0001398344-18-008831.txt : 20180608 0001398344-18-008831.hdr.sgml : 20180608 20180608154948 ACCESSION NUMBER: 0001398344-18-008831 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20180331 FILED AS OF DATE: 20180608 DATE AS OF CHANGE: 20180608 EFFECTIVENESS DATE: 20180608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEG Absolute Access Fund I LLC CENTRAL INDEX KEY: 0001512152 IRS NUMBER: 383831966 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22527 FILM NUMBER: 18889325 BUSINESS ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 888-268-0333 MAIL ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: FEG ABSOLUTE ACCESS TEI FUND LLC DATE OF NAME CHANGE: 20110204 N-CSR 1 fp0033919_ncsr.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-22527

 

FEG ABSOLUTE ACCESS FUND I LLC

(Exact name of registrant as specified in charter)

 

201 EAST FIFTH STREET, SUITE 1600

CINCINNATI, OHIO 45202

(Address of principal executive offices) (Zip code)

 

KEVIN CONROY

201 EAST FIFTH STREET, SUITE 1600

CINCINNATI, OHIO 45202

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 888-268-0333

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2018

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

  FINANCIAL STATEMENTS
   
  FEG Absolute Access Fund I LLC
  Year Ended March 31, 2018
  With Report of Independent Registered
  Public Accounting Firm

 

 

FEG Absolute Access Fund I LLC

 

Financial Statements

Year Ended March 31, 2018


 

Contents

 

Report of Independent Registered Public Accounting Firm

1

   

Statement of Assets and Liabilities

2

Statement of Operations

3

Statements of Changes in Net Assets

4

Statement of Cash Flows

5

Financial Highlights

6

Notes to Financial Statements

7

   

Other Information (Unaudited)

 
   

Company Management

13

Other Information

15

Privacy Policy

18

 

Financial Statements of FEG Absolute Access Fund LLC

 

 

FEG Absolute Access Fund I LLC

 

Report of Independent Registered Public Accounting Firm

March 31, 2018


 

To the Members and Board of Directors of
FEG Absolute Access Fund I LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of FEG Absolute Access Fund I LLC (the “Fund”) as of March 31, 2018, and the related statements of operations, cash flows and changes in net assets, and the financial highlights for the year then ended, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2018, the results of its operations, its cash flows, the changes in its net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial statements and financial highlights for the years ended March 31, 2017 and prior, were audited by other auditors whose report dated June 22, 2017, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audit includes performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of securities owned as of March 31, 2018, correspondence with the portfolio fund manager. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2017.

 

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
May 30, 2018

 

1

 

 

FEG Absolute Access Fund I LLC

 

Statement of Assets and Liabilities

March 31, 2018


 

Assets    
Cash  $5,862,225 
Investment in FEG Absolute Access Fund LLC, at fair value   310,189,861 
Prepaid expenses and other assets   63,087 
Total assets   316,115,173 
      
Liabilities     
Capital redemptions payable   5,862,225 
Professional fees payable   100,574 
Accounting and administration fees payable   29,900 
Directors fees payable   6,000 
Other liabilities   29,864 
Total liabilities   6,028,563 
      
Net Assets  $310,086,610 
      
Net assets consist of:     
Paid-in capital  $320,500,557 
Accumulated net investment loss   (25,251,391)
Accumulated net realized gain on investments   16,763,348 
Accumulated net unrealized depreciation on investments   (1,925,904)
Net assets  $310,086,610 
      
Units issued and outstanding (unlimited units authorized)   269,225 
Net Asset Value per unit  $1,151.77 

 

See accompanying notes and financial statements of FEG Absolute Access Fund LLC.

 

2

 

 

FEG Absolute Access Fund I LLC

 

Statement of Operations

Year Ended March 31, 2018


 

Investment income/(loss) allocated from FEG Absolute Access Fund LLC    
Dividend income  $259,422 
Expenses   (3,514,827)
Net investment loss allocated from FEG Absolute Access Fund LLC   (3,255,405)
      
Fund investment income     
Withholding tax rebate   452 
      
Fund expenses     
Professional fees   304,675 
Withholding tax   129,151 
Compliance monitoring fees   106,313 
Accounting and administration fees   100,125 
Custodian fees   36,851 
Directors fees   24,000 
Other expenses   65,100 
Total Fund expenses   766,215 
Net investment loss   (4,021,168)
      
Realized and unrealized gain (loss) on investments allocated from FEG Absolute Access Fund LLC     
Net realized gain on investments   12,800,712 
Net change in unrealized appreciation/depreciation on investments   (6,297,351)
Net realized and unrealized gain on investments allocated from FEG Absolute Access Fund LLC   6,503,361 
Net increase in net assets resulting from operations  $2,482,193 

 

See accompanying notes and financial statements of FEG Absolute Access Fund LLC.

 

3

 

 

FEG Absolute Access Fund I LLC

 

Statements of Changes in Net Assets



 

   Year Ended
March 31, 2018
   Year Ended
March 31, 2017
 
Operations        
Net investment loss  $(4,021,168)  $(4,008,312)
Net realized gain on investments   12,800,712    5,304,716 
Net change in unrealized appreciation/depreciation on investments   (6,297,351)   14,115,620 
Net increase in net assets resulting from operations   2,482,193    15,412,024 
           
Distributions          
From net investment income   (10,137,527)   (2,509,060)
           
Capital transactions          
Capital subscriptions   44,360,778    25,457,110(1)
Capital reinvestments of distribution   8,649,770    2,345,654 

Capital redemptions(2)

   (70,188,415)   (39,301,470)
Net change in net assets resulting from capital transactions   (17,177,867)   (11,498,706)
           
Net change in net assets   (24,833,201)   1,404,258 
           
Net assets at beginning of year   334,919,811    333,515,553 
Net assets at end of year  $310,086,610   $334,919,811 
           
Accumulated net investment loss  $(25,251,391)  $(13,170,139)
           
Units transactions          
Units sold   37,814    21,750 
Units reinvested   7,491    2,004 
Units redeemed   (60,221)   (33,903)
Net change in units   (14,916)   (10,149)

 

(1)Includes a $10 subscription from FEG Investors, LLC (the Investment Manager) for Class II Units, which was the only activity for Class II Units during the year ended March 31, 2017.

 

(2)Net of early repurchase fees in the amount of $0 and $1,433, respectively.

 

See accompanying notes and financial statements of FEG Absolute Access Fund LLC.

 

4

 

 

FEG Absolute Access Fund I LLC

 

Statement of Cash Flows

Year Ended March 31, 2018


 

Operating activities    
Net increase in net assets resulting from operations  $2,482,193 
Adjustments to reconcile net increase in net assets resulting from     
operations to net cash provided by operating activities:     
Purchases of investments   (44,360,779)
Proceeds from sales of investments   72,395,559 
Net investment loss allocated from FEG Absolute Access Fund LLC   3,255,405 
Net realized gain on investments allocated from FEG Absolute Access Fund LLC   (12,800,712)
Net change in unrealized appreciation/depreciation on investments allocated from FEG Absolute Access Fund LLC   6,297,351 
Changes in operating assets and liabilities:     
Prepaid expenses and other assets   (1,837)
Accounting and administration fees payable   (9,057)
Professional fees payable   30,035 
Other liabilities   27,236 
Net cash provided by operating activities   27,315,394 
      
Financing activities     
Proceeds from capital subscriptions   43,823,778 
Dividends paid to shareholders, net of reinvestments   (1,487,757)
Payments for capital redemptions, net of redemptions payable   (67,342,639)
Net cash used in financing activities   (25,006,618)
      
Net change in cash   2,308,776 
Cash at beginning of year   3,553,449 
Cash at end of year  $5,862,225 
      
Supplemental Disclosure of cash flow information     
Non-cash distribution fully reinvested  $8,649,770 

 

See accompanying notes and financial statements of FEG Absolute Access Fund LLC.

 

5

 

 

FEG Absolute Access Fund I LLC

 

Financial Highlights



 

   Year Ended March 31, 
   2018   2017   2016   2015   2014 

Per unit operating performances:(1)

                    
Net asset value per unit, beginning of year  $1,178.71   $1,133.29   $1,189.27   $1,135.93   $1,062.22 
Income (loss) from investment operations:                         
Net investment loss   (18.45)   (14.62)   (13.72)   (6.07)   (5.98)
Net realized and unrealized gain (loss) on investments   28.22    68.75    (37.63)   59.41    79.69 
Total change in per unit value from investment operations   9.77    54.13    (51.35)   53.34    73.71 
                          
Distributions paid from:                         
Net investment income   (36.71)   (8.71)   (2.35)        
Net realized gains           (2.28)        
Total distributions to shareholders   (36.71)   (8.71)   (4.63)        
                          
Net asset value per unit, end of year  $1,151.77   $1,178.71   $1,133.29   $1,189.27   $1,135.93 

 

Ratios to average net assets:(2)

                    
Total expenses   1.35%(3)   1.23%   1.27%   1.34%   1.56%
Net investment loss   (1.27)%(4)   (1.22)%   (1.27)%   (1.34)%   (1.56)%
                          
Total return   0.82%   4.78%   (4.32)%   4.70%   6.94%
Portfolio turnover   25.84%   6.43%   12.33%   28.75%   17.93%
Net assets end of year (000's)  $310,087   $334,920   $333,516   $321,325   $239,771 

 

(1)Selected data is for a single unit outstanding throughout the year.

 

(2)The ratios include the Fund’s proportionate share of income and expenses allocated from FEG Absolute Access Fund LLC.

 

(3)Includes state withholding tax from business activity of the portfolio funds of FEG Absolute Access Fund. If the expense was removed, total expenses would be 1.34%.

 

(4)Includes state withholding tax from business activity of the portfolio funds of FEG Absolute Access Fund. If the expense was removed, net investment loss would be (1.25)%.

 

See accompanying notes and financial statements of FEG Absolute Access Fund LLC.

 

6

 

 

FEG Absolute Access Fund I LLC

 

Notes to Financial Statements

Year Ended March 31, 2018


 

1. Organization

 

FEG Absolute Access Fund I LLC (the “Fund”) was organized as a limited liability company under the laws of the State of Delaware on January 20, 2011 and commenced operations on April 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The business and operations of the Fund are managed and supervised under the direction of the Board of Directors (the “Board”). The objective of the Fund is to achieve capital appreciation in both rising and falling markets, although there can be no assurance that the Fund will achieve this objective. Effective January 1, 2015, the Fund attempts to achieve its investment objective by investing all or substantially all of its assets directly in FEG Absolute Access Fund LLC (“FEG Absolute Access Fund”), a limited liability company organized under the laws of the State of Delaware and registered under the 1940 Act. The Fund and FEG Absolute Access Fund are managed by FEG Investors, LLC (the “Investment Manager”), an investment manager registered under the Investment Advisers Act of 1940, as amended. FEG Absolute Access Fund’s Board of Directors (the “FEG Absolute Access Fund Board”) has overall responsibility for the management and supervision of FEG Absolute Access Fund’s operations. To the extent permitted by applicable law, the FEG Absolute Access Fund Board may delegate any of its respective rights, powers and authority to, among others, the officers of FEG Absolute Access Fund, any committee of the FEG Absolute Access Fund Board, or the Investment Manager.

