FORM OF SECURITIES LENDING AUTHORIZATION AGREEMENT Between BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, on behalf of its series, Blackstone Alternative Multi-Strategy Fund, and on behalf of Blackstone Alternative Multi-Strategy Sub Fund III, L.L.C. and on...

Exhibit (h)(6)

FORM OF SECURITIES LENDING AUTHORIZATION AGREEMENT

Between

BLACKSTONE ALTERNATIVE INVESTMENT FUNDS,

on behalf of its series, Blackstone Alternative Multi-Strategy Fund, and

on behalf of Blackstone Alternative Multi-Strategy Sub Fund III, L.L.C. and

on behalf of Blackstone Alternative Multi-Strategy Sub Fund IV, L.L.C.

And

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS


	PAGE
1. DEFINITIONS		1

2. APPOINTMENT OF STATE STREET		3

3. SECURITIES TO BE LOANED		3

4. BORROWERS		3

5. SECURITIES LOAN AGREEMENTS		4

6. LOANS OF AVAILABLE SECURITIES		4

7. DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO LOANED SECURITIES		5

8. COLLATERAL		6

9. INVESTMENT OF CASH COLLATERAL; COMPENSATION; GRANT OF SECURITY INTEREST		7

10. [RESERVED]		9

11. RECORDKEEPING AND REPORTS		9

12. STANDARD OF CARE AND INDEMNIFICATION		9

13. REPRESENTATIONS AND WARRANTIES		10

14. [RESERVED]		11

15. CONTINUING AGREEMENT; TERMINATION; REMEDIES		11

16. NOTICES		12

17. SECURITIES INVESTORS PROTECTION ACT		13

18. AUTHORIZED BLACKSTONE REPRESENTATIVES		13

19. AGENTS		13

20. FORCE MAJEURE		13


21. NON-US BORROWERS			13

22. MISCELLANEOUS			13

23. COUNTERPARTS			14

24. MODIFICATION			14

25. SEPARATE AGREEMENTS			14

26. TRUST DISCLOSURE			14

EXHIBITS AND SCHEDULES

SCHEDULE A (Cash Collateral Investment)

SCHEDULE B [RESERVED]

SCHEDULE C (Acceptable Forms of Collateral)

SCHEDULE D (Authorized State Street Persons)

SCHEDULE E (Authorized Blackstone Representatives)

FORM OF SECURITIES LENDING AUTHORIZATION AGREEMENT

Agreement dated the day of May, 2014 between BLACKSTONE ALTERNATIVE INVESTMENT FUNDS (the “Trust”), on behalf of its series, BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND (the “Series”), and on behalf of BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., a wholly-owned subsidiary of the Series (“Sub Fund III”), and on behalf of BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C., a wholly-owned subsidiary of the Series (“Sub Fund IV”, and collectively with the Series and Sub Fund III, each a “BAMSF Entity” and collectively, the “BAMSF Entities” and the Trust acting on behalf of each BAMSF Entity, each a “Fund” and collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (defined below) (collectively, “State Street”), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Fund with respect to the lending of certain securities of such Fund held by State Street as agent, trustee or custodian.

NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties hereto does hereby covenant and agree as follows:

1. Definitions. For the purposes hereof:

(a) “Aggregate Rebate Amount” means, with respect to each Fund, the aggregate amount of all rebates during the relevant period payable to Borrowers pursuant to the applicable Securities Loan Agreement.

(b) “Agreement” means this Securities Lending Authorization Agreement, as amended, restated, supplemented or otherwise modified in accordance herewith from time to time.

(c) “Applicable Law” means the laws, rules and regulations (including income tax treaties) of any relevant jurisdiction, including published practice of any government or other taxing authority in connection with such laws, rules and regulations.

(d) “Authorized Blackstone Representative” means any person listed on Schedule E (as amended from time to time by written agreement of the Client and State Street) and who is, or State Street reasonably believes to be, authorized to act on behalf of a Fund or an investment manager thereof, as applicable, with respect to any of the transactions contemplated by this Agreement.

