MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • December 27th, 2013 • Blackstone Real Estate Income Fund II • Massachusetts
This Agreement is made as of December 12, 2013, by and among each management investment company and other fund identified on Appendix A hereto (each such investment company and other fund and each management investment company and other fund made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
BLACKSTONE REAL ESTATE INCOME FUND II AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of December 17, 2013Agreement and Declaration of Trust • December 27th, 2013 • Blackstone Real Estate Income Fund II
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 17th day of December, 2013, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
BLACKSTONE REAL ESTATE INCOME FUND II INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 27th, 2013 • Blackstone Real Estate Income Fund II • New York
This Investment Management Agreement, dated and effective as of [ ], 201[ ], (the “Agreement”), is between Blackstone Real Estate Income Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”), and Blackstone Real Estate Income Fund II, a Delaware statutory trust (the “Fund”).
FORM OF DISTRIBUTION AGREEMENT between BLACKSTONE REAL ESTATE INCOME FUND II and BLACKSTONE ADVISORY PARTNERS L.P.Form of Distribution Agreement • December 27th, 2013 • Blackstone Real Estate Income Fund II • New York
Blackstone Real Estate Income Fund II, a Delaware statutory 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 $[150],000,000 of its common 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
BLACKSTONE REAL ESTATE INCOME FUND II Subscription AgreementSubscription Agreement • December 27th, 2013 • Blackstone Real Estate Income Fund II
This Agreement made this [ ]th day of [ ], 201[ ], by and between Blackstone Real Estate Income Master Fund, a Delaware statutory trust (the “Trust”), and Blackstone Real Estate Income Fund II (the “Subscriber”);
FORM OF DEALER AGREEMENTForm of Dealer Agreement • December 27th, 2013 • Blackstone Real Estate Income Fund II • New York
Blackstone Advisory Partners L.P. (“Distributor”) serves as a principal underwriter for Blackstone Real Estate Income Fund [II] (the “Fund”), a closed-end, non-diversified, management 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 [ ] (“Dealer”) hereby agree that Dealer will participate in the distribution of the shares of the Fund described on Exhibit A hereto (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the [ ] day of [ ], 201[ ].
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Blackstone Real Estate Income Advisors L.L.C.Limitation and Reimbursement Agreement • December 27th, 2013 • Blackstone Real Estate Income Fund II
Blackstone Real Estate Income Advisors L.L.C. (the “Investment Manager”) 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, “Specified Expenses” (as defined below) would exceed the Total Expense Cap (as defined below). “Specified Expenses” of the Fund means all expenses incurred in the business of the Fund and the Fund’s pro rata share of all expenses in the business of Blackstone Real Estate Income Master Fund (the “Master Fund”), including organizational costs, with the exception of: (i) the Management Fee (as defined in the Fund’s prospectus), (ii) the Incentive Fee (as defined in the Fund’s prospectus), (iii) the Distribution and Service Fee (as defined in the Fund’s prospectus), (iv) brokerage costs, (v) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the
