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 811-22685
FEG DIRECTIONAL ACCESS 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, 2016
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
| FINANCIAL STATEMENTS FEG Directional Access Fund LLC
Year Ended March 31, 2016
With Report of Independent Registered
Public Accounting Firm |
FEG Directional Access Fund LLC
Financial Statements
Year Ended March 31, 2016
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 (Unaudited) | |
| | |
Company Management | 16 |
Other Information | 18 |
Privacy Policy | 20 |
FEG Directional Access Fund LLC
Report of Independent Registered Public Accounting Firm
March 31, 2016
The Board of Directors and Members of FEG Directional Access Fund LLC
We have audited the accompanying statement of assets, liabilities and members’ capital of FEG Directional Access Fund LLC (the Fund), including the schedule of investments, as of March 31, 2016, 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 and financial highlights 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 and financial highlights, 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, 2016, 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 Directional Access Fund LLC at March 31, 2016, 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.
Cincinnati, Ohio
May 27, 2016
1
FEG Directional Access Fund LLC
Statement of Assets, Liabilities and Members’ Capital
March 31, 2016
Assets | | | |
Cash | | $ | 502,675 | |
Short-term investments (cost $797,136) | | | 797,136 | |
Investments in Portfolio Funds, at fair value (cost $86,010,138) | | | 93,191,416 | |
Other assets | | | 283 | |
Total assets | | $ | 94,491,510 | |
| | | | | |
Liabilities and members’ capital | | | | |
Capital contributions received in advance | | $ | 150,000 | |
Professional fees payable | | | 129,451 | |
Management fee payable | | | 127,717 | |
Capital withdrawals payable | | | 97,574 | |
Accounting and administration fees payable | | | 39,400 | |
Directors fees payable | | | 6,000 | |
Line of credit fees payable | | | 1,700 | |
Other liabilities | | | 49,098 | |
Total liabilities | | | 600,940 | |
Members’ capital | | | 93,890,570 | |
Total liabilities and members’ capital | | $ | 94,491,510 | |
| | | | | |
Components of members’ capital | | | | |
Paid-in capital | | $ | 83,832,633 | |
Accumulated net investment loss | | | (6,246,515 | ) |
Accumulated net realized gain on investments | | | 9,123,174 | |
Accumulated net unrealized appreciation on investments | | | 7,181,278 | |
Members’ capital | | $ | 93,890,570 | |
| | | | | |
Units issued and outstanding (unlimited units authorized) | | | 84,363 | |
Net Asset Value per unit | | $ | 1,112.94 | |
See accompanying notes.
2
FEG Directional Access Fund LLC
Schedule of Investments
March 31, 2016
Investment Name | | Cost | | | Fair
Value | | | Percentage of Members’ Capital | | Withdrawals Permitted (1) | Notice
Period (1) |
Investments in Portfolio Funds: (2) | | | | | | | | | | | |
United States: | | | | | | | | | | | |
Hedged Equity: (3) | | | | | | | | | | | |
Brenner West Capital Qualified Partners, L.P. | | $ | 6,000,000 | | | $ | 6,374,168 | | | | 6.8 | % | Quarterly (4) | 60 days |
Darsana Fund, L.P. | | | 7,000,000 | | | | 7,387,282 | | | | 7.9 | | Quarterly (5) | 60 days |
ESG Cross Border Equity Fund, L.P. | | | 6,000,000 | | | | 5,668,759 | | | | 6.0 | | Quarterly | 60 days |
Fine Partners I, L.P. | | | 7,750,000 | | | | 7,268,180 | | | | 7.7 | | Annually (6) | 60 days |
FVP US-Q, L.P., Class D | | | 6,000,000 | | | | 6,458,533 | | | | 6.9 | | Annually (7) | 90 days |
Hoplite Partners, L.P. | | | 4,946,703 | | | | 5,981,348 | | | | 6.4 | | Quarterly (5) | 45 days |
Indus Asia Pacific Distribution Holding Company II, Ltd. | | | 112,909 | | | | 72,213 | | | | 0.1 | | N/A (8) | N/A |
JHL Capital Group Fund LLC, Class C | | | 6,000,000 | | | | 6,354,696 | | | | 6.8 | | Quarterly | 60 days |
LAE Fund, L.P., Sub-Class Two | | | 6,000,000 | | | | 4,933,737 | | | | 5.2 | | Semi-Annually (5) | 60 days |
Maple Rock US Fund, L.P., Class C | | | 6,000,000 | | | | 5,510,935 | | | | 5.9 | | Quarterly (10) | 60 days |
Marble Arch QP Partners, L.P., Class A | | | 5,000,000 | | | | 6,801,321 | | | | 7.2 | | Semi-Annually (4) | 60 days |
Palo Alto Healthcare Fund II, L.P. | | | 2,297,165 | | | | 4,226,959 | | | | 4.5 | | Semi-Annually (5) | 30 days |
Pennant Windward Fund, L.P. | | | 7,783,012 | | | | 7,216,775 | | | | 7.7 | | Quarterly (4) | 60 days |
PFM Diversified Fund, L.P., Class B | | | 5,120,349 | | | | 6,577,042 | | | | 7.0 | | Quarterly (4) | 60 days |
Sachem Head L.P. | | | 4,500,000 | | | | 4,695,412 | | | | 5.0 | | Quarterly (9) | 65 days |
Tybourne Equity (US) Fund | | | 5,500,000 | | | | 7,664,056 | | | | 8.2 | | Quarterly (6) | 60 days |
Total investments in Portfolio Funds | | $ | 86,010,138 | | | $ | 93,191,416 | | | | 99.3 | % | | |
See accompanying notes.
