0001144204-10-044163 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2010, by and between __________________, a _______________ [limited partnership][limited liability company] (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

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FEG ABSOLUTE ACCESS FUND LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of FEG Absolute Access Fund LLC (the “Company”) is made effective as of January 18, 2008 by and among each Director, whether a signatory hereto or who otherwise agrees to be bound by the terms hereof and serve as Director, the Investment Manager as “Initial Member”, and each person hereinafter admitted to the Company and reflected on the books of the Company as a Member.

AMENDED AND RESTATED ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC • Wisconsin

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made as of this __ day of _____, 2010, by and between FEG Absolute Access Fund, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC • Delaware

AGREEMENT, dated as of ___________, 2010 by and among FEG Absolute Access Fund (the “Fund”), FEG Investors, LLC (the “Adviser”), and InterOcean Capital, LLC (the “Sub-Adviser”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT FEG ABSOLUTE ACCESS FUND LLC
Investment Management Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC • Delaware

AMENDED AND RESTATED AGREEMENT, made as of ________, 2010 between FEG Absolute Access Fund LLC, a Delaware limited liability company (the “Company”), and FEG Investors, LLC, a Delaware limited liability company (the “Investment Manager”).

CUSTODY AGREEMENT Dated ______________, 20__ Between UMB BANK, N.A. and [FAMILY OF MUTUAL FUNDS]
Custody Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and ___________________, a ________________________, on behalf of itself and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

FEG ABSOLUTE ACCESS FUND LLC AMENDMENT OF LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • August 16th, 2010 • Feg Absolute Access Fund LLC

WHEREAS, pursuant to Section 8.1(a) of the January 18, 2008 Limited Liability Company Operating Agreement (the “Agreement”) of FEG Absolute Access Fund LLC (the “Company”), this Amendment to that Agreement has been consented to in writing by a majority of the Membership of the Company;

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