Standard Contracts
BLACKSTONE ALTERNATIVE ALPHA SUB FUND I LTD. INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • July 17th, 2014 • Blackstone Alternative Alpha Fund • New York
This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of April 1, 2012, (the “Agreement”), is between BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P., a Delaware limited partnership (the “Investment Manager”), and BLACKSTONE ALTERNATIVE ALPHA SUB FUND I LTD., a Cayman Islands exempted company (the “Fund”), a wholly-owned subsidiary of Blackstone Alternative Alpha Master Fund (the “Master Fund”), a Massachusetts business trust and closed-end investment company registered under the Investment Company Act of 1940, as amended. The purpose of the Fund is to facilitate the implementation of the Master Fund’s investment strategies.
FORM OF FIRST AMENDED AND RESTATED DEALER AGREEMENTDealer Agreement • July 25th, 2017 • Blackstone Alternative Alpha Fund • New York
Blackstone Advisory Partners L.P. (“Distributor”) serves as a principal underwriter for Blackstone Alternative Alpha Fund (the “Fund”), a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. Distributor and UBS Financial Services Inc. (“Dealer”) hereby agree that Dealer will participate in the distribution of shares of the Fund (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the 29th day of August 2016.
BLACKSTONE ALTERNATIVE ALPHA FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • May 30th, 2017 • Blackstone Alternative Alpha Fund • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, this 26th day of August 2016, amends and restates in its entirety the Agreement and Declaration of Trust of Blackstone Alternative Alpha Fund dated November 14, 2011, as amended by Amendment No. 1 dated September 18, 2013. This Amended and Restated Agreement and Declaration of Trust shall be effective upon filing with the Secretary of The Commonwealth of Massachusetts:
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 17th, 2014 • Blackstone Alternative Alpha Fund • Massachusetts
THIS AGREEMENT is made as of the 1st day of July, 2014, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and each management investment company and other fund identified on Schedule A hereto (each such management investment company and other fund shall hereafter be referred to as a “Fund” or the “Funds”).
FORM OF DISTRIBUTION AGREEMENT between BLACKSTONE ALTERNATIVE ALPHA FUND and BLACKSTONE ADVISORY PARTNERS L.P.Distribution Agreement • February 2nd, 2012 • Blackstone Alternative Alpha Fund • New York
Blackstone Alternative Alpha Fund, a Massachusetts business trust (the “Fund”), is registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is registering $500,000,000 of its shares of beneficial interest (“Shares”) under the Securities Act of 1933, as amended (the “1933 Act”), to be offered for sale in a public offering in accordance with the terms and conditions set forth in the Prospectus (the “Prospectus”) and Statement of Additional Information (“SAI”) included in the Fund’s Registration Statement(s) filed with the Securities and Exchange Commission on Form N-2, as it may be amended from time to time (collectively, the “Registration Statement”).
ADMINISTRATION AGREEMENTAdministration Agreement • July 17th, 2014 • Blackstone Alternative Alpha Fund • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of July 1, 2014, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company and other fund identified on Schedule A hereto (each such management investment company and other fund shall hereafter be referred to as a “Fund” or the “Funds”).
FORM OF DEALER AGREEMENTDealer Agreement • June 14th, 2013 • Blackstone Alternative Alpha Fund • New York
DEALER AGREEMENTDealer Agreement • February 2nd, 2012 • Blackstone Alternative Alpha Fund • New York
Blackstone Advisory Partners L.P. (“Distributor”) serves as a principal underwriter for the Blackstone Alternative Alpha Fund (the “Fund”), a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. Distributor and Morgan Stanley Smith Barney LLC (“Dealer”) hereby agree that Dealer will participate in the distribution of shares of the Fund (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the [•] day of January 2012.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • May 30th, 2017 • Blackstone Alternative Alpha Fund
Blackstone Alternative Asset Management L.P. (“BAAM”) notifies you that it will waive its compensation (and, to the extent necessary, bear other expenses of or make payments to the Fund) to the extent that, for any calendar month, the Fund’s “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred by the Fund, and the Fund’s pro rata share of all expenses incurred by Blackstone Alternative Alpha Master Fund (the “Master Fund”), but excluding (whether borne by the Fund or the Master Fund) any investment management fee, distribution or servicing fee, fees and expenses of the investment funds in which the Master Fund invests, brokerage costs, interest payments (including any interest expenses, commitment fees, or other expenses related to any line of credit of the Fund or the Master Fund), taxes, and extraordinary expenses (in each case, as determined in our sole discretion). “Total Expense
AMENDMENT TO ADMINISTRATION AGREEMENTAdministration Agreement • July 20th, 2018 • Blackstone Alternative Alpha Fund • Massachusetts
This Amendment to the Administration Agreement is made as of (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”) and each management investment company and other fund identified on Schedule A attached to the Agreement (as defined below) (each such management investment company and other fund shall hereafter be referred to as a “Fund” or the “Funds”) and shall be effective as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
SERVICING AGREEMENTServicing Agreement • July 22nd, 2016 • Blackstone Alternative Alpha Fund • New York
Blackstone Advisory Partners L.P. (“Distributor”) serves as a principal underwriter for Blackstone Alternative Alpha Fund (the “Fund”), a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. Commonwealth Financial Network (the “Dealer”) and Distributor hereby agree that Dealer will provide certain services to owners of shares of the Fund (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the 24 day of February, 2016.
