA”).

-F-7-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE A–DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES–Continued

The following accounting policies are presented to assist the reader in understanding the Fund’s financial statements:

Investments in Investment Funds: Investments in investment funds are valued at fair value, which is measured based on the Fund’s proportionate interest in the net assets of the respective investment funds, and is determined from financial data provided by the investment funds. All of the financial instruments held by the investment funds are reported at fair value. Because of the inherent uncertainty of valuation, values of positions stated at fair value may differ significantly from what may actually be realized upon sale or disposition. Investments without a ready market are valued by the fund managers based upon available financial data, market conditions and comparable valuations for similar investments with a ready market.

Investments in Futures Contracts: The Fund invests in financial and commodity futures contracts to profit from anticipated trends in foreign exchange, interest rates and market prices. Upon entering into a futures contract, the Fund is required to pledge to the broker an amount of cash equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuations in the fair value of the underlying items. The Fund recognizes a gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss.

Investment Income: Investment income includes realized and unrealized gains and losses from the Fund’s investments in investment funds, managed accounts, and interest income. Gains, losses, income earned and expenses incurred by the investment funds are allocated 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, deductions, and credits are passed through to, and taken into account by, the Fund’s members on their own income tax returns. The primary difference between financial statement income and taxable income relates to certain gains and losses that are not immediately realized for income tax purposes.

-F-8-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE A–DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES–Continued

Income Taxes–Continued:

Effective March 30, 2008, the Fund adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.” FIN 48 requires the evaluation of tax positions taken on previously filed tax returns or expected to be taken on future returns. These positions must meet a “more likely than not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained upon examination. In evaluating whether a tax position has met the recognition threshold, the Fund must presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions not deemed to meet the “more likely than not” threshold are recorded as a tax expense in the current year.

FIN 48 requires the Fund to analyze all open tax years, as defined by the Statute of Limitations, for all major jurisdictions. Open tax years are those that are open for exam by taxing authorities. Major jurisdiction for the Fund includes Federal. As of December 31, 2008, open Federal tax years include the tax years ended December 31, 2006 through 2008. The Fund has no examination in progress.

The Fund has reviewed all open tax years and major jurisdictions and concluded that the adoption of FIN 48 resulted in no effect to the Fund’s financial position or results of operations. 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 fiscal year-end December 31, 2008. 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 twelve 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. Non-interest bearing demand deposits are fully insured by the FDIC. Interest bearing deposits are insured up to $250,000. The Fund has an arrangement allowing for the sweep of excess cash deposits on a nightly basis. The interest bearing sweep balances are secured by high quality commercial paper. The Fund has established managed accounts to be traded by certain foreign exchange and commodity trading advisors on behalf of the Fund. Cash in managed accounts is held by UBS to secure trading positions in currency and commodity futures. These funds are insured to the SIPC limits.

-F-9-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE A–DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES–Continued

Cash and Cash Equivalents–Continued:

	Balance
		December 31, 2008			December 31, 2007
Description
Cash in bank	$	380,000		$	21,000
Overnight sweep		1,054,506			1,065,499
Total Bank of America		1,434,506			1,086,449
Cash held – managed accounts		21,427,234			-0-
Total cash	$	22,861,740		$	1,086,449
FDIC insurance limit		(380,000	)
SIPC insurance limit		(500,000	)
Collateralized deposits		(1,054,506	)
Uninsured, uncollateralized balance	$	20,927,234

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Standard: Effective January 1, 2008, the Fund adopted the requirements of Statements of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair value Measurements.” SFAS 157 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As such, the Fund will begin to classify its investments into Level I, which refers to securities traded in an active market, Level 2, which refers to securities not traded in an active market but for which observable market inputs are readily available to determine the fair value, and Level 3, which refers to securities not traded in an active market and for which no significant observable market inputs are available. Adoption of SFAS 157 did not have a material impact on the financial statements for the year ended December 31, 2008.

-F-10-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE B–INVESTMENTS IN INVESTMENT FUNDS & FUTURES CONTRACTS

At December 31, 2008 and during the year then ended, investments and net realized and unrealized gains (losses) on investment funds and futures contracts consisted of the following:

