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 J. 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, 2022
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, 450 Fifth 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. (a) REPORTS TO STOCKHOLDERS.
FINANCIAL STATEMENTS
FEG Absolute Access Fund I LLC (the “Fund”)
Year Ended March 31, 2022
With Report of Independent Registered
Public Accounting Firm
FEG Absolute Access Fund I LLC
Financial Statements
Year Ended March 31, 2022
Contents
Management’s Discussion of Fund Performance (Unaudited) |
1 |
Fund Performance (Unaudited) |
2 |
Report of Independent Registered Public Accounting Firm |
4 |
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 |
12 |
Other Information |
14 |
Privacy Policy |
15 |
Financial Statements of FEG Absolute Access Fund LLC
FEG Absolute Access Fund I LLC
Management’s Discussion of Fund Performance (Unaudited)
March 31, 2022
The Fund attempts to achieve its investment objective by investing all or substantially all of its assets directly in FEG Absolute Access Fund LLC (the “Company” or “AAF”). Accordingly, the performance of the Fund is dependent largely on the performance of the Company.
During the fiscal year ended March 31, 2022, the Fund returned -13.33%, trailing the HFRI Fund of Funds Composite Index’s (the “Index”) return of 1.23% for the same period. Due to the Company being in liquidation, there were a limited amount of holdings in the Company’s portfolio that drove the Company’s absolute and relative returns for the period.
AAF delivered strong relative performance at the bookends of the fiscal year, with the Company outperforming the Index by 1.8% in the first quarter (April 2021-June 2021) and 0.5% in the fourth quarter (January 2022-March 2022). First quarter returns were driven by two event-driven managers that each returned over 7% on strong credit and equity markets, as well as positive developments pertaining to larger idiosyncratic, catalyst-driven equity positions. Fourth quarter strength was driven by the fact that each of the Company’s core holdings were liquidated by year-end 2021. The Company’s remaining portfolio consisted of side-pocket investments across a handful of managers. These side-pockets held less liquid positions where valuations had not yet been impacted by the broader market sell-off that occurred in early 2022. The second and third quarters of the fiscal year were weaker for AAF, with the Company underperforming the Index by 4.0% and 6.2%, respectively. AAF had only one core manager holding remaining for most of the second half of 2021, along with a handful of smaller side-pocketed holdings. The Company’s remaining core manager holding endured losses in the second half of 2021, particularly within the healthcare space as the sector, especially higher-growth industries such as biotechnology and certain pharmaceuticals, experienced significant macro economic and policy-related headwinds.
1
FEG Absolute Access Fund I LLC
Fund Performance (Unaudited)
March 31, 2022
Performance of a $50,000 Investment
This graph compares a hypothetical $50,000 investment in the Funds’ units of limited liability company interest (“Units”) with a similar investment in the HFRI Fund of Funds Composite Index and Bloomberg US Aggregate Bond Index. Results include the reinvestment of all dividends and capital gains. These indices do not reflect expenses, fees, or sales charges, which would lower performance.
The Hedge Fund Research, Inc. (HFRI) Fund of Funds Composite Index is an equal weighted index that consists of over 800 constituent hedge funds, including both domestic and offshore funds. The index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cash flows. It is not possible to invest directly in an index.
The Bloomberg US Aggregate Bond Index is a broad-based bond market index consisting of approximately 10,000 bonds, representing the intermediate-term investment grade bond market in the United States. It is not possible to invest directly in an index.
Average Annual Total Returns as of March 31, 2022 |
|||
1 Year |
5 Years |
10 Years |
|
FEG Absolute Access Fund I LLC |
-13.33% |
-2.55% |
0.68% |
HFRI Fund of Funds Composite Index |
1.23% |
4.63% |
3.92% |
Bloomberg US Aggregate Bond Index |
-4.15% |
2.14% |
2.24% |
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s Units, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most Fund’s recent quarter end performance may be obtained by calling (888)268-0333.
2
FEG Absolute Access Fund I LLC
Fund Performance (Unaudited) (continued)
March 31, 2022
Performance results shown for the Fund may include the effect of expense reduction and/or fee waiver arrangements for some or all of the periods shown. If those arrangements had not been in place, the Fund’s performance results for those periods would have been lower.
For the Fund’s current expense ratios, please refer to the Financial Highlights Section of this report.
Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund Units.
3
4
FEG Absolute Access Fund I LLC
Statement of Assets and Liabilities
March 31, 2022
Assets |
||||
Cash |
$ | 45,322 | ||
Investment in FEG Absolute Access Fund LLC, at fair value |
2,076,766 | |||
Total assets |
2,122,088 | |||
Liabilities |
||||
Professional fees payable |
38,132 | |||
Accounting and administration fees payable |
31,289 | |||
Directors fees payable |
6,000 | |||
Other liabilities |
31,642 | |||
Total liabilities |
107,063 | |||
Net Assets |
$ | 2,015,025 | ||
Net assets consist of: |
||||
Paid-in capital |
$ | (1,829,262 | ) | |
Distributable earnings |
3,844,287 | |||
Net assets |
$ | 2,015,025 | ||
Units issued and outstanding (unlimited units authorized) |
2,061 | |||
Net Asset Value per unit* |
$ | 977.47 |
* |
Net Asset Value per unit is based on unrounded Net Assets and Units issued and outstanding |
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, 2022
Investment income (loss) allocated from FEG Absolute Access Fund LLC |
||||
Dividend income |
$ | 336 | ||
Expenses |
(388,064 | ) | ||
Net investment loss allocated from FEG Absolute Access Fund LLC |
(387,728 | ) | ||
Fund expenses |
||||
Compliance monitoring fees |
95,598 | |||
Accounting and administration fees |
83,859 | |||
Professional fees |
83,589 | |||
Directors fees |
24,000 | |||