3
FEG Directional Access Fund LLC
Schedule of Investments (continued)
Investment Name | | Cost | | | Fair
Value | | | Percentage of Members’ Capital | |
Short-term investments: | | | | | | | | | |
United States: | | | | | | | | | |
Money market fund: | | | | | | | | | |
Federated Prime Obligations Fund #10, 0.41% (11) | | $ | 797,136 | | | $ | 797,136 | | | | 0.8 | % |
Total investments in Portfolio Funds and short-term investments | | $ | 86,807,274 | | | $ | 93,988,552 | | | | 100.1 | % |
| | | | | | | | | | | | | |
Liabilities less other assets | | | | | | | (97,982 | ) | | | (0.1 | )% |
| | | | | | | | | | | | | |
Members’ capital | | | | | | $ | 93,890,570 | | | | 100.0 | % |
(1) | Redemption frequency and redemption notice period reflect general redemption terms, and exclude liquidity restrictions. |
(3) | Hedged directional investment strategies generally involve taking both long and short positions in equity securities deemed to be under or overvalued. Although the combination of long and short investing can provide an element of protection against (but not eliminate) directional market exposure, hedged directional Portfolio Fund Managers generally do not attempt to neutralize the amount of their long and short positions (i.e., they will be net long or net short). |
(4) | Withdrawals from these Portfolio Funds are permitted after a one year lock-up period from the date of the initial investment. |
(5) | Withdrawals from these Portfolio Funds are permitted after a two year lock-up period from the date of the initial investment. |
(6) | Withdrawals from these Portfolio Funds are permitted after a three year lock-up period from the date of the initial investment. |
(7) | Withdrawals from this Portfolio Fund are permitted after a five year lock-up period from the date of the initial investment. |
(8) | The Portfolio Fund is in liquidation mode and will be distributed via in-kind distributions. |
(9) | Withdrawals from this Portfolio Fund are permitted on a quarterly basis, with 25%, 33 1/3%, 50%, and 100% of the total investment becoming eligible for redemption each successive quarter. |
(10) | Quarterly withdrawals are permitted subsequent to a 5% redemption fee on the proceeds. |
(11) | The rate shown is the annualized 7-day yield as of March 31, 2016. |
Type of Investment as a Percentage of Total Members’ Capital (Unaudited):
See accompanying notes.
4
FEG Directional Access Fund LLC
Statement of Operations
Year Ended March 31, 2016
Investment income | | | |
Dividend income | | $ | 4,238 | |
| | | | | |
Expenses | | | | |
Management fees | | | 897,483 | |
Professional fees | | | 158,800 | |
Accounting and administration fees | | | 151,848 | |
Line of credit fees | | | 48,951 | |
Directors fees | | | 24,000 | |
Insurance expense | | | 15,737 | |
Custodian fees | | | 14,425 | |
Line of credit interest expense | | | 8,955 | |
Other expenses | | | 41,180 | |
Total expenses | | | 1,361,379 | |
Net investment loss | | | (1,357,141 | ) |
| | | | | |
Realized and unrealized gain (loss) on investments | | | | |
Net realized gain on investments | | | 5,689,871 | |
Net change in unrealized appreciation/depreciation on investments | | | (14,150,309 | ) |
Net realized and unrealized loss on investments | | | (8,460,438 | ) |
Net decrease in members' capital resulting from operations | | $ | (9,817,579 | ) |
See accompanying notes.
