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.
DEALER AGREEMENTDealer Agreement • July 17th, 2014 • 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 Credit Suisse Securities (USA) 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 10th day of June 2014.
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”).
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”).
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.