									% of Fund's
Investment Funds and Futures Contracts		Net Gains/(Losses)			Cost Basis		Fair Value		Net Assets
Investment Funds:
APM Hedged Global Commodity Fund, LDC	$	878,247		$	11,600,980	$	14,122,097		12.19%
Aspect US Fund LLC		668,885			-0-		-0-		0.00%
Boronia Diversified Fund (U.S.), LP		531,686			13,033,000		15,218,845		13.13%
CFM Discus Fund LTD		447,408			4,545,519		5,343,293		4.61%
FORT Global Contrarian, LP		(800,266	)		-0-		-0-		0.00%
Global Commodity Systematic LP		1,863,631			11,730,000		13,898,324		11.99%
HFR MF Diversified Select Master Trust		2,955,653			14,450,000		20,289,786		17.51%
Man-AHL Diversified II LP		2,921,464			13,034,200		17,163,246		14.81%
Robeco Transtrend Diversified Fund LLC		1,402,424			8,000,000		9,402,424		8.11%
Welton Global Capital Markets Fund, Ltd.		1,948,536			-0-		-0-		0.00%
Total Investment Funds		12,817,668			76,393,699		95,438,015		82.35%
Futures Contracts		97,646			-0-		(22,041	)	(0.02%	)
TOTAL	$	12,915,314		$	76,393,699		95,415,974		82.33%
Other assets, less liabilities							20,460,781		17.67%
Net assets						$	115,876,755		100.00%

At December 31, 2008, 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-		$	95,438,015	$	-0-
Unrealized loss in futures contracts, net		(22,041	)	$	-0-	$	-0-
	$	(22,041	)	$	95,438,015	$	-0-

-F-11-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

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

At December 31, 2008, and during the year then ended, the Fund’s investments in investment funds and net gains (losses) by investment objective, as a percentage of total investments, were as follows:

Investment Objective		Net Gains/(Losses)			Cost Basis		Fair Value	% of Total
Fixed Income Specialist	$	878,247		$	11,600,980	$	14,122,097	14.80%
Diversified Long-Term Trend Follower		8,691,556			27,484,200		37,453,032	39.24%
Diversified Medium-Term Trend Follower		1,402,424			8,000,000		9,402,424	9.85%
Diversified Short-Term Trend Follower		979,094			17,578,519		20,562,138	21.55%
Contra-Trend		(899,638	)		-0-		-0-	0.00%
Physical Commodity Specialist		1,863,631			11,730,000		13,898,324	14.56%
	$	12,915,314		$	76,393,699	$	95,438,015	100.00%

At December 31, 2008, and during the year then ended, the Fund’s investments in investment funds and net gains by geographic region, as a percentage of total investments, were as follows:

Geographic Region		Net Gains		Cost Basis		Fair Value	% of Total
United States	$	3,424,250	$	21,034,200	$	26,565,670	27.84%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		8,959,378		43,326,499		56,653,500	56.22%
Australia		531,686		13,033,000		15,218,845	15.94%
	$	12,915,314	$	77,393,699	$	95,438,015	100.00%

-F-12-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

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

As of December 31, 2008 and 2007, the aggregate unrealized appreciation and depreciation of investments was as follows:

Description		2008		2007
Unrealized appreciation	$	19,044,316	$	11,395,126
Unrealized depreciation		-0-		-0-
	$	19,044,316	$	11,395,126

As of December 31, 2008, net unrealized losses in futures contracts, by type, were as follows:

Futures Contract Type		Net Unrealized Losses
Foreign exchange contracts	$	(7,065	)
Commodity futures contracts		(14,976	)
	$	(22,041	)

-F-13-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

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

At December 31, 2007, and during the year then ended, investments and net realized and unrealized gains on investments consisted of the following:

								% of Fund's
Investment Funds		Net Gains		Cost Basis		Fair Value		Net Assets
APM Hedged Global Commodity Fund, LDC	$	1,221,929	$	6,900,980	$	8,543,849		9.94%
Aspect US Fund LLC		676,497		10,838,000		11,984,816		13.94%
CFM Discus Fund LTD		349,612		4,545,519		4,895,885		5.70%
CFM Discus Fund LP		45,519		-0-		-0-		0.00%
FORT Global Contrarian, LP		212,176		14,248,751		15,393,664		17.91%
Global Commodity Systematic LP		304,694		1,780,000		2,084,694		2.42%
Boronia Diversified Fund (U.S.), LP (Grinham)		1,526,578		10,008,000		11,662,159		13.56%
HFR MF Diversified Select Master Trust		2,169,957		13,450,000		16,334,133		19.00%
Man-AHL Diversified II LP		734,941		5,664,200		6,871,782		7.99%
Welton Global Capital Markets Fund, Ltd.		914,499		7,713,000		8,772,594		10.20%
	$	8,156,402	$	75,148,450		86,543,576		100.66%
Other assets, less liabilities						(570,324	)	(0.66%	)
Net assets					$	85,973,252		100.00%

At December 31, 2007, and during the year then ended, the Fund’s investments and net gains by investment objective, as a percentage of total investments, were as follows:

							% of
Investment Objective		Net Gains		Cost Basis		Fair Value	Total
Fixed Income Specialist	$	1,221,929	$	6,900,980	$	8,543,849	9.87%
Diversified Long-Term Trend Follower		4,495,894		37,665,200		43,963,325	50.80%
Diversified Short-Term Trend Follower		1,921,709		14,553,519		16,558,044	19.13%
Contra-Trend		212,176		14,248,751		15,393,664	17.79%
Physical Commodity Specialist		304.694		1,780,000		2,084,694	2.41%
	$	8,156,402	$	75,148,450	$	86,543,576	100.00%

-F-14-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

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

At December 31, 2007, and during the year then ended, the Fund’s investments and net gains by geographic region, as a percentage of total investments, were as follows:

							% of
Geographic Region		Net Gains		Cost Basis		Fair Value	Total
United States	$	947,117	$	19,912,951	$	22,265,446	25.73%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		5,682,707		45,227,499		52,615,971	60.80%
Australia		1,526,578		10,008,000		11,662,159	13.47%
	$	8,156,402	$	75,148,450	$	86,543,576	100.00%

At December 31, 2006, and during the year then ended, investments and net realized and unrealized gains on investments consisted of the following:

								% of Fund's
Investment Funds		Net Gains		Cost Basis		Fair Value		Net Assets
APM Hedged Global Commodity Fund, LDC	$	329,016	$	4,750,980	$	5,171,920		9.70%
Aspect US Fund LLC		468,309		6,250,000		6,720,319		12.60%
CFM Discus Fund LP		2,764		4,500,000		4,500,754		8.44%
CMF Winton Feeder I LP		280,366		-0-		-0-		0.00%
FORT Global Contrarian, LP		861,975		10,008,751		10,941,488		20.52%
Boronia Diversified Fund (U.S.), LP (Grinham)		127,581		4,800,000		4,927,581		9.24%
HFR MF Diversified Select Master Trust		714,176		10,700,000		11,414,176		21.41%
Man-AHL Diversified II LP		208,919		4,164,200		4,636,841		8.70%
Welton Global Capital Markets Fund, Ltd.		145,096		5,599,999		5,745,095		10.77%
Windjammer Fund I, LLC		41,207		-0-		-0-		0.00%
	$	3,179,409	$	50,773,930	$	54,058,174		101.38%
Other assets, less liabilities						(735,556	)	(1.38%	)
Net assets					$	53,322,618		100.00%

-F-15-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

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

At December 31, 2006, and during the year then ended, the Fund’s investments and net gains by investment objective, as a percentage of total investments, were as follows:

							% of
Investment Objective		Net Gains		Cost Basis		Fair Value	Total
Fixed Income Specialist	$	329,016	$	4,750,980	$	5,171,920	9.57%
Diversified Long-Term Trend Follower		1,858,073		26,714,199		28,516,431	52.75%
Diversified Short-Term Trend Follower		130,345		9,300,000		9,428,335	17.44%
Contra-Trend		861,975		10,008,751		10,941,488	20.24%
	$	3,179,409	$	50,773,930	$	54,058,174	100.00%

At December 31, 2006, and during the year then ended, the Fund’s investments and net gains by geographic region, as a percentage of total investments, were as follows:

							% of
Geographic Region		Net Gains		Cost Basis		Fair Value	Total
United States	$	1,392,467	$	14,172,951	$	15,578,329	28.82%
Caribbean (Bermuda, Bahamas, and Cayman Islands)		1,659,361		31,800,979		33,552,264	62.07%
Australia		127,581		4,800,000		4,927,581	9.11%
	$	3,179,409	$	50,773,930	$	54,058,174	100.00%

-F-16-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

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

The investment objectives and redemptions permitted for the investment funds in which the Fund was invested as of December 31, 2008 were as follows:

Investment Fund	Investment Objective	Redemptions Permitted
APM Hedged Global Commodity Fund, LDC	Fixed Income Specialist	Quarterly
Boronia Diversified Fund (U.S.), LP	Diversified Short-Term Trend Follower	Monthly
CFM Discus Fund LTD	Diversified Short-Term Trend Follower	Monthly
Global Commodity Systematic LP (A-2 Units)	Physical Commodity Specialist	Monthly
Global Commodity Systematic LP (B-2 Units)	Physical Commodity Specialist	Annually
HFR MF Diversified Select Master Trust	Diversified Long-Term Trend Follower	Monthly
Man-AHL Diversified II LP	Diversified Long-Term Trend Follower	Monthly
Robeco Transtrend Diversified LLC	Diversified Medium-Term Trend Follower	Monthly

These 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 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. Information is not available to determine if an individual investment held by any of these investment funds exceeded 5% of the Fund’s capital at December 31, 2008 and 2007.