5
FEG Directional Access Fund LLC
Statements of Changes in Members’ Capital
| | | Year Ended
March 31, 2016 | | | Year Ended
March 31, 2015 | |
Operations | | | | | | |
Net investment loss | | $ | (1,357,141 | ) | | $ | (1,387,223 | ) |
Net realized gain on investments | | | 5,689,871 | | | | 1,116,072 | |
Net change in unrealized appreciation/depreciation on investments | | | (14,150,309 | ) | | | 7,755,082 | |
Net change in members' capital resulting from operations | | | (9,817,579 | ) | | | 7,483,931 | |
| | | | | | | | | |
Capital transactions | | | | | | | | |
Capital contributions | | | 10,137,159 | | | | 14,551,483 | |
Capital withdrawals | | | (24,166,157 | ) | | | (13,673,044 | ) |
Net change in members' capital resulting from capital transactions | | | (14,028,998 | ) | | | 878,439 | |
| | | | | | | | | |
Net change in members' capital | | | (23,846,577 | ) | | | 8,362,370 | |
| | | | | | | | | |
Members' capital at beginning of year | | | 117,737,147 | | | | 109,374,777 | |
Members' capital at end of year | | $ | 93,890,570 | | | $ | 117,737,147 | |
| | | | | | | | | |
Accumulated net investment loss | | $ | (6,246,515 | ) | | $ | (4,889,374 | ) |
| | | | | | | | | |
Units transactions | | | | | | | | |
Units sold | | | 8,182 | | | | 12,545 | |
Units redeemed | | | (19,516 | ) | | | (11,779 | ) |
Net change in units | | | (11,334 | ) | | | 766 | |
See accompanying notes.
6
FEG Directional Access Fund LLC
Statement of Cash Flows
Year Ended March 31, 2016
Operating activities | | | |
Net decrease in members’ capital resulting from operations | | $ | (9,817,579 | ) |
Adjustments to reconcile net decrease in members' capital resulting
from operations to net cash provided by operating activities: | | | | |
Purchases of investments in Portfolio Funds | | | (13,283,012 | ) |
Proceeds from sales of investments in Portfolio Funds | | | 31,975,337 | |
Net realized gain on investments in Portfolio Funds | | | (5,689,871 | ) |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | 14,150,309 | |
Proceeds from short-term investments, net | | | 917,272 | |
Changes in operating assets and liabilities: | | | | |
Other assets | | | (272 | ) |
Professional fees payable | | | 9,900 | |
Management fee payable | | | (33,986 | ) |
Accounting and administration fees payable | | | (3,792 | ) |
Directors fees payable | | | 1,000 | |
Other liabilities | | | 10,402 | |
Net cash provided by operating activities | | | 18,235,708 | |
| | | | | |
Financing activities | | | | |
Payments for line of credit | | | (4,000,000 | ) |
Proceeds from line of credit | | | 1,000,000 | |
Line of credit fees payable | | | 223 | |
Line of credit interest expense payable | | | (537 | ) |
Proceeds from capital contributions | | | 9,037,159 | |
Payments for capital withdrawals | | | (24,582,814 | ) |
Net cash used in financing activities | | | (18,545,969 | ) |
| | | | | |
Net change in cash | | | (310,261 | ) |
Cash at beginning of year | | | 812,936 | |
Cash at end of year | | $ | 502,675 | |
| | | | | |
Supplemental disclosure of interest paid | | $ | 9,492 | |
See accompanying notes.