JOINDERJoinder Agreement • January 10th, 2014 • Blackstone Alternative Alpha Fund • New York
THIS JOINDER AGREEMENT made as of the 1st day of September, 2013, by and among Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Master Fund, and a new fund added by this Joinder, Blackstone Alternative Alpha Fund II (the “New Fund”), each acting on its own behalf separately from the others and not jointly or jointly and severally with the others (each, the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider”), to that certain Services Agreement, dated as of April 1, 2012, between each Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
BLACKSTONE ALTERNATIVE ALPHA FUND Subscription AgreementSubscription Agreement • February 2nd, 2012 • Blackstone Alternative Alpha Fund
This Agreement made this 15th day of January, 2012, by and between Blackstone Alternative Alpha Fund, a Massachusetts business trust (the “Trust”), and Blackstone Alternative Asset Management L.P. (the “Subscriber”);
AMENDMENTGlobal Custodial Services Agreement • February 2nd, 2012 • Blackstone Alternative Alpha Fund
Reference is made to the Global Custodial Services Agreement dated as of January 17, 2012 (the “Agreement”) by and between Citibank, N.A. (the “Custodian”) and each open-ended management investment company listed on Schedule A of the Agreement as amended from time to time (each such investment company , a “Fund” and all such investment companies collectively, the “Client”). References in this Amendment to Rule 17f-5 or to specific provisions of Rule 17f-5 refer to Rule 17f-5 under the Investment Company Act of 1940, as adopted on or before the date hereof. References in this Amendment to Rule 17f-7 or to specific provisions of Rule 17f-7 refer to Rule 17f-7 under the Investment Company Act of 1940, as adopted on or before the date hereof.
FORM OF SERVICES AGREEMENT by and among BLACKSTONE ALTERNATIVE ALPHA FUND, BLACKSTONE ALTERNATIVE ALPHA MASTER FUND and CITI FUND SERVICES OHIO, INC.Services Agreement • February 2nd, 2012 • Blackstone Alternative Alpha Fund • New York
THIS SERVICES AGREEMENT is made on , 2012, by and among Blackstone Alternative Alpha Fund and Blackstone Alternative Alpha Master Fund, each a Massachusetts business trust, and each acting on its own behalf separately from the other and not jointly or jointly and severally with the other (each the “Client”) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the “Service Provider” and, with the Client, the “Parties”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • May 31st, 2019 • Blackstone Alternative Alpha Fund
Blackstone Alternative Asset Management L.P. (“BAAM”) notifies you that it will waive its compensation (and, to the extent necessary, bear other expenses of or make payments to the Fund) to the extent that, for any calendar month, the Fund’s “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred by the Fund, and the Fund’s pro rata share of all expenses incurred by Blackstone Alternative Alpha Master Fund (the “Master Fund”), but excluding (whether borne by the Fund or the Master Fund) any investment management fee, distribution or servicing fee, fees and expenses of the investment funds in which the Master Fund invests, brokerage costs, interest payments (including any interest expenses, commitment fees, or other expenses related to any line of credit of the Fund or the Master Fund), taxes, and extraordinary expenses (in each case, as determined in our sole discretion). “Total Expense
FIRST AMENDMENT TO DEALER AGREEMENT BLACKSTONE ADVISORY PARTNERS L.P. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Blackstone Alternative Alpha Fund II Dated as of June 15, 2017Dealer Agreement • May 31st, 2019 • Blackstone Alternative Alpha Fund
This First Amendment to Dealer Agreement (this “Amendment”), amends, effective as of June 15, 2017, the Dealer Agreement dated August 14, 2013 (the “Dealer Agreement”) between Blackstone Advisory Partners L.P. (the “Distributor”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Sub-Distribution Agent”) in connection with the offering of shares of beneficial interests in Blackstone Alternative Alpha Fund II (the “Fund”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Dealer Agreement.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • May 31st, 2018 • Blackstone Alternative Alpha Fund
Blackstone Alternative Asset Management L.P. (‘‘BAAM”) notifies you that it will waive its compensation (and, to the extent necessary, bear other expenses of or make payments to the Fund) to the extent that, for any calendar month, the Fund’s “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred by the Fund, and the Fund’s pro rata share of all expenses incurred by Blackstone Alternative Alpha Master Fund (the “Master Fund”), but excluding (whether borne by the Fund or the Master Fund) any investment management fee, distribution or servicing fee, fees and expenses of the investment funds in which the Master Fund invests, brokerage costs, interest payments (including any interest expenses, commitment fees, or other expenses related to any line of credit of the Fund or the Master Fund), taxes, and extraordinary expenses (in each case, as determined in our sole discretion). “Total Expense
