Common use of Authority and Duties of the Investment Manager Clause in Contracts

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Real Estate Income Master Fund (the “Master Fund”), which will primarily invest in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debt. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets assets, directly or indirectly, primarily in Blackstone Real Estate Income Master Fund investment partnerships, managed funds, securities and other assets held in segregated accounts and other investment funds (collectively, “Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Master FundInvestment Company Act”), which will primarily but that invest or trade in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine securities and other forms of debtfinancial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its the Board of TrusteesTrustees of the Master Fund, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Real Estate Income Alternative Alpha Master Fund (the “Master Fund”), which will primarily invest invests, directly or indirectly, in liquid investments investment partnerships, managed funds, securities and other assets held in public segregated accounts and private real estate debtother investment funds (collectively, including“Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine that invest or trade in securities and other forms of debtfinancial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will (i) manage the investment and reinvestment of the Fund’s assetsassets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (ii) provide research and analysis relative to the investment program and objectives of the Fund; (iii) determine (subject to the overall supervision and review of the board of directors (the “Board of Directors” and each member of the Board of Directors, determine a “Director”) of the Fund) what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, in cash or cash equivalents; and (iv) continuously review, supervise supervise, and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Real Estate Income AMG Pantheon Private Equity Master Fund Fund, LLC (the “Master Fund”), which will primarily invests, directly or indirectly, in private equity investments, including primary and secondary investments in private equity, infrastructure, and other private asset funds (collectively, “Investment Funds”) and co-investments in portfolio companies. The Master Fund may also invest in liquid investments exchange-traded funds. The Investment Funds and portfolio companies in public which the Master Fund expects to invest are not registered or required to register as investment companies under the Investment Company Act and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debtare managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of TrusteesDirectors, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will (i) manage the investment and reinvestment of the Fund’s assetsassets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (ii) provide research and analysis relative to the investment program and objectives of the Fund; (iii) determine (subject to the overall supervision and review of the board of directors (the “Board of Directors” and each member of the Board of Directors, determine a “Director”) of the Fund) what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, in cash or cash equivalents; and (iv) continuously review, supervise supervise, and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Real Estate Income Master private equity investments, including primary and secondary investments in private equity, infrastructure, and other private asset funds (collectively, “Investment Funds”) and co-investments in portfolio companies. The Fund (the “Master Fund”), which will primarily may also invest in liquid investments exchange-traded funds. The Investment Funds and portfolio companies in public which the Fund expects to invest are not registered or required to register as investment companies under the Investment Company Act and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debtare managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of TrusteesDirectors, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by primarily investing and reinvesting its assets primarily in Blackstone Real Estate Income Master Fund (the “Master Fund”), which will primarily invest in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debt. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will (i) manage the investment and reinvestment of the Fund’s assetsassets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (ii) provide research and analysis relative to the investment program and objectives of the Fund; (iii) determine (subject to the overall supervision and review of the Fund’s board of trustees (the “Board of Trustees” and each member of the Board of Trustees, determine a “Trustee”) what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, in cash or cash equivalents; and (iv) continuously review, supervise supervise, and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Real Estate Income Master Fund (the “Master Fund”), which will primarily invest in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debt. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets assets, directly or indirectly, primarily in Blackstone Real Estate Income Master Fund investment partnerships, managed funds, securities and other assets held in segregated accounts and other investment funds (collectively, “Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Master FundInvestment Company Act”), which will primarily but that invest or trade in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine securities and other forms of debtfinancial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (v) maintaining the Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Investment Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.