Common use of Role of Sub-Adviser Clause in Contracts

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth in this Agreement. Without limiting the generality of the preceding sentence, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge and agree that the various investment advisory and other services as set forth in this Agreement to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in a manner that the Adviser and the Sub-Adviser shall agree in writing (the “Allocated Portion”). Initially, the entire Allocated Portion will be held in a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

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Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth in this Agreement. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (the “StrategyInvestment Guidelines”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all, a manner that portion, or none of the Adviser and Fund’s assets allocated to the Sub-Adviser, leverage utilized by the Sub-Adviser shall agree in writing pursuant to the Investment Guidelines, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdraws by the Adviser therefrom (the “Allocated Portion”). Initially, the entire Allocated Portion will be held in a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such its appointment and agrees during such periodagrees, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth in this Agreement for the compensation stated hereinreferenced in Section 6 of this Agreement. The Sub-Adviser shall for all purposes herein of this Agreement be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Adviser or the Fund in any way.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund), Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund), Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion assets of the Fund allocated to it, which assets shall include cash, cash equivalents, investments, reinvestments, proceeds from the ownership, sale or disposition of any assets, securities, instruments or other property held in the Fund (as defined belowand allocated to the Sub-Adviser) (including all dividends and interest on such assets, securities, instruments or other property, all appreciation in the value thereof and less depreciation in the value thereof), in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). InitiallyThe Sub-Adviser may also execute trades for investments generated by, and at the direction of, the entire Adviser (such investments, “Execution Investments”). The Sub-Adviser will receive no compensation with respect to such investments and such investments are not considered part of the Allocated Portion other than to the extent necessary to execute such trades. The Sub-Adviser will be held in a generally provide the various investment advisory and other services with respect to the Allocated Portion to wholly-owned subsidiary subsidiaries of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), Ltd and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the SubBlackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund III LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Sub Advisory Agreement, Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth in this Agreement. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “StrategyInvestment Guidelines”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in a manner that the Adviser and the Sub-Adviser shall agree in writing (the “Allocated Portion”). InitiallyThe Adviser expects to establish portfolio allocation targets on a quarterly basis and generally has discretion to reduce or increase the Fund’s allocation to a particular strategy as it deems appropriate; provided, that (a) the entire Allocated Portion will shall initially be held in a wholly-owned subsidiary between 20% and 40% of the Fund, which shall initially be Blackstone Alternative Multi’s gross assets and (b) the Adviser will use commercially reasonable efforts to give the Sub-Strategy Sub Fund II Ltd. (the “Subsidiary”), Adviser a reasonable opportunity to review and references comment on any changes to the “Fund” in this Agreement shall be construed allocation target applicable to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser. In addition, the Adviser will not cause any portion of reserves the Allocated Portion right to be held in any entity other than add strategies or managers as desired, subject to the SubsidiaryTermination Trigger (as defined below). The Sub-Adviser hereby accepts such its appointment and agrees during such periodagrees, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth in this Agreement for the compensation stated hereinreferenced in Section 5 of this Agreement. The Sub-Adviser shall for all purposes herein of this Agreement be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Adviser or the Fund in any way.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund), Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund), Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms hereinafter set forth in this Agreementforth. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. III L.L.C. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 3 contracts

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds), Sub Advisory Agreement (Blackstone Alternative Investment Funds), Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of a portion of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (collectively, the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). InitiallyFor purposes of this Agreement, except as otherwise noted, the entire Allocated Portion shall refer to the combined portion of Fund assets to which the Sub-Adviser provides advisory services attributable to (a) the separate portfolio utilizing a statistical arbitrage strategy that was initially funded in May 2021 (the “Statistical Arbitrage Allocated Portion”), and (b) the separate portfolio utilizing a risk arbitrage strategy (the “PRA Allocated Portion”). For the avoidance of doubt, even where referred to jointly as the “Allocated Portion” the Sub-Adviser will act with respect to each of the Stat Arb Allocated Portion and the PRA Allocated Portion as though it were advising a separate investment company. For instance, compliance monitoring described herein shall be held in done separately for each of the Stat Arb Allocated Portion and the PRA Allocated Portion and reporting described further herein shall be separate for each of the two strategies as well. The Sub-Adviser may provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd, and Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. As context requires, references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Subwholly-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiaryowned subsidiaries. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties Adviser and the Sub-Adviser acknowledge and agree that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets (or the assets of a subsidiary of the Fund, as applicable) that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (or Fund subsidiary’s assets) (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds), Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the general oversight and direction of the Adviser and the Board, for the period and on the terms hereinafter set forth in this Agreementforth. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in directly to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. IV L.L.C. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the general oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Allocated Portion (as defined below) of the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) portion of the assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely only to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. As context requires, references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund II Ltd.; Blackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms hereinafter set forth in this Agreementforth. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. IV L.L.C. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds), Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms hereinafter set forth in this Agreementforth. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets (or assets of a subsidiary of the Fund, as applicable) that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (or Fund subsidiary’s assets) (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Manager Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. III L.L.C. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way. The Adviser recognizes that the Sub-Adviser and its affiliates have investments of their own and are acting as investment managers for others and that, except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to require the Sub-Adviser to devote any minimum amount of time or attention to the management of the Allocated Portion. The Adviser and Sub-Adviser hereby acknowledge and agree that to the extent the Sub-Adviser provides the various investment advisory and other services with respect to the Allocated Portion to a wholly-owned subsidiary of the Fund, it will do so pursuant to the same terms, conditions, duties, and obligations that would be applicable if it provided such services directly to the Fund.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds), Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms hereinafter set forth in this Agreementforth. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Manager Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. III L.L.C. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way. The Adviser recognizes that the Sub-Adviser and its affiliates have investments of their own and are acting as investment managers for others and that, except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to require the Sub-Adviser to devote any minimum amount of time or attention to the management of the Allocated Portion.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties Sub-Adviser and the Adviser acknowledge and agree that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services in accordance with the terms hereof and to assume the obligations herein set forth for the compensation stated hereinherein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time time, provided, that the Sub-Adviser shall only provide advice and trade on behalf of the Fund with respect to commodity interests (as defined in writing U.S. Commodity Futures Trading Commission Regulation 1.3 (“Commodity Interests”)) and shall not provide any investment advice regarding, and shall not trade in, securities (as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to Blackstone Alternative Multi-Strategy Sub Fund II Ltd., a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Allocated Portion (as defined below) of the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) portion of the assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely only to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire investment advisory and other services with respect to the Allocated Exhibit d.23 Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. As context requires, references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund II Ltd.; Blackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth in this Agreement. Without limiting the generality of the preceding sentence, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge and agree that the various investment advisory and other services as set forth in this Agreement to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in a manner that the Adviser and the Sub-Adviser shall agree in writing (the “Allocated Portion”). Initially, the entire Allocated Portion will be held in a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Manager Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties Adviser and the Sub-Adviser acknowledge and agree that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets (or assets of a subsidiary of the Fund, as applicable) that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (or Fund subsidiary’s assets) (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. III L.L.C. (the SubsidiarySub Fund III”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way. The Adviser acknowledges and agrees that the Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Allocated Portion or that the Allocated Portion will perform comparably with any standard or index or on an absolute basis, including other clients of Sub-Adviser, whether public or private. The Adviser and Sub-Adviser hereby acknowledge and agree that to the extent the Sub-Adviser provides the various investment advisory and other services with respect to the Allocated Portion to a wholly-owned subsidiary of the Fund, it will do so pursuant to the same terms, conditions, duties, and obligations that would be applicable if it provided such services directly to the Fund.