At December 31, 2008 and 2007, the Fund had remitted $600,000 and $1,550,000, respectively, to the investment funds that would not be credited to its respective capital accounts until the first day of the following month. These amounts were recorded as investments in transit at December 31, 2008 and 2007.

-F-17-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE C–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 capital account as of the end of each calendar month, provided that the withdrawing member gives at least 10 days prior written notice.

The Fund admits members only on the first day of each month. At December 31, 2008 and 2007, the Fund had received capital contributions of $1,783,100 and $2,211,825, respectively that were credited to the member’s capital accounts during 2009 and 2008, respectively. These amounts have been recorded as capital contributions received in advance of admission date.

The Fund may be dissolved at any time by the determination of the managing member to dissolve and liquidate the Fund.

During the years ended December 31, 2006, 2007, and 2008, net assets changed as follows:

		Class A			Class B			Class C		Class E			Total
Net asset value at December 31, 2005	$	-0-		$	521,142		$	-0-	$	14,986,553		$	15,507,695
Issuance of units		1,285,217			34,913,832			-0-		2,364,671			38,563,720
Redemption of units		-0-			(1,026,713	)		-0-		(2,542,327	)		(3,569,040	)
Net increase from operations		36,066			1,388,281			-0-		1,395,896			2,820,243
Net asset value at December 31, 2006	$	1,321,283		$	35,796,542		$	-0-	$	16,204,793		$	53,322,618
Issuance of units		2,349,760			28,465,372			-0-		483,673			31,298,805
Redemption of units		(313,064	)		(2,850,229	)		-0-		(2,104,296	)		(5,267,589	)
Net increase from operations		218,451			4,700,656			-0-		1,700,311			6,619,418
Net asset value at December 31, 2007	$	3,576,430		$	66,112,341		$	-0-	$	16,284,481		$	85,973,252
Issuance of units		4,070,200			22,790,821			1,504,331		248,069			28,613,421
Redemption of units		(461,510	)		(7,767,000	)		-0-		(857,165	)		(9,085,675	)
Transfer between classes		-0-			(4,372,956	)		4,372,956		-0-			-0-
Net increase from operations		471,085			7,613,439			186,043		2,105,190			10,375,757
Net asset value at December 31, 2008	$	7,656,205		$	84,376,645		$	6,063,330	$	17,780,575		$	115,876,755

-F-18-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE C–NET ASSETS–Continued

Unit transactions for the years ended December 31, 2006, 2007 and 2008 were as follows:

		Class A			Class B			Class C		Class E		Total
Net asset value per unit at December 31, 2005	$	-0-		$	103.43		$	-0-	$	103.81
Units outstanding at January 1, 2006		-0-			5,039			-0-		144,363		149,402
Units issued		12,558			326,688			-0-		21,707		360,953
Units redeemed		-0-			(9,375	)		-0-		(23,156	)	(32,531	)
Units outstanding at December 31, 2006		12,558			322,352			-0-		142,914		477,824
Net asset value per unit at December 31, 2006	$	105.21		$	111.05		$	-0-	$	113.39
Units outstanding at December 31, 2006		12,558			322,352			-0-		142,914		477,824
Units issued		22,148			250,405			-0-		3,984		276,537
Units redeemed		(2,864	)		(24,996	)		-0-		(17,258	)	(45,118	)
Units outstanding at December 31, 2007		31,842			547,761			-0-		129,640		709,243
Net asset value per unit at December 31, 2007	$	112.32		$	120.70		$	-0-	$	125.61
Units outstanding at December 31, 2007		31,842			547,761			-0-		129,640		709,243
Units issued		34,842			178,800			58,904		1,900		274,428
Units redeemed		(3,879	)		(94,654	)		-0-		(6,235	)	(104,768	)
Units outstanding at December 31, 2008		62,787			631,907			58,904		125,305		878,903
Net asset value per unit at December 31, 2008	$	121.94		$	133.53		$	102.93	$	141.90

-F-19-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE D–RELATED PARTY TRANSACTIONS

The Fund pays various monthly fees to the managing member, Aspen Partners, Ltd., which vary depending upon the unit class. The annual fee percentages by unit class are as follows:

	Class A	Class B	Class C	Class E
Management fees	1.00%	1.00%	0.75%	0.00%
Incentive fees	10.00%	10.00%	7.50%	0.00%
Administrative fees	0.65%	0.65%	0.25%	0.65%

The incentive fees are equal to the applicable percentage of the new investment profits earned monthly by class over the high water mark, as defined. During the years ended December 31, 2008, 2007 and 2006, the Fund recognized management fee expenses of $855,545, $554,165, and $148,625, respectively, and incentive fee expense of $866,598, $498,523, and $51,975, respectively.

