0000950123-10-080792 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC • New York

INVESTMENT MANAGEMENT AGREEMENT to be effective as of the 25th day of August, 2010 between J.P. MORGAN ACCESS MULTI-STRATEGY FUND, L.L.C., a Delaware limited liability company (the “Fund”), and J.P. MORGAN INVESMENT MANAGEMENT, INC., a Delaware corporation (the “Investment Manager”).

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AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC • Delaware

THIS AMENDMENT is made as of April 26, 2010, by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”) and J.P. MORGAN MULTI-STRATEGY FUND, L.L.C., a Delaware Limited Liability Company (the “Fund”).

ACCOUNTING AND INVESTOR SERVICES AGREEMENT
Accounting and Investor Services Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC

THIS AGREEMENT is made as of August 25, 2010 (the “Effective Date”) by and between J.P. MORGAN ACCESS MULTI-STRATEGY FUND, L.L.C., a Delaware limited liability company (the “Fund”), and BNY MELLON INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“BNYM”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC

THIS AGREEMENT is made as of August 25, 2010 (the “Effective Date”) by and between JPMORGAN FUNDS MANAGEMENT, INC., a Delaware corporation (the “Administrator”), and BNY MELLON INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (the “Sub-Administrator”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

INVESTMENT SUB-ADVISORY AGREEMENT between
Jp Morgan Access Multi-Strategy Fund LLC • August 25th, 2010 • New York

INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 25th day of August, 2010, between J.P. Morgan Investment Management Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and J.P. Morgan Private Investments Inc. (“Subadviser”), a corporation organized and existing under the laws of the State of Delaware.

ADMINISTRATION AGREEMENT
Administration Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC • Delaware

AGREEMENT dated as of the 25th day of August, 2010 by and between J.P. Morgan Access Multi-Strategy Fund L.L.C. (referred to herein as the “Trust”) on behalf of itself and each for the Funds defined below, each having its principal place of business at 245 Park Avenue, New York, New York 10167, and JPMorgan Funds Management, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240.

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC • New York

AGREEMENT made as of the 25th day of August, 2010 by and between J.P Morgan Multi-Strategy Fund, L.L.C., a Delaware limited liability company (the “Fund”), and J.P. Morgan Investment Management, Inc., a Delaware corporation (“JPMIM”):

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • August 25th, 2010 • Jp Morgan Access Multi-Strategy Fund LLC

THIS AMENDMENT dated as of August 25, 2010 (“Effective Date”) is made to the Escrow Agreement dated as of May 26, 2004, by and among J.P. MORGAN ACCESS MULTI-STRATEGY FUND, L.L.C., a Delaware limited liability company (the “Fund”), J.P. MORGAN ALTERNATIVE ASSET MANAGEMENT, INC., a Delaware corporation (“JPAM”), and BNY MELLON INVESTMENT SERVICING (U.S.) INC. (formerly, PFPC INC.), a Massachusetts corporation (the “Escrow Agent”), as amended (the “Agreement”).

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