 

Units of limited liability company interest (“Units”) of the Fund are offered only to investors (“Members”) that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “1933 Act”).

 

The Second Amended and Restated Limited Liability Company Operating Agreement (as it may be further amended, the “Operating Agreement”) for the Fund was approved by the Board at a meeting held on August 18, 2014, and by Members at a meeting held on December 12, 2014. The Operating Agreement: (a) allows the Fund to elect to be classified, for purposes of U.S. federal income tax, as a corporation that intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”); and (b) permits the creation of multiple classes of Units of the Fund. The SEC granted the Fund an Exemptive Order on September 9, 2015 permitting the Fund to offer multiple classes of Units. The Fund’s registration statement permits it to offer two additional classes of Units. There have been no transactions involving Class II Units during the year ended March 31, 2018. Class II Units are expected to commence operations at an appropriate time in the future when additional subscriptions are available. When Class II Units commence operations, it is expected that the existing units of the Fund will be designated as Class I Units. As of March 31, 2018, no additional classes of units had commenced operations or had activity.

 

UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation, serves as the Fund’s administrator (the “Administrator”). The Fund has entered into an agreement with the Administrator to perform general administrative tasks for the Fund, including but not limited to maintenance of the books and records of the Fund and the capital accounts of the Members of the Fund.

 

2. Significant Accounting Policies

 

The Fund is an investment company, and as such, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the financial statements.

 

Use of Estimates

 

The financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in partners’ capital from operations during the reporting period. Actual results could differ from such estimates.

 

Cash is held at a major financial institution and is subject to credit risk to the extent those balances exceed Federal Deposit Insurance Corporation (FDIC) limitations.

 

7

 

 

FEG Absolute Access Fund I LLC

 

Notes to Financial Statements (continued)



 

2. Significant Accounting Policies (continued)

 

Calculation of Net Assets and Net Asset Value per Unit

 

The Fund calculates its net assets as of the close of business on the last business day of each calendar month and the last day of each fiscal period. In determining its net assets, the Fund values its investments as of such month-end or as of the end of such fiscal period, as applicable. The net assets of the Fund equals the value of the total assets of the Fund less liabilities, including accrued fees and expenses, each determined as of the date the Fund’s net assets is calculated. The Net Asset Value per Unit equals net assets divided by Units outstanding.

 

Investment in FEG Absolute Access Fund LLC

 

The Fund records its investment in FEG Absolute Access Fund at fair value which is represented by the Fund’s units held in FEG Absolute Access Fund valued at their per unit net asset value. Valuation of investment funds and other investments held by FEG Absolute Access Fund is discussed in the notes to FEG Absolute Access Fund’s financial statements. The Fund records its allocated portion of income, expense, realized gains and losses and unrealized appreciation and depreciation from FEG Absolute Access Fund. The performance of the Fund is directly affected by the performance of FEG Absolute Access Fund. The financial statements of FEG Absolute Access Fund, which accompany this report, are an integral part of these financial statements. Refer to the accounting policies disclosed in the financial statements of FEG Absolute Access Fund for additional information regarding significant accounting policies that affect the Fund. As of March 31, 2018, the Fund owned 90.64% of the units of FEG Absolute Access Fund.

 

Taxation and Distributions to Members

 

For periods prior to January 1, 2015, the Fund, as a limited liability company, was classified as a partnership for federal tax purposes. Accordingly, no provision for federal income taxes was required. Components of net assets reflected in the Statement of Assets and Liabilities are reported on a tax basis, removing historical information prior to January 1, 2015.

 

Effective January 1, 2015, the Fund elected to be treated as a corporation for federal income tax purposes, and it further intends to elect to be treated, and expects each year to qualify, as a RIC under Subchapter M of the Code. For each taxable year that the Fund so qualifies, the Fund will not be subject to federal income tax on that part of its taxable income that it distributes to its investors. Taxable income consists generally of net investment income and net capital gains. The Fund intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains, resulting in no provision requirements for federal income or excise taxes.

 

Management has analyzed the Fund’s tax positions for all open tax years, which include the years ended December 31, 2014 through December 31, 2017, and has concluded that as of March 31, 2018, no provision for income taxes is required in the financial statements. Therefore, no additional tax expense, including any interest and penalties, was recorded in the current year and no adjustments were made to prior periods. To the extent the Fund recognizes interest and penalties, they are included in interest expense and other expenses, respectively, in the Statement of Operations.

 

The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense, and gain/(loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.

 

8

 

 

FEG Absolute Access Fund I LLC

 

Notes to Financial Statements (continued)



 

2. Significant Accounting Policies (continued)

 

Additionally, U.S. GAAP requires certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. Permanent differences between book and tax basis are attributable to distribution reclassifications, partnerships and Passive Foreign Investment Companies (PFIC’s). These reclassifications have no effect on net assets or Net Asset Value per Unit. For the tax year ended December 31, 2017, the following amounts were reclassified:

 

Paid-in capital  $1,653 
Accumulated net investment income (loss)   2,077,443 
Accumulated net realized gain (loss) on investments   (2,079,096)

 

As of March 31, 2018, the federal tax cost of investments and unrealized appreciation/(depreciation) were as follows:

 

Gross unrealized appreciation  $29,795,541 
Gross unrealized depreciation   (3,300,988)
Net unrealized appreciation  $26,494,553 
Cost of investments  $283,695,308 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in investment transactions.

 

Post-October capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Funds’ next taxable year. As of December 31, 2017, the Fund had $167,678 in short-term post-October capital-losses.

 

The Fund utilized $3,257,580 of its capital loss carryforward during the year ended December 31, 2017.

 

The tax character of distributions paid during the tax year ended December 31, 2017 was as follows:

 

   2017   2016 
Distributions paid from:          
Ordinary income  $7,501,701   $2,509,060 
Net long term capital gains   2,635,826     
Total taxable distributions   10,137,527    2,509,060 
Total distributions paid  $10,137,527   $2,509,060 

 

3. Related Party Transactions

 

The Investment Manager receives from FEG Absolute Access Fund a monthly management fee (the “Management Fee”) equal to 1/12 of 0.85% of FEG Absolute Access Fund’s month-end members’ capital balances. The Fund indirectly incurs the Management Fee as a member of FEG Absolute Access Fund.

 

On September 15, 2017, Fund Evaluation Group Employee Stock Ownership Trust (“FEG Trust”), a voting trust administered by Argent Trust Company as trustee, acquired Fund Evaluation Group 2017, Inc. (“Fund Evaluation Group”), the indirect parent company of the Investment Manager (the “transaction”) from Fund Evaluation Group’s eighteen individual owners. The transaction will allow employees of the Investment Manager to indirectly own the Investment Manager through an employee stock ownership plan. While the transaction represented a change in the legal ownership of the Investment Manager, it is not a change in the management of the Fund or FEG Absolute Access Fund. The Investment Manager, through its employees, has continued and will continue in its role in providing day-to-day investment management services to FEG Absolute Access Fund.

 

9

 

 

FEG Absolute Access Fund I LLC

 

Notes to Financial Statements (continued)



 

3. Related Party Transactions (continued)

 

The transaction resulted in an “assignment” under the 1940 Act of the then-existing investment management agreement of FEG Absolute Access Fund (the “Prior Management Agreement”) that resulted in the termination of the Prior Management Agreement. The Prior Management Agreement was replaced by an interim and then a new investment management agreement between FEG Absolute Access Fund and the Investment Manager that was approved by FEG Absolute Access Fund’s members at a special meeting of members held on November 28, 2017.

 

Each member of the Board who is not an “interested person” of the Fund (the “Independent Directors”), as defined by the 1940 Act, receives a quarterly retainer of $3,000. In addition, all Independent Directors are reimbursed by the Fund for all reasonable out-of-pocket expenses incurred by them in performing their duties. The Independent Directors’ fees totaled $24,000 for the year ended March 31, 2018, of which $6,000 was payable as of March 31, 2018.

 

As of March 31, 2018, Members who are affiliated with the Investment Manager owned $912,494 (0.29% of net assets) of the Fund.

 

4. Capital

 

Members may be admitted when permitted by the Board. Generally, Members will only be admitted as of the beginning of a calendar month but may be admitted at any other time in the discretion of the Board. The minimum initial investment is $50,000, and additional contributions from existing Members may be made in a minimum amount of $25,000, although the Board may waive such minimums in certain cases.

 

No Member will have the right to require the Fund to redeem its Units. Rather, the Board may, from time to time and in its complete and absolute discretion, cause the Fund to offer to repurchase Units from Members pursuant to written requests by Members on such terms and conditions as it may determine. However, because all or substantially all of the Fund’s assets will be invested in FEG Absolute Access Fund, the Fund generally will find it necessary to liquidate a portion of its FEG Absolute Access Fund units in order to satisfy repurchase requests. Because FEG Absolute Access Fund’s units may not be transferred, the Fund may withdraw a portion of its FEG Absolute Access Fund units only pursuant to repurchase offers by FEG Absolute Access Fund. Therefore, the Fund does not expect to conduct a repurchase offer for Units unless FEG Absolute Access Fund contemporaneously conducts a repurchase offer for FEG Absolute Access Fund units.

 

Capital subscriptions received in advance are comprised of cash received on or prior to March 31, 2018 for which Units are issued April 1, 2018. Capital subscriptions received in advance do not participate in the earnings of the Fund until such Units are issued. Capital redemptions payable are comprised of requests for redemptions that were effective on March 31, 2018 but were paid subsequent to fiscal year-end.

 

In determining whether the Fund should offer to repurchase Units from Members pursuant to written requests, the Board will consider, among other things, the recommendation of the Investment Manager. The Investment Manager expects that it will recommend to the FEG Absolute Access Fund Board that FEG Absolute Access Fund repurchases FEG Absolute Access Fund units from members twice a year, effective as of June 30th and December 31st each year. The repurchase amount will be determined by the FEG Absolute Access Fund Board in its complete and absolute discretion, but is expected to be no more than approximately 25% of FEG Absolute Access Fund’s outstanding units.

