Advanced BioEnergy (ABENU) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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¨ Preliminary Proxy Statement

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þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Advanced BioEnergy, LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Advanced BioEnergy, LLC

8000 Norman Center Drive, Suite 610,

Bloomington, MN 55437

Notice of Regular Meeting of Members

to be held on Friday, March 28, 2014

To our members:

The regular meeting of members of Advanced BioEnergy, LLC will be held at our offices, in the Conference Room (located on 2^nd floor), 8000 Norman Center Drive, Bloomington, Minnesota on Friday, March 28, 2014 at 9 a.m. central time, for the following purposes:

1. To set at seven the number of directors to be selected for a term of one year;

2. To elect seven directors to serve for a period of one year or until their successors are elected and qualified;

3. To ratify the appointment of McGladrey LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2014;

4. To cast a non-binding advisory vote approving executive compensation; and

5. To transact other business that may properly be brought before the meeting.

January 24, 2014 is the record date for the meeting and only members of record at the close of business on that date are entitled to receive notice of and vote at the meeting.

Your proxy is important to ensure a quorum at the meeting. Even if you own only a few units, and whether or not you expect to be present, you are requested to date, sign and mail the enclosed proxy in the postage-paid envelope that is provided. Voting by proxy will not affect your right to subsequently change your vote or to attend the regular meeting.

By Order of the Board of Directors,

/s/ Scott A. Brittenham

Scott A. Brittenham

Chairman of the Board

Bloomington, Minnesota

January 28, 2014

VOTING INSTRUCTIONS

The enclosed proxy is solicited by the board of directors of Advanced BioEnergy, LLC (“us” or the “Company”) for use at the 2014 regular meeting of members to be held on Friday, March 28, 2014 and at any adjournment thereof. The regular meeting will be held at our offices, in the Conference Room (located on 2^nd floor), 8000 Norman Center Drive, Bloomington, Minnesota on Friday, March 28, 2014 at 9 a.m. central time. Registration for the meeting will begin at 8:00 a.m. central time. This solicitation of proxies is being made by mail; however, we may also use our officers, directors, and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, facsimile or letter. Distribution of this proxy statement and a proxy card is scheduled to begin on or about Friday, February 28, 2014. To vote:

BY MAIL

• Mark your selections on the proxy card;

• Date and sign your name exactly as it appears on your proxy card; and

• Mail the proxy card in the enclosed postage-paid envelope.

BY FACSIMILE

• Mark your selections on the proxy card;

• Date and sign your name exactly as it appears on your proxy card; and

• Fax the proxy card to us at 763-226-2725 by 3:00 p.m. central time on Thursday, March 27, 2014.

IN PERSON

You may vote in person at the meeting by attending the meeting and voting by ballot. Even if you plan to attend the meeting in person, we encourage you to vote by returning the enclosed proxy card by mail or by facsimile so we can ensure your vote is counted in the event you are not able to attend the meeting due to unforeseen circumstances.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

PROXY STATEMENT

TABLE OF CONTENTS

ABOUT THE REGULAR MEETING	4
PROPOSALS 1 & 2 ELECTION OF DIRECTORS	9
PROPOSAL 3 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING                        FIRM	12
PROPOSAL 4 ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION	14
COMPANY GOVERNANCE	15
CORPORATE GOVERNANCE	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	19
EXECUTIVE COMPENSATION	22
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	31
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	33
ADDITIONAL INFORMATION	33

ADVANCED BIOENERGY, LLC

8000 Norman Center Drive, Suite 610,

Bloomington, MN 55437

PROXY STATEMENT FOR

2014 REGULAR MEETING OF MEMBERS

ABOUT THE REGULAR MEETING

The enclosed proxy is being solicited by our board of directors for use in connection with our regular meeting of members to be held on Friday, March 28, 2014 at 9:00 a.m. central time at our offices, in the Conference Room (located on 2^nd floor), 8000 Norman Center Drive, Bloomington, Minnesota, and at any adjournments thereof. The mailing of this proxy statement and our form of proxy to members will commence on or about Friday, February 28, 2014.

The board of directors requests that you vote on the proposals described in this proxy statement. You are invited to attend the meeting, but you do not need to attend the meeting in order to vote your units. Instead, you may follow the instructions below to vote your units through the enclosed proxy card. Your proxy is important to ensure a quorum at the meeting.

What is the purpose of the regular meeting?

At the regular meeting, we will ask our members to vote on four matters:

• To set at seven the number of directors to be elected for a term of one year;

• To elect seven directors to serve for a period of one year or until their successors are elected and qualified;

• To ratify the appointment of McGladrey LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2014; and

• To cast a non-binding advisory vote approving executive compensation.

Following the formal portion of the meeting, our management will report on our performance and answer questions from our members.

Who is entitled to attend the meeting?

Only members as of the record date January 24, 2014, or their duly appointed proxies, may attend the meeting. Registration will begin at 8:00 a.m. central time. Cameras, recording devices and other electronic devices will not be permitted at the meeting. Please RSVP your attendance with the card enclosed.

Please also note that if you hold your units in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your ownership as of the record date.

Who is entitled to vote at the meeting?

Only members of record at the close of business on the record date for the meeting January 24, 2014 will be entitled to vote at the meeting or any adjournments thereof.

How many votes do I have?

On any matter that may properly come before the meeting, each member entitled to vote will have one vote for each unit owned by that member as of the close of business on the record date.

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How many membership units are outstanding?

At the close of business on the record date, there were 25,410,851 outstanding membership units (“units”). Therefore, there are a total of 25,410,851 possible votes that may be submitted on any matter.

What constitutes a quorum?

Pursuant to Section 6.9 of our Fifth Amended and Restated Operating Agreement dated March 16, 2012 (the “Operating Agreement”), the presence in person or by proxy of members holding at least 50% of the issued and outstanding units is required to constitute a quorum. On the record date we had 25,410,851 issued and outstanding units, each of which is entitled to vote at the meeting. Accordingly, the presence of holders of at least 12,705,426 units at the meeting will constitute a quorum. If you submit a proxy or appear at the meeting, then your units will be considered part of the quorum.

If a quorum is present, the meeting can proceed. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of units considered to be present at the meeting for purposes of determining whether there is a quorum.

How do I vote?

Units can be voted only if the holder of record is present at the meeting either in person or by proxy. You may vote using any of the following methods:

Proxy card. The enclosed proxy card is a means by which a member may authorize the voting of his, her, or its units at the meeting. The units represented by each properly executed proxy card will be voted at the meeting in accordance with the member’s directions. We urge you to specify your choices by marking the appropriate boxes on your enclosed proxy card. After you have marked your choices, please sign and date the enclosed proxy card and return it in the enclosed envelope or by fax to us at 763-226-2725. In order for your vote to count, we must receive it by 3:00 p.m., central time, on Thursday, March 27, 2014. If units are owned jointly by more than one person, either person may sign the proxy card.

In person.You may vote in person at the meeting by attending the meeting and voting by ballot. Even if you plan to attend the meeting in person, we encourage you to vote by returning the enclosed proxy card so we can ensure your vote is counted in the event you are not able to attend the meeting due to unforeseen circumstances.

If you hold your units in “street name,” you need to obtain a proxy form from the institution that holds your units. Members who hold units through a broker or agent should follow the voting instructions received from that broker or agent.

What can I do if I change my mind after I vote my units?

You may revoke your proxy by:

• voting in person at the meeting, but attendance at the meeting alone will not revoke your proxy; or

• giving personal or written notice of the revocation, which is received by Richard R. Peterson, our Chief Executive Officer, President and Chief Financial Officer, at our offices at 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437 on or before March 27, 2014 by 3:00 p.m. central time.

What is the effect of an “abstention” or “withhold” vote on the proposals to be voted on at the meeting?

A unit voted “abstain” with respect to any proposal is considered as present and entitled to vote with respect to that proposal, but is not considered a vote cast with respect to that proposal. Because proposals 1, 3 and 4

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require not less than the affirmative vote of the holders of a majority of the units present and entitled to vote on any proposal in order to pass, an abstention will have the effect of a vote against the proposals. Directors are elected by a plurality of units voting for directors. Therefore, a “withhold” vote with respect to a director will not prevent that director from being elected if a plurality of units are voted for that director.

What is the effect of a “broker non-vote” on the proposals to be voted on at the meeting?

A “broker non-vote” occurs if your units are not registered in your name and you do not provide the record holder of your units (usually a bank, broker, or other nominee) with voting instructions on a matter and the record holder is not permitted to vote on the matter without instructions from you under applicable New York Stock Exchange rules. These rules apply to us even though our units are not listed on any securities exchanges. A broker non-vote is considered present for purposes of determining whether a quorum exists, but is not considered a “vote cast” or “entitled to vote” with respect to the matter.

Under New York Stock Exchange rules, proposal 3, the ratification of McGladrey LLP as our independent registered public accounting firm, is a routine item. As a result, brokers who do not receive instructions how to vote on this matter generally may vote on this matter in their discretion. Brokers who do not receive instructions how to vote on our other proposals may not vote on these matters.

What is the recommendation of the board of directors on my voting my units?

Our board of directors recommends a vote:

• forthe setting at seven the number of directors to be elected for a term of one year as set forth in proposal 1,

• for the election of the seven nominees to our board of directors as set forth in proposal 2,

• for the ratification of McGladrey LLP as our independent registered public accounting firm as set forth in proposal 3,

• for the advisory vote approving executive compensation as set forth in proposal 4.

