ITEM 1.
|
REPORTS TO STOCKHOLDERS.
|
Report of Independent Registered Public Accounting Firm
|
1
|
Statement of Assets, Liabilities and Members’ Capital
|
2
|
Statement of Operations
|
3
|
Statements of Changes in Members’ Capital
|
4
|
Statement of Cash Flows
|
5
|
Notes to Financial Statements
|
6
|
Other Information
|
|
Fund Management
|
14
|
Other Information
|
17
|
Privacy Policy
|
18
|
Financial Statements of FEG Absolute Access Fund LLC
|
19
|
Assets
|
||||
Cash
|
$ | 1,782,559 | ||
Investment in FEG Absolute Access Fund LLC, at fair value (cost $147,883,597)
|
159,769,821 | |||
Total assets
|
$ | 161,552,380 | ||
Liabilities and members' capital
|
||||
Capital withdrawals payable
|
$ | 1,585,559 | ||
Capital contributions received in advance
|
197,000 | |||
Professional fees payable
|
96,278 | |||
Accounting and administration fees payable
|
37,129 | |||
Director fees payable
|
10,000 | |||
Other liabilities
|
61,913 | |||
Total liabilities
|
1,987,879 | |||
Members' capital
|
159,564,501 | |||
Total liabilities and members' capital
|
$ | 161,552,380 | ||
Components of members' capital
|
||||
Capital contributions (net)
|
$ | 148,270,857 | ||
Accumulated net investment loss
|
(3,926,202 | ) | ||
Accumulated net unrealized appreciation on investments
|
11,442,957 | |||
Accumulated net realized gain on investments
|
3,776,889 | |||
Members' capital
|
$ | 159,564,501 |
Investment loss allocated from FEG Absolute Access Fund LLC
|
||||
Dividend income
|
$ | 948 | ||
Expenses
|
(1,912,288 | ) | ||
Net investment loss allocated from FEG Absolute Access Fund LLC
|
(1,911,340 | ) | ||
Fund expenses
|
||||
Accounting and administration fees
|
109,850 | |||
Professional fees
|
72,500 | |||
Insurance
|
20,167 | |||
Director fees
|
20,000 | |||
Custodian fees
|
17,060 | |||
Compliance fees
|
12,000 | |||
Other fees
|
30,250 | |||
Total Fund expenses
|
281,827 | |||
Net investment loss
|
(2,193,167 | ) | ||
Net realized and unrealized gain on investments allocated
|
||||
from FEG Absolute Access Fund LLC
|
||||
Net realized gain on investments
|
3,338,717 | |||
Net change in unrealized appreciation/(depreciation) on investments
|
11,578,770 | |||
Net realized and unrealized gain on investments
|
$ | 14,917,487 |
Members’
|
||||
Capital
|
||||
Members’ capital at March 31, 2011
|
$ | - | ||
Capital contributions
|
149,177,144 | |||
Capital withdrawals
|
(130,000 | ) | ||
Net investment loss
|
(1,733,035 | ) | ||
Net realized gain on investments
|
438,172 | |||
Net change in unrealized appreciation/(depreciation) on investments
|
(135,813 | ) | ||
Members’ capital at March 31, 2012
|
$ | 147,616,468 | ||
Capital contributions
|
20,767,650 | |||
Capital withdrawals
|
(21,543,937 | ) | ||
Net investment loss
|
(2,193,167 | ) | ||
Net realized gain on investments
|
3,338,717 | |||
Net change in unrealized appreciation/(depreciation) on investments
|
11,578,770 | |||
Members’ capital at March 31, 2013
|
$ | 159,564,501 |
Operating activities
|
||||
Net increase in members’ capital resulting from operations
|
$ | 12,724,320 | ||
Adjustments to reconcile net increase in members' capital
|
||||
resulting from operations to net cash provided by
|
||||
operating activities:
|
||||
Purchases of investments
|
(17,292,854 | ) | ||
Proceeds from sales of investments
|
18,319,333 | |||
Net investment loss allocated from FEG Absolute Access Fund LLC
|
1,911,340 | |||
Net realized gain on investments
|
(3,338,717 | ) | ||
Net unrealized appreciation/(depreciation) on investments
|
(11,578,770 | ) | ||
Changes in operating assets and liabilities:
|
||||
Professional fees payable
|
11,765 | |||
Accounting and administration fee payable
|
1,020 | |||
Other liabilities
|
18,850 | |||
Net cash provided by operating activities
|
776,287 | |||
Financing activities
|
||||
Proceeds from capital contributions
|
15,969,650 | |||
Payments for capital withdrawals
|
(19,958,378 | ) | ||
Net cash used in financing activities
|
(3,988,728 | ) | ||
Net change in cash
|
(3,212,441 | ) | ||
Cash at beginning of year
|
4,995,000 | |||
Cash at end of year
|
$ | 1,782,559 |
·
|
Level 1 – Quoted prices in active markets for identical investments.
|
·
|
Level 2 – Other significant observable inputs (including quoted prices for similar investments).
