0001398344-15-003794.txt : 20150609 0001398344-15-003794.hdr.sgml : 20150609 20150609171846 ACCESSION NUMBER: 0001398344-15-003794 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150609 DATE AS OF CHANGE: 20150609 EFFECTIVENESS DATE: 20150609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEG ABSOLUTE ACCESS TEI FUND LLC CENTRAL INDEX KEY: 0001512152 IRS NUMBER: 383831966 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22527 FILM NUMBER: 15921684 BUSINESS ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 888-268-0333 MAIL ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 N-CSR 1 fp0014643_ncsr.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-22527

FEG ABSOLUTE ACCESS TEI FUND 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)

RYAN WHEELER
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, 2015

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. REPORTS TO STOCKHOLDERS.
 
 
Consolidated Financial Statements
 
     
 
FEG Absolute Access TEI Fund LLC
Year Ended March 31, 2015
With Report of Independent Registered
Public Accounting Firm
 
 

 
FEG Absolute Access TEI Fund LLC

Consolidated Financial Statements

Year Ended March 31, 2015

Contents

Report of Independent Registered Public Accounting Firm
1
 
Consolidated Statement of Assets, Liabilities and Members’ Capital
2
Consolidated Statement of Operations
3
Consolidated Statements of Changes in Members’ Capital
4
Consolidated Statement of Cash Flows
5
Consolidated Financial Highlights
6
Notes to Consolidated Financial Statements
7
 
Other Information
 
 
Fund Management
15
Other Information
17
Privacy Policy
18
   
Financial Statements of FEG Absolute Access Fund LLC
 
 

 
(EY LOGO)    
Ernst & Young LLP
1900 Scripps Center
312 Walnut Street
Cincinnati, OH 45202
Tel: +1 513 612 1400
Fax: +1 513 612 1730
ey.com
     
Report of Independent Registered Public Accounting Firm

The Board of Directors and Members of FEG Absolute Access TEI Fund LLC

We have audited the accompanying consolidated statement of assets, liabilities and members’ capital of FEG Absolute Access TEI Fund LLC (the Fund), as of March 31, 2015, and the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in members’ capital for each of the two years in the period then ended and the consolidated financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2015, by correspondence with the portfolio fund manager. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the consolidated financial position of FEG Absolute Access TEI Fund LLC at March 31, 2015 , the consolidated results of its operations and its cash flows for the year then ended, the consolidated changes in its members’ capital for each of the two years in the period then ended and the consolidated financial highlights for each of the four years in the period then ended in conformity with U.S. generally accepted accounting principles.
 
-s- Ernst & Young LLP
May 29, 2015
 
A member firm of Ernst & Young Global Limited
 
1

 
FEG Absolute Access TEI Fund LLC
 
     
Consolidated Statement of Assets, Liabilities and Members’ Capital
 
     
March 31, 2015
 
     
Assets
   
Cash
 
$
1,286,455
 
Investment in FEG Absolute Access Fund LLC, at fair value (cost $284,027,723)
   
321,671,475
 
Other assets
   
28,168
 
Total assets
 
$
322,986,098
 
         
Liabilities and members’ capital
       
Capital contributions received in advance
 
$
250,000
 
Capital withdrawals payable
   
1,036,307
 
Withholding tax payable
   
253,858
 
Accounting and administration fees payable
   
40,506
 
Professional fees payable
   
61,913
 
Directors fees payable
   
10,000
 
Other liabilities
   
8,921
 
Total liabilities
   
1,661,505
 
Members’ capital
   
321,324,593
 
Total liabilities and members’ capital
 
$
322,986,098
 
         
Components of members’ capital
       
Paid-in capital
 
$
285,808,364
 
Accumulated net investment loss
   
(10,317,200
)
Accumulated net realized gain on investments
   
30,172,559
 
Accumulated net unrealized appreciation on investments
   
15,660,870
 
Members’ capital
 
$
321,324,593
 
         
Units issued and outstanding (unlimited units authorized)
   
270,187
 
Net Asset Value per unit
 
$
1,189.27
 
         
See accompanying notes.
       
 
2

 
FEG Absolute Access TEI Fund LLC

Consolidated Statement of Operations
 
Year Ended March 31, 2015
     
Investment income/(loss) allocated from FEG Absolute Access Fund LLC
   
Dividend income
 
$
897
 
Expenses
   
(2,793,203
)
Net investment loss allocated from FEG Absolute Access Fund LLC
   
(2,792,306
)
         
Fund expenses
       
Withholding tax
   
363,967
 
Accounting and administration fees
   
119,418
 
Professional fees
   
88,536
 
Registration fees
   
48,804
 
Compliance monitoring expense
   
41,665
 
Custodian fees
   
27,720
 
Directors fees
   
20,000
 
Other expenses
   
36,273
 
Total Fund expenses
   
746,383
 
         
Net investment loss
   
(3,538,689
)
         
Realized and unrealized gain on investments allocated from FEG Absolute Access Fund LLC
       
Net realized gain on investments
   
20,789,067
 
Net change in unrealized appreciation/depreciation on investments
   
(4,775,886
)
Net realized and unrealized gain on investments
   
16,013,181
 
Net increase in members’ capital resulting from operations
 
$
12,474,492
 
 
See accompanying notes.
 
3


FEG Absolute Access TEI Fund LLC

Consolidated Statements of Changes in Members’ Capital
         
   
Year Ended
   
Year Ended
 
Operations
 
March 31, 2015
   
March 31, 2014
 
Net investment loss
 
$
(3,538,689
)
 
$
(2,852,309
)
Net realized gain on investments
   
20,789,067
     
5,606,603
 
Net change in unrealized appreciation/depreciation on investments
   
(4,775,886
)
   
8,993,799
 
Net change in members’ capital from operations
   
12,474,492
     
11,748,093
 
                 
Capital transactions
               
Capital contributions
   
81,078,616
     
88,421,201
 
Capital withdrawals
   
(11,999,324
)
   
(19,966,297
)
Repurchase fee
   
     
3,311
 
Net change in members’ capital from capital transactions
   
69,079,292
     
68,458,215
 
                 
Net change in members’ capital
   
81,553,784
     
80,206,308
 
                 
Members’ capital at beginning of year
   
239,770,809
     
159,564,501
 
Members’ capital at end of year
 
$
321,324,593
   
$
239,770,809
 
Accumulated net investment loss
 
$
(10,317,200
)
 
$
(6,778,511
)
                 
Units transactions*
               
Units sold
   
69,425
     
79,192
 
Units redeemed
   
(10,316
)
   
(18,332
)
Net change in units
   
59,109
     
60,860
 
 
*      The Fund unitized on April 1, 2013 at a price of $1,062.22 per unit, and had 150,218 units outstanding.

See accompanying notes.
 
4

 
FEG Absolute Access TEI Fund LLC
Consolidated Statement of Cash Flows
For the Year Ended March 31, 2015
     
Operating activities
   
Net increase in members’ capital resulting from operations
 
$
12,474,492
 
Adjustments to reconcile net increase in members’ capital resulting from operations to net cash used in operating activities:
       
Purchases of investments
   
(81,081,929
)
Proceeds from sales of investments
   
12,708,369
 
Net investment loss allocated from FEG Absolute Access Fund LLC
   
2,792,306
 
Net realized gain on investments
   
(20,789,067
)
Net change in unrealized appreciation/depreciation on investments
   
4,775,886
 
Changes in operating assets and liabilities:
       
Other assets
   
(28,168
)
Withholding tax payable
   
84,691
 
Professional fees payable
   
(8,540
)
Accounting and administration fees payable
   
1,487
 
Other liabilities
   
(12,131
)
Net cash used in operating activities
   
(69,082,604
)
         
Financing activities
       
Proceeds from capital contributions
   
81,133,616
 
Payments for capital withdrawals
   
(12,883,315
)
Net cash provided by financing activities
   
68,250,301
 
         
Net change in cash
   
(832,303
)
Cash at beginning of year
   
2,118,758
 
Cash at end of year
 
$
1,286,455
 
 
See accompanying notes.
 