7
FEG Directional Access Fund LLC
Financial Highlights
| | | Year Ended
March 31, 2016 | | | Year Ended March 31, 2015 | | | Year Ended March 31, 2014 | |
Per unit operating performances:(1)(2) | | | | | | | | | |
Net asset value per unit, beginning of year | | $ | 1,230.32 | | | $ | 1,152.15 | | | $ | 1,047.37 | |
Income (loss) from investment operations: | | | | | | | | | | | | |
Net investment loss | | | (22.95 | ) | | | (14.20 | ) | | | (9.20 | ) |
Net realized and unrealized gain (loss) on investments | | | (94.43 | ) | | | 92.37 | | | | 113.98 | |
Total change in per unit value from investment operations | | | (117.38 | ) | | | 78.17 | | | | 104.78 | |
| | | | | | | | | | | | | |
Net asset value per unit, end of year | | $ | 1,112.94 | | | $ | 1,230.32 | | | $ | 1,152.15 | |
| | | Year Ended March 31, | |
| | | 2016 | | | 2015 | | | 2014 | | | 2013 | | | 2012 | |
Ratios to average members' capital:(3) | | | | | | | | | | | | | | | |
Total expenses | | | 1.27 | % | | | 1.26 | % | | | 1.35 | % | | | 1.40 | % | | | 0.91 | % |
Net investment loss | | | (1.27 | )% | | | (1.26 | )% | | | (1.35 | )% | | | (1.40 | )% | | | (0.91 | )% |
| | | | | | | | | | | | | | | | | | | | | |
Total return | | | (9.54 | )% | | | 6.78 | % | | | 10.00 | % | | | 4.18 | % | | | (1.63 | )% |
Portfolio turnover | | | 12.79 | % | | | 9.15 | % | | | 29.64 | % | | | 12.69 | % | | | 4.37 | % |
Members' capital end of year (000's) | | $ | 93,891 | | | $ | 117,737 | | | $ | 109,375 | | | $ | 86,660 | | | $ | 86,874 | |
(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 Directional Access Fund LLC
Notes to Financial Statements
Year Ended March 31, 2016
1. Organization
FEG Directional Access Fund LLC (the “Company”) was formed on February 3, 2010, and is a Delaware limited liability company that commenced operations on April 1, 2010. The Company registered with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2012, 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 primary investment objective is to meet or exceed the return of the broad equity markets over a full market cycle with less volatility than the equity markets, as measured by the S&P 500 Index, although there can be no assurance that the Company will achieve this objective. For purposes of the investment objective, a “full market cycle” includes both economic expansion and contraction and typically ranges between four and seven years. The Company was formed to capitalize on the experience of the Investment Manager’s principals by creating a fund-of-funds product, which offers professional portfolio fund manager due diligence, selection and monitoring, consolidated reporting, risk monitoring, and access to portfolio fund managers for a smaller minimum investment than would be required for direct investment. The Investment Manager manages the Company by allocating its capital among a number of independent general partners or investment managers (the “Portfolio Fund Managers”) acting through pooled investment vehicles and/or managed accounts (collectively, the “Portfolio Funds”).
Units of limited liability company interest (“Units”) of the Company are offered only to investors (“Members”) that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “1933 Act”).
UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation, serves as the Company’s administrator (the “Administrator”). The Company has entered into an agreement with the Administrator to perform general administrative tasks for the Company, including but not limited to maintenance of the books and records of the Company and the capital accounts of the Members of the Company.
2. Significant Accounting Policies
The Company is an investment company, and as such, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the financial statements.
Use of Estimates
The financial statements have been prepared in accordance with 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.
9
FEG Directional Access Fund LLC
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Calculation of Members’ Capital and Net Asset Value per Unit
The Company calculates its Members’ capital as of the close of business on the last business day of each calendar month and the last day of each fiscal period. In determining its Members’ capital, the Company values its investments as of such month-end or as of the end of such fiscal period, as applicable. The Members’ capital of the Company equals the value of the total assets of the Company less liabilities, including accrued fees and expenses, each determined as of the date the Company’s Members’ capital is calculated. The Net Asset Value per Unit equals Members’ Capital divided by Units outstanding.
Investments in Portfolio Funds
The Company values its investments in Portfolio Funds at fair value, which generally represents the Company’s pro rata interest in the members’ capital of the Portfolio Funds, net of management fees and incentive allocations payable to the 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.
For the year ended March 31, 2016, the aggregate cost of purchases and proceeds from sales of investments in Portfolio Funds were $13,283,012 and $31,975,337, respectively.
Fair Value of Financial Instruments
In accordance with 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.
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.
10
FEG Directional Access Fund LLC
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Short-term investments represent an investment in a money market fund. Short-term investments are recorded at fair value, which is their published net asset value and are listed in the table below as a Level 1 investment.
Investments in Portfolio Funds are recorded at fair value, using the Portfolio Funds’ net asset value as a practical expedient.