Custodian fees |
13,101 | |||
Withholding Tax |
11,947 | |||
Other Expense |
9,000 | |||
Total Fund expenses |
321,094 | |||
Net investment loss |
(708,822 | ) | ||
Realized and unrealized gain (loss) on investments allocated from FEG Absolute Access Fund LLC |
||||
Net realized gain on investments |
1,952,624 | |||
Net change in unrealized appreciation/depreciation on investments |
(1,575,389 | ) | ||
Net realized and unrealized gain on investments allocated from FEG Absolute Access Fund LLC |
377,235 | |||
Net decrease in net assets resulting from operations |
$ | (331,587 | ) |
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 |
Year Ended |
|||||||
Operations |
||||||||
Net investment loss |
$ | (708,822 | ) | $ | (1,976,183 | ) | ||
Net realized gain on investments |
1,952,624 | 26,202,316 | ||||||
Net change in unrealized depreciation on investments |
(1,575,389 | ) | (4,688,772 | ) | ||||
Net change in net assets resulting from operations |
(331,587 | ) | 19,537,361 | |||||
Distributions to Members |
— | (4,968,985 | ) | |||||
Capital transactions |
||||||||
Capital subscriptions |
— | — | ||||||
Capital reinvestments of distributions |
— | 3,396,085 | ||||||
Capital redemptions |
(13,045,768 | ) | (159,352,230 | ) | ||||
Net change in net assets resulting from capital transactions |
(13,045,768 | ) | (155,956,145 | ) | ||||
Net change in net assets |
(13,377,355 | ) | (141,387,769 | ) | ||||
Net assets at beginning of year |
15,392,380 | 156,780,149 | ||||||
Net assets at end of year |
$ | 2,015,025 | $ | 15,392,380 | ||||
Units transactions |
||||||||
Units sold |
— | — | ||||||
Units reinvested |
— | 3,132 | ||||||
Units redeemed |
(11,587 | ) | (144,358 | ) | ||||
Net change in units |
(11,587 | ) | (141,226 | ) |
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, 2022
Operating activities |
||||
Net decrease in net assets resulting from operations |
$ | (331,587 | ) | |
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities: |
||||
Purchases of investments |
(3,330 | ) | ||
Proceeds from sales of investments |
13,385,637 | |||
Net investment loss allocated from FEG Absolute Access Fund LLC |
387,728 | |||
Net realized gain on investments allocated from FEG Absolute Access Fund LLC |
(1,952,624 | ) | ||
Net change in unrealized appreciation/depreciation on investments allocated from FEG Absolute Access Fund LLC |
1,575,389 | |||
Changes in operating assets and liabilities: |
||||
Receivable from FEG Absolute Access Fund LLC |
16,346,825 | |||
Prepaid expenses and other assets |
95,598 | |||
Professional fees payable |
(68,357 | ) | ||
Accounting and administration fees payable |
(19,615 | ) | ||
Director fees payable |
(6,000 | ) | ||
Other liabilities |
(18,736 | ) | ||
Net cash provided by operating activities |
29,390,928 | |||
Financing activities |
||||
Payments for capital redemptions, net of redemptions payable |
(31,891,027 | ) | ||
Net cash used in financing activities |
(31,891,027 | ) | ||
Net change in cash |
(2,500,099 | ) | ||
Cash at beginning of year |
2,545,421 | |||
Cash at end of year |
$ | 45,322 | ||
Supplemental Disclosure of cash flow information |
||||
Non-cash distribution fully reinvested |
$ | — |
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, |
||||||||||||||||||||
2022 |
2021 |
2020 |
2019 |
2018 |
||||||||||||||||
Per unit operating performances:(1) |
||||||||||||||||||||
Net asset value per unit, beginning of period |
$ | 1,127.87 | $ | 1,012.31 | $ | 1,159.16 | $ | 1,151.77 | $ | 1,178.71 | ||||||||||
Income (loss) from investment operations: |
||||||||||||||||||||
Net investment gain (loss) |
(139.64 | )(2) | (18.69 | )(2) | (17.71 | ) | (41.96 | ) | (18.45 | ) | ||||||||||
Net realized and unrealized gain (loss) on investments |
(10.76 | )(6) | 174.29 | (127.65 | ) | 49.35 | 28.22 | |||||||||||||
Total change in per unit value from investment operations |
(150.40 | ) | 155.60 | (145.36 | ) | 7.39 | 9.77 | |||||||||||||
Distributions paid from: |
||||||||||||||||||||
Net investment income |
— | (40.04 | ) | — | — | (36.71 | ) | |||||||||||||
Net realized gains |
— | — | (1.49 | ) | — | — | ||||||||||||||
Total distributions to shareholders |
— | (40.04 | ) | (1.49 | ) | — | (36.71 | ) | ||||||||||||
Net asset value per unit, end of period |
$ | 977.47 | $ | 1,127.87 | $ | 1,012.31 | $ | 1,159.16 | $ | 1,151.77 | ||||||||||
Ratios to average net assets:(3) |
||||||||||||||||||||
Total expenses |
11.06 | %(4) | 1.73 | %(4) | 1.42 | % | 1.32 | %(4) | 1.35 | %(4) | ||||||||||
Net investment loss |
(11.06 | )%(5) | (1.73 | )%(5) | (1.27 | )% | (1.19 | )%(5) | (1.27 | )%(5) | ||||||||||
Total return |
(13.33 | )% | 15.53 | % | (12.55 | )% | 0.64 | % | 0.82 | % | ||||||||||
Portfolio turnover |
0.00 | % | 7.73 | % | 17.54 | % | 19.46 | % | 25.84 | % | ||||||||||
Net assets end of year (000’s) |
$ | 2,015 | $ | 15,392 | $ | 156,780 | $ | 228,943 | $ | 310,087 |
(1) |
Selected data is for a single unit outstanding throughout the year. |
(2) |
Per share number has been calculated using the average shares method. |
(3) |
The ratios include the Fund’s proportionate share of income and expenses allocated from FEG Absolute Access Fund LLC. |
(4) |
Includes state withholding tax from business activity of the portfolio funds of FEG Absolute Access Fund LLC. If the expense was removed, total expenses would be 11.06%, 1.73%, 1.32% and 1.34% for the years ended March 31, 2022, 2021, 2019 and 2018, respectively. |
(5) |
Includes state withholding tax from business activity of the portfolio funds of FEG Absolute Access Fund LLC. If the expense was removed, net investment loss would be (11.06)%, (1.73%), (1.18%) and (1.25)% for the years ended March 31, 2022, 2021, 2019 and 2018, respectively. |
(6) |
Per share net realized and unrealized gains or losses on investments is a balancing amount and may not correspond with the realized and change in aggregate unrealized gains and losses in the Fund’s securities because of the timing of sales and repurchases of the Fund’s shares in relation to fluctuating market values for the Fund. |
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, 2022
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. Prior to December 31, 2015 the Fund was known as FEG Absolute Access TEI Fund LLC. 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.