What if I do not specify a choice for a matter when returning a proxy?

Unless you indicate otherwise, the persons named as proxies on the proxy card will vote your units:

• for setting at seven the number of directors to be elected for a term of one year as set forth in proposal 1,

• for the election of the seven nominees to our board of directors as set forth in proposal 2,

• for the ratification of McGladrey LLP as our independent registered public accounting firm as set forth in proposal 3, and

• for the advisory vote approving executive compensation as set forth in proposal 4. If any other matters come up for a vote at the meeting, the proxy holders will vote in line with the recommendations of the board of directors or, if there is no recommendation, at their own discretion.

What vote is required to approve each item?

Setting the Number of Directors.An affirmative vote of a majority of the units represented at the meeting and entitled to vote will result in the matter being approved.

Election of Directors.The director nominees who receive the greatest number of votes will be elected directors.

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Ratify the Appointment of McGladrey LLP as Independent Registered Public Accounting Firm. An affirmative vote of a majority of the units represented at the meeting and entitled to vote will result in the matter being approved.

Advisory Vote Approving Executive Compensation. An affirmative vote of a majority of the units represented at the meeting and entitled to vote will result in the matter being approved.

What is the effect of the 2009 Voting Agreement on the matters to be voted on?

The 2009 Voting Agreement further described in this proxy statement under “Security Ownership of Certain Beneficial Owners — Description of 2009 Voting Agreement” requires certain persons, who hold in the aggregate approximately 57.3% of our outstanding units, to vote in favor of the election of Mr. Brittenham, Mr. Henness, Mr. Nelson, Mr. Rastetter, and Mr. Peterson proposed by the board of directors as described in proposal 2. Therefore, assuming these units are voted in compliance with the 2009 Voting Agreement, Mr. Brittenham, Mr. Henness, Mr. Nelson, Mr. Rastetter, and Mr. Peterson will be elected as directors. The 2009 Voting Agreement does not require the parties to the 2009 Voting Agreement to vote for or against, or to abstain from, any of the other proposals described in this proxy statement.

May the meeting be adjourned?

If a quorum is not present to transact business at the meeting or if we do not receive sufficient votes in favor of the proposals by the date of the meeting, the persons named as proxies may propose one or more adjournments of the meeting.

Who pays the expenses incurred in connection with the solicitation of proxies?

We will pay the cost of soliciting proxies. In addition to solicitation by the use of the mail, certain directors, officers and regular employees may solicit proxies by telephone, facsimile, the internet, email or personal interview, and may request brokerage firms and custodians, nominees and other record holders to forward soliciting materials to the beneficial owners of our units. We will reimburse these records holders for their reasonable out-of-pocket expenses in forwarding these materials.

What is a member proposal?

A member proposal is a recommendation that the Company or our board of directors take action on a matter that a member presents for approval at a meeting of our members. If you submit a proposal, your proposal should state as clearly as possible the course of action that you believe we should follow. If we place your proposal in our proxy statement, then we must also provide the means for members to vote on this proposal via the proxy card. We have explained below the deadlines and procedures for submitting member proposals.

What is the deadline for submitting a member proposal for the 2015 regular meeting of members?

In order to be considered for inclusion in next year’s proxy statement, member proposals must be submitted in writing to us by October 31, 2014. Member proposals may be submitted by members holding more than 1% of the then-outstanding units. We suggest that proposals for the 2015 regular meeting of members be submitted by certified mail, return receipt requested. The proposal must be in accordance with the provisions of Rule 14a-8 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. We reserve the right to reject, rule out-of-order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including requirements in our Operating Agreement.

How do I nominate a candidate for election as a director at next year’s regular meeting?

We anticipate seven directors will stand for election at the 2015 regular meeting of members. Nominations for director seats are made by the board of directors. In addition, a member may nominate a candidate for

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director by following the procedures set forth in Section 5.3 of our Operating Agreement. Under our Operating Agreement, any member that intends to nominate one or more persons for election as directors at a meeting may do so only if written notice of the member’s intent to make the nomination has been given, either by personal delivery or by United States mail, postage prepaid, to Advanced BioEnergy, LLC, Attention: Richard R. Peterson, 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437, not less than 60 days nor more than 90 days prior to the first day of the month corresponding to the previous year’s regular meeting. Your nomination must be received by January 1, 2015 for our 2015 regular meeting of members.

We may require any proposed nominee to furnish other information that may reasonably be required to determine the eligibility of the proposed nominee to serve as a director.

How may I obtain additional copies of the annual report?

Our annual report for our fiscal year ended September 30, 2013, including audited financial statements, is included with this proxy statement. Our annual report as well as our most recent quarterly report on Form 10-Q are also available online at www.advancedbioenergy.com. For additional printed copies, which are available without charge, please contact us by telephone at 763-226-2701 or by mail at Advanced BioEnergy, LLC, Attention: Richard R. Peterson, 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437.

Why did my household receive only one proxy statement when multiple members share this address?

In order to reduce expenses, we delivered only one proxy statement and annual report to multiple members that share an address unless we received contrary instructions from one or more of the security holders. Upon written or oral request to Richard R. Peterson at 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437 or 763-226-2701, we will promptly provide a separate copy of the proxy statement and annual report to a security holder with a shared address to which a single copy of the documents were delivered. If you wish to receive a separate copy of our proxy statements or annual reports in the future, or if you are receiving multiple copies of our proxy statements or annual reports and wish to receive a single copy in the future, please contact Richard R. Peterson as provided above.

Where is the Company’s principal executive office located?

Our principal executive office is located at 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437.

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PROPOSALS 1 & 2

ELECTION OF DIRECTORS

Setting the Number of Directors at Seven

Section 5.2 of our Operating Agreement provides that the members will by resolution fix the number of directors to be elected at each regular meeting of members. The board will propose for member approval a resolution setting the number of directors at seven for the term ending at the 2015 regular meeting of members.

Directors and Director Nominees

Our Operating Agreement currently provides that the board of directors are elected for one year terms.

As described below under “Security Ownership of Certain Beneficial Owners — 2009 Voting Agreement,” the Company and certain other parties are parties to the 2009 Voting Agreement, which, among other things, requires the parties thereto to nominate, recommend and vote for election to the board two designees of Hawkeye Energy Holdings, LLC (“Hawkeye Energy”), two designees of Ethanol Investment Partners, LLC (“EIP”), an affiliate of Clean Energy Capital, LLC (“CEC”), and the Chief Executive Officer of the Company. Our current board of directors is comprised of the following, each of whom, other than John E. Lovegrove, is a nominee for election:

Name	Age		Position	Director Since
Nominee Directors:
Scott A. Brittenham		55	Chairman & Director		2008
Bruce L. Rastetter		57	Vice Chairman & Director		2009
Jonathan K. Henness		27	Director		2011
Joshua M. Nelson		41	Director		2009
Bryan A. Netsch		56	Director		2011
Troy L. Otte		46	Director		2005
Richard R. Peterson		48	Chief Executive Officer, President, Chief Financial Officer & Director		2009
John E. Lovegrove		59	Director		2005

Biographical Information for Nominee Directors

Scott A. Brittenham became Chairman of the Company in October 2011. Mr. Brittenham co-founded and since 2003 has served as president and chief executive officer of CEC, formerly Ethanol Capital Management, LLC (“ECM”), the largest fund manager for ethanol investments in the United States. Pursuant to the 2009 Voting Agreement, Mr. Brittenham was elected as a board designee of EIP. From 1999 through 2003, Mr. Brittenham served as President and Chief Executive Officer of Fidelity Mortgage Corporation and from 1995 through 1999, Mr. Brittenham served as the president and a director of Brittenham Investment Management. On November 16, 2005, Mr. Brittenham, as President of Fidelity Mortgage Corporation, entered into a consent order with the State of Washington Department of Financial Institutions Consumer Services Division prohibiting Mr. Brittenham from participating in the conduct of the affairs of any mortgage broker licensed by the State of Washington Department of Financial Institutions or any mortgage broker exempt from such licensing requirements for a period of ten years. Mr. Brittenham also serves on the board of directors of Highwater Ethanol, LLC, an SEC publicly reporting company. Mr. Brittenham’s deep knowledge of the ethanol industry and capital markets as well as his senior leadership positions and board experience with other ethanol companies provides the board and committees with extensive industry expertise.

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Bruce L. Rastetteris a successful entrepreneur of agriculture and energy-related companies as well as a community leader dedicated to improve the quality and affordability of higher education in Iowa. He learned the value of hard work and education growing up on his 300-acre family farm outside of Iowa Falls, later attending Ellsworth Community College and the University of Iowa. After graduating, he returned to his roots to start his own feed management business. The success of the business led him to additional start-ups — a building construction entity and a swine production operation — later merging the three businesses into Heartland Pork Enterprises. He guided Heartland’s acquisition by Christensen Farms to become the 4th largest U.S. pork producer. A true entrepreneur, Bruce co-founded Hawkeye Energy Holdings in 2003, which grew to become one of America’s largest pure-play ethanol producers. He served as CEO until 2011. Today, Bruce serves as CEO of the Summit Group, a leader in agribusiness, production agriculture, renewable energy and international development. The organization includes Summit Farms, headquartered in northern Iowa. The operation includes extensive grain and meat production while maintaining a strong environmental commitment with thousands of acres of conservation land. Bruce is an active philanthropist and community leader supporting efforts focused on education and entrepreneurship. He is the president of the Iowa Board of Regents and serves on the board of directors for Hawkeye Energy Holdings and Advanced BioEnergy.

