August 24, 2012

August 24, 2012

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 expenses on securities sold short, interest, brokerage commissions, taxes, expenses related to litigation and potential litigation, any performance allocation, extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses related to the X.X. Xxxxxx Funds’ Board of Trustees deferred compensation plan.

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
		/s/ Xxxxxxxx X. Xxxxxxx				/s/ Xxxxxxx Xxxxx
By:		Xxxxxxxx X. Xxxxxxx Managing Director				By:		Xxxxxxx Xxxxx Executive Director
Accepted by: X.X. Xxxxxx Access Multi-Strategy Fund, L.L.C.
		/s/ Xxxxxxx Xxxxxxx
By:		Xxxxxxx Xxxxxxx Treasurer

SCHEDULE A

Fund Name		Expense Cap		Expense Cap Period End
X.X. Xxxxxx Access Multi-Strategy Fund, L.L.C.		1.92%		March 31, 2014