|
·
|
Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
|
Year Ended March 31
|
||||||||
2013
|
2012
|
|||||||
Ratios to average Members’ capital:
|
||||||||
Expenses
|
1.39 | % | 1.39 | % | ||||
Net investment loss
|
(1.39 | )% | (1.39 | )% | ||||
Total Return
|
8.24 | % | (1.91 | )% | ||||
Portfolio turnover
|
7.96 | % | 8.84 | % | ||||
Members’ capital end of year (000’s)
|
$ | 159,565 | $ | 147,616 |
Name, Address
And Date Of Birth
|
Position(S) Held
With The Fund
|
Length Of Time Served
|
Principal Occupation(s) During Past
5 Years And Other Directorships Held By Director
|
Number Of Portfolios
In Fund Complex
Overseen By Director
|
David Clark Hyland
August 13, 1963
6596 Madeira Hills Drive, Cincinnati, OH 45243
|
Director; Chairman of Audit Committee
|
Since Inception
|
Associate Professor of Finance, Xavier University since 2008; Assistant Professor of Finance, Xavier University, 2004-2008. Board of Advisors, Sterling Valuation Group, 2006-present.
|
3
|
Gregory James Hahn
January 23, 1961
2565 Durbin Drive,
Carmel, IN 46032
|
Director; Audit Committee Member
|
Since Inception
|
President and Chief Financial Officer, Winthrop Capital Management, LLC since 2007. Chief Investment Officer for fixed income, Oppenheimer Investment Management, 2005-2007. Trustee, Indiana Public Employee Retirement System, 2010-2012; Trustee, Indiana State Teachers’ Retirement Fund, 2008-2010; Investment Committee, CDN Enterprise, 2010-present.
|
3
|
Name, Address
And Date Of Birth
|
Position(S) Held
With The Fund
|
Length Of Time Served
|
Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director or Officer
|
Number Of Portfolios
In Fund Complex Overseen
By Director Or Officer
|
Christopher M. Meyer
April 6, 1967
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202
|
Chairman of the Board of Directors; President
|
Since Inception
|
Managing Principal and Chief Investment Officer at Fund Evaluation Group, LLC. With Fund Evaluation Group, LLC since 1993. Trustee of Cincinnati Retirement System since 2010; Director, Cincinnati Reds Hall of Fame and Museum since 2008; Director, Lambda Chi Alpha Educational Foundation since 2010.
|
3
|
Mary T. Bascom
April 24, 1958
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Cincinnati, OH 45202
|
Treasurer
|
Since Inception
|
Chief Financial Officer, Fund Evaluation Group, LLC since 1999.
|
3
|
Ryan S. Wheeler
February 6, 1979
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Suite 1600, Cincinnati, OH 45202
|
Secretary
|
Since Inception
|
Director of Fund Operations since 2012 and Research Analyst from 2008-2012, Fund Evaluation Group, LLC; Senior Implementation Specialist, Spectrum Global Fund Administration, LLC from 2007-2008.
|
3
|
Name, Address
And Date Of Birth
|
Position(S) Held
With The Fund
|
Length Of Time Served
|
Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director or Officer
|
Number Of Portfolios
In Fund Complex Overseen
By Director Or Officer
|
Brian Ferko
May 6, 1971
c/o Cipperman Compliance Services LLC
500 E. Swedesford Road, Suite 104, Wayne, PA 19087
|
Chief Compliance Officer
|
Since Inception
|
Managing Director, Cipperman Compliance Services since 2010, Head of Compliance US and CCO, Aberdeen Asset Management Inc., 2008-2010.
|
3
|
|
·
|
To government entities, in response to subpoenas or to comply with laws or regulations.
|
|
·
|
When shareholders direct us to do so or consent to the disclosure.
|
|
·
|
To companies that perform necessary services for FEG Absolute Access TEI Fund LLC, such as data processing companies that the Funds use to process shareholders transactions or maintain shareholder accounts.
|
|
·
|
To protect against fraud, or to collect unpaid debts. Information about former shareholders.
|
Report of Independent Registered Public Accounting Firm
|
1
|
Statement of Assets, Liabilities and Members’ Capital
|
2
|
Schedule of Investments
|
3
|
Statement of Operations
|
5
|
Statements of Changes in Members’ Capital
|
6
|
Statement of Cash Flows
|
7
|
Notes to Financial Statements
|
8
|
Other Information
|
|
Fund Management
|
18
|
Other Information
|
21
|
Privacy Policy
|
22
|
Assets
|
||||
Cash
|
$ | 3,055,632 | ||
Short-term investments (cost $3,241,691)
|
3,241,691 | |||
Investments in Portfolio Funds, at fair value (cost $196,165,836)
|
229,003,546 | |||
Receivable for Portfolio Funds sold
|
582,481 | |||
Other assets
|
26 | |||
Total assets
|
$ | 235,883,376 | ||
Liabilities and members’ capital
|
||||
Capital withdrawals payable
|
$ | 2,755,632 | ||
Capital contributions received in advance
|
300,000 | |||
Management fee payable
|
169,846 | |||
Professional fees payable
|
183,832 | |||
Accounting and administration fees payable
|
65,174 | |||
Directors fees payable
|
8,334 | |||
Other liabilities
|
170,417 | |||
Total liabilities
|
3,653,235 | |||
Members’ capital
|
232,230,141 | |||
Total liabilities and members’ capital
|
$ | 235,883,376 | ||
Components of members’ capital
|
||||
Capital contributions (net)
|
$ | 202,074,118 | ||
Accumulated net investment loss
|
(7,321,839 | ) | ||
Accumulated net realized gain on investments
|
4,640,152 | |||
Accumulated net unrealized appreciation on investments
|
32,837,710 | |||
Members’ capital
|
$ | 232,230,141 |
Percentage
|
||||||||||||||
Fair
|
of Members’
|
Withdrawals
|
||||||||||||
Investment Name
|
Cost
|
Value
|
Capital
|
Permitted
|
||||||||||
Investments in Portfolio Funds:(1)
|
||||||||||||||
United States:
|
||||||||||||||
Multi-Strategy:
|
||||||||||||||
Absolute Return Capital Partners, L.P.