Mr. Rastetter and Mr. Nelson currently serve as the two designees of Hawkeye Energy pursuant to the 2009 Voting Agreement. Mr. Nelson has served as a director of Hawkeye Energy since 2006. On December 21, 2009, Hawkeye Renewables, LLC (“Hawkeye Renewables”), a subsidiary of Hawkeye Energy, filed for reorganization under chapter 11 of the U.S. Bankruptcy Code in Delaware. On May 25, 2010, a Joint Plan of Reorganization of Hawkeye Renewables was filed with the court, which was confirmed on June 2, 2010, and became effective on June 18, 2010, the date on which Hawkeye Renewables emerged from protection under the Bankruptcy Code with new ownership.

Jonathan K. Hennessis Senior Managing Director and Chief Financial Officer of CEC. He is a member of the firm’s Investment Committee, evaluating potential investment opportunities within the biofuels, biomass, and renewable chemical sectors. Mr. Henness is also a board member of two CEC portfolio companies, sitting on the audit and risk management and compensation committees of Advanced BioEnergy, LLC and serving as a board member of E Energy Adams, LLC. He drives the firm’s efforts in developing proprietary financial and valuation models and supervises a team of analysts in monitoring the performance of and rendering analytical support to portfolio companies. Prior to joining CEC, Mr. Henness worked in financial analysis at Boeing Company. He has a Master of Science Degree with Specialization in Finance from the Eller College of Management at the University of Arizona. Mr. Henness earned a Bachelor of Business Administration degree (BBA) with a Concentration in Finance and a Minor in Economics from Seattle Pacific University, where he graduated magna cum laude. Mr. Henness has successfully completed the CFA Level I Exam and is currently a candidate for the CFA Level II Exam.

Joshua M. Nelsonis a Managing Director at Thomas H. Lee Partners, L.P., a private equity firm based in Boston, Massachusetts where he has worked since 2003. Prior to this, he worked at JPMorgan Partners, the private equity affiliate of JPMorgan Chase. Mr. Nelson has been a director of Hawkeye Energy since 2006. Mr. Nelson also serves on the board of directors of InVentiv Health, Inc., Party City Holdings, Inc., and the board of managers of Hawkeye Energy. Mr. Nelson’s financial acumen and understanding of risk and capital skills enhanced through serving on boards and committees provide the board with unique insight and acquisition experience.

Bryan A. Netsch is the founder of the PRISM Group companies, which provides printing services for large, complex printing projects, as well as high-security, high-liability products such as instant win games. Mr. Netsch currently serves as the Chief Executive Officer of two of the PRISM Group companies and has served in such capacity for more than the past five years. Mr. Netsch has experience with private equity investments, including technology and alternative energy investments. Mr. Netsch holds a variety of patents for printing, packaging and ink coating products. Mr. Netsch was previously an officer of PRISM Graphics, Inc., which filed for bankruptcy in the Northern District of Texas on April 25, 2008. Mr. Netsch provides the board with an extensive business

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background in finance, operations and acquisitions gained through his experience as a chief executive officer, which enables him to offer important insight into managing the day to day operations of the Company. Mr. Netsch was a member of the original advisory board for Advanced BioEnergy and was elected to the board in 2011.

Troy L. Otte has been involved in a family-owned farm in the Fillmore County, Nebraska area since 1990. The current operation consists of 5,000 acres of commercial corn, soybeans and Pioneer Hy-Bred International seed. Mr. Otte has served on the board from its inception and has first-hand knowledge of our history and business. He provides the board with agriculture and commodity market experience.

Richard R. Peterson joined our Company as vice president of accounting and finance and chief financial officer in November 2006 and was named chief executive officer of the Company in October 2008. From July 2001 until November 2006, Mr. Peterson served as the director of finance, North American Operations for Nilfisk-Advance, Inc., a manufacturer of commercial and industrial cleaning equipment. Prior to joiningNilfisk-Advance, Mr. Peterson served as the chief financial officer for PPT Vision, Inc., a manufacturer of 2D and 3D vision inspection equipment from April 1999 to July 2001, and served as the chief financial officer of Premis Corporation, a point-of-sale software development company from December 1996 to April 1999. Mr. Peterson currently serves on the board as our CEO Designee pursuant to the 2009 Voting Agreement. Mr. Peterson has intimate knowledge of our business operations, and understands the many challenges of running the Company. We believe his CEO perspective is critical for the board to effectively oversee the affairs of the Company and administration of its strategies.

Each of the nominees named above has indicated a willingness to serve as a director.

Director not Standing for Reelection

In addition to these nominees, current director John E. Lovegrove advised the Board he had chosen not to stand for re-election at our 2014 Annual Meeting of Members. We would like to express our appreciation for the years of service Mr. Lovegrove gave to the Company.

Our board of directors recommends that you vote for proposal 1 to set at seven the number of directors to be elected for a term of one year and for the election of each of the seven nominees listed above to serve on our board of directors.

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PROPOSAL 3

RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

McGladrey LLP has been our independent registered public accounting firm since fiscal 2005. Upon recommendation from our audit and risk management committee, our board of directors selected McGladrey LLP to serve as our independent registered public accounting firm for our fiscal year ending September 30, 2014, subject to ratification by our members. While it is not required to do so, our board of directors is submitting the selection of this firm for ratification in order to ascertain the view of our members. If the selection is not ratified, our audit and risk management committee will reconsider its selection. Proxies solicited by our board of directors will, unless otherwise directed, be voted to ratify the appointment of McGladrey LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2014.

McGladrey LLP Attendance at Meeting

A representative of McGladrey LLP will be present at the meeting and will be afforded an opportunity to make a statement if the representative so desires and will be available to respond to appropriate questions during the meeting.

Fees Billed by McGladrey LLP

The following table presents the aggregate fees billed for professional services by McGladrey LLP and its affiliate, RSM McGladrey, Inc. in our fiscal years ended September 30, 2013 and 2012, for these various services:

Description of Fees	Fiscal 2013 Amount		Fiscal 2012 Amount
Audit fees	$	155,400	$	192,000
Audit-related fees		8,300		—
Total audit and audit-related fees		163,700		192,000
Tax fees:
Tax compliance fees		60,000		125,000
Tax consultation and advice fees		7,006		—
Total tax fees		67,006		125,000
All other fees		—		—
Total	$	230,076	$	317,000

Audit Fees

Audit fees consist of fees billed by McGladrey LLP for audit services related to review of our interim financial statements, ethanol industry Renewable Identification Number (RIN) agreed-upon procedures, audit of our fiscal year-end consolidated financial statement and separate audits of ABE Fairmont, LLC and ABE South Dakota, LLC, and the audit of the Company’s 401(k) plan.

Audit-Related Fees

We were billed $8,300 by McGladrey LLP for audit-related fees during fiscal 2013, and we were not billed any amount for fiscal 2012.

Tax Compliance Fees

We were billed $60,000 and $125,000 by RSM McGladrey, Inc., for compliance services during the years ended September 30, 2013 and 2012, respectively. Compliance services consist of planning and preparation of

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Company tax returns and related filings. We were required to file two tax returns during fiscal 2012 due to the change of our tax year to December 31 from September 30.

Tax Consultation and Advice Fees

We were billed $7,006 and $0 by RSM McGladrey, Inc., for tax consultation and advice fees mostly related to review of state allocations, tax forecasts, restructuring effects and related issues and other tax advice matters for fiscal 2013 and 2012, respectively.

All Other Fees

We were not billed any amounts by McGladrey LLP for other products and services during fiscal 2013 or fiscal 2012.

Pre-Approval Policies and Procedures

In accordance with Section 10(A)(i) of the Securities Exchange Act of 1934, our audit committee approves the engagement of our independent registered public accounting firm to render audit and non-audit services before those services are rendered, considering, among other things, whether the proposed engagement would impact the independence of the registered public accounting firm. All of the fees reflected above were approved by the audit committee and all of the work was performed by full-time, permanent employees of McGladrey LLP or RSM McGladrey, Inc.

Our board of directors recommends that you vote for proposal 3 to ratify the appointment of McGladrey LLP.

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PROPOSAL 4

ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our members to vote to approve the compensation of our named executive officer as disclosed in this proxy statement on an advisory, non-binding basis. As described below in detail under the heading “Executive Compensation,” our compensation programs are designed to retain management, to align the interests of our management with those of our members and to reward management for outstanding business results. Please read the “Executive Compensation” section below for additional details about our executive compensation programs, including information about the fiscal year 2013 compensation of our named executive officer.

At our 2013 regular meeting of members, our members approved the non-binding advisory vote on executive compensation as presented in our 2013 Proxy Statement by a vote of 17,982,790 in favor, 498,893 votes against, with 168,529 votes abstaining. We currently conduct our advisory votes to approve the compensation of our named executive officer on an annual basis, and we expect to conduct the next advisory vote at our 2015 regular meeting of members.

This proposal gives you, as a member, the opportunity to endorse or not endorse the compensation of our named executive officer as described in this proxy statement by voting for or against the following resolution. While our board of directors and compensation committee intend to carefully consider the member vote resulting from the proposal, which is commonly known as a “say-on-pay” proposal, the final vote will not be binding on us and is therefore, advisory in nature.

