BLACKSTONE ALTERNATIVE ALPHA FUND II INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 19th, 2013 • Blackstone Alternative Alpha Fund II • New York
This Investment Management Agreement, dated and effective as of March 12, 2013, (the “Agreement”), is between Blackstone Alternative Asset Management L.P., a Delaware limited partnership (the “Investment Manager”), and Blackstone Alternative Alpha Fund II, a Massachusetts business trust (the “Fund”).
FORM OF DISTRIBUTION AGREEMENT between BLACKSTONE ALTERNATIVE ALPHA FUND II and BLACKSTONE ADVISORY PARTNERS L.P.Distribution Agreement • June 19th, 2013 • Blackstone Alternative Alpha Fund II • New York
Blackstone Alternative Alpha Fund II, 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 $250,000,000 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 one or more Prospectuses (each, a “Prospectus” and collectively, the “Prospectuses”) 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”). The Securities and Exchange Commission has granted exemptive relief permitting the Fund to offer multiple classes of Shares. The Registration Statement currently offers the following share classe
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Expense Limitation and Reimbursement Agreement • June 19th, 2013 • Blackstone Alternative Alpha Fund II
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
JOINDERJoinder Agreement • June 19th, 2013 • Blackstone Alternative Alpha Fund II • New York
THIS JOINDER AGREEMENT made as of the __ day of ______________, 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 II Subscription AgreementSubscription Agreement • June 19th, 2013 • Blackstone Alternative Alpha Fund II
This Agreement made this 6th day of March, 2013, by and between Blackstone Alternative Alpha Fund II, a Massachusetts business trust (the “Trust”), and Blackstone Alternative Asset Management Associates L.L.C. (the “Subscriber”);