|
$ | 9,426,792 | $ | 9,681,306 | 4.2 | % |
Monthly
|
|||||||
AG Super Fund, L.P.(2)
|
9,058,154 | 11,491,294 | 4.9 |
Annually(3)
|
||||||||||
AQR Delta Fund II, L.P.
|
12,000,000 | 12,313,594 | 5.3 |
Monthly
|
||||||||||
Canyon Value Realization Fund, L.P.(2)
|
9,243,025 | 12,689,847 | 5.5 |
Annually(3)
|
||||||||||
Claren Road Credit Partners, L.P.
|
12,914,370 | 14,458,318 | 6.2 |
Quarterly(3)
|
||||||||||
CVI Global Value Fund A, L.P.(2)
|
3,427,598 | 6,200,906 | 2.7 |
Quarterly(4)
|
||||||||||
Davidson Kempner Partners
|
12,320,606 | 14,695,996 | 6.3 |
Semi-Annually
|
||||||||||
Diamondback Partners, L.P.
|
92,036 | 93,249 | 0.0 |
Quarterly(5)
|
||||||||||
Elliot Associates, L.P.
|
14,000,000 | 16,958,465 | 7.3 |
Semi-Annually(3)
|
||||||||||
Eton Park Fund, L.P.(2)
|
13,000,000 | 14,247,920 | 6.1 |
Quarterly(3)
|
||||||||||
Farallon Capital Partners, L.P.(2)
|
9,810,570 | 11,584,642 | 5.0 |
Annually(3)
|
||||||||||
FIR Tree Credit Opportunity Fund
|
14,000,000 | 16,400,325 | 7.1 |
Annually(3)
|
||||||||||
Graham Global Investment Fund, Ltd.
|
11,378,562 | 11,286,572 | 4.9 |
Monthly
|
||||||||||
GSO Special Situations Fund, L.P.(2)
|
11,800,000 | 15,220,997 | 6.5 |
Quarterly(3)
|
||||||||||
HBK Fund II, L.P.(2)
|
10,997,263 | 13,776,894 | 5.9 |
Quarterly
|
||||||||||
Highfields Capital II, L.P.(2)
|
11,562,164 | 14,536,500 | 6.3 |
Annually(4)
|
||||||||||
MKP Opportunity Partners, L.P
|
5,000,000 | 4,997,095 | 2.2 |
Monthly
|
||||||||||
Stark Investments, L.P.(2)(6)
|
49,003 | 19,578 | 0.0 |
Quarterly
|
||||||||||
Stark Investments, L.P. - Class A (7)
|
262,287 | 297,215 | 0.1 |
Quarterly
|
||||||||||
Stark Investments, L.P. - Class B(2)
|
198,215 | 375,847 | 0.2 |
Quarterly
|
||||||||||
Strategic Value Restructuring Fund, L.P.
|
14,750,000 | 14,925,780 | 6.4 |
Quarterly(3)
|
||||||||||
Taconic Opportunity Fund, L.P.(2)
|
10,875,191 | 12,751,206 | 5.5 |
Quarterly
|
||||||||||
Total Investments in Portfolio Funds
|
$ | 196,165,836 | $ | 229,003,546 | 98.6 | % |
Percentage
|
||||||||||||
Fair
|
of Members’
|
|||||||||||
Investment Name
|
Cost
|
Value
|
Capital
|
|||||||||
Short-Term Investments:
|
||||||||||||
Money Market Fund:
|
||||||||||||
Federated Government Obligations Fund #5, 0.01%(8)
|
$ | 3,241,691 | $ | 3,241,691 | 1.4 | % | ||||||
Total Investments in Portfolio Funds and Short-Term Investments
|
$ | 199,407,527 | $ | 232,245,237 | 100.0 | % | ||||||
Liabilities in excess of other assets
|
(15,096 | ) | (0.0 | )% | ||||||||
Members’ capital
|
$ | 232,230,141 | 100.0 | % |
(1)
|
Non-income producing.
|
(2)
|
All or a portion of these investments are held in side-pockets.
|
(3)
|
Withdrawals from this portfolio fund are permitted after a one-year lockup period from the date of the initial investment.
|
(4)
|
Withdrawals from this portfolio fund are permitted after a two-year lockup period from the date of the initial investment.
|
(5)
|
Series 1 shares, or approximately 50% of the investment value, are available after a one-year lockup period. Series six shares, or approximately 50% of the investment value, are available after a two-year lockup period.
|
(6)
|
Does not include holdback at cost of $555,498, included in receivable for Portfolio Funds sold in Statement of Assets, Liabilities and Members' Capital.
|
(7)
|
Does not include holdback at cost of $1,459, included in receivable for Portfolio Funds sold in Statement of Assets, Liabilities and Members' Capital.