The following table represents the investments carried at fair value on the Statement of Assets, Liabilities and Members’ Capital by level within the valuation hierarchy as of March 31, 2016:
Investments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Short-term investments | | $ | 797,136 | | | $ | — | | | $ | — | | | $ | 797,136 | |
Total | | $ | 797,136 | | | $ | — | | | $ | — | | | $ | 797,136 | |
In accordance with ASC 820 investments in Portfolio Funds with a fair value of $93,191,416 are excluded from the fair value hierarchy as of March 31, 2016.
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, 2016.
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, 2012 through December 31, 2015, and has concluded that as of March 31, 2016, no provision for income taxes is required in the financial statements. Therefore, no additional tax expense, including any interest and penalties, was recorded in the current year and no adjustments were made to prior periods. To the extent the Company recognizes interest and penalties, they are included in interest expense and other expenses, respectively, in the Statement of Operations.
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, 2016 for which Units are issued April 1, 2016. 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, 2016 but were paid subsequent to fiscal year-end.
11
FEG Directional Access Fund LLC
Notes to Financial Statements (continued)
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 other delays, fees, or restrictions in accordance with the provisions of the respective Portfolio Fund’s operating agreement.
The Portfolio Funds in which the Company has investments may utilize a variety of financial instruments in their trading strategies, including equity and debt securities of both U.S. and foreign issuers, options and futures, forwards, and swap contracts. These financial instruments contain various degrees of off-balance-sheet risk, including both market and credit risk. Market risk is the risk of potentially adverse changes to the value of the financial instruments and their derivatives because of the changes in market conditions, such as interest and currency rate movements and volatility in commodity or security prices. Credit risk is the risk of the potential inability of counterparties to perform based on the terms of the contracts, which may be in excess of the amounts recorded in the Portfolio Funds’ respective statement of financial condition. In addition, several of the Portfolio Funds sell securities sold, not yet purchased, whereby a liability is created for the repurchase of the security at prevailing prices. Such Portfolio Funds’ ultimate obligations to satisfy the sales of securities sold, not yet purchased may exceed the amount recognized on the Portfolio Funds’ respective statement of financial condition. However, due to the nature of the Company’s interest in these investment entities, the Company’s risk with respect to such transactions is generally limited to its investment in each Portfolio Fund.
The Company is also subject to liquidity risks, including the risk that the Company may encounter difficulty in generating cash to meet obligations associated with tender requests. Liquidity risk may result from an inability of the Company to sell an interest in a Portfolio Fund on a timely basis at an amount that approximates its fair value. The Portfolio Funds require advance notice for withdrawal requests, generally only permit withdrawals at specified times, and have the right in certain circumstances to limit or delay withdrawals.
The Portfolio Funds provide for compensation to the respective Portfolio Fund Managers in the form of management fees generally ranging from 1.0% to 3.0% annually of members’ capital, and incentive allocations that typically range between 10.0% and 30.0% of profits, subject to loss carry forward 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 $897,483 for the year ended March 31, 2016, of which $127,717 was payable as of March 31, 2016.
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. Effective May 11, 2015, the Sub-Adviser agreed to waive any unpaid past and future compensation that did or would exceed 10% of the adjusted income of the Investment Manager attributable to the services that the Investment Manager renders to the Company.
12
FEG Directional Access Fund LLC
Notes to Financial Statements (continued)
4. Management Fee and Related Party Transactions (continued)
Prior to April 1, 2015, 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. From April 1, 2015 to December 31, 2015, each Independent Director received a quarterly retainer of $3,500. Effective January 1, 2016, each Independent Director receives a quarterly retainer of $3,000. In addition, all Independent Directors are reimbursed by the Company for all reasonable out-of-pocket expenses incurred by them in performing their duties. The Independent Directors’ fees totaled $24,000 for the year ended March 31, 2016, of which $6,000 was payable as of March 31, 2016.
As of March 31, 2016, FEG Equity Access Fund Ltd., an affiliated investment fund advised by the Investment Manager, owned 90.76% of the Company’s outstanding Units, with a value of $85,217,777.
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. In addition, each Member’s liability is generally limited to its investment in the Company.
Members may be admitted when permitted by the Board. Generally, Members will only be admitted as of the beginning of a calendar month, but may be admitted at any other time at the discretion of the Board. The minimum initial investment is $50,000, and additional contributions from existing Members may be made in a minimum amount of $25,000, although the Board may waive such minimums in certain cases.