“RESOLVED, that the members approve the compensation of the Company’s named executive officer, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the proxy statement set forth under the caption ‘Executive Compensation’ of this proxy statement.”

Our board of directors recommends that you vote for proposal 4 to approve the compensation of our named executive officer, as disclosed in this proxy statement.

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COMPANY GOVERNANCE

Board Leadership Structure

In the recognition of the time commitments and activities required to function effectively as both the Chairman and the Chief Executive Officer (the “CEO”) of a company with a relatively flat management structure, the Company separated the roles of Chairman of the board and CEO of the Company in 2008, and elected Mr. Lovegrove as its Chairman. In September 2011, the board elected Mr. Brittenham to succeed Mr. Lovegrove as Chairman. Although the separation of these roles has been appropriate during this time period, the future structure of these roles depends upon the specific circumstances and dynamics of the Company’s leadership. Separation of the two offices is not mandated by the Company’s corporate governance guidelines or Operating Agreement. The separation of roles may also permit the board to recruit senior executives into the CEO position with skills and experience that meet the board’s requirements for the position, but who may not have extensive board experience.

As non-executive Chairman of the board, Mr. Brittenham serves as the primary liaison between the CEO and the independent directors and provides strategic input and counseling to the CEO. With input from other members of the board, committee chairs and management, he develops or approves the agenda items developed by the CEO for board meetings, sets meeting schedules of the board and presides over meetings of the board and executive sessions of the independent directors. Mr. Brittenham also directs the board and CEO evaluation processes.

Board’s Role in Risk Oversight

Management is responsible for identifying risk affecting the Company’s strategy and establishing risk controls. The board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on material risks that the Company faces and how the Company is planning on reducing risks to its strategy. In some cases, risk oversight is addressed as part of the full board’s engagement with the CEO and management. In other cases, a board committee is responsible for oversight of specific risk topics. The audit and risk management committee oversees issues related to internal control over financial reporting and risks related to commodity prices and instruments, while the compensation committee reviews the Company’s compensation policies, programs and procedures, including the incentives they create, to determine whether they present a significant risk to the Company. Based on the compensation committee’s review of the risk factors associated with our compensation programs, the compensation committee concluded that the Company’s compensation policies, programs and procedures are not reasonably likely to have a material adverse effect on the Company. Presentations and other information for the board and board committees generally identify and discuss relevant risk and risk control, and the board members assess and oversee risks as a part of their review of the related business, financial, or other activity of the Company.

Committees of Our Board of Directors

The Company restructured the board committees, and effective February 1, 2013, our board of directors had four standing committees: the audit and risk management committee, compensation committee, executive committee, and governance and nominating committee. The Company created the executive committee and eliminated the risk management committee, rolling its responsibilities into the audit and risk management committee.

Audit and Risk Management Committee. The audit and risk management committee consists of Messrs. Brittenham (Chairman), Otte and Lovegrove. The audit and risk management committee’s function is one of oversight and, in that regard, this committee meets with our management and independent registered public accounting firm to review and discuss our financial reporting and our controls respecting accounting. In addition, the audit and risk management committee assists the board of directors in assessing and managing the risks associated with managing our processing margin and the purchase and sale of commodities required in connection with or produced as a result of our production of ethanol.

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The board has determined each of Messrs. Brittenham, Otte and Lovegrove is independent as defined in the rules of the NASDAQ Stock Market and under SEC Rule 10A-3. In making the determination that Mr Brittenham is independent, the board considered the factors set below under “Director Independence.” The board has also determined that Mr. Brittenham is an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K. The Company’s audit and risk management committee charter is available on our website atwww.AdvancedBioEnergy.com.

Compensation Committee.The compensation committee consists of Messrs. Nelson (Chairman), Otte and Henness. The compensation committee is responsible for discharging the board’s responsibilities relating to compensation of our Company’s executive officers. The compensation committee has the authority to approve and make recommendations to the board with respect to the compensation of the CEO of the Company and evaluates the CEO’s performance in light of his goals and objectives, as determined by the compensation committee. The compensation committee consults with the CEO with respect to compensation for the Company’s other executives and the CEO may be present at meetings for deliberations on non-CEO executive officer compensation, but he may not vote. The compensation committee has the authority to engage consultants. The compensation committee is not presently engaging a compensation consultant. Our compensation committee charter is available on our website atwww.AdvancedBioEnergy.com.

Executive Committee. The executive committee consists of Messrs. Brittenham (Chairman), Nelson and Peterson. The executive committee is responsible for discharging some of the board’s ongoing activities and responsibilities that require more frequent meetings. The executive committee meets more frequently than quarterly to review and discuss the Company’s operations.

Governance and Nominating Committee. The governance and nominating committee consists of Messrs. Nelson (Chairman), Lovegrove, Brittenham, Peterson and Rastetter. The governance and nominating committee is responsible for (i) identifying individuals qualified to become board members and recommending to the board of directors the director nominees to be considered for election by members and for election by the board of directors to fill any vacancy or newly created directorship, (ii) advising the Board regarding Board composition, procedures and committees, (iii) advising the Board regarding corporate governance guidelines and corporate governance matters applicable to the company, and (iv) overseeing the evaluation of the Board. Our governance and nominating committee charter is available on our website atwww.AdvancedBioEnergy.com.

Board of Directors Meetings and Attendance

Our board of directors held five meetings during fiscal 2013, acted by written consent in lieu of a meeting on three occasions, and held periodic update calls. During fiscal 2013, the audit, risk management, and combined committee held nine meetings, the compensation committee held one meeting, the governance/nominating committee had no meetings and the executive committee held four meetings. During fiscal 2013, each serving director attended at least 75% of the aggregate of all meetings of our board of directors and of the board committees on which the director served, except that Mr. Rastetter attended four of the five board meetings and one of the three risk management committee meetings.

Code of Ethics

We have adopted a code of ethics for the guidance of our chief executive and senior financial officers, and it is posted on our website atwww.AdvancedBioEnergy.com. We intend to post on our website any amendments to, or waivers from, our code of ethics within five business days of the amendment or waiver.

Director Independence

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system that have requirements that a majority of the board of directors be independent. However, we use the independence rules of the NASDAQ Stock Market to evaluate the independence of our board of directors. We have determined

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that five of our non-employee directors, Messrs. Brittenham, Henness, Otte, Lovegrove and Netsch are independent within the definition of independence provided by the rules of the NASDAQ Stock Market. Our board of directors took into account that Mr. Brittenham has voting and disposition control over more than 10% of the Company’s units, but, per SEC Rule 10A-3(e)(1)(ii)(B), ownership of 10% of an issuer’s securities does not create a presumption of affiliation and thus lack of independence and, based upon all other factors, the board made the determination that Mr. Brittenham was independent.

Director Nominee Selection Policy

Our governance and nominating committee does not have a formal policy with regard to the consideration of any candidates nominated by members. However, our Operating Agreement allows for members to nominate directors for election and our governance and nominating committee will consider any and all candidates submitted for consideration by any member. Our governance and nominating committee does not have a formal policy with regard to diversity. However, it reviews the current composition of the board to determine the diversity needs of the board, including those related to skills, experience, race, national origin and gender. Any member that wishes to submit a potential candidate for consideration may do so by providing a written request for consideration, either by personal delivery or by United States mail, postage prepaid, to Advanced BioEnergy, LLC, Attention: Richard R. Peterson, 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437, not less than 60 days nor more than 90 days prior to the first day of the month corresponding to the previous year’s regular meeting. Your request for consideration must be received by January 1, 2015 for our 2015 regular meeting of members. Each notice must set forth:

• the name and address of record of the member who is making the recommendation;

• a representation that the member is a holder of record of our units entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

• the name, age, business and residence address, and principal occupation of employment of each nominee;

• a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming the person or persons) pursuant to which the nomination or nominations are to be made by the member;

• such other information regarding each nominee proposed by the member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission;

• the consent of each nominee to serve as a director if so elected; and

• a nominating petition signed and dated by the holders of at least five percent (5%) of the then-outstanding units and clearly setting forth the proposed nominee as a candidate for a director’s seat to be filled at the next election of directors.

We may require any proposed nominee to furnish other information as may reasonably be required to determine the eligibility and desirability of the proposed nominee to serve as a director. Our Operating Agreement provides that if a nomination was not made in accordance with the procedures set forth in our Operating Agreement, the defective nomination can be disregarded.

Compensation Committee Interlocks and Insider Participation

None of the members of the board who served on our compensation committee during 2013 have ever been an officer or employee of our Company. No executive officer serves, or in the past has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any other entity that has any of its executive officers serving as a member of our board of directors or compensation committee.

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Attendance at Member Meetings

The directors are encouraged, but not required, to attend all meetings of our members. Two of our then-serving directors attended our 2013 regular meeting of members.

Procedures for Contacting the Board of Directors

Persons interested in communicating with the board of directors are encouraged to contact the chairman of the board, all outside directors as a group or an individual director by submitting a letter or letters to the desired recipients in sealed envelopes labeled with “chairman of the board” or the names of specified directors. This letter should be placed in a larger envelope and mailed to Advanced BioEnergy, LLC, Attention: Christine Schumann, 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437. Christine Schumann will forward the sealed envelopes to the designated recipients.

Report of the Audit and Risk Management Committee

The role of our Audit and Risk management committee is one of oversight of our Company’s management and independent registered public accounting firm with regard to our Company’s financial reporting and controls regarding accounting and risk of material loss. In performing its oversight function, this committee relied upon advice and information received in our discussions with management and the independent registered public accounting firm.