 

FEG Absolute Access Fund will make repurchase offers, if any, to all holders of FEG Absolute Access Fund units, including the Fund. The Fund does not expect to make a repurchase offer that is larger than the portion of FEG Absolute Access Fund’s corresponding repurchase offer expected to be available for acceptance by the Fund. Consequently, the Fund will conduct repurchase offers on a schedule and in amounts that will depend on FEG Absolute Access Fund’s repurchase offers.

 

10

 

 

FEG Absolute Access Fund I LLC

 

Notes to Financial Statements (continued)



 

4. Capital (continued)

 

Subject to the considerations described above, the aggregate value of Units to be repurchased at any time will be determined by the Board in its sole discretion, and such amount may be stated as a percentage of the value of the Fund’s outstanding Units. Therefore, the Fund may determine not to conduct a repurchase offer at a time that FEG Absolute Access Fund conducts a repurchase offer.

 

The Board also will consider the following factors, among others, in making such determination: (i) whether FEG Absolute Access Fund is making a contemporaneous repurchase offer for FEG Absolute Access Fund units, and the aggregate value of FEG Absolute Access Fund units that FEG Absolute Access Fund is offering to repurchase; (ii) the liquidity of the assets of the applicable fund; (iii) the investment plans and working capital requirements of the applicable fund; (iv) the relative economies of scale with respect to the size of the applicable fund; (v) the history of the applicable fund in repurchasing Units; (vi) the conditions in the securities markets and economic conditions generally; and (vii) the anticipated tax consequences of any proposed repurchases of Units.

 

The Operating Agreement and the FEG Absolute Access Fund operating agreement each provides that the respective entity will be dissolved if any Member that has submitted a written request, in accordance with the terms of the applicable Operating Agreement, to tender all of such Member’s Units or FEG Absolute Access Fund’s units, as applicable, for repurchase by the applicable fund has not been given the opportunity to so tender within a period of two (2) years after the request (whether in a single repurchase offer or multiple consecutive offers within the two-year period). Such a dissolution of FEG Absolute Access Fund would likely result in a determination to dissolve the Fund.

 

When the Board determines that the Fund will offer to repurchase Units (or portions of Units), written notice will be provided to Members that describes the commencement date of the repurchase offer, and specifies the date on which repurchase requests must be received by the Fund (the “Repurchase Request Deadline”).

 

For Members tendering all of their Units in the Fund, Units will be valued for purposes of determining their repurchase price as of a date approximately 95 days after the Repurchase Request Deadline (the “Full Repurchase Valuation Date”). The amount that a Member who is tendering all of its Units in the Fund may expect to receive on the repurchase of such Member’s Units will be the value of the Member’s capital account determined on the Full Repurchase Valuation Date, and the Fund will generally not make any adjustments for final valuations based on adjustments received from FEG Absolute Access Fund, and the withdrawing Member (if such valuations are adjusted upwards) or the remaining Members (if such valuations are adjusted downwards) will bear the risk of change of any such valuations.

 

Members who tender a portion of their Units in the Fund (defined as a specific dollar value in their repurchase request), and which portion is accepted for repurchase by the Fund, will receive such specified dollar amount. Within five days of the Repurchase Request Deadline, each Member whose Units have been accepted for repurchase will be given a non-interest bearing, non-transferable promissory note by the Fund entitling the Member to be paid an amount equal to 100% of the unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account). The note will entitle the Member to be paid within 30 days after the Full Repurchase Valuation Date, or ten business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from its investment in FEG Absolute Access Fund), whichever is later (either such date, a “Payment Date”). Notwithstanding the foregoing, if a Member has requested the repurchase of 90% or more of the Units held by such Member, such Member shall receive (i) a non-interest bearing, non-transferable promissory note, in an amount equal to 90% of the estimated unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a promissory note entitling the holder thereof to the balance of the proceeds, to be paid within 30 days following the completion of the Fund’s next annual audit, which is expected to be completed within 60 days after the end of the Fund’s fiscal year. The note will be held by the Administrator on the Member’s behalf. Upon written request by a Member to the Administrator, the Administrator will mail the note to the Member at the address of the Member as maintained in the books and records of the Fund.

 

11

 

 

FEG Absolute Access Fund I LLC

 

Notes to Financial Statements (continued)



 

4. Capital (continued)

 

The Fund does not intend to impose any charges on the repurchase of Units.

 

If Members request that the Fund repurchase a greater number of Units than the repurchase offer amount as of the Repurchase Request Deadline, as determined by the Board in its complete and absolute discretion, the Fund shall repurchase the Units pursuant to repurchase requests on a pro rata basis, disregarding fractions, according to the portion of the Units requested by each Member to be repurchased as of the Repurchase Request Deadline.

 

A Member who tenders some but not all of the Member’s Units for repurchase will be required to maintain a minimum capital account balance of $50,000. The Fund reserves the right to reduce the amount to be repurchased from a Member so that the required capital account balance is maintained.

 

5. Indemnifications

 

The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is not known. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

6. Subsequent Events

 

The Investment Manager evaluated subsequent events through the date the financial statements were issued, and concluded that there were no recognized or unrecognized subsequent events that required disclosure in or adjustment to the Fund’s financial statements.

 

12

 

 

FEG Absolute Access Fund I LLC

 

Company Management


(unaudited)


 

The identity of the Board Members and brief biographical information as of March 31, 2018 is set forth below. The Fund’s Statement of Additional Information includes additional information about the Board Members and is available, without charge, by calling 1-888-268-0333.

 

INDEPENDENT DIRECTORS

Name, Date Of Birth,
And Address

Position(s)

Held With

The Fund

Term Of

Office And

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

Indefinite; Since Inception

Associate Professor of Finance, Xavier University since 2008; Board of Advisors, Sterling Valuation Group, 2006-present.

2

Gregory James Hahn
January 23, 1961
2565 Durbin Drive,
Carmel, IN 46032

Director; Audit Committee Member

Indefinite; Since Inception

Chief Investment Officer, Portfolio Manager, Investment Strategy, Winthrop Capital Management, LLC since 2007; Trustee, Indiana Public Employee Retirement Fund, 2010-present; Trustee, Indiana State Teachers’ Retirement Fund, 2008-present.

2

 

INTERESTED DIRECTORS AND OFFICERS

Name, Date Of Birth,
And Address

Position(s)

Held With

The Fund

Term Of

Office And

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

Kevin J. Conroy
December 14, 1977
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202

President; Secretary

Indefinite; Since February 20, 2018

Vice President of Hedged Strategies and Assistant Portfolio Manager since 2014, Senior Analyst of Hedged Strategies, 2012-2014, Analyst of Hedged Strategies, 2011-2012, Fund Evaluation Group, LLC.

2

Mary T. Bascom
April 24, 1958
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Cincinnati, OH 45202

Treasurer

Indefinite; Since Inception

Chief Financial Officer, Fund Evaluation Group, LLC since 1999.

2

 

13

 

 

FEG Absolute Access Fund I LLC

 

Company Management (continued)


(unaudited)


 

INTERESTED DIRECTORS AND OFFICERS (continued)

Name, Date Of Birth,
And Address

Position(s)

Held With

The Fund

Term Of

Office And

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

Julie T. Thomas
July 10, 1962
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202

Chief Compliance Officer

Indefinite; Since December 2016

Chief Compliance Officer, Fund Evaluation Group, LLC, since November 2015; Vice President, Deputy Chief Compliance Officer, The Ohio National Life Insurance Company, January 2015-November 2015; Chief Compliance Officer, 2013-2015, Director, Fund Compliance, 2012-2013, Fund Compliance Officer, 2011-2012; Suffolk Capital Management LLC, Fiduciary Capital Management, LLC, Ohio National Investments, Inc., and Ohio National Fund.

2

 

14

 

 

FEG Absolute Access Fund I LLC

 

Other Information


(unaudited)


 

Change of Independent Registered Public Accounting Firm

 

Ernst & Young LLP (“EY”) resigned as the independent registered public accounting firm to the Fund effective October 3, 2017. EY’s reports on the Fund financial statements for the fiscal years ended March 31, 2016 and March 31, 2017 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Fund’s fiscal years ended March 31, 2017 and March 31, 2016, (i) there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Fund’s financial statements for such fiscal years, and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

On November 13, 2017, the Fund by action of the Board upon the recommendation of the Fund’s Audit Committee engaged Cohen & Company as the independent registered public accounting firm to audit the Fund’s financial statements for the fiscal year ending March 31, 2018. During the Fund’s fiscal years ended March 31, 2017 and March 31, 2016, neither the Fund nor anyone on their behalf has consulted with Cohen & Company on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements; or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

 

15

 

 

FEG Absolute Access Fund I LLC

 

Other Information (continued)


(unaudited)


 

2017 Proxy Results

 

A Special Meeting of Members was held on November 28, 2017 to consider the proposal noted below. The proposal was approved. The results of the voting at the Special Meeting were as follows:

 

The Proposal: To obtain voting instructions regarding the Master Fund Proposal to approve the investment management agreement attached hereto as Appendix A between FEG Investors, LLC and FEG Absolute Access Fund LLC.

 

 

Number of Votes

For:

155,533

Against:

0

Abstain:

118,437

 

16

 

 

FEG Absolute Access Fund I LLC

 

Other Information (continued)


(unaudited)


 

Information on Proxy Voting

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-888-268-0333. It is also available on the SEC’s website at http://www.sec.gov.

 

Information regarding how the Company voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-888-268-0333, and on the SEC’s website at http://www.sec.gov.

 

Availability of Quarterly Report Schedule

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Company’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

17

 

 

FEG Absolute Access Fund I LLC

 

Privacy Policy


(unaudited)


 

In the course of doing business with shareholders, the Fund collects nonpublic personal information about shareholders. “Nonpublic personal information” is personally identifiable financial information about shareholders. For example, it includes shareholders’ social security number, account balance, bank account information, and purchase and redemption history.

 

The Fund collects this information from the following sources:

 

 

Information it receives from shareholders on applications or other forms;

 

Information about shareholder transactions with the Fund and its service providers, or others;

 

Information it receives from consumer reporting agencies (including credit bureaus).

 

What information does the Fund disclose and to whom does the Fund disclose information?

 

The Fund only discloses nonpublic personal information collected about shareholders as permitted by law. For example, the Fund may disclose nonpublic personal information about shareholders:

 

 

To government entities, in response to subpoenas or to comply with laws or regulations.

 

When shareholders direct the Fund to do so or consent to the disclosure.

 

To companies that perform necessary services for the Fund, such as data processing companies that the Fund uses to process shareholders transactions or maintain shareholder accounts.

