November 15, 2017 Goldman Sachs Trust II

EX-99.(h)(19)

Execution Version

November 15, 2017

Xxxxxxx Xxxxx Trust II

000 Xxxx Xxxxxx

New York, New York 10282

Re: Waiver of Portion of Management Fees in Connection with Investments in Cayman Commodity-MMA IV, Ltd.

Dear Sir or Madam:

Reference is made to the Management Agreement by and among Xxxxxxx Xxxxx Asset Management, L.P. (“GSAM”), Xxxxxxx Xxxxx Asset Management International and Xxxxxxx Xxxxx Trust II, a statutory trust organized under the laws of Delaware (the “Trust”), dated April 16, 2013 (as further amended, restated or otherwise modified from time to time, the “Management Agreement”).

Pursuant to the Management Agreement, the Trust pays, for and on behalf of the Xxxxxxx Xxxxx Multi-Manager Alternatives Fund, a series thereof (the “Fund”), an investment management fee to GSAM as specified in such agreement (the “Fund Management Fee”).

The Trust, for and on behalf of the Fund, intends to invest in Cayman Commodity-MMA IV, Ltd., a Cayman Islands exempted company (the “Subsidiary”) in respect of which GSAM (i) provides management services and (ii) receives a management fee (the “Subsidiary Management Fee”) pursuant to a management agreement by and between the Subsidiary and GSAM dated November 15, 2017 (as amended, restated or otherwise modified from time to time, the “Subsidiary Agreement”).

In consideration of the Subsidiary Management Fee paid by the Subsidiary in which the Trust invests for and on behalf of the Fund, and for as long as the Subsidiary Agreement remains in effect, GSAM agrees to waive irrevocably all or any portion of the Fund Management Fee that would otherwise be paid by the Trust for and on behalf of the Fund to GSAM in any period in an amount equal to the amount of the Subsidiary Management Fee, if any, actually paid by the Subsidiary to GSAM under the Subsidiary Agreement during such period.

This letter modifies the terms of the Management Agreement and to the extent of any conflict between the terms of this letter agreement and the terms of such agreement, the terms of this letter agreement will prevail. This letter agreement and the rights and obligations of the parties hereunder will be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of New York without regard to the choice of law or conflicts of law principles thereof that would result in the application of the law of any other jurisdiction.

Please confirm your understanding of and agreement with the subject matter herein by returning an originally executed copy of this letter agreement to the address first written above.

Very truly yours,
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director

ACKNOWLEDGED AND AGREED
XXXXXXX XXXXX TRUST II, for and on behalf of
XXXXXXX XXXXX MULTI-MANAGER ALTERNATIVES FUND, a series thereof
By:		/s/ Xxxxx XxXxxx
Name: Xxxxx XxXxxx
Title:   Treasurer, Senior Vice President and Principal             Financial Officer