0001193125-17-235182 Sample Contracts

FORM OF FIRST AMENDED AND RESTATED DEALER AGREEMENT
Dealer Agreement • July 25th, 2017 • Blackstone Alternative Alpha Fund • 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 29th day of August 2016.

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AMENDMENT NO. 2 TO DEALER AGREEMENT
Dealer Agreement • July 25th, 2017 • Blackstone Alternative Alpha Fund • New York

This AMENDMENT NO. 2 TO THE DEALER AGREEMENT (“Amendment No. 2”) is made as of June 5, 2017 (the “Effective Date”) between Blackstone Advisory Partners L.P. (the “Distributor”), Citigroup Global Markets Inc. (“CGMI”), and Citi Private Advisory, LLC (“CPA”). All capitalized terms used and not defined herein shall be given their meanings as so defined in the Dealer Agreement (as defined below).

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