 

To protect against fraud, or to collect unpaid debts.

 

Information about former shareholders.

 

If a shareholder closes its account, the Fund will adhere to the privacy policies and practices described in this notice.

 

How the Fund safeguards information

 

Within the Fund, access to nonpublic personal information about shareholders is limited to employees and in some cases to third parties (for example, the service providers described above), as permitted by law. The Fund and its service providers maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

 

18

 

 

 

  FINANCIAL STATEMENTS
   
  FEG Absolute Access Fund LLC
  Year Ended March 31, 2018
  With Report of Independent Registered
  Public Accounting Firm

 

 

FEG Absolute Access Fund LLC

 

Financial Statements

Year Ended March 31, 2018


 

Contents

 

Report of Independent Registered Public Accounting Firm

1

   

Statement of Assets, Liabilities and Members’ Capital

2

Schedule of Investments

3

Statement of Operations

6

Statements of Changes in Members’ Capital

7

Statement of Cash Flows

8

Financial Highlights

9

Notes to Financial Statements

10

   

Other Information (Unaudited)

 
   

Company Management

18

Other Information

20

Privacy Policy

23

 

 

FEG Absolute Access Fund LLC

 

Report of Independent Registered Public Accounting Firm

March 31, 2018


 

To the Members and Board of Directors of
FEG Absolute Access Fund LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets, liabilities and members’ capital, including the schedule of investments, of FEG Absolute Access Fund LLC (the “Fund”) as of March 31, 2018, and the related statements of operations, cash flows and changes in members’ capital and the financial highlights for the year then ended, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2018, the results of its operations, its cash flows, the changes in its members’ capital and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial statements and financial highlights for the years ended March 31, 2017 and prior, were audited by other auditors whose report dated June 22, 2017, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audit includes performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of securities owned as of March 31, 2018, by correspondence with the custodian and underlying fund management, or by other appropriate auditing procedures where replies from underlying fund management were not received. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2017.

 

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
May 30, 2018

 

1

 

 

FEG Absolute Access Fund LLC

 

Statement of Assets, Liabilities and Members’ Capital

March 31, 2018


 

Assets    
Cash  $2,063,704 
Short-term investments (cost $2,086,155)   2,086,155 
Investments in Portfolio Funds, at fair value (cost $280,299,745)   317,353,136 
Receivable for Portfolio Funds sold   22,457,635 
Prepaid expenses and other assets   13,531 
Total assets  $343,974,161 
      
Liabilities and members’ capital     
Capital withdrawals payable  $1,008,790 
Management fee payable   483,919 
Professional fees payable   124,651 
Accounting and administration fees payable   76,872 
Line of credit fees payable   7,778 
Directors fees payable   6,000 
Other liabilities   47,482 
Total liabilities   1,755,492 
Members’ capital   342,218,669 

Total liabilities and members’ capital

  $343,974,161 
      
Components of members’ capital     
Paid-in capital  $272,493,592 
Accumulated net investment loss   (25,662,950)
Accumulated net realized gain on investments   58,334,636 
Accumulated net unrealized appreciation on investments   37,053,391 
Members’ capital  $342,218,669 
      
Units issued and outstanding (unlimited units authorized)   261,433 
Net Asset Value per unit  $1,309.01 

 

See accompanying notes.

 

2

 

 

FEG Absolute Access Fund LLC

 

Schedule of Investments

March 31, 2018


 

Investment Name  Cost   Fair
Value
   Percentage of Members’ Capital  

Withdrawals Permitted (1)

 

Redemption Notice
Period
(1)

 

Investments in Portfolio Funds: (2)

                   
United States:                   

Multi-Strategy: (3)

                   

AG Super Fund, L.P.(4)

  $563,888   $823,394    0.2%  

Quarterly (5)

   

90 days

 
Canyon Balanced Fund, L.P.   19,642,801    22,823,916    6.7  

Quarterly (6)

   

30 days

 
Claren Road Credit Partners, L.P.   111,512    86,385    0.0  

Quarterly (5)

   

45 days

 

CVI Global Value Fund A, L.P., Class H(4)

   437,661    1,299,007    0.4  

Quarterly (7)

   

120 days

 

Eton Park Fund, L.P., Class B(4)

   1,027,742    1,204,840    0.3   Quarterly   

65 days

 

Farallon Capital Partners, L.P.(4)

   18,060,570    25,441,115    7.4  

Annually (5)

   

45 days

 
Fir Tree Capital Opportunity Fund, L.P.   17,791,631    23,117,972    6.7  

Annually (5)

   

90 days

 
Governors Lane Onshore Fund, L.P.   14,000,000    14,925,084    4.4  

Quarterly (5)

   

65 days

 

GSO Special Situations Fund, L.P.(4)

   12,094    54,269    0.0  

Semi-Annually (5)

   

90 days

 
HBK Multi-Strategy Fund, L.P., Class A   13,497,263    19,722,534    5.8   Quarterly   

90 days

 

Highfields Capital II, L.P.(4)

   48,467    49,447    0.0  

Annually (7)

   

60 days

 
Lion Point Associates, L.P.   8,000,000    7,811,182    2.3   Semi-Annually   

60 days

 

OZ Asia Domestic Partners, L.P.(4)

   812,511    1,241,245    0.4  

Quarterly (5)(9)

   

30 days

 
Pacific Grove Opportunities Fund I, L.P.   10,000,000    10,621,295    3.1  

Quarterly (5)(6)

   

65 Days

 
Securis Event Fund (US), L.P.   10,000,000    10,154,608    3.0  

Semi-Annually (5)

   

180 days

 

Stark Investments, L.P. (4)

   824    218    0.0   Quarterly   

90 days

 

Stark Investments, L.P., Class A (4)

   24,869    33,883    0.0   Quarterly   

90 days

 

Stark Investments, L.P., Class B (4)

   3,294    3,687    0.0   Quarterly   

90 days

 
Total United States:   114,035,127    139,414,081    40.7         
Cayman Islands:                       

Multi-Strategy: (3)

                       
Argentiere Fund, Ltd.   8,000,000    8,021,606    2.3   Quarterly   

55 days

 
Autonomy Global Macro Fund Limited   15,000,000    16,188,363    4.7  

Monthly (5)

   

60 days

 
Elliott International Limited   25,928,845    32,819,968    9.6  

Quarterly (7)

   

60 days

 

Eton Park Overseas Fund, Ltd.(4)

   621,242    539,047    0.2  

Annually (5)

   

65 days

 
Graham Global Investment Fund II SPC, Ltd.   16,140,529    12,815,227    3.8   Monthly   

3 days

 
Graticule Asia Macro Fund, Ltd.   15,000,000    14,927,732    4.4   Monthly   

60 days

 

Highfields Capital, Ltd.(4)

   19,194,668    21,242,396    6.2  

Annually (7)(10)

   

60 days

 
Indaba Capital Partners (Cayman), L.P.   23,000,000    27,804,495    8.1   Quarterly   

90 days

 
Kepos Alpha Fund, Ltd., Class A-30 Series 181   18,550,000    15,559,451    4.5  

Quarterly (8)

   

65 days

 
Myriad Opportunities US Fund Limited   15,000,000    15,283,611    4.5   Quarterly   

60 days

 
Systematica Alternative Markets Fund Limited   9,829,334    12,737,159    3.7  

Monthly (5)

   

30 days

 
Total Cayman Islands:   166,264,618    177,939,055    52.0         
                        
Total investments in Portfolio Funds  $280,299,745   $317,353,136    92.7%        

 

See accompanying notes.

 

3

 

 

FEG Absolute Access Fund LLC

 

Schedule of Investments (continued)



 

Investment Name  Cost   Fair
Value
  

Percentage

of Members’

Capital

 
Short-term investments:            
United States:            
Money market fund:            

Fidelity Investments Money Market Treasury Funds Portfolio - Class I, 1.50% (11)

  $2,086,155   $2,086,155    0.6%
Total Short-term investments:   2,086,155    2,086,155    0.6 

Total investments in Portfolio Funds and short-term investments

  $282,385,900    319,439,291    93.3 
                
Other assets less liabilities        22,779,378    6.7 
                
Members’ capital       $342,218,669    100.0%

 

(1)Redemption frequency and redemption notice period reflect general redemption terms, and exclude liquidity restrictions.

 

(2)Non-income producing.

 

(3)Absolute return managers, while often investing in the same asset classes as traditional investment managers, do so in a market neutral framework that attempts to arbitrage pricing discrepancies or other anomalies that are unrelated to general market moves. Absolute return strategies are designed to reduce exposure to the market risks that define the broad asset classes and therefore should be viewed as a separate absolute return or diversifying strategy category for asset allocation purposes. An allocation to absolute return strategies can add a potentially valuable element of diversification to a portfolio of traditional investments and can be used by investors as a way to manage the total market risk of their portfolios. Examples of individual strategies that generally fall into this absolute return category include merger arbitrage, fixed income arbitrage, equity market neutral, convertible arbitrage, relative value arbitrage, and other event-driven strategies.

 

(4)All or a portion of these investments are held in side-pockets. Such investments generally cannot be withdrawn until removed from the side-pocket, the timing of which cannot be determined. See Note 2 for a discussion of the Fund’s investments in side pockets.

 

(5)Withdrawals from these Portfolio Funds are permitted after a one-year lockup period from the date of the initial investment.

 

(6)Withdrawals from this Portfolio Fund are permitted on a quarterly basis, with 25%, 33 1/3%, 50%, and 100% of the total investment becoming eligible for redemption each successive quarter.

 

(7)Withdrawals from these Portfolio Funds are permitted after a two-year lockup period from the date of the initial investment.

 

(8)In addition to quarterly withdrawals, monthly withdrawals are also permitted from this Portfolio Fund at a limited amount of 33% of the net asset value held by a shareholder subject to a 0.20% redemption fee on the proceeds.

 

(9)Withdrawals from this Portfolio Fund are permitted after a one-year and a quarter lockup period from the date of the initial investment.

 

(10)In addition to annual withdrawals, semi-annual withdrawals are also permitted from this Portfolio Fund at a limited amount of 25% of the net asset value held by a shareholder.

 

(11)The rate shown is the annualized 7-day yield as of March 31, 2018.

 

See accompanying notes.

 

4

 

 

FEG Absolute Access Fund LLC

 

Schedule of Investments (continued)



 

Type of Investment as a Percentage of Total Members’ Capital (Unaudited):

 

 

See accompanying notes.