No Member will have the right to require the Company to redeem its Units. Rather, the Board may, from time to time and in its complete and absolute discretion, cause the Company to offer to repurchase Units from Members pursuant to written requests by Members on such terms and conditions as it may determine. In determining whether the Company should offer to repurchase Units from Members pursuant to written requests, the Board will consider, among other things, the recommendation of the Investment Manager. The Investment Manager expects that it will recommend such repurchase offers twice a year, effective as of June 30th and December 31st. The repurchase amount will be determined by the Board in its complete and absolute discretion, but is expected to be no more than approximately 25% of the Company’s outstanding Units. The Board also will consider the following factors, among others, in making such determination: (i) whether any Members have requested that the Company repurchase Units; (ii) the liquidity of the Company’s assets; (iii) the investment plans and working capital requirements of the Company; (iv) the relative economies of scale with respect to the size of the Company; (v) the history of the Company in repurchasing Units; (vi) the conditions in the securities markets and economic conditions generally; and (vii) the anticipated tax consequences of any proposed repurchases of Units.
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”).
13
FEG Directional Access Fund LLC
Notes to Financial Statements (continued)
5. Members’ Capital (continued)
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 65 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.
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.
14
FEG Directional Access Fund LLC
Notes to Financial Statements (continued)
7. Credit Facility
Effective September 30, 2013 (the “Closing Date”), the Company entered into a $10 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 74 days the Company had outstanding borrowings under the LOC were 2.35% and $1,168,919, respectively. As of March 31, 2016, the unused amount of the LOC was $10,000,000.
Assets permitted as investment collateral include U.S. marketable obligations, bankers’ acceptance and certificates of deposit, money market accounts, demand deposits, and time deposits. Effective October 1, 2015, the LOC agreement was amended to change the scheduled commitment termination date (the “Termination Date”) to September 30, 2016. 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
FEG Equity Access Fund Ltd., an affiliated investment fund advised by the Investment Manager that invested all or substantially all of its assets in the Company, was liquidated on April 15, 2016. The majority of the assets of FEG Equity Access Fund Ltd. were subsequently transferred in-kind on April 15, 2016 to FEG Directional Access TEI Fund LLC, a recently formed limited liability company registered under the 1940 Act. Similar to FEG Equity Access Fund Ltd., FEG Directional Access TEI Fund LLC will invest all or substantially all of its assets in the Company. FEG Directional Access TEI Fund LLC will make its investment in the Company indirectly, by investing all or substantially all of its assets in FEG Directional Access TEI Fund LDC, a Cayman Islands Limited Duration Company, that in turn invests all or substantially all of its assets in the Company.
The Investment Manager evaluated subsequent events through the date the financial statements were issued, and concluded that, other than the event described above, there were no recognized or unrecognized subsequent events that required disclosure in or adjustment to the Company’s financial statements.
15
FEG Directional Access Fund LLC
Company Management
(unaudited)
The identity of the Board Members and brief biographical information as of March 31, 2016 is set forth below. The Company’s Statement of Additional Information includes additional information about the Board Members and is available, without charge, by calling 1-888-268-0333.
INDEPENDENT DIRECTORS |
Name, Date Of Birth,
And Address | Position(s)
Held
With The Company | Term Of
Office And Length Of Time Served | Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director | Number Of
Portfolios
In Fund
Complex
Overseen
By Director |
David Clark Hyland
August 13, 1963
6596 Madeira Hills Drive,
Cincinnati, OH 45243 | Director; Chairman of Audit Committee | Indefinite;
Since Inception | Associate Professor of Finance, Xavier University since 2008; Board of Advisors, Sterling Valuation Group, 2006-present. | 3 |
Gregory James Hahn
January 23, 1961
2565 Durbin Drive,
Carmel, IN 46032 | Director; Audit Committee Member | Indefinite; Since Inception | Chief Investment Officer, Portfolio Manager, Investment Strategy, Winthrop Capital Management, LLC since 2007; Trustee, Indiana Public Employee Retirement Fund, 2010-present; Trustee, Indiana State Teachers’ Retirement Fund, 2008-present. | 3 |
INTERESTED DIRECTORS AND OFFICERS |
Name, Date Of Birth,
And Address | Position(s)
Held
With The Company | Term Of
Office And Length Of Time Served | Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director Or Officer | Number Of
Portfolios
In Fund
Complex
Overseen
By Director
Or Officer |
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 and Portfolio Manager, 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 |
16
FEG Directional Access Fund LLC
Company Management (continued)
(unaudited)
INTERESTED DIRECTORS AND OFFICERS (continued) |
Name, Date Of Birth,
And Address | Position(s)
Held
With The Company | Term Of
Office And Length Of Time Served | Principal Occupation(s) During Past
5 Years And Other Directorships
Held By Director Or Officer | Number Of
Portfolios
In Fund
Complex
Overseen
By Director
Or Officer |
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, 2008-2012, Fund Evaluation Group, LLC. | 3 |
Ann Marie Swanson
November 18, 1965
Alaric Compliance Services, LLC
300 Baker Ave,
Suite 300
Concord, MA 01742 | Chief Compliance Officer | Indefinite; Since 2015 | Chief Compliance Officer of FEG Directional Access Fund LLC since 2015; Vice President and Chief Compliance Officer, Thomas Partners Investment Management, 2013-2015; Senior Vice President/Chief Compliance Officer, Althea Research and Management, Inc., 2010-2013. | 3 |
17
FEG Directional 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.