5

 
FEG Absolute Access TEI Fund LLC
Consolidated Financial Highlights
         
   
Year Ended
   
Year Ended
 
   
March 31, 2015
   
March 31, 2014
 
Per unit operating performances:(1) (2)
       
Net asset value per unit, beginning of year
 
$
1,135.93
   
$
1,062.22
 
Income from investment operations:
               
     Net investment loss
   
(6.07
)
   
(5.98
)
     Net realized and unrealized gain on investments
   
59.41
     
79.69
 
Total change in per unit value from investment operations
   
53.34
     
73.71
 
                 
Net asset value per unit, end of year
 
$
1,189.27
   
$
1,135.93
 

   
Year Ended March 31,
 
   
2015
   
2014
   
2013
   
2012
 
Ratios to average members’ capital:(3)
               
Total expenses
   
1.34
%
   
1.56
%
   
1.39
%
   
1.39
%
Net investment loss
   
(1.34
)%
   
(1.56
)%
   
(1.39
)%
   
(1.39
)%
                                 
Total return
   
4.70
%
   
6.94
%
   
8.24
%
   
(1.91
)%
Portfolio turnover
   
28.75
%
   
17.93
%
   
7.96
%
   
8.84
%
Members’ capital end of year (000’s)
 
$
321,325
   
$
239,771
   
$
159,565
   
$
147,616
 
 
 
(1) Selected data is for a single unit outstanding throughout the period.
(2)
Effective April 1, 2013, the Fund was unitized.
(3) The ratios include the Fund’s proportionate share of income and expenses allocated from FEG Absolute Access Fund LLC.
 
See accompanying notes.
 
6

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements
 
Year Ended March 31, 2015
 
1. Organization
 
FEG Absolute Access TEI Fund LLC (the “Fund”) was organized as a limited liability company under the laws of the State of Delaware on January 20, 2011 and commenced operations on April 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The business and operations of the Fund are managed and supervised under the direction of the Board of Directors (the “Board”). The objective of the Fund is to achieve capital appreciation in both rising and falling markets, although there can be no assurance that the Fund will achieve this objective. Effective January 1, 2015, the Fund attempts to achieve its investment objective by investing all or substantially all of its assets directly in FEG Absolute Access Fund LLC (“FEG Absolute Access Fund”). Prior to January 1, 2015, the Fund invested all or substantially all of its assets in FEG Absolute Access TEI Fund LDC (the “Offshore Fund”), a Cayman Islands limited duration company with the same investment objective as the Fund. The Offshore Fund in turn invested all or substantially all of its assets in FEG Absolute Access Fund. The Offshore Fund was interposed between the Fund and FEG Absolute Access Fund and served as an intermediate entity so that any income generated by FEG Absolute Access Fund generally would not ultimately be recognized by Members (as defined below) as unrelated business taxable income (“UBTI”). The Fund invested in FEG Absolute Access Fund through the Offshore Fund. FEG Absolute Access Fund, a limited liability company organized under the laws of the State of Delaware, is also registered under the 1940 Act. The Fund and FEG Absolute Access Fund are managed by FEG Investors, LLC (the “Investment Manager”), an investment manager registered under the Investment Advisers Act of 1940, as amended. FEG Absolute Access Fund’s Board of Directors (the “FEG Absolute Access Fund Board”) has overall responsibility for the management and supervision of FEG Absolute Access Fund’s operations. To the extent permitted by applicable law, the FEG Absolute Access Fund Board may delegate any of its respective rights, powers and authority to, among others, the officers of FEG Absolute Access Fund, any committee of the FEG Absolute Access Fund Board, or the Investment Manager.
 
Units of limited liability company interest (“Units”) of the Fund are offered only to investors (“Members”) that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “1933 Act”).
 
The Second Amended and Restated Limited Liability Company Operating Agreement (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. Member approval of the Operating Agreement resulted in the dissolution of the Offshore Fund effective December 31, 2014. Upon its dissolution, all assets and liabilities of the Offshore Fund were distributed to the Fund.
 
7

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
1. Organization (Continued)
 
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, as such, these financial statements have applied the guidance set forth in Accounting Standards Codification (ASC) 946, Financial ServicesInvestment 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 U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.
 
Consolidated Financial Statements
 
The Consolidated Statement of Assets, Liabilities and Members’ Capital, Statement of Operations, Statements of Changes in Members’ Capital, Statement of Cash Flows and Financial Highlights of the Fund include the accounts of the Offshore Fund through its dissolution on December 31, 2014. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
Calculation of Members’ Capital and Net Asset Value per Unit
 
The Fund 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 Fund values its investments as of such month-end or as of the end of such fiscal period, as applicable. The Members’ capital 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 Members’ capital is calculated. The net asset value per unit equals Members’ capital divided by Units outstanding.
 
8

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
2. Significant Accounting Policies (continued)
 
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 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.  Please 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.
 
Taxation and Distributions to Members
 
For periods prior to January 1, 2015, the Fund, as a limited liability company, was classified as a partnership for federal tax purposes. Accordingly, no provision for federal income taxes was required.

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 Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code (“IRC”). 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.

The federal tax cost of investments is adjusted for items of taxable income allocated to the Fund from the Investment Funds. The aggregate tax cost of investments and distributable earnings as of March 31, 2015 is not yet determinable due to the preceding year tax return not yet being finalized.

9

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
2. Significant Accounting Policies (continued)
 
The Fund has a December 31 tax year-end. The Fund will file U.S. federal income and applicable state tax returns. The Investment Manager will analyze the Fund’s tax positions and will determine if a tax provision for federal or state income tax is required in the Fund’s financial statements. The Fund’s federal and state income tax returns for the tax year ended December 31, 2015  will  be  the first tax year as RIC  subject to Subchapter M  of the IRC.    Prior years ended December 31, 2011 through December 31, 2014, remain open and subject to examination by the Internal Revenue Service and state departments of revenue. The Fund will recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. For the year ended March 31, 2015, the Fund did not incur any interest or penalties. The Investment Manager does not believe there are positions for which it is reasonably likely that the total amounts of unrecognized tax liability will significantly change within twelve months of the reporting date.
 
Capital Contributions Received in Advance and Capital Withdrawals Payable
 
Capital contributions received in advance are comprised of cash received on or prior to March 31, 2015 for which Units are issued April 1, 2015. Capital contributions received in advance do not participate in the earnings of the Fund until such Units are issued.  Capital withdrawals payable are comprised of requests for withdrawals that were effective on March 31, 2015 but were paid subsequent to year-end.
 
3. Related Party Transactions
 
Each member of the Board who is not an “interested person” of the Fund (the “Independent Directors”), as defined by the 1940 Act, received a fee of $2,500 per quarter. Effective April 1, 2015, each Independent Director receives a quarterly retainer of $3,500. 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 $20,000 for the year ended March 31, 2015, of which $10,000 was payable as of March 31, 2015.
 
The Investment Manager received from the FEG Absolute Access Fund a monthly management fee (the “Management Fee”) equal to 1/12 of 0.85% of the FEG Absolute Access Fund’s month-end members’ capital balances.  The Fund indirectly incurs the Management Fee as a member in the FEG Absolute Access Fund.
 
4. Members’ Capital
 
Members may be admitted when permitted by the Board. Generally, Members will only be admitted as of the beginning of a calendar month but may be admitted at any other time in the discretion of the Board. The minimum initial investment is $50,000, and additional contributions from existing Members may be made in a minimum amount of $25,000, although the Board may waive such minimums in certain cases.
 
10

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
4. Members’ Capital (continued)
 
No Member will have the right to require the Fund to redeem its Units. Rather, the Board may, from time to time and in its complete and absolute discretion, cause the Fund to offer to repurchase  Units  from  Members  pursuant  to  written  requests by Members on such terms and conditions as it may determine. However, because all or substantially all of the Fund’s assets will be invested in FEG Absolute Access Fund, the Fund generally will find it necessary to liquidate a portion of its FEG Absolute Access Fund units in order to satisfy repurchase requests. Because FEG Absolute Access Fund’s units may not be transferred, the Fund may withdraw a portion of its FEG Absolute Access Fund units only pursuant to repurchase offers by FEG Absolute Access Fund. Therefore, the Fund does not expect to conduct a repurchase offer for Units unless FEG Absolute Access Fund contemporaneously conducts a repurchase offer for FEG Absolute Access Fund units.
 