AMENDMENT TO SCHEDULE A - Master Global Custodial Services AgreementMaster Global Custodial Services Agreement • January 10th, 2014 • Blackstone Alternative Alpha Fund • New York
THIS MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT is made on January 17, 2012, by and between severally and not jointly each of the registered investment companies listed on Schedule A hereto, (each a “Client”) and Citibank, N.A. acting through its offices located in New York, New York (the “Custodian”). For the avoidance of doubt, this Agreement shall be treated as if each entity set forth on Schedule A had executed a separate agreement with the Custodian, and there shall be no cross-liability or cross-collateralization between such entities.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • July 17th, 2014 • Blackstone Alternative Alpha Fund
Blackstone Alternative Asset Management L.P. (“BAAM”) notifies you that it will waive its compensation (and, to the extent necessary, bear other expenses of or make payments to the Fund) to the extent that, for any calendar month, the Fund’s “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred by the Fund, and the Fund’s pro rata share of all expenses incurred by Blackstone Alternative Alpha Master Fund (the “Master Fund”), but excluding (whether borne by the Fund or the Master Fund) any investment management fee, distribution or servicing fee, fees and expenses of the investment funds in which the Master Fund invests, brokerage costs, interest payments (including any interest expenses, commitment fees, or other expenses related to any line of credit of the Fund or the Master Fund), taxes, and extraordinary expenses (in each case, as determined in our sole discretion). “Total Expense
AMENDMENT TO SERVICES AGREEMENTServices Agreement • July 17th, 2014 • Blackstone Alternative Alpha Fund
AMENDMENT made as of the 12th day of May, 2014, by and among Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Master Fund, Blackstone Alternative Alpha Sub Fund I Ltd. and Blackstone Alternative Alpha Fund II, each acting on its own behalf separately from the other not jointly or jointly and severally with the other (each, the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider”), to that certain Services Agreement, dated as of April 1, 2012, between each Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • January 11th, 2012 • Blackstone Alternative Alpha Fund
Blackstone Alternative Asset Management L.P. (“BAAM”) notifies you that it will waive its compensation (and, to the extent necessary, bear other expenses of or make payments to the Fund) to the extent that, for any calendar month, the Fund’s “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred by the Fund, and the Fund’s pro rata share of all expenses incurred by the Master Fund, but excluding (whether borne by the Fund or the Master Fund) any investment management fee, distribution or servicing fee, fees and expenses of the investment funds in which the Master Fund invests, brokerage costs, interest payments (including any interest expenses, commitment fees, or other expenses related to any line of credit of the Fund or the Master Fund), taxes, and extraordinary expenses (in each case, as determined in our sole discretion). “Total Expense Cap” means the annual rate of 0.35% of the Fu
FORM OF AMENDMENT TO THE DEALER AGREEMENTDealer Agreement • May 31st, 2019 • Blackstone Alternative Alpha Fund
DEALER AGREEMENTDealer Agreement • June 10th, 2014 • Blackstone Alternative Alpha Fund • New York
This Dealer Agreement, dated as of June 3, 2014 (the “Agreement”), is by and between Citigroup Global Markets Inc. (hereinafter referred to as “CGMI”) and Blackstone Advisory Partners L.P. (“Distributor”).
AMENDMENT NO. 2 TO DEALER AGREEMENTDealer Agreement • July 25th, 2017 • Blackstone Alternative Alpha Fund • New York
This AMENDMENT NO. 2 TO THE DEALER AGREEMENT (“Amendment No. 2”) is made as of June 5, 2017 (the “Effective Date”) between Blackstone Advisory Partners L.P. (the “Distributor”), Citigroup Global Markets Inc. (“CGMI”), and Citi Private Advisory, LLC (“CPA”). All capitalized terms used and not defined herein shall be given their meanings as so defined in the Dealer Agreement (as defined below).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • July 22nd, 2016 • Blackstone Alternative Alpha Fund
Blackstone Alternative Asset Management L.P. (“BAAM”) notifies you that it will waive its compensation (and, to the extent necessary, bear other expenses of or make payments to the Fund) to the extent that, for any calendar month, the Fund’s “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred by the Fund, and the Fund’s pro rata share of all expenses incurred by Blackstone Alternative Alpha Master Fund (the “Master Fund”), but excluding (whether borne by the Fund or the Master Fund) any investment management fee, distribution or servicing fee, fees and expenses of the investment funds in which the Master Fund invests, brokerage costs, interest payments (including any interest expenses, commitment fees, or other expenses related to any line of credit of the Fund or the Master Fund), taxes, and extraordinary expenses (in each case, as determined in our sole discretion). “Total Expense