Our Audit and Risk Management Committee has (i) reviewed and discussed our audited financial statements for fiscal 2013 with our Company’s management; (ii) discussed with our Company’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T, regarding communication with audit committees (Codification of Statements on Auditing Standards, AU sec. 380); (iii) received the written disclosures and the letter from our Company’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence; and (iv) discussed with our Company’s independent registered public accounting firm the independent registered public accounting firm’s independence. Based on the review and discussions with management and the independent registered public accounting firm referred to above, our committee recommended to the board of directors that the audited financial statements be included in our Company’s annual report on Form 10-K for fiscal 2013 and filed with the Securities and Exchange Commission.

THE AUDITAND RISK MANAGEMENT COMMITTEE

SCOTT A. BRITTENHAM

JOHN E. LOVEGROVE

TROY L. OTTE

CORPORATE GOVERNANCE

For further information relating to Certain Relationships and Related Transactions, see “Certain Relationships and Related Transactions” below. For further information relating to Director Independence, see “Company Governance” above.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of January 24, 2014, the ownership of units by each member that we know owns beneficially more than 5% of the outstanding units, each director and director nominee, each named officer and all executive officers and directors as a group. At the close of business on January 24, 2014, there were 25,410,851 units issued and outstanding, each of which is entitled to one vote.

Unless otherwise indicated by footnote or under the “Description of 2009 Voting Agreement” below, the listed beneficial owner has sole voting power and investment power with respect to such units, no director or executive officer has pledged as security any units shown as beneficially owned, and the mailing address for each person listed in the table is 8000 Norman Center Drive, Suite 610, Bloomington, MN 55437.

Name of Beneficial Owner or Identity of Group	Amount and Nature of Beneficial Ownership(#)			Percentage of Outstanding Units
Non-Employee Directors:
Scott A. Brittenham		4,423,499	(2)		17.4	%
Jonathan K. Henness		—			*
John E. Lovegrove		63,000	(1)		*
Joshua M. Nelson		—			*
Bryan A. Netsch		482,000	(3)		1.9	%
Troy L. Otte		103,872			*
Bruce L. Rastetter		8,505,224	(4)		33.5	%
Named Executive Officer:
Richard R. Peterson		175,400			*
Executive officer, directors and director nominees as a group (8 persons)		13,752,995			54.1	%
More than 5% Owners:
South Dakota Wheat Growers Association		1,275,996			5.0	%
110 6th Avenue SE
Aberdeen, SD 57402
Clean Energy Capital, LLC (f/k/a Ethanol Capital Management, LLC)		4,423,499	(2)		17.4	%
5151 E. Broadway, Suite 510 Tucson, AZ 85711
Hawkeye Energy Holdings, LLC		8,505,224	(4)		33.5	%
224 S. Belle Ave Ames, IA 50010

* Less than 1%

(1) Includes units owned jointly with Mr. Lovegrove’s spouse.

(2) Includes: 500,000 units directly owned by Tennessee Ethanol Partners, L.P. (“TEP”), of which CEC (f/k/a Ethanol Capital Management, LLC (“ECM”)) serves as the general partner and investment advisor and has voting and dispositive power. Mr. Brittenham and CEC disclaim beneficial ownership of these units, except to the extent of their pecuniary interests therein.

475,462 units directly owned by Ethanol Capital Partners, L.P. Series T (“ECP Series T”), of which CEC is the general partner and investment advisor to and has sole voting and dispositive power over its assets. Mr. Brittenham and CEC disclaim beneficial ownership of these units, except to the extent of their pecuniary interest therein.

318,420 units directly owned by Ethanol Capital Partners, L.P. Series R (“ECP Series R”), of which CEC is the general partner and investment advisor to and has sole voting and dispositive power over its assets.

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Mr. Brittenham and CEC disclaim beneficial ownership of these units, except to the extent of their pecuniary interest therein.

379,617 units directly owned by Ethanol Capital Partners, L.P. Series V (“ECP Series V”), of which CEC is the general partner and investment advisor and has sole voting and dispositive power over its assets. Mr. Brittenham and CEC disclaim beneficial ownership of these units, except to the extent of their pecuniary interest therein. 2,750,000 units are directly owned by EIP, of which CEC is the sole manager. The members in EIP consist of the following: Ethanol Capital Partners, L.P. Series E, Ethanol Capital Partners, L.P. Series H, Ethanol Capital Partners, L.P. Series I, Ethanol Capital Partners, L.P. Series J, Ethanol Capital Partners, L.P. Series L, Ethanol Capital Partners, L.P. Series M, Ethanol Capital Partners, L.P. Series N, Ethanol Capital Partners, L.P. Series O, Ethanol Capital Partners, L.P. Series P, Ethanol Capital Partners, L.P. Series Q and Ethanol Capital Partners, L.P. Series S (collectively, the “LLC Members”). CEC is the general partner of and investment advisor to each LLC Member and has voting and dispositive power over each LLC Member’s assets. Mr. Brittenham and CEC disclaim beneficial ownership of these units, except to the extent of their pecuniary interest therein. ECP Series E, H, I, J, L, M, N, O, P, Q and S own membership interests in EIP. The percentage ownership of each LLC Member in EIP is as follows: ECP Series E owns 21.50%; ECP Series H owns 8.23%; ECP Series I owns 9.06%; ECP Series J owns 3.98%; ECP Series L owns 4.18%; ECP Series M owns 2.86%; ECP Series N owns 14.11%; ECP Series O owns 9.39%; ECP Series P owns 9.38%; ECP Series Q owns 13.87%; and ECP Series S owns 3.43% (ownership percentages may not add to 100% due to rounding).

TEP, ECP Series T, ECP Series R and ECP Series V are distinct stand-alone entities which own their respective units in the Company directly and not through affiliated entities (as EIP beneficially owns its units).

(3) Includes 472,000 units owned by Netsch Limited Partnership, and 10,000 units owned by Newell P. Netsch Family Limited Partnership.

(4) Includes 8,505,224 units owned by Hawkeye Energy of which Messrs. Nelson and Rastetter are on the board of managers. Mr. Nelson disclaims beneficial ownership of these units, except to the extent of his pecuniary interest therein.

2009 Voting Agreement

In August 2009, Hawkeye Energy, entities associated with EIP, South Dakota Wheat Growers Association and certain directors entered into a voting agreement (“2009 Voting Agreement”) in conjunction with the issuance and sale of our units in a private equity offering. The number of units owned by each party to the 2009 Voting Agreement is set forth in the table below.

The 2009 Voting Agreement requires each of the parties thereto to (i) nominate for election to the board the following persons listed below (the “Designees”), (ii) recommend to the members of the Company the Designees, and (iii) vote (or act by written consent) all units beneficially owned by that party at any meeting of our members in favor of the Designees. The Designees include:

• two representatives designated by Hawkeye Energy — Joshua M. Nelson and Bruce L. Rastetter are currently designated by Hawkeye Energy for this purpose;

• two representatives designated by EIP — Scott A. Brittenham and Jonathan K. Henness are currently designated by EIP for this purpose; and

• the Chief Executive Officer of the Company (the “CEO Board Member”) — Richard R. Peterson is currently designated for this purpose.

The 2009 Voting Agreement also requires that each party thereto not take any action that would result in the removal of any of the Designees without the consent of Hawkeye Energy, EIP and the CEO Board Member. Each of the parties to the 2009 Voting Agreement granted to Hawkeye Energy and EIP an irrevocable proxy coupled with an interest to vote such party’s units in accordance with the terms of the 2009 Voting Agreement.

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For purposes of Section 13(d) of the Securities Exchange Act of 1934, a total of 14,546,991 units may be deemed to be beneficially owned by virtue of the 2009 Voting Agreement, representing approximately 57.25% of our outstanding units. The number of such units held by each party to the 2009 Voting Agreement is as follows:

Name	Units Owned (#)
John E. Lovegrove		63,000
Ethanol Investment Partners, LLC		2,750,000	(1)
Tennessee Ethanol Partners, L.P.		500,000	(1)
Ethanol Capital Partners L.P., Series T		475,462	(1)
Ethanol Capital Partners L.P., Series R		318,420	(1)
Ethanol Capital Partners L.P., Series V		379,617	(1)
Troy L. Otte		103,872
Richard R. Peterson		175,400
South Dakota Wheat Growers Association		1,275,996
Hawkeye Energy Holdings, LLC		8,505,224	(2)
Total		14,546,991

(1) Scott A. Brittenham serves as the Managing Member, President and Chief Executive Officer, and Jonathan Henness serves as the Chief Financial Officer and Executive Vice President Finance and Research of CEC, which is the sole manager of EIP and the general partner of TEP and Ethanol Capital Partners, L.P. Series T, R and V.

(2) Bruce L. Rastetter and Joshua M. Nelson are members of the board of managers of Hawkeye Energy.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principal elements of compensation paid to our named executive officers and the compensation philosophy and objectives of our compensation program. Because Richard R. Peterson was our only named executive officer for the fiscal year ended September 30, 2013 and he is currently our only named executive officer, the following discussion focuses on compensation for Mr. Peterson.