In determining whether the Fund should offer to repurchase Units from Members pursuant to written requests, the Board will consider, among other things, the recommendation of the Investment Manager. The Investment Manager expects that it will recommend to the FEG Absolute Access Fund Board that FEG Absolute Access Fund repurchases FEG Absolute Access Fund units from members twice a year, effective as of June 30th and December 31st each year. The repurchase amount will be determined by the FEG Absolute Access Fund Board in its complete and absolute discretion, but is expected to be no more than approximately 25% of FEG Absolute Access Fund’s outstanding units.
 
FEG Absolute Access Fund will make repurchase offers, if any, to all holders of FEG Absolute Access Fund units, including the Fund. The Fund does not expect to make a repurchase offer that is larger than the portion of FEG Absolute Access Fund’s corresponding repurchase offer expected to be available for acceptance by the Fund. Consequently, the Fund will conduct repurchase offers on a schedule and in amounts that will depend on FEG Absolute Access Fund’s repurchase offers.
 
Subject to the considerations described above, the aggregate value of Units to be repurchased at any time will be determined by the Board in its sole discretion, and such amount may be stated as a percentage of the value of the Fund’s outstanding Units. Therefore, the Fund may determine not to conduct a repurchase offer at a time that FEG Absolute Access Fund conducts a repurchase offer.
 
The Board also will consider the following factors, among others, in making such determination: (i) whether FEG Absolute Access Fund is making a contemporaneous repurchase offer for FEG Absolute Access Fund units, and the aggregate value of FEG Absolute Access Fund units that FEG Absolute Access Fund is offering to repurchase; (ii) the liquidity of the assets of the applicable fund; (iii) the investment plans and working capital requirements of the applicable fund; (iv) the relative economies of scale with respect to the size of the applicable fund; (v) the history of the applicable fund in repurchasing  Units; (vi) the  conditions in the securities markets and economic conditions generally; and (vii) the anticipated tax consequences of any proposed repurchases of Units.
 
11

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
4. Members’ Capital (continued)
 
The Operating Agreement and the FEG Absolute Access Fund operating agreement each provides that the respective entity will be dissolved if any Member that has submitted a written request, in accordance with the terms of the applicable Operating Agreement, to tender all of such Member’s Units or FEG Absolute Access Fund’s units, as applicable, for repurchase by the applicable fund has not been given the opportunity to so tender within a period of two (2) years after the request (whether in a single repurchase offer or multiple consecutive offers within the two-year period). Such a dissolution of the FEG Absolute Access Fund would likely result in a determination to dissolve the Fund.
 
When the Board determines that the Fund will offer to repurchase Units (or portions of Units), written notice will be provided to Members that describes the commencement date of the repurchase offer, and specifies the date on which repurchase requests must be received by the Fund (the “Repurchase Request Deadline”).
 
For Members tendering all of their Units in the Fund, Units will be valued for purposes of determining their repurchase price as of a date approximately 95 days after the Repurchase Request Deadline (the “Full Repurchase Valuation Date”). The amount that a Member who is tendering all of its Units in the Fund may expect to receive on the repurchase of such Member’s Units will be the value of the Member’s capital account determined on the Full Repurchase Valuation Date, and the Fund will generally not make any adjustments for final valuations based on adjustments received from FEG Absolute Access Fund, and the withdrawing Member (if such valuations are adjusted upwards) or the remaining Members (if such valuations are adjusted downwards) will bear the risk of change of any such valuations.
 
Members who tender a portion of their Units in the Fund (defined as a specific dollar value in their repurchase request), and which portion is accepted for repurchase by the Fund, will receive such specified dollar amount. Within five days of the Repurchase Request Deadline, each Member whose Units have been accepted for repurchase will be given a non-interest bearing, non-transferable promissory note by the Fund entitling the Member to be paid an amount equal to 100% of the unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account). The note will entitle the Member to be paid within 30 days after the Full Repurchase Valuation Date, or ten business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from its investment in FEG Absolute Access Fund), whichever is later (either such date, a “Payment Date”).  Notwithstanding  the foregoing, if a  Member has  requested the repurchase of 90% or more of the Units held by such Member, such Member shall receive (i) a non-interest bearing, non-transferable promissory note, in an amount equal to 90% of the estimated unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a promissory note entitling the holder thereof to the balance of the proceeds, to be paid within 30 days following the completion of the Fund’s next annual audit, which is expected to be completed within 60 days after the end of the Fund’s fiscal year.
 
12

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
4. Members’ Capital (continued)
 
In the event that a Member requests a repurchase of a capital account amount that had been contributed to the Fund within 18 months of the date of the most recent repurchase offer, the Board may require payment of a repurchase fee payable to the Fund in an amount equal to 2.00% of the repurchase price. The repurchase fee is intended to compensate the Fund for expenses related to such repurchase. Contributions shall be treated on a “first-in, first-out basis.” Otherwise, the Fund does not intend to impose any charges on the repurchase of Units.
 
If Members request that the Fund repurchase a greater number of Units than the repurchase offer amount as of the Repurchase Request Deadline, as determined by the Board in its complete and absolute discretion, the Fund shall repurchase the Units pursuant to repurchase requests on a pro rata basis, disregarding fractions, according to the portion of the Units requested by each Member to be repurchased as of the Repurchase Request Deadline.
 
A Member who tenders some but not all of the Member’s Units for repurchase will be required to maintain a minimum capital account balance of $50,000. The Fund reserves the right to reduce the amount to be repurchased from a Member so that the required capital account balance is maintained.
 
5. Indemnifications
 
The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is not known. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
13

 
FEG Absolute Access TEI Fund LLC
 
Notes to Consolidated Financial Statements (continued)
 
6.  Exemptive Relief and Registration under 1933 Act
 
On August 22, 2014, the Fund submitted an exemptive application to the Securities and Exchange Commission (the “SEC”) to permit the Fund to offer multiple classes of Units of limited liability company interest (the “Exemptive Application”).  The Exemptive Application was  submitted to  the SEC in conjunction  with a proxy statement  sent to Members  of the Fund requesting approval of the Operating Agreement, which was approved at the meeting of the Members held on December 12, 2014, and the Fund’s registration statement under the Securities Act of 1933 (the “1933 Act”), which is discussed below.  If the relief requested in the Exemptive Application is granted by the SEC (the “Exemptive Order”), and the Fund’s registration under the Securities Act is declared effective, the Fund will offer multiple classes of Units.
 
The Board approved the filing of a registration statement, which was filed with the SEC on October 23, 2014, to allow the Fund to register Units under the 1933 Act. Additionally, the Board approved the name change of the Fund from FEG Absolute Access TEI Fund LLC to FEG Absolute Access Fund I LLC, contingent upon the Fund receiving the Exemptive Order from the SEC and the Fund’s proposed Operating Agreement being approved by its Members. The Operating Agreement was approved at a special meeting of Members held on December 12, 2014.  As of the date the financial statements were issued, the SEC had not declared the registration statement under the 1933 Act effective.

7. Subsequent Events
 
Effective May 11, 2015, Christopher M. Meyer resigned as Director of the Fund, President of the Fund, and Chairman of the Board of Directors.  At an in-person meeting of the Board of Directors held on May 11, 2015, the Board appointed J. Alan Lenahan to replace Mr. Meyer as Director of the Fund, President of the Fund, and Chairman of the Board of Directors.  Information about Mr. Lenahan is included in the table under “Fund Management” beginning on page 15 of this report.

Management evaluated subsequent events through the date the financial statements were issued, and determined that, other than the event described above, there were no subsequent events that required disclosure in or adjustment to the Fund’s financial statements.
 