(e) “Available Securities” means the securities of the Funds that are available for Loans pursuant to Section 3.

(f) “Borrower” means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.

(g) “Collateral” means cash delivered by a Borrower to secure its obligations under a Securities Loan Agreement.

(h) “Collateral Account” means the account at State Street identified as (x) with respect to the Series, Account Number BZWB; (y) with respect to Sub Fund III, in connection with the securities lending activity of (A) Boussard & Gavaudan Gestion, Account Number BZWF and (B) Chatham Asset Management, Account Number BZWQ (provided that the “Collateral Account” of Sub Fund III shall refer to both Account Numbers collectively, except as otherwise noted); and (z) with respect to Sub Fund IV, Account Number BZWN.

(i) “Fee Income” means fee income received from a Borrower, including negative rebates paid by a Borrower in connection with Loans and fees in connection with fee for hold or other arrangements.

(j) “Loan” means a loan of Available Securities to a Borrower.

(k) “Loan Fee” means the fee payable by each Fund to State Street and calculated as (x) the aggregate average daily net cash Collateral balance deposited into the Fund’s Collateral Account, as applicable for Sub Fund III, during the relevant period multiplied by (y) 0.25%.

(l) “Loaned Security” shall mean any “security” which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

(m) “Market Value” of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.

(n) “Master Custodian Agreement” means the Master Custodian Agreement dated as of May 7, 2013 between the Trust, the Funds and State Street, as amended from time to time.

(o) “Obligations” means any and all liabilities and obligations of the Fund to State Street arising under or in respect of this Agreement, whether mature or unmatured, contingent or otherwise, including any obligation of the Fund to pay State Street or to reimburse State Street for any credit, advance, overdraft or other indebtedness of the Fund to State Street.

(p) “Securities Loan Agreement” means the agreement between a Borrower and State Street (on behalf of the Funds) that governs Loans (which may be styled as either a securities loan agreement or a repurchase agreement), as described in Section 5, as amended, restated, supplemented or otherwise modified in accordance therewith from time to time.

(q) “State Street Affiliate” means any entity that directly or indirectly through one or more intermediaries, controls State Street Bank and Trust Company or that is controlled by or is under common control with State Street Bank and Trust Company.

2. Appointment of State Street. Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement. State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program. Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program. State Street may take action as agent of the Fund on an undisclosed or a disclosed basis. State Street is hereby authorized to request X.X. Xxxxxx Xxxxx and/or The Bank of New York Mellon (each, a “third party bank”) to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower hereunder, as applicable. In connection therewith, State Street may instruct said third party bank to establish and maintain a Borrower’s account and a State Street account wherein all Collateral, including cash, shall be maintained by said third party bank in accordance with the terms of a form of an arrangement which shall also be consistent with the terms hereof.

Each Fund also appoints and authorizes State Street, as its agent, to enter into fee for hold arrangements with respect to certain Available Securities. State Street, as agent, will, in return for a fee from the Borrower, hold and reserve certain Available Securities and refrain from lending such securities to any third party without the Borrower’s permission, provided, however, that the fee for hold arrangements shall not restrict or otherwise affect the Fund’s ownership rights with regard to the Available Securities.

3. Securities to be Loaned. All of the Fund’s securities held by State Street as trustee or custodian shall be subject to this securities lending program and constitute Available Securities hereunder, except those securities, which the Fund specifically identifies herein as not being Available Securities. In the absence of any such identification herein or other notices specifically identifying securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Fund’s securities should be excluded from the securities lending program.

4. Borrowers.

Each Fund hereby authorizes State Street to effect Loans of Available Securities of the Fund with any person on State Street’s list of approved Borrowers, including State Street Bank and Trust Company, State Street Bank GmbH, and any other State Street Affiliate (each acting in the capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund on request.