 

5

 

 

FEG Absolute Access Fund LLC

 

Statement of Operations

Year Ended March 31, 2018


 

Investment income    
Dividend income  $290,257 
      
Expenses     
Management fees   3,056,416 
Accounting and administration fees   306,003 
Professional fees   217,850 
Line of credit fees   102,169 
Custodian fees   39,469 
Line of credit interest expense   35,365 
Compliance fees   30,000 
Directors fees   24,000 
Insurance expense   16,170 
Other expenses   109,169 
Total expenses   3,936,611 
Net investment loss   (3,646,354)
      
Realized and unrealized gain (loss) on investments     
Net realized gain on investments   14,357,722 
Net change in unrealized appreciation/depreciation on investments   (7,063,327)
Net realized and unrealized gain on investments   7,294,395 
Net increase in members' capital resulting from operations  $3,648,041 

 

See accompanying notes.

 

6

 

 

FEG Absolute Access Fund LLC

 

Statements of Changes in Members’ Capital



 

   Year Ended
March 31, 2018
   Year Ended
March 31, 2017
 
Operations          
Net investment loss  $(3,646,354)  $(4,021,370)
Net realized gain on investments   14,357,722    6,129,817 
Net change in unrealized appreciation/depreciation on investments   (7,063,327)   16,311,181 
Net increase in members' capital resulting from operations   3,648,041    18,419,628 
           
Capital transactions          
Capital contributions   44,373,024    27,289,847 
Capital withdrawals   (86,358,437)   (50,629,729)
Net change in members' capital resulting from capital transactions   (41,985,413)   (23,339,882)
           
Net change in members' capital   (38,337,372)   (4,920,254)
           
Members' capital at beginning of year   380,556,041    385,476,295 
Members' capital at end of year  $342,218,669   $380,556,041 
           
Accumulated net investment loss  $(25,662,950)  $(22,016,596)
           
Units transactions          
Units sold   33,979    21,313 
Units redeemed   (66,353)   (39,829)
Net change in units   (32,374)   (18,516)

 

See accompanying notes.

 

7

 

 

FEG Absolute Access Fund LLC

 

Statement of Cash Flows

Year Ended March 31, 2018


 

Operating activities    
Net increase in members’ capital resulting from operations  $3,648,041 
Adjustments to reconcile net increase in members' capital resulting from operations to net cash provided by operating activities:     
Purchases of investments in Portfolio Funds   (83,541,389)
Proceeds from sales of investments in Portfolio Funds   124,355,662 
Net realized gain on investments   (14,357,722)
Net change in unrealized appreciation/depreciation on investments   7,063,327 
Sales of short-term investments, net   5,671,715 
Changes in operating assets and liabilities:     
Prepaid expenses and other assets   (805)
Management fee payable   (56,373)
Professional fees payable   (15,744)
Accounting and administration fees payable   (13,269)
Other liabilities   9,429 
Net cash provided by operating activities   42,762,872 
      
Financing activities     
Proceeds from line of credit   16,500,000 
Payments for line of credit   (16,500,000)
Line of credit fees payable   3,334 
Proceeds from capital contributions   44,373,024 
Payments for capital withdrawals, net of withdrawals payable   (86,307,347)
Net cash used in financing activities   (41,930,989)
      
Net change in cash   831,883 
Cash at beginning of year   1,231,821 
Cash at end of year  $2,063,704 
      
Supplemental disclosure of interest paid  $35,365 

 

See accompanying notes.

 

8

 

 

FEG Absolute Access Fund LLC

 

Financial Highlights



 

   Year Ended March 31, 
   2018   2017   2016   2015   2014 

Per unit operating performances: (1)

                    
Net asset value per unit, beginning of year  $1,295.26   $1,234.22   $1,287.07   $1,225.97   $1,141.52 
Income (loss) from investment operations:                         
Net investment loss   (23.22)   (17.32)   (12.98)   (4.81)   (3.84)
Net realized and unrealized gain (loss) on investments   36.97    78.36    (39.87)   65.91    88.29 
Total change in per unit value from investment operations   13.75    61.04    (52.85)   61.10    84.45 
                          
Net asset value per unit, end of year  $1,309.01   $1,295.26   $1,234.22   $1,287.07   $1,225.97 

 

Ratios to average members' capital: (2)

                    
Total expenses   1.11%(3)   1.07%   1.06%   1.06%   1.12%
Net investment loss   (1.03)%(4)   (1.05)%   (1.04)%   (1.06)%   (1.12)%
                          
Total return   1.06%   4.95%   (4.11)%   4.98%   7.40%
Portfolio turnover   25.84%   6.43%   12.33%   28.75%   17.93%
Members' capital end of year (000's)  $342,219   $380,556   $385,476   $398,207   $314,170 

 

(1)Selected data is for a single unit outstanding throughout the year.

 

(2)The ratios do not include investment income, expenses or incentive allocations of the Portfolio Funds in which the Company invests.

 

(3)Includes state withholding tax from business activity of the portfolio funds. If the expense was removed, total expenses would be 1.09%.

 

(4)Includes state withholding tax from business activity of the portfolio funds. If the expense was removed, net investment loss would be (1.01)%.

 

See accompanying notes.

 

9

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements

Year Ended March 31, 2018


 

1. Organization

 

FEG Absolute Access Fund LLC (the “Company”) was formed on January 18, 2008, and is a Delaware limited liability company that commenced operations on April 1, 2008. The Company registered with the U.S. Securities and Exchange Commission (the “SEC”) on August 16, 2010, under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Company’s Board of Directors (the “Board”) has overall responsibility for the management and supervision of the Company’s operations. To the extent permitted by applicable law, the Board may delegate any of its respective rights, powers, and authority to, among others, the officers of the Company, any committee of the Board, or the Investment Manager (as defined below). Under the supervision of the Board and pursuant to an investment management agreement, FEG Investors, LLC serves as the investment manager (the “Investment Manager”) to the Company. The Investment Manager is a registered investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

The Company’s investment objective is to achieve capital appreciation in both rising and falling markets, although there can be no assurance that the Company will achieve this objective. The Company was formed to capitalize on the experience of the Investment Manager’s principals by creating a fund-of-funds product, which offers professional portfolio fund manager due diligence, selection and monitoring, consolidated reporting, risk monitoring, and access to portfolio fund managers for a smaller minimum investment than would be required for direct investment. The Investment Manager manages the Company by allocating its capital among a number of independent general partners or investment managers (the “Portfolio Fund Managers”) acting through pooled investment vehicles and/or managed accounts (collectively, the “Portfolio Funds”).

 

Units of limited liability company interest (“Units”) of the Company are offered only to investors (“Members”) that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “1933 Act”).

 

UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation, serves as the Company’s administrator (the “Administrator”). The Company has entered into an agreement with the Administrator to perform general administrative tasks for the Company, including but not limited to maintenance of the books and records of the Company and the capital accounts of the Members of the Company.

 

2. Significant Accounting Policies

 

The Company is an investment company, and as such, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the financial statements.

 

Use of Estimates

 

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in partners’ capital from operations during the reporting period. Actual results could differ from such estimates.

 

Cash is held at a major financial institution and is subject to credit risk to the extent those balances exceed Federal Deposit Insurance Corporation (FDIC) limitations.

 

10

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

2. Significant Accounting Policies (continued)

 

Calculation of Members’ Capital and Net Asset Value per Unit

 

The Company calculates its Members’ capital as of the close of business on the last business day of each calendar month and the last day of each fiscal period. In determining its Members’ capital, the Company values its investments as of such month-end or as of the end of such fiscal period, as applicable. The Members’ capital of the Company equals the value of the total assets of the Company less liabilities, including accrued fees and expenses, each determined as of the date the Company’s Members’ capital is calculated. The net asset value per Unit equals Members’ capital divided by Units outstanding.

 

Investments in Portfolio Funds

 

The Company values its investments in Portfolio Funds at fair value, which generally represents the Company’s pro rata interest in the members’ capital of the Portfolio Funds, net of management fees and incentive allocations payable to Portfolio Fund Managers as reported by the underlying funds. The underlying investments held by the Portfolio Funds are valued at fair value in accordance with the policies established by the Portfolio Funds, as described in their respective financial statements and agreements. Due to the inherent uncertainty of less liquid investments, the value of certain investments held by the Portfolio Funds may differ from the values that would have been used if a ready market existed. The Portfolio Funds may hold investments for which market quotations are not readily available and are thus valued at their fair value, as determined in good faith by their respective Portfolio Fund Managers. Net realized and unrealized gains and losses from investments in Portfolio Funds are reflected in the Statement of Operations. Realized gains and losses from Portfolio Funds are recorded on the average cost basis.

 

For the year ended March 31, 2018, the aggregate cost of purchases and proceeds from sales of investments in Portfolio Funds were $83,541,389 and $143,579,516, respectively.

 

Certain of the Portfolio Funds may hold a portion of their assets as side-pocket investments (the “Side-Pockets”), which have restricted liquidity, potentially extending over a much longer period of time than the typical liquidity an investment in a Portfolio Fund may provide. Should the Company seek to liquidate its investments in the Side-Pockets, the Company might not be able to fully liquidate its investment without delay, and such delay could be considerable. In such cases, until the Company is permitted to fully liquidate its interest in the Side-Pockets, the value of its investment could fluctuate based on adjustments to the fair value of the Side-Pockets. As of March 31, 2018, 10 of the 29 Portfolio Funds in which the Company invested had all or a portion of their assets held as Side-Pockets. The fair value of these Side-Pockets as of March 31, 2018 was $3,959,258 and represented 1.16% of total Members’ capital.

 

Fair Value of Financial Instruments

 

Within U.S. GAAP, Fair Value Measurement, fair value is defined as the price that the Company would receive if it were to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. U.S. GAAP establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions that market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs), and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the fair value of the Company’s investments.

 

11

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

2. Significant Accounting Policies (continued)

 

The inputs are summarized in the three broad levels listed below:

 

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly.

 

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes situations where there is little, if any, market activity for the asset or liability.

 

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

 

Short-term investments represent an investment in a money market fund. Short-term investments are recorded at fair value, which is their published net asset value and are listed in the table below as a Level 1 investment.

 

Investments in Portfolio Funds are recorded at fair value, using the Portfolio Funds’ net asset value as a practical expedient.

 

The following table represents the investments carried at fair value on the Statement of Assets, Liabilities and Members’ Capital by level within the valuation hierarchy as of March 31, 2018:

 

Investments  Level 1   Level 2   Level 3   Total 
Short-term investments  $2,086,155   $   $   $2,086,155 
Total  $2,086,155   $   $   $2,086,155 

 

In accordance with ASC 820, investments in Portfolio Funds with a fair value of $317,353,136 are excluded from the fair value hierarchy as of March 31, 2018.