Our compensation committee is responsible for discharging the board’s responsibilities relating to compensation of the Company’s executives. Our compensation committee has the authority to retain compensation consultants to assist it in evaluating compensation. Our compensation committee also has the responsibility for monitoring adherence with our compensation philosophy, which is further described below, and ensuring that the total compensation paid to our executive officers is transparent, fair, reasonable and competitive. Our compensation committee has authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate.

In 2013, decisions regarding the compensation of Mr. Peterson were made by our board upon the recommendation of our compensation committee.

Compensation Philosophy and Objectives

Our compensation philosophy embodies the following principles:

• the compensation program should retain management to foster continuity in our operations;

• the compensation program should align the interests of our management with those of our members; and

• the compensation program should reward management for outstanding business results.

In structuring a compensation program that will implement these principles, we have developed the following objectives for our executive compensation program:

• overall compensation levels must be sufficiently competitive to retain executives; and

• a portion of total compensation should be contingent on, and variable with, achievement of personal and Company performance goals.

Compensation Elements

For 2013, the principal components of our compensation for our named executive officer included:

• base salary;

• incentive cash bonuses;

• equity compensation; and

• perquisites and other personal benefits.

We expect that the principal components of compensation for Mr. Peterson and any other named executive officer who may be hired in 2014 will be comprised of the same principal components. These components have typically been included in the employment agreements for any named executive officer, as well as in Company policies. In addition to employment agreements, we have also entered into restricted unit agreements and change of control agreements that are further described below. Mr. Peterson currently has an employment agreement, and a unit appreciation right agreement.

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Base Salary

Base salary is targeted to provide named executive officers with a fixed base amount of compensation for services rendered during the year. We believe this is consistent with competitive practices and will help ensure we retain qualified leadership in those positions in light of salary norms in our industry and the general marketplace. Traditionally, base salary for our named executive officers has been included in employment agreements and Mr. Peterson’s employment agreement includes a base salary of $285,000. In the past, the amounts of base salary contained in our employment agreements were determined for each executive based on position and responsibility and other market data. Our compensation committee targeted salaries for our named executive officer at the lower end of the median range for comparable companies. While it has been difficult for the compensation committee to gather information for comparable companies on an on-going basis, the compensation committee periodically reviews base compensation in connection with execution and renegotiation of employment agreements with executives to ensure we maintain a competitive position.

Incentive Cash Bonuses

Our board of directors, under the recommendation of the compensation committee, has used, and expects to continue to use, incentive cash bonuses to focus our management on achieving key Company financial objectives, to motivate certain desired individual behaviors and goals and to reward substantial achievement of these Company financial objectives and individual behaviors and goals.

The Company did not adopt a specific performance bonus plan for fiscal 2013 or fiscal 2014. Instead, the board took the actions otherwise described in this proxy statement including:

• Entering into an amendment to the employment agreement with Mr. Peterson;

• Accelerating the vesting of the unvested portion of Mr. Peterson’s 150,000 unit award agreement and allowing its exercise in December 2013;

• Vesting for Mr. Peterson the 14,000 units originally subject to his 2007 Change in Control Agreement; and

• Granting Mr. Peterson the transaction bonus, cost-savings incentive bonus, escrow incentive bonus and unit appreciation right described below.

Equity Compensation

Our board of directors, under the recommendation of the compensation committee, also used, and expects to continue to use, equity compensation to focus our management on achieving key Company financial objectives, to motivate certain desired individual behaviors and goals and to reward substantial achievement of these Company financial objectives and individual behaviors and goals.

We also entered into a change-of-control agreement with Mr. Peterson that provided him the right to receive 14,000 units of the Company upon his termination without cause after a change of control. Due to the sale of substantially all the assets of our ABE Fairmont subsidiary in December 2012, the Company vested 14,000 units to Mr. Peterson in December 2012 under the change of control agreement and the agreement was then cancelled. In addition, in fiscal 2011, we issued Mr. Peterson the option award described below under “Nonqualified Option and Unit Appreciation Right Agreement,” which was fully exercised on December 13, 2012.

In fiscal 2013, we issued Mr. Peterson another unit appreciation right as described below under “2013 Bonuses and Unit Appreciation Right,” that was approved by our members at the 2013 regular meeting of members.

Perquisites and Other Personal Benefits

We have traditionally provided named executive officers with perquisites and other personal benefits that the compensation committee believes are reasonable and consistent with our overall compensation program. We

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believe that these perquisites better enable us to attract and retain superior employees for key positions and are consistent with the Company’s employment agreements. The compensation committee believes that the benefits provided to Mr. Peterson, which primarily consists of the use of a Company-owned vehicle, including all costs incurred in the use of the vehicle, are consistent with market practices and necessary for him to effectively serve as the chief executive officer of the Company.

Accounting and Tax Treatment

We account for equity compensation paid to our employees under generally accepted accounting principles, which require us to estimate and record an expense over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is earned. We structure cash bonus compensation so that it is taxable to our executives at the time it becomes available to them.

The compensation committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, which provides that we may not deduct compensation of more than $1,000,000 that is paid to certain individuals, unless it meets an exception under Section 162(m).We currently intend that all cash compensation paid will be tax deductible.

Consideration of Results of Prior Year’s Advisory Vote on Executive Compensation

In establishing executive compensation for fiscal 2014, our compensation committee considered the result of our members’ non-binding advisory vote. At our 2013 regular meeting of members, our members approved the non-binding advisory vote on executive compensation as presented in our 2013 Proxy Statement by a vote of 17,982,790 in favor, 498,893 votes against, with 168,529 votes abstaining. Based in part on these results, the committee believes that the current compensation structure is an effective method and the Company has retained the same principal elements of base salary, incentive cash bonuses, equity compensation, and perquisites and other personal benefits, subject to the adjustments it implemented in fiscal 2013 to reflect the sale of the Fairmont facility and to focus on improvement of the ABE South Dakota facilities.

Compensation Committee Report

The compensation committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on that review and discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement for the 2014 regular meeting of members.

Respectfully submitted,

Compensation Committee

TROY L. OTTE

JOSHUA M. NELSON

JONATHAN K. HENNESS

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Summary Compensation Table

The following table shows, for our Chief Executive Officer, President and Chief Financial Officer, referred to as our named executive officer, information concerning compensation earned for services in all capacities for the fiscal years ended September 30, 2013, 2012 and 2011:

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Richard R. Peterson		2013		285,000		172,500		—		—		18,377		475,877
Chief Executive Officer,		2012		285,000		—		—		27,500		23,707		336,207
President and Chief Financial Officer		2011		285,000		—		—		90,840		65,361		441,201

(1) The fiscal 2013 bonus consists of the $100,000 from the successful closing of the Asset Sale and the $72,500 “Cost-Saving Bonus.”

(2) Mr. Peterson was awarded a unit appreciation right for 200,000 units. The Company has assigned no value to the award in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Stock Compensation (“Topic ASC 718”). See “Fiscal 2013 Unit Appreciation Right.”

(3) Amounts consist of bonuses earned under Mr. Peterson’s annual performance-based bonus plan.

(4) The 2013 amounts consist of $5,877 for the portion of the purchase, fuel, insurance and maintenance expense costs for personal use of a Company-owned vehicle. The 2013 amount also includes $12,500 in Company contributions to the 401(k) plan. The 2012 amounts consist of $11,207 for the portion of the purchase, fuel, insurance and maintenance expense costs for personal use of a Company-owned vehicle. The 2012 amount also includes $12,500 in Company contributions to the 401(k) plan. The 2011 amounts consist of $53,111 for the portion of the lease, fuel, insurance and maintenance expense costs for personal use of a Company-owned vehicle (including the cost to purchase the vehicle), and $12,250 in Company contributions to the 401(k) plan.

Grants of Plan-Based Awards

Name	Grant Date		All other option awards: Number of securities underlying options#(1)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards(2)
Richard P. Peterson		12/08/2012		200,000		1.15	$	0

(1) Reflects Unit Appreciation Right dated as of December 8, 2012 and approved at the 2013 Annual Meeting of Members.

(2) The Company assigned no value to this award under Topic ASC 718.

Employment Agreement with Named Executive Officer

On May 11, 2011, the Company entered into a Second Amended and Restated Employment Agreement (“2011 Employment Agreement”) with Richard Peterson, Chief Executive Officer and Chief Financial Officer. Under the 2011 Employment Agreement, Peterson receives (i) an annual base salary of $285,000 effective as of October 1, 2010; (ii) the right to participate in all employee benefit plans and programs of the Company; (iii) use of an automobile while employed by the Company; (iv) three weeks annually of paid vacation time off in accordance with the Company’s normal policies; (v) reimbursement for all reasonable and necessary out-of-pocket business, travel and entertainment expenses; and (vi) an annual cash performance bonus of up to 37.0% of his base salary based on achievement of certain criteria established by the Company’s compensation committee.

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Mr. Peterson agreed, as part of the 2011 Employment Agreement, that (i) he will not divulge our confidential information or any know-how or trade secret information conceived or originated by him during his employ; (ii) he will not take a corporate opportunity from our Company; (iii) he will not engage in competition with our Company; (iv) he will not attempt to hire an employee of our Company during his employ or during a 24-month period thereafter; (v) he will not solicit our customers or suppliers during his employ or during the24-month period thereafter; and (vi) he will disclose to, and give all rights and ownership to, the Company in any improvements, inventions or copyrightable material he conceives during his employ and relating to our business.