Approval of Investment Management and Sub-Advisory Agreements
At a meeting of the Board of the Company held on February 22, 2016, by a unanimous vote, the Board, including a majority of the Directors who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act (the “Independent Directors”), approved the continuation of the investment management agreement (the “Investment Management Agreement”) between the Investment Manager and the Company and the sub-advisory agreement among the Investment Manager, Sub-Adviser and the Company (the “Sub-Advisory Agreement”, and together with the Investment Management Agreement, the “Advisory Agreements”).
In advance of the meeting, the Directors requested and received extensive materials from the Investment Manager and Sub-Adviser to assist them in considering the approval of the Advisory Agreements. The materials provided by the Investment Manager and Sub-Adviser contained information including detailed comparative information relating to the performance, advisory fees and other expenses of the Company.
The Board engaged in a detailed discussion of the materials with management of the Investment Manager and Sub-Adviser. The Board then met in executive session with the counsel to the Independent Directors for a full review of the materials. Following this session, the meeting reconvened and after further discussion the Board determined that the information presented provided a sufficient basis upon which to approve the Advisory Agreements.
Discussion of Factors Considered
The Board considered, among other things: (1) the nature and quality of the advisory services rendered, including, the complexity of the services provided; (2) the experience and qualifications of the personnel providing such services; (3) the fee structure and the expense ratios in relation to those of other investment companies having comparable investment policies and limitations; (4) the direct and indirect costs that may be incurred by the Investment Manager, the Sub-Adviser and their affiliates in performing advisory services for the Company, the basis of determining and allocating these costs, and the estimated profitability to the Investment Manager and its affiliates in performing such services; (5) possible economies of scale arising from any anticipated growth of the Company and the extent to which these would be passed on to the Company; (6) other compensation or possible benefits to the Investment Manager, the Sub-Adviser and their affiliates arising from their advisory and other relationships with the Company; (7) possible alternative fee structures or bases for determining fees; (8) the fees charged by the Investment Manager and other investment managers to similar clients and in comparison to industry fees for similar services; (9) the allocation of total fees between the Investment Manager and the Sub-Adviser with respect to the Company; and (10) possible conflicts of interest that the Investment Manager and the Sub-Adviser may have with respect to the Company. It was noted that the Sub-Adviser does not perform similar services for other clients.
18
FEG Directional Access Fund LLC
Other Information (continued)
(unaudited)
The Board concluded that the nature, extent and quality of the services to be provided by the Investment Manager and the Sub-Adviser to the Company are appropriate and consistent with the terms of the Company’s Amended and Restated Limited Liability Company Operating agreements, that the quality of those services are anticipated to be consistent with industry norms and that the Company is likely to benefit from the Investment Manager’s and the Sub-Adviser’s management of the Company’s investment program.
The Board considered the historic performance of the Company and the performance of the Investment Manager’s other clients and concluded that the performance was in line with its relative peer group.
The Board also concluded that the Investment Manager and the Sub-Adviser had sufficient personnel, with the appropriate education and experience, to serve the Company effectively and have demonstrated their continuing ability to attract and retain qualified personnel.
The Board considered the anticipated costs of the services provided by the Investment Manager, and the compensation and benefits received by the Investment Manager in providing services to the Company. The Board reviewed the financial statements of the Investment Manager. In addition, the Board considered any direct or indirect revenues which may be received by the Investment Manager, the Sub-Adviser and their affiliates. The Board concluded that the Investment Manager’s anticipated fees and profits to be derived from its relationship with the Company in light of the Company’s expenses, were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other investment managers for managing comparable funds.