On November 24, 2020, the Board determined to close and liquidate the Fund. This decision was made after careful consideration of the Fund’s current and future prospects. The FEG Absolute Access Fund Board has also determined to close and liquidate FEG Absolute Access Fund.
The Fund is currently operating pursuant to a plan of liquidation and dissolution (the “Liquidation Plan”) that was approved by the Board and communicated to investors of the Fund (“Members”) on November 24, 2020. In connection with the Liquidation Plan, the Fund discontinued accepting orders for the purchase of units of limited liability company interest (“Units”) of the Fund and ceased making tender offers for the repurchase of Units on November 24, 2020. Pursuant to the Liquidation Plan, the Fund makes distributions, approximately quarterly, to Members of its available cash resulting from the liquidation of the Fund’s portfolio securities. Proportionate interests of Members in the assets of the Fund were fixed on the basis of its shareholdings at the close of business on December 31, 2020 (the “Effective Date”).
As soon as possible after all of FEG Absolute Access Fund’s investments in portfolio securities are converted to cash, the Fund shall make to each Member of record on the Effective Date: (1) a final liquidating distribution equal to the Member’s proportionate net assets of the Fund, and (2) information concerning the sources of the liquidating distribution. All outstanding Units will be canceled following the liquidating distribution. Prior to that time, the net proceeds from the liquidation of portfolio securities are invested in cash equivalent securities or held in cash and are distributed to Members, as described above. While liquidating, FEG Absolute Access Fund may hold more cash or cash equivalents than normal, which may prevent the Fund from meeting its stated investment objective. FEG Absolute Access Fund’s ability to convert its portfolio securities to cash is subject to the redemption restrictions of the underlying funds in which FEG Absolute Access Fund invests. As a result, the Fund’s final liquidating distribution to members may not occur for several quarters.
Prior to November 24, 2020, Units of the Fund were offered only to Members that represented that they were 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
7
FEG Absolute Access Fund I LLC
Notes to Financial Statements (continued)
1. Organization (continued)
permits it to offer two additional classes of Units. There have been no transactions involving Class II Units during the year ended March 31, 2022. The Fund does not expect to offer Class II Units in the future. As of March 31, 2021, 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 net assets from operations during the reporting period. Actual results could differ from such estimates.
Cash
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.
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, 2022, the Fund owned 98.34% of the units of FEG Absolute Access Fund.
8
FEG Absolute Access Fund I LLC
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Taxation and Distributions to Members
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, 2018 through December 31, 2021, and has concluded that as of March 31, 2022, 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.
During the tax year ended December 31, 2019, the Fund inadvertently failed to distribute to its shareholders its accumulated net realized gains from the tax year ended December 31, 2018. In order to meet the distribution requirements under Subchapter M required in order to maintain RIC status, the fund paid a “deficiency dividend” as described in Section 860(f) of the Internal Revenue Code, in the amount of $231,113 to its shareholders during the fiscal year. The payment of this “deficiency dividend” fulfills the fund’s distribution requirement for RIC qualification purposes, thereby preserving the fund’s RIC status.
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.
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 primarily to the tax treatment of the Fund’s investments held within FEG Absolute Access Fund. These reclassifications have no effect on net assets or Net Asset Value per Unit. For the tax year ended December 31, 2021, the following amounts were reclassified:
Paid-in capital |
$ | (324,053 | ) | |
Distributable Earnings |
324,053 |
As of March 31, 2022, the federal tax cost of investments and unrealized appreciation/(depreciation) were as follows:
Gross unrealized appreciation |
$ | 2,064,718 | ||
Gross unrealized depreciation |
— | |||
Net unrealized appreciation |
$ | 2,064,718 | ||
Cost of investments |
$ | 12,048 |
9
FEG Absolute Access Fund I LLC
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
The tax character of distributions paid during the tax years ended December 31, 2021 and December 31, 2020 was as follows:
2021 |
2020 |
|||||||
Distributions paid from: |
||||||||
Ordinary income |
$ | — | $ | 4,968,985 | ||||
Net long term capital gains |
— | — | ||||||
Total taxable distributions |
— | 4,968,985 | ||||||
Total distributions paid |
$ | — | $ | 4,968,985 |
The Fund utilized $1,574,122 of its capital loss carryforward during the year ended December 31, 2021.
Compliance Monitoring
In order to qualify as a RIC under Subchapter M of the Code, the Fund is required to obtain detailed, timely and accurate information from the Portfolio Funds in which the Master Fund invests. To facilitate the information-gathering process, the Fund retained an independent third-party service provider. The primary roles of the third-party service provider were to collect and aggregate information with respect to the Portfolio Funds’ holdings, to assist in testing the Fund’s compliance with the certain requirements under Subchapter M of the Code, and to enable the Fund to comply with the Distribution Requirement. The Investment Manager is primarily responsible for compliance with these requirements under Subchapter M and has established internal policies and procedures for monitoring the compliance process, but utilized the service provider for assistance in this process. Associated fees paid to the service provider are noted as “Compliance monitoring fees” on the Fund’s Statement of Operations.
3. Related Party Transactions
As of December 31, 2020, the Investment Manager no longer charges FEG Absolute Access Fund a monthly management fee (the “Management Fee”). Prior to December 31, 2020, the Investment Manager received from FEG Absolute Access Fund a monthly Management Fee equal to 1/12 of 0.85% of FEG Absolute Access Fund’s month-end members’ capital balances. The Fund indirectly incurred the Management Fee as a member of FEG Absolute Access Fund.
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, 2022, of which $6,000 was payable as of March 31, 2022.
As of March 31, 2022, Members who are affiliated with the Investment Manager owned $13,134 (0.66% of net assets) of the Fund.
