0001193125-11-231201 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II • New York

AGREEMENT, dated as of , 2011, between J.P. Morgan Access Multi-Strategy Fund II, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 270 Park Avenue, 6th Floor, New York, New York 10017 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II • New York

INVESTMENT MANAGEMENT AGREEMENT to be effective as of the 24 day of August, 2011 between J.P. MORGAN ACCESS MULTI-STRATEGY FUND, II, a Delaware statutory trust (the “Fund”), and J.P. MORGAN INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Investment Manager”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II • New York

AGREEMENT made as of the 24 day of August, 2011 by and among J.P Morgan Access Multi-Strategy Fund II, a Delaware statutory trust (the “Fund”), J.P. Morgan Investment Management, Inc., a Delaware corporation (“JPMIM”), and J.P. Morgan Private Investments Inc., a Delaware corporation (“JPMPI”) :

ADMINISTRATION AGREEMENT
Administration Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II • Delaware

AGREEMENT dated as of the [ ] day of [ ], 2011 by and between J.P. Morgan Access Multi-Strategy Fund II (referred to herein as the “Fund”) having its principal place of business at 270 Park Avenue, 6th Floor, New York, New York 10017, and JPMorgan Funds Management, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 270 Park Avenue, New York, New York 10017.

ACCOUNTING AND INVESTOR SERVICES AGREEMENT
Accounting and Investor Services Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II

THIS AGREEMENT (the “Agreement”) is made as of , 2011 by and between J.P. MORGAN ACCESS MULTI-STRATEGY FUND II, a Delaware statutory trust (the “Fund”), and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNYM”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

INVESTMENT SUB-ADVISORY AGREEMENT between
Investment Sub-Advisory Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II • New York

INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 24 day of August, 2011, between J.P. Morgan Investment Management Inc. (the “Investment Manager”), 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.

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • August 25th, 2011 • J.P. Morgan Access Multi-Strategy Fund II

THIS AGREEMENT is made as of , 2011 by and between JPMORGAN FUNDS MANAGEMENT, INC., a Delaware corporation (the “Administrator”), and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (the “Sub-Administrator”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

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