14

 
FEG Absolute Access TEI Fund LLC

Fund Management
(unaudited)

The identity of the Board Members and brief biographical information as of March 31, 2015 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, Address
And Date Of Birth
Position(s) Held With The Fund
Term Of
Office
And
Length
Of Time
Served
Principal Occupation(s)
During Past 5 Years And
Other Directorships Held
By Director
Number Of
Portfolios In Fund
Complex Overseen
By Director
David Clark Hyland
August 13, 1963
6596 Madeira Hills Drive,
Cincinnati, OH 45243
Director; Chairman of Audit Committee
Indefinite; Since Inception
Associate Professor of Finance, Xavier University since 2008; Board of Advisors, Sterling Valuation Group, 2006-present.
3
Gregory James Hahn
January 23, 1961
2565 Durbin Drive,
Carmel, IN 46032
Director; Audit Committee Member
Indefinite; Since Inception
President and Chief Investment Officer, Winthrop Capital Management, LLC since 2007; Trustee, Indiana Public Employee Retirement System, 2010-2012; Trustee, Indiana State Teachers’ Retirement Fund, 2008-2010; Investment Committee, CD-Enterprise, 2010-present.
3
 
15


FEG Absolute Access TEI Fund LLC

Fund Management (continued)
(unaudited)

INTERESTED DIRECTORS AND OFFICERS
           
Name, Address And
Date Of Birth
Position(s)
Held With
The Fund
Term Of
Office
And
Length
Of Time
Served
Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director or Officer
Number Of
Portfolios In
Fund Complex
Overseen By
Director Or
Officer
J. Alan Lenahan,
February 10, 1975
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202
Chairman of the Board of Directors; President
Indefinite; Since May 2015*
Managing Principal, Deputy CIO and Head of Research Services at Fund Evaluation Group, LLC. With Fund Evaluation Group, LLC since 2002.
3
  
Mary T. Bascom
April 24, 1958
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Cincinnati, OH 45202
Treasurer
Indefinite; Since Inception
Chief Financial Officer, Fund Evaluation Group, LLC since 1999.
 
 
 
3
  
Ryan S. Wheeler
February 6, 1979
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Suite 1600, Cincinnati, OH 45202
Secretary
Indefinite; Since Inception
Director of Fund Operations since 2012 and Research Analyst from 2008-2012, Fund Evaluation Group, LLC.
 
3
  
Maureen Kiefer-Goldenberg
May 11, 1968
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Suite 1600, Cincinnati, OH 45202
Chief Compliance Officer
Indefinite; Since 2013
Chief Compliance Officer, Fund Evaluation Group, LLC since 2011.
Compliance Officer, Touchstone Investments from 2005-2011.
3

*
Effective May 11, 2015, Christopher M. Meyer resigned as Director of the Fund, President of the Fund and Chairman of the Board of Directors.  At an in person meeting of the Board of Directors held on May 11, 2015, the Board appointed Mr. Lenahan to replace Mr. Meyer as Director of the Fund, President of the Fund, and Chairman of the Board of Directors.

16

 
FEG Absolute Access TEI Fund LLC

Other Information
(unaudited)

Results of Meeting of Members

A special meeting (the “Special Meeting”) of the Members of the Fund was held on December 12, 2014 at the offices of FEG Investors, LLC, 201 East Fifth Street, Suite 1600, Cincinnati, Ohio, to consider the proposal described below.  The proposal was approved. The results of the voting at the Special Meeting are as follows:

1.            Approval of a Second Amended and Restated Limited Liability Company Operating Agreement for the Fund that would: (a) allow 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 under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended; and (b) permit the creation of multiple classes of Units.
     
   
Number of Votes
 
Affirmative
   
118,190.52
 
Against
   
-
 
Abstain
   
1,514.81
 
Total
   
119,705.33
 

Information on Proxy Voting

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

Information regarding how the FEG Absolute Access 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 http://www.sec.gov.

Availability of Quarterly Report Schedule

The Fund files its complete schedule of portfolio holdings, which includes securities held by the FEG Absolute Access Fund, with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
 
17

 
FEG Absolute Access TEI Fund LLC
 
Privacy Policy
(unaudited)
 
In the course of doing business with shareholders, FEG Absolute Access TEI 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.
 
18

 
 
Financial Statements
 
 
 
FEG Absolute Access Fund LLC
Year Ended March 31, 2015
With Report of Independent Registered
Public Accounting Firm
 

 
FEG Absolute Access Fund LLC
 
Financial Statements
 
 Year Ended March 31, 2015
 
Contents
 
Report of Independent Registered Public Accounting Firm
1
 
Statement of Assets, Liabilities and Members’ Capital
2
Schedule of Investments
3
Statement of Operations
5
Statements of Changes in Members’ Capital
6
Statement of Cash Flows
7
Financial Highlights
8
Notes to Financial Statements
9
 
Other Information
 
 
Company Management
19
Other Information
21
Privacy Policy
22
 

 
(EY LOGO)
 
Ernst & Young LLP
1900 Scripps Center
312 Walnut Street
Cincinnati, OH 45202
Tel: +1 513 612 1400
Fax: +1 513 612 1730
ey.com
   
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Members of FEG Absolute Access Fund LLC
 
We have audited the accompanying statement of assets, liabilities and members’ capital of FEG Absolute Access Fund LLC (the Fund), including the schedule of investments, as of March 31, 2015, and the related statements of operations and cash flows for the year then ended, the statements of changes in members’ capital for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2015, by correspondence with the custodian and portfolio fund managers/administrators. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of FEG Absolute Access Fund LLC at March 31, 2015, the results of its operations and its cash flows for the year then ended, the changes in its members’ capital for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended in conformity with U.S. generally accepted accounting principles.
 
-s- Ernst & Young LLP
May 29, 2015
 
A member firm of Ernst & Young Global Limited
 
1

 
FEG Absolute Access Fund LLC
 
     
Statement of Assets, Liabilities and Members’ Capital
 
     
March 31, 2015
 
 
     
Assets
   
Cash
 
$
1,024,790
 
Short-term investments (cost $4,020,035)
   
4,020,035
 
Investments in Portfolio Funds, at fair value (cost $354,956,365)
   
394,351,055
 
Portfolio Funds purchased in advance
   
2,131,944
 
Receivable for Portfolio Funds sold
   
1,828,148
 
Other assets
   
63
 
Total assets
 
$
403,356,035
 
         
Liabilities and members’ capital
       
Capital contributions received in advance
 
$
3,525,000
 
Capital withdrawals payable
   
734,116
 
Management fee payable
   
558,576
 
Professional fees payable
   
154,998
 
Accounting and administration fees payable
   
89,822
 
Directors fees payable
   
10,000
 
Line of credit fees payable
   
3,393
 
Other liabilities
   
73,331
 
Total liabilities
   
5,149,236
 
Members’ capital
   
398,206,799
 
Total liabilities and members’ capital
 
$
403,356,035
 
         
Components of members’ capital
       
Paid-in capital
 
$
333,271,395
 
Accumulated net investment loss
   
(13,811,848
)
Accumulated net realized gain on investments
   
39,352,562
 
Accumulated net unrealized appreciation on investments
   
39,394,690
 
Members’ capital
 
$
398,206,799
 
         
Units issued and outstanding (unlimited units authorized)
   
309,391
 
Net Asset Value per unit
 
$
1,287.07
 
         
See accompanying notes.
       
 
2

 
FEG Absolute Access Fund LLC

Schedule of Investments
 
March 31, 2015
 
 
Investment Name
 
Cost
   
Fair
Value
   
Percentage
of Members’
Capital
   
Withdrawals
Permitted (1)
   
Redemption
Notice Period (1)
 
                   
Investments in Portfolio Funds:(2)
                 
United States:
                 
Multi-Strategy: (3)
                 
Absolute Return Capital Partners, L.P.
 
$
21,226,792
   
$
19,889,887
     
5.0
%
Monthly
 
15 days
 
AG Super Fund, L.P.(4)
   
12,308,154
     
16,438,243
     
4.1
 
Annually (5)
 
60 days
 
BlueTrend Fund, L.P., Class A
   
14,500,000
     
17,277,168
     
4.3
 
Monthly
 
60 days
 
Canyon Balanced Fund, L.P.
   
19,642,801
     
19,962,206
     
5.0
 
Quarterly (6)
 
90 days
 
Caxton Global Investments Limited, Class T
   
18,800,000
     
19,093,423
     
4.8
 
Quarterly
 
45 days
 
Claren Road Credit Partners, L.P.
   