In connection with any Loan pursuant hereto, each Fund shall furnish to State Street for delivery to the Borrower (and in connection with any Loan to an SSB Borrower pursuant hereto, State Street shall cause such SSB Borrower to furnish to State Street for delivery to the Fund),

upon request (i) the most recent available audited statement of its financial condition, as applicable (it being understood that such statements with respect to the Series shall be the most recently publicly available statements) and (ii) the most recent available unaudited statement of its financial condition, if more recent than the audited statement, as applicable. As long as any Loan to a Borrower is outstanding under this Agreement, the Fund shall furnish to State Street for delivery to the Borrower (and as long as any Loan to an SSB Borrower is outstanding under this Agreement, State Street shall cause such SSB Borrower to furnish to State Street for prompt delivery to the Fund), upon request, all such recent financial information, as applicable, that is subsequently available, and any other financial information or statements that the Borrower or State Street (or, in connection with any Loan to an SSB Borrower pursuant hereto, the Fund) may reasonably request. Each Fund hereby authorizes State Street Bank and Trust Company, in its capacity as lending agent hereunder, to secure from any other division or affiliate thereof any of the financial information and statements described in this paragraph that would otherwise be delivered by the Fund.

Other than with respect to an SSB Borrower, State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.

5. Securities Loan Agreements. Each Fund authorizes State Street to enter into one or more Securities Loan Agreements with such Borrowers as may be selected by State Street. Each Securities Loan Agreement shall have such terms and conditions as State Street may negotiate with the Borrower. Certain terms of individual Loans, including rebate fees payable to the Borrower for the use of cash Collateral, shall be negotiated at the time a Loan is made.

6. Loans of Available Securities. State Street shall be responsible for determining whether any Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Fund. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement.

Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans allocated to other clients, or loan opportunities not made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan allocated to another client, or loan opportunity not made available to the Fund, could have resulted in Loans made under this Agreement.

Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Fund that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall notify thereafter the Borrower which has borrowed such securities that the Loan of such Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

7. Distributions on and Voting Rights with Respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Fund may, by giving State Street five (5) business days’ notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Fund’s relevant account on the date it is delivered to State Street.

Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities.

Each Fund also acknowledges that any payments of distributions from Borrower to the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of substitute payments may differ from the tax and accounting treatment of such interest or dividend payments if received directly from issuers.

Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities.

Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement).

If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Fund are complied with, but State Street shall not be required to make any payment unless the Fund has first placed funds with State Street to make such payment.

Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”).

Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.

8. Collateral.

(a) Receipt of Collateral. Each Fund authorizes State Street or a third party bank, as applicable, to receive and to hold, on the Fund’s behalf, Collateral from Borrowers to secure the obligations of Borrowers with respect to any Loan of Available Securities made on behalf of the Fund pursuant to the Securities Loan Agreements. Concurrently with or prior to the delivery of the Loaned Securities to the Borrower under any Loan, State Street shall receive from the Borrower Collateral in any of the forms listed on Schedule C. Said Schedule may be amended from time to time by State Street and the Fund. All investments of cash Collateral shall be for the account and at the risk of the Fund.

(b) Marking to Market. The initial Collateral received shall have (depending on the nature of the Loaned Securities and the Collateral received) a value of 102% or 105% of the Market Value of the Loaned Securities, or such other value, but not less than 102% of the Market Value of the Loaned Securities, as may be applicable in the jurisdiction in which such Loaned Securities are customarily traded. Pursuant to the terms of the applicable Securities Loan Agreement, State Street shall, in accordance with State Street’s reasonable and customary practices, xxxx Loaned Securities and Collateral to their Market Value each business day based upon the Market Value of the Collateral and the Loaned Securities at the close of business employing the most recently available pricing information and receive and deliver Collateral in order to maintain the value of the Collateral at no less than one hundred percent (100%) of the Market Value of the Loaned Securities.

(c) Return of Collateral. The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.