 

The Schedule of Investments categorizes the aggregate fair value of the Company’s investments in the Portfolio Funds by domicile, investment strategy, and liquidity.

 

The Company discloses transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2, or 3 for the year ended March 31, 2018.

 

Investment Transactions and Investment Income

 

Investment transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Capital gain distributions received are recorded as capital gains as soon as information is available. Realized gains and losses are determined on Pro Rata Depletion cost basis. Return of capital or security distributions received are accounted for as a reduction to cost.

 

Taxation

 

The Company is treated as a partnership for federal income tax purposes and therefore is not subject to U.S. federal income tax. For income tax purposes, the individual Members will be taxed upon their distributive share of each item of the Company’s profit and loss. The only taxes payable by the Company are withholding taxes applicable to certain investment income.

 

12

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

2. Significant Accounting Policies (continued)

 

Management has analyzed the Company’s tax positions for all open tax years, which include the years ended December 31, 2014 through December 31, 2017, and has concluded that as of March 31, 2018, no provision for income taxes is required in the financial statements. Therefore, no additional tax expense, including any interest and penalties, was recorded in the current year and no adjustments were made to prior periods. To the extent the Company recognizes interest and penalties, they are included in interest expense and other expenses, respectively, in the Statement of Operations.

 

3. Investments in Portfolio Funds

 

The Investment Manager utilizes due diligence processes with respect to the Portfolio Funds and their Portfolio Fund Managers, which are intended to assist management in determining that financial information provided by the underlying Portfolio Fund Managers is reasonably reliable.

 

The Company has the ability to liquidate its investments in Portfolio Funds periodically in accordance with the provisions of the respective Portfolio Fund’s operating agreement; however, these withdrawal requests may be subject to certain lockup periods such as gates, suspensions, and the Side-Pockets, or other delays, fees, or restrictions in accordance with the provisions of the respective Portfolio Fund’s operating agreement.

 

The Portfolio Funds in which the Company has investments may utilize a variety of financial instruments in their trading strategies, including equity and debt securities of both U.S. and foreign issuers, options and futures, forwards, and swap contracts. These financial instruments contain various degrees of off-balance-sheet risk, including both market and credit risk. Market risk is the risk of potentially adverse changes to the value of the financial instruments and their derivatives because of the changes in market conditions, such as interest and currency rate movements and volatility in commodity or security prices. Credit risk is the risk of the potential inability of counterparties to perform based on the terms of the contracts, which may be in excess of the amounts recorded in the Portfolio Funds’ respective statement of financial condition. In addition, several of the Portfolio Funds sell securities sold, not yet purchased, whereby a liability is created for the repurchase of the security at prevailing prices. Such Portfolio Funds’ ultimate obligations to satisfy the sales of securities sold, not yet purchased may exceed the amount recognized on the Portfolio Funds’ respective statement of financial condition. However, due to the nature of the Company’s interest in these investment entities, the Company’s risk with respect to such transactions is generally limited to its investment in each Portfolio Fund.

 

The Company is also subject to liquidity risks, including the risk that the Company may encounter difficulty in generating cash to meet obligations associated with tender requests. Liquidity risk may result from an inability of the Company to sell an interest in a Portfolio Fund on a timely basis at an amount that approximates its fair value. The Portfolio Funds require advance notice for withdrawal requests, generally only permit withdrawals at specified times, and have the right in certain circumstances to limit or delay withdrawals.

 

The Portfolio Funds provide for compensation to the respective Portfolio Fund Managers in the form of management fees generally ranging from 1.0% to 3.0% annually of members’ capital, and incentive allocations that typically range between 10.0% and 30.0% of profits, subject to loss carryforward provisions, as defined in the respective Portfolio Funds’ agreement.

 

13

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

4. Management Fee and Related Party Transactions

 

The Investment Manager receives from the Company a monthly management fee (the “Management Fee”) equal to 1/12 of 0.85% of the Company’s month-end Members’ capital balance, prior to reduction for the Management Fee then being calculated (a 0.85% annual rate). The Management Fee is paid monthly in arrears and is prorated with respect to investments in the Company made other than at the beginning of a month. The Management Fee totaled $3,056,416 for the year ended March 31, 2018, of which $483,919 was payable as of March 31, 2018.

 

On September 15, 2017, Fund Evaluation Group Employee Stock Ownership Trust (“FEG Trust”), a voting trust administered by Argent Trust Company as trustee, acquired Fund Evaluation Group 2017, Inc. (“Fund Evaluation Group”), the indirect parent company of the Investment Manager (the “transaction”) from Fund Evaluation Group’s eighteen individual owners. The transaction will allow employees of the Investment Manager to indirectly own the Investment Manager through an employee stock ownership plan. While the transaction represented a change in the legal ownership of the Investment Manager, it is not a change in the management of the Fund. The Investment Manager, through its employees, has continued and will continue in its role in providing day to day investment management services to the Fund.

 

The transaction resulted in an “assignment” under the 1940 Act of the then-existing investment management agreement of the Company (the “Prior Management Agreement”) that resulted in the termination of the Prior Management Agreement. The Prior Management Agreement was replaced by an interim and then a new investment management agreement between the Company and the Investment Manager that was approved by Members at a Special Meeting of Members held on November 28, 2017.

 

Until September 15, 2017, the Investment Manager, not the Company, paid the Company’s sub-adviser, InterOcean Capital, LLC, a monthly fee equal to 10% of the Management Fee received by the Investment Manager from the Company as of the end of each calendar month subject to InterOcean Capital, LLC’s agreement to waive any unpaid past and future compensation that did or would exceed 10% of the adjusted income of the Investment Manager attributable to the services that the Investment Manager renders to the Company. Effective August 22, 2017, the Board, upon the recommendation of the Investment Manager, approved the termination of InterOcean Capital, LLC as sub-adviser to the Company.

 

Each member of the Board who is not an “interested person” of the Company (the “Independent Directors”), as defined by the 1940 Act, receives a quarterly retainer of $3,000. In addition, all Independent Directors are reimbursed by the Company for all reasonable out-of-pocket expenses incurred by them in performing their duties. The Company’s Independent Director fees totaled $24,000 for the year ended March 31, 2018, of which $6,000 was payable as of March 31, 2018.

 

As of March 31, 2018, FEG Absolute Access Fund I LLC, an affiliated investment company of the Company registered under the 1940 Act and the 1933 Act, owned 90.64% of the Company’s outstanding Units, with a value of $310,189,861.

 

As of March 31, 2018, Members who are affiliated with the Investment Manager owned $436,967 (0.13% of members’ capital) of the Company.

  

14

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

5. Members’ Capital

 

In accordance with the Company’s Amended and Restated Limited Liability Company Operating Agreement (as most recently amended and restated on April 1, 2013, and as it may be further amended, the “Operating Agreement”), net profits or net losses are allocated monthly to the Members in proportion to their respective capital accounts. In addition, each Member’s liability is generally limited to its investment in the Company.

 

Members may be admitted when permitted by the Board. Generally, Members will only be admitted as of the beginning of a calendar month, but may be admitted at any other time at the discretion of the Board. The minimum initial investment is $50,000, and additional contributions from existing Members may be made in a minimum amount of $25,000, although the Board may waive such minimums in certain cases.

 

No Member will have the right to require the Company to redeem its Units. Rather, the Board may, from time to time and in its complete and absolute discretion, cause the Company to offer to repurchase Units from Members pursuant to written requests by Members on such terms and conditions as it may determine. In determining whether the Company should offer to repurchase Units from Members pursuant to written requests, the Board will consider, among other things, the recommendation of the Investment Manager. The Investment Manager expects that it will recommend such repurchase offers twice a year, effective as of June 30th and December 31st. The repurchase amount will be determined by the Board in its complete and absolute discretion, but is expected to be no more than approximately 25% of the Company’s outstanding Units. The Board also will consider the following factors, among others, in making such determination: (i) whether any Members have requested that the Company repurchase Units; (ii) the liquidity of the Company’s assets; (iii) the investment plans and working capital requirements of the Company; (iv) the relative economies of scale with respect to the size of the Company; (v) the history of the Company in repurchasing Units; (vi) the conditions in the securities markets and economic conditions generally; and (vii) the anticipated tax consequences of any proposed repurchases of Units.

 

Capital contributions received in advance are comprised of cash received on or prior to March 31, 2018 for which Units are issued April 1, 2018. Capital contributions received in advance do not participate in the earnings of the Company until such Units are issued. Capital withdrawals payable are comprised of requests for withdrawals that were effective on March 31, 2018, but were paid subsequent to fiscal year-end.

 

The Company’s Operating Agreement provides that the Company will be dissolved if any Member that has submitted a written request, in accordance with the terms of the Operating Agreement, to tender all of such Member’s Units for repurchase by the Company has not been given the opportunity to so tender within a period of two (2) years after the request (whether in a single repurchase offer or multiple consecutive offers within the two-year period).

 

When the Board determines that the Company will offer to repurchase Units (or portions of Units), written notice will be provided to Members that describes the commencement date of the repurchase offer, and specifies the date on which repurchase requests must be received by the Company (the “Repurchase Request Deadline”).

 

For Members tendering all of their Units in the Company, Units will be valued for purposes of determining their repurchase price as of a date approximately 95 days after the Repurchase Request Deadline (the “Full Repurchase Valuation Date”). The amount that a Member who is tendering all of its Units in the Company may expect to receive on the repurchase of such Member’s Units will be the value of the Member’s capital account determined on the Full Repurchase Valuation Date, and the Company will generally not make any adjustments for final valuations based on adjustments received from the Portfolio Funds, and the withdrawing Member (if such valuations are adjusted upwards) or the remaining Members (if such valuations are adjusted downwards) will bear the risk of change of any such valuations.

 

15

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

5. Members’ Capital (continued)

 

Members who tender a portion of their Units in the Company (defined as a specific dollar value in their repurchase request), and which portion is accepted for repurchase by the Company, will receive such specified dollar amount. Within five days of the Repurchase Request Deadline, each Member whose Units have been accepted for repurchase will be given a non-interest bearing, non-transferable promissory note by the Company entitling the Member to be paid an amount equal to 100% of the unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account). The note will entitle the Member to be paid within 30 days after the Full Repurchase Valuation Date, or ten business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the Portfolio Funds, whichever is later (either such date, a “Payment Date”). Notwithstanding the foregoing, if a Member has requested the repurchase of 90% or more of the Units held by such Member, such Member shall receive (i) a non-interest bearing, non-transferable promissory note, in an amount equal to 90% of the estimated unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a promissory note entitling the holder thereof to the balance of the proceeds, to be paid within 30 days following the completion of the Company’s next annual audit, which is expected to be completed within 60 days after the end of the Company’s fiscal year-end. The note will be held by the Administrator on the Member’s behalf. Upon written request by a Member to the Administrator, the Administrator will mail the note to the Member at the address of the Member as maintained in the books and records of the Fund.