4. Capital
In connection with the Liquidation Plan, the Fund discontinued accepting orders for the purchase of Units and ceased making tender offers for the repurchase of Units on November 24, 2020. Accordingly, the Fund did not conduct any tender offers or repurchase any Units during the year ended March 31, 2022. Pursuant to the Liquidation Plan, the Fund makes distributions, approximately quarterly, to Members of its available cash resulting from the liquidation of the Fund’s portfolio securities. Proportionate interests of Members in the assets of the Fund were fixed on the basis of its shareholdings at the close of business on December 31, 2020 (the “Record Date”).
10
FEG Absolute Access Fund I LLC
Notes to Financial Statements (continued)
As soon as possible after all of FEG Absolute Access Fund’s investments in portfolio securities are converted to cash, the Fund shall make to each Member of record on the Effective Date: (1) a final liquidating distribution equal to the Member’s proportionate net assets of the Fund, and (2) information concerning the sources of the liquidating distribution. All outstanding Units will be canceled following the liquidating distribution. Prior to that time, the net proceeds from the liquidation of portfolio securities are invested in cash equivalent securities or held in cash and are distributed to Members, as described above. FEG Absolute Access Fund’s ability to convert its portfolio securities to cash is subject to the redemption restrictions of the underlying funds in which FEG Absolute Access Fund invests. As a result, the Fund’s final liquidating distribution to members may not occur for several quarters.
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. Recent Market Events
In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Although vaccines for COVID-19 are becoming more widely available, it is unknown how long circumstances related to the pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect the Fund’s and FEG Absolute Access Fund’s performance.
Additionally, in February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on the performance of the FEG Absolute Access Fund and the Fund.
7. 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.
11
FEG Absolute Access Fund I LLC
Company Management
(unaudited)
The identity of the Board Members and brief biographical information as of March 31, 2022 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, |
Position(s) |
Term Of |
Principal Occupation(s) |
Number Of |
David Clark Hyland August 13, 1963 6596 Madeira Hills Drive, Cincinnati, OH 45243 |
Director; Chairman of Audit Committee |
Indefinite; Since Inception |
Professor of Finance, Xavier University since 2004, at rank since 2019; Board of Advisors, Sterling Valuation Group, 2006-present. |
2 |
Gregory James Hahn January 23, 1961 20 East 91st Street, Suite 200 Indianapolis, IN 46240 |
Director; Audit Committee Member |
Indefinite; Since Inception |
President since January 2020, and Chief Investment Officer and Portfolio Manager - Investment Strategy since 2007, Winthrop Capital Management, LLC; Trustee, Indiana Public Employee Retirement Fund, 2010-present; Trustee, Indiana State Teachers’ Retirement Fund, 2008-present. |
2 |
INTERESTED DIRECTOR AND OFFICERS |
||||
Name, Date Of Birth, |
Position(s) |
Term Of |
Principal Occupation(s) |
Number Of |
Robert D. Jennings III June 22, 1972 7168 Ruwes Oak Drive Cincinnati, OH 45248 |
Director |
Indefinite; Since August 2019 |
Chief Operating Officer since 2018, Director of Client Service, 2005-2018, Fund Evaluation Group, LLC; Board of Directors, Fund Evaluation Group, LLC 2014-2017; Board of Directors, Greater Cincinnati Mutual Fund Association, since 2019. |
2 |
12
FEG Absolute Access Fund I LLC
Company Management (continued)
(unaudited)
INTERESTED DIRECTOR AND OFFICERS (continued) |
||||
Name, Date Of Birth, |
Position(s) |
Term Of |
Principal Occupation(s) |
Number Of |
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 2018 |
Vice President of Hedged Strategies and Assistant Portfolio Manager sine 2014, senior Analyst of Hedged Strategies, 2012-2014, Analyst of Hedged Strategies, 2011-2012, Fund Evaluation Group, LLC. |
2 |
Kyndal Michel Marks April 12, 1989 c/o Fund Evaluation Group, LLC 201 E. Fifth St., Cincinnati, OH 45202 |
Treasurer |
Indefinite; Since February 2021 |
Manager of Fund Operations, Fund Evaluation Group, LLC. since November 2019; Manager, PricewaterhouseCoopers LLP, August 2015–October 2019 |
2 |
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; Independent Trustee, Total Fund Solution (registered investment company) since September 2021; 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 |
13
FEG Absolute Access Fund I LLC
Other Information
(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 sec.gov.
Information regarding how the Fund 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
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-PORT Part F. The Fund’s Form N-PORT is available on the SEC’s website at sec.gov.
14
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 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.
15
FINANCIAL STATEMENTS
FEG Absolute Access Fund LLC (the “Company”)
Year Ended March 31, 2022
With Report of Independent Registered
Public Accounting Firm
FEG Absolute Access Fund LLC
Financial Statements
Year Ended March 31, 2022
Contents
Management’s Discussion of Company Performance (Unaudited) |
1 |
Company Performance (Unaudited) |
2 |
Report of Independent Registered Public Accounting Firm |
4 |
Statement of Assets, Liabilities and Members’ Capital |
5 |
Schedule of Investments |
6 |
Statement of Operations |
9 |
Statements of Changes in Members’ Capital |
10 |
Statement of Cash Flows |
11 |
Financial Highlights |
12 |
Notes to Financial Statements |
13 |
Other Information (Unaudited) |
|
Company Management |
19 |
Other Information |
21 |
Privacy Policy |
22 |
FEG Absolute Access Fund LLC
Management’s Discussion of Company Performance (Unaudited)
March 31, 2022
During the fiscal year ended March 31, 2022, FEG Absolute Access Fund LLC (the “Company” or “AAF”) returned -6.22%, trailing the HFRI Fund of Funds Composite Index’s (the “Index”) return of 1.23% for the same period. Due to the Company being in liquidation, there were a limited amount of holdings in its portfolio that drove absolute and relative returns for the period.