9. Investment of Cash Collateral; Compensation; Grant of Security Interest.

(a) Investment of Cash Collateral; Collateral Account. To the extent that a Loan is secured by cash Collateral, each Fund directs State Street to deposit such cash Collateral in accordance with such Fund’s directions as set forth on Schedule A.

The Fund shall manage the cash Collateral deposited into the Fund’s Collateral Account. Each Fund hereby acknowledges and agrees that it assumes all investment risk associated with (i) investment of cash Collateral, including interest rate, market, credit and liquidity risk associated with any investments purchased or entered into with cash Collateral, and (ii) investment of cash by the Fund, whether made initially through the use of cash received as cash Collateral or otherwise, or change of investment in any such investments. State Street does not assume any market or investment risk of loss associated with any investment of cash Collateral. State Street has no responsibility or liability whatsoever for investment decisions made in connection with cash Collateral. If the amounts so invested are insufficient to return any and all amounts due to a Borrower pursuant to the applicable Securities Loan Agreement, the Fund shall be responsible for such shortfall.

Each Fund hereby authorizes the State Street employees listed on Schedule D (collectively, the “Authorized State Street Persons”) to (i) execute transactions in the Fund’s Collateral Account, as applicable for Sub Fund III, on behalf of each Fund in connection with the transactions contemplated herein, (ii) deposit into the Fund’s Collateral Account, as applicable for Sub Fund III, cash Collateral generated from the making of Loans hereunder, (iii) withdraw from the Fund’s Collateral Account, as applicable for Sub Fund III, cash to satisfy the Obligations of the Fund and (iv) to effect any and all other transactions contemplated herein.

Each Fund hereby covenants and agrees that (i) it will not change the persons designated as Authorized State Street Persons without prior written consent of State Street; (ii) it will not change the account or accounts designated as the Fund’s Collateral Account or direct that the cash Collateral be deposited, held or managed in any other account without the prior written consent of State Street; (iii) it will not make a material change to its investment strategy without prior notice to State Street; (iv) it shall notify the individuals necessary to effect the transactions contemplated herein that the Authorized State Street Persons shall be permitted to both deposit into and make withdrawals from the Fund’s Collateral Account on an ongoing basis without further instruction from the Fund; (v) State Street Bank and Trust Company shall remain the Fund’s sole custodian for the duration of this Agreement and, for the avoidance of doubt, all cash Collateral and assets purchased with cash Collateral or otherwise shall remain custodied at State Street (other than, in each case, Collateral held with a third party bank in accordance with this Agreement); (vi) no liens, claims, security interests or encumbrances of any kind exist, and no charging rights or rights of setoff have been granted, with respect to any Property (as defined below) of the Fund (in each case, other than as described herein and in the Master Custodian Agreement); (vii) the Fund shall not grant to any party a lien, claim, security interest or encumbrance of any kind on, and shall not grant charging rights or rights of setoff with respect to, the Fund’s Property (as defined below) (in each case, other than as described herein); and (viii) the Fund authorizes State Street to monitor the Fund’s Property (as defined below), including the Fund’s Collateral Account.

State Street shall withdraw from and make deposits into the Fund’s Collateral Account, as applicable for Sub Fund III, in connection with transactions contemplated herein. To the extent State Street attempts to make a withdrawal on account of securities lending activity and the funds in the Fund’s Collateral Account, as applicable for Sub Fund III, are insufficient to satisfy such withdrawal request, or the withdrawal request is not satisfied for any reason, State Street shall be authorized to immediately (without further notice to the Fund) exercise all rights available to it hereunder, including as outlined in Paragraphs (f) and (g) of this Section 9.

