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.
DEALER AGREEMENTDealer Agreement • March 8th, 2018 • 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 investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. Snowden Account Services LLC (“Dealer”) and Distributor hereby agree that Dealer will participate in the distribution of shares of the Fund described in Exhibit C hereto (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of November 30, 2017.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • April 10th, 2015 • Blackstone Real Estate Income Fund II • Massachusetts
THIS AGREEMENT is made as of January 15, 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 • April 10th, 2015 • Blackstone Real Estate Income Fund II • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of January 15, 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”).
DISTRIBUTION AGREEMENT between BLACKSTONE REAL ESTATE INCOME FUND II and BLACKSTONE ADVISORY PARTNERS L.P.Distribution Agreement • April 10th, 2015 • 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 cl
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Blackstone Real Estate Income Advisors L.L.C.Limitation and Reimbursement Agreement • March 12th, 2019 • 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”) 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 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 Fund or Master Fund), (vi) taxes, and (vii) extrao
DEALER AGREEMENTDealer Agreement • April 10th, 2015 • Blackstone Real Estate Income Fund II • New York
BLACKSTONE REAL ESTATE INCOME FUND II INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • April 10th, 2015 • Blackstone Real Estate Income Fund II • New York
This Investment Management Agreement, dated and effective as of January 24, 2014, (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”).
DEALER AGREEMENTDealer Agreement • April 10th, 2015 • 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 Morgan Stanley Smith Barney LLC (“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 27th day of January, 2014.
Blackstone Real Estate Income Advisors L.L.C.Letter Agreement • March 12th, 2019 • Blackstone Real Estate Income Fund II • New York
This letter agreement (this “Agreement”) confirms the temporary waiver by the Investment Manager of a portion of the Management Fees payable by the Fund, as follows:
ContractSubscription Agreement • August 9th, 2016 • Blackstone Real Estate Income Fund II
This “Subscription Agreement” relates to subscriber’s (“Subscriber”) subscription for shares (“Shares”) in Blackstone Real Estate Income Fund II (the “Fund”) and is intended to be read in conjunction with the accompanying Signature Pages. By executing and submitting the Signature Pages, Subscriber makes and affirms all of the certifications, representations, warranties, agreements, acknowledgements and undertakings set forth in this Subscription Agreement. Subscriber agrees that to the extent there is an inconsistency between this Subscription Agreement and the Signature Pages, the terms of this Subscription Agreement shall control.
Blackstone Real Estate Income Advisors L.L.C.Letter Agreement • April 25th, 2017 • Blackstone Real Estate Income Fund II • New York
This letter agreement (this “Agreement”) confirms the temporary waiver by the Investment Manager of a portion of the Management Fees payable by the Fund, as follows:
ContractSubscription Agreement • April 10th, 2015 • Blackstone Real Estate Income Fund II
This “Subscription Agreement” relates to subscriber’s (“Subscriber”) subscription for shares (“Shares”) in Blackstone Real Estate Income Fund II (the “Fund”) and is intended to be read in conjunction with the accompanying Signature Pages. By executing and submitting the Signature Pages, Subscriber makes and affirms all of the certifications, representations, warranties, agreements, acknowledgements and undertakings set forth in this Subscription Agreement. Subscriber agrees that to the extent there is an inconsistency between this Subscription Agreement and the Signature Pages, the terms of this Subscription Agreement shall control.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Blackstone Real Estate Income Advisors L.L.C.Limitation and Reimbursement Agreement • April 10th, 2015 • 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”) 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 Fund or Master Fund), (vi) taxes,
Blackstone Real Estate Income Advisors L.L.C.Letter Agreement • April 15th, 2016 • Blackstone Real Estate Income Fund II • New York
This letter agreement (this “Agreement”) confirms the temporary waiver by the Investment Manager of a portion of the Management Fees payable by the Fund, as follows:
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
AMENDMENT TO DEALER AGREEMENTDealer Agreement • March 12th, 2019 • Blackstone Real Estate Income Fund II • New York
This Amendment to Dealer Agreement (this “Amendment”) is made and entered into as of February 20, 2019, by and among Merrill Lynch Alternative Investments LLC (“MLAI”), Blackstone Advisory Partners L.P. (the “Distributor”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Sub-Distribution Agent”). MLAI, the Distributor and the Sub-Distribution Agent are sometimes referred to herein as a “Party” or collectively as the “Parties.”
FIRST AMENDED AND RESTATED DEALER AGREEMENTFirst Amended and Restated Dealer Agreement • March 8th, 2018 • Blackstone Real Estate Income Fund II • New York
This AGREEMENT (this “Agreement”) is effective as of January 1, 2016, between Blackstone Advisory Partners L.P. (“Distributor”) and Morgan Stanley Smith Barney LLC (“Dealer”).
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
Blackstone Real Estate Income Advisors L.L.C.Letter Agreement • April 10th, 2015 • Blackstone Real Estate Income Fund II • New York
This letter agreement (this “Agreement”) confirms the temporary waiver by the Investment Manager of a portion of the Management Fees payable by the Fund, as follows:
SECOND AMENDMENT TO DEALER AGREEMENT BLACKSTONE ADVISORY PARTNERS L.P. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Blackstone Real Estate Income Fund II Dated as of June 20, 2017Dealer Agreement • March 8th, 2018 • Blackstone Real Estate Income Fund II
This Second Amendment to Dealer Agreement (this “Amendment”), amends, effective as of June 20, 2017, the Dealer Agreement dated July 14, 2014 (as amended by Amendment to the Dealer Agreement, effective as of January 1, 2016), by and between Blackstone Advisory Partners L.P. (the “Distributor”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Sub-Distribution Agent”) (the “Dealer Agreement”) in connection with the offering of shares of beneficial interests in Blackstone Real Estate Income Fund II (the “Fund”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Dealer Agreement.
AMENDMENT TO DEALER AGREEMENT BY AND AMONG MERRIL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND BLACKSTONE ADVISORY PARTNERS L.P.Dealer Agreement by And • March 8th, 2018 • Blackstone Real Estate Income Fund II
THIS AMENDMENT, effective as of January 1, 2016, is by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”), and Blackstone Advisory Partners L.P. (“BAP”);
Blackstone Real Estate Income Advisors L.L.C.Letter Agreement • March 12th, 2020 • Blackstone Real Estate Income Fund II • New York
This letter agreement (this “Agreement”) confirms the temporary waiver by the Investment Manager of a portion of the Management Fees payable by the Fund, as follows:
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Blackstone Real Estate Income Advisors L.L.C.Limitation and Reimbursement Agreement • April 25th, 2017 • 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”) 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 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 Fund or Master Fund), (vi) taxes, and (vii) extrao
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Blackstone Real Estate Income Advisors L.L.C.Limitation and Reimbursement Agreement • March 12th, 2020 • 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”) 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 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 Fund or Master Fund), (vi) taxes, and (vii) extrao