17,914,370
     
17,689,643
     
4.5
 
Quarterly (5)
 
45 days
 
CVI Global Value Fund A, L.P., Class H(4)
   
998,851
     
2,761,831
     
0.7
 
Quarterly (7)
 
120 days
 
Elliott International Limited
   
22,598,000
     
22,483,746
     
5.6
 
Semi-Annually (7)
 
60 days
 
Eton Park Fund, L.P., Class B(4)
   
19,239,310
     
24,573,298
     
6.2
 
Quarterly (5)
 
65 days
 
Eton Park Overseas Fund, Ltd.(4)
   
953,910
     
1,206,410
     
0.3
 
Quarterly (5)
 
65 days
 
Farallon Capital Partners, L.P.(4)
   
18,060,570
     
22,050,000
     
5.5
 
Annually (5)
 
45 days
 
Fir Tree Capital Opportunity Fund, L.P.
   
17,850,400
     
22,807,348
     
5.7
 
Annually (5)
 
90 days
 
Graham Global Investment Fund II SPC, Ltd.
   
24,551,910
     
26,584,679
     
6.7
 
Weekly
 
3 days
 
GSO Special Situations Fund, L.P.
   
256,817
     
386,405
     
0.1
 
Semi-Annually (5)
 
90 days
 
HBK Multi-Strategy Fund, L.P., Class A
   
13,497,263
     
17,822,290
     
4.5
 
Quarterly
 
90 days
 
Highfields Capital, Ltd.(4)
   
13,961,492
     
14,709,400
     
3.7
 
Annually (7)(8)
 
60 days
 
Highfields Capital II, L.P.(4)
   
153,726
     
153,726
     
0.0
 
Annually (7)
 
60 days
 
Kepos Alpha Fund, L.P., Class A
   
18,550,000
     
18,954,620
     
4.8
 
Quarterly (9)
 
65 days
 
LibreMax SL Fund, L.P.
   
11,500,000
     
12,451,094
     
3.1
 
Not Permitted
 
N/A
 
MKP Opportunity Partners, L.P.
   
13,500,000
     
14,556,114
     
3.7
 
Monthly
 
60 days
 
OZ Asia Domestic Partners, L.P.
   
17,250,000
     
19,860,912
     
5.0
 
Quarterly (10)
 
30 days
 
Rimrock High Income PLUS (QP) Fund, L.P.
   
20,000,000
     
21,078,833
     
5.3
 
Quarterly (7)
 
120 days
 
Stark Investments, L.P. (4)(11)
   
14,122
     
3,558
     
0.0
 
Quarterly
 
N/A
 
Stark Investments, L.P., Class A (4)(12)
   
174,412
     
157,911
     
0.0
 
Quarterly
 
N/A
 
Stark Investments, L.P., Class B (4)
   
30,223
     
51,530
     
0.0
 
Quarterly
 
N/A
 
Strategic Value Restructuring Fund, L.P., Class C
   
17,999,612
     
19,436,591
     
4.9
 
Annually (5)
 
95 days
 
Taconic Opportunity Fund, L.P.
   
19,423,630
     
21,910,189
     
5.5
 
Quarterly
 
60 days
 
Total investments in Portfolio Funds
 
$
354,956,365
   
$
394,351,055
     
99.0
%
         
 
3

 
FEG Absolute Access Fund LLC

Schedule of Investments (continued)

     
Percentage
 
   
Fair
 
of Members’
 
Investment Name
Cost
 
Value
 
Capital
 
       
Short-term investments:
     
United States:
     
Money market fund:
     
Federated Prime Obligations Fund #10, 0.04% (13)
 
$
4,020,035
   
$
4,020,035
     
1.0
%
Total investments in Portfolio Funds and short-term investments
 
$
358,976,400
   
$
398,371,090
     
100.0
%
                         
Liabilities less other assets
           
(164,291
)
   
(0.0
)%
                         
Members’ capital
         
$
398,206,799
     
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 on a quarterly basis, with 25%, 331/3%, 50% and 100% of the total investment becoming eligible for redemption each successive quarter.
(7)
Withdrawals from this Portfolio Fund are permitted after a two-year lockup period from the date of the initial investment.
(8)
In addition to annual withdrawals, semi-annual withdrawals are also permitted from this Portfolio Fund at a limited amount of 25% of the net asset value held by a shareholder.
(9)
In addition to quarterly withdrawals, monthly withdrawals are also permitted from this Portfolio Fund at a limited amount of 33% of the net asset value held by a shareholder subject to a 0.20% redemption fee on the proceeds.
(10)
Withdrawals from this Portfolio Fund are permitted after a one-year and a quarter lockup period from the date of the initial investment.
(11)
Does not include holdback at cost of $555,498, included in receivable for Portfolio Funds sold in the Statement of Assets, Liabilities and Members’ Capital.
(12)
Does not include holdback at cost of $1,459, included in receivable for Portfolio Funds sold in the Statement of Assets, Liabilities and Members’ Capital.
(13)
The rate shown is the annualized 7-day yield as of March 31, 2015.

Type of Investment as a Percentage of Total Members’ Capital (Unaudited):
 
(PIE CHART)
 
See accompanying notes.

4

 
FEG Absolute Access Fund LLC

Statement of Operations

Year Ended March 31, 2015
         
Investment income
       
Dividend income
 
$
1,161
     
             
Expenses
           
Management fees
   
2,940,345
     
Accounting and administration fees
   
322,562
     
Professional fees
   
127,080
     
Line of credit fees
   
99,444
     
Custodian fees
   
40,581
     
Directors fees
   
20,000
     
Line of credit interest expense
   
3,882
     
Other expenses
   
52,548
     
Total expenses
   
3,606,442
     
Net investment loss
         
$
(3,605,281
)
                 
Realized and unrealized gain on investments
               
Net realized gain on investments
   
26,788,437
         
Net change in unrealized appreciation/depreciation on investments
   
(6,154,215
)
       
Net realized and unrealized gain on investments
           
20,634,222
 
Net increase in members’ capital resulting from operations
         
$
17,028,941
 
 
See accompanying notes.
 
5

 
FEG Absolute Access Fund LLC

Statements of Changes in Members’ Capital
         
   
Year Ended
   
Year Ended
 
Operations
 
March 31, 2015
   
March 31, 2014
 
Net investment loss
 
$
(3,605,281
)
 
$
(2,884,728
)
Net realized gain on investments
   
26,788,437
     
7,923,973
 
Net change in unrealized appreciation/depreciation on investments
   
(6,154,215
)
   
12,711,195
 
Net change in members’ capital resulting from operations
   
17,028,941
     
17,750,440
 
                 
Capital transactions
               
Capital contributions
   
90,617,087
     
96,283,577
 
Capital withdrawals
   
(23,609,518
)
   
(32,093,869
)
Net change in members’ capital from capital transactions
   
67,007,569
     
64,189,708
 
                 
Net change in members’ capital
   
84,036,510
     
81,940,148
 
                 
Members’ capital at beginning of year
   
314,170,289
     
232,230,141
 
Members’ capital at end of year
 
$
398,206,799
   
$
314,170,289
 
                 
Accumulated net investment loss
 
$
(13,811,848
)
 
$
(10,206,567
)
                 
Units transactions*
               
Units sold
   
71,925
     
80,153
 
Units redeemed
   
(18,797
)
   
(27,329
)
Net change in units
   
53,128
     
52,824
 
 
*
The Company unitized on April 1, 2013 at a price of $1,141.52 per unit, and had 203,439 units outstanding.
 
See accompanying notes.
 
6

 
FEG Absolute Access Fund LLC
 
Statement of Cash Flows
 
For the Year Ended March 31, 2015
     
Operating activities
   
Net increase in members’ capital resulting from operations
 
$
17,028,941
 
Adjustments to reconcile net increase in members’ capital resulting from operations to net cash used in operating activities:
   
 
Purchases of investments in Portfolio Funds
   
(156,061,838
Proceeds from sales of investments in Portfolio Funds
   
95,548,511
 
Net realized gain on investments in Portfolio Funds
   
(26,788,437
)
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds
   
6,154,215
 
Purchase of short-term investments, net
   
(3,216,798
)
Changes in operating assets and liabilities:
       
Other assets
   
(22
)
Management fee payable
   
134,337
 
Professional fees payable
   
(50,840
)
Accounting and administration fee payable
   
13,729
 
Directors fee payable
   
1,666
 
Other liabilities
   
(67,658
)
Net cash used in operating activities
   
(67,304,194
)
         
Financing activities
       
Line of credit fee payable
   
(1,041
)
Proceeds from capital contributions
   
90,626,312
 
Payments for capital withdrawals
   
(24,019,741
)
Net cash provided by financing activities
   
66,605,530
 
         
Net change in cash
   
(698,664
)
Cash at beginning of year
   
1,723,454
 
Cash at end of year
 
$
1,024,790
 
         
Supplemental disclosure of interest paid
 
$
3,882
 
 
See accompanying notes.
 