AAF delivered strong relative performance at the bookends of the fiscal year, with the Company outperforming the Index by 1.8% in the first quarter (April 2021-June 2021) and 0.5% in the fourth quarter (January 2022-March 2022). First quarter returns were driven by two event-driven managers that each returned over 7% on strong credit and equity markets, as well as positive developments pertaining to larger idiosyncratic, catalyst-driven equity positions. Fourth quarter strength was driven by the fact that each of the Company’s core holdings were liquidated by year-end 2021. The Company’s remaining portfolio consisted of side-pocket investments across a handful of managers. These side-pockets held less liquid positions where valuations had not yet been impacted by the broader market sell-off that occurred in early 2022. The second and third quarters of the fiscal year were weaker for AAF, with the Company underperforming the Index by 4.0% and 6.2%, respectively. AAF had only one core manager holding remaining for most of the second half of 2021, along with a handful of smaller side-pocketed holdings. The Company’s remaining core manager holding endured losses in the second half of 2021, particularly within the healthcare space as the sector, especially higher-growth industries such as biotechnology and certain pharmaceuticals, experienced significant macro economic and policy-related headwinds.
1
FEG Absolute Access Fund LLC
Company Performance (Unaudited)
March 31, 2022
Performance of a $50,000 Investment
This graph compares a hypothetical $50,000 investment in the Company’s units of limited liability company interest (“Units”) with a similar investment in the HFRI Fund of Funds Composite Index and Bloomberg US Aggregate Bond Index. Results include the reinvestment of all dividends and capital gains. These indices do not reflect expenses, fees, or sales charges, which would lower performance.
The Hedge Fund Research, Inc. (HFRI) Fund of Funds Composite Index is an equal weighted index that consists of over 800 constituent hedge funds, including both domestic and offshore funds. The index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Company’s performance. The index is unmanaged and, unlike the Company, is not affected by cash flows. It is not possible to invest directly in an index.
The Bloomberg US Aggregate Bond Index is a broad-based bond market index consisting of approximately 10,000 bonds, representing the intermediate-term investment grade bond market in the United States. It is not possible to invest directly in an index.
Average Annual Total Returns as of March 31, 2022 |
|||
1 Year |
5 Years |
10 Years |
|
FEG Absolute Access Fund LLC |
-6.22% |
-0.78% |
1.32% |
HFRI Fund of Funds Composite Index |
1.23% |
4.63% |
3.92% |
Bloomberg US Aggregate Bond Index |
-4.15% |
2.14% |
2.24% |
2
FEG Absolute Access Fund LLC
Company Performance (Unaudited) (Continued)
March 31, 2022
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s Units, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The Company’s most recent quarter end performance may be obtained by calling (888)268-0333.
Performance results shown for the Company may include the effect of expense reduction and/or fee waiver arrangements for some or all of the periods shown. If those arrangements had not been in place, the Company’s performance results for those periods would have been lower.
For the Company’s current expense ratios, please refer to the Financial Highlights Section of this report.
Returns reflect the reinvestment of distributions made by the Company, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Company distributions or the redemption of Company Units.
3
4
FEG Absolute Access Fund LLC
Statement of Assets, Liabilities and Members’ Capital
March 31, 2022
Assets |
||||
Cash |
$ | 23,497 | ||
Short-term investments (cost $1,664,940) |
1,664,940 | |||
Investments in Portfolio Funds, at fair value (cost $285,824) |
490,282 | |||
Receivable for Portfolio Funds sold |
5,422 | |||
Prepaid expenses and other assets |
15,877 | |||
Total assets |
$ | 2,200,018 | ||
Liabilities and members’ capital |
||||
Accounting and administration fees payable |
$ | 24,092 | ||
Professional fees payable |
9,464 | |||
Directors fees payable |
6,000 | |||
Line of credit fees payable |
208 | |||
Other liabilities |
48,859 | |||
Total liabilities |
88,623 | |||
Members’ capital |
2,111,395 | |||
Total liabilities and members’ capital |
$ | 2,200,018 | ||
Members’ capital |
$ | 2,111,395 | ||
Units issued and outstanding (unlimited units authorized) |
1,676 | |||
Net Asset Value per unit* |
$ | 1,259.83 |
* |
Net Asset Value per unit is based on unrounded Members’ capital and Units issued and outstanding. |
See accompanying notes.
5
FEG Absolute Access Fund LLC
Schedule of Investments
March 31, 2022
Investment Name |
Original |
Cost |
Fair |
Percentage |
Withdrawals |
Redemption |
||||||||||||||||||
Investments in Portfolio Funds: (2) |
||||||||||||||||||||||||
United States: |
||||||||||||||||||||||||
Multi-Strategy: (3) |
||||||||||||||||||||||||
CVI Global Value Fund A L.P., Class H(4) |
5/2008 | $ | 859 | $ | 3,384 | 0.2 | % | Quarterly | (6) | 120 days | ||||||||||||||
Eton Park Fund, L.P., Class B(4) |
6/2009 | 14,422 | 16,592 | 0.8 | Quarterly | 65 days | ||||||||||||||||||
Farallon Capital Partners, L.P.(4) |
4/2008 | 18,922 | 14,371 | 0.7 | Annually | (5) | 60 days | |||||||||||||||||
GSO Special Situations Fund L.P.(4) |
4/2008 | 7,770 | 24,312 | 1.2 | Semi-Annually | (5) | 90 days | |||||||||||||||||
Securis Event Fund (US) L.P.(4) |
12/2017 | 100,006 | 270,891 | 12.8 | Annually | 60 days | ||||||||||||||||||
Stark Investments Limited Partnership, Class A (4) |
1/2010 | 143,845 | 160,732 | 7.6 | Quarterly | 90 days | ||||||||||||||||||
Total United States: |
285,824 | 490,282 | 23.3 | |||||||||||||||||||||
Total Investments in Portfolio Funds |
$ | 285,824 | $ | 490,282 | 23.3 | % |
See accompanying notes.