(b) [RESERVED]

(c) Fee Income; Loan Fee; Aggregate Rebate Amount. All Fee Income of each Fund shall be credited to the Fund’s Collateral Account, as applicable for Sub Fund III, on a monthly basis no later than the tenth (10th) business day of each month. The Fund shall pay to State Street the Loan Fee and the unpaid portion of the Aggregate Rebate Amount on a monthly basis. A portion of the Aggregate Rebate Amount shall be payable and paid to Borrowers from the Fund’s Collateral Account, as applicable for Sub Fund III, on an ongoing basis in connection with daily lending activity, and the remaining portion shall be payable to Borrowers monthly. On the seventh (7th) business day of each month, State Street shall notify the Fund of the Fee Income, the Loan Fee and the unpaid portion of the Aggregate Rebate Amount, in each case for the prior month. State Street is authorized to, and shall, deduct from the Fund’s Collateral Account, as applicable for Sub Fund III, on the third (3rd) business day after such notification the sum of (i) the Loan Fee and (ii) the unpaid portion of the Aggregate Rebate Amount, in each case for the prior month.

The Fund shall be responsible for any and all amounts due to Borrowers under the applicable Securities Loan Agreements (including rebates). For the avoidance of doubt, any taxes required to be withheld at source from Fee Income shall be deducted from the amount credited to the Fund’s securities lending account as described in this Paragraph (c), and to the extent that such amount is less than the amount of such taxes, then the Fund shall be responsible for any shortfall.

(d) [RESERVED]

(e) Advances. State Street may, but is not obligated to, advance funds required to be paid by the Fund pursuant to a Securities Loan Agreement or this Agreement. State Street may, in its discretion, and in such case the Fund authorizes State Street to, charge interest on any such advance at a per annum rate equal to the Federal Funds Rate plus 200 basis points. The Fund shall reimburse State Street on demand for the amount of any such advance or any other amount owed by the Fund to State Street under this Agreement.

(f) Right to Debit or Set Off. State Street may at any time charge or debit any account of the Fund maintained by or on behalf of State Street in any capacity (or set off any amounts otherwise payable or creditable to any such account), and may sell or otherwise liquidate any of the Fund’s Property (as defined below), to pay any amounts due to a Borrower under a Securities Loan Agreement or any Obligations of the Fund. The Fund acknowledges that whenever State Street exercises its rights under this Paragraph (f) with respect to Obligations of the Fund, State Street is acting in a principal capacity on its own behalf and not on behalf of the Fund.

(g) Security Interest. As security for the payment and performance by the Fund of its Obligations, the Fund hereby grants to State Street a continuing lien upon and a first priority security interest in all Collateral and all assets (including accounts and investments) and any proceeds thereof in which the Fund at any time has rights and which at any time is maintained with, or possessed or controlled in any capacity by, State Street or any person acting on behalf of State Street (collectively, the “Property”). If the Fund shall fail to pay or perform any or all of the Obligations of the Fund as and when due, State Street shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts and other applicable law with respect to the Property. While any Obligations of the Fund are outstanding, State Street may decline to deliver out Property if the Fund has failed to pay or perform any of the Obligations as and when due or to the extent that the aggregate value of the Property with respect to which State Street has a perfected security interest would be less than 100% of the Obligations of the Fund after giving effect to the delivery out. The provisions of this Section 9(g) shall not operate to limit any of State Street’s rights under contract or applicable law.

For the avoidance of doubt, the provisions of this Section 9 shall survive the termination of the Master Custodian Agreement.

10. [RESERVED]

11. Recordkeeping and Reports. State Street will establish and maintain such records as are reasonably necessary to account for Loans that are made. State Street’s records shall be presumed to reflect accurately any instructions, directions or other communications, regardless of how communicated, sent or delivered, from any Authorized Blackstone Representative. On a monthly basis, State Street will make available to the Funds a statement describing the Loans made during the period covered by such statement. Each party to this Agreement shall comply with the reasonable requests of the other for information necessary to the requester’s performance of its duties in connection with this securities lending program.

12. Standard of Care and Indemnification.

(a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate).

(b) Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, except such loss or liability which results from State Street’s fraud or failure to exercise the standard of care required by this Section 12.

(c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if it has been apprised of the likelihood of such damages occurring.

(d) Each Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law.