|
(8)
|
The rate shown is the annualized 7-day yield as of March 31, 2013.
|
Investment income
|
||||||||
Dividend income
|
$ | 1,475 | ||||||
Expenses
|
||||||||
Management fees
|
2,133,861 | |||||||
Accounting and administration fees
|
253,640 | |||||||
Withholding tax
|
183,300 | |||||||
Professional fees
|
154,500 | |||||||
Compliance fees
|
54,000 | |||||||
Insurance
|
50,417 | |||||||
Custodian fees
|
33,553 | |||||||
Directors fees
|
20,000 | |||||||
Other fees
|
82,225 | |||||||
Total expenses
|
2,965,496 | |||||||
Net investment loss
|
$ | (2,964,021 | ) | |||||
Net realized and unrealized gain on investments
|
||||||||
Net realized gain on investments
|
5,071,742 | |||||||
Net change in unrealized appreciation/(depreciation)
|
||||||||
on investments
|
17,503,757 | |||||||
Net realized and unrealized gain on investments
|
22,575,499 | |||||||
Net increase in members' capital resulting
|
||||||||
from operations
|
$ | 19,611,478 |
Members’
|
||||
Capital
|
||||
Members’ capital at March 31, 2011
|
$ | 170,064,161 | ||
Capital contributions
|
179,016,758 | |||
Capital withdrawals
|
(105,248,685 | ) | ||
Net investment loss
|
(2,366,505 | ) | ||
Net realized gain on investments
|
346,138 | |||
Net change in unrealized appreciation/(depreciation)
|
||||
on investments
|
(476,149 | ) | ||
Members’ capital at March 31, 2012
|
$ | 241,335,718 | ||
Capital contributions
|
21,837,640 | |||
Capital withdrawals
|
(50,554,695 | ) | ||
Net investment loss
|
(2,964,021 | ) | ||
Net realized gain on investments
|
5,071,742 | |||
Net change in unrealized appreciation/(depreciation)
|
||||
on investments
|
17,503,757 | |||
Members’ capital at March 31, 2013
|
$ | 232,230,141 |
Operating activities
|
||||
Net increase in members’ capital resulting from operations
|
$ | 19,611,478 | ||
Adjustments to reconcile net increase in members' capital
|
||||
resulting from operations to net cash provided by
|
||||
operating activities:
|
||||
Purchases of investments in Portfolio Funds
|
(12,364,266 | ) | ||
Proceeds from sales of investments in Portfolio Funds
|
45,010,514 | |||
Net realized gain on investments in Portfolio Funds
|
(5,071,742 | ) | ||
Net change in unrealized (appreciation)/depreciation
|
||||
on investments in Portfolio Funds
|
(17,503,757 | ) | ||
Changes in operating assets and liabilities:
|
||||
Short-term investments
|
(692,924 | ) | ||
Other assets
|
45 | |||
Management fee payable
|
(335,808 | ) | ||
Professional fees payable
|
15,262 | |||
Accounting and administration fee payable
|
(11,241 | ) | ||
Other liabilities
|
59,494 | |||
Net cash provided by operating activities
|
28,717,055 | |||
Financing activities
|
||||
Proceeds from capital contributions
|
21,887,640 | |||
Payments for capital withdrawals
|
(48,238,518 | ) | ||
Net cash used in financing activities
|
(26,350,878 | ) | ||
Net change in cash
|
2,366,177 | |||
Cash at beginning of year
|
689,455 | |||
Cash at end of year
|
$ | 3,055,632 |
·
|
Level 1 – Quoted prices in active markets for identical investments.
|
·
|
Level 2 – Other significant observable inputs (including quoted prices for similar investments).
|
·
|
Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Investments
|
||||||||||||||||
Portfolio Funds
|
$ | – | $ | 206,422,043 | $ | 22,581,503 | $ | 229,003,546 | ||||||||
Short-term investments
|
3,241,691 | – | – | 3,241,691 | ||||||||||||
Total
|
$ | 3,241,691 | $ | 206,422,043 | $ | 22,581,503 | $ | 232,245,237 |
Investments in Portfolio Funds
|
||||
Balance as of March 31, 2012
|
$ | 32,376,554 | ||
Realized gain (loss)
|
34,263 | |||
Net change in unrealized appreciation/(depreciation)
|
4,202,836 | |||
Purchases
|
1,364,266 | |||
Sales
|
(461,913 | ) | ||
Net transfers in to Level 3
|
- | |||
Net transfers out of Level 3
|
(14,934,503 | ) | ||
Balance as of March 31, 2013
|
$ | 22,581,503 |
Year Ended March 31,
|
||||||||||||||||||||
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||||
Ratios to average members’ capital:
|
||||||||||||||||||||
Expenses
|
1.21 | % | 1.14 | % | 0.70 | % | 1.29 | % | 1.24 | % | ||||||||||
Net investment loss
|
(1.21 | %) | (1.14 | %) | (0.70 | %) | (1.29 | %) | (1.20 | %) | ||||||||||
Total return
|
8.26 | % | (1.89 | %) | 8.43 | % | 31.43 | % | (24.71 | %) | ||||||||||
Portfolio turnover
|
7.96 | % | 8.84 | % | 5.67 | % | 4.51 | % | 0.00 | % | ||||||||||
Members’ capital end of year (000’s)
|
$ | 232,230 | $ | 241,336 | $ | 170,064 | $ | 76,670 | $ | 38,847 |
Name, Address
And Date Of Birth
|
Position(S) Held
With The Fund
|
Length Of Time Served
|
Principal Occupation(s) During Past 5 Years And Other Directorships Held By Director
|
Number Of Portfolios
In Fund Complex
Overseen By Director
|
David Clark Hyland
August 13, 1963
6596 Madeira Hills Drive, Cincinnati, OH 45243
|
Director; Chairman of Audit Committee
|
Since Inception
|
Associate Professor of Finance, Xavier University since 2008; Assistant Professor of Finance, Xavier University, 2004-2008. Board of Advisors, Sterling Valuation Group, 2006-present.
