BLACKSTONE ALTERNATIVE ALPHA FUND II AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • May 30th, 2017 • Blackstone Alternative Alpha Fund II • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, this 26th day of August 2016, amends and restates in its entirety the Agreement and Declaration of Trust of Blackstone Alternative Alpha Fund II dated January 10, 2013, as amended by Amendment No. 1 dated September 18, 2013. This Amended and Restated Agreement and Declaration of Trust shall be effective upon filing with the Secretary of The Commonwealth of Massachusetts:
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Blackstone Alternative Alpha Fund II • May 30th, 2017
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