As a result of the December 2012 sale of substantially all the assets of our ABE Fairmont subsidiary, the Company and Mr. Peterson entered into an Amendment No. 1 dated January 18, 2013 to the 2011 Employment Agreement, under which:

Mr. Peterson has a guaranteed extended employment term of 18 months, from December 7, 2012 through June 7, 2014 (the “Extended Term”). If Mr. Peterson’s employment is terminated by the Company during the Extended Term for any reason other than “for cause” (as defined in the Employment Agreement), Mr. Peterson will be entitled to:

• the salary to which he would otherwise have been entitled during the Extended Term, which is currently $285,000 per year (the “Guaranteed Salary”), payable through the end of the Extended Term, in accordance with the Company’s normal payroll policies and procedures. This amount was $195,542 as of September 30, 2013.

• 104 weeks (2 years) of Mr. Peterson’s weekly base salary amount immediately prior to his termination date (which base salary amount will not be less than $285,000) (the “Severance Payments”), for a total of $570,000, payable over two years in equal installments in accordance with the Company’s normal payroll policies and procedures; and

• As part of the Company’s obligation to provide Mr. Peterson with COBRA coverage, the Company will continue to provide insurance coverage under the same terms and conditions as then made available to other Company employees and their families (the employer- and employee-portions being the same as for then-current Company employees) for up to one year following the Termination Date, in an estimated aggregate amount of $22,400, assuming payments continue for the entire year (the “Benefits Payments”).

If Mr. Peterson voluntarily resigns for any reason during the Extended Term, Mr. Peterson will forfeit the Guaranteed Salary, Severance Payments and Benefits Payments. Upon Mr. Peterson’s disability (as defined in the Employment Agreement) or death during the Extended Term, the Company will pay Mr. Peterson or Mr. Peterson’s estate, as applicable, the Severance Payment, but Mr. Peterson or Mr. Peterson’s estate, as applicable, will not be entitled to receive the Guaranteed Salary.

On the last day of the Extended Term or June 7, 2014, Mr. Peterson will be entitled to the Severance Payment. However, if Mr. Peterson and the Company enter into a new or amended employment agreement covering the period after the Extended Term, Mr. Peterson will not be entitled to the Severance Payment.

Fiscal 2011 Nonqualified Option and Unit Appreciation Right Agreement

The compensation committee also granted Mr. Peterson an Option Award Agreement, dated May 11, 2011 (the “Option”), to purchase up to 150,000 units at various prices, along with a right, under certain circumstances, to exchange the option for a cash payment equal to the appreciation on the value of the units over the exercise price.

Under this agreement, Mr. Peterson had the right to purchase up to:

50,000 units at $1.50 per unit (Tranche 1);

50,000 units at $3.00 per unit (Tranche 2); and

50,000 units at $4.50 per unit (Tranche 3).

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Under the Option terms, each Tranche would vest at a rate of 10,000 units (30,000 units total) each year if Mr. Peterson remained employed on May 11 of each year between 2012 through 2016. If Mr. Peterson died or became disabled during his employment with the Company, those units that would have vested on the next May 11, would immediately vest. If the Company experienced a change in control, all options would immediately become fully vested if the Company was not the surviving entity, or become fully vested if: (i) the Company was the surviving entity and (ii) within two years after the change in control, Mr. Peterson was terminated by the Company without Cause (as defined below) or he resigned for Good Reason (defined in the 2011 Employment Agreement as a material reduction in his duties or his compensation, or a relocation of the Company’s offices greater than 50 miles).

On December 13, 2012, the board of directors, in consideration of the contributions made by Mr. Peterson to the Company during calendar year 2012, and in connection with the Company’s successful sale of the assets of its ABE Fairmont, LLC subsidiary (“Asset Sale”), approved an amendment to the Option under which:

• All unvested units under the Option were accelerated and vested and exercisable in full on December 13, 2012;

• Mr. Peterson was allowed to use the proceeds from the Company’s December 14, 2012 special distribution of $4.15 per unit applicable to the Company’s units (“Special Distribution”) to exercise the Option, such that the amount payable by Mr. Peterson to exercise the Option would be reduced by the aggregate Special Distribution applicable to the units so exercised, if the Option was exercised on or before the record date for the Special Distribution;

• If not exercised prior to December 31, 2012, the Option would expire; and

• The exercise price of Tranche C of the Award was lowered from $4.50 to $4.15 per unit, the amount of Special Distribution.

Mr. Peterson exercised the Option in its entirety on December 13, 2012.

2013 Bonuses and Unit Appreciation Right

On January 18, 2013, the board of directors, upon the recommendation of the board’s compensation committee, in consideration of the contributions made by Mr. Peterson, the Company’s Chief Executive Officer and Chief Financial Officer to the Company during the fiscal year ended September 30, 2013 and in connection with the Company’s Asset Sale, which closed on December 7, 2012, took several actions with respect to Peterson’s compensation and employment:

Transaction Bonus

The board ratified and approved the payment of a $100,000 bonus to Mr. Peterson on December 29, 2012, recognizing Mr. Peterson’s contributions in connection with the successful closing of the Asset Sale.

Cost-Savings Incentive Bonus

The board approved the payment of a $72,500 bonus, payable immediately, recognizing Mr. Peterson’s contributions in implementing cost-saving measures during the period ended December 31, 2012.

Escrow Incentive Bonus

The board authorized the future payment to Mr. Peterson of up to $150,000 (the “Escrow Incentive Bonus”) if the Company receives the maximum of $12.5 million currently in the escrow account created in connection with the Asset Sale. The amount of the Escrow Incentive Bonus will be reduced by $30,000 for each $500,000 of escrow funds drawn by the buyer. Therefore, Mr. Peterson will no longer be entitled to any Escrow Incentive Bonus if more than $2.5 million in escrow funds are drawn by the buyer.

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The Escrow Incentive Bonus will be payable to Mr. Peterson no later than 20 business days after the escrow release date. In the event the Company terminates Mr. Peterson’s employment other than “for cause” as defined in the 2011 Employment Agreement, Mr. Peterson will be entitled to the amount of the Escrow Incentive Bonus to which he would otherwise be entitled had he remained employed by the Company at the escrow termination date.

Fiscal 2013 Unit Appreciation Right

The board awarded Mr. Peterson a Unit Appreciation Right (“UAR”) for 200,000 units. The UAR will vest 1/18 per month over an 18-month period beginning December 7, 2012 and be paid in cash upon such time as ABE sells all or substantially all the assets of the South Dakota plants. The UAR will expire four years following the date of grant. The UAR will be issued for no consideration and will have a grant price of $1.15 per unit at the time of the grant. The grant price for the UAR will be reduced by any distribution received by the Company’s unit holders from (i) the $12.5 million placed in escrow, (ii) the $10 million of cash reserved by the Company in connection with the Asset Sale, or (iii) any other cash dividend received by the Company’s unit holders from the cash reserves at the parent company, Advanced BioEnergy, LLC. The grant price will also be reduced in the event the $12.5 million of escrow proceeds or the $10.0 million of cash retained by the Company are not distributed to the Company’s unit holders. In order to ensure compliance under Section 162(m) of the Internal Revenue Code, the issuance of the UAR was subject to unit holder approval within 12 months of grant, and was approved by members at the 2013 regular meeting of members.

In October 2013, the Company made a cash distribution of $0.31 per unit to its unit holders and the price on Mr. Peterson’s UAR will be reduced to $0.84 per unit.

Agreement Regarding Fiscal 2013 Annual Performance Bonus

The Company and Mr. Peterson agreed the Cost-Savings Bonus, the Escrow Incentive Bonus, and the grant of the UAR are being awarded to Mr. Peterson in lieu of any other Annual Performance Bonus for the Company’s 2013 fiscal year under Section 3(f) of Mr. Peterson’s Employment Agreement, and accordingly, Mr. Peterson was not entitled to any other annual performance bonus for fiscal 2013.

Outstanding Equity Awards at 2013 Fiscal Year-End

The following table sets forth certain information concerning equity awards outstanding to the named executive officer at September 30, 2013.

OUTSTANDING EQUITY AWARDSAT 2013 FISCAL YEAR-END

Option awards

Stock awards

Name

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised option (#) unexercisable

Option exercise price ($)

Option expiration date (2)

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)

Richard R. Peterson

99,999

100,001

$

1.15

12/07/2016

None

None

(1) As a result of the Company dividends paid in October 2013, the price of the UAR will be reduced to $0.84.

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Option Exercises and Units Vested

The following table sets forth certain information concerning units that were exercised or vested during the fiscal year ended September 30, 2013.

	Option Awards				Unit Awards
Name	Number of Units Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of units acquired on vesting (#)		Value realized on vesting ($)(1)
Richard R. Peterson		50,000	$	140,000		14,000	$	60,200
		50,000		65,000
		50,000		7,500

(1) Amount shown is based on a unit price of $4.30, which was the estimated market value of the units on the December exercise and vesting dates.

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Director Compensation

The following table shows director compensation earned for each of our non-employee directors during the fiscal year ended September 30, 2013. The Company made these payments in January 2014.