(e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. State Street shall use reasonable efforts to notify each Fund promptly after a material change in State Street’s then selection of such pricing services.

13. Representations and Warranties. Each party hereto represents and warrants that (a) it has and will have the legal right, power and authority to execute and deliver this Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Agreement will at all times comply with all applicable laws and regulations.

Each Fund represents and warrants that (a) it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder; (b) the financial statements delivered to State Street pursuant to Section 4 fairly present its financial condition; (c) it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities and (d) except as expressly provided herein and in the Master Custodian Agreement, there are no liens, claims, security interests or encumbrances over any Property of the Fund. Each Loan made on behalf of a Fund shall constitute a present representation by the Fund that there has been no material adverse change with respect to the Fund (and, in connection with a Loan made on behalf of Sub Fund III or Sub Fund IV, the Series), including, for the avoidance of doubt, a material adverse change with respect to any investment manager thereof, that has not been disclosed in writing to State Street since the date of the most recent financial statements furnished to State Street pursuant to Section 4 or, if initial financial statements have not yet been delivered pursuant thereto, [date].

Each Fund further represents and warrants that it will promptly notify State Street orally and by written notice, of the relevant details of any corporate actions, private consent offers/agreements and/or any other off-market arrangements that may require the recall and/or restriction of a security from lending activity. Such written notice shall be delivered sufficiently in advance so as to: (a) provide State Street with reasonable time to notify Borrowers of any instructions necessary to comply with the terms of the corporate actions, private consent offers/agreements and/or other off-market arrangements, and (b) provide such Borrowers with reasonable time to comply with such instructions.

The person executing this Agreement on behalf of the Funds represents that he or she has the authority to execute this Agreement on behalf of the Funds.

Each Fund represents and warrants that it is (i) a “qualified investor” within the meaning of Section 3(a)(54)(A) of the Securities Exchange Act of 1934, as amended; or (ii) an employee benefit plan that owns and invests on a discretionary basis not less than US $25,000,000 in investments. Each Fund agrees to notify State Street immediately of any changes in the information set forth in this subparagraph of this Section 13.

Each Fund hereby represents to State Street that: (i) its policies and objectives generally permit it to engage in securities lending transactions; (ii) its participation in State Street’s securities lending program has been approved by a majority of the directors or trustees which directors and trustees are not “interested persons” within the meaning of section 2(a)(19) of the Investment Company Act of 1940; and (iii) its prospectus provides appropriate disclosure concerning its securities lending activity.

Each Fund hereby represents to State Street that (i) it is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to this Agreement and the Available Securities; (ii) it qualifies as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended; (iii) its taxpayer identification number is 00-0000000; and (iv) that its tax year end is March 31.

Each Fund represents and warrants on a continuing basis that it has determined that the Fund’s own management of the assets in the Fund’s Collateral Account is now, and will continue to be, an acceptable and appropriate investment of the Fund’s cash Collateral. Each Fund further represents and warrants that it has received and reviewed the State Street Agency Securities Lending Program Description and Risks and Conflicts of Interest document.

14. [RESERVED]

15. Continuing Agreement; Termination; Remedies.

It is the intention of the parties hereto that this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made. The Funds and State Street may each at any time terminate this Agreement upon thirty (30) business days’ written notice to the other to that effect. The only effects of any such termination of this Agreement will be that (a) following such termination, no further Loans shall be made hereunder by State Street on behalf of the Funds, and (b) State Street shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding Loans. The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided. State Street does not assume any market or investment risk of loss associated with the Fund’s change in cash Collateral investment vehicles or termination of, or change in, its participation in this securities lending program and the corresponding liquidation of cash Collateral investments.

16. Notices. Except as otherwise specifically provided herein, notices under this Agreement shall be in writing. A notice shall be sufficient if sent to the party entitled to receive such notice by email, facsimile transmission, or prepaid overnight delivery service, or for termination of this Agreement only, by certified or registered mail, and addressed as shown below. Facsimile and email notices shall be sufficient only if receipt is acknowledged by the party to which such notice is communicated at the numbers and email addresses shown below.