6
FEG Absolute Access Fund LLC
Schedule of Investments (continued)
Investment Name |
Cost |
Fair |
Percentage |
|||||||||
Short-term investments: |
||||||||||||
United States: |
||||||||||||
Money market fund: |
||||||||||||
Fidelity Investments Money Market Treasury Funds Portfolio - Class I, 0.15%(7) |
$ | 1,664,940 | $ | 1,664,940 | 78.8 | % | ||||||
Total Short-term investments: |
1,664,940 | 1,664,940 | 78.8 | |||||||||
Total Investments in Portfolio Funds and Short-Term investments |
$ | 1,950,764 | 2,131,629 | 102.1 | ||||||||
Liabilities less other assets |
(43,827 | ) | (2.1 | ) | ||||||||
Members’ capital |
$ | 2,111,395 | 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. |
(5) |
Withdrawals from this Portfolio Fund are permitted after a one-year lockup period from the date of the initial investment. |
(6) |
Withdrawals from this Portfolio Fund are permitted after a two-year lockup period from the date of the initial investment. |
(7) |
The rate shown is the annualized 7-day yield as of March 31, 2022. |
See accompanying notes.
7
FEG Absolute Access Fund LLC
Schedule of Investments (continued)
Type of Investment as a Percentage of Total Members’ Capital (Unaudited):
See accompanying notes.
8
FEG Absolute Access Fund LLC
Statement of Operations
Year Ended March 31, 2022
Investment income |
||||
Dividend income |
$ | 342 | ||
Expenses |
||||
Professional fees |
137,045 | |||
Accounting and administration fees |
121,765 | |||
Compliance fees |
40,380 | |||
Insurance expense |
30,908 | |||
Custodian fees |
26,417 | |||
Directors fees |
24,000 | |||
Other expenses |
13,716 | |||
Total expenses |
394,231 | |||
Net investment loss |
(393,889 | ) | ||
Realized and unrealized gain (loss) on investments |
||||
Net realized gain on investments |
1,982,847 | |||
Net change in unrealized appreciation (depreciation) on investments |
(1,600,138 | ) | ||
Net realized and unrealized gain on investments |
382,709 | |||
Net decrease in members’ capital resulting from operations |
$ | (11,180 | ) |
See accompanying notes.
9
FEG Absolute Access Fund LLC
Statements of Changes in Members’ Capital
Year Ended |
Year Ended |
|||||||
Operations |
||||||||
Net investment loss |
$ | (393,889 | ) | $ | (1,580,610 | ) | ||
Net realized gain (loss) on investments |
1,982,847 | 26,661,884 | ||||||
Net change in unrealized appreciation (depreciation) on investments |
(1,600,138 | ) | (4,771,009 | ) | ||||
Net change in members’ capital resulting from operations |
(11,180 | ) | 20,310,265 | |||||
Capital transactions |
||||||||
Capital contributions |
3,330 | — | ||||||
Capital withdrawals |
(13,589,870 | ) | (165,142,821 | ) | ||||
Net change in members’ capital resulting from capital transactions |
(13,586,540 | ) | (165,142,821 | ) | ||||
Net change in members’ capital |
(13,597,720 | ) | (144,832,556 | ) | ||||
Members’ capital at beginning of year |
15,709,115 | 160,541,671 | ||||||
Members’ capital at end of year |
$ | 2,111,395 | $ | 15,709,115 | ||||
Units transactions |
||||||||
Units sold |
2 | — | ||||||
Units redeemed |
(10,019 | ) | (127,223 | ) | ||||
Net change in units |
(10,017 | ) | (127,223 | ) |
See accompanying notes.
10
FEG Absolute Access Fund LLC
Statement of Cash Flows
Year Ended March 31, 2022
Operating activities |
||||
Net decrease in members’ capital resulting from operations |
$ | (11,180 | ) | |
Adjustments to reconcile net decrease in members’ capital resulting from operations to net cash provided by operating activities: |
||||
Proceeds from sales of investments in Portfolio Funds |
29,228,219 | |||
Net realized gain on investments |
(1,982,847 | ) | ||
Net change in unrealized appreciation (depreciation) on investments |
1,600,138 | |||
Sales of short-term investments, net |
1,488,375 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses and other assets |
(709 | ) | ||
Professional fees payable |
(110,263 | ) | ||
Accounting and administration fees payable |
(41,598 | ) | ||
Other liabilities |
(27,373 | ) | ||
Net cash provided by operating activities |
30,142,762 | |||
Financing activities |
||||
Line of credit fees payable |
(6,459 | ) | ||
Subscriptions |
3,330 | |||
Payments for capital withdrawals, net change in withdrawals payable |
(30,436,027 | ) | ||
Net cash used in financing activities |
(30,439,156 | ) | ||
Net change in cash |
(296,394 | ) | ||
Cash at beginning of year |
319,891 | |||
Cash at end of year |
$ | 23,497 | ||
Supplemental disclosure of interest paid |
$ | — |
See accompanying notes.
