AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
THIS AMENDMENT is made as of September 1, 2016, by and
between JPMorgan Access Multi-Strategy Fund II and X.X.
Xxxxxx Investment Management Inc. to the Investment
Management Agreement dated August 24, 2011 (the
"Agreement").
WHEREAS, the parties hereto wish to amend the
Agreement to reduce the advisory fee from 1.25% to 1.00%.
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, Section 7(a) of the
Agreement is hereby deleted and replaced in its
entirety with the following:
"The Fund shall pay the Investment Manager as
full compensation for the services performed by
the Investment Manager a fee of 1.00% per year
(the "Management Fee") payable monthly at a rate
of 1/12 of 1.00% of the Fund's month-end net
asset value, before giving effect to repurchases,
repurchase fees (if any), and after giving effect
to other expenses. The Management Fee shall be
appropriately prorated in the event that this
Agreement becomes effective as of a date other
than the beginning of a month or terminates as of
a date other than the end of a month."
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.
JPMorgan Access Multi-Strategy Fund II
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Assistant Treasurer
X.X. Xxxxxx Investment Management Inc.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Managing Director