|
3
|
Gregory James Hahn
January 23, 1961
2565 Durbin Drive,
Carmel, IN 46032
|
Director; Audit Committee Member
|
Since Inception
|
President and Chief Financial Officer, Winthrop Capital Management, LLC since 2007. Chief Investment Officer for fixed income, Oppenheimer Investment Management, 2005-2007. Trustee, Indiana Public Employee Retirement System, 2010-2012; Trustee, Indiana State Teachers’ Retirement Fund, 2008-2010; Investment Committee, CDN Enterprise, 2010-present.
|
3
|
Name, Address
And Date Of Birth
|
Position(S) Held
With The Fund
|
Length Of
Time Served
|
Principal Occupation(s) During Past
5 Years And Other Directorships Held By Director or Officer
|
Number Of Portfolios
In Fund Complex Overseen By Director Or Officer
|
Christopher M. Meyer
April 6, 1967
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202
|
Chairman of the Board of Directors; President
|
Since Inception
|
Managing Principal and Chief Investment Officer at Fund Evaluation Group, LLC. With Fund Evaluation Group, LLC since 1993. Trustee of Cincinnati Retirement System since 2010; Director, Cincinnati Reds Hall of Fame and Museum since 2008; Director, Lambda Chi Alpha Educational Foundation since 2010.
|
3
|
Mary T. Bascom
April 24, 1958
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Cincinnati, OH 45202
|
Treasurer
|
Since Inception
|
Chief Financial Officer, Fund Evaluation Group, LLC since 1999.
|
3
|
Ryan S. Wheeler
February 6, 1979
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Suite 1600, Cincinnati, OH 45202
|
Secretary
|
Since Inception
|
Director of Fund Operations since 2012 and Research Analyst from 2008-2012, Fund Evaluation Group, LLC; Senior Implementation Specialist, Spectrum Global Fund Administration, LLC from 2007-2008.
|
3
|
Name, Address
And Date Of Birth
|
Position(S) Held
With The Fund
|
Length Of
Time Served
|
Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director or Officer
|
Number Of Portfolios
In Fund Complex Overseen By Director Or Officer
|
Brian Ferko
May 6, 1971
c/o Cipperman Compliance Services LLC
500 E. Swedesford Road, Suite 104, Wayne, PA 19087
|
Chief Compliance Officer
|
Since Inception
|
Managing Director, Cipperman Compliance Services since 2010, Head of Compliance US and CCO, Aberdeen Asset Management Inc., 2008-2010.
|
3
|
|
·
|
To government entities, in response to subpoenas or to comply with laws or regulations.
|
|
·
|
When shareholders direct us to do so or consent to the disclosure.
|
|
·
|
To companies that perform necessary services for FEG Absolute Access Fund LLC, such as data processing companies that the Funds use to process shareholders transactions or maintain shareholder accounts.
|
|
·
|
To protect against fraud, or to collect unpaid debts. Information about former shareholders.
|
ITEM 2.
|
CODE OF ETHICS.
|
ITEM 3.
|
AUDIT COMMITTEE FINANCIAL EXPERT.
|
ITEM 4.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
ITEM 5.
|
AUDIT COMMITTEE OF LISTED REGISTRANTS.
|
ITEM 6.
|
SCHEDULE OF INVESTMENTS.
|
|
(a)
|
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
|
ITEM 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
|
1.
|
Records of proxy statements received regarding client securities;
|
|
2.
|
Records of each vote cast by the Firm on behalf of a client;
|
|
3.
|
Copies of any document created by the Firm that was material to making a decision on voting clients’ securities;
|
|
4.
|
Records of all communications received and internal documents created that were material to the voting decision; and
|
|
5.
|
Each written client request for proxy voting information and the Firm’s written response to such client request (written or oral) for proxy voting information.
|
|
6.
|
Documentation noting the rationale behind each proxy vote decision made.
|
|
·
|
The Firm receives increased compensation as a result of the proxy vote due to increased or additional fees or other charges to be paid by the client.
|
|
·
|
The Firm retains an institutional client, or is in the process of retaining an institutional client that is affiliated with an issuer subject to a proxy. This type of relationship may influence the Firm to vote with management on proxies to gain favor with management.
|
|
·
|
The Firm retains a client or investor, or is in the process of retaining a client or investor that is an officer or director of an issuer that is held in a client’s portfolio. The similar conflicts of interest exist in this relationship as discussed above.
|
|
·
|
The Firm’s employees maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers. For example, the spouse of a Firm employee may be a high-level executive of an issuer that is held in a client’s portfolio. The spouse could attempt to influence the Firm to vote in favor of management.