11
FEG Absolute Access Fund LLC
Financial Highlights
Year Ended March 31, |
||||||||||||||||||||
2022 |
2021 |
2020 |
2019 |
2018 |
||||||||||||||||
Per unit operating performances: (1) |
||||||||||||||||||||
Net asset value per unit, beginning of year |
$ | 1,343.43 | $ | 1,155.67 | $ | 1,319.49 | $ | 1,309.01 | $ | 1,295.26 | ||||||||||
Income (loss) from investment operations: |
||||||||||||||||||||
Net investment loss |
(92.94 | )(2) | (16.86 | )(2) | (66.46 | ) | (57.57 | ) | (23.22 | ) | ||||||||||
Net realized and unrealized gain (loss) on investments |
9.34 | 204.62 | (97.36 | ) | 68.05 | 36.97 | ||||||||||||||
Total change in per unit value from investment operations |
(83.60 | ) | 187.76 | (163.82 | ) | 10.48 | 13.75 | |||||||||||||
Net asset value per unit, end of year |
$ | 1,259.83 | $ | 1,343.43 | $ | 1,155.67 | $ | 1,319.49 | $ | 1,309.01 | ||||||||||
Ratios to average members’ capital: (3) |
||||||||||||||||||||
Total expenses (before voluntary waiver) |
5.97 | %(4) | 1.64 | %(4) | 1.21 | % | 1.16 | %(4) | 1.11 | %(4) | ||||||||||
Net expenses (after voluntary waiver) |
5.97 | %(5) | 1.36 | %(5) | 1.21 | % | 1.16 | %(5) | 1.11 | %(5) | ||||||||||
Net investment loss |
(5.96 | )%(6) | (1.36 | )%(6) | (1.11 | )% | (1.03 | )%(6) | (1.03 | )%(6) | ||||||||||
Total return |
(6.22 | )% | 16.25 | % | (12.42 | )% | 0.80 | % | 1.06 | % | ||||||||||
Portfolio turnover |
0.00 | % | 7.73 | % | 17.54 | % | 19.46 | % | 25.84 | % | ||||||||||
Members’ capital end of year (000’s) |
$ | 2,111 | $ | 15,709 | $ | 160,542 | $ | 241,864 | $ | 342,219 |
(1) |
Selected data is for a single unit outstanding throughout the year. |
(2) |
Per share number has been calculated using the average shares method. |
(3) |
The ratios do not include investment income, expenses, or incentive allocations of the Portfolio Funds in which the Company invests. |
(4) |
Includes state withholding tax from business activity of the Portfolio Funds. If the expense was removed, total expenses would be 5.97%, 1.64%, 1.16% and 1.09% for the years ended March 31, 2022, 2021, 2019 and 2018, respectively. |
(5) |
Includes state withholding tax from business activity of the Portfolio Funds. If the expense was removed, net expenses would be 5.97%, 1.36%, 1.16% and 1.09% for the years ended March 31, 2022, 2021, 2019 and 2018, respectively. |
(6) |
Includes state withholding tax from business activity of the Portfolio Funds. If the expense was removed, net investment loss would be (5.96)%, (1.36)%, (1.02)% and (1.01)% for the years ended March 31, 2022, 2021, 2019 and 2018, respectively. |
See accompanying notes.
12
FEG Absolute Access Fund LLC
Notes to Financial Statements
Year Ended March 31, 2022
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”).
On November 24, 2020, the Board determined to close and liquidate the Company. This decision was made after careful consideration of the Company’s current and future prospects.
The Company is currently operating pursuant to a plan of liquidation and dissolution (the “Liquidation Plan”) that was approved by the Board and communicated to investors of the Company (“Members”) on November 24, 2020. In connection with the Liquidation Plan, the Company discontinued accepting orders for the purchase of units of limited liability company interest (“Units”) of the Company and ceased making tender offers for the repurchase of Units on November 24, 2020. Pursuant to the Liquidation Plan, the Company makes distributions, approximately quarterly, to Members of its available cash resulting from the liquidation of the Company’s portfolio securities. Proportionate interests of Members in the assets of the Company were fixed on the basis of its shareholdings at the close of business on December 31, 2020 (the “Effective Date”).
As soon as possible after all of the Company’s investments in portfolio securities are converted to cash, the Company shall make to each Member of record on the Effective Date: (1) a final liquidating distribution equal to the Member’s proportionate net assets of the Company, and (2) information concerning the sources of the liquidating distribution. All outstanding Units will be canceled following the liquidating distribution. Prior to that time, the net proceeds from the liquidation of portfolio securities are invested in cash equivalent securities or held in cash and are distributed to Members, as described above. While liquidating, the Company may hold more cash or cash equivalents than normal, which may prevent the Company from meeting its stated investment objective. The Company’s ability to convert its portfolio securities to cash is subject to the redemption restrictions of the Portfolio Funds in which the Company invests. As a result, the Company’s final liquidating distribution to members may not occur for several quarters.
Prior to November 24, 2020, Units of the Company were offered only to Members that represented that they were 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.
13
FEG Absolute Access Fund LLC
Notes to Financial Statements (continued)
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 Members’ capital from operations during the reporting period. Actual results could differ from such estimates.
Cash
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.
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 Portfolio 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, 2022, the aggregate cost of purchases and proceeds from sales of investments in Portfolio Funds was $0 and $11,017,564, 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, 2022, 6 of the 6 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, 2022 was $466,689 and represented 22.4% of total Members’ capital.
14
FEG Absolute Access Fund LLC
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
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.
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, 2022:
Investments |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Money Market Fund |
$ | 1,664,940 | $ | — | $ | — | $ | 1,664,940 | ||||||||
Total |
$ | 1,664,940 | $ | — | $ | — | $ | 1,664,940 |
In accordance with ASC Topic 820, “Fair Value Measurement”, investments in Portfolio Funds with a fair value of $466,689 are excluded from the fair value hierarchy as of March 31, 2022.
The Schedule of Investments categorizes the aggregate fair value of the Company’s investments in the Portfolio Funds by domicile, investment strategy, and liquidity.
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 (average cost). Return of capital or security distributions received are accounted for as a reduction to cost.
15
FEG Absolute Access Fund LLC
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
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.
Management has analyzed the Company’s tax positions for all open tax years, which include the years ended December 31, 2018 through December 31, 2021, and has concluded that as of March 31, 2022, 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. The Company did not incur any interest or penalties during the year ended March 31, 2022.
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 Fund’s operating agreement.
16
FEG Absolute Access Fund LLC
Notes to Financial Statements (continued)
4. Management Fee and Related Party Transactions
Effective December 31, 2020, the Investment Manager no longer charges the Company a monthly management fee (the “Management Fee”). Prior to December 31, 2020, the Investment Manager received from the Company a monthly 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 was paid monthly in arrears and was prorated with respect to investments in the Company made other than at the beginning of a month.
Each member of the Board who is not an “interested person” of the Company (the “Independent Directors”), as defined in 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, 2022, of which $6,000 was payable as of March 31, 2022.
As of March 31, 2022, FEG Absolute Access Fund I LLC, an affiliated investment company of the Company registered under the 1940 Act, owned 98.34% of the Company’s outstanding Units, with a value of $2,053,173.
As of March 31, 2022, Members who are affiliated with the Investment Manager owned $2,516 (0.12% of Members’ capital) of the Company.
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.
In connection with the Liquidation Plan, the Company discontinued accepting orders for the purchase of Units of the Company and ceased making tender offers for the repurchase of Units on November 24, 2020. Accordingly, the Company did not conduct any tender offers or repurchase any Units during the year ended March 31, 2022. Pursuant to the Liquidation Plan, the Company makes distributions, approximately quarterly, to Members of its available cash resulting from the liquidation of the Company’s portfolio securities. Proportionate interests of Members in the assets of the Company were fixed on the basis of its shareholdings at the close of business on December 31, 2020 (the “Record Date”).