If to the Funds:

Blackstone Alternative Investment Funds

Blackstone Alternative Multi-Strategy Fund

Blackstone Alternative Multi-Strategy Sub Fund III L.L.C.

Blackstone Alternative Multi-Strategy Sub Fund IV L.L.C.

000 Xxxx Xxxxxx, Xxxxx 00

Xxx Xxxx, XX 00000

Fax: (000) 000-0000

Email: xxxxxxxxx@xxxxxxxxxx.xxx

If to State Street:

State Street Bank and Trust Company

Securities Finance

State Street Financial Center

Xxx Xxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000-0000

Attn: Xxxxx Xxxxxxxxxx, 0xx Xxxxx

Fax: (000) 000-0000

Email: XXXxxxx@XxxxxXxxxxx.xxx

or to such other addresses as either party may furnish the other party by written notice under this section.

Whenever this Agreement permits or requires the Funds to give notice to, direct, or provide information to State Street, such notice, direction, or information shall be provided to State Street on the Funds’ behalf by an Authorized Blackstone Representative. (This Agreement shall be considered such a designation of the person executing the Agreement on the Funds’ behalf.) State Street shall be fully protected in relying upon the notices, directions, and information given by any Authorized Blackstone Representative until State Street receives written notice that such individual is no longer an Authorized Blackstone Representative.

17. Securities Investors Protection Act of 1970 Notice. EACH FUND IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKER’S OR DEALER’S OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.

18. Authorized Blackstone Representatives. Each Fund authorizes State Street to accept and to act on any instructions or other communications, regardless of how sent or delivered, from any Authorized Blackstone Representative. Each Fund shall be fully responsible for all acts of any Authorized Blackstone Representative, even if that person exceeds his or her authority, and in no event shall State Street be liable to the Fund or any other third party for any losses or damages arising out of or relating to any act State Street takes or fails to take in connection with any such instructions or other communications.

19. Agents. State Street may use such agents, including such regulated clearing agents, securities depositaries, nominees, sub-custodians, third party custodians and State Street Affiliates, as State Street deems appropriate to carry out its duties under this Agreement. To the extent State Street Affiliates act as State Street’s agent hereunder, State Street agrees to be responsible for the acts and omissions of such State Street Affiliates as though performed by State Street directly. Each Fund agrees that State Street’s sole liability for the acts or omissions of any other agent shall be limited to liability arising from State Street’s failure to use reasonable care in the selection of such agent.

20. Force Majeure. State Street shall not be responsible for any losses, costs or damages suffered by the Funds resulting directly or indirectly from war, riot, revolution, terrorism, acts of government or other causes beyond the reasonable control of State Street.

21. Non-US Borrowers. In the event the Fund approves lending to Borrowers resident in the United Kingdom (“UK”), the Fund shall provide sufficient documentation, in the form and manner required by the UK Inland Revenue, to establish that the Fund is (1) the beneficial owner of any manufactured dividends received and (2) not a UK recipient for purposes of UK manufactured overseas dividend rules

22. Miscellaneous. This Agreement supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning Loans of securities by State Street on behalf of the Funds. This Agreement shall not be assigned by either State Street or the Funds without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. Each Fund hereby irrevocably submits to the jurisdiction of any Massachusetts state or Federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement and hereby irrevocably agrees that all claims in respect of such

action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Each Fund hereby irrevocably waives, to the fullest extent it may effectively do so, the defenses of an inconvenient forum to the maintenance of such action or proceeding or the absence of any personal jurisdiction with respect to the Fund. Each Fund hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Fund at its address specified in Section 16 hereof. Each Fund agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration. In interpreting this Agreement the term “including” shall be read to mean “including, but not limited to,”.

23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one (1) instrument.

