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”).
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.
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”).