As soon as possible after all of the Company’s investments in portfolio securities are converted to cash, the Company shall make to each Member of record on the Record Date: (1) a final liquidating distribution equal to the Member’s proportionate net assets of the Company, and (2) information concerning the sources of the liquidating distribution. All outstanding Units will be canceled following the liquidating distribution. Prior to that time, the net proceeds from the liquidation of portfolio securities are invested in cash equivalent securities or held in cash and are distributed to Members, as described above. The Company’s ability to convert its portfolio securities to cash is subject to the redemption restrictions of the Portfolio Funds in which the Company invests. As a result, the Company’s final liquidating distribution to members may not occur for several quarters.
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.
17
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. As of October 1, 2018, the LOC agreement was amended to reduce the maximum amount borrowed to $15,000,000. Effective April 21, 2021, the Company terminated the LOC agreement. A fee of 50 basis points (0.50%) per annum was payable monthly in arrears on the unused portion of the LOC, while the interest rate charged on borrowings on the LOC was the 1-month London Interbank Offer Rate (0.11% as of April 21, 2021) plus a spread of 200 basis points (2.00%). The Company did not have any outstanding borrowings during the period April 1, 2021 to March 31, 2022.
8. Recent Market Events
In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Although vaccines for COVID-19 are becoming more widely available, it is unknown how long circumstances related to the pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect the Company’s performance.
Additionally, in February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on the performance of the Company and the value of the Company’s investments, even beyond any direct exposure that the Company or Portfolio Funds may have to issuers located in these countries.
9. 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.
18
FEG Absolute Access Fund LLC
Company Management
(unaudited)
The identity of the Board Members and brief biographical information as of March 31, 2022 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, |
Position(s) |
Term Of |
Principal Occupation(s) |
Number Of |
David Clark Hyland August 13, 1963 6596 Madeira Hills Drive, Cincinnati, OH 45243 |
Director; Chairman of Audit Committee |
Indefinite; Since Inception |
Professor of Finance, Xavier University since 2004, at rank since 2019; Board of Advisors, Sterling Valuation Group, 2006-present. |
2 |
Gregory James Hahn January 23, 1961 20 East 91st Street, Suite 200 Indianapolis, IN 46240 |
Director; Audit Committee Member |
Indefinite; Since Inception |
President since January 2020, and Chief Investment Officer and Portfolio Manager - Investment Strategy since 2007, Winthrop Capital Management, LLC; Trustee, Indiana Public Employee Retirement Fund, 2010-present; Trustee, Indiana State Teachers’ Retirement Fund, 2008-present. |
2 |
INTERESTED DIRECTOR AND OFFICERS |
||||
Name, Date Of Birth, |
Position(s) |
Term Of |
Principal Occupation(s) |
Number Of |
Robert D. Jennings III June 22, 1972 7168 Ruwes Oak Drive Cincinnati, OH 45248 |
Director |
Indefinite; Since August 2019 |
Chief Operating Officer since 2018, Director of Client Service, 2005-2018, Fund Evaluation Group, LLC; Board of Directors, Fund Evaluation Group, LLC 2014-2017; Board of Directors, Greater Cincinnati Mutual Fund Association, since 2019. |
2 |
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 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 |
19
FEG Absolute Access Fund LLC
Company Management (continued)
(unaudited)
INTERESTED DIRECTORS AND OFFICERS (continued) |
||||
Name, Date Of Birth, |
Position(s) |
Term Of |
Principal Occupation(s) |
Number Of |
Kyndal Michel Marks April 12, 1989 c/o Fund Evaluation Group, LLC 201 E. Fifth St., Suite 1600 Cincinnati, OH 45202 |
Treasurer |
Indefinite; Since February 2021 |
Manager of Fund Operations, Fund Evaluation Group, LLC. since November 2019; Manager, PricewaterhouseCoopers LLP, August 2015–October 2019. |
2 |
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; Independent Trustee, Total Fund Solution (registered investment company) since September 2021; 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 |
20
FEG Absolute Access Fund LLC
Other Information
(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 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 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-PORT Part F. The Company’s Form N-PORT is available on the SEC’s website at sec.gov.
21
FEG Absolute Access Fund LLC
Privacy Policy
(unaudited)
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.
22
(b) Not applicable.
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 $32,400 for 2021 and $32,400 for 2022.
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 $0 for 2021 and $0 for 2022.
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 $26,000 for 2021 and $26,000 for 2022.
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 2021 and $0 for 2022.
(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 $80,000 for 2021 and $80,000 for 2022.
(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.
(i) Not applicable.
(j) Not applicable.
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 (a) of this form. |
(b) | Not applicable. |
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; |
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; and |
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 09, 2022:
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, 2022:
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 | $576,160 | 0 | $0 | |
Other Accounts | 0 | $0 | 0 | $0 | |
J. Alan Lenahan | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 1 | $576,160 | 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 has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks 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 has 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
As of March 31, 2022, 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, 2022:
Portfolio Manager | Dollar Range of Fund Shares Beneficially Owned |
Gregory M. Dowling | $1-$50,000 |
J. Alan Lenahan | $1-$50,000 |
(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.
There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.
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 was no change 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 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.
(b) Not applicable.
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 09, 2022 |
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 09, 2022 | |
By (Signature and Title)* | /s/ Kyndal Michel Marks | |
Kyndal Michel Marks, Treasurer | ||
(principal financial officer) | ||
Date | JUNE 09, 2022 |
* | Print the name and title of each signing officer under his or her signature. |
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 |
1 | For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Funds Code of Ethics. Each Covered Officer shall be considered an “Access Person” under such Code. The term “immediate family” shall have the same meaning as provided in such Code. |
• | 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: |
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 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 09, 2022 | /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, Kyndal Michel Marks, 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 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 09, 2022 | /s/ Kyndal Michel Marks | ||
Kyndal Michel Marks, Treasurer | ||||
(principal financial officer) |
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