0001398344-12-001223 Sample Contracts

CUSTODY AGREEMENT Dated April 1, 2012 Between UMB BANK, N.A. And FEG INVESTORS, LLC
Custody Agreement • April 2nd, 2012 • FEG Equity 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 FEG Investors, LLC, a Delaware limited liability company, on behalf of itself and the FEG Equity Access Fund LLC (the “Fund”).

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FEG EQUITY ACCESS FUND LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • April 2nd, 2012 • FEG Equity Access Fund LLC • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of FEG Equity Access Fund LLC (the “Company”) is made effective as of March 12, 2010 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 ESCROW AGREEMENT
Escrow Agreement • April 2nd, 2012 • FEG Equity Access Fund LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 1st day of April, 2012, by and between FEG Equity Access Fund LLC a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as record keeper (“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”).

AMENDED AND RESTATED ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • April 2nd, 2012 • FEG Equity Access Fund LLC • Wisconsin

THIS AMENDED AND RESTATED AGREEMENT is made as of the 1st day of April, 2012, by and between FEG Equity 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 • April 2nd, 2012 • FEG Equity Access Fund LLC • Delaware

AGREEMENT, dated as of April 1, 2012 by and among FEG Equity Access Fund LLC (the “Fund”), FEG Investors, LLC (the “Adviser”), and InterOcean Capital, LLC (the “Sub-Adviser”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT FEG EQUITY ACCESS FUND LLC
Investment Management Agreement • April 2nd, 2012 • FEG Equity Access Fund LLC • Delaware

AGREEMENT, made as of April 1, 2012 between FEG Equity Access Fund LLC, a Delaware limited liability company (the “Company”), and FEG Investors, LLC, a Delaware limited liability company (the “Investment Manager”).

FEG EQUITY ACCESS FUND LLC AMENDMENT OF LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • April 2nd, 2012 • FEG Equity Access Fund LLC

WHEREAS, pursuant to Section 8.1(a) of the March 12, 2010 Limited Liability Company Operating Agreement (the “Agreement”) of FEG Equity Access Fund LLC (the “Company”), this Amendment to that Agreement has been consented to in writing by the Board of Directors (the “Board”) of the Company.

FEG EQUITY ACCESS FUND LLC AMENDMENT OF LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • April 2nd, 2012 • FEG Equity Access Fund LLC

WHEREAS, pursuant to Section 8.1(a) of the March 12, 2010 Limited Liability Company Operating Agreement (the “Agreement”) of FEG Equity 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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