 

The Company does not intend to impose any charges on the repurchase of Units.

 

If Members request that the Company repurchase a greater number of Units than the repurchase offer amount as of the Repurchase Request Deadline, as determined by the Board in its complete and absolute discretion, the Company shall repurchase the Units pursuant to repurchase requests on a pro rata basis, disregarding fractions, according to the portion of the Units requested by each Member to be repurchased as of the Repurchase Request Deadline.

 

A Member who tenders some but not all of the Member’s Units for repurchase will be required to maintain a minimum capital account balance of $50,000. The Company reserves the right to reduce the amount to be repurchased from a Member so that the required capital account balance is maintained.

 

6. Indemnifications

 

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is not known. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

16

 

 

FEG Absolute Access Fund LLC

 

Notes to Financial Statements (continued)



 

7. Credit Facility

 

Effective September 30, 2013 (the “Closing Date”), the Company entered into a $20,000,000 line of credit facility (the “LOC”) used for cash management purposes, such as providing liquidity for investments and repurchases. A fee of 50 basis points (0.50%) per annum is payable monthly in arrears on the unused portion of the LOC, while the interest rate charged on borrowings on the LOC is the 1-month London Interbank Offer Rate plus a spread of 200 basis points (2.00%). The average interest rate and average daily loan balance for the 33 days the Company had outstanding borrowings under the LOC were 3.57% and $10,000,000, respectively, for the year ended March 31, 2018. The maximum amount borrowed during the year ended March 31, 2018 was $13,500,000. As of March 31, 2018, the unused amount of the LOC was $20,000,000.

 

Assets permitted as investment collateral include U.S. marketable obligations, bankers’ acceptance and certificates of deposit, money market accounts, demand deposits, and time deposits. Effective October 1, 2017, the LOC agreement was amended to change the scheduled commitment termination date (the “Termination Date”) to September 30, 2018. The LOC agreement can be terminated on the earliest to occur of (i) the date declared by the lender in respect of the occurrence of an event of default, (ii) a date selected by the Company upon at least 30 days’ prior written notice to the lender, or (iii) the Termination Date.

 

8. Subsequent Events

 

The Investment Manager evaluated subsequent events through the date the financial statements were issued, and concluded that, there were no recognized or unrecognized subsequent events that required disclosure in or adjustment to the Company’s financial statements.

 

17

 

 

FEG Absolute Access Fund LLC

 

Company Management


(unaudited)


 

The identity of the Board Members and brief biographical information as of March 31, 2018 is set forth below. The Company’s Statement of Additional Information includes additional information about the Board Members and is available, without charge, by calling 1-888-268-0333.

 

INDEPENDENT DIRECTORS

Name, Date Of Birth,

And Address

Position(s)

Held With

The Company

Term Of

Office And

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

Indefinite; Since Inception

Associate Professor of Finance, Xavier University since 2008; Board of Advisors, Sterling Valuation Group, 2006-present.

2

Gregory James Hahn

January 23, 1961

2565 Durbin Drive,

Carmel, IN 46032

Director; Audit Committee Member

Indefinite; Since Inception

Chief Investment Officer, Portfolio Manager, Investment Strategy, Winthrop Capital Management, LLC since 2007; Trustee, Indiana Public Employee Retirement Fund, 2010-present; Trustee, Indiana State Teachers’ Retirement Fund, 2008-present.

2

 

INTERESTED DIRECTORS AND OFFICERS

Name, Date Of Birth,

And Address

Position(s)

Held With

The Company

Term Of

Office And

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

Kevin J. Conroy

December 14, 1977

c/o Fund Evaluation Group, LLC

201 E. Fifth St., Suite 1600,

Cincinnati, OH 45202

President; Secretary

Indefinite; Since February 20, 2018

Vice President of Hedged Strategies and Assistant Portfolio Manager since 2014, Senior Analyst of Hedged Strategies, 2012-2014, Analyst of Hedged Strategies, 2011-2012, Fund Evaluation Group, LLC.

2

Mary T. Bascom

April 24, 1958

c/o Fund Evaluation Group, LLC

201 E. Fifth St.,

Cincinnati, OH 45202

Treasurer

Indefinite; Since Inception

Chief Financial Officer, Fund Evaluation Group, LLC since 1999.

2

 

18

 

 

FEG Absolute Access Fund LLC

 

Company Management (continued)


(unaudited)


 

INTERESTED DIRECTORS AND OFFICERS (continued)

Name, Date Of Birth,

And Address

Position(s)

Held With

The Company

Term Of

Office And

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

Julie T. Thomas
July 10, 1962
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202

Chief Compliance Officer

Indefinite; Since December 2016

Chief Compliance Officer, Fund Evaluation Group, LLC, since November 2015; Vice President, Deputy Chief Compliance Officer, The Ohio National Life Insurance Company, January 2015-November 2015; Chief Compliance Officer, 2013-2015, Director, Fund Compliance, 2012-2013, Fund Compliance Officer, 2011-2012; Suffolk Capital Management LLC, Fiduciary Capital Management, LLC, Ohio National Investments, Inc., and Ohio National Fund.

2

 

19

 

 

FEG Absolute Access Fund LLC

 

Other Information


(unaudited)


 

Change of Independent Registered Public Accounting Firm

 

Ernst & Young LLP (“EY”) resigned as the independent registered public accounting firm to the Company effective October 3, 2017. EY’s reports on the Company financial statements for the fiscal years ended March 31, 2016 and March 31, 2017 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal years ended March 31, 2017 and March 31, 2016, (i) there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such fiscal years, and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

On November 13, 2017, the Company by action of the Board upon the recommendation of the Company’s Audit Committee engaged Cohen & Company as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending March 31, 2018. During the Company’s fiscal years ended March 31, 2017 and March 31, 2016, neither the Company nor anyone on their behalf has consulted with Cohen & Company on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

 

20

 

 

FEG Absolute Access Fund LLC

 

Other Information (continued)


(unaudited)


 

2017 Proxy Results

 

A Special Meeting of Members was held on November 28, 2017 to consider the proposal noted below. The proposal was approved. The results of the voting at the Special Meeting were as follows:

 

The Proposal: To approve the investment management agreement attached hereto as Appendix A between FEG Investors, LLC and FEG Absolute Access Fund LLC.

 

 

Number of Votes

For:

254,400

Against:

0

Abstain:

24,120

 

21

 

 

FEG Absolute Access Fund LLC

 

Other Information (continued)


(unaudited)


 

Information on Proxy Voting

 

A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-888-268-0333. It is also available on the SEC’s website at http://www.sec.gov.

 

Information regarding how the Company voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-888-268-0333, and on the SEC’s website at http://www.sec.gov.

 

Availability of Quarterly Report Schedule

 

The Company files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Company’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Company’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

22

 

 

FEG Absolute Access Fund LLC

 

Privacy Policy



 

In the course of doing business with shareholders, FEG Absolute Access Fund LLC (the “Fund”) collects nonpublic personal information about shareholders. “Nonpublic personal information” is personally identifiable financial information about shareholders. For example, it includes shareholders’ social security number, account balance, bank account information and purchase and redemption history.

 

The Fund collects this information from the following sources:

 

 

Information we receive from shareholders on applications or other forms;

 

Information about shareholder transactions with us and our service providers, or others;

 

Information we receive from consumer reporting agencies (including credit bureaus).

 

What information does the Fund disclose and to whom does the Fund disclose information.

 

The Fund only discloses nonpublic personal information collected about shareholders as permitted by law. For example, the Fund may disclose nonpublic personal information about shareholders:

 

 

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 the Fund, such as data processing companies that the Fund uses to process shareholders transactions or maintain shareholder accounts.

 

To protect against fraud, or to collect unpaid debts.

 

Information about former shareholders.

 

If a shareholder closes its account, we will adhere to the privacy policies and practices described in this notice.

 

How the Fund safeguards information.

 

Within the Fund, access to nonpublic personal information about shareholders is limited to our employees and in some cases to third parties (for example, the service providers described above) as permitted by law. The Fund and its service providers maintain physical, electronic and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

 

23

 

ITEM 2. CODE OF ETHICS.

 

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

As of the end of the period covered by the report, the registrant's board of directors has determined that David C. Hyland and Gregory J. Hahn are each qualified to serve as audit committee financial experts serving on its audit committee and that each is "independent," as defined by Item 3 of Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Audit Fees

 

(a) The aggregate fees billed for the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for each of the last two fiscal years are $45,000 for 2017 and $32,400 for 2018.

 

Audit-Related Fees

 

(b) The aggregate fees billed in the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $5,000 for 2017 and $0 for 2018.

 

Tax Fees

 

(c) The aggregate fees billed in the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $36,000 for 2017 and $26,000 for 2018.

 

 

 

 

All Other Fees

 

(d) The aggregate fees billed in the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2017 and $0 for 2018.

 

(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.

 

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) 0%

 

(c) 0%

 

(d) 0%

 

(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

 

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the last two fiscal years of the registrant was $206,050 for 2017 and $80,000 for 2018.

 

(h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

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.

 

The Proxy Voting Policies are attached herewith.

 

 

 

PROXY VOTING POLICIES AND PROCEDURES

 

FEG Absolute Access Fund LLC and FEG Absolute Access Fund I LLC (the “Funds”) are clients of FEG Investors, LLC (the “Firm”). All proxy voting responsibilities of the Funds are performed by the Firm, with the assistance of the administrator of the Funds.

 

The Firm will accept discretionary authority over a client’s proxy if the Firm has discretionary authority over the client’s advisory account and the advisory contract does not expressly state that the Firm will not be voting proxies or the client does not retain voting authority.

 

The Firm may utilize a third party service provider for proxy voting matters. Designated supervisor(s) (“voting officer(s)”) have been delegated the authority for monitoring proxy actions, making voting decisions in accordance with these policies, and ensuring that proxies are submitted in a timely manner. The applicable voting officer will also be responsible for ensuring that clients’ requests for these proxy voting policies and procedures and/or their voting information is responded to effectively within a prompt time period.

 

In voting proxies, the Firm will vote strictly in accordance with the best interests of the beneficiaries and in light of the purposes for which each individual account was created. The Firm will generally support the management nominees of the issuer, because the company knows the individuals best to lead it. In addition, proxies will generally be voted along management's guidelines as indicated on the proxy. The review of long-term and short-term advantages will be weighed when making these decisions.

