0001193125-14-236368 Sample Contracts

DEALER AGREEMENT
Dealer Agreement • June 13th, 2014 • Blackstone Alternative Alpha Fund II • New York

Blackstone Advisory Partners L.P. (“Distributor”) serves as a principal underwriter for Blackstone Alternative Alpha Fund (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 shares of the Fund (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the 11th day of November 2013.

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DEALER AGREEMENT
Dealer Agreement • June 13th, 2014 • Blackstone Alternative Alpha Fund II • New York
FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT FOR CITIGROUP GLOBAL MARKETS INC. FEE BASED ACCOUNT PROGRAMS
Participation 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”).

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