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). InitiallyThe Sub-Adviser may also execute trades for investments generated by, and at the direction of, the entire Adviser (such investments “Execution Investments”). The Sub-Adviser will receive no compensation with respect to such investments and such investments are not considered part of the Allocated Portion other than to the extent necessary to execute such trades. The Sub-Adviser will be held in generally provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser Exhibit d.18 shall agree in writing from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties Adviser and the Sub-Adviser acknowledge and agree that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets (or assets of a subsidiary of the Fund, as applicable) that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (or Fund subsidiary’s assets) (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Manager Sub Fund II Ltd. III L.L.C. (the SubsidiarySub Fund III”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way. The Adviser acknowledges and agrees that the Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Allocated Portion or that the Allocated Portion will perform comparably with any standard or index or on an absolute basis, including other clients of Sub-Adviser, whether public or private. The Adviser and Sub-Adviser hereby acknowledge and agree that to the extent the Sub-Adviser provides the various investment advisory and other services with respect to the Allocated Portion to a wholly-owned subsidiary of the Fund, it will do so pursuant to the same terms, conditions, duties, and obligations that would be applicable if it provided such services directly to the Fund.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

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Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time time, provided, that the Sub-Adviser shall only provide advice and trade on behalf of the Fund with respect to commodity interests (as defined in writing the U.S. Commodity Futures Trading Commission Regulation 1.3 (“Commodity Interests”)) and, notwithstanding any references to securities or other interests herein, shall not provide any investment advice regarding, and shall not trade in, securities (as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) until and unless they are registered as an investment adviser under the Advisers Act (collectively the “Strategy”). For the avoidance of doubt, references to “instruments” herein shall include securities to the extent applicable in accordance with the immediately preceding sentence. The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets (or assets of a subsidiary of the Fund, as applicable) that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (or Fund subsidiary’s assets) (the “Allocated Portion”). Initially, The Sub-Adviser will provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)III L.L.C., and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiaryhowever, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, Adviser is also permitted to provide such services at the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryFund level. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way. The Adviser recognizes that the Sub-Adviser and its affiliates have investments of their own and are acting as investment managers for others and that, except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to require the Sub-Adviser to devote any minimum amount of time or attention to the management of the Allocated Portion. The Adviser and Sub-Adviser hereby acknowledge and agree that to the extent the Sub-Adviser provides the various investment advisory and other services with respect to the Allocated Portion to a wholly-owned subsidiary of the Fund, it will do so pursuant to the same terms, conditions, duties, and obligations that would be applicable if it provided such services directly to the Fund.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the general oversight and direction of the Adviser and the Board, for the period and on the terms hereinafter set forth in this Agreementforth. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (Ltd., Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. The Allocated Portion may take the “Subsidiary”), and references form of synthetic exposure to the Strategy obtained through the use of one or more (a) total return swaps (a Basket Swap”) through which the Fund, or a wholly-owned subsidiary thereof, makes payments to a counterparty in exchange for receiving from the counterparty payments that reflect the return of a “basketof securities, derivatives, and/or commodity interests representing the Strategy, or a component thereof and/or (b) structured notes (a “Basket Note”) through which the Fund, or a wholly-owned subsidiary thereof, purchases a note from an issuer in this Agreement shall be construed to include or refer to exchange for receiving from the Subsidiary, as issuer payments that reflect the context requires. The Adviser agrees that, without the prior written consent return of an account through which the Sub-AdviserAdviser manages a portfolio reflecting a basket of securities, derivatives, and/or commodity interests representing the Adviser will not cause any portion of Strategy, or a component thereof. Where the Allocated Portion takes the form of a Basket Swap(s) and/or Basket Note(s), the defined term “Allocated Portion” shall, where necessary or appropriate to be give the same effect to the provision as if the Strategy were otherwise implemented, refer to not only the securities or other instruments held in the Allocated Portion but also the securities or other instruments comprising or held in any entity other than basket or account that serves as the Subsidiaryreference, hedging account or collateral for any such Basket Swap or Basket Note. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the general oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth in this Agreement. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree agree, in writing, from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Adviser and the entire Sub-Adviser agree that the initial Allocated Portion will as of the effective date of this Agreement shall be held in at least $100 million. The Sub-Adviser may provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwiseotherwise agreed between the parties in writing), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Allocated Portion (defined below) of the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely only to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (Ltd., Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. As the “Subsidiary”)context requires, and references to the “Fund” in this Agreement shall be construed to include or refer Blackstone Alternative Multi-Strategy Sub Fund II Ltd., Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. The Allocated Portion may take the form of synthetic exposure to the SubsidiaryStrategy obtained through the use of one or more (a) total return swaps (a “Basket Swap”) through which the Fund, as or a wholly-owned subsidiary thereof, makes payments to a counterparty in exchange for receiving from the context requires. The Adviser agrees thatcounterparty payments that reflect the return of a “basket” of securities, without derivatives, and/or commodity interests representing the prior written consent Strategy, or a component thereof and/or (b) structured notes (a “Basket Note”) through which the Fund, or a wholly-owned subsidiary thereof, purchases a note from an issuer in exchange for receiving from the issuer payments that reflect the return of an account through which the Sub-AdviserAdviser manages a portfolio reflecting a basket of securities, derivatives, and/or commodity interests representing the Adviser will not cause any portion of Strategy, or a component thereof. Where the Allocated Portion takes the form of a Basket Swap(s) and/or Basket Note(s), the defined term “Allocated Portion” shall, where necessary or appropriate to be give the same effect to the provision as if the Strategy were otherwise implemented, refer to not only the securities or other instruments held in the Allocated Portion but also the securities or other instruments comprising or held in any entity other than basket or account that serves as the Subsidiaryreference, hedging account or collateral for any such Basket Swap or Basket Note. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a subprovide non-discretionary investment adviser for advisory services to the FundAdviser, subject to the oversight and direction of the Adviser and the Board, for so long as this Agreement remains in effect. The non-discretionary services provided by Sub-Adviser will apply to the period portion of Fund assets that the Adviser shall from time to time designate (the “Allocated Portion”), which may be increased or decreased by the Adviser at any time in its sole discretion. The Sub-Adviser shall consult the Adviser with respect to the Fund’s purchase and sale of securities, derivatives, and/or other investments. For the avoidance of doubt, the Adviser will retain all trading authority and discretion over the Allocated Portion. Further, neither the execution of this Agreement nor the execution of transactions on the terms set forth in this Agreement. Without limiting the generality behalf of the preceding sentence, Fund based on investment advice from the Sub-Adviser shall manage obligate the Adviser, the Fund, or any affiliate thereof to proceed with any further investment advice from Sub-Adviser, and reinvestment of the Allocated Portion (as defined below) Adviser shall make such determination with respect to further investment advice in its sole discretion. Sub-Adviser shall provide non- discretionary investment advisory services in accordance with such investment consulting strategies and within such limitations limitations, as the Adviser and the Sub-Adviser shall agree from time to time as described in writing Appendix A (the “Consulting Strategy”). The parties acknowledge and agree that the various investment advisory and other services as set forth in this Agreement to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that Adviser or the Board shall from time to time designate in a manner that the Adviser and the Sub-Adviser shall agree in writing (the “Allocated Portion”). Initially, the entire Allocated Portion will be held in a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 4 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time time, provided, that the Sub-Adviser shall only provide advice and trade on behalf of the Fund with respect to commodity interests (as defined in writing the U.S. Commodity Futures Trading Commission Regulation 1.3 (“Commodity Interests”)) and, notwithstanding any references to securities or other interests herein, shall not provide any investment advice regarding, and shall not trade in, securities (as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) until and unless they are registered as an investment adivser under the Advisers Act (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be including, without limitation: Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, the entire The Allocated Portion shall refer to the combined portion of Fund assets attributable to (a) the separate portfolio of REITs that was initially funded in 2020 (the “REIT Allocated Portion”), (b) any separate portfolio of assets that has been allocated by the Adviser to the Sub-Adviser and that was previously managed by another sub-adviser that will be held in no longer actively manage assets on behalf of the Fund (the “Successor Manager Allocated Portion”), and (c) all other assets to which the Sub-Adviser provides advisory and other services (the “Core Allocated Portion”). The Sub-Adviser may provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requiresand/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. The Adviser agrees that, without the prior written consent All of the Sub-Adviser, the Adviser will not cause any portion part of the Allocated Portion may take the form of synthetic exposure to be the Strategy obtained through the use of one or more (a) total return swaps (a “Basket Swap”) through which the Fund, or a wholly-owned subsidiary thereof, makes payments to a counterparty in exchange for receiving from the counterparty payments that reflect the return of a “basket” of securities, derivatives, and/or commodity interests representing the Strategy, or a component thereof and/or (b) structured notes (a “Basket Note”) through which the Fund, or a wholly-owned subsidiary thereof, purchases a note from an issuer in exchange for receiving from the issuer payments that reflect the return of an account through which the Sub-Adviser manages a portfolio reflecting a basket of securities, derivatives, and/or commodity interests representing the Strategy, or a component thereof. Where all or part of the Allocated Portion takes the form of a Basket Swap(s) and/or Basket Note(s), the defined term “Allocated Portion” shall, where necessary or appropriate to give the same effect to the provision as if the Strategy were otherwise implemented, refer to not only the securities or other instruments held in the Allocated Portion but also the securities or other instruments comprising or held in any entity other than basket or account that serves as the Subsidiaryreference, hedging account or collateral for any such Basket Swap or Basket Note. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, The Sub-Adviser may provide the entire various investment advisory and other services with respect to the Allocated Portion will be held in to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Exhibit d.22 Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). InitiallyThe Allocated Portion may take the form of synthetic exposure to the Strategy obtained through the use of one or more (a) total return swaps (a “Basket Swap”) through which the Fund, or a wholly-owned subsidiary thereof, makes payments to a counterparty in exchange for receiving from the counterparty payments that reflect the return of a “basket” of securities, derivatives, and/or commodity interests representing the Strategy, or a component thereof and/or (b) structured notes (a “Basket Note”) through which the Fund, or a wholly-owned subsidiary thereof, purchases a note from an issuer in exchange for receiving from the issuer payments that reflect the return of an account through which the Sub-Adviser manages a portfolio reflecting a basket of securities, derivatives, and/or commodity interests representing the Strategy, or a component thereof. Where the Allocated Portion takes the form of a Basket Swap(s) and/or Basket Note(s), the entire defined term “Allocated Portion” shall, where necessary or appropriate to give the same effect to the provision as if the Strategy were otherwise implemented, refer to not only the securities or other instruments held in the Allocated Portion will be but also the securities or other instruments comprising or held in any basket or account that serves as the reference, hedging account or collateral for any such Basket Swap or Basket Note. The Sub-Adviser may provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). InitiallyFor purposes of this Agreement, except as otherwise noted, the entire Allocated Portion shall refer to the combined portion of Fund assets to which the Sub-Adviser provides advisory services attributable to (a) the separate portfolio utilizing a long / short strategy that was initially funded in August 2021 (the “Long / Short Allocated Portion”), and (b) the separate portfolio utilizing a opportunistic strategy (the “Opportunistic Strategy Allocated Portion”). For the avoidance of doubt, even where referred to jointly as the “Allocated Portion” the Sub-Adviser will act with respect to each of the Long / Short Allocated Portion and the Opportunistic Strategy Allocated Portion as though it were advising a separate investment company. However, compliance monitoring described herein shall be held in done on a joint basis. The Sub-Adviser may provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, which shall initially be : Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”)Ltd., and references to the “Fund” in this Agreement shall be construed to include or refer to the SubsidiaryBlackstone Alternative Multi-Strategy Sub Fund III LLC, as the context requires. The Adviser agrees that, without the prior written consent of the Suband/or Blackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth so long as this Agreement remains in this Agreementeffect. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree from time to time in writing (collectively the “Strategy”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement herein to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all or a manner that portion of the Adviser and the Sub-Adviser shall agree in writing Fund’s assets (the “Allocated Portion”). Initially, the entire Sub-Adviser will provide the various investment advisory and other services with respect to the Allocated Portion will be held in a to wholly-owned subsidiary subsidiaries of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), Ltd and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the SubBlackstone Alternative Multi-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the SubsidiaryStrategy Sub Fund IV LLC. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated hereinin Section 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Trust, or the Fund in any way.

Appears in 1 contract

Samples: Sub Advisory Agreement (Blackstone Alternative Investment Funds)

Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as a sub-an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for the period and on the terms set forth in this Agreement. Without limiting the generality of the preceding sentenceprevious statement, the Sub-Adviser shall manage the investment and reinvestment of the Allocated Portion (as defined below) assets of the Fund in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree in writing from time to time in writing (the “StrategyInvestment Guidelines”). The parties acknowledge Sub-Adviser acknowledges and agree agrees that the various investment advisory and other services as set forth in this Agreement to be performed by the Sub-Adviser will apply solely to the portion of the Fund’s assets that the Adviser or the Board shall from time to time designate in designate, which may consist of all, a manner that portion, or none of the Adviser and Fund’s assets allocated to the Sub-Adviser, leverage utilized by the Sub-Adviser shall agree in writing pursuant to the Investment Guidelines, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdraws by the Adviser therefrom (the “Allocated Portion”). Initially, the entire Allocated Portion will be held in a wholly-owned subsidiary of the Fund, which shall initially be Blackstone Alternative Multi-Strategy Sub Fund II Ltd. (the “Subsidiary”), and references to the “Fund” in this Agreement shall be construed to include or refer to the Subsidiary, as the context requires. The Adviser agrees that, without the prior written consent of the Sub-Adviser, the Adviser will not cause any portion of the Allocated Portion to be held in any entity other than the Subsidiary. The Sub-Adviser hereby accepts such its appointment and agrees during such periodagrees, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth in this Agreement for the compensation stated hereinreferenced in Section 7 of this Agreement. The Sub-Adviser shall for all purposes herein of this Agreement be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust Adviser or the Fund in any way.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund)

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