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 FIRST AMENDED AND RESTATED DEALER AGREEMENTDealer Agreement • July 25th, 2017 • Blackstone Alternative Alpha Fund II • New York
Blackstone Advisory Partners L.P. (“Distributor”) serves as a principal underwriter for Blackstone Alternative Alpha Fund II (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 UBS Financial Services Inc. (“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 29th day of August 2016.
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:
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 22nd, 2015 • Blackstone Alternative Alpha Fund II • Massachusetts
THIS AGREEMENT is made as of , 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 22nd, 2015 • Blackstone Alternative Alpha Fund II • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of , 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”).
DEALER AGREEMENTDealer Agreement • June 13th, 2014 • Blackstone Alternative Alpha Fund II • New York
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Blackstone Alternative Alpha Fund II • May 31st, 2018
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 ADMINISTRATION AGREEMENTAdministration Agreement • July 20th, 2018 • Blackstone Alternative Alpha Fund II • Massachusetts
This Amendment to the Administration Agreement is made as of (the “Amendment”) 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 attached to the Agreement (as defined below) (each such management investment company and other fund shall hereafter be referred to as a “Fund” or the “Funds”) and shall be effective as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
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”);
BLACKSTONE ALTERNATIVE ALPHA FUND II AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST 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...Agreement and Declaration • November 22nd, 2016 • Blackstone Alternative Alpha Fund II
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Blackstone Alternative Alpha Fund II • May 31st, 2019
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
FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT FOR CITIGROUP GLOBAL MARKETS INC. FEE BASED ACCOUNT PROGRAMSParticipation Agreement • June 13th, 2014 • Blackstone Alternative Alpha Fund II • New York
This First Amended and Restated Participation Agreement, dated as of June 3, 2014 (the “Agreement”), is by and between Citigroup Global Markets Inc. (hereinafter referred to as “CGMI”) and Blackstone Advisory Partners L.P. (“Distributor”).
FIRST AMENDMENT TO DEALER AGREEMENT BLACKSTONE ADVISORY PARTNERS L.P. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Blackstone Alternative Alpha Fund II Dated as of June 15, 2017Dealer Agreement • May 31st, 2019 • Blackstone Alternative Alpha Fund II
This First Amendment to Dealer Agreement (this “Amendment”), amends, effective as of June 15, 2017, the Dealer Agreement dated August 14, 2013 (the “Dealer Agreement”) between Blackstone Advisory Partners L.P. (the “Distributor”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Sub-Distribution Agent”) in connection with the offering of shares of beneficial interests in Blackstone Alternative Alpha Fund II (the “Fund”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Dealer Agreement.
JOINDERServices 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.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT BLACKSTONE ALTERNATIVE ASSET MANAGEMENT L.P.Limitation and Reimbursement Agreement • July 22nd, 2016 • 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 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
AIS FUND PLATFORM OPERATING AGREEMENTOperating Agreement • July 22nd, 2015 • Blackstone Alternative Alpha Fund II • California
This Operating Agreement is made as of [·] between Charles Schwab & Co., Inc. (“Schwab”), a California corporation, Blackstone Advisory Partners L.P., a Delaware limited partnership (“BAP”) and each pooled investment vehicle (each a “Fund” and collectively, the “Funds”), listed on Schedule I hereto, as amended from time to time (“Agreement”).
AMENDMENT TO SERVICES AGREEMENTServices Agreement • July 22nd, 2015 • Blackstone Alternative Alpha Fund II
AMENDMENT made as of the , 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 and 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.
FORM OF DISTRIBUTION AGREEMENT between BLACKSTONE ALTERNATIVE ALPHA FUND II and BLACKSTONE ADVISORY PARTNERS L.P.Blackstone Alternative Alpha Fund II • June 19th, 2013 • 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
FORM OF AMENDMENT TO THE DEALER AGREEMENTThe Dealer Agreement • May 31st, 2019 • Blackstone Alternative Alpha Fund II
