AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT is made as of September 1, 2016, by and
between X.X. Xxxxxx Investment Management Inc. and X.X.
Xxxxxx Private Investments Inc. to the Investment Sub-
Advisory Agreement dated August 24, 2011 relating to the
X.X. Xxxxxx Access Multi-Strategy Fund II (the
"Agreement").
WHEREAS, the parties hereto wish to amend the
Agreement to lower the sub-advisory fee from 1.10% to
0.85%.
NOW, THEREFORE, in consideration of the mutual
premises and covenants herein set forth, the parties agree
as follows:
1. Capitalized terms not otherwise defined herein shall
have the same meaning as are set forth in the
Agreement.
2. As of the date of the Amendment, Appendix A in the
Agreement is replaced with new Appendix A attached
hereto.
3. Other than as amended herein, the Agreement remains in
full force and effect.
4. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective
successors and permitted assigns.
5. This Amendment may be executed in one or more
counterparts, each of which will be deemed an
original, but all of which together shall constitute
one and the same instrument.
* * * *
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly authorized officers
as of the day and year first above written.
X.X. Xxxxxx Investment Management Inc.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Managing Director
X.X. Xxxxxx Private Investments Inc.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Appendix A
For the services provided by Subadviser to the Fund,
pursuant to the attached Investment Sub-Advisory Agreement,
the Investment Manager will pay the Subadviser a fee,
computed and payable monthly, based on the month-end net
asset value of the Fund as determined by the Fund's
accounting agent at the following annual rate:
FUND RATE
X.X. Xxxxxx Access Multi-Strategy Fund II 0.85%