7

FEG Absolute Access Fund LLC
 
Financial Highlights
         
   
Year Ended
   
Year Ended
 
   
March 31, 2015
   
March 31, 2014
 
Per unit operating performances:(1) (2)
       
Net asset value per unit, beginning of year
 
$
1,225.97
   
$
1,141.52
 
Income (loss) from investment operations:
               
     Net investment loss
   
(4.81
)
   
(3.84
)
     Net realized and unrealized gain on investments
   
65.91
     
88.29
 
Total change in per unit value from investment operations
   
61.10
     
84.45
 
                 
Net asset value per unit, end of year
 
$
1,287.07
   
$
1,225.97
 
                     
   
Year Ended March 31,
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Ratios to average members’ capital:(3)
                   
Total expenses
   
1.06
%
   
1.12
%
   
1.21
%
   
1.14
%
   
0.70
%
Net investment loss
   
(1.06
)%
   
(1.12
)%
   
(1.21
)%
   
(1.14
)%
   
(0.70
)%
                                         
Total return
   
4.98
%
   
7.40
%
   
8.26
%
   
(1.89
)%
   
8.43
%
Portfolio turnover
   
28.75
%
   
17.93
%
   
7.96
%
   
8.84
%
   
5.67
%
Members’ capital end of year (000’s)
 
$
398,207
   
$
314,170
   
$
232,230
   
$
241,336
   
$
170,064
 
 
(1)
Selected data is for a single unit outstanding throughout the year.
(2)
Effective April 1, 2013, the Company was unitized.
(3)
The ratios do not include investment income or expenses of the Portfolio Funds in which the Company invests.
 
See accompanying notes.

8

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements
 
Year Ended March 31, 2015

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”).

Pursuant to a sub-advisory agreement with the Investment Manager and the Company, InterOcean Capital, LLC, an investment adviser registered under the Advisers Act, serves as the Company’s sub-adviser (in such capacity, the “Sub-Adviser”). The Sub-Adviser participates by appointing a member of the Investment Manager’s investment policy committee, thereby assisting in oversight of the Company’s investments, making Portfolio Fund Manager (as defined below) selection and termination recommendations and approving significant and strategic asset allocation changes.

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

Units of limited liability company interest (“Units”) of the Company are offered only to investors (“Members”) that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended.
 
9

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)

1. Organization (continued)

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

2. Significant Accounting Policies

The Company is an investment company, as such, these financial statements have applied the guidance set forth in Accounting Standards Codification (ASC) 946, Financial ServicesInvestment 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 U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from such estimates.

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. 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.
 
10

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)
 
For the year ended March 31, 2015, the aggregate cost of purchases and proceeds from sales of investments in Portfolio Funds were $158,929,894 and $96,321,476, 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, 2015, ten of the Portfolio Funds had all or a portion of their assets held as Side-Pockets. The fair value of these Side-Pockets as of March 31, 2015 was $4,562,967 and represented 1.15% of total Members’ capital.

Fair Value of Financial Instruments

In accordance with Accounting Standards Codification (“ASC”) 820, 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. ASC 820 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.
 
11

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)
 
2. Significant Accounting Policies (continued)

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.

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

In May 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Unit (or Its Equivalent), modifying ASC 820.  Under the modifications, investments in private investment funds valued at net asset value are no longer included in the fair value hierarchy.  The Company elected to early adopt and retroactively apply ASU 2015-07.  As a result of adopting ASU 2015-07, investments in Portfolio Funds with a fair value of $394,351,055 are excluded from the fair value hierarchy as of March 31, 2015. The retroactive application of ASU 2015-07 results in the Level 3 investments included in the March 31, 2014 audited financial statements also being excluded from the fair value hierarchy.

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, 2015:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments
               
Short-term investments
 
$
4,020,035
   
$
   
$
   
$
4,020,035
 
Total
 
$
4,020,035
   
$
   
$
   
$
4,020,035
 
 
The Schedule of Investments categorizes the aggregate fair value of the Company’s investments in the Portfolio Funds by domicile, investment strategy, and liquidity.

The Company discloses transfers between levels based on valuations at the end of the reporting period.  There were no transfers between Levels 1, 2 or 3 for the year ended March 31, 2015.
 
12

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)
 
2. Significant Accounting Policies (continued)

Investment Transactions and Investment Income

Investment transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date.

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, 2011 through December 31, 2014, and has concluded that as of March 31, 2015, 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 in the Statement of Operations.

Capital Contributions Received in Advance and Capital Withdrawals Payable

Capital contributions received in advance are comprised of cash received on or prior to March 31, 2015 for which Units are issued April 1, 2015. Capital contributions received in advance do not participate in the earnings of the Company until such Units are issued.  Capital withdrawals payable are comprised of requests for withdrawals that were effective on March 31, 2015 but were paid subsequent to fiscal year-end.

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.
 
13

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)
 
3. Investments in Portfolio Funds (continued)

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 their 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 limited to its investment in each Portfolio Fund.

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

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

4. Management Fee and Related Party Transactions

The Investment Manager receives from the Company a monthly management fee (the “Management Fee”) equal to 1/12 of 0.85% of the Company’s month-end Members’ capital balance, prior to reduction for the Management Fee then being calculated (a 0.85% annual rate). The Management Fee is paid monthly in arrears and is prorated with respect to investments in the Company made other than at the beginning of a month. The Management Fee totaled $2,940,345 for the year ended March 31, 2015, of which $558,576 was payable as of March 31, 2015.
 
14

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)
 
4. Management Fee and Related Party Transactions (continued)

The Investment Manager, not the Company, pays the Sub-Adviser a monthly fee equal to 10% of the Management Fee received by the Investment Manager from the Company as of the end of each calendar month.

Each member of the Board who is not an “interested person” of the Company (the “Independent Directors”), as defined by the 1940 Act, received a fee of $2,500 per quarter. Effective April 1, 2015, each Independent Director receives a quarterly retainer of $3,500.  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 Independent Director fees totaled $20,000 for the year ended March 31, 2015, of which $10,000 was payable as of March 31, 2015.

As of March 31, 2015, FEG Absolute Access TEI Fund LLC, an affiliated investment company of the Company registered under the 1940 Act, owned 80.78% of the Company’s outstanding Units, with a value of $321,671,475.

5. Members’ Capital

In accordance with the Company’s Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”), net profits or net losses are allocated to the Members in proportion to their respective capital accounts.

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

No Member will have the right to require the Company to redeem its Units. Rather, the Board may, from time to time and in its complete and absolute discretion, cause the Company to offer to repurchase Units from Members pursuant to written requests by Members on such terms and conditions as it may determine. In determining whether the Company should offer to repurchase Units from Members pursuant to written requests, the Board will consider, among other things, the recommendation of the Investment Manager. The Investment Manager expects that it will recommend such repurchase offers twice a year, effective as of June 30th and December 31st each year. The repurchase amount will be determined by the Board in its complete and absolute discretion, but is expected to be no more than approximately 25% of the Company’s outstanding Units. The Board also will consider the following factors, among others, in making such determination: (i) whether any Members have requested that the Company repurchase Units; (ii) the liquidity of the Company’s assets; (iii) the investment plans and working capital requirements of the Company; (iv) the relative economies of scale with respect to the size of the Company; (v) the history of the Company in repurchasing Units; (vi) the conditions in the securities markets and economic conditions generally; and (vii) the anticipated tax consequences of any proposed repurchases of Units.
 