|
|
·
|
The Firm or an employee personally owns a significant number of an issuer’s securities that are also held in a client’s portfolio. For any number of reasons, an employee may seek to vote proxies in a different direction for his/her personal holdings than would otherwise be warranted by the proxy voting policy. The employee could oppose voting the proxies according to the policy and successfully influence the Firm to vote proxies in contradiction to the policy.
|
|
1.
|
Vote the proxy in accordance with the Firm’s proxy policies;
|
|
2.
|
Disclose the conflict to the client(s), providing sufficient information regarding the matter and the nature of the Firm’s conflict, and obtaining consent before voting;
|
|
3.
|
Employ an outside service provider to advise in the voting of the proxy;
|
|
4.
|
Employ an outside service provider to vote the proxy on behalf of the Firm and its clients; or
|
|
5.
|
Decline to vote the proxy because the cost of addressing the potential conflict of interest is greater than the benefit to the clients of voting the proxy.
|
ITEM 8.
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Name of Portfolio Manager
|
Title
|
Length of Time of Service to the Fund
|
Business Experience During the Past 5 Years
|
Gregory M. Dowling
|
Director of Hedged Strategies
|
Since Inception
|
Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2004
|
J. Alan Lenahan
|
Director of Hedged Strategies
|
Since Inception
|
Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2002
|
Name of Portfolio Manager
|
Type of Accounts
|
Total Number of Accounts Managed
|
Total Assets
|
Number of Accounts Managed for Which Advisory Fee is Based on Performance
|
Total Assets for Which Advisory Fee is Based on Performance
|
Gregory M. Dowling
|
Registered Investment Companies
|
1
|
$86,660,158
|
0
|
$0
|
Other Pooled Investment Vehicles
|
0
|
$0
|
0
|
$0
|
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
|
J. Alan Lenahan
|
Registered Investment Companies
|
1
|
$86,660,158
|
0
|
$0
|
Other Pooled Investment Vehicles
|
0
|
$0
|
0
|
$0
|
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
Portfolio Manager
|
Dollar Range of Fund Shares
Beneficially Owned
|
Gregory M. Dowling
|
$50,001-$100,000
|
J. Alan Lenahan
|
$50,001-$100,000
|
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
|
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
ITEM 11.
|
CONTROLS AND PROCEDURES.
|
ITEM 12.
|
EXHIBITS.
|
(a)(1)
|
The code of ethics of the registrant, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
|
(a)(2)
|
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
|
(a)(3)
|
Not applicable.
|
(b)
|
Not applicable.
|
(registrant)
|
FEG ABSOLUTE ACCESS TEI FUND LLC
|
|
By (Signature and Title)*
|
/s/ Christopher M. Meyer | |
Christopher M. Meyer, President
|
||
(principal executive officer)
|
||
Date
|
JUNE 7, 2013
|
By (Signature and Title)*
|
/s/ Christopher M. Meyer | |
Christopher M. Meyer, President
|
||
(principal executive officer)
|
||
Date
|
JUNE 7, 2013
|
|
By (Signature and Title)*
|
/s/ Mary T. Bascom | |
Mary T. Bascom, Treasurer
|
||
(principal financial officer)
|
||
Date
|
JUNE 7, 2013
|
I.
|
Covered Officers/Purpose of the Code
|
|
·
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
·
|
full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (“SEC”), and in other public communications made by the Fund;
|
|
·
|
compliance with applicable laws and governmental rules and regulations;
|
|
·
|
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
|
|
·
|
accountability for adherence to the Code.
|
II.
|
Administration of the Code
|
III.
|
Managing Conflicts of Interest
|
|
·
|
not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer or an immediate family member would benefit personally to the detriment of the Fund;
|
|
·
|
not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer or an immediate family member rather than the benefit of the Fund;1
|
|
·
|
not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and
|
|
·
|
report at least annually his or her affiliations and other relationships on the Fund’s annual Directors and Officers Questionnaire.
|
|
·
|
serve as director on the board of any public or private company;
|
|
·
|
the receipt during any 12-month period of any gifts in excess of $100 in the aggregate from a third party that does or seeks to do business with the Fund; and
|
1
|
For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Funds Code of Ethics. Each Covered Officer shall be considered an “Access Person” under such Code. The term “immediate family” shall have the same meaning as provided in such Code.
|
|
·
|
the receipt of any entertainment from any company with which the Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.
|
IV.
|
Disclosure and Compliance
|
|
·
|
be familiar with the disclosure requirements generally applicable to the Fund;
|
|
·
|
not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s directors and auditors, and to governmental regulators and self-regulatory organizations;
|
|
·
|
to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Fund and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submit to, the SEC and in other public communications made by the Fund; and
|
|
·
|
promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
|
V.
|
Reporting and Accountability
|
|
·
|
upon adoption of the Code (or after becoming a Covered Officer), affirm in writing to the Board that he/she has received, read and understands the Code;
|
|
·
|
annually affirm to the Board compliance with the requirements of the Code;
|
|
·
|
not retaliate against any other Covered Officer or any employee of the Fund or their affiliated persons for reports of potential violations that are made in good faith;
|
|
·
|
notify the Chief Compliance Officer promptly if he/she knows of any violation of this Code; and
|
|
·
|
respond to questionnaires circulated periodically in connection with the preparation of disclosure documents for the Fund.
