0001193125-14-220052 Sample Contracts

Blackstone Alternative Multi-Manager Fund FORM OF FIRST AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 30th, 2014 • Blackstone Alternative Investment Funds • New York

AGREEMENT effective as of [June 1], 2014, between Blackstone Alternative Investment Advisors LLC, a Delaware limited liability company (the “Adviser”), and Boussard & Gavaudan Asset Management, LP, an English limited partnership (the “Sub-Adviser”).

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Blackstone Alternative Multi-Manager Fund FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 30th, 2014 • Blackstone Alternative Investment Funds • New York

AGREEMENT, effective as of March 31, 2014, between Blackstone Alternative Investment Advisors LLC, a Delaware limited liability company (the “Adviser”), and GS Investment Strategies, LLC, a Delaware limited liability company (the “Sub-Adviser”).

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C. FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 30th, 2014 • Blackstone Alternative Investment Funds • New York

This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of March , 2014 (the “Agreement”), is between BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC, a Delaware limited liability company (the “Investment Manager”), and BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., a Delaware limited liability company (the “Fund”), a wholly-owned subsidiary of Blackstone Alternative Multi-Strategy Fund (“BAMSF”), a series of Blackstone Alternative Investment Funds (“BAIF”), a Massachusetts business trust and open-end investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The purpose of the Fund is to facilitate the implementation of BAMSF’s investment strategies.

BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND FORM OF AMENDMENT No. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 30th, 2014 • Blackstone Alternative Investment Funds

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”).

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