 

Support will be given for proposals that support shareholder rights and increase management accountability to the shareholders without sacrificing management’s flexibility.

 

In some situations, the Firm expects that proxies could request the Firm to vote in favor of measures that reduce the rights, powers and authority, and/or increase the duties and obligations, associated with the security in question. However, the Firm still anticipates voting proxies in favor of management despite any reduction in rights, powers and authority, and/or increase the duties and obligations if (a) the Firm reasonably believes that continuing to hold such security has a reasonable probability of conferring client benefits outweighs the adverse affect on the client of such proxy request; and (b) the approval of such proxy would not result in the Firm violating applicable investment objectives, policies or restrictions.

 

Unless a proxy is passed on to an authorized voter, the Firm will record the date proxies are voted, and those not voted will be specified with the underlying reason. Each item to be voted on should be voted separately and individually, not voted in blank. The proxy must be dated and signed in the Firm’s name and the capacity in which it serves should be on the proxy, plus the voting officer's name and title. The applicable voting officer is responsible for ensuring that the following proxy records are maintained for five (5) years, the first two in an appropriate office of the Firm:

 

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.

 

 

 

If the Firm utilizes a third–party, service provider for proxy voting, the Firm will rely on the provider to maintain proxy statements and records of proxy votes cast. The Firm will obtain an undertaking from the third party to provide a copy of the documents promptly upon request.

 

The applicable voting officer shall be responsible for determining whether a proxy raises a conflict of interest with respect to the Firm. The voting officer will determine, based on a review of the issues raised by the conflict of interest, the nature of the potential conflict and, most importantly, given the Firm’s commitment to vote proxies in the best interests of client accounts, how the proxy will be handled.

 

The Firm is aware of the following potential conflicts that could exist:

 

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.

 

The Firm realizes that due to the difficulty of predicting and identifying all material conflicts, it must rely on its employees to notify the Firm’s Chief Compliance Officer and applicable voting officer of any material conflict that may impair the Firm’s ability to vote proxies in an objective manner.

 

The applicable voting officer will perform one of the following duties as a result:

 

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.

 

The applicable voting officer will document all instances where a proxy involved a conflict of interest, including the nature and the circumstances of the conflict, the steps taken by the Firm to resolve the conflict of interest, and the vote(s) as a result.

 

To obtain information on how FEG Investors voted proxies, please contact:

 

 

 

FEG Investors, LLC

201 East Fifth Street, Suite 1600

Cincinnati, Ohio 45202

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

 

The following table provides biographical information about the members of the Portfolio Managers, who are primarily responsible for the day-to-day portfolio management of the Fund as of June 08, 2018:

 

Name of
Portfolio Manager
Title Length of Time
of Service to the Fund
Business Experience During the Past 5 Years

Gregory M. Dowling

 

Chief Investment Officer Since Inception Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2004

J. Alan Lenahan

 

Chief Investment Officer Since Inception Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2002

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

 

The following table provides information about portfolios and accounts, other than the Fund, for which the Portfolio Managers of the Investment Manager are primarily responsible for the day-to-day portfolio management as of March 31, 2018:

 

 

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 0 $0 0 $0
  Other Pooled Investment Vehicles 1 $17,658,937 0 $0
  Other Accounts 0 $0 0 $0
           
J. Alan Lenahan Registered Investment Companies 0 $0 0 $0
  Other Pooled Investment Vehicles 1 $17,658,937 0 $0
  Other Accounts 0 $0 0 $0

 

 

 

Potential Conflicts of Interests

 

The Fund’s Portfolio Managers are responsible for managing other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, including registered and unregistered hedge funds and funds of hedge funds. They may manage separate accounts or other pooled investment vehicles which may have materially higher or different fee arrangements than the Fund and also may be subject to performance-based fees. The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross trading and the allocation of investment opportunities. The Investment Manager and Sub-Adviser have a fiduciary responsibility to manage all client accounts in a fair and equitable manner. They seek to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and timely manner. To this end, the Investment Manager and Sub-Adviser have developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

 

(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members

 

The compensation of the Portfolio Managers includes a combination of the following: (i) fixed annual salary; and (ii) a discretionary bonus tied to the overall profitability of the Investment Manager and their affiliates, as applicable.

 

(a)(4) Disclosure of Securities Ownership

 

The following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Fund as of March 31, 2018:

 

Portfolio Manager Dollar Range of Fund Shares Beneficially Owned
Gregory M. Dowling $100,001-$500,000
J. Alan Lenahan $50,001-$100,000

 

(b) Not applicable.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

The registrant’s nominating committee accepts and reviews member recommendations for directors as long as the recommendation submitted by a member includes at a minimum: the name, address and telephone number of the recommending member and information concerning the member’s interest in the registrant in sufficient detail to establish that the member held an interest on the relevant record date; and the name, address and telephone number of the recommended nominee and information concerning the recommended nominee’s education, professional experience, and other information that might assist the nominating committee in evaluating the recommended nominee’s qualifications to serve as a director. A member recommendation for director may be submitted to the registrant by sending the nomination to the nominating committee.

 

 

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 as amended (the “1940 Act”)(17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 13. 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) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(registrant) FEG ABSOLUTE ACCESS FUND I LLC  
     
By (Signature and Title)* /s/ Kevin J. Conroy  
  Kevin J. Conroy, President  
  (principal executive officer)  
     
Date JUNE 08, 2018  
     
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
     
By (Signature and Title)* /s/ Kevin J. Conroy  
  Kevin J. Conroy, President  
  (principal executive officer)  
     
Date JUNE 08, 2018  
     
By (Signature and Title)* /s/ Mary T. Bascom  
  Mary T. Bascom, Treasurer  
  (principal financial officer)  
     
Date JUNE 08, 2018  

 

*Print the name and title of each signing officer under his or her signature.

 

 

EX-99.CODE ETH 2 fp0033919_ex99code.htm

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND SENIOR FINANCIAL OFFICERS

Effective Date: February 22, 2016

 

I.Covered Officers/Purpose of the Code

 

This Code of Ethics (the “Code”) FEG Absolute Access Fund I LLC (the “Fund”) applies to the Fund’s Principal Executive Office, Principal Financial Officer, and Principal Accounting Officer, if any (the “Covered Officers”) for the purpose of promoting:

 

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.

 

Each Covered Officer shall adhere to a high standard of business ethics and shall be sensitive to situations that may give rise to actual or apparent conflicts of interest.

 

II.Administration of the Code

 

Administration. The administration of the Code shall be supervised by the Fund’s Chief Compliance Officer.

 

Any waivers sought by the Covered Officer must be approved by each Audit Committee of the Fund (collectively, the “Audit Committee”).

 

III.Managing Conflicts of Interest

 

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his/her service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a family member, receives improper personal benefits as a result of the Covered Officer’s position with the Fund.

 

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “Company Act”), and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of those provisions. This Code does not, and is not intended to, repeat or replace those programs and procedures, and such conflicts fall outside of the parameters of this Code.

 

 

 

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and its investment adviser, administrator, principal underwriter, pricing and bookkeeping agent and/or transfer agent (each, a “Service Provider”) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Service Provider and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Service Provider and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions of the Company Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

 

Each Covered Officer must:

 

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

 

 

1For 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.

 

 

 

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.

 

There are some conflict of interest situations that must be approved by the Chief Compliance Officer, after consultation with the Qualified Legal Compliance Committee. Those situations include, but are not limited to:

 

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

 

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

 

Each Covered Officer shall:

 

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

 

 

 

Each Covered Officer must:

 

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 shall maintain records of all activities related to this Code.

 

The Fund will follow the procedures set forth below in investigating and enforcing this Code:

 

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.

 

The Chief Compliance Officer shall:

 

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

 

This Code shall be the sole code of ethics adopted by the Fund for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other polices or procedures of the Fund or the Fund’s Service Providers govern or purport to govern the behavior or activities (including, but not limited to, personal trading activities) of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund and its investment advisers’ and principal underwriter’s codes of ethics under Rule 17j-1 under the Company Act and any policies and procedures of the Service Providers are separate requirements applicable to the Covered Officers and are not part of this Code.

 

VII.Amendments

 

All material amendments to this Code must be approved or ratified by the Board, including a majority of independent directors.

 

VIII.Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.

 

IX.Internal Use

 

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

 

 

 

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

 

I HEREBY CERTIFY THAT:

 

(1)I have read and I understand the Code of Ethics for Principal Executive and Senior Financial Officers adopted by FEG Absolute Access Fund I 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, .

 

Set forth below are exceptions to items (3) and (4), if any:

 

 
 
 

 

Name:    
Date:

 

 

EX-99.CERT 3 fp0033919_ex99cert.htm

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT

 

I, Kevin J. Conroy, certify that:

 

1. I have reviewed this report on Form N-CSR of FEG Absolute Access Fund I LLC;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: JUNE 08, 2018   /s/ Kevin J. Conroy  
      Kevin J. Conroy, President  
      (principal executive officer)  

 

 

 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT

 

I, Mary T. Bascom, certify that:

 

1. I have reviewed this report on Form N-CSR of FEG Absolute Access Fund I LLC;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: JUNE 08, 2018   /s/ Mary T. Bascom  
      Mary T. Bascom, Treasurer  
      (principal financial officer)  

 

 

 

EX-99.906 CERT 4 fp0033919_ex99906cert.htm

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Kevin J. Conroy, Principal Executive Officer of FEG Absolute Access Fund I LLC, certify to the best of my knowledge that:

 

1.The N-CSR of the registrant for the period ended March 31, 2018 (the “Report”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

/s/ Kevin J. Conroy  
 Kevin J. Conroy, Chief Executive Officer  
(Principal Executive Officer)  

 

Date: June 08, 2018

 

This certification is being furnished to the Securities and Exchange Commission pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. §1350 and is not being filed as part of Form N-CSR with the Securities and Exchange Commission.

 

A signed original of this written statement required by Section 906 has been provided to FEG Absolute Access Fund I LLC and will be retained by FEG Investors, LLC, and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Mary T. Bascom, Principal Financial Officer of FEG Absolute Access Fund I LLC, certify to the best of my knowledge that:

 

1.The N-CSR of the registrant for the period ended March 31, 2018 (the “Report”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

 /s/ Mary T. Bascom
Mary T. Bascom, Chief Financial Officer  
(Principal Financial Officer)  

 

Date: June 08, 2018

 

This certification is being furnished to the Securities and Exchange Commission pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. §1350 and is not being filed as part of Form N-CSR with the Securities and Exchange Commission.

 

A signed original of this written statement required by Section 906 has been provided to FEG Absolute Access Fund I LLC and will be retained by FEG Investors LLC, and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

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