|
|
·
|
The Chief Compliance Officer will take all appropriate action to investigate any potential violation reported to him/her;
|
|
·
|
If, after such investigation, the Chief Compliance Officer determines that no violation has occurred, the Chief Compliance Officer will notify the person(s) reporting the potential violation, and the Chief Compliance Officer will report his/her conclusions to the Audit Committee;
|
|
·
|
Any matter that the Chief Compliance Officer determines may be a violation will be reported to the Audit Committee;
|
|
·
|
If the Audit Committee determines that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to the president of the Fund; or a recommendation to sanction or dismiss the Covered Officer;
|
|
·
|
The Audit Committee will be responsible for granting waivers in its sole discretion;
|
|
·
|
Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
|
|
·
|
report to the Audit Committee quarterly any approvals provided in accordance with Section III of this Code; and
|
|
·
|
report to the Audit Committee quarterly any violations of, or material issues arising under, this Code.
|
VI.
|
Other Policies and Procedures
|
VII.
|
Amendments
|
VIII.
|
Confidentiality
|
IX.
|
Internal Use
|
(1)
|
I have read and I understand the Code of Ethics for Principal Executive and Senior Financial Officers adopted by FEG Absolute Access TEI Fund LLC (the “Code”);
|
(2)
|
I recognize that I am subject to the Code;
|
(3)
|
I have complied with the requirements of the Code during the calendar year ending December 31, ____; and
|
(4)
|
I have reported all violations of the Code required to be reported pursuant to the requirements of the Code during the calendar year ending December 31, ____.
|
Name:
|
||||
Date:
|
Date: |
JUNE 7, 2013
|
/s/ Christopher M. Meyer | |
Christopher M. Meyer, President
|
|||
(principal executive officer)
|
Date: |
JUNE 7, 2013
|
/s/ Mary T. Bascom | |
Mary T. Bascom, Treasurer
|
|||
(principal financial officer)
|
&%P+S$N,"\`/#]X<&%C
M:V5T(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B
M/SX@/'@Z>&UP;65T82!X;6QN D!\@'Z`@,"#`(4
M`AT")@(O`C@"00)+`E0"70)G`G$">@*$`HX"F`*B`JP"M@+!`LL"U0+@`NL"
M]0,``PL#%@,A`RT#.`-#`T\#6@-F`W(#?@.*`Y8#H@.N`[H#QP/3`^`#[`/Y
M!`8$$P0@!"T$.P1(!%4$8P1Q!'X$C`2:!*@$M@3$!-,$X03P!/X%#044%]@8&!A8&)P8W!D@&609J!GL&C`:=
M!J\&P`;1!N,&]0<'!QD'*P<]!T\'80=T!X8'F0>L![\'T@?E!_@("P@?"#((
M1@A:"&X(@@B6"*H(O@C2".<(^PD0"24).@E/"60)>0F/":0)N@G/">4)^PH1
M"B<*/0I4"FH*@0J8"JX*Q0K<"O,+"PLB"SD+40MI"X`+F`NP"\@+X0OY#!(,
M*@Q##%P,=0R.#*<,P`S9#/,-#0TF#4`-6@UT#8X-J0W##=X-^`X3#BX.20YD
M#G\.FPZV#M(.[@\)#R4/00]>#WH/E@^S#\\/[!`)$"800Q!A$'X0FQ"Y$-<0
M]1$3$3$13Q%M$8P1JA')$>@2!Q(F$D429!*$$J,2PQ+C$P,3(Q-#$V,3@Q.D
M$\43Y10&%"<4211J%(L4K13.%/`5$A4T%585>!6;%;T5X!8#%B86219L%H\6
MLA;6%OH7'1=!%V47B1>N%](7]Q@;&$`891B*&*\8U1CZ&2`911EK&9$9MQG=
M&@0:*AI1&G<:GAK%&NP;%!L[&V,;BANR&]H<`APJ'%(<>QRC',P<]1T>'4<=
M:AZ4'KX>Z1\3'SX?:1^4'[\?ZB`5($$@;""8(,0@\"$<
M(4@A=2&A( &YXS'DJ>8EYYWI&>J5[!'MC>\)\
M(7R!?.%]07VA?@%^8G["?R-_A'_E@$>`J($*@6N!S8(P@I*"](-7@[J$'82`
MA..%1X6KA@Z& (\I)1_0!^
M%3_&1G\(/$$CS&:RFX,A497,UL^0KZEKRU%0VIK#],<:BR10QCA44!5'``]_
M-Y[@>X?.ONIS7NG._N#S'<[KS1>-66>=M34'PHBBB11(.V.*-4CC7M15&.LG
M-NVVQVBSBL-MM4AM$&%4?M)\R3YDDDGB>FSV#.EW7O?NO=>]^Z]USC_SD?\`
MP=/^AA[46?\`N7:_\U%_X\.JO\#_`&'K_]7?X]^Z]U[W[KW7O?NO=>]^Z]U[
MW[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO
M=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W
M[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=
M>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[
MKW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>
M]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[K
MW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]
M^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW
M7O?NO=>]^Z]U[W[KW4:LK*3'TL];75,-'1TL;35%34R)#!#$@NSR2.0J*/\`
M$^RC?^8-CY5V7<^8^9MWMK#8+*%I9[BXD6*&&- `
M`&2>B?=G=]U&1^YP6R)9:2A.J&JSX#15E8OZ73&J;/1T[#_=IM*W]D)]6X"?