15

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)

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

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

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

Members who tender a portion of their Units in the Company (defined as a specific dollar value in their repurchase request), and which portion is accepted for repurchase by the Company, will receive such specified dollar amount. Within five days of the Repurchase Request Deadline, each Member whose Units have been accepted for repurchase will be given a non-interest bearing, non-transferable promissory note by the Company entitling the Member to be paid an amount equal to 100% of the unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account). The note will entitle the Member to be paid within 30 days after the Full Repurchase Valuation Date, or ten business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the Portfolio Funds, whichever is later (either such date, a “Payment Date”). Notwithstanding the foregoing, if a Member has requested the repurchase of 90% or more of the Units held by such Member, such Member shall receive (i) a non-interest bearing, non-transferable promissory note, in an amount equal to 90% of the estimated unaudited net asset value of such Member’s capital account (or portion thereof) being repurchased, determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s capital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a promissory note entitling the holder thereof to the balance of the proceeds, to be paid within 30 days following the completion of the Company’s next annual audit, which is expected to be completed within 60 days after the end of the Company’s fiscal year-end.
 
16

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)

5. Members’ Capital (continued)
 
In the event that a Member requests a repurchase of a capital account amount that had been contributed to the Company within 18 months of the date of the most recent repurchase offer, the Board may require payment of a repurchase fee payable to the Company in an amount equal to 2.00% of the repurchase price. The repurchase fee is intended to compensate the Company for expenses related to such repurchase. Contributions shall be treated on a “first-in, first-out basis.” Otherwise, the Company does not intend to impose any charges on the repurchase of Units.

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

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

6. Indemnifications

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

7. Credit Facility

Effective September 30, 2013 (the “Closing Date”), the Company entered into a $20 million line of credit facility (the “LOC”) used for cash management purposes, such as providing liquidity for investments and repurchases. A fee of 50 basis points (0.50%) per annum is payable monthly in arrears on the unused portion of the LOC, while the interest rate charged on borrowings on the LOC is the 1-month London Interbank Offer Rate plus a spread of 200 basis points (2.00%). The average interest rate and the average daily loan balance for the 13 days the Company had outstanding borrowings were 2.15% and $5,000,000, respectively, for the year ended March 31, 2015. As of March 31, 2015, the unused amount of the LOC was $20,000,000.
 
17

 
FEG Absolute Access Fund LLC
 
Notes to Financial Statements (continued)

7. Credit Facility (continued)
 
Assets permitted as investment collateral include U.S. marketable obligations, bankers’ acceptance and certificates of deposit, money market accounts, demand deposits, and time deposits.  Effective October 1, 2014, the LOC agreement was amended to change the scheduled commitment termination date (the “Termination Date”) to September 30, 2015.  The LOC agreement can be terminated on the earliest to occur of (i) the date declared by the lender in respect of the occurrence of an event of default, (ii) a date selected by the Company upon at least 30 days’ prior written notice to the lender, or (iii) the Termination Date.

8. Subsequent Events

Effective May 11, 2015, Christopher M. Meyer resigned as Director of the Company, President of the Company, and Chairman of the Board of Directors.  At an in-person meeting of the Board of Directors held on May 11, 2015, the Board appointed J. Alan Lenahan to replace Mr. Meyer as Director of the Company, President of the Company, and Chairman of the Board of Directors.  Information about Mr. Lenahan is included in the table under “Company Management” beginning on page 19 of this report.

Management evaluated subsequent events through the date the financial statements were issued, and, other than the event described above, determined that there were no 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, 2015 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, Address
And Date Of Birth
Position(s)
Held With
The
Company
Term Of
Office
And
Length
Of Time
Served
Principal Occupation(s)
During Past 5 Years And
Other Directorships Held
By Director
Number Of
Portfolios In Fund
Complex Overseen
By Director
David Clark Hyland
August 13, 1963
6596 Madeira Hills Drive,
Cincinnati, OH 45243
Director; Chairman of Audit Committee
Indefinite; Since Inception
Associate Professor of Finance, Xavier University since 2008; Board of Advisors, Sterling Valuation Group, 2006-present.
3
Gregory James Hahn
January 23, 1961
2565 Durbin Drive,
Carmel, IN 46032
Director; Audit Committee Member
Indefinite; Since Inception
President and Chief Investment Officer, Winthrop Capital Management, LLC since 2007; Trustee, Indiana Public Employee Retirement System, 2010-2012; Trustee, Indiana State Teachers’ Retirement Fund, 2008-2010; Investment Committee, CD-Enterprise, 2010-present.
3
 
19

 
FEG Absolute Access Fund LLC

Company Management (continued)
(unaudited)

INTERESTED DIRECTORS AND OFFICERS
 
Name, Address And
Date Of Birth
Position(s)
Held With
The
Company
Term Of
Office
And
Length
Of Time
Served
Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director or Officer
Number Of
Portfolios In
Fund Complex
Overseen By
Director Or
Officer
J. Alan Lenahan,
February 10, 1975
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202
Chairman of the Board of Directors; President
Indefinite; Since May 2015*
Managing Principal, Deputy CIO and Head of Research Services at Fund Evaluation Group, LLC. With Fund Evaluation Group, LLC since 2002.
3
  
Mary T. Bascom
April 24, 1958
c/o Fund Evaluation Group, LLC
201 E. Fifth St.,
Cincinnati, OH 45202
Treasurer
Indefinite; Since Inception
Chief Financial Officer, Fund Evaluation Group, LLC since 1999.
 
 
 
3
  
Ryan S. Wheeler
February 6, 1979
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202
Secretary
Indefinite; Since Inception
Director of Fund Operations since 2012 and Research Analyst from 2008-2012, Fund Evaluation Group, LLC.
 
3
  
Maureen Kiefer-Goldenberg
May 11, 1968
c/o Fund Evaluation Group, LLC
201 E. Fifth St., Suite 1600,
Cincinnati, OH 45202
Chief Compliance Officer
Indefinite; Since 2013
Chief Compliance Officer, Fund Evaluation Group, LLC since 2011.
Compliance Officer, Touchstone Investments from 2005-2011.
3
 
*
Effective May 11, 2015, Christopher M. Meyer resigned as Director of the Company, President of the Company and Chairman of the Board of Directors.  At an in person meeting of the Board of Directors held on May 11, 2015, the Board appointed Mr. Lenahan to replace Mr. Meyer as Director of the Company, President of the Company, and Chairman of the Board of Directors.
 
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 http://www.sec.gov.
 
Information regarding how the Company voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-888-268-0333, and on the SEC’s website at http://www.sec.gov.
 
Availability of Quarterly Report Schedule
 
The Company files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Company’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Company’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
 
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

 
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 $23,600 for 2014 and $42,300 for 2015.

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 2014 and $0 for 2015.

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 $34,020 for 2014 and $35,380 for 2015.
 

 
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 2014 and $0 for 2015.

(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 $137,390 for 2014 and $151,220 for 2015.

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.
 
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
 
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

The Proxy Voting Policies are attached herewith.


 
PROXY VOTING POLICIES AND PROCEDURES

FEG Absolute Access Fund LLC and FEG Absolute Access TEI Fund LLC (the “Funds”) are clients of FEG Investors, LLC (the “Firm”).  All proxy voting responsibilities of the Funds are performed by the Firm, with the assistance of the administrator of the Funds.
 
The Firm will accept discretionary authority over a client’s proxy if the Firm has discretionary authority over the client’s advisory account and the advisory contract does not expressly state that the Firm will not be voting proxies or the client does not retain voting authority.

The Firm may utilize a third party service provider for proxy voting matters.  Designated supervisor(s) (“voting officer(s)”) have been delegated the authority for monitoring proxy actions, making voting decisions in accordance with these policies, and ensuring that proxies are submitted in a timely manner.  The applicable voting officer will also be responsible for ensuring that clients’ requests for these proxy voting policies and procedures and/or their voting information is responded to effectively within a prompt time period.
 
In voting proxies, the Firm will vote strictly in accordance with the best interests of the beneficiaries and in light of the purposes for which each individual account was created.  The Firm will generally support the management nominees of the issuer, because the company knows the individuals best to lead it.  In addition, proxies will generally be voted along management’s guidelines as indicated on the proxy.  The review of long-term and short-term advantages will be weighed when making these decisions.
 
Support will be given for proposals that support shareholder rights and increase management accountability to the shareholders without sacrificing management’s flexibility.