24. Modification. This Agreement shall not be modified, except by an instrument in writing signed by the parties hereto.

25. Separate Agreements. It is understood and agreed that this document shall constitute a separate agreement with respect to each BAMSF Entity, as if each such BAMSF Entity had executed a separate document naming only itself as the Fund, and that no BAMSF Entity shall have any liability under this document for the obligations of any other BAMSF Entity, and that, with respect to transactions entered into by any such BAMSF Entity, State Street shall not in any event have recourse to the assets of any other BAMSF Entity (including the Property of such other BAMSF Entity). With respect to any one BAMSF Entity, only confirmations of transactions between such BAMSF Entity and State Street shall be part of the Agreement with such BAMSF Entity.

26. Trust Disclosure. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is entered into on behalf of the Trust by an officer in his or her capacity as an officer and not individually. The Obligations of the Trust and each Fund under this Agreement shall not be binding upon any of the trustees, officers, agents, employees or shareholders of the Trust or any Fund in their individual capacities but are binding only upon the assets and property of the Trust or the applicable Fund, provided that this paragraph shall not operate to limit any of State Street’s rights and remedies under contract or applicable law.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties has caused their duly authorized officer(s) to execute this Agreement, effective as of the first date set forth above.

BLACKSTONE ALTERNATIVE INVESTMENT FUNDS,

on behalf of its series, Blackstone Alternative Multi-Strategy Fund, and

on behalf of Blackstone Alternative Multi-Strategy Sub Fund III, L.L.C. and

on behalf of Blackstone Alternative Multi-Strategy Sub Fund IV, L.L.C.


Name:

By:

Its:

STATE STREET BANK AND TRUST COMPANY


Name:

By:

Its:

Schedule A

This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the day of May 2014 between BLACKSTONE ALTERNATIVE INVESTMENT FUNDS (the “Trust”), on behalf of its series, BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND (the “Series”), and on behalf of BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., a wholly-owned subsidiary of the Series (“Sub Fund III”), and on behalf of BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C., a wholly-owned subsidiary of the Series (“Sub Fund IV”, and collectively with the Series and Sub Fund III, each a “BAMSF Entity” and collectively, the “BAMSF Entities” and the Trust acting on behalf of each BAMSF Entity, each a “Fund” and collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (collectively, “State Street”).

Cash Collateral Investment

Each of the Series and Sub Fund IV instructs State Street to deposit cash Collateral into the Fund’s Collateral Account.

Sub Fund III instructs State Street to deposit cash Collateral in connection with the securities lending activity of (x) Boussard & Gavaudan Gestion, into Account Number BZWF and (y) Chatham Asset Management, into Account Number BZWQ.

Schedule B

[RESERVED]

Schedule C

Acceptable Forms of Collateral

- Cash (U.S. and foreign currency)

Schedule D

Authorized State Street Persons

¨	Xxxxx Xxxxx

¨	Xxxx Xxxxx

¨	Xxxxxxxx Xxxx

¨	Xxxxxxx Xxxxxx

¨	Xxxx Le

¨	Xxx Xxxxx

¨	Xxxx Xxxxxxx

¨	Xxxxxx X’Xxxx

Schedule E

Authorized Blackstone Representatives

Blackstone Alternative Investment Funds

Xxxxxx Xxxx

Blackstone Alternative Multi-Strategy Fund

Xxxxxx Xxxx

and the individuals listed on the attached, as described therein.

Blackstone Alternative Multi-Strategy Sub Fund III L.L.C.

Xxxxxx Xxxx

and the individuals listed on the attached, as described therein.

Blackstone Alternative Multi-Strategy Sub Fund IV L.L.C.

Xxxxxx Xxxx

and the individuals listed on the attached, as described therein.

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FORM OF SECURITIES LENDING AUTHORIZATION AGREEMENT Between BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, on behalf of its series, Blackstone Alternative Multi-Strategy Fund, and on behalf of Blackstone Alternative Multi-Strategy Sub Fund III, L.L.C. and on...

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