The Board also considered that the sub-advisory fee received by InterOcean reflected the overall value of services provided to the Company and to the Investment Manager, generally. The Board also concluded that the overall expense ratio of the Company was reasonable, taking into account the projected size of the Company and the quality of services provided by the Investment Manager.
The Board considered the extent to which economies of scale were expected to be realized relative to fee levels as the Company’s assets grow.
The Board considered all factors and no one factor alone was deemed dispositive. After further discussion the Board determined that the information presented provided a sufficient basis upon which to approve the Management Agreement and Sub-Advisory Agreement.
Conclusion
After receiving full disclosure of relevant information of the type described above, the Board of Directors of the Company concluded that the compensation and other terms of the Advisory Agreements were in the best interests of the Company’s Members.
19
FEG Directional Access Fund LLC
Privacy Policy
(unaudited)
In the course of doing business with shareholders, FEG Directional 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 it receives from shareholders on applications or other forms; |
| | ● | Information about shareholder transactions with the Fund and its service providers, or others; |
| | ● | Information it receives from consumer reporting agencies (including credit bureaus). |
What information does the Fund disclose and to whom does the Fund disclose information?
The Fund only discloses nonpublic personal information collected about shareholders as permitted by law. For example, the Fund may disclose nonpublic personal information about shareholders:
| | ● | To government entities, in response to subpoenas or to comply with laws or regulations. |
| | ● | When shareholders direct the Fund to do so or consent to the disclosure. |
| | ● | To companies that perform necessary services for the Fund, such as data processing companies that the Fund uses to process shareholders transactions or maintain shareholder accounts. |
| | ● | To protect against fraud, or to collect unpaid debts. |
| | ● | Information about former shareholders. |
If a shareholder closes its account, the Fund will adhere to the privacy policies and practices described in this notice.
How the Fund safeguards information
Within the Fund, access to nonpublic personal information about shareholders is limited to employees and in some cases to third parties (for example, the service providers described above), as permitted by law. The Fund and its service providers maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.
20
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 fiscal year 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 $60,000 for 2015 and $63,000 for 2016.
Audit-Related Fees
(b) The aggregate fees billed in the last fiscal year 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 2015 and $0 for 2016.
Tax Fees
(c) The aggregate fees billed in the last fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $41,460 for 2015 and $43,900 for 2016.
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 2015 and $0 for 2016.
(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 $151,220 for 2015 and $150,600 for 2016.
(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 Directional Access Fund LLC (the “Fund”) is a client of FEG Investors, LLC (the “Firm”). All proxy voting responsibilities of the Fund are performed by the Firm, with the assistance of the administrator of the Fund.
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 09, 2016:
| Name of Portfolio Manager | Title | Length of Time
of Service to
the Fund | Business Experience During the Past 5 Years |
| Gregory M. Dowling | Deputy Chief Investment Officer | Since Inception | Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2004 |
| J. Alan Lenahan | Deputy Chief Investment Officer | Since Inception | Managing Principal and Director of Hedged Strategies for Fund Evaluation Group since 2002 |
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
The following table provides information about portfolios and accounts, other than the Fund, for which the Portfolio Managers of the Investment Manager are primarily responsible for the day-to-day portfolio management as of March 31, 2016:
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 | $385,476,295 | 0 | $0 |
| | Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| | Other Accounts | 0 | $0 | 0 | $0 |
| | | | | | |
| J. Alan Lenahan | Registered Investment Companies | 1 | $385,476,295 | 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, 2016:
| Portfolio Manager | Dollar Range of Fund Shares Beneficially Owned |
| Gregory M. Dowling | $50,001-$100,000 |
| J. Alan Lenahan | $100,001-$500,000 |
(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 DIRECTIONAL ACCESS FUND LLC | |
| | | |
| By (Signature and Title)* | /s/ J. Alan Lenahan | |
| | J. Alan Lenahan, President | |
| | (principal executive officer) | |
| | | |
| Date | JUNE 09, 2016 | |
| | | |
| 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 09, 2016 | |
| | | |
| By (Signature and Title)* | /s/ Mary T. Bascom | |
| | Mary T. Bascom, Treasurer | |
| | (principal financial officer) | |
| | | |
| Date | JUNE 09, 2016 | |
* Print the name and title of each signing officer under his or her signature.