Name	Fees Earned or Paid in Cash ($)		Total ($)
Scott A. Brittenham		40,000		40,000
Jonathan K. Henness		26,000		26,000
John E. Lovegrove		26,000		26,000
Joshua M. Nelson		27,500		27,500
Bryan A. Netsch		25,000		25,000
Troy L. Otte		27,000		27,000
Bruce L. Rastetter		25,000		25,000

Fiscal 2014 Director Compensation

On January 15, 2014, our Board of Directors established non-employee director compensation for 2014. For fiscal 2014 board service, each non-employee director will be entitled to receive a $25,000 annual retainer, an additional $2,000 for serving as a member of the audit/risk management committee and an additional $1,000 for serving as a member of the compensation or governance/nominating committee. The board Chairman will receive an additional $10,000 retainer, while the Chairs of the audit and risk management committees will each receive an additional $5,000 retainer, and the Chairs of compensation and governance/nominating committees will each receive an additional $2,500 retainer. Each director is also reimbursed for his reasonable out-of-pocket expenses incurred in attending meetings of the board of directors and committees. Directors are not paid additional fees for attending board or committee meetings.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Promoters and Related Persons

The term “related person” as defined in Item 404(a) of Regulation S-K refers to our directors, executive officers, holders of more than 5% of our outstanding membership units and the immediate family members of any of those persons.

Related Party Transaction Approval Policy

While we had no written related-party transaction policy in effect prior to March 16, 2012, at our 2012 Annual Meeting of Members, a revised Section 5.11 was added to our Fifth Amended and Restated Operating Agreement to establish a more thorough mechanism for resolving any conflicts of interest that may arise in the future. All future related party transactions, other than grain purchases, will be approved by a majority of the disinterested directors using this procedure. In addition to compensatory transactions described under “Executive Compensation,” we have engaged in the following transactions with our related persons:

Marketing Agreements with Hawkeye Gold

As described below, the Company entered into marketing agreements with Hawkeye Gold. Prior to Hawkeye Energy’s sale of its interest in Hawkeye Gold in January 2011, Hawkeye Gold was an affiliate of Hawkeye Energy, a 34% owner of the Company’s outstanding membership units. As part of the sales price, Hawkeye Energy received continuing royalty payments from Hawkeye Gold related to 2011 and 2012 revenues from legacy customers, including the Company.

ABE Fairmont executed an Ethanol Agreement dated as of August 28, 2009 with Hawkeye Gold, which became effective on January 1, 2010, and was amended on September 30, 2011. ABE South Dakota executed Ethanol Agreements dated as of April 7, 2010 with Hawkeye Gold, which became effective on October 1, 2010 and were amended on September 30, 2011. Effective July 31, 2012, the Company and Hawkeye Gold mutually agreed to terminate their ethanol marketing relationship for the sale of ethanol from the Company’s ethanol production facilities, in exchange for certain payments based on ethanol gallons sold through April 30, 2013.

ABE South Dakota and Hawkeye Gold executed a Distillers Grains Marketing Agreement, dated April 7, 2010, for distillers grains produced at the Aberdeen plants, which became effective on October 1, 2010. The agreement provides that ABE South Dakota agrees to sell and Hawkeye Gold agrees to purchase substantially all of the dried distillers grains, wet distillers grains (including modified wet distiller’s grains) produced at the Aberdeen, South Dakota plants. The agreement expired on July 31, 2013.

Sales to Hawkeye Gold during the year ended September 30, 2013 and receivable balance at September 30, 2013 were:

Net sales	$	56,483,426
Termination Fees	$	1,288,719
Receivable balance	$	0

Grain Purchases from South Dakota Wheat Growers Association (“SDWG”)

During fiscal 2013, ABE South Dakota purchased $189,302,231 of corn from SDWG pursuant to a grain origination agreement. SDWG owns 5.02% of the Company’s outstanding units.

Grain Purchases from Directors

From October 1, 2012 to September 30, 2013, there were no grain purchases from any of the Company’s directors or entities associated with any of the Company’s directors.

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Arbitration Settlement and Note, Pledge and Guarantee

As previously disclosed, the Company entered into a Settlement Agreement (“Settlement Agreement”) dated as of June 30, 2011 and a separate Master Agreement dated as of June 30, 2011 (“Master Agreement”) to resolve all open issues arising out of arbitration brought by a former officer of the Company against the Company, CEC and Scott Brittenham, a director of the Company and an officer of CEC.

The Master Agreement was entered into between by and among the Company, CEC, Ethanol Investment Partners, LLC, a Delaware limited liability company (“EIP”), Ethanol Capital Partners, LP — Series R, a Delaware limited partnership, Ethanol Capital Partners, LP — Series T, a Delaware limited partnership, Ethanol Capital Partners, LP — Series V, a Delaware limited partnership, and Tennessee Ethanol Partners, LP, a Delaware limited partnership (each limited partnership is referred to as a “CEC Partnership” and collectively the “CEC Partnerships”; and the CEC Partnerships and EIP are collectively referred to as the “CEC Obligors”). The CEC Obligors agreed to jointly and severally reimburse the Company for $450,000 of the $3.4 million paid to the former officer and $40,000 of the legal fees incurred by CEC and Mr. Brittenham, by delivery of a $490,000 secured promissory note (“Note”).

On June 30, 2011, all payments required under the Settlement Agreement were made, and the Note was entered into and delivered.

On December 14, 2012, the Note was fully paid off.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our directors, officers and 10% or greater unit holders to file initial reports of unit ownership and reports of changes in unit ownership with the SEC. Our directors and officers are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to us and written representations from our directors and officers, all Section 16(a) filing requirements were met for fiscal 2013.

ADDITIONAL INFORMATION

As of the date of this proxy statement, we know of no matters that will be presented for determination at the meeting other than those referred to herein. If any other matters properly come before the meeting calling for a vote of members, it is intended that the persons named in the proxies solicited by our board of directors, in accordance with their best judgment, will vote the membership units represented by these proxies.

By Order of the Board of Directors,

/s/ Scott A. Brittenham

Scott A. Brittenham

Chairman of the Board

January 28, 2014

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ADVANCED BIOENERGY, LLC

REGULAR MEETING OF MEMBERS

9:00 a.m., Central Time

Conference Room (2^nd Floor), 8000 Norman Center Drive

Bloomington, MN 55437

Important Notice Regarding the Availability of Proxy Materials for the Regular

Meeting of Members to be Held on Friday, March 28, 2014.

The Proxy Statement is available at: www.advancedbioenergy.com/pages/proxy

The following proxy materials and information are available for your review from mailing date to meeting date atwww.advancedbioenergy.com/pages/proxy.

• the Company’s Notice of Regular Meeting and Proxy Statement;

• the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013;

• the form of Proxy Card; and

• directions to the Annual Meeting.

ADVANCED BIOENERGY, LLC

PROXY CARD FOR 2014 REGULAR MEETING OF MEMBERS

March 28, 2014

9:00 AM (Central Time)

Conference Room (2^nd Floor)

8000 Norman Center Drive

Bloomington, MN 55437

Advanced BioEnergy, LLC 8000 Norman Center Drive, Suite 610 Bloomington, MN 55437 proxy

Solicited on Behalf of the Board of Directors of Advanced BioEnergy, LLC

The undersigned holder(s) of membership units of Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), hereby appoints Richard R. Peterson and Scott. A. Brittenham, or either of them, as proxies, with power of substitution, to vote all of the membership units that the undersigned is entitled to vote at the Company’s regular meeting of members to be held at 8000 Norman Center Drive, Bloomington, MN 55437, on March 28, 2014, 9.00 a.m. central time, and at any adjournment thereof, as follows:

See reverse for voting instructions.

_ò  Please detach here  _ò

1.	Approval of proposal to set at seven the number of directors to be elected for a term of one year.	¨    For	¨    Against	¨    Abstain
Instructions:  To withhold authority to vote for any individual nominee, strike a line through the individual’s name below.
2.	Election of Directors 01 Scott A. Brittenham 02 Jonathan K. Henness 03 Joshua M. Nelson 04 Bryan A. Netsch 05 Bruce L. Rastetter 06 Troy L. Otte 07 Richard R. Peterson.	¨    FORall nominees listed (except if any name is lined out)	¨    WITHHOLDAUTHORITY to vote for all nominees listed
3.	Approval of the proposal to ratify the selection of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2014.	¨    For	¨    Against	¨    Abstain
4.	To cast a non-binding advisory vote on executive compensation.	¨    For	¨    Against	¨    Abstain
5.	In their discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.	¨    GRANT AUTHORITY to vote		¨    WITHHOLD AUTHORITY to vote

A vote FOR proposal 1, FOR the nominees in proposal 2, FOR proposal 3 and 4, and granting the proxy discretionary authority, is recommended by the Company’s board of directors. When properly executed, this proxy will be voted in the manner directed by the undersigned member(s). If no direction is given, the proxy will be voted FOR the proposal 1, FOR the nominees in proposal 2, FOR proposal 3, FOR proposal 4 and, at the discretion of the proxy holder, upon such other matters as may properly come before the meeting or any adjournment thereof. Proxies marked abstain are counted only for purposes of determining whether a quorum is present at the meeting.

Date 

Signature(s) in Box

Please date and sign exactly as name(s) appear(s) on your membership unit certificate(s). If membership units are held jointly, each owner should sign this proxy. If acting as an executor, administrator, trustee, custodian, guardian, etc., you should so indicate in signing. If the member is a corporation or other business entity, the proxy should indicate the full legal name of the corporation or entity, and be signed by a duly authorized officer (indicating his or her position).

ANNUAL MEETING RSVP

¨     Yes. I/We plan to attend the March 28, 2014 Annual Member meeting at the Company’s offices in Bloomington, MN.

¨     No, I/We will not be able to attend the meeting.