During the yearS ended December 31, 2008, 2007 and 2006, the Fund recognized expenses of $657,763, $465,944, and $198,792, respectively, related to certain accounting and administrative services provided by the managing member.

At December 31, 2008 and 2007, management, incentive, and administrative fees payable to the managing member totaled $144,055 and $210,921, respectively.

Interests in the Fund are marketed through Frontier Solutions, LLC, a registered Broker/Dealer and a wholly-owned subsidiary of the managing member, Aspen Partners, Ltd. The managing member pays Frontier Solutions for these services, not the Fund.

NOTE E–FINANCIAL HIGHLIGHTS

Financial highlights for the Fund are shown below. All income and expense percentages are based on total income or expense for the year for each class and are calculated using the weighted average invested capital by class of unit. Ratios for Class E units reflect the fact that Class E units incur no management or incentive fees. An individual investor’s ratios may vary from these ratios due to the timing of investments and withdrawals and market volatility.

-F-20-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE F–FINANCIAL HIGHLIGHTS–Continued

Financial highlights were as follows for the year ended December 31, 2008:

Per unit activity:		Class A Units			Class B Units			Class C Units			Class E Units
Beginning new unit value at January 1, 2008	$	112.32		$	120.70		$	-0-		$	125.61
Initial unit purchase value		-0-			-0-			100.00			-0-
Realized and unrealized gains on invesments		15.16			16.41			3.97			17.21
Interest income		0.04			0.04			0.01			0.04
Management and incentive fees		(2.38	)		(2.70	)		(0.79	)		-0-
Administrative and other expenses		(3.20	)		(0.92	)		(0.26	)		(0.96	)
Ending unit value at December 31, 2008	$	121.94		$	133.53		$	102.93		$	141.90
Net investment income		14.48%			12.95%			7.77%			12.83%
Operating expenses, before incentive fees		4.19%			1.82%			1.46%			0.71%
Operating expenses, after incentive fees		5.06%			2.90%			1.87%			0.71%
Increase in net assets		9.42%			10.05%			5.91%			12.11%
Total return		8.56%			10.63%			2.94%			12.97%
Earnings per unit	$	11.16		$	2.98		$	5.81		$	6.41

Financial highlights were as follows for the year ended December 31, 2007:

Per unit activity:		Class A Units			Class B Units			Class C Units		Class E Units
Beginning new unit value at January 1, 2007	$	105.21		$	111.05		$	-0-	$	113.39
Initial unit purchase value		-0-			-0-			-0-		-0-
Realized and unrealized gains on invesments		11.74			12.53			-0-		12.92
Interest income		0.07			0.07			-0-		0.07
Management and incentive fees		(1.87	)		(2.20	)		-0-		-0-
Administrative and other expenses		(2.83	)		(0.75	)		-0-		(0.77	)
Ending unit value at December 31, 2007	$	112.32		$	120.70		$	-0-	$	125.61
Net investment income		13.56%			12.56%			0.00%		11.05%
Operating expenses, before incentive fees		4.07%			1.81%			0.00%		0.66%
Operating expenses, after incentive fees		4.86%			2.80%			0.00%		0.66%
Increase in net assets		8.70%			9.75%			0.00%		10.40%
Total return		6.76%			8.69%			0.00%		10.78%
Earnings per unit	$	9.25		$	11.02		$	-0-	$	12.07

-F-21-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE F–FINANCIAL HIGHLIGHTS–Continued

Financial highlights were as follows for the year ended December 31, 2006:

Per unit activity:		Class A Units			Class B Units			Class C Units		Class E Units
Beginning new unit value at January 1, 2006	$	-0-		$	103.43		$	-0-	$	103.81
Initial unit purchase value		100.00			-0-			-0-		-0-
Realized and unrealized gains on invesments		7.01			10.06			-0-		10.13
Interest income		0.07			0.17			-0-		0.17
Management and incentive fees		(0.74	)		(1.90	)		-0-		-0-
Administrative and other expenses		(1.13	)		(0.71	)		-0-		(0.72	)
Ending unit value at December 31, 2006	$	105.21		$	111.05		$	-0-	$	113.39
Net investment income		10.87%			19.70%			0.00%		9.55%
Operating expenses, before incentive fees		2.19%			2.86%			0.00%		0.67%
Operating expenses, after incentive fees		2.88%			3.43%			0.00%		0.67%
Increase in net assets		8.00%			16.28%			0.00%		8.88%
Total return		5.21%			7.37%			0.00%		9.23%
Earnings per unit	$	8.25		$	17.42		$	-0-	$	9.59

The Fund’s portfolio turnover rate was 39.93%, 0%, and 21.85% during the years ended December 31, 2008, 2007, and 2006, respectively.

