BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND FORM OF AMENDMENT No. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT

Exhibit (d)(22)(i)

BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND

FORM OF AMENDMENT No. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT

This AMENDMENT, dated and effective as of May     , 2014 (the “Amendment”), is between BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC, a Delaware limited liability company (the “Investment Manager”), and BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, a Massachusetts business trust (the “Trust”), on behalf of its series, Blackstone Alternative Multi-Strategy Fund (the “Fund”).

WHEREAS, the Trust and the Investment Manager have entered into an Investment Management Agreement dated as of March 17, 2013 (the “Management Agreement”) pursuant to which the Trust appointed the Investment Manager to act as investment adviser with respect to the Fund;

WHEREAS, in accordance with Section 10 of the Management Agreement, the parties desire to amend Section 3 of the Management Agreement to revise the management fee payable by the Fund to the Investment Manager;

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Section 6 of the Management Agreement is hereby amended to read in its entirety as follows:

The Fund will pay to the Investment Manager, as compensation for the services rendered, facilities furnished, and expenses borne by the Investment Manager hereunder, a management fee (“Management Fee”). The Management Fee is accrued daily and payable quarterly. The Management Fee is equal to the annual Effective Advisory Fee Rate (as defined below) multiplied by the Fund’s average daily net assets, excluding net assets of the Trust’s wholly-owned subsidiaries. In the event the Investment Manager is not acting as such for an entire calendar quarter, the Management Fee payable by the Fund for the calendar quarter shall be prorated to reflect the portion of the calendar quarter in which the Investment Manager is acting as such under this Agreement.

The “Effective Advisory Fee Rate” will be determined based on the amount of the Fund’s net assets, including net assets of the Trust’s wholly-owned subsidiaries, and will be calculated on a weighted average basis to derive a blended rate as follows:

For Fund net assets (including net assets of the Trust’s wholly-owned subsidiaries):		The Applicable Effective Advisory Fee Rate is:
Less than or equal to:
$2,500,000,000		1.95%			plus:
Greater than or equal to:
$2,500,000,000		1.80% (for amounts over $2,499,999,999)

[Signature Page Follows]

1

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first written above.

BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC

By:

Name: Xxxxx Xxxxxxx

Title: Senior Managing Director, General Counsel

BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, solely with respect to its series, Blackstone Alternative Multi-Strategy Fund

By:

Name: Xxxxx X. Xxxxx

Title: President

Amendment No. 1 to Investment Management Agreement between BAIA and BAIF (BAMSF)