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As filed with the Securities and Exchange Commission on January 13, 2023
Securities Act File No.Ā 333-185238
Investment Company Act File No.Ā 811-22743
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U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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SCHEDULE 14C
INFORMATION
(CHECK APPROPRIATE BOX OR BOXES)
Information Statement Pursuant To SectionĀ 14(c) Of The
Securities Exchange Act Of 1934
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ā | Ā | Preliminary Information Statement |
ā | Ā | Confidential, for Use of the Commission Only (as permitted by RuleĀ 14a-6(e)(2)) |
ā | Ā | Definitive Information Statement |
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
(Exact name of Registrant as Specified in Charter)
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ā | Ā | Check box if any part of the fee is offset as provided by Exchange Act RuleĀ 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
345 Park Avenue, New York, NY 10154
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF
INFORMATION STATEMENT
JanuaryĀ 13,
2023
As a shareholder of Blackstone Alternative Multi-Strategy Fund (the ĀFundĀ), a series of Blackstone Alternative Investment Funds (the
ĀTrustĀ), you are receiving this Notice regarding the internet availability of an Information Statement relating to the selection and approval of additional sub-advisers for the Fund. This Notice
presents only an overview of the more complete Information Statement that is available to you on the internet or, upon request, by mail. We encourage you to access and to review all of the important information contained in the Information
Statement. As described below, the Information Statement is for informational purposes only. You do not need to take any action in connection with the selection and approval of the sub-advisers.
Summary of Information Statement
The Information
Statement describes how Blackstone Alternative Investment Advisors LLC (ĀBAIAĀ), the FundĀs investment adviser, seeks to achieve the FundĀs investment objective by, in part, allocating the FundĀs assets among investment sub-advisers with experience managing alternative investment strategies. At BAIAĀs recommendation, the TrustĀs Board of Trustees (the ĀBoardĀ) has recently approved Magnetar Asset Management LLC
(ĀMagnetarĀ)1, Fir Tree Capital Management LP (ĀFir TreeĀ), North Reef Capital Management LP (ĀNorth ReefĀ), Seven Grand Managers, LLC (ĀSeven GrandĀ) and
Melqart Asset Management (UK) Limited (ĀMelqartĀ) as sub-advisers to the Fund. The Information Statement provides information about Magnetar, Fir Tree, North Reef, Seven Grand and Melqart.
BAIA, pursuant to the terms of an exemptive order received from the Securities and Exchange Commission on MarchĀ 13, 2017, may enter into and amend
materially sub-advisory agreements with discretionary and non-discretionary sub-advisers that are either unaffiliated with BAIA
or that are directly or indirectly wholly-owned subsidiaries of Blackstone, Inc. (ĀBlackstoneĀ) without seeking the approval of the FundĀs shareholders, so long as certain conditions are satisfied. BAIAĀs selection of Magnetar,
Fir Tree, North Reef, Seven Grand, and Melqart does not require shareholder approval. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy.
By sending you this Notice, the Fund is notifying you that it is making the Information Statement available to you via the internet in lieu of mailing you a
paper copy. You
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1Ā |
Magnetar was initially approved by the Board as a sub-adviser to the Fund in 2017 and was formally hired as a |
may print and view the Information Statement on the FundĀs website at www.bxmix.com. The Information Statement will be available on the website for at least 90 days after the date of this
Notice. If you want to receive a paper copy of the Information Statement, you must request one. There is no charge to you for requesting a copy. You may request a paper copy or PDF via email of the Information Statement by writing the
Fund, c/o BAIA, 345 Park Avenue, New York, NY 10154, or by calling (toll-free) 1-855-890-7725, by AprilĀ 30, 2022. If you do
not request a paper copy or PDF via email by that date, you will not receive a paper or email copy. You can obtain a free copy of the annual and semi-annual reports of the Fund, when available, by writing or contacting the Fund at the address or
number above or visiting the FundĀs website.
Please note: Only one Notice is being delivered to multiple shareholders who share an address
unless the Fund has received contrary instructions from any of those shareholders. Upon request to the telephone number or address listed above, the Fund will promptly deliver a separate copy of this Notice to a shareholder at a shared address to
which a single copy of this Notice was delivered. If a shareholder is receiving multiple copies at a shared address and would like to receive a single copy, the shareholder may make that request to the telephone number or address listed above.
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
345 Park Avenue, New York, NY 10154
INFORMATION STATEMENT
JanuaryĀ 13,
2023
NOTICE REGARDING NEW SUB-ADVISERS
Blackstone Alternative Investment Advisors LLC (ĀBAIAĀ), the investment adviser to Blackstone Alternative Multi-Strategy Fund (the ĀFundĀ),
a series of Blackstone Alternative Investment Funds (the ĀTrustĀ), seeks to achieve the FundĀs investment objective by, in part, allocating the FundĀs assets among investment sub-advisers
with experience managing alternative investment strategies. This Information Statement is being provided to the FundĀs shareholders in lieu of a proxy statement, pursuant to the terms of an exemptive order received from the Securities and
Exchange Commission (the ĀSECĀ) on MarchĀ 13, 2017. This exemptive order permits BAIA to enter into and amend materially sub-advisory agreements with discretionary and non-discretionary investment sub-advisers that are either unaffiliated with BAIA or that are directly or indirectly wholly-owned subsidiaries of Blackstone Inc.
(ĀBlackstoneĀ) without seeking the approval of the FundĀs shareholders, so long as certain conditions are satisfied. This Information Statement is to inform you that, at BAIAĀs recommendation, the TrustĀs Board of Trustees
(the ĀBoardĀ) has recently approved Magnetar Asset Management LLC (ĀMagnetarĀ)2, Fir Tree Capital Management LP (ĀFir TreeĀ), North Reef Capital Management LP
(ĀNorth ReefĀ), Seven Grand Managers, LLC (ĀSeven GrandĀ) and Melqart Asset Management (UK) Limited (ĀMelqartĀ) as sub-advisers to the Fund. No shareholder approval is required.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE FUND AND THE ADVISORY AGREEMENT
BAIA serves as the
investment adviser to the Fund pursuant to an Investment Advisory Agreement dated MarchĀ 17, 2014, as amended (the ĀAdvisory AgreementĀ). BAIA seeks to achieve the FundĀs investment objective by allocating the FundĀs assets
among a variety of non-traditional or ĀalternativeĀ investment strategies, including, in part, by allocating the FundĀs assets among sub-advisers with
experience managing alternative investment strategies. BAIA also allocates the FundĀs assets among certain unaffiliated investment funds, manages a portion of the FundĀs assets directly and, from time to time, may instruct sub-advisers with respect to particular investments. BAIA is responsible for selecting the FundĀs investment strategies, for identifying and retaining sub-advisers with
expertise in the selected strategies, and for determining the amount of Fund assets to allocate to each sub-adviser or to manage directly.
BAIA may adjust allocations from time to time among strategies or sub-advisers based on its assessment of market
conditions and/or sub-adviser strategies, and BAIA has discretion to not allocate any assets to one or more sub-advisers at any time. BAIA currently intends to generally
consider the following factors as part of its sub-adviser screening process, although the factors considered from time to time or with respect to any one sub-adviser may
vary and may include only some or none of the factors listed below or other factors that are not listed below:
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Attractive long-term risk-adjusted investment performance: BAIA seeks to choose sub-advisers focused on |
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Magnetar was initially approved by the Board as |
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Skilled application of non-traditional investment techniques: BAIA |
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Opportunistic approach to investing: Among the sub-advisers sought |
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Management stability and committed investment professionals: BAIA believes the ability to generate |
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Ongoing monitoring: Once selected, the performance of each |
Each sub-adviser selected by BAIA and approved by the Board enters into a sub-advisory agreement with BAIA, pursuant to which each discretionary sub-adviser is delegated responsibility for the day-to-day management of the assets of the Fund and/or of one or more of the wholly-owned subsidiaries of the Fund allocated to the sub-adviser (the ĀAllocated
PortionĀ). BAIA compensates the sub-advisers out of the management fee it receives from the Fund. Each discretionary sub-adviser makes investment decisions for the
assets it has been allocated to manage, subject to the overall supervision of BAIA. BAIA oversees each sub-adviser for compliance with the FundĀs investment objective, policies, strategies, and
restrictions, and monitors each sub-adviserĀs adherence to its investment style.
THE NEW SUB-ADVISORY
AGREEMENTS
At a meeting of the Board held on MayĀ 24, 2022, the Board, including a majority of the Board members who are not interested persons of
the Fund within the meaning of the Investment Company Act of 1940, as amended (the Ā1940 ActĀ) (the ĀIndependent TrusteesĀ), approved the third amended and restated investment sub-advisory
agreement between BAIA and Magnetar (the ĀThird Amended and Restated Investment Sub-Advisory AgreementĀ). On OctoberĀ 24, 2022, the Third Amended and Restated Investment Sub-Advisory Agreement terminated and was replaced by a new sub-advisory agreement between BAIA and Magnetar. The Board, including a majority of the Independent Trustees, at a
meeting on AugustĀ 4, 2022, approved a new sub-advisory agreement between BAIA and Magnetar. The new sub-advisory agreement with Magnetar became effective as of
OctoberĀ 24, 2022.
At a meeting of the Board held on OctoberĀ 12, 2022, the Board, including a majority of the Independent Trustees, approved Fir
Tree as a sub-adviser to the Fund and, in connection therewith, also approved a new sub-advisory agreement between BAIA and Fir Tree. The
sub-advisory agreement with Fir Tree became effective as of OctoberĀ 21, 2022.
At a meeting of the Board held on NovemberĀ 15, 2022, the Board, including a majority of the Independent
Trustees, approved North Reef, Seven Grand and Melqart as sub-advisers to the Fund and, in connection therewith, also approved a sub-advisory agreement between BAIA and
North Reef, a sub-advisory agreement between BAIA and Seven Grand, and a sub-advisory agreement between BAIA and Melqart. The
sub-advisory agreement with North Reef became effective as of NovemberĀ 16, 2022, the sub-advisory agreement with Seven Grand became effective as of
NovemberĀ 16, 2022, and the sub-advisory agreement with Melqart became effective as of DecemberĀ 1, 2022.
Under its sub-advisory agreement, subject to the supervision and oversight of BAIA, each of Magnetar, Fir Tree, North
Reef, Seven Grand and Melqart will furnish continuously an investment program for the Fund, determining what investments to purchase, hold, sell, or exchange and what portion of the FundĀs assets to hold uninvested, with respect to its
Allocated Portion, in compliance with the FundĀs governing documents, registration statement, investment objective, policies, and restrictions, and applicable law and subject to the oversight of the Board. Each
sub-adviser is responsible for its expenses incurred in connection with managing its Allocated Portion. Each of Magnetar, Fir Tree, North Reef, Seven Grand and Melqart receives, as compensation for its
services, fees from BAIA (not the Fund).
The initial term of the new sub-advisory agreement with Magnetar extends
until OctoberĀ 24, 2024, the initial term of the new sub-advisory agreement with Fir Tree extends until OctoberĀ 21, 2024, the initial term of the new
sub-advisory agreement with North Reef extends until NovemberĀ 16, 2024, the initial term of the new sub-advisory agreement with Seven Grand extends until
NovemberĀ 16, 2024 and the initial term of the new sub-advisory agreement with Melqart extends until DecemberĀ 1, 2024. After the initial term, each sub-advisory
agreement shall continue in effect for successive periods of no more than twelve (12)Ā months each, only so long as such continuance is specifically approved at least annually (i)Ā by the Board or by vote of a majority of outstanding voting
securities of the Fund and (ii)Ā by a majority of the Independent Trustees.
The sub-advisory agreement with Magnetar may be terminated at any time
without payment of any penalty, (i)Ā by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 daysĀ prior written notice to BAIA and Magnetar; (ii)Ā by Magnetar upon 60 daysĀ prior written
notice to BAIA and the Fund; or (iii)Ā by BAIA upon 61 daysĀ written notice to Magnetar. The sub-advisory agreement with Magnetar may also be terminated, without the payment of any penalty, by BAIA
immediately upon (i)Ā a material breach by Magnetar of the sub-advisory agreement that is not promptly cured or (ii)Ā at the reasonable discretion of BAIA if Magnetar or any officer, director or key
portfolio manager of Magnetar being accused in any regulatory, self-regulatory or judicial proceeding as having materially violated the federal securities laws or engaged in criminal conduct that would constitute a felony rendering such person or an
affiliate ineligible from serving as an investment adviser to the Fund under applicable securities laws. The sub-advisory agreement with Magnetar will terminate automatically and immediately in the event of
the termination of the Advisory Agreement.
The sub-advisory agreement with Fir Tree may be terminated at any time
without payment of any penalty (i)Ā by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 daysĀ prior written notice to BAIA and Fir Tree; (ii)Ā by Fir Tree upon 60 daysĀ prior written
notice to the BAIA and the Fund; or (iii)Ā by BAIA upon 61 daysĀ written notice to Fir Tree. The sub-advisory agreement with Fir Tree may also be terminated, without the payment of any penalty, by
BAIA immediately upon (i)Ā a material breach by Fir Tree of the sub-advisory agreement which is not promptly cured; (ii)Ā Faisal Syed ceasing to be employed by Fir Tree or continuing to oversee Fir
TreeĀs management of the Allocated Portion; or (iii)Ā at the discretion of BAIA if Fir Tree or any officer, director or key portfolio manager (including, without limitation, Faisal Syed), of Fir Tree is accused in any regulatory,
self-regulatory or judicial proceeding of violating the federal securities laws or engaging in criminal conduct. The sub-advisory agreement with Fir Tree shall terminate automatically and immediately in the
event of the termination of the Advisory Agreement.
The sub-advisory agreement with North Reef may be terminated
at any time without payment of any penalty (i)Ā by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 daysĀ prior written notice to BAIA and North Reef; (ii)Ā by North Reef upon 60 daysĀ
prior written notice to BAIA and the Fund; or (iii)Ā by BAIA upon 61 daysĀ written notice to North Reef. The sub-advisory agreement with North Reef
may also be terminated, without the payment of any penalty, by BAIA immediately upon (i)Ā a material breach by North Reef of the sub-advisory agreement
which is not promptly cured; (ii)Ā James Hanna ceasing to be employed by North Reef or continuing to oversee North ReefĀs management of the Allocated Portion; or (iii)Ā at the discretion of BAIA if North Reef or any officer, director or
key portfolio manager of North Reef is accused in any regulatory, self-regulatory or judicial proceeding of violating the federal securities laws or engaging in criminal conduct. The sub-advisory agreement
with North Reef shall terminate automatically and immediately in the event of the termination of the Advisory Agreement.
The sub-advisory agreement with Seven Grand may be terminated at any time without payment of any penalty (i)Ā by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60
daysĀ prior written notice to BAIA and Seven Grand; (ii)Ā by Seven Grand upon 60 daysĀ prior written notice to BAIA and the Fund; or (iii)Ā by BAIA upon 61 daysĀ written notice to Seven Grand. The sub-advisory agreement with Seven Grand may also be terminated, without the payment of any penalty, by BAIA immediately upon (i)Ā a material breach by Seven Grand of the
sub-advisory agreement which is not promptly cured; (ii)Ā Chris Fahy ceasing to be employed by Seven Grand or continuing to oversee Seven GrandĀs management of the Allocated Portion; or (iii)Ā at
the discretion of BAIA if Seven Grand or any officer, director or key portfolio manager of Seven Grand is charged in any regulatory, self-regulatory or judicial proceeding of violating the federal securities laws or engaging in criminal conduct
relating to the securities industry, or is accused by any regulator or self-regulatory organization in circumstances where the accusation is reasonably likely to have a material adverse economic or reputational effect on the Fund or Seven
GrandĀs ability to provide services under the sub-advisory agreement. The sub-advisory agreement with Seven Grand shall terminate automatically and immediately upon
termination of the Advisory Agreement.
The sub-advisory agreement with Melqart may be terminated at any time
without payment of any penalty (i)Ā by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 daysĀ prior written notice to BAIA and Melqart; (ii)Ā by Melqart upon 65 daysĀ prior written
notice to BAIA and the Fund; or (iii)Ā by BAIA upon 65 daysĀ written notice to Melqart. Melqart may terminate the sub-advisory agreement upon five business daysĀ notice if BAIA assumes direct
responsibility for any function delegated to Melqart under the sub-advisory agreement pursuant to SectionĀ 2(a). The sub-advisory agreement with Melqart may also be
terminated, without the payment of any penalty, by Melqart upon five daysĀ prior written notice upon any of the following: (i)Ā any change to the Procedures (as defined in the sub-advisory agreement)
or any instruction from BAIA, the Board, or any service provider to the Fund or the Trust, or the alteration of the definition of Trade Error or Compliance Error, in each case that, in MelqartĀs good faith reasonable discretion, would make it
impracticable or unreasonable for Melqart to continue to implement the Strategy with respect to the Allocated Portion; or (ii)Ā the material breach by BAIA of the sub-advisory agreement which is not
promptly cured. The sub-advisory agreement with Melqart may also be terminated by BAIA (in its sole discretion) by providing five business daysĀ notice (i)Ā following a material breach by Melqart of
the sub-advisory agreement which is not promptly cured; (ii)Ā following receipt of notice of the occurrence of a Key Person Event (as defined in the sub-advisory
agreement); (iii) if Melqart or Keith Decarlucci is convicted of, or enters into a plea of guilty or nolo contendere, or is otherwise found by a court, regulator or governmental body of competent jurisdiction to have committed a material violation
of any federal securities law or any felony that is reasonably likely to have a material adverse effect on the ability of Melqart to perform its services under the sub-advisory agreement. The sub-advisory agreement with Melqart may also be terminated by BAIA (in its sole discretion) immediately if Melqart or any officer, director or Keith Decarlucci is charged in any regulatory, self-regulatory or
judicial proceeding of violating the federal securities laws or engaging in criminal conduct or is accused by any regulator or self-regulator in circumstances where the accusation is reasonably likely to have a material adverse economic or
reputation effect on the Fund or MelqartĀs ability to provide services under the sub-advisory agreement. The sub-advisory agreement shall terminate automatically
and immediately upon termination of the Advisory Agreement, and BAIA shall endeavor in good faith to provide Melqart with 65 daysĀ prior written notice of such proposed termination.
Each sub-advisory agreement may also terminate if mutually agreed upon by both BAIA and the sub-adviser. Under the exemptive order referenced above, so long as certain conditions are satisfied, each sub-advisory agreement may be amended materially without shareholder
approval. However, the exemptive order requires
generally that shareholders of the Fund receive notice within 90 days of the hiring of a new sub-adviser and that the Fund provide shareholders with
information that is similar to that which would have been included in a proxy statement to shareholders.