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

Unless a proxy is passed on to an authorized voter, the Firm will record the date proxies are voted, and those not voted will be specified with the underlying reason.  Each item to be voted on should be voted separately and individually, not voted in blank.  The proxy must be dated and signed in the Firm’s name and the capacity in which it serves should be on the proxy, plus the voting officer’s name and title.  The applicable voting officer is responsible for ensuring that the following proxy records are maintained for five (5) years, the first two in an appropriate office of the Firm:
 
1. Records of proxy statements received regarding client securities;
2. Records of each vote cast by the Firm on behalf of a client;
3. Copies of any document created by the Firm that was material to making a decision on voting clients’ securities;
4. Records of all communications received and internal documents created that were material to the voting decision; and
5. Each written client request for proxy voting information and the Firm’s written response to such client request (written or oral) for proxy voting information.
6. Documentation noting the rationale behind each proxy vote decision made.
 

 
If the Firm utilizes a third–party, service provider for proxy voting, the Firm will rely on the provider to maintain proxy statements and records of proxy votes cast.  The Firm will obtain an undertaking from the third party to provide a copy of the documents promptly upon request.
 
The applicable voting officer shall be responsible for determining whether a proxy raises a conflict of interest with respect to the Firm.  The voting officer will determine, based on a review of the issues raised by the conflict of interest, the nature of the potential conflict and, most importantly, given the Firm’s commitment to vote proxies in the best interests of client accounts, how the proxy will be handled.
 
The Firm is aware of the following potential conflicts that could exist:
 
The Firm receives increased compensation as a result of the proxy vote due to increased or additional fees or other charges to be paid by the client.
 
The Firm retains an institutional client, or is in the process of retaining an institutional client that is affiliated with an issuer subject to a proxy.  This type of relationship may influence the Firm to vote with management on proxies to gain favor with management.

The Firm retains a client or investor, or is in the process of retaining a client or investor that is an officer or director of an issuer that is held in a client’s portfolio.  The similar conflicts of interest exist in this relationship as discussed above.

The Firm’s employees maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers.  For example, the spouse of a Firm employee may be a high-level executive of an issuer that is held in a client’s portfolio.  The spouse could attempt to influence the Firm to vote in favor of management.

The Firm or an employee personally owns a significant number of an issuer’s securities that are also held in a client’s portfolio. For any number of reasons, an employee may seek to vote proxies in a different direction for his/her personal holdings than would otherwise be warranted by the proxy voting policy.  The employee could oppose voting the proxies according to the policy and successfully influence the Firm to vote proxies in contradiction to the policy.
 
The Firm realizes that due to the difficulty of predicting and identifying all material conflicts, it must rely on its employees to notify the Firm’s Chief Compliance Officer and applicable voting officer of any material conflict that may impair the Firm’s ability to vote proxies in an objective manner.
 
The applicable voting officer will perform one of the following duties as a result:

1. Vote the proxy in accordance with the Firm’s proxy policies;
2. Disclose the conflict to the client(s), providing sufficient information regarding the matter and the nature of the Firm’s conflict, and obtaining consent before voting;
3. Employ an outside service provider to advise in the voting of the proxy;
4. Employ an outside service provider to vote the proxy on behalf of the Firm and its clients; or
5. Decline to vote the proxy because the cost of addressing the potential conflict of interest is greater than the benefit to the clients of voting the proxy.

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


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

FEG Investors, LLC
201 East Fifth Street, Suite 1600
Cincinnati, Ohio 45202
 
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

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

The following table provides biographical information about the members of the Portfolio Managers, who are primarily responsible for the day-to-day portfolio management of the Fund as of June 9, 2015:

Name of Portfolio
Manager
Title
Length of Time of
Service to the
Fund
Business Experience During the Past 5 Years
Gregory M. Dowling
Director of Hedged Strategies
Since Inception
Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2004
J. Alan Lenahan
Director of Hedged Strategies
Since Inception
Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2002

 (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, 2015:

 
Name of
Portfolio
Manager
Type of Accounts
Total
Number
of
Accounts Managed
Total Assets
Number of
Accounts
Managed for
Which
Advisory Fee
is Based on
Performance
Total Assets for
Which Advisory
Fee is Based on Performance
Gregory M. Dowling
Registered Investment Companies
1
$117,737,147
0
$0
 
Other Pooled Investment Vehicles
0
$0
0
$0
 
Other Accounts
0
$0
0
$0
           
J. Alan Lenahan
Registered Investment Companies
1
$117,737,147
0
$0
 
Other Pooled Investment Vehicles
0
$0
0
$0
 
Other Accounts
0
$0
0
$0


 
           Potential Conflicts of Interests

     The Fund’s Portfolio Managers are responsible for managing other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, including registered and unregistered hedge funds and funds of hedge funds.    They may manage separate accounts or other pooled investment vehicles which may have materially higher or different fee arrangements than the Fund and also may be subject to performance-based fees. The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross trading and the allocation of investment opportunities. The Investment Manager and Sub-Adviser have a fiduciary responsibility to manage all client accounts in a fair and equitable manner. They seek to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and timely manner. To this end, the Investment Manager and Sub-Adviser have developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.
 
(a)(3)   Compensation Structure of Portfolio Manager(s) or Management Team Members

The compensation of the Portfolio Managers includes a combination of the following: (i) fixed annual salary; and (ii) a discretionary bonus tied to the overall profitability of the Investment Manager and their affiliates, as applicable.
 
(a)(4)   Disclosure of Securities Ownership

The following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Fund as of March 31, 2015:

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

(b)       Not applicable.

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

Not applicable.

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

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

 
ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. EXHIBITS.

(a)(1)   The code of ethics of the registrant, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

(a)(2)   Certifications  pursuant to Rule  30a-2(a)  under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3)   Not applicable.

(b)       Not applicable.

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 TEI FUND LLC 
 
 
 
 
By (Signature and Title)*
/s/ J. Alan Lenahan
 
 
J. Alan Lenahan, President
 
 
(principal executive officer)
 
 
 
 
Date
JUNE 9, 2015
 

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/ J. Alan Lenahan
 
 
J. Alan Lenahan, President
 
 
(principal executive officer)
 
 
 
 
Date
JUNE 9, 2015
 
 
 
 
By (Signature and Title)*
/s/ Mary T. Bascom
 
 
Mary T. Bascom, Treasurer
 
 
(principal financial officer)
 
 
 
 
Date
JUNE 9, 2015
 
 
*       Print the name and title of each signing officer under his or her signature.
EX-99.CODE ETH 2 fp0014643_ex99code.htm
 
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
 
AND SENIOR FINANCIAL OFFICERS
 
Effective Date:  February 8, 2011

I.             Covered Officers/Purpose of the Code

This Code of Ethics (the “Code”) of FEG Absolute Access TEI Fund 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

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
 

1
For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Funds Code of Ethics.  Each Covered Officer shall be considered an “Access Person” under such Code.  The term “immediate family” shall have the same meaning as provided in such Code.
 

 
the receipt of any entertainment from any company with which the Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.
 
IV.         Disclosure and Compliance

         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 Fund 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 TEI Fund LLC (the “Code”);

   (2)           I recognize that I am subject to the Code;
   (3)           I have complied with the requirements of the Code during the calendar year ending December 31, ____; and
   (4)           I have reported all violations of the Code required to be reported pursuant to the requirements of the Code during the calendar year ending December 31, ____.
                Set forth below are exceptions to items (3) and (4), if any:



  Name: 
 
    Date: 
EX-99.CERT 3 fp0014643_ex99cert.htm
 
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT

I, J. Alan Lenahan, certify that:

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

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

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

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

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

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

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

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

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

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

      (b)   Any fraud,  whether or not  material,  that  involves  management or other  employees  who have a  significant  role in the  registrant’s internal control over financial reporting.
 
Date:
JUNE 9, 2015
 
/s/ J. Alan Lenahan
 
 
 
J. Alan Lenahan, President
 
 
 
(principal executive officer)
 

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

I, Mary T. Bascom, certify that:

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

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

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

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

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

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

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

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

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

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

      (b)   Any fraud,  whether or not  material,  that  involves  management or other  employees  who have a  significant  role in the  registrant’s internal control over financial reporting.
 
Date:
JUNE 9, 2015
 
/s/ Mary T. Bascom
 
 
 
Mary T. Bascom, Treasurer
 
 
 
(principal financial officer)
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