NOTE F–SUBSEQUENT EVENTS

During the period from January 1, 2009 through March 27, 2009, the Fund received additional capital contributions of $7,663,390, and members requested redemptions of $11,269,544.

-F-22-

Aspen Diversified Fund LLC
Notes to Financial Statements
December 31, 2008

NOTE G–SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following represents unaudited quarterly financial information for the eight quarters through December 31, 2008.

			4th Qtr 2008		3rd Qtr 2008			2nd Qtr 2008		1st Qtr 2008		4th Qtr 2007		3rd Qtr 2007			2nd Qtr 2007		1st Qtr 2007
Total investment income (loss)		$	10,293,315	$	(8,874,313	)	$	3,275,464	$	8,254,246	$	4,934,438	$	(1,479,632	)	$	6,290,494	$	(1,545,179	)
Total expenses			522,478		428,840			512,144		1,109,493		532,167		293,616			459,544		295,376
Net increase (decrease) in net assets		$	9,770,837	$	(9,303,153	)	$	2,763,320	$	7,144,753	$	4,402,271	$	(1,773,248	)	$	5,830,950	$	(1,840,555	)
Net increase (decrease) in net assets per weighted average unit:
	Class A	$	9.66	$	(10.58	)	$	2.57	$	8.19	$	5.10	$	(3.05	)	$	8.55	$	(4.37	)
	Class B	$	11.13	$	(11.05	)	$	3.52	$	9.46	$	6.15	$	(2.64	)	$	9.54	$	(3.82	)
	Class C	$	8.71	$	(8.29	)	$	2.60		N/A		N/A		N/A			N/A		N/A
	Class E	$	12.15	$	(11.43	)	$	3.96	$	11.57	$	7.16	$	(2.54	)	$	10.51	$	(2.89	)

-F-23-

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A(T).  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, they concluded that, as of December 31, 2008, the Fund's disclosure controls are effective.

Management’s Report on Internal Control over Financial Reporting. The Managing Member of the Fund is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Managing Member has assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2008. In making this assessment, the Managing Member used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, in Internal Control-Integrated Framework. The Managing Member has concluded that, as of December 31, 2008, the Fund's internal control over financial reporting is effective based on these criteria. This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This annual report does not include an attestation report of the Fund's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Fund's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting. There have been no significant changes in the Fund's internal control over financial reporting in the twelve months ended December 31, 2008 that has materially affected or is reasonably likely to materially affect the Fund's internal control over financial reporting.

Limitations on the Effectiveness of Controls. Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Item 9B.  Other Information.

Not applicable.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.
(a) and (b) Identification of Directors and Executive Officers.
	The registrant itself has no directors or officers. The Managing Member, Aspen Partners, Ltd., is responsible for all decisions concerning the business and operations of the Fund.
	The principals of the Managing Member are Kenneth E. Banwart, Jeremy L. Standrod, William Ware Bush and Bryan R. Fisher.

-21-

Kenneth E. Banwart, born in 1942, is Chairman of the Managing Member and President of Frontier Solutions, LLC, a wholly-owned broker/dealer subsidiary of the Managing Member. He has over 30 years’ experience in the selection and management of a wide range of alternative investments.

Mr. Banwart began his career in 1966 after graduating with a Bachelor of Business Administration degree in Accounting from Wichita State University. From 1966 to 1969 he was with Ernst & Young LLP (formerly Arthur Young & Company) on the audit and tax staff specializing in the securities industry. During this period he became a Certified Public Accountant and was a member of the National Association of CPAs, the Texas Society of CPAs, and the National Association of Accountants. From 1969 to 1978 he was Director of the Tax Incentive Investment Department specializing in the selection and marketing of alternative investments for Rauscher Pierce Refsnes, Inc., a regional NYSE Member Firm with offices throughout the Southwest.

Since 1979, Mr. Banwart primarily has run his own businesses involved in the selection and marketing of alternative investments. During this period, he held positions as Co-Chairman of the Board of Red River Feed Yards, Inc., a 100,000-head feedlot located outside Phoenix, Arizona, as Executive Vice President of Robert Stranger & Co., a recognized authority with various publications on alternative investments, and as Executive Vice President of Boston Bay Capital, a firm specializing in the acquisition, renovation and management of certified historic properties.

Mr. Banwart served as Managing Director of Aspen Partners Ltd. since 1996 and assumed the role of Chairman in 2007. He has been registered as an associated person and principal of Aspen Partners with the NFA since December 1999.