M?._O1-TYK_>_ME]VV]FL>63JBN=[`:.ZNAP9-O4T>U@;(^I8+=2#^S%N!JDR
M)Y']IXK/P=UYG19+K!6#BB>AD\G;^B.P>>K@"PLS,Q9B69B69F)+,Q-R23R2
M3[XNR223222RR,TK,2S$DDDFI))R23DDY)ZG$`*`JB@'77NG6^O>_=>Z][]U
M[KWOW7NAMZ_Z0W%N_P`&1R@DP&`>SBIJ(C_$*Z/@_P"04 +JJ'W]#WW5O[L[VI]COW=S=[C^!S7[FQT=6ECKMUG(
M*$?2VT@_6D0_# %N6[A[?9N('"24?T0?A0_QD9'P@_$
M"2Y?,93/9"HRF8K9\A7U+:IJFH?4Y_U*(!9(HD'"HH"*.``/?S@<^^X'.?NA
MS3NG.O/_`#'<[KS1>/JEGG;4Q_A10*)'$@[8XHU2.-:*B*H`ZR;V_;K':;2*
MQVZV2&T08510?:?,D^9-23DD]+C8G5>Z-]RI+14_V&'#Z9\W7(ZT@TGUI2)Q
M)73C_4IZ0>&9?>2?W9?N1>]/WG;V"]Y=VK]U^WXD*S;O>(ZVPTGO6V3#WLPR
M-$/Z:M19IH:@]!?FKGS8^58V2YF\;<:=L*$%_D7/!%^;9(^%6Z.QL;K#:^PX
M5;'4WW>59--1FJU4DKI-0`=(.-%%3L?[$=KC]18B_OZ//NT_+N-
M.V%""_R+G@B_-LD?"K='8V-UAM?8<*MCJ;[O*LFFHS5:J25TFH6=(.-%%3M_
MJ([$C]18B_OZ._NT_A(X(O])J#TJ<='8V'U/MC8D<<]/#_$\WHM+FJZ-&G4D>I:&'U1
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M`)6GHZ<'R5$[?T'`'+$*"1%/O%[V>VOL-R==\\>YW,D6W[-'58U/=/)<5&J,P`E.L:>;ON9/$M+4FTVDXT*>]Q_PQQ2H/\*T7R.KCT,_OHCU&O7O?NO=>]^Z]U[W[KW7
MO?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z
M]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O
M?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]
MU[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U_];?X]^Z
M]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O
M?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]
MU[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?
MNO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U
M[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]TB-[[_V]L/'_=YBHUU4R,:#%4Y5
MJ^N=>/VXR0(H%;]4KV1?\6LIQN^\A]ZCVH^[!RM^_>?]V\3>YXV-EML!5KV]
M=8Q?\`.5_])RC;2$V6U6[L+2V!J`[UH;FY*X>YE&K++$L,1\,96WQN;K
M+";]VAE^QMET.*RF\-AXW<6)K=X;4QF=$YP61W)MRFJI,OA*'."EE-%-4PQ1
MU8AD\1?QOI]U[I=>_=>Z*3V_\K:38'=NS/C5U]UON/N?O;=_66Z^[9MDX'<.
MS-GTNVNH-F;EVWLO*;PS>XM\YO"T#U&4W?NRCQV+H*1:F>IG\TDQIJ:!YQ[K
MW0@];=_[3WUTA%WSNG$Y_H[:E-3;SJ]V8SN[^`[,SG7<.PMR9_;.YSOR6'.Y
M;;>$3&5>W*B629,C/2"#3()F0AO?NO=8=C?*GXR]G;G@V3US\A.EM][QJ9\C
M2T^U-H]F[-W#N*:LQ&/&7RU%'A<5F*K(M78O$,*NH@$?EAI2)G58R&]^Z]T,
M67W%M_`2X6#.YW#X6;<>9AV[MZ'+9.BQTN>W!4T==D*?!8:.LGA;)YB>@QE3
M.E-`'F>&GD<*51B/=>Z:]\;^V-UEMRJWAV-O';&Q-J4-1CJ.LW)N_.8W;N#I
MJS+Y"FQ.)I)LIEJFDHTJ\IE*R&FIHR^N>HE2-`SL`?=>Z076GR1^/7<^4J<'
MU#WEU'VCF:/'5F7JL5U]V)M/>&0@Q6-RD6#R62DH\!EJ^=:'&YN9**IETZ*>
ML80R%92%]^Z]UCA^2WQYJ-PUVTX.\.J)MSXO=U+L#*X"+?VV9,MBM]UTV/IJ
M'964H5R1J,;NVMGR](D..G6.LE:K@"QGS1ZO=>Z7.;[)Z\VUN[9VP-Q[ZVA@
M-]=B-F4Z_P!G9K<>(Q6Y]\R;=QTF7W!%L_!5U9!D]S3X/$0O5UB444[TU*C2
MR!8P6'NO=
1J>X]B9;NC`["W8N/PO4N,P^:R&]LOU9M#LW#Y7=]#%74=3C:.2H
M%*M?44D].ONO=*#`_P`RO8>Y