June 30, 2015

June 30, 2015

X.X. Xxxxxx Access Multi-Strategy Fund, L.L.C.

000 Xxxx Xxxxxx

New York, NY 10017

Dear Sirs:

X.X. Xxxxxx Investment Management Inc, X.X. Xxxxxx Private Investments Inc., and JPMorgan Funds Management, Inc. (collectively, “JPMorgan Service Providers”) hereby agree to waive fees owed to each JPMorgan Service Provider or to reimburse the Fund listed on Schedule A for the time periods so indicated. The JPMorgan Service Providers will waive fees or reimburse expenses to the extent total operating expenses exceed the rate indicated on Schedule A on an annualized basis of the Fund’s net assets as of the end of each month. This expense limitation does not include acquired fund fees and expenses, dividend and xxxxxxxx⁰ expenses on securities sold short, interest, brokerage commissions, taxes, expenses related to litigation and potential litigation, any performance allocation and extraordinary expenses not incurred in the ordinary course of the Fund’s business.

The JPMorgan Service Providers understand and intend that the Fund will rely on this agreement in preparing and filing their registration statements on Form N-2 and in accruing the Fund’s expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Fund to do so.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

X.X. Xxxxxx Investment Management Inc. JPMorgan Funds Management, Inc.						X.X. Xxxxxx Private Investments Inc.
By:		Xxxxxx X. Xxxxx Managing Director				By:

Accepted by:

X.X. Xxxxxx Access Multi-Strategy Fund, L.L.C.

By:     Xxxxx X. Del Xxxxx

            Treasurer

¹  In calculating the interest expense on short sales for purposes of this exclusion, the Fund will recognize all economic elements of interest costs, including premium and discount adjustments.

SCHEDULE A

Fund Name		Expense Cap		Expense Cap Period End
X.X. Xxxxxx Access Multi-Strategy Fund, L.L.C.		1.92%		June 30, 2016