Jeremy L. Standrod, born in 1975, is Managing Partner of the Managing Member as well as a Vice President of Frontier Solutions, LLC, a wholly-owned subsidiary of the Managing Member which is registered with FINRA as a Direct Participation Program broker/dealer. He joined the Managing Member in 1997, and now directs all fundamental operations of the company and is responsible for the overall direction of the Managing Member and all affiliated entities. Mr. Standrod has been registered as an associated person and principal of Aspen Partners with the NFA since August 2002.

Before becoming Managing Partner, Mr. Standrod participated in facets of the business, including development, information technology, accounting, compliance, and client service. He constructed, and continues to oversee, back- and middle-office systems for the firm and its offerings. During his tenure, the firm has placed over $800 million in assets in over 5,000 client accounts.

Mr. Standrod has experience in structuring private as well as public offerings. He has served as Chief Financial Officer for three Investment Companies registered under the Investment Company Act of 1940 and the Securities Act of 1933. During his tenure with Aspen, he has also served in various directorships and executive-level roles for private and offshore offerings.

Mr. Standrod holds a B.A. in Political Science from The University of West Georgia.

William Ware Bush, born in 1953, joined the Managing Member in 1998 and became a Partner in the company in 2007. Mr. Bush is primarily responsible for client relationships in the Southern and Western Regions of the United States. He has seventeen (17) years of experience in the financial services industry and has served in consulting roles at both investment banks and brokerage firms. He has been a senior marketer for three (3) institutional investment advisory organizations. Mr. Bush has been registered as an associated person of Aspen Partners with the NFA since January 2000 and principal of Aspen Partners with the NFA since September 2007.

He brings a broad perspective to his role with the Managing Member. Previous to his involvement in financial services, he was an economic development professional whose duties ranged from organizing trade missions to providing venture capital.

-22-

	A native of Augusta, Georgia, he received an undergraduate degree in History and International Political Science from Vanderbilt University and an MBA in International Business from Georgia State University in Atlanta.
	Bryan Fisher, born in 1973, joined the Managing Member in 2000 and became a Partner in the company in 2007. Mr. Fisher is primarily responsible for client relationships in the Mid-Atlantic and Northeast Regions of the United States. Prior to joining the Managing Member, Mr. Fisher previously worked for First Union Securities’ (now Wachovia Securities) Alternative Investment Group where he was responsible for National sales and marketing of seven (7) broad product groups: managed futures, private real estate, oil and gas LPs, exchange funds, hedge funds of funds, private equity/venture capital, and institutional money market funds. Mr. Fisher has been registered as an associated person of Aspen Partners with the NFA since December 2001 and principal of Aspen Partners with the NFA since September 2007. In addition, Mr. Fisher has been registered as a Branch Office Manager with the NFA since December 2001.
	Prior to joining First Union, Mr. Fisher was Vice President of Sales and Marketing for National Holdcasting Corp., a telecommunications firm located in Richmond, VA. Mr. Fisher holds a Bachelor of Arts Degree from Virginia Polytechnic Institute and State University.
(c)	Indentification of Certain Significant Employees.
	The registrant has no employees.
(d)	Family Relationships.
	None.
(e)	Business Experience.
	See Item 5 (a) and (b) above.
(f)	Involvement in Certain Legal Proceedings.
	None.
(g)	Promoters and Control Persons.
	None.

Code of Ethics

The Fund does not have any officers; therefore, it has not adopted a code of ethics applicable to the Fund’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Managing Member is primarily responsible for the day to day administrative and operational aspects of the Fund’s business. The Managing Member has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions and a copy of such code is included in Exhibit 14.

Item 11.  Executive Compensation.

The Fund does not itself have any officers, directors or employees. The principals of the Managing Member are remunerated by the Managing Member in their respective positions. The Fund pays the Managing Member, the Sub-Advisor and others various forms of compensation for the services performed for the Fund. The principals receive no other compensation from the Fund. There are no compensation plans or arrangements relating to a change in control of either the Fund or the Managing Member.

-23-

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a)	Security ownership of certain beneficial owners.
	As of December 31, 2008, there was one beneficial owner who owned more than five percent (5%) of the outstanding Units of the Fund. As of December 31, 2008, such Member owned 52,126.08 Units, or approximately 6.00% of the Partnership.
(b)	Security ownership of management.
	As of December 31, 2008, management and principals of the Managing Member own interests in the Fund as presented below.

Title of Class	Name of Beneficial Owner	Anount and Nature of Beneficial Ownership	Percentage of Class
Class E	Aspen Partners, Ltd. *	2,010.22 Units	1.59%
Class E	Kenneth E. Banwart	2,263.36 Units	1.79%
Class E	Jeremy L. Standrod	199.02 Units	0.16%
* Kenneth E. Banwart, Jeremy L. Standrod, William Ware Bush and Bryan R. Fisher control the voting and dispositive powers over the Units held by Aspen Partners, Ltd.

(c)	Changes in Control.
	There are no arrangements, known to the registrant, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the registrant.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

(a)	Transactions with Related Persons.
	The Managing Member manages and conducts the business of the Fund. The Managing Member receives management, incentive and other fees from the Fund.
	For the years ended December 31, 2006, 2007 and 2008, the Managing Member received from the Fund:

		2008		2007		2006		2005
Management fees	$	855,545	$	554,165	$	148,625	$	1,522
Administrative fees	$	657,763	$	465,944	$	198,792	$	40,876
Incentive fees	$	866,598	$	498,523	$	51,975	$	1,804

 

(b)

Review, Approval or Ratification of Transactions with Related Persons.

The Fund’s Limited Liability Company Agreement provides broad latitude for the Managing Member to review and approve transactions with related persons.  The management, operation and determination of policy of the Fund are vested exclusively in the Managing Member.  The Managing Member has authority and power on behalf and in the name of the Fund to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable or incidental to the purposes of the Fund.  The Managing Member may delegate any or all of its responsibilities designated under the Limited Liability Company Agreement to one or more persons, including related persons, in its sole and absolute discretion, on such terms as the Managing Member shall decide.

-24-

(c)	Promoters and Certain Control Persons.
	Not applicable.

Item 14.  Principal Accounting Fees and Sevices.

(a)	Audit Fees.
	The aggregate fees billed to the Fund, and paid by the Managing Member, by the independent registered public accounting firms, Williams Benator & Libby LLP and PMB Helin Donovan LLP, for professional services rendered in connection with the audit of the Fund’s financial statements included in this Annual Report on Form 10-K, and for review of the statements included in the Fund’s Quarterly Reports on Form 10-Q, totaled approximately $87,744 and $15,000 for the fiscal years 2008, and 2007 respectively.
(b)	Audit-Related Fees.
	There were no fees billed to the Fund by Williams Benator & Libby LLP or PMB Helin Donovan LLP for assurance and related services that are reasonably related to the performance of the audit and review of the Fund’s financial statements that are not already reported in the paragraph immediately above for the years 2008 and 2007 respectively.
(c)	Tax Fees.
	The aggregate fees billed to the Fund, and paid by the Managing Member, by Williams Benator & Libby LLP for professional services rendered for tax compliance totaled approximately $10,800 and $5,000 for the years 2008 and 2007, respectively. These services included review of the Fund’s domestic tax compliance information. There were no other professional services for tax compliance work in 2007 or 2006.
(d)	All Other Fees.
	There were no fees billed to the Fund by Williams Benator & Libby LLP or PMB Helin Donovan LLP for products and services other than as set forth above for the years 2008 and 2007.
(e)	Engagement of the Independent Registered Public Accounting Firm.
	The Managing Member was responsible for engaging Williams Benator & Libby LLP to audit the Fund’s financial statements for 2007, 2006 and 2005. The Managing Member was responsible for engaging PMB Helin Donovan LLP to audit the Fund’s financial statements for 2008. The Managing Member considered provisions of the independence rules for both audit and non-audit services when the services of Williams Benator & Libby LLP and PMB Helin Donovan LLP were contracted.

Item 15.  Exhibits.

The following Exhibits are included as a part of this Form 10-K:

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.
10.1	Sub-Advisory Agreement between Guidance Capital LLC (the “Sub-Advisor”), Aspen Partners, Ltd. (the “Managing Member”) and Aspen Diversified Fund LLC (the “Fund”), dated May 1, 2005, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-K filed on April 17, 2008.

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10.2	Firm Selling Agent Agreement, incorporated by reference herein, previously filed as an exhibit to the registrant’s Form 10-K filed on April 17, 2008.
14	Code of Ethics of the Managing Member.
31.1	Certification of the Managing Partner of the Managing Member Pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended, dated March 31, 2009.
31.2	Certification of the Chief Compliance Officer of the Managing Member Pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended, dated March 31, 2009.
32.1	Certification of the Managing Partner of the Managing Member Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2009.
32.2	Certification of the Chief Compliance Officer of the Managing Member Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31, 2009.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  April 15, 2008
	Aspen Diversified Fund LLC
	By:	Aspen Partners, Ltd., Managing Member
	/s/ Jeremy L. Standrod
	Jeremy L. Standrod
	Managing Partner
	/s/ Adam Langley
	Adam Langley
	Chief Compliance Officer

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