The FundĀs existing sub-advisersĀ sub-advisory agreements, and the services provided pursuant to such agreements, are unchanged as a result of the BoardĀs approval of each of Magnetar, Fir Tree, North Reef, Seven Grand and Melqart.
The form of each sub-advisory agreement is attached within Exhibit A.
INFORMATION ABOUT MAGNETAR
Magnetar Asset Management LLC
was incorporated in 2016 and is an affiliate of Magnetar Financial LLC which was founded in 2005. Magnetar Capital Partners LP is the sole member of Magnetar. The general partner of Magnetar Capital Partners LP is Supernova Management LLC, a
manager-managed LLC whose managers are David Snyderman and Ross Laser. As of OctoberĀ 31, 2022, Magnetar and its affiliates had approximately $12.5Ā billion in assets under management, including designated investments and unfunded investor
commitments. MagnetarĀs principal place of business is located at 1603 Orrington Avenue, Evanston, IL 60201, United States.
Magnetar manages a
portion of the FundĀs assets using a using a process-driven risk arbitrage strategy which typically involves investing in equity securities of companies that are the targets of merger transactions in order to capture returns similar to those of
a passively managed risk arbitrage index. Magnetar will primarily invest in companies with a broad range of market capitalizations that are targets of announced merger transactions, with a focus on North America, Western Europe, and Australia, but
with potential to invest worldwide.
Magnetar also advises Pace Alternative Strategies Investment Fund, a series of Pace Select Advisers Trust.
The following table provides information on the principal executive officers and directors of Magnetar. The business address of each person is c/o Magnetar
Asset Management LLC, 1603 Orrington Avenue, Evanston, IL 60201, United States.
Ā
Name |
Ā Ā |
Title/Responsibilities |
David Snyderman | Ā Ā | Chief Executive Officer |
Ross Laser | Ā Ā | Co-Founder / President |
Ernie Rogers | Ā Ā | Chief Operating Officer |
Paul Smith | Ā Ā | Chief Legal Officer |
Karl Wachter | Ā Ā | General Counsel |
Mike Turro | Ā Ā | Chief Compliance Officer |
INFORMATION ABOUT FIR TREE
Fir Tree was founded in 1994 and is located at 500 Fifth Avenue, 9th Floor, New York, NY 10110, United
States. David Sultan and Clinton Biondo are the principals of Fir TreeĀs general partner, FTCM GP LLC. As of OctoberĀ 31, 2022, Fir Tree had approximately $3.2Ā billion in assets under management (including unfunded, non-discretionary commitments) across several strategic customized funds, hedge funds, and special opportunities vehicles.
Fir Tree is a value-oriented, global asset manager. Fir Tree manages a portion of the FundĀs assets using an opportunistic liquid, macro credit strategy
that seeks to find attractive credit arbitrage, credit convexity and credit hedging opportunities with low-to-negative correlation to broader credit market spread
performance. The strategy
seeks to invest in liquid cash and derivative instruments including, but not limited to, bond and equity index ETFs, credit default swap indexes, government bonds and interest rate swaps,
currency futures and forwards, and other credit and interest rate options and derivatives.
The following table provides information on the principal
executive officers, directors, and general partners of Fir Tree. The business address of each person is c/o Fir Tree Capital Management LP, 500 Fifth Avenue, 9th Floor, New York, NY 10110, United States.
Ā
Name |
Ā Ā |
Title/Responsibilities |
Donald McCarthy | Ā Ā | Chief Financial Officer |
Brian Meyer | Ā Ā | Chief Compliance Officer/General Counsel |
David Sultan | Ā Ā | Managing Partner/Chief Investment Officer |
Clinton Biondo | Ā Ā | Managing Partner |
INFORMATION ABOUT NORTH REEF
North Reef is a California-based investment manager founded in 2020. North Reef Capital Management GP LLC, the principal owner of which is James Hanna, is the
parent company of North Reef. As of OctoberĀ 31, 2022, North Reef had approximately $278Ā million in assets under management across a comingled fund and four separately managed accounts. North Reef is located at 851 S. Coast Hwy, Laguna
Beach, CA 92651, United States.
North Reef is an equity long/short manager with a focus on the North American financial sector. North ReefĀs
strategy seeks to generate a long-short spread by taking advantage of opportunities in the North American financial sector that are misunderstood or not reflected in market prices. The strategy seeks to take advantage of dislocations between stock
prices and the fundamental values of the underlying businesses. North Reef manages a low net equity strategy specializing in investing across all major subsectors of Financial Services with particular emphasis on regional banks, money center banks,
trust banks, broker dealers, credit card companies, payment companies, asset managers, and specialty finance companies.
The following table provides
information on the principal executive officers, directors, and general partners of North Reef. The business address of each person is c/o North Reef Capital Management LP, 851 S. Coast Hwy, Laguna Beach, CA 92651, United States.
Ā
Name |
Ā Ā |
Title/Responsibilities |
James Hanna | Ā Ā | Chief Investment Officer |
Daniel Locasto | Ā Ā | Chief Operating Officer |
E87 Fund Solutions, LLC | Ā Ā | Chief Financial Officer |
INFORMATION ABOUT SEVEN GRAND
Seven Grand was founded in 2019 and, as of OctoberĀ 31, 2022, had approximately $201Ā million in assets under management across four separately managed
accounts and a comingled account. Chris Fahy and Jeff Ziglar own and control Seven Grand. Seven Grand is located at 81 Pondfield Road, Suite C302, Bronxville, NY 10708, United States.
Seven Grand is an event-driven investment manager focused on new issuance opportunities within equity capital markets. Seven GrandĀs investments
primarily consist of initial public offerings (traditional corporate and special purpose acquisitions companies), follow-on offerings, and block trades. In addition, Seven Grand engages in post-deal trading of
equity capital markets issuance, as well as opportunistic adjacent capital markets-related special situations as they arise. Seven Grand is primarily focused on U.S. capital markets and occasionally participates in developed economy international
markets.
The following table provides information on the principal executive officers, directors, and general partners of
Seven Grand. The business address of each person is c/o Seven Grand Managers, LLC, 81 Pondfield Road, Suite C302, Bronxville, NY 10708, United States.
Ā
Name |
Ā Ā |
Title/Responsibilities |
Chris Fahy | Ā Ā | Chief Investment Officer |
Jeffrey Ziglar | Ā Ā | Chief Operating Officer/Chief Financial Officer/Chief Compliance Officer |
INFORMATION ABOUT MELQART
Melqart is a London-based investment manager founded in 2015. In 2021, Melqart launched the Melqart KEAL Macro Fund, which invests all of its investable assets
in the Melqart KEAL Macro Master Fund LP, a Cayman Islands exempted limited partnership. Melqart Asset Management LP, which is principally owned by Michel Massoud through Mopar Holding LTD and Melqart Asset Management (GP) LTD, is the parent company
of Melqart. As of OctoberĀ 31, 2022, Melqart had approximately $1.5Ā billion in assets under management. Melqart is located at 5 St. JamesĀs Square, London SW1Y 4JU, United Kingdom.
Melqart manages a global macro strategy (ĀMelqart KealĀ). Melqart Keal invests in macro opportunities aiming at delivering returns with bounded
risk. The Melqart Keal portfolio is constructed through tactical allocation across equities, FX and commodities, with an emphasis on capturing risk asymmetry using derivative instruments. A quantitative risk management framework aggregated at a
portfolio level is set to bound the portfolio risk and keep the return volatility within the agreed parameters. Melqart Keal seeks to achieve this objective by relying on dynamic allocation between three cross asset
sub-strategies. The first two sub strategies, Macro Opportunities and Relative Value, aim on capturing temporary risk asymmetry created by price dislocation. Melqart believes that expressing fundamental views
mostly through derivatives at a time where a price dislocation occurs gives the best risk-reward. The third strategy, Tail Risk, operates as an alpha generator and global portfolio overlay and, as a result, will be permanent and depend on the
overall risk of the portfolio. This Tail Risk strategy is long equity gap risk and seeks to protect the portfolio against adverse tail events. The size of the Tail Risk allocation will be dynamic and sized with respect to the risk held in the other
strategies.
The following table provides information on the principal executive officers and directors of Melqart. The business address of each person is
c/o Melqart Asset Management (UK) Limited, 5 St. JamesĀs Square, London SW1Y 4JU, United Kingdom.
Ā
Name |
Ā Ā |
Title/Responsibilities |
John Platts | Ā Ā | Director, Chief Compliance Officer |
Michel Massoud | Ā Ā | Director |
BOARD CONSIDERATIONS
At
its meeting on AugustĀ 4, 2022 the Board, including a majority of the Independent Trustees, approved the sub-advisory agreement with Magnetar. At the meeting, the Board had discussions with BAIA and
reviewed and considered various written materials and oral presentations in connection with MagnetarĀs proposed services, including with respect to the nature, extent, and quality of services, profitability, fees and expenses, investment
performance, code of ethics, and compliance program. Additionally, the Board considered the process undertaken during its consideration and approval of the Advisory Agreement between BAIA and the Trust, on behalf of the Fund, and the sub-advisory agreements between BAIA and each of the existing sub-advisers. The Independent Trustees conferred with the Independent TrusteesĀ independent legal counsel to
consider the information provided. Following an analysis and discussion of the factors identified below, the Board, including a majority of the Independent Trustees, approved the sub-advisory agreement with
Magnetar.
At its meeting on OctoberĀ 12, 2022 the Board, including a majority of the Independent Trustees, approved the sub-advisory agreement with Fir Tree. At the meeting, the Board had discussions with BAIA and reviewed and
considered various written materials and oral presentations in connection with Fir TreeĀs proposed services, including with respect to the nature, extent, and quality of services,
profitability, fees and expenses, investment performance, code of ethics, and compliance program. Additionally, the Board considered the process undertaken during its consideration and approval of the Advisory Agreement between BAIA and the Trust,
on behalf of the Fund, and the sub-advisory agreements between BAIA and each of the existing sub-advisers. The Independent Trustees conferred with the Independent
TrusteesĀ independent legal counsel to consider the information provided. Following an analysis and discussion of the factors identified below, the Board, including a majority of the Independent Trustees, approved the sub-advisory agreement with Fir Tree.
At its meeting on NovemberĀ 15, 2022 the Board, including a majority of the
Independent Trustees, approved the sub-advisory agreement with each of North Reef, Seven Grand and Melqart. At the meeting, the Board had discussions with BAIA and reviewed and considered various written
materials and oral presentations in connection with each of North Reef, Seven Grand and MelqartĀs proposed services, including with respect to the nature, extent, and quality of services, profitability, fees and expenses, investment
performance, code of ethics, and compliance program. Additionally, the Board considered the process undertaken during its consideration and approval of the Advisory Agreement between BAIA and the Trust, on behalf of the Fund, and the sub-advisory agreements between BAIA and each of the existing sub-advisers. The Independent Trustees conferred with the Independent TrusteesĀ independent legal counsel to
consider the information provided. Following an analysis and discussion of the factors identified below, the Board, including a majority of the Independent Trustees, approved the sub-advisory agreement with
each of North Reef, Seven Grand and Melqart.
Nature, Extent, and Quality of Services
Magnetar. The Board discussed and considered: (i)Ā MagnetarĀs personnel, operations, and financial condition; (ii)Ā MagnetarĀs
strengths, including its focus on the smart beta/risk premia associated with merger arbitrage investing, its strong understanding of risk arbitrage, and its systematic investment process; (iii)Ā the percentage of assets to be allocated to
Magnetar; (iv)Ā the investment return on the assets managed by Magnetar and related investment risks; (v)Ā MagnetarĀs experience and performance as a hedge fund manager and the extent to which MagnetarĀs strategy for the Fund is
expected to overlap with its hedge fund strategy; (vi)Ā MagnetarĀs experience and performance as a sub-adviser to the Fund since 2017; and (vii)Ā the experience and depth of MagnetarĀs
portfolio management team managing hedge funds and other products and its ability to manage risk. The Board concluded that the nature, extent, and quality of the sub-advisory services to be provided were
expected to be appropriate and thus supported a decision to approve the Magnetar sub-advisory agreement.
Fir
Tree: The Board discussed and considered: (i)Ā Fir TreeĀs personnel, operations, and financial condition; (ii)Ā Fir TreeĀs strengths, including its experience finding attractive credit trading and hedging opportunities;
(iii)Ā the percentage of assets to be allocated to Fir Tree; (iv)Ā Fir TreeĀs experience and performance as a hedge fund manager and the extent to which Fir TreeĀs strategy for the Fund is expected to overlap with its hedge fund
strategy; and (v)Ā the experience and depth of Fir TreeĀs portfolio management team managing hedge funds and other products and its ability to manage risk. The Board concluded that the nature, extent, and quality of the sub-advisory services to be provided were expected to be appropriate and thus supported a decision to approve the Fir Tree sub-advisory agreement.
North Reef: The Board discussed and considered: (i)Ā North ReefĀs personnel, operations, and financial condition; (ii)Ā North
ReefĀs strengths, including its experience in executing itĀs long/short strategy and risk management process; (iii)Ā the percentage of assets to be allocated to North Reef; (iv)Ā North ReefĀs experience and performance as an
investment manager; and (v)Ā the experience of North ReefĀs portfolio management team and its ability to manage risk. The Board concluded that the nature, extent, and quality of the sub-advisory
services to be provided were expected to be appropriate and thus supported a decision to approve the North Reef sub-advisory agreement.
Seven Grand: The Board discussed and considered: (i)Ā Seven GrandĀs personnel, operations, and financial condition; (ii)Ā Seven
GrandĀs strengths, including its strong relationships across the trading and capital markets industry; (iii)Ā the percentage of assets to be allocated to Seven Grand; (iv)Ā Seven GrandĀs experience and
performance as an investment manager; and (v)Ā the experience of Seven GrandĀs portfolio management team and its ability to manage risk. The Board concluded that the nature, extent, and
quality of the sub-advisory services to be provided were expected to be appropriate and thus supported a decision to approve the Seven Grand sub-advisory agreement.
Melqart: The Board discussed and considered: (i)Ā MelqartĀs personnel, operations, and financial condition; (ii)Ā MelqartĀs
strengths, including its downside risk control, diversified exposure and the ability to general high risk-adjusted returns; (iii)Ā the percentage of assets to be allocated to Melqart; (iv)Ā MelqartĀs experience and performance as an
investment manager; and (v)Ā the experience of MelqartĀs portfolio management team and its ability to manage risk. The Board concluded that the nature, extent, and quality of the sub-advisory services
to be provided were expected to be appropriate and thus supported a decision to approve the Melqart sub-advisory agreement.
Investment Performance
Magnetar: For each
strategy that Magnetar managed for the Fund, the Board received and considered information about the 2021, year-to-date, and inception-to-date investment returns of Fund assets managed by Magnetar (net of trading expenses and sub-advisory fees but gross of investment management fees and fund
operating expenses), as compared to the investment returns of (i)Ā a custom index defined by BAIA (ĀCustom Magnetar PRA IndexĀ) and (ii)Ā MagnetarĀs PRA hedge fund strategy (ĀMagnetar PRA Hedge Fund StrategyĀ). In
addition, the Board considered information about inception-to-date performance risk measurements of the Fund assets managed by Magnetar, the Custom Magnetar PRA Index,
and the Magnetar PRA Hedge Fund Strategy, such as annualized return, standard deviation (which is a common measure of volatility), Sharpe ratio, and alpha and beta statistics (where available).
The Board noted that each of the 2021, year-to-date, and inception-to-date investment returns of Fund assets managed by Magnetar pursuant to the statistical arbitrage strategy was less than the corresponding returns of the Custom
Magnetar Statistical Arbitrage Index. The Board noted that the 2021 investment return of Fund assets managed by Magnetar pursuant to the PRA strategy was less than the corresponding return of the Custom Magnetar PRA Index, that the year-to-date investment return of Fund assets managed by Magnetar pursuant to the PRA strategy was greater than the corresponding return of the Custom Magnetar PRA Index, and
that the inception-to-date return of Fund assets managed by Magnetar pursuant to the PRA strategy was greater than that of each of the Custom Magnetar PRA Index and the
Magnetar PRA Hedge Fund Strategy. It was noted that the returns of the Magnetar PRA Hedge Fund Strategy, while relevant as an indication of MagnetarĀs capability managing alternative strategies, are the returns of a private fund that is subject
to investment restrictions and fees that are different from those applicable to the Fund and that employs a strategy that, while broadly comparable to MagnetarĀs PRA strategy for the Fund, is different in some meaningful respects. On the basis
of the BoardĀs assessment, while recognizing that there can be no assurance of any particular investment outcome, the Board concluded that the investment performance generated by Magnetar was generally satisfactory and that Magnetar was capable
of providing reasonable investment performance to the Fund.
Fir Tree: It was noted that, because Fir Tree is a newly proposed sub-adviser, there is no prior performance to consider with respect to the Fund.
North Reef: It was noted that,
because North Reef is a newly proposed sub-adviser, there is no prior performance to consider with respect to the Fund.
Seven Grand: It was noted that, because Seven Grand is a newly proposed sub-adviser, there is no prior
performance to consider with respect to the Fund.
Melqart: It was noted that, because Melqart is a newly proposed
sub-adviser, there is no prior performance to consider with respect to the Fund.
Costs of Services and Profitability
Magnetar: In analyzing the cost of services and profitability of each sub-adviser, the Board discussed
(i)Ā MagnetarĀs sub-advisory fee for managing the allocated Fund assets; (ii)Ā that the sub-advisory fee rates for Magnetar did not include breakpoints;
(iii)Ā MagnetarĀs resources devoted or expected to be devoted to the Fund; and (iv)Ā information provided in response to inquiries regarding the profitability to Magnetar from providing
sub-advisory services to the Fund. The Board considered the specific resources that Magnetar devoted or expected to devote to the Fund for investment analysis, risk management, compliance, and order execution,
and the extent to which MagnetarĀs investment process is or would be scalable. The Board also took into account the entrepreneurial, business, and other risks Magentar has undertaken in serving as an investment
sub-adviser to the Fund.
The Board noted that the compensation paid to Magnetar was paid by BAIA, not the Fund,
and, accordingly, that the retention of Magnetar did not increase the fees or expenses otherwise incurred by shareholders of the Fund. It also noted that the terms of MagnetarĀs sub-advisory agreement
were the result of separate armĀs-length negotiations between BAIA and Magnetar. The Board considered information comparing MagnetarĀs fee rate to the fee rate that Magnetar charges for providing
investment advisory services to certain other clients. The Board also considered information regarding the impact that retaining Magnetar as a sub-adviser to the Fund has or would have on BAIAĀs
profitability, as well as information about the blended average of all sub-advisory fee rates that BAIA pays the sub-advisers based on allocations of Fund assets among
the sub-advisers. The Board concluded that the level of investment sub-advisory fees was appropriate in light of the services to be provided.
Fir Tree: In analyzing the cost of services and profitability of Fir Tree, the Board discussed (i)Ā Fir TreeĀs
sub-advisory fee for managing the allocated Fund assets; (ii)Ā the fact that the sub-advisory fee rate for Fir Tree did not include breakpoints; (iii)Ā Fir
TreeĀs resources expected to be devoted to the Fund; and (iv)Ā information provided in response to inquiries regarding the profitability to Fir Tree from providing sub-advisory services to the Fund.
The Board considered the specific resources that Fir Tree expected to devote to the Fund for investment analysis, risk management, compliance, and order execution, and the extent to which Fir TreeĀs investment process would be scalable. The
Board also took into account the entrepreneurial, business, and other risks Fir Tree has undertaken in serving as an investment sub-adviser to the Fund.
The Board noted that the compensation paid to Fir Tree was paid by BAIA, not the Fund, and, accordingly, that the retention of Fir Tree did not increase the
fees or expenses otherwise incurred by shareholders of the Fund. The Board also noted that the terms of the Fir Tree sub-advisory agreement were the result of separate
armĀs-length negotiations between BAIA and Fir Tree. The Board considered information comparing the sub-advisory fee rate to the fee rate that Fir Tree charges for
providing investment advisory services to certain other clients. The Board also considered information regarding the impact that retaining Fir Tree as a sub-adviser to the Fund would have on BAIAĀs
profitability, as well as information about the blended average of all sub-advisory fee rates that BAIA pays the sub-advisers based on allocations of Fund assets among
the sub-advisers. The Board concluded that the level of investment sub-advisory fees was appropriate in light of the services to be provided.
North Reef: In analyzing the cost of services and profitability of North Reef, the Board discussed (i)Ā North ReefĀs sub-advisory fee for managing the allocated Fund assets; (ii)Ā the fact that the sub-advisory fees rate for North Reef did not include breakpoints; (iii)Ā North
ReefĀs resources expected to be devoted to the Fund; and (iv)Ā information provided in response to inquiries regarding the profitability to North Reef from providing sub-advisory services to the Fund.
The Board considered the specific resources that North Reef expected to devote to the Fund for investment analysis, risk management, compliance, and order execution, and the extent to which North ReefĀs investment process would be scalable. The
Board also took into account the entrepreneurial, business, and other risks North Reef has undertaken in serving as an investment sub-adviser to the Fund.
The Board noted that the compensation paid to North Reef was paid by BAIA, not the Fund, and, accordingly, that the retention of North Reef did not increase
the fees or expenses otherwise incurred by shareholders of the Fund. It also noted that the terms of North ReefĀs sub-advisory agreement were the result of separate
armĀs-length negotiations between BAIA and North Reef. The Board considered information comparing the
sub-advisory fee rate to the fee rate that North Reef charges for providing investment advisory services to certain other clients. The Board also considered information regarding the impact that retaining
North Reef as a sub-adviser to the Fund would have on BAIAĀs profitability, as well as information about the blended average of all sub-advisory fee rates that BAIA
pays the sub-advisers based on allocations of Fund assets among the sub-advisers. The Board concluded that the level of investment
sub-advisory fees was appropriate in light of the services to be provided.
Seven Grand: In analyzing the
cost of services and profitability of Seven Grand, the Board discussed (i)Ā Seven GrandĀs sub-advisory fee for managing the allocated Fund assets; (ii)Ā the fact that the sub-advisory fees rate for Seven Grand did not include breakpoints; (iii)Ā Seven GrandĀs resources expected to be devoted to the Fund; and (iv)Ā information provided in response to inquiries regarding
the profitability to Seven Grand from providing sub-advisory services to the Fund. The Board considered the specific resources that Seven Grand expected to devote to the Fund for investment analysis, risk
management, compliance, and order execution, and the extent to which Seven GrandĀs investment process would be scalable. The Board also took into account the entrepreneurial, business, and other risks Seven Grand has undertaken in serving as an
investment sub-adviser to the Fund.
The Board noted that the compensation paid to Seven Grand was paid by BAIA,
not the Fund, and, accordingly, that the retention of Seven Grand did not increase the fees or expenses otherwise incurred by shareholders of the Fund. It also noted that the terms of Seven GrandĀs
sub-advisory agreement were the result of separate armĀs-length negotiations between BAIA and Seven Grand. The Board considered information comparing the sub-advisory fee rate to the fee rate that Seven Grand charges for providing investment advisory services to certain other clients. The Board also considered information regarding the impact that retaining Seven
Grand as a sub-adviser to the Fund would have on BAIAĀs profitability, as well as information about the blended average of all sub-advisory fee rates that BAIA pays
the sub-advisers based on allocations of Fund assets among the sub-advisers. The Board concluded that the level of investment
sub-advisory fees was appropriate in light of the services to be provided.
Melqart: In analyzing the cost
of services and profitability of Melqart, the Board discussed (i)Ā MelqartĀs sub-advisory fee for managing the allocated Fund assets; (ii)Ā the fact that the
sub-advisory fees rate for Melqart did not include breakpoints; (iii)Ā MelqartĀs resources expected to be devoted to the Fund; and (iv)Ā information provided in response to inquiries regarding the
profitability to Melqart from providing sub-advisory services to the Fund. The Board considered the specific resources that Melqart expected to devote to the Fund for investment analysis, risk management,
compliance, and order execution, and the extent to which MelqartĀs investment process would be scalable. The Board also took into account the entrepreneurial, business, and other risks Melqart has undertaken in serving as an investment sub-adviser to BAMSF.
The Board noted that the compensation paid to Melqart was paid by BAIA, not the Fund, and,
accordingly, that the retention of Melqart did not increase the fees or expenses otherwise incurred by shareholders of the Fund. It also noted that the terms of MelqartĀs sub-advisory agreement were the
result of separate armĀs-length negotiations between BAIA and Melqart. The Board considered information comparing the sub-advisory fee rate to the fee rate that
Melqart charges for providing investment advisory services to certain other clients. The Board also considered information regarding the impact that retaining Melqart as a sub-adviser to the Fund would have on
BAIAĀs profitability, as well as information about the blended average of all sub-advisory fee rates that BAIA pays the sub-advisers based on allocations of the
Fund assets among the sub-advisers. The Board concluded that the level of investment sub-advisory fees was appropriate in light of the services to be provided.
Economies of Scale
Magnetar: The Board
discussed various financial and economic considerations relating to the arrangement with Magnetar, including economies of scale. The Board also noted challenges in identifying and measuring economies of scale, both generally and given the
FundĀs multi-manager structure and the different sub-adviser fee levels and fee structures. The Board noted that breakpoints based on the level of allocated assets of the Fund
were not currently in place for Magnetar. The Board further noted that it would have the opportunity to periodically re-examine whether the Fund had
achieved economies of scale, as well as the appropriateness of sub-advisory fees payable to Magnetar, with respect to different asset sizes of the portfolio, in the future. The Board also noted that, although
not directly related to the sub-advisory fees payable to each sub-adviser, certain fund expenses were subject to an expense cap, an undertaking by BAIA intended to limit
the FundĀs overall expenses at smaller asset levels, although the FundĀs expenses were sufficiently limited such that the expense cap did not currently result in BAIA bearing any of the FundĀs expenses.
Fir Tree: The Board discussed various financial and economic considerations relating to the arrangement with Fir Tree, including economies of scale.
The Board also noted challenges in identifying and measuring economies of scale, both generally and given the FundĀs multi-manager structure and the different sub-adviser fee levels and fee structures.
The Board noted that breakpoints based on the level of allocated assets of the Fund were not currently in place for Fir Tree. The Board further noted that it would have the opportunity to periodically
re-examine whether the Fund had achieved economies of scale, as well as the appropriateness of sub-advisory fees payable to Fir Tree, with respect to different asset
sizes of the portfolio, in the future. The Board also noted that, although not directly related to the sub-advisory fees payable to Fir Tree, certain fund expenses were subject to an expense cap, an
undertaking by BAIA intended to limit the FundĀs overall expenses at smaller asset levels, although the FundĀs expenses were sufficiently limited such that the expense cap did not currently result in BAIA bearing any of the FundĀs
expenses.
North Reef: The Board discussed various financial and economic considerations relating to the arrangement with North Reef, including
economies of scale. The Board also noted challenges in identifying and measuring economies of scale, both generally and given the FundĀs multi-manager structure and the different sub-adviser fee levels
and fee structures. The Board noted that breakpoints based on the level of allocated assets of the Fund were not currently in place for North Reef. The Board further noted that it would have the opportunity to periodically re-examine whether the Fund had achieved economies of scale, as well as the appropriateness of sub-advisory fees payable to North Reef, with respect to different asset sizes
of the portfolio, in the future. The Board also noted that, although not directly related to the sub-advisory fees payable to North Reef, certain fund expenses were subject to an expense cap, an undertaking by
BAIA intended to limit the FundĀs overall expenses at smaller asset levels, although the FundĀs expenses were sufficiently limited such that the expense cap did not currently result in BAIA bearing any of the FundĀs expenses.
Seven Grand: The Board discussed various financial and economic considerations relating to the arrangement with Seven Grand, including economies of
scale. The Board also noted challenges in identifying and measuring economies of scale, both generally and given the FundĀs multi-manager structure and the different sub-adviser fee levels and fee
structures. The Board noted that breakpoints based on the level of allocated assets of the Fund were not currently in place for Seven Grand. The Board further noted that it would have the opportunity to periodically
re-examine whether the Fund had achieved economies of scale, as well as the appropriateness of sub-advisory fees payable to Seven Grand, with respect to different asset
sizes of the portfolio, in the future. The Board also noted that, although not directly related to the sub-advisory fees payable to Seven Grand, certain fund expenses were subject to an expense cap, an
undertaking by BAIA intended to limit the FundĀs overall expenses at smaller asset levels, although the FundĀs expenses were sufficiently limited such that the expense cap did not currently result in BAIA bearing any of the FundĀs
expenses.
Melqart: The Board discussed various financial and economic considerations relating to the arrangement with Melqart, including economies
of scale. The Board also noted challenges in identifying and measuring economies of scale, both generally and given the FundĀs multi-manager structure and the different sub-adviser fee levels and fee
structures. The Board noted that breakpoints based on the level of allocated assets of the Fund were not currently in place for Melqart. The Board further noted that it would have the opportunity to periodically
re-examine whether the Fund had achieved economies of scale, as well as the appropriateness of sub-advisory fees payable to Melqart, with respect to different asset
sizes of the portfolio, in the future. The Board also noted that, although not directly related to the sub-advisory fees payable to Melqart, certain fund expenses were subject to an expense cap, an undertaking
by BAIA intended to limit the FundĀs overall expenses at smaller asset levels, although the FundĀs expenses were sufficiently limited such that the expense cap did not currently result in BAIA bearing any of the FundĀs expenses.
Other Benefits
Magnetar: The Board discussed other potential benefits that Magnetar may receive from the Fund, including soft dollar arrangements, receipt of brokerage
and research services, and the opportunity to offer additional products and services to Fund shareholders or BAIA/Blackstone Alternative Asset Management L.P. (ĀBAAMĀ), as applicable. The Board noted that each sub-adviser benefited from its relationship with BAIA and BAAM. The Board concluded that other ancillary or Āfall outĀ benefits derived by Magnetar from its relationship with BAIA, BAAM, or the Fund, to
the extent such benefits were identifiable or determinable, were reasonable and fair, resulted from the provision of appropriate services to the Fund and its shareholders, and were consistent with industry practice and the best interests of the Fund
and its shareholders.
Fir Tree: The Board discussed other potential benefits that Fir Tree may receive from the Fund, including soft dollar
arrangements, receipt of brokerage and research services, and the opportunity to offer additional products and services to Funds shareholders or BAIA/BAAM, as applicable. The Board noted that Fir Tree benefited from its relationship with BAIA and
BAAM. The Board concluded that other ancillary or Āfall outĀ benefits derived by Fir Tree from its relationship with BAIA, BAAM, or the Fund, to the extent such benefits were identifiable or determinable, were reasonable and fair, resulted
from the provision of appropriate services to the Fund and its shareholders, and were consistent with industry practice and the best interests of the Fund and its shareholders.
North Reef: The Board discussed other potential benefits that North Reef may receive from the Fund, including soft dollar arrangements, receipt of
brokerage and research services, and the opportunity to offer additional products and services to Fund shareholders or BAIA/BAAM, as applicable. The Board noted that North Reef benefited from its relationship with BAIA and BAAM. The Board concluded
that other ancillary or Āfall outĀ benefits derived by North Reef from its relationship with BAIA, BAAM, or the Fund, to the extent such benefits were identifiable or determinable, were reasonable and fair, resulted from the provision of
appropriate services to the Fund and its shareholders, and were consistent with industry practice and the best interests of the Fund and its shareholders.
Seven Grand: The Board discussed other potential benefits that Seven Grand may receive from the Fund, including soft dollar arrangements, receipt of
brokerage and research services, and the opportunity to offer additional products and services to Fund shareholders or BAIA/BAAM, as applicable. The Board noted that Seven Grand benefited from its relationship with BAIA and BAAM. The Board concluded
that other ancillary or Āfall outĀ benefits derived by Seven Grand from its relationship with BAIA, BAAM, or the Fund, to the extent such benefits were identifiable or determinable, were reasonable and fair, resulted from the provision of
appropriate services to the Fund and its shareholders, and were consistent with industry practice and the best interests of the Fund and its shareholders.
Melqart: The Board discussed other potential benefits that Melqart may receive from the Fund, including soft dollar arrangements, receipt of brokerage
and research services, and the opportunity to offer additional products and services to Fund shareholders or BAIA/BAAM, as applicable. The Board noted that Melqart benefited from its relationship with BAIA and BAAM. The Board concluded that other
ancillary or Āfall outĀ benefits derived by Melqart from its relationship with BAIA, BAAM, or the Fund, to the extent such benefits were identifiable or determinable, were reasonable and fair, resulted from the provision of appropriate
services to the Fund and its shareholders, and were consistent with industry practice and the best interests of the Fund and its shareholders.
Other Considerations
Magnetar: The Board
reviewed and considered certain terms and conditions of MagnetarĀs sub-advisory agreement. After discussion, the Board concluded that the terms of MagnetarĀs
sub-advisory agreement were reasonable and fair. It was noted that the Board would have the opportunity to periodically re-examine the terms of MagnetarĀs sub-advisory agreement in the future.
Fir Tree: The Board reviewed and considered certain terms and conditions
of the Fir Tree sub-advisory agreement. After discussion, the Board concluded that the terms of the Fir Tree sub-advisory agreement t were reasonable and fair. It was
noted that the Board would have the opportunity to periodically re-examine the terms of the Fir Tree sub-advisory agreement in the future.
North Reef: The Board reviewed and considered certain terms and conditions of North ReefĀs sub-advisory agreement. After discussion, the Board concluded that the terms of North ReefĀs sub-advisory agreement were reasonable and fair. It was noted that the Board
would have the opportunity to periodically re-examine the terms of North ReefĀs sub-advisory agreement in the future.
Seven Grand: The Board reviewed and considered certain terms and conditions of Seven GrandĀs sub-advisory
agreement. After discussion, the Board concluded that the terms of Seven GrandĀs sub-advisory agreement were reasonable and fair. It was noted that the Board would have the opportunity to periodically re-examine the terms of Seven GrandĀs sub-advisory agreement in the future.
Melqart: The Board reviewed and considered certain terms and conditions of MelqartĀs sub-advisory
agreement. After discussion, the Board concluded that the terms of MelqartĀs sub-advisory agreement were reasonable and fair. It was noted that the Board would have the opportunity to periodically re-examine the terms of MelqartĀs sub-advisory agreement in the future.
Conclusion
Magnetar: The Board, including
all of the Independent Trustees, concluded that the fees payable under MagnetarĀs sub-advisory agreement were fair and reasonable with respect to the services that Magnetar would provide to the Fund and
in light of the other factors described above that the Board deemed relevant. The Board noted that both BAIA and the Board had previously determined that MagnetarĀs compliance program was reasonably designed to prevent the violation of the
Federal Securities Laws within the meaning of Rule 38a-1, and that MagnetarĀs code of ethics was reasonably designed to prevent Āaccess personsĀ (as defined in Rule 17j-1) from engaging in any act, practice, or course of business prohibited by Rule 17j-1(b). The Board based its approval of MagnetarĀs
sub-advisory agreement on a comprehensive consideration of all relevant information presented to the Board at its meetings throughout the year, as applicable, and not as a result of any single controlling
factor. The Board also gave due consideration to the recommendations of BAIA, which recommended approval of the proposed sub-advisory arrangement as in the best interests of the Fund and its shareholders, and
BAIAĀs belief that the arrangement does not present any conflict of interest from which BAIA or any sub-adviser derives an inappropriate advantage. The Board was assisted by the advice of independent
legal counsel, in approving each sub-adviserĀs sub-advisory agreement.
Fir Tree: The Board, including all of the Independent Trustees, concluded that the fees payable under the Fir Tree
sub-advisory agreement were fair and reasonable with respect to the services that Fir Tree would provide to the Fund and in light of the other factors described above that the Board deemed relevant. The Board
noted that both BAIA and the Board had previously determined that Fir TreeĀs compliance program was reasonably designed to prevent the violation of the Federal Securities Laws within the meaning of Rule
38a-1, and that Fir TreeĀs Code of Ethics was reasonably designed to prevent Āaccess personsĀ (as defined in Rule 17j-1) from engaging in any act,
practice, or course of business prohibited by Rule 17j-1(b). The Board based its approval or continuation of the Fir Tree sub-advisory agreement on a comprehensive
consideration of all relevant information presented to the Board at its meetings and not as a result of any single controlling factor. The Board also gave due consideration to the recommendations of BAIA, which recommended approval of the proposed sub-advisory arrangement as in the best interests of the Fund and its shareholders, and BAIAĀs belief that the arrangements do not present any conflict of interest from which BAIA or any sub-adviser derives an inappropriate advantage. The Board was assisted by the advice of independent legal counsel in approving the Fir Tree sub-advisory agreement.
North Reef: The Board, including all of the Independent Trustees, concluded that the fees payable under North ReefĀs sub-advisory agreement were fair and reasonable with respect to the services that North Reef would provide to the Fund and in light of the other factors described above that the Board deemed relevant. The Board
noted that both BAIA and the Board had previously determined that North ReefĀs compliance program was reasonably designed to prevent the violation of the Federal Securities Laws within the meaning of Rule
38a-1, and that North ReefĀs code of ethics was reasonably designed to prevent Āaccess personsĀ (as defined in Rule 17j-1) from engaging in any act,
practice, or course of business prohibited by Rule 17j-1(b). The Board based its approval or continuation of North ReefĀs sub-advisory agreement on a comprehensive
consideration of all
relevant information presented to the Board at its meetings and not as a result of any single controlling factor. The Board also gave due consideration to the recommendations of BAIA, which in
each case recommended approval of the proposed sub-advisory arrangements as in the best interests of the Fund and its shareholders. The Board was assisted by the advice of independent legal counsel in
approving North ReefĀs sub-advisory agreement.
Seven Grand: The Board, including all of the
Independent Trustees, concluded that the fees payable under Seven GrandĀs sub-advisory agreement were fair and reasonable with respect to the services that Seven Grand would provide to the Fund and in
light of the other factors described above that the Board deemed relevant. The Board noted that both BAIA and the Board had previously determined that Seven GrandĀs compliance program was reasonably designed to prevent the violation of the
Federal Securities Laws within the meaning of Rule 38a-1, and that Seven GrandĀs code of ethics was reasonably designed to prevent Āaccess personsĀ (as defined in Rule 17j-1) from engaging in any act, practice, or course of business prohibited by Rule 17j-1(b). The Board based its approval or continuation of Seven GrandĀs sub-advisory agreement on a comprehensive consideration of all relevant information presented to the Board at its meetings and not as a result of any single controlling factor. The Board also gave due consideration
to the recommendations of BAIA, which in each case recommended approval of the proposed sub-advisory arrangements as in the best interests of the Fund and its shareholders. The Board was assisted by the advice
of independent legal counsel in approving Seven GrandĀs sub-advisory agreement.
Melqart: The Board,
including all of the Independent Trustees, concluded that the fees payable under MelqartĀs sub-advisory agreement were fair and reasonable with respect to the services that Melqart would provide to the
Fund and in light of the other factors described above that the Board deemed relevant. The Board noted that both BAIA and the Board had previously determined that MelqartĀs compliance program was reasonably designed to prevent the violation of
the Federal Securities Laws within the meaning of Rule 38a-1, and that MelqartĀs code of ethics was reasonably designed to prevent Āaccess personsĀ (as defined in Rule 17j-1) from engaging in any act, practice, or course of business prohibited by Rule 17j-1(b). The Board based its approval or continuation of MelqartĀs sub-advisory agreement on a comprehensive consideration of all relevant information presented to the Board at its meetings and not as a result of any single controlling factor. The Board also gave due consideration
to the recommendations of BAIA, which in each case recommended approval of the proposed sub-advisory arrangements as in the best interests of the Fund and its shareholders. The Board was assisted by the advice
of independent legal counsel in approving MelqartĀs sub-advisory agreement.
ADDITIONAL
INFORMATION ABOUT THE FUND
BAIA is the FundĀs investment adviser. BAIA, a registered investment adviser located at 345 Park Avenue, 28th Floor,
New York, NY 10154, is an affiliate of Blackstone Alternative Asset Management L.P., a leading hedge fund solutions provider which, together with its affiliates in the Blackstone Hedge Fund Solutions Group, has approximately $79Ā billion in
assets under management as of SeptemberĀ 30, 2022. BAIA is an indirect wholly-owned subsidiary of Blackstone, a publicly traded master limited partnership that has units that trade on the New York Stock Exchange under the symbol ĀBX.Ā
BAIA compensates the sub-advisers out of the management fees it receives from the Fund. During the fiscal year
ended MarchĀ 31, 2022, the Fund paid BAIA $97,489,661 in management fees, which amounted to 1.87% of the FundĀs average net assets as of MarchĀ 31, 2022. From this amount, BAIA paid $36,632,436 in
sub-advisory fees to non-affiliated sub-advisers with respect to the Fund, which amounted to 0.70% of the FundĀs average net
assets as of MarchĀ 31, 2022. BAIA also paid $2,448,445 in sub-advisory fees to affiliates of Blackstone, with respect to the Fund, which amounted to 0.05% (annualized) of the FundĀs average net
assets as of MarchĀ 31, 2022.
Pursuant to an administration agreement with the Trust, State Street Bank and Trust Company (ĀState StreetĀ),
located at One Lincoln Street, Boston, MA 02111, serves as the administrator of the Fund. Pursuant to a transfer agency and service agreement with the Trust, State Street also serves as transfer agent of the Fund.
Blackstone Securities Partners L.P., located at 345 Park Avenue, New York, NY 10154, serves as the principal
underwriter and exclusive agent for distribution of the FundĀs shares pursuant to a distribution agreement. As of MarchĀ 31, 2022, the Fund did not pay any brokerage commissions to affiliated brokers.
FINANCIAL INFORMATION
You can obtain a free copy of
the FundĀs annual and semi-annual reports, when available, by writing to the Fund, c/o BAIA, 345 Park Avenue, New York, NY 10154, or by calling
1-212-583-5000.
BENEFICIAL
OWNERSHIP OF THE FUND
As of OctoberĀ 31, 2022, the following entities owned beneficially or of record 5% or more of the ClassĀ I shares of the
Fund:
Ā
Ā | Ā | Ā |
Morgan Stanley Smith Barney, LLC, located at 2000 Westchester Avenue, Purchase, NY 10577, held of record |
Ā
Ā | Ā | Ā |
Merrill Lynch, Pierce, FennerĀ & Smith Incorporated, located at One Bryant Park, New York, NY 10036, held |
Ā
Ā | Ā | Ā |
Charles SchwabĀ & Co., Inc., located at 211 Main Street, San Francisco, CA 94105, held of record |
Ā
Ā | Ā | Ā |
American Enterprise Investment Services, Inc., located at 707 2nd Avenue South, Minneapolis, MN 55402, held of |
Ā
Ā | Ā | Ā |
UBS Financial Services Inc., located at 1200 Harbor Boulevard, Weehawken, NJ, 07086, held of record approximately |
Ā
Ā | Ā | Ā |
National Financial Services, located at 245 Summer Street, Boston, MA 02210, held of record approximately 5% of |
As of OctoberĀ 31, 2022, the following entities owned beneficially or of record 5% or more
of the ClassĀ D shares of the Fund:
Ā
Ā | Ā | Ā |
Merrill Lynch, Pierce, FennerĀ & Smith Incorporated, located at One Bryant Park, New York, NY 10036, held |
Ā
Ā | Ā | Ā |
Charles SchwabĀ & Co., Inc., located at 211 Main Street, San Francisco, CA 94105, held of record |
Ā
Ā | Ā | Ā |
UBS Financial Services Inc., located at 1200 Harbor Boulevard, Weehawken, NJ, 07086, held of record approximately |
Ā
Ā | Ā | Ā |
National Financial Services, located at 245 Summer Street, Boston, MA 02210, held of record approximately 14% of |
Ā
Ā | Ā | Ā |
TD Ameritrade Inc., located at 200 South 108th Avenue, Omaha, NE 68154, held of record, approximately 13% of the |
As of OctoberĀ 31, 2022, the following entities owned beneficially or of record 5% or more of
the ClassĀ Y shares of the Fund:
Ā
Ā | Ā | Ā |
J.P. Morgan Securities LLC, located at 383 Madison Avenue, New York, NY 10179, held of record approximately 92% |
Any shareholder that beneficially owns more than 25% of the outstanding shares of the Fund
may be presumed to ĀcontrolĀ (as that term is defined in the 1940 Act) the Fund. As of OctoberĀ 31, 2022, no shareholder beneficially held 25% of the outstanding shares of the Fund. Shareholders controlling the Fund could have the
ability to vote a majority of the shares of the Fund on any matter requiring approval of the shareholders of the Fund.
The Trustees and officers, as a
group, owned less than 1% of the FundĀs shares as of OctoberĀ 31, 2022.
Exhibit A
Blackstone Alternative Multi-Strategy Fund
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, effective as of the Effective Date (as defined below), between Blackstone Alternative Investment Advisors LLC, a Delaware limited
liability company (the ĀAdviserĀ), and Magnetar Asset Management LLC (the ĀSub-AdviserĀ).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the ĀAdvisory AgreementĀ) with Blackstone Alternative
Investment Funds, a Massachusetts business trust (the ĀTrustĀ), on behalf of its series, Blackstone Alternative Multi-Strategy Fund (the ĀFundĀ), relating to the provision of portfolio management services to the
Fund; and
WHEREAS, the parties intend this Advisory Agreement to begin effective on the date that David Snyderman has assumed the role of
Managing Partner (or equivalent) with respect to the parent entities and other affiliated entities of the Sub-Adviser in connection with Alec LitowitzĀs transition to the role of Senior Advisor to one or
more of those entities (the ĀEffective DateĀ), as communicated promptly by the Sub-Adviser to the Adviser upon its determination that the requisite events have taken place; and
WHEREAS, the Trust is registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the Ā1940 ActĀ); and
WHEREAS, the Advisory Agreement provides that the Adviser may
delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, in selecting sub-investment advisers and entering into and amending sub-advisory agreements, the Adviser and the Trust may rely upon an exemptive order obtained from the Securities and Exchange Commission (ĀSECĀ), provided that the Adviser and the Trust comply with
the terms and conditions set forth therein; and
WHEREAS, the Adviser and the Board of Trustees (the ĀBoardĀ) of the
Trust desire to retain the Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Adviser and the
Sub-Adviser agree as follows:
Ā
Ā
Ā | a. |
Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for so long as this Agreement remains in effect. Without limiting the generality of the |
Ā |
shall be done separately for each of the Stat Arb Allocated Portion and the PRA Allocated Portion and reporting described further herein shall be separate for each of the two strategies as well. The Sub-Adviser may provide the various investment advisory and other services with respect to the Allocated Portion to the Fund and/or a wholly-owned subsidiary of the Fund, Blackstone Alternative Multi-Strategy Sub Fund II Ltd, Blackstone Alternative Multi-Strategy Sub Fund III LLC, and/or Blackstone Alternative Multi-Strategy Sub Fund IV LLC. As context requires, references to the ĀFundĀ include the wholly-owned subsidiaries. The Sub-Adviser hereby accepts such appointment and agrees during such period, subject to the oversight of the Board and the Adviser, to render the services and to assume the obligations herein set forth for the compensation stated in SectionĀ 5 hereof. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser, the Trust, or the Fund in any way. |
Ā
Ā | b. |
Limitations of Sub-AdviserĀs Responsibility. Except as |
Ā
Ā | c. |
Sub-Advisory Arrangement Not Exclusive for Fund. It is |
Ā
Ā | d. |
Other Activities of the Sub-Adviser. The Adviser recognizes that |
Ā
The Sub-Adviser is hereby granted (subject to the limitations expressed herein) the following
authority and undertakes to provide the following services and to assume the following obligations:
Ā
Ā | a. |
Adviser Retains Certain Authority. In furnishing the services hereunder, the Sub-Adviser will be subject to the oversight of the Adviser and the Board. Upon reasonable advance written notice to the Sub-Adviser, the Adviser retains complete authority, |
Ā
Ā | b. |
Continuous Investment Program. The Sub-Adviser shall formulate |
Ā |
decisions for the Fund in respect of the Allocated Portion, including decisions for the investment and reinvestment of the assets (including cash and cash-equivalent assets) held in the Allocated Portion; (b)Ā place purchase and sale orders for portfolio transactions in respect of the Allocated Portion and manage otherwise uninvested cash or cash equivalent assets of the Allocated Portion; (c)Ā use financial derivative instruments and any of the efficient portfolio management techniques and instruments as may in the reasonable opinion of the Sub-Adviser be necessary or advisable in order to implement the Strategy; and (d)Ā subject to SectionĀ 2(d) below, execute account documentation, agreements, contracts, and other documents as may be required by brokers, dealers, counterparties, and other persons in connection with the Sub-AdviserĀs management of the Allocated Portion (in such respect, and only for this limited purpose, the Sub-Adviser will, as necessary to effect such documentation, agreements, contracts and other documents, act as the AdviserĀs and the FundĀs agent and attorney-in-fact). |
Ā
Ā | c. |
Management in Accordance with Fund Governing Documents and Procedures. The Sub-Adviser will be responsible for the daily management and monitoring of the portfolios in the Allocated Portion subject to and in accordance with (i)Ā the applicable Strategy; and (ii)Ā the investment |
Ā |
as from time to time in effect and furnished in writing to the Sub-Adviser (the ĀProceduresĀ). The Adviser has provided to the Sub-Adviser copies of all current Governing Documents and current Procedures and shall promptly provide to the Sub-Adviser any amendments or supplements thereto within a reasonable time after amendment or approval, as applicable, and, absent the Sub-AdviserĀs willful misconduct, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder, the Sub-Adviser shall not be liable for acting in accordance with existing forms of Governing Documents or Procedures prior to being notified of any amendments thereto, it being expressly understood and agreed that the Sub-Adviser will be obligated to manage the Allocated Portion subject to and in accordance with any such amended or supplemented Governing Documents or Procedures only as soon as practical after the Sub-Adviser has received written notice of the particular amendment or supplement. The Adviser shall timely furnish the Sub-Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Sub-Adviser to perform its responsibilities pursuant to this Agreement. |
Ā
Ā | d. |
Fund Counterparties. The Sub-Adviser will utilize counterparties |
Ā
Ā | e. |
Reports. The Sub-Adviser shall render such reports to the Board |
Ā
Ā | f. |
Proxy Voting. The parties hereby agree that the Sub-Adviser |
Ā |
form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Allocated Portion, the Sub-Adviser shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations. |
Ā
Ā | g. |
Filing Claims. The parties hereby agree that the Sub-Adviser |
Ā
Ā | h. |
Sub-AdviserĀs Management and Monitoring of the Allocated |
Ā
Ā | i. |
Daily Transmission of Information to Custodian. In connection with any purchase and sale of securities |
Ā
Ā | j. |
Assistance with Valuation. The Sub-Adviser will provide |
Ā
Ā | k. |
Provision of Information and Certifications. The Sub-Adviser |
Ā |
and commentary relating to the Sub-Adviser or the Allocated Portion for the FundĀs annual and semi-annual reports, in form and substance mutually agreed by the Adviser and Sub-Adviser, together with certifications related to the Sub-AdviserĀs management of the Allocated Portion in order to support the FundĀs and the FundĀs Principal Executive OfficerĀs and Principal Financial OfficerĀs regulatory requirements and certifications relating to disclosure controls and financial reporting, in each case, in a form that the Adviser and the Sub-Adviser mutually and reasonably agree; (ii)Ā within 15 business days of a quarter-end, a quarterly certification with respect to compliance and operational matters related to the Sub-Adviser and the Sub-AdviserĀs management of the Allocated Portion (including, without limitation, compliance with the Procedures), in a format reasonably requested by the Adviser and agreed to by the Sub-Adviser, as it may be amended from time to time; and (iii)Ā an annual certification from the Sub-AdviserĀs Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the ĀAdvisers ActĀ), with respect to the design and operation of the Sub-AdviserĀs compliance program, in a format reasonably requested by the Adviser and agreed to by the Sub-Adviser. |
Ā
Ā | l. |
Code of Ethics. The Sub-Adviser will maintain a written code of |
Ā
Ā | m. |
Sub-Adviser Review of Materials. Upon the AdviserĀs |
Ā
Ā | n. |
Notice of Material Actions / Change in Control. Each party will promptly notify the other party in |
Ā |
court, governmental, administrative or self-regulatory agency, or public board or body, involving the Allocated Portion. The Sub-Adviser will promptly notify the Adviser of any change in the actual control of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion. |
Ā
3. |
Broker-Dealer Selection. |
To the extent provided in the Prospectus or SAI of the FundĀs Registration Statement, and in accordance with applicable law and
applicable policies and procedures of the Sub-Adviser, as approved by the Board (the ĀSub-Adviser ProceduresĀ), the
Sub-Adviser shall, in the name of the Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial
institutions described in SectionĀ 2(d) hereof. The Sub-Adviser shall use commercially reasonable efforts to seek the best execution on all portfolio transactions executed in respect of the Allocated
Portion. Subject to review by the Board with respect to the extent or continuation of this practice, the Sub-Adviser may, to the extent permissible by SectionĀ 28(e) of the Securities Exchange Act of 1934,
as amended (the ĀExchange ActĀ), and consistent with applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided
by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party.
On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest
of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may (but shall be under no obligation to), in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to seek best execution. In such
event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the
Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients over time.
On an ongoing basis, at such times as the Adviser or the Board shall reasonably request, the
Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i)Ā the
brokerage details with respect to transactions executed by the Sub-Adviser for the Allocated Portion and (ii)Ā the Āsoft dollarĀ arrangements that the
Sub-Adviser maintains with respect to the Allocated Portion or with brokers or dealers that execute transactions for the Allocated Portion, and of all research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions for the Allocated Portion to the broker or
dealer.
Ā
4. |
Books and Records; Periodic Reports. |
Ā
Ā | a. |
Maintenance Requirements. The Sub-Adviser shall maintain such |
Ā |
Adviser; provided, however, that the Sub-Adviser may retain copies of the FundĀs Books and Records at its own cost. The Adviser and FundĀs Chief Compliance Officer shall, at reasonable times and upon reasonable advance notice, be provided with access to the Sub-AdviserĀs documentation and records relating to the Fund and, at their own cost, copies of such documentation and records. |
Ā
Ā | b. |
Periodic Reports. The Sub-Adviser shall (i)Ā with the |
Ā
5. |
Compensation of the Sub-Adviser. |
The Adviser will pay the Sub-Adviser for its services with respect to the Fund the compensation
specified in Appendix A to this Agreement.
Ā
6. |
Allocation of Charges and Expenses. |
The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement, including,
without limitation, the Sub-AdviserĀs operating and overhead expenses attributable to its duties hereunder, but excluding the cost of securities (including brokerage commissions, if any) and other
investments purchased for the Allocated Portion. It is understood that, pursuant to the Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Advisory Agreement, which such expenses payable by the Fund shall include, without limitation, those set forth in SectionĀ 4 of the Advisory Agreement
Ā
Ā
Ā | a. |
Notification, Curing Breach. Each party shall use its reasonable best efforts to cooperate with the |
Ā
Ā | b. |
No Representation Regarding Investment Performance. The |
Ā
8. |
Use of Names and Track Record. |
Ā
Ā | a. |
AdviserĀs and FundĀs Use of Sub-Adviser Name and Track |
Ā |
the Registration Statement so that the Sub-Adviser is no longer identified as a sub-adviser to the Fund (except as may be reasonably necessary, in the discretion of the Adviser, to comply with applicable law or regulation). During the term of this Agreement, the Adviser shall provide to the Sub-Adviser in writing any description of the Sub-Adviser or the Strategy that the Adviser intends to use in its sales and other marketing materials for review and approval, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the fifth business day after delivery of such materials, the Sub-Adviser will be deemed to have granted consent to use of its name and such description of the Sub-Adviser and the Strategy on the end of the fifth business day following delivery of such materials to the Sub-Adviser for approval; provided, further that the Sub-Adviser shall not be responsible in any manner for the preparation or distribution of any such sales and other marketing materials other than with regard to the accuracy of the information provided or confirmed by the Sub-Adviser to the Adviser in connection therewith. Other than the performance data generated in connection with the Fund, the Adviser may not use the performance data generated by the Sub-Adviser in connection with other client accounts without the Sub-AdviserĀs express written consent. For the avoidance of doubt, the Sub-Adviser acknowledges and agrees that the Adviser may use the performance data generated by the Sub-Adviser in connection with the Fund without limitation during and after the term of the Agreement. |
Ā
Ā | b. |
Restrictions on Use of AdviserĀs Name. The Sub-Adviser |
Ā
Ā | c. |
Sub-AdviserĀs Use of Track-Record. The Sub-Adviser may use performance data it generates managing the Allocated Portion for its track record, provided that the Fund is not specifically identified by name without approval in writing by the Adviser. |
Ā
9. |
Liability and Indemnification. |
Ā
Ā | a. |
Notwithstanding anything to the contrary elsewhere in this Agreement, absent the willful misconduct, bad faith, |
Ā |
to provide 75 daysĀ prior written notice to the Sub-Adviser before such changes become effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order, in which case the Adviser will provide written notice to the Sub-Adviser as promptly as reasonably practicable. It is acknowledged and agreed that any Trade Error or Compliance Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this SectionĀ 9(a), and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. |
Ā
Ā | b. |
The Sub-Adviser acknowledges that it has received notice of and accepts |
Ā
Ā | c. |
The Sub-Adviser shall indemnify the Fund and the Adviser and each of |
Ā
Ā | d. |
The Adviser shall indemnify the Sub-Adviser Covered Persons against, |
Ā
Ā | e. |
Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit, or |
Ā | f. |
The rights provided in this section shall not be exclusive of or affect any other rights to which any person |
Ā
10. |
Sub-Adviser Insurance. |
Ā
Ā | a. |
The Sub-Adviser agrees that during the term of this Agreement it will |
Ā
Ā | b. |
The Adviser agrees that it will maintain at its own expense an Errors and Omissions insurance policy with |
Ā
The FundĀs assets shall be maintained in the custody of its Custodian (such Custodian to be selected and engaged by the Fund or the
Adviser). Any assets added to the Fund shall be delivered directly to the FundĀs Custodian, and the Sub-Adviser shall have no liability for the acts or omissions of any such Custodian.
Ā
12. |
Representations of the Sub-Adviser. |
The Sub-Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing under the |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the |
Ā
Ā | d. |
Registered Investment Adviser. The Sub-Adviser (i)Ā is duly |
Ā |
effect; (ii)Ā is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii)Ā has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv)Ā has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v)Ā has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi)Ā will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to SectionĀ 9(a) of the 1940 Act. |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending actions, suits, |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | g. |
ADV. It has provided the Adviser with a copy of its Form ADV and will, promptly after making any |
Ā
Ā | h. |
Change in Portfolio Management Personnel. The Sub-Adviser shall |
Ā
Ā
Ā | j. |
SectionĀ 13 Filings. For purposes of SectionĀ 13(f) of the Exchange Act, and Rule 13f-1 thereunder, the Sub-Adviser shall be deemed to exercise investment discretion over any ĀSectionĀ 13(f) securitiesĀ (as defined in Rule 13f-1(c) under the Exchange Act) held or previously held in the Allocated Portion, and shall include information regarding such securities in its reports filed on Form 13F. For purposes of SectionĀ 13(d) and |
Ā
Ā | k. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
13. |
Representations of the Adviser. |
The Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing as a |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the Adviser of this Agreement are within the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the Adviser in accordance with its terms, |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The Adviser (i)Ā is duly registered as an |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending actions, suits, |
Ā | f. |
Authorized Signatories. The Adviser has furnished to the |
Ā
Ā | g. |
Other Representations. Upon Sub-AdviserĀs written request, |
Ā
Ā | h. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | i. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
14. |
Renewal, Termination and Amendment. |
Ā
Ā | a. |
Renewal. Unless terminated in accordance with SectionĀ 14(b) below, this Agreement shall continue in |
Ā
Ā | b. |
Termination. This Agreement may be terminated at any time without payment of any penalty (i)Ā by the |
Ā |
regulatory or judicial proceeding as having materially violated the federal securities laws or engaged in criminal conduct that would constitute a felony rendering such person or an affiliate ineligible from serving as an investment adviser to the Fund under applicable securities laws. This Agreement may also terminate if mutually agreed upon by both the Adviser and the Sub-Adviser. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms Āassignment,Ā Āinterested personĀ and Āvote of a majority of the outstanding voting securitiesĀ shall have the meaning set forth for such terms in the 1940 Act or the rules thereunder. This Agreement may be amended at any time by the Sub-Adviser and the Adviser, subject to approval by the Board (including approval by those Trustees that are not Āinterested personsĀ of the Trust) and, if required by the 1940 Act or applicable SEC rules and regulations, a vote of a majority of the FundĀs outstanding voting securities; provided, however, that, notwithstanding the foregoing, this Agreement may be amended or terminated in accordance with any exemptive order issued to the Adviser, the Trust or its affiliates. It is understood that from time to time the Allocated Portion may be zero. This Agreement does not automatically terminate in the event that no Allocated Portion is available for the Sub-Adviser. |
Ā
Ā | c. |
Consequences of Termination. In the event of termination of this Agreement, Sections 4, 8, 9, 16, and 23 |
Ā
Ā
Ā | a. |
Except as expressly authorized in this Agreement or as required by applicable law, regulation or court order, |
Ā |
contrary provided elsewhere herein, none of the confidentiality provisions in this section shall in any way limit the activities of the Adviser and its affiliates in their businesses of providing services to the Trust or other clients. |
Ā
Ā | b. |
If the Recipient Party is required to disclose any Information, other than as permitted hereunder, pursuant to |
Ā
Ā | c. |
Portfolio Information. As used herein ĀPortfolio InformationĀ means confidential and |
For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the
Sub-Adviser hereby acknowledges and agrees that (i)Ā Information may be disclosed by the Trust, on behalf of the Fund, or the Adviser pursuant to applicable law; and (ii)Ā Portfolio Information may be
disclosed by the Trust, on behalf of the Fund, or the Adviser in their sole and absolute discretion, provided that the securities and other instruments held in the Allocated Portion are not (a)Ā separately identified as constituting the
Allocated Portion and (b)Ā identified as being managed by the Sub-Adviser, unless required by law or regulation.
Ā
Ā | d. |
Each of the Adviser and the Sub-Adviser agrees that (i)Ā it shall |
Ā
Ā | e. |
Each Recipient Party acknowledges the global nature of each Disclosing PartyĀs businesses and the efforts |
Ā
Ā | f. |
Notwithstanding anything expressed or implied in this Agreement to the contrary, each party and its respective |
Ā | contemplated by this Agreement. This authorization, however, does not confer or imply any rights other than the right to make such unrestricted tax treatment and tax structure disclosures. |
Ā
Except as otherwise specifically provided herein, all communications under this Agreement must be in writing and will be deemed duly given and
received when delivered personally, when sent by facsimile or e-mail transmission or three days after being deposited for next-day delivery with an internationally
recognized overnight international delivery service, properly addressed to the party to receive such notice at the partyĀs address specified herein, or at any other address that any party may designate by notice to the others.
Sub-Adviser:
Magnetar Asset Management LLCĀ Ā Ā Ā
C/O Magnetar Capital LLC
1603 Orrington Avenue, Suite 1300
Evanston, Illinois 60201
Fax: (847) 905-5680
Attention: Chief Legal Officer or General Counsel
By e-mail: [emailĀ protected]
Adviser:
Peter Koffler
Blackstone Inc.
Blackstone Alternative Investment Advisors LLC
345 Park Avenue, 28th Floor
New York, New York 10154
Fax: (212)Ā 583-5016
with a copy (which does not constitute notice) to:
James E. Thomas
RopesĀ & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Fax: (617)Ā 235-0483
By Email:
Ā
If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall
remain unaffected and shall continue in full force and effect, provided that the Agreement, as so modified, continues to express, without material change, the original intent of the parties and deletion of such provision will not
substantially impair the respective rights and obligations of the parties, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Ā
The Sub-Adviser shall maintain reasonable business continuity, disaster recovery, and backup
capabilities and facilities. Upon request, the Sub-Adviser shall provide to the Adviser access to its written business
continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans to satisfy the Adviser and FundĀs reasonable inquiries and to assist
the Fund and the Chief Compliance Officer of the Fund in complying with Rule 38a-1 under the 1940 Act. The Sub-Adviser represents that it generally tests its plan(s) on
at least an annual basis, and shall, at the AdviserĀs request, provide the Adviser with information regarding the results of its testing.
Ā
The Sub-Adviser shall perform (or shall have previously performed) background screening (including
review of records as to violent or criminal conduct) of each employee of the Sub-Adviser with material access to Information at the time such employee is hired by the
Sub-Adviser.
Ā
20. |
Limitation on Consultation. |
In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940
Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other sub-adviser to the Fund or any
sub-adviser to any other portion of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in
securities or other assets. The Sub-Adviser is responsible only for providing advice with respect to the Allocated Portion.
Ā
21. |
Lists of Affiliated Persons |
The Adviser shall provide the Sub-Adviser with a list of each entity that is both (i)Ā an
Āaffiliated person,Ā as such term is defined in the 1940 Act, of the Adviser and (ii)Ā a broker, dealer, or entity that is engaged in the business of underwriting, or a registered investment adviser. The
Sub-Adviser shall provide the Adviser with a list of each person who is an Āaffiliated personĀ as such term is defined in the 1940 Act, of the
Sub-Adviser.Ā Each of the Adviser and the Sub-Adviser agrees promptly to update such list whenever the Adviser or the
Sub-Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
Ā
The Sub-Adviser shall cooperate reasonably with the Adviser for purposes of filing any required
reports, and responding to regulatory requests, with the SEC or such other regulator having appropriate jurisdiction. The Sub-Adviser will work in good faith with the Adviser and the FundĀs service
providers to ensure the orderly daily operation of the Fund (including, without limitation, reasonably assisting with providing information for regulatory filings and responding to regulatory requests that relate to the Allocated Portion).
Ā
Ā
Ā | a. |
Further Actions. Each party agrees to perform such further actions and execute such further documents as |
Ā
Ā | b. |
Governing Law. To the extent that state law is not preempted by the provisions of any law of the United |
Ā
Ā | c. |
Venue; Jurisdiction; Service of Process. Any dispute arising under this Agreement shall be brought |
Ā | d. |
Waiver of Trial by Jury. EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR |
Ā
Ā | e. |
Appendices Part of Agreement. For the avoidance of doubt, it is acknowledged and agreed that the |
Ā
Ā | f. |
Captions/Headings. The captions in this Agreement are included for convenience only and in no way define |
Ā
Ā | g. |
Joint Negotiation. The parties have participated jointly in the negotiation and drafting of this |
Ā
Ā | h. |
Counterparts. This Agreement may be executed in several counterparts, all of which together shall for |
Ā
Ā | i. |
Miscellaneous. All words used herein shall be construed to be of such gender or number as the |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates set forth below and
effective as of the day and year first above written.
BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
Ā
By: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Ā |
Date: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
Ā | Ā | Ā | Ā |
MAGNETAR ASSET MANAGEMENT LLC
Ā
By: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Ā |
Date: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
Ā | Ā | Ā | Ā |
APPENDIX A
Sub-Advisory Fee
Blackstone Alternative Multi-Strategy Fund
INVESTMENT SUB-ADVISORY AGREEMENT
This investment sub-advisory agreement (the ĀAgreementĀ) is effective as of
OctoberĀ 21, 2022, between Blackstone Alternative Investment Advisors LLC, a Delaware limited liability company (the ĀAdviserĀ), and Fir Tree Capital Management LP, a Delaware limited partnership (the ĀSub-AdviserĀ).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the
ĀAdvisory AgreementĀ) with Blackstone Alternative Investment Funds, a Massachusetts business trust (the ĀTrustĀ), on behalf of its series, Blackstone Alternative Multi-Strategy Fund (the
ĀFundĀ), relating to the provision of portfolio management services to the Fund; and
WHEREAS, the Trust is registered as
an open-end management investment company under the Investment Company Act of 1940, as amended (the Ā1940 ActĀ); and
WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the
Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, in selecting sub-investment advisers and entering into and amending sub-advisory agreements, the Adviser and the Trust may rely upon an exemptive order obtained from the Securities and
Exchange Commission (ĀSECĀ), provided that the Adviser and the Trust comply with the terms and conditions set forth therein; and
WHEREAS, the Adviser and the Board of Trustees (the ĀBoardĀ) of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and adequacy of which are hereby
acknowledged, the Adviser and the Sub-Adviser agree as follows:
Ā
Ā
Ā | a. |
Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for so long as this Agreement remains in effect. Without limiting the generality of the |
Ā
Ā | b. |
Limitations of Sub-AdviserĀs Responsibility. Except as |
Ā | c. |
Sub-Advisory Arrangement Not Exclusive for Fund and Sub-Adviser. It is acknowledged and agreed that the Adviser may appoint from time to time other sub-advisers in addition to the |
Ā
The Sub-Adviser is hereby granted (subject to the limitations expressed) the following authority and
undertakes to provide the following services and to assume the following obligations:
Ā
Ā | a. |
Supervision; Adviser Retains Certain Authority. In furnishing the services hereunder, the Sub-Adviser will be subject to the supervision of the Adviser and the Board. Subject to notice to the Sub-Adviser, the Adviser retains complete authority, to the extent |
Ā
Ā | b. |
Continuous Investment Program. The Sub-Adviser shall formulate |
Ā |
Portion (in such respect, and only for this limited purpose, the Sub-Adviser will, as necessary to effect such documentation, agreements, contracts and other documents, act as the AdviserĀs and the FundĀs agent and attorney-in-fact). The Sub-Adviser, in general, will take such action as is appropriate to manage the Allocated Portion effectively. |
Ā
Ā | c. |
Management in Accordance with Fund Governing Documents and Procedures. The Sub-Adviser will manage the Allocated Portion subject to and in accordance with: |
Ā
Ā
Ā | ii. |
the policies and restrictions of the Fund set forth in the FundĀs Agreement and Declaration of Trust, as |
Ā
Ā | iii. |
the requirements applicable to registered investment companies under applicable laws, including without |
Ā
Ā | iv. |
any service level agreement that may be agreed between the parties from time to time; |
Ā
Ā | v. |
any reasonable instructions which the Adviser or the Board may issue to the |
Ā
Ā | vi. |
the laws, regulations and rules of all applicable governmental, administrative, and self-regulatory bodies. |
Ā
Ā | d. |
The Sub-Adviser also agrees to conduct its activities hereunder in |
Ā
Ā | e. |
Fund Counterparties. The Sub-Adviser will utilize |
Ā |
the name of, the Adviser or the Fund. The Sub-Adviser will provide reasonable assistance to the Adviser in negotiating trading terms and other arrangements with counterparties and/or clearing members upon reasonable request. In effecting transactions for the Allocated Portion, the Sub-Adviser will utilize broker-dealers, commodity exchanges and swap execution facilities, if applicable, for trade execution selected by the Sub-Adviser, and accounts set up by the Sub-Adviser with such broker-dealers, commodity exchanges and swap execution facilities.Ā The Adviser will be responsible for managing any collateral and margin requirements associated with investments made for the Allocated Portion (where applicable), including providing instructions to the custodian for the Fund (the ĀCustodianĀ) and will perform in-house reconciliation procedures on such accounts. |
Ā
Ā | f. |
Reports. The Sub-Adviser shall, upon reasonable advance notice, |
Ā
Ā | g. |
Proxy Voting. The parties hereby agree that the Sub-Adviser |
Ā
Ā | h. |
Filing Claims. The parties hereby agree that the Sub-Adviser |
Ā | i. |
Sub-AdviserĀs Management and Monitoring of the Allocated |
Ā
Ā | j. |
Daily Transmission of Information to Custodian. In connection with any purchase and sale of securities |
Ā
Ā | k. |
Assistance with Valuation. The Sub-Adviser will, upon request, |
Ā
Ā | l. |
Provision of Information and Certifications. The Sub-Adviser, |
Ā
Ā | m. |
Code of Ethics. The Sub-Adviser will maintain a written code of |
Ā |
will be provided to the Adviser and the Fund, and will institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement. The Sub-Adviser also will certify quarterly to the Trust on behalf of the Fund and the Adviser that it and its ĀAdvisory PersonsĀ (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Sub-Adviser has done to seek to ensure such compliance in the future. Annually, the Sub-Adviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Code of Ethics and its compliance program, respectively, to the Trust and the Adviser. The Sub-Adviser shall notify the Adviser promptly upon becoming aware of any material violation of the Code of Ethics involving the Fund, as reasonably determined by the Sub-Adviser. Upon request of the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Sub-Adviser will permit representatives of the Trust or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1 relating to enforcement of the Code of Ethics. The Sub-Adviser will provide such additional information regarding violations of the Code of Ethics involving the Fund as the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from a violation of the Code of Ethics, but reserving the right to assert all applicable legal privileges, provided that such assertion does not conflict with the FundĀs or the BoardĀs compliance with applicable law or any confidentiality obligations. Further, the Sub-Adviser represents and warrants that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Sub-Adviser and its employees. |
Ā
Ā | n. |
Sub-Adviser Review of Materials. Upon the AdviserĀs |
Ā
Ā | o. |
Regulatory Communications and Notices. Each Party shall promptly notify the other party regarding any |
Ā | Portion (in the case of a notice given by the Adviser) or (ii)Ā that involve matters that could reasonably be viewed as material to such partyĀs ability to provide services to the Fund. |
Ā
Ā | p. |
Notice of Material Actions / Change in Control. The Sub-Adviser |
Ā
3. |
Broker-Dealer Selection. |
To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the ĀSub-Adviser ProceduresĀ), the Sub-Adviser shall, in the name of the Fund,
place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in SectionĀ 2(e) hereof. The
Sub-Adviser shall use commercially reasonable efforts to obtain the best execution available of all portfolio transactions executed in respect of the Allocated Portion. The
Sub-Adviser may, to the extent permissible by SectionĀ 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider,
among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party, and may cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser and the
Allocated Portion an amount of commission for effecting an Allocated Portion transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the
Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction
or the Sub-AdviserĀs overall responsibilities to the Allocated Portion or its other advisory clients. To the extent authorized by SectionĀ 28(e) of the Securities Exchange Act of 1934 and consistent
with the Sub-Adviser Procedures and any written instructions as the Adviser may from time to time provide to the Sub-Adviser, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.
On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest
of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may (but shall be under no obligation to), in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such
event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the
Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients over time.
On an ongoing basis, at such times as the Adviser or the Board shall request (but no more frequently than quarterly), the Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i)Ā the brokerage
details with respect to transactions executed by the Sub-Adviser for the Allocated Portion and (ii)Ā the Āsoft dollarĀ arrangements, with respect to transactions on behalf of the Allocated
Portion, that the Sub-Adviser maintains with brokers or dealers that execute transactions for the Allocated Portion, and of all research and other services provided
to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction
of Fund transactions for the Allocated Portion to the broker or dealer.
Ā
4. |
Books and Records; Periodic Reports. |
Ā
Ā | a. |
Maintenance Requirements. The Sub-Adviser shall maintain such |
Ā
Ā | b. |
Periodic Reports. The Sub-Adviser shall (i)Ā render to the |
Ā
5. |
Compensation of the Sub-Adviser. |
The Adviser will pay the Sub-Adviser for its services with respect to the Fund the compensation
specified in Appendix A to this Agreement.
Ā
6. |
Allocation of Charges and Expenses. |
The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement, including,
without limitation, the Sub-AdviserĀs operating and overhead expenses attributable to its duties hereunder, but excluding the cost of securities (including brokerage commissions and other transaction
costs) and other investments purchased for the Allocated Portion. It is understood that, pursuant to the Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the
Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which such expenses payable by the Fund shall include, without limitation, those set forth in SectionĀ 4 of the Advisory Agreement.
Ā
Ā
Ā | a. |
Standard of Care. The Sub-Adviser will act in good faith in |
Ā
Ā | b. |
The Sub-Adviser will notify the Adviser as soon as reasonably |
Ā |
detection of any breach by the Adviser of the 1940 Act, the Governing Documents, the Procedures, or this Agreement (to the extent that such breach is reasonably likely to have a material adverse effect on the Allocated Portion). |
Each party shall use commercially reasonable efforts to cooperate with the other party
in curing any material regulatory or compliance breaches or breaches of this Agreement as promptly as possible.
Ā
8. |
Use of Names and Track Record. |
Ā
Ā | a. |
AdviserĀs and FundĀs Use of Sub-Adviser Name. For so |
Ā
Ā | b. |
Restrictions on Use of AdviserĀs Name. The Sub-Adviser |
Ā
Ā | c. |
Sub-AdviserĀs Use of Track-Record. The Sub-Adviser may use performance data it generates in connection with the Fund, provided that the Fund is not specifically identified by name without approval in writing by the Adviser. |
Ā
9. |
Liability and Indemnification. |
Ā
Ā | a. |
Absent the Sub-AdviserĀs material breach of this Agreement or |
Ā |
losses that may be sustained in the purchase, holding, or sale of any position; provided, however, that the obligations of the Sub-Adviser with respect to a ĀTrade ErrorĀ or ĀCompliance ErrorĀ (as defined in the Procedures, as the same may be amended from time to time) shall be as set forth in the Procedures. Prior to effecting any material change to the definitions in the Procedures of Trade Error or Compliance Error (or to any associated obligations or liabilities of the Sub-Adviser), the Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to the material change becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order, in which case the Adviser agrees to provide such prior written notice to the Sub-Adviser as reasonably practicable in the circumstances. It is acknowledged and agreed that any Trade Error or Compliance Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this SectionĀ 9(a) and SectionĀ 9(c) below, and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. |
Ā
Ā | b. |
The Sub-Adviser acknowledges that it has received notice of and accepts |
Ā
Ā | c. |
The Sub-Adviser shall indemnify, to the extent permissible under |
Ā
Ā | d. |
The Adviser shall indemnify, to the extent permissible under applicable law, the |
Ā | e. |
Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit, or |
Ā
Ā | f. |
The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to |
Ā
10. |
Sub-Adviser Insurance. |
The Sub-Adviser agrees that it will maintain at its own expense an errors and omissions insurance
policy with respect to the Sub-Adviser in a commercially reasonable amount based upon the amount of assets managed by the Sub-Adviser and commercial general liability
insurance in a commercially reasonable amount. The foregoing policies shall be issued by insurance companies that maintain an A.M. Best rating of A- or higher, or are otherwise acceptable to the Adviser in its
reasonable discretion. Any and all deductibles specified in the above-referenced insurance policies shall be assumed by the Sub-Adviser.
Ā
The FundĀs assets shall be maintained in the custody of its Custodian. Any assets added to the Fund shall be delivered directly to the
FundĀs Custodian, and the Sub-Adviser shall have no liability for the acts or omissions of any such Custodian.
Ā
12. |
Representations of the Sub-Adviser. |
The Sub-Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing under the |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the |
Ā | d. |
Registered Investment Adviser; CFTC Registration. The |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending actions, suits, |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | g. |
ADV. It has provided the Adviser with a copy of its Form ADV and will, promptly after making any |
Ā
Ā | h. |
Change in Portfolio Management Personnel. The Sub-Adviser shall |
Ā
Ā | i. |
No Untrue Statements or Omissions. The information provided by the |
Ā
1Ā |
Solely with respect to Blackstone Alternative Multi-Strategy Sub Fund IV LLC. |
Ā | j. |
SectionĀ 13 Filings. For purposes of SectionĀ 13(f) of the Exchange Act, and Rule 13f-1 thereunder, the Sub-Adviser shall be deemed to exercise investment discretion over any ĀSectionĀ 13(f) securitiesĀ (as defined in Rule 13f-1(c) under the Exchange Act) held or previously held in the Allocated Portion, and shall include information regarding such securities in its reports filed on Form 13F. For purposes of SectionĀ 13(d) and |
Ā
Ā | k. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
13. |
Representations of the Adviser. |
The Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing as a |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the Adviser of this Agreement are within the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the Adviser in accordance with its terms, |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The Adviser (i)Ā is duly registered as an |
Ā |
promptly any violations that have occurred, (v)Ā has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, and (vi)Ā will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of a registered investment company pursuant to SectionĀ 9(a) of the 1940 Act. The Adviser is duly registered as a commodity pool operator and CTA with the CFTC and is a member in good standing of the NFA, and will maintain such registration and membership in good standing for so long as this Agreement remains in effect or will be exempt from such registration and membership. |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending actions, suits, |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory and exchange licenses, |
Ā
Ā | g. |
Approval by Trust. This Agreement has been approved by (i)Ā a majority of the Trustees of the Trust, |
Ā
Ā | h. |
No Untrue Statements or Omissions. The information provided by the Adviser to the Sub-Adviser in writing shall not, to the knowledge of the Adviser, contain any untrue statement of material fact or omit to state a material fact necessary to make the information not misleading, in each case at the |
Ā
Ā | i. |
Other Representations. The Fund qualifies as (i)Ā a Āqualified institutional buyer,Ā as |
Ā
Ā | j. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
14. |
Renewal, Termination and Amendment. |
Ā
Ā | a. |
Renewal. This Agreement shall continue in effect until two years from the effectiveness date, and |
Ā
Ā | b. |
Termination. This Agreement may be terminated at any time without payment of any penalty (i)Ā by the |
This Agreement may also be terminated, without the payment of any
penalty, by the Sub-Adviser upon 5 daysĀ prior written notice upon any of the following: (i)Ā any change to the Procedures or any instruction from the Adviser, the Board, or any service provider to
the Fund or the Trust, or the alteration of the definition of Trade Error or Compliance Error, in each case that, in the Sub-AdviserĀs good faith reasonable discretion, would make it impracticable or
unreasonable for the Sub-Adviser to continue to implement the Strategy with respect to the Allocated Portion; or (ii)Ā the material breach by the Adviser of this Agreement which is not promptly cured.
This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. It is understood that from time to
time the Allocated Portion may be zero. This Agreement does not terminate in the event that no Allocated Portion is available for the Sub-Adviser.
Ā
Ā | c. |
Consequences of Termination. In the event of termination of this Agreement, Sections 4, 8, 9, 10, 16, |
Ā
Ā | d. |
Amendment. This Agreement may be amended at any time by the |
Ā | e. |
Assignment. This Agreement shall terminate automatically and immediately in the event of its assignment. |
Ā
Ā
Ā | a. |
Except as expressly authorized in this Agreement or as required or requested, as advised by counsel, by |
Ā
Ā | b. |
Portfolio Information. As used herein ĀPortfolio InformationĀ means confidential and |
Ā
Ā | c. |
The Adviser will not permit any Representative or affiliate of the Adviser to use Portfolio Information with |
Ā
Ā | d. |
Each of the Adviser and the Sub-Adviser agrees that it shall exercise |
Ā | e. |
Each Recipient Party acknowledges the global nature of each Disclosing PartyĀs businesses and the efforts |
Ā
Except as otherwise specifically provided herein, all communications under this Agreement must be in writing and will be deemed duly given and
received when delivered personally, when sent by e-mail transmission actually received by the recipient or three days after being deposited for next-day delivery with an
internationally recognized overnight international delivery service, properly addressed to the party to receive such notice at the partyĀs address specified herein, or at any other address that any party may designate by notice to the others.
Sub-Adviser:
Fir Tree Capital Management
500 Fifth Avenue, 9th Floor
New York, New York 10110
Attn: General Counsel
By Email:
Adviser:
Peter Koffler
Blackstone Inc.
Blackstone Alternative Investment Advisors LLC
345 Park Avenue, 28th Floor
New York, New York 10154
with a copy (which does not constitute notice) to:
James E. Thomas
RopesĀ & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
By Email:
Ā
If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall
remain unaffected and shall continue in full force and effect, provided that the Agreement, as so modified, continues to express, without material change, the original intent of the parties and deletion of such provision will not substantially
impair the respective rights and obligations of the parties, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
The Sub-Adviser shall maintain business continuity, disaster recovery, and backup capabilities and
facilities, which shall be reasonably designed to permit the Sub-Adviser to be able to perform its obligations hereunder with minimal disruptions or delays. Upon request, the
Sub-Adviser shall provide to the Adviser copies of its written business continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans to satisfy the
Adviser and FundĀs reasonable inquiries and to assist the Fund and the Chief Compliance Officer of the Fund in complying with Rule 38a-1 under the 1940 Act. The
Sub-Adviser represents that it tests its business continuity and disaster recovery plan(s) on at least an annual basis, and shall, at the AdviserĀs request, provide the Adviser with information regarding
the results of its testing.
Ā
The Sub-Adviser has performed, or shall perform, in its reasonable discretion, background screening
(including review of records as to violent or criminal conduct) of each employee of the Sub-Adviser with material access to Information, including at the time such employee is hired by the Sub-Adviser or at such times as an employeeĀs duties begin to include investment or oversight authority over a material portion of the Sub-AdviserĀs assets under
management.
Ā
20. |
Limitation on Consultation. |
In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940
Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other sub-adviser to the Fund or any
sub-adviser to any other portion of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in
securities or other assets.
Ā
21. |
Lists of Affiliated Persons. |
The Adviser shall provide the Sub-Adviser with a list of each entity that is both (i)Ā an
Āaffiliated person,Ā as such term is defined in the 1940 Act, of the Fund and (ii)Ā a broker, dealer, or entity that is engaged in the business of underwriting, or a registered investment adviser. The
Sub-Adviser shall provide the Adviser with a list of each person who is an Āaffiliated personĀ, as such term is defined in the 1940 Act, of the
Sub-Adviser.Ā Each of the Adviser and the Sub-Adviser agrees promptly to update such list whenever the Adviser or the
Sub-Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
Ā
Each party shall cooperate reasonably with the other party for purposes of filing any required reports, and responding to regulatory requests,
in each case with respect to the Fund, with the SEC or such other regulator having appropriate jurisdiction. Each party will work in good faith with the other party and the FundĀs service providers to ensure the orderly daily operation of the
Fund (including, without limitation, reasonably assisting with preparation of regulatory filings and responding to regulatory requests that relate to the Allocated Portion).
Ā
Ā
Ā | a. |
Further Actions. Each party agrees to perform such further actions and execute such further documents as |
Ā
Ā | b. |
Governing Law. To the extent that state law is not preempted by the provisions of any law of the United |
Ā |
State of New York, irrespective of and without regard for any conflicts of law principles. Any suit, proceeding or other action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York. To the extent that the United States District Court for the Southern District of New York lacks jurisdiction over such suit, proceeding or other action then it shall be brought in state court situated in Delaware. The parties hereby submit and consent to the exclusive in personam jurisdiction and venue of such courts. |
Ā
Ā | c. |
Appendices Part of Agreement. For the avoidance of doubt, it is acknowledged and agreed that the |
Ā
Ā | d. |
Captions / Headings. The captions in this Agreement are included for convenience only and in no way |
Ā
Ā | e. |
Joint Negotiation. The parties have participated jointly in the negotiation and drafting of this |
Ā
Ā | f. |
Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, all of |
Ā
Ā | g. |
Miscellaneous. All words used herein shall be construed to be of such gender or number as the |
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates set forth below and
effective as of the day and year first above written.
BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
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By: |
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Date: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
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Title: |
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FIR TREE CAPITAL MANAGEMENT LP
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By: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
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Date: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
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Title: |
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APPENDIX A
Sub-Advisory Fee
Blackstone Alternative Multi-Strategy Fund
INVESTMENT SUB-ADVISORY AGREEMENT
This investment sub-advisory agreement (the ĀAgreementĀ) is effective as of
NovemberĀ 16, 2022, between Blackstone Alternative Investment Advisors LLC, a Delaware limited liability company (the ĀAdviserĀ), and North Reef Capital Management LP, a Delaware limited partnership (the ĀSub-AdviserĀ).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the
ĀAdvisory AgreementĀ) with Blackstone Alternative Investment Funds, a Massachusetts business trust (the ĀTrustĀ), on behalf of its series, Blackstone Alternative Multi-Strategy Fund (the
ĀFundĀ), relating to the provision of portfolio management services to the Fund; and
WHEREAS, the Trust is registered as
an open-end management investment company under the Investment Company Act of 1940, as amended (the Ā1940 ActĀ); and
WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the
Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, in selecting sub-investment advisers and entering into and amending sub-advisory agreements, the Adviser and the Trust may rely upon an exemptive order obtained from the Securities and
Exchange Commission (ĀSECĀ), provided that the Adviser and the Trust comply with the terms and conditions set forth therein; and
WHEREAS, the Adviser and the Board of Trustees (the ĀBoardĀ) of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and adequacy of which are hereby
acknowledged, the Adviser and the Sub-Adviser agree as follows:
Ā
Ā
Ā | a. |
Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for so long as this Agreement remains in effect. Without limiting the generality of the |
Ā
Ā | b. |
Limitations of Sub-AdviserĀs Responsibility. Except as |
Ā | c. |
Sub-Advisory Arrangement Not Exclusive for Fund and Sub-Adviser. It is acknowledged and agreed that the Adviser may appoint from time to time other sub-advisers in addition to the |
Ā
The Sub-Adviser is hereby granted (subject to the limitations expressed) the following authority and
undertakes to provide the following services and to assume the following obligations:
Ā
Ā | a. |
Supervision; Adviser Retains Certain Authority. In furnishing the services hereunder, the Sub-Adviser will be subject to the supervision of the Adviser and the Board. Subject to notice to the Sub-Adviser, the Adviser retains complete authority, to the extent |
Ā
Ā | b. |
Continuous Investment Program. The Sub-Adviser shall formulate |
Ā |
Portion (in such respect, and only for this limited purpose, the Sub-Adviser will, as necessary to effect such documentation, agreements, contracts and other documents, act as the AdviserĀs and the FundĀs agent and attorney-in-fact). The Sub-Adviser, in general, will take such action as is appropriate to manage the Allocated Portion effectively. |
Ā
Ā | c. |
Management in Accordance with Fund Governing Documents and Procedures. The Sub-Adviser will manage the Allocated Portion subject to and in accordance with: |
Ā
Ā
Ā | ii. |
the policies and restrictions of the Fund set forth in the FundĀs Agreement and Declaration of Trust, as |
Ā
Ā | iii. |
the requirements applicable to registered investment companies under applicable laws, including without |
Ā
Ā | iv. |
any service level agreement that may be agreed between the parties from time to time; |
Ā
Ā | v. |
any reasonable instructions which the Adviser or the Board may issue to the |
Ā
Ā | vi. |
the laws, regulations and rules of all applicable governmental, administrative, and self-regulatory bodies. |
Ā
Ā | d. |
The Sub-Adviser also agrees to conduct its activities hereunder in |
Ā
Ā | e. |
Fund Counterparties. The Sub-Adviser will utilize |
Ā |
the name of, the Adviser or the Fund. The Sub-Adviser will provide reasonable assistance to the Adviser in negotiating trading terms and other arrangements with counterparties and/or clearing members upon reasonable request. In effecting transactions for the Allocated Portion, the Sub-Adviser will utilize broker-dealers, commodity exchanges and swap execution facilities, if applicable, for trade execution selected by the Sub-Adviser, and accounts set up by the Sub-Adviser with such broker-dealers, commodity exchanges and swap execution facilities.Ā The Adviser will be responsible for managing any collateral and margin requirements associated with investments made for the Allocated Portion (where applicable), including providing instructions to the custodian for the Fund (the ĀCustodianĀ) and will perform in-house reconciliation procedures on such accounts. |
Ā
Ā | f. |
Reports. The Sub-Adviser shall, upon reasonable advance notice, |
Ā
Ā | g. |
Proxy Voting. The parties hereby agree that the Sub-Adviser |
Ā
Ā | h. |
Filing Claims. The parties hereby agree that the Sub-Adviser |
Ā | i. |
Sub-AdviserĀs Management and Monitoring of the Allocated |
Ā
Ā | j. |
Daily Transmission of Information to Custodian. In connection with any purchase and sale of securities |
Ā
Ā | k. |
Assistance with Valuation. The Sub-Adviser will, upon request, |
Ā
Ā | l. |
Provision of Information and Certifications. The Sub-Adviser, |
Ā
Ā | m. |
Code of Ethics. The Sub-Adviser will maintain a written code of |
Ā |
prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement. The Sub-Adviser also will certify quarterly to the Trust on behalf of the Fund and the Adviser that it and its ĀAdvisory PersonsĀ (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Sub-Adviser has done to seek to ensure such compliance in the future. Annually, the Sub-Adviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Code of Ethics and its compliance program, respectively, to the Trust and the Adviser. The Sub-Adviser shall notify the Adviser promptly upon becoming aware of any material violation of the Code of Ethics involving the Fund, as reasonably determined by the Sub-Adviser. Upon request of the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Sub-Adviser will permit representatives of the Trust or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1 relating to enforcement of the Code of Ethics. The Sub-Adviser will provide such additional information regarding violations of the Code of Ethics involving the Fund as the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from a violation of the Code of Ethics, but reserving the right to assert all applicable legal privileges, provided that such assertion does not conflict with the FundĀs or the BoardĀs compliance with applicable law or any confidentiality obligations. Further, the Sub-Adviser represents and warrants that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Sub-Adviser and its employees. |
Ā
Ā | n. |
Sub-Adviser Review of Materials. Upon the AdviserĀs |
Ā
Ā | o. |
Regulatory Communications and Notices. Each Party shall promptly notify the other party regarding any |
Ā | Portion (in the case of a notice given by the Adviser) or (ii)Ā that involve matters that could reasonably be viewed as material to such partyĀs ability to provide services to the Fund. |
Ā
Ā | p. |
Notice of Material Actions / Change in Control. The Sub-Adviser |
Ā
3. |
Broker-Dealer Selection. |
To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the ĀSub-Adviser ProceduresĀ), the Sub-Adviser shall, in the name of the Fund,
place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in SectionĀ 2(e) hereof. The
Sub-Adviser shall use commercially reasonable efforts to obtain the best execution available of all portfolio transactions executed in respect of the Allocated Portion. The
Sub-Adviser may, to the extent permissible by SectionĀ 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider,
among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party, and may cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser and the
Allocated Portion an amount of commission for effecting an Allocated Portion transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the
Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction
or the Sub-AdviserĀs overall responsibilities to the Allocated Portion or its other advisory clients. To the extent authorized by SectionĀ 28(e) of the Securities Exchange Act of 1934 and consistent
with the Sub-Adviser Procedures and any written instructions as the Adviser may from time to time provide to the Sub-Adviser, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.
On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest
of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may (but shall be under no obligation to), in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such
event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the
Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients over time.
On an ongoing basis, at such times as the Adviser or the Board shall request (but no more frequently than quarterly), the Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i)Ā the brokerage
details with respect to transactions executed by the Sub-Adviser for the Allocated Portion and (ii)Ā the Āsoft dollarĀ arrangements, with respect to transactions on behalf of the Allocated
Portion, that the Sub-Adviser maintains with brokers or dealers that execute transactions for the Allocated Portion, and of all research and other services provided
to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction
of Fund transactions for the Allocated Portion to the broker or dealer.
Ā
4. |
Books and Records; Periodic Reports. |
Ā
Ā | a. |
Maintenance Requirements. The Sub-Adviser shall maintain such |
Ā
Ā | b. |
Periodic Reports. The Sub-Adviser shall (i)Ā render to the |
Ā
5. |
Compensation of the Sub-Adviser. |
The Adviser will pay the Sub-Adviser for its services with respect to the Fund the compensation
specified in Appendix A to this Agreement.
Ā
6. |
Allocation of Charges and Expenses. |
The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement, including,
without limitation, the Sub-AdviserĀs operating and overhead expenses attributable to its duties hereunder, but excluding the cost of securities (including brokerage commissions and other transaction
costs) and other investments purchased for the Allocated Portion. It is understood that, pursuant to the Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the
Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which such expenses payable by the Fund shall include, without limitation, those set forth in SectionĀ 4 of the Advisory Agreement.
Ā
Ā
Ā | a. |
Standard of Care. The Sub-Adviser will act in good faith in |
Ā
Ā | b. |
The Sub-Adviser will notify the Adviser as soon as reasonably |
Ā |
detection of any breach by the Adviser of the 1940 Act, the Governing Documents, the Procedures, or this Agreement (to the extent that such breach is reasonably likely to have a material adverse effect on the Allocated Portion). |
Each party shall use commercially reasonable efforts to cooperate with the other party
in curing any material regulatory or compliance breaches or breaches of this Agreement as promptly as possible.
Ā
8. |
Use of Names and Track Record. |
Ā
Ā | a. |
AdviserĀs and FundĀs Use of Sub-Adviser Name. For so |
Ā
Ā | b. |
Restrictions on Use of AdviserĀs Name. The Sub-Adviser |
Ā
Ā | c. |
Sub-AdviserĀs Use of Track-Record. The Sub-Adviser may use performance data it generates in connection with the Fund, provided that the Fund is not specifically identified by name without approval in writing by the Adviser. |
Ā
9. |
Liability and Indemnification. |
Ā
Ā | a. |
Absent the Sub-AdviserĀs material breach of this Agreement or |
Ā |
losses that may be sustained in the purchase, holding, or sale of any position; provided, however, that the obligations of the Sub-Adviser with respect to a ĀTrade ErrorĀ or ĀCompliance ErrorĀ (as defined in the Procedures, as the same may be amended from time to time) shall be as set forth in the Procedures. Prior to effecting any material change to the definitions in the Procedures of Trade Error or Compliance Error (or to any associated obligations or liabilities of the Sub-Adviser), the Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to the material change becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order, in which case the Adviser agrees to provide such prior written notice to the Sub-Adviser as reasonably practicable in the circumstances. It is acknowledged and agreed that any Trade Error or Compliance Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this SectionĀ 9(a) and SectionĀ 9(c) below, and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. |
Ā
Ā | b. |
The Sub-Adviser acknowledges that it has received notice of and accepts |
Ā
Ā | c. |
The Sub-Adviser shall indemnify, to the extent permissible under |
Ā
Ā | d. |
The Adviser shall indemnify, to the extent permissible under applicable law, the |
Ā | e. |
Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit, or |
Ā
Ā | f. |
The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to |
Ā
10. |
Sub-Adviser Insurance. |
The Sub-Adviser agrees that it will maintain at its own expense an errors and omissions insurance
policy with respect to the Sub-Adviser in a commercially reasonable amount based upon the amount of assets managed by the Sub-Adviser and commercial general liability
insurance in a commercially reasonable amount. The foregoing policies shall be issued by insurance companies that maintain an A.M. Best rating of A- or higher, or are otherwise acceptable to the Adviser in its
reasonable discretion. Any and all deductibles specified in the above-referenced insurance policies shall be assumed by the Sub-Adviser.
Ā
The FundĀs assets shall be maintained in the custody of its Custodian. Any assets added to the Fund shall be delivered directly to the
FundĀs Custodian, and the Sub-Adviser shall have no liability for the acts or omissions of any such Custodian.
Ā
12. |
Representations of the Sub-Adviser. |
The Sub-Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing under the |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the |
Ā | d. |
Registered Investment Adviser; CFTC Registration. The |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending actions, suits, |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | g. |
ADV. It has provided the Adviser with a copy of its Form ADV and will, promptly after making any |
Ā
Ā | h. |
Change in Portfolio Management Personnel. The Sub-Adviser shall |
Ā
Ā | i. |
No Untrue Statements or Omissions. The information provided by the |
Ā
Ā | j. |
SectionĀ 13 Filings. For purposes of SectionĀ 13(f) of the Exchange Act, and Rule 13f-1 thereunder, the Sub-Adviser shall be deemed to exercise investment discretion over any ĀSectionĀ 13(f) securitiesĀ (as defined in Rule 13f-1(c) under the Exchange Act) held or previously held in the Allocated Portion, and shall include information regarding such securities in its reports filed on |
Ā |
Form 13F. For purposes of SectionĀ 13(d) and 13(g) of the Exchange Act, the Sub-Adviser shall be deemed the Ābeneficial ownerĀ of any equity security held or previously held in the Allocated Portion, and shall include information regarding such securities, as required, in its Ābeneficial ownership reportsĀ filed on Schedules 13D or 13G. For the avoidance of doubt, nothing contained in this SectionĀ 12(j) shall be understood as a representation by the Sub-Adviser that it is the owner (or beneficial owner) of these securities for purposes other than those referenced herein. |
Ā
Ā | k. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
13. |
Representations of the Adviser. |
The Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing as a |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the Adviser of this Agreement are within the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the Adviser in accordance with its terms, |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The Adviser (i)Ā is duly registered as an |
Ā |
the Adviser from serving as an investment adviser of a registered investment company pursuant to SectionĀ 9(a) of the 1940 Act. The Adviser is duly registered as a commodity pool operator and CTA with the CFTC and is a member in good standing of the NFA, and will maintain such registration and membership in good standing for so long as this Agreement remains in effect or will be exempt from such registration and membership. |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending actions, suits, |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory and exchange licenses, |
Ā
Ā | g. |
Approval by Trust. This Agreement has been approved by (i)Ā a majority of the Trustees of the Trust, |
Ā
Ā | h. |
No Untrue Statements or Omissions. The information provided by the Adviser to the Sub-Adviser in writing shall not, to the knowledge of the Adviser, contain any untrue statement of material fact or omit to state a material fact necessary to make the information not misleading, in each case at the |
Ā
Ā | i. |
Other Representations. The Fund qualifies as (i)Ā a Āqualified institutional buyer,Ā as |
Ā
Ā | j. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
14. |
Renewal, Termination and Amendment. |
Ā
Ā | a. |
Renewal. This Agreement shall continue in effect until two years from the effectiveness date, and |
Ā |
continuance is specifically approved at least annually (i)Ā by a vote of the Trustees of the Trust or by vote of a majority of outstanding voting securities of the Fund and (ii)Ā by vote of a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) or of any person party to this Agreement, cast at a meeting called for the purpose of such approval. |
Ā
Ā | b. |
Termination. This Agreement may be terminated at any time without payment of any penalty (i)Ā by the |
This Agreement may also be terminated, without the payment of any
penalty, by the Sub-Adviser upon 5 daysĀ prior written notice upon any of the following: (i)Ā any change to the Procedures or any instruction from the Adviser, the Board, or any service provider to
the Fund or the Trust, or the alteration of the definition of Trade Error or Compliance Error, in each case that, in the Sub-AdviserĀs good faith reasonable discretion, would make it impracticable or
unreasonable for the Sub-Adviser to continue to implement the Strategy with respect to the Allocated Portion; or (ii)Ā the material breach by the Adviser of this Agreement which is not promptly cured.
This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. It is understood that from time to
time the Allocated Portion may be zero. This Agreement does not terminate in the event that no Allocated Portion is available for the Sub-Adviser.
Ā
Ā | c. |
Consequences of Termination. In the event of termination of this Agreement, Sections 4, 8, 9, 10, 16, |
Ā
Ā | d. |
Amendment. This Agreement may be amended at any time by the |
Ā
Ā | e. |
Assignment. This Agreement shall terminate automatically and immediately in the event of its assignment. |
Ā
Ā | a. |
Except as expressly authorized in this Agreement or as required or requested, as advised by counsel, by |
Ā
Ā | b. |
Portfolio Information. As used herein ĀPortfolio InformationĀ means confidential and |
Ā
Ā | c. |
The Adviser will not permit any Representative or affiliate of the Adviser to use Portfolio Information with |
Ā
Ā | d. |
Each of the Adviser and the Sub-Adviser agrees that it shall exercise |
Ā
Ā | e. |
Each Recipient Party acknowledges the global nature of each Disclosing PartyĀs businesses and the efforts |
Ā |
and agrees that the restrictions, limitations and obligations in this section are reasonable and necessary for the protection of the legitimate business interests of the Disclosing Parties and their affiliates. Each Recipient Party also acknowledges that the Disclosing Parties would not have entered into this Agreement unless the Recipient Party agreed to such restrictions, limitations, and obligations. |
Ā
Except as otherwise specifically provided herein, all communications under this Agreement must be in writing and will be deemed duly given and
received when delivered personally, when sent by e-mail transmission actually received by the recipient or three days after being deposited for next-day delivery with an
internationally recognized overnight international delivery service, properly addressed to the party to receive such notice at the partyĀs address specified herein, or at any other address that any party may designate by notice to the others.
Sub-Adviser:
North Reef Capital Management LP
851 South Coast Highway
Laguna Beach, CA 92651
Attention: James Hanna and Daniel Locasto
By Email:
Adviser:
Peter Koffler
Blackstone Inc.
Blackstone Alternative Investment Advisors LLC
345 Park Avenue, 28th Floor
New York, New York 10154
with a copy (which does not constitute notice) to:
James E. Thomas
RopesĀ & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
By Email:
Ā
If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall
remain unaffected and shall continue in full force and effect, provided that the Agreement, as so modified, continues to express, without material change, the original intent of the parties and deletion of such provision will not substantially
impair the respective rights and obligations of the parties, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
The Sub-Adviser shall maintain business continuity, disaster recovery, and backup capabilities and
facilities, which shall be reasonably designed to permit the Sub-Adviser to be able to perform its obligations hereunder with minimal disruptions or delays. Upon request, the
Sub-Adviser shall provide to the Adviser copies of its written business continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans to satisfy the
Adviser and FundĀs reasonable inquiries and to assist the Fund and the Chief Compliance Officer of the Fund in complying with Rule 38a-1 under the 1940 Act. The
Sub-Adviser represents that it tests its business continuity and disaster recovery plan(s) on at least an annual basis, and shall, at the AdviserĀs request, provide the Adviser with information regarding
the results of its testing.
Ā
The Sub-Adviser has performed, or shall perform, in its reasonable discretion, background screening
(including review of records as to violent or criminal conduct) of each employee of the Sub-Adviser with material access to Information, including at the time such employee is hired by the Sub-Adviser or at such times as an employeeĀs duties begin to include investment or oversight authority over a material portion of the Sub-AdviserĀs assets under
management.
Ā
20. |
Limitation on Consultation. |
In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940
Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other sub-adviser to the Fund or any
sub-adviser to any other portion of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in
securities or other assets.
Ā
21. |
Lists of Affiliated Persons. |
The Adviser shall provide the Sub-Adviser with a list of each entity that is both (i)Ā an
Āaffiliated person,Ā as such term is defined in the 1940 Act, of the Fund and (ii)Ā a broker, dealer, or entity that is engaged in the business of underwriting, or a registered investment adviser. The
Sub-Adviser shall provide the Adviser with a list of each person who is an Āaffiliated personĀ, as such term is defined in the 1940 Act, of the
Sub-Adviser.Ā Each of the Adviser and the Sub-Adviser agrees promptly to update such list whenever the Adviser or the
Sub-Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
Ā
Each party shall cooperate reasonably with the other party for purposes of filing any required reports, and responding to regulatory requests,
in each case with respect to the Fund, with the SEC or such other regulator having appropriate jurisdiction. Each party will work in good faith with the other party and the FundĀs service providers to ensure the orderly daily operation of the
Fund (including, without limitation, reasonably assisting with preparation of regulatory filings and responding to regulatory requests that relate to the Allocated Portion).
Ā
Ā
Ā | a. |
Further Actions. Each party agrees to perform such further actions and execute such further documents as |
Ā
Ā | b. |
Governing Law. To the extent that state law is not preempted by the provisions of any law of the United |
Ā |
State of New York, irrespective of and without regard for any conflicts of law principles. Any suit, proceeding or other action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York. To the extent that the United States District Court for the Southern District of New York lacks jurisdiction over such suit, proceeding or other action then it shall be brought in state court situated in Delaware. The parties hereby submit and consent to the exclusive in personam jurisdiction and venue of such courts. |
Ā
Ā | c. |
Appendices Part of Agreement. For the avoidance of doubt, it is acknowledged and agreed that the |
Ā
Ā | d. |
Captions / Headings. The captions in this Agreement are included for convenience only and in no way |
Ā
Ā | e. |
Joint Negotiation. The parties have participated jointly in the negotiation and drafting of this |
Ā
Ā | f. |
Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, all of |
Ā
Ā | g. |
Miscellaneous. All words used herein shall be construed to be of such gender or number as the |
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates set forth below and
effective as of the day and year first above written.
BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
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By: |
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Date: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
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Title: |
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NORTH REEF CAPITAL MANAGEMENT LP
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By: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
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Date: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
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Title: |
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APPENDIX A
Sub-Advisory Fee
Blackstone Alternative Multi-Strategy Fund
INVESTMENT SUB-ADVISORY AGREEMENT
This investment sub-advisory agreement (the ĀAgreementĀ) is effective as of
NovemberĀ 16, 2022 between Blackstone Alternative Investment Advisors LLC, a Delaware limited liability company (the ĀAdviserĀ), and Seven Grand Managers LLC, a Delaware limited liability company (the ĀSub-AdviserĀ).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the
ĀAdvisory AgreementĀ) with Blackstone Alternative Investment Funds, a Massachusetts business trust (the ĀTrustĀ), on behalf of its series, Blackstone Alternative Multi-Strategy Fund (the
ĀFundĀ), relating to the provision of portfolio management services to the Fund; and
WHEREAS, the Trust is registered as
an open-end management investment company under the Investment Company Act of 1940, as amended (the Ā1940 ActĀ); and
WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the
Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, in selecting sub-investment advisers and entering into and amending sub-advisory agreements, the Adviser and the Trust may rely upon an exemptive order obtained from the Securities and
Exchange Commission (ĀSECĀ), provided that the Adviser and the Trust comply with the terms and conditions set forth therein; and
WHEREAS, the Adviser and the Board of Trustees (the ĀBoardĀ) of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and adequacy of which are hereby
acknowledged, the Adviser and the Sub-Adviser agree as follows:
Ā
Ā
Ā | a. |
Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board, for so long as this Agreement remains in effect. Without limiting the generality of the |
Ā
Ā | b. |
Limitations of Sub-AdviserĀs Responsibility. Except as |
Ā | c. |
Sub-Advisory Arrangement Not Exclusive for Fund and Sub-Adviser. It is acknowledged and agreed that the Adviser may appoint from time to time other sub-advisers in addition to the |
Ā
The Sub-Adviser is hereby granted (subject to the limitations expressed) the following authority and
undertakes to provide the following services and to assume the following obligations:
Ā
Ā | a. |
Supervision; Adviser Retains Certain Authority. In furnishing the services hereunder, the Sub-Adviser will be subject to the supervision of the Adviser and the Board. Subject to notice to the Sub-Adviser, the Adviser retains complete authority, to the extent |
Ā
Ā | b. |
Continuous Investment Program. The Sub-Adviser shall formulate |
Ā
Ā | c. |
Management in Accordance with Fund Governing Documents and Procedures. The Sub-Adviser will manage the Allocated Portion subject to and in accordance with: |
Ā
Ā
Ā | ii. |
the policies and restrictions of the Fund set forth in the FundĀs Agreement and Declaration of Trust, as |
Ā | iii. |
the requirements applicable to registered investment companies under applicable laws, including without |
Ā
Ā | iv. |
any service level agreement that may be agreed between the parties from time to time; |
Ā
Ā | v. |
any written instructions which the Adviser or the Board may issue to the |
Ā
Ā | vi. |
the laws, regulations and rules of all applicable governmental, administrative, and self-regulatory bodies. |
Ā
Ā | d. |
The Sub-Adviser also agrees to conduct its activities hereunder in |
Ā
Ā | e. |
Fund Counterparties. The Sub-Adviser will utilize |
Ā |
members upon reasonable request. In effecting transactions for the Allocated Portion, the Sub-Adviser will utilize broker-dealers, commodity exchanges and swap execution facilities, if applicable, for trade execution selected by the Sub-Adviser, and accounts set up by the Sub-Adviser with such broker-dealers, commodity exchanges and swap execution facilities.Ā The Adviser will be responsible for managing any collateral and margin requirements associated with investments made for the Allocated Portion (where applicable), including providing instructions to the custodian for the Fund (the ĀCustodianĀ) and will perform in-house reconciliation procedures on such accounts. |
Ā
Ā | f. |
Reports. The Sub-Adviser shall render such reports to the Board |
Ā
Ā | g. |
Proxy Voting. The parties hereby agree that the Sub-Adviser |
Ā
Ā | h. |
Filing Claims. The parties hereby agree that the Sub-Adviser |
Ā
Ā | i. |
Sub-AdviserĀs Management and Monitoring of the Allocated |
Ā |
appropriate for the Sub-Adviser to fulfill its obligations under this Agreement. The Sub-Adviser shall act on any reasonable instructions of the Adviser with respect to the investment activities used to manage the Allocated Portion to ensure the FundĀs compliance with the Governing Documents, Procedures, and applicable law. |
Ā
Ā | j. |
Daily Transmission of Information to Custodian. In connection with any purchase and sale of securities |
Ā
Ā | k. |
Assistance with Valuation. The Sub-Adviser will provide |
Ā
Ā | l. |
Provision of Information and Certifications. The Sub-Adviser |
Ā
Ā | m. |
Code of Ethics. The Sub-Adviser will maintain a written code of |
Ā |
complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Code of Ethics and its compliance program, respectively, to the Trust and the Adviser. The Sub-Adviser shall notify the Adviser promptly upon becoming aware of any material violation of the Code of Ethics involving the Fund. Upon request of the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Sub-Adviser will permit representatives of the Trust or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1 relating to enforcement of the Code of Ethics. The Sub-Adviser will provide such additional information regarding violations of the Code of Ethics as the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from a violation of the Code of Ethics, but reserving the right to assert all applicable legal privileges, provided that such assertion does not conflict with the FundĀs or the BoardĀs compliance with applicable law or any confidentiality obligations. Further, the Sub-Adviser represents and warrants that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Sub-Adviser and its employees. |
Ā
Ā | n. |
Sub-Adviser Review of Materials. Upon the AdviserĀs |
Ā
Ā | o. |
Regulatory Communications and Notices. The Sub-Adviser shall |
Ā
Ā | p. |
Notice of Material Actions / Change in Control. The Sub-Adviser |
3. |
Broker-Dealer Selection. |
To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the ĀSub-Adviser ProceduresĀ), the Sub-Adviser shall, in the name of the Fund,
place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in SectionĀ 2(e) hereof. The
Sub-Adviser shall use its reasonable best efforts to obtain the best execution and efficient execution (in accordance with the policies contained in the
Sub-AdviserĀs best execution policy, which has been previously provided to the Adviser and the Sub-Adviser shall undertake to notify and provide any updates to such
policy to the Adviser promptly upon making such updates). The Sub-Adviser may, to the extent permissible by SectionĀ 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such
transaction or to other transactions to which other clients of the Sub-Adviser may be a party.
On
occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other
clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by
the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and
to such other clients.
On an ongoing basis, at such times as the Adviser or the Board shall request, the
Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i)Ā the
brokerage details with respect to transactions executed by the Sub-Adviser for the Allocated Portion and (ii)Ā the Āsoft dollarĀ arrangements that the
Sub-Adviser maintains with brokers or dealers that execute transactions for the Allocated Portion, and of all research and other services provided to the Sub-Adviser by
a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions for the Allocated Portion to the broker or dealer.
Ā
4. |
Books and Records; Periodic Reports. |
Ā
Ā | a. |
Maintenance Requirements. The Sub-Adviser shall maintain such |
Ā
Ā | b. |
Periodic Reports. The Sub-Adviser shall (i)Ā render to the |
Ā | request of the Adviser or the Board for the purpose of reviewing the Sub-AdviserĀs performance under this Agreement upon reasonable advance notice. |
Ā
5. |
Compensation of the Sub-Adviser. |
The Adviser will pay the Sub-Adviser for its services with respect to the Fund the compensation
specified in Appendix A to this Agreement.
Ā
6. |
Allocation of Charges and Expenses. |
The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement, including,
without limitation, the Sub-AdviserĀs operating and overhead expenses attributable to its duties hereunder. It is understood that, pursuant to the Advisory Agreement, the Fund will pay all expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which such expenses payable by the Fund shall include, without limitation, those set forth
in SectionĀ 4 of the Advisory Agreement.
Ā
7. |
Standard of Care; Breach. |
Ā
Ā | a. |
Standard of Care. The Sub-Adviser will exercise its best |
Ā
Ā | b. |
Notification, Curing Breach. The Sub-Adviser will notify the |
The Sub-Adviser shall use its reasonable best efforts to cooperate with the Adviser in curing any
regulatory or compliance breaches or breaches of this Agreement as promptly as possible.
Ā
8. |
Use of Names and Track Record. |
Ā
Ā | a. |
AdviserĀs and FundĀs Use of Sub-Adviser Name. For so |
Ā
Ā | b. |
Restrictions on Use of AdviserĀs Name. The Sub-Adviser |
Ā |
party that disparages, defames, or reflects adversely upon the Trust, the Fund, the Adviser or the Sub-Adviser, as applicable. For the avoidance of doubt, nothing in this Agreement shall restrict the Adviser, its affiliates, the Trust, or the Fund from making factual statements in required disclosures (including shareholder report discussions or Fund performance), in reports to the TrustĀs Board of Trustees, or in response to regulatory inquiries. |
Ā
Ā | c. |
Sub-AdviserĀs Use of Track-Record. The Sub-Adviser may use performance data it generates in connection with the Fund, provided that the Fund is not specifically identified by name without approval in writing by the Adviser. |
Ā
9. |
Liability and Indemnification. |
Ā
Ā | a. |
Absent the Sub-AdviserĀs breach of this Agreement or the willful |
Ā
Ā | b. |
The Sub-Adviser acknowledges that it has received notice of and accepts |
Ā
Ā | c. |
The Sub-Adviser shall indemnify the Fund and the Adviser and each of |
Ā
Ā | d. |
The Adviser shall indemnify the Sub-Adviser and each of its |
Ā |
SectionĀ 15 of the Securities Act, against, and hold them harmless from, any and all Losses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i)Ā any actual material misstatement or omission in the FundĀs Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund (other than a misstatement or omission relating to disclosure provided to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents); (ii) any action or inaction by the Sub-Adviser that the Sub-Adviser has made or refrained from making, as applicable, in good faith pursuant to and consistent with the AdviserĀs written instructions to the Sub-Adviser; or (iii)Ā the bad faith, willful misconduct, or gross negligence by the Adviser in the performance of its duties under this Agreement or reckless disregard of its obligations or duties hereunder. |
Ā
Ā | e. |
Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit, or |
Ā
Ā | f. |
The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to |
Ā
10. |
Sub-Adviser Insurance. |
The Sub-Adviser agrees that it will maintain at its own expense an errors and omissions insurance
policy with respect to the Sub-Adviser in a commercially reasonable amount based upon the amount of assets managed by the Sub-Adviser and commercial general liability
insurance in a commercially reasonable amount. The foregoing policies shall be issued by insurance companies that maintain an A.M. Best rating of A- or higher, or are otherwise acceptable to the Adviser in its
reasonable discretion. Any and all deductibles specified in the above-referenced insurance policies shall be assumed by the Sub-Adviser.
Ā
Ā
Ā | a. |
The FundĀs assets shall be maintained in the custody of its Custodian. Any assets added to the Fund shall |
Ā
12. |
Representations of the Sub-Adviser. |
The Sub-Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing under the |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the |
Ā |
default under (i)Ā any provision of applicable law, rule or regulation applicable to the Sub-Adviser, (ii)Ā the Sub-AdviserĀs governing instruments, or (iii)Ā any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser. Any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser. |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending, threatened, or |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | g. |
ADV. It has provided the Adviser with a copy of its Form ADV and will, promptly after making any |
Ā
Ā | h. |
Change in Portfolio Management Personnel. The Sub-Adviser shall |
Ā |
shall cease to be employed by the Sub-Adviser or to oversee the implementation by the Sub-Adviser of the Strategy, or if there is an actual or expected change in control or management of the Sub-Adviser. |
Ā
Ā | i. |
No Untrue Statements or Omissions. The information provided by the |
Ā
Ā | j. |
SectionĀ 13 Filings. For purposes of SectionĀ 13(f) of the Exchange Act, and Rule 13f-1 thereunder, the Sub-Adviser shall be deemed to exercise investment discretion over any ĀSectionĀ 13(f) securitiesĀ (as defined in Rule 13f-1(c) under the Exchange Act) held or previously held in the Allocated Portion, and shall include information regarding such securities in its reports filed on Form 13F. For purposes of SectionĀ 13(d) and |
Ā
Ā | k. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
13. |
Representations of the Adviser. |
The Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing as a |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the Adviser of this Agreement are within the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the Adviser in accordance with its terms, |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The Adviser (i)Ā is duly registered as an |
Ā |
Agreement and the Advisory Agreement with the Trust remain in effect, (ii)Ā is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by the Advisory Agreement with the Trust, (iii)Ā has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act, (iv)Ā has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring and correct promptly any violations that have occurred, (v)Ā has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, and (vi)Ā will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of a registered investment company pursuant to SectionĀ 9(a) of the 1940 Act. The Adviser is duly registered as a commodity pool operator and CTA with the CFTC and is a member in good standing of the NFA, and will maintain such registration and membership in good standing for so long as this Agreement remains in effect or will be exempt from such registration and membership. |
Ā
Ā | e. |
No Material Pending Actions. To the best of its knowledge, there are no material pending, threatened, or |
Ā
Ā | f. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
14. |
Renewal, Termination and Amendment. |
Ā
Ā | a. |
Renewal. This Agreement shall continue in effect until two years from the effectiveness date, and |
Ā
Ā | b. |
Termination. This Agreement may be terminated at any time without payment of any penalty (i)Ā by the |
Ā |
of any penalty, by the Adviser immediately upon (A)Ā a material breach by the Sub-Adviser of this Agreement which is not promptly cured pursuant to SectionĀ 7 hereof; (B)Ā Chris Fahy ceasing to be employed by the Sub-Adviser or continuing to oversee the Sub-AdviserĀs management of the Allocated Portion; or (C)Ā at the discretion of the Adviser, if the Sub-Adviser or any officer, director or key portfolio manager (including, without limitation, Chris Fahy), of the Sub-Adviser is charged in any regulatory, self-regulatory or judicial proceeding of violating the federal securities laws or engaging in criminal conduct relating to the securities industry, or is accused by any regulator or self-regulatory organization in circumstances where the accusation is reasonably likely to have a material adverse economic or reputational effect on the Fund or the Sub-AdviserĀs ability to provide services under this Agreement. This Agreement may also terminate if mutually agreed upon by both the Adviser and the Sub-Adviser. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. It is understood that from time to time the Allocated Portion may be zero. This Agreement does not terminate in the event that no Allocated Portion is available for the Sub-Adviser. |
Ā
Ā | c. |
Consequences of Termination. In the event of termination of this Agreement, Sections 4, 8, 9, 10, 16, |
Ā
Ā | d. |
Amendment. This Agreement may be amended at any time by the Sub-Adviser |
Ā
Ā | e. |
Assignment. This Agreement shall terminate automatically and immediately in the event of its assignment. |
Ā
Ā
Ā | a. |
Except as expressly authorized in this Agreement or as required by applicable law, regulation or court order, |
Ā |
been advised that such Information is to be kept confidential and the Adviser shall not identify the securities and other instruments held in the Allocated Portion as specifically attributable to the Allocated Portion or the Sub-Adviser in any disclosure of such Portfolio Information (except for disclosures to Representatives). The term ĀInformationĀ will not include information that (i)Ā is or becomes publicly available other than as a result of a disclosure by the Recipient Party in violation of this section; (ii)Ā is or becomes available to the Recipient Party or its Representatives from a source other than the Disclosing Party, which source, to the knowledge of the Recipient Party or its Representatives, does not have an obligation of confidentiality to the Disclosing Party with respect to such information; (iii)Ā was already in the Recipient PartyĀs possession or the possession of its Representatives prior to receiving such information from the Disclosing Party; or (iv)Ā is developed independently by the Recipient Party or its Representatives without use of the Information. Notwithstanding anything to the contrary provided elsewhere herein, none of the confidentiality provisions in this section shall in any way limit the activities of Adviser and its affiliates in their businesses of providing services to the Trust or other clients. |
Ā
Ā | b. |
Portfolio Information. As used herein ĀPortfolio InformationĀ means confidential and |
Ā
Ā | c. |
The Adviser will not permit any Representative or affiliate of the Adviser to use Portfolio Information with |
Ā
Ā | d. |
Each of the Adviser and the Sub-Adviser agrees that it shall exercise |
Ā
Ā | e. |
Each Recipient Party acknowledges the global nature of each Disclosing PartyĀs businesses and the efforts |
Ā
Except as otherwise specifically provided herein, all communications under this Agreement must be in writing and will be deemed duly given and
received when delivered personally, when sent by e-mail transmission or three days after being deposited for next-day delivery with an internationally recognized
overnight international delivery service, properly addressed to the party to receive such notice at the partyĀs address specified herein, or at any other address that any party may designate by notice to the others.
Sub-Adviser:
Seven Grand Managers, LLC
81 Pondfield Road, Suite C302
Bronxville, NY 10708
Attn: Jeff Ziglar, Chief Operating Officer
Email: [emailĀ protected]
with a copy (which does not constitute notice) to:
Brian Forman or Jeff Laska
Morrison Cohen LLP
909 Third Avenue, 27th Floor
New York, NY 10022
Email: [emailĀ protected]; [emailĀ protected]
Adviser:
Peter Koffler
Blackstone Inc.
Blackstone Alternative Investment Advisors LLC
345 Park Avenue, 28th Floor
New York, New York 10154
with a copy (which does not constitute notice) to:
James E. Thomas
RopesĀ & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
By Email:
Ā
If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall
remain unaffected and shall continue in full force and effect, provided that the Agreement, as so modified, continues to express, without material change, the original intent of the parties and deletion of such provision will not substantially
impair the respective rights and obligations of the parties, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Ā
The Sub-Adviser shall maintain business continuity, disaster recovery, and backup capabilities and
facilities, through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delays. Upon request, the Sub-Adviser shall
provide to the Adviser copies of its written business continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans to satisfy the Adviser and FundĀs reasonable inquiries and to assist
the Fund and the Chief Compliance Officer of the Fund in complying with Rule 38a-1 under the 1940 Act. The Sub-Adviser represents that it tests its business continuity
and disaster recovery plan(s) on at least an annual basis, and shall, at the AdviserĀs request, provide the Adviser with information regarding the results of its testing.
Ā
The Sub-Adviser shall perform background screening (including review of records as to violent or
criminal conduct) of each employee of the Sub-Adviser with material access to Information, including at the time such employee is hired by the Sub-Adviser or at such
times as an employeeĀs duties begin to include investment or oversight authority over a material portion of the Sub-AdviserĀs assets under management.
20. |
Limitation on Consultation. |
In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940
Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other sub-adviser to the Fund or any
sub-adviser to any other portion of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in
securities or other assets.
Ā
21. |
Lists of Affiliated Persons. |
The Adviser shall provide the Sub-Adviser with a list of each entity that is both (i)Ā an
Āaffiliated person,Ā as such term is defined in the 1940 Act, of the Adviser and (ii)Ā a broker, dealer, or entity that is engaged in the business of underwriting, or a registered investment adviser. The
Sub-Adviser shall provide the Adviser with a list of each person who is an Āaffiliated personĀ, as such term is defined in the 1940 Act, of the
Sub-Adviser.Ā Each of the Adviser and the Sub-Adviser agrees promptly to update such list whenever the Adviser or the
Sub-Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
Ā
The Sub-Adviser shall cooperate reasonably with the Adviser for purposes of filing any required
reports, and responding to regulatory requests, with the SEC or such other regulator having appropriate jurisdiction. The Sub-Adviser will work in good faith with the Adviser and the FundĀs service
providers to ensure the orderly daily operation of the Fund (including, without limitation, assisting with preparation of regulatory filings and responding to regulatory requests).
Ā
Ā
Ā | a. |
Further Actions. Each party agrees to perform such further actions and execute such further documents as |
Ā
Ā | b. |
Governing Law. To the extent that state law is not preempted by the provisions of any law of the United |
Ā
Ā | c. |
Appendices Part of Agreement. For the avoidance of doubt, it is acknowledged and agreed that the |
Ā
Ā | d. |
Captions / Headings. The captions in this Agreement are included for convenience only and in no way |
Ā
Ā | e. |
Joint Negotiation. The parties have participated jointly in the negotiation and drafting of this |
Ā | f. |
Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, all of |
Ā
Ā | g. |
Miscellaneous. All words used herein shall be construed to be of such gender or number as the |
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates set forth below and
effective as of the day and year first above written.
BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
Ā
By: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
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Date: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
Ā | Ā | Ā | Ā |
SEVEN GRAND MANAGERS LLC
Ā
By: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
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Date: |
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Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
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APPENDIX A
Sub-Advisory Fee
Blackstone Alternative Multi-Strategy Fund
INVESTMENT SUB-ADVISORY AGREEMENT
This investment sub-advisory agreement (the ĀAgreementĀ) is effective as of
DecemberĀ 1 2022, between Blackstone Alternative Investment Advisors LLC, a Delaware limited liability company (the ĀAdviserĀ), and Melqart Asset Management (UK) Limited, a private limited company incorporated under the laws of
England and Wales (the ĀSub-AdviserĀ).
WHEREAS, the Adviser has entered into an
Investment Advisory Agreement (the ĀAdvisory AgreementĀ) with Blackstone Alternative Investment Funds, a Massachusetts business trust (the ĀTrustĀ), on behalf of its series, Blackstone Alternative
Multi-Strategy Fund (the ĀFundĀ), relating to the provision of portfolio management services to the Fund; and
WHEREAS,
the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the Ā1940 ActĀ); and
WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the
Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, in selecting sub-investment advisers and entering into and amending sub-advisory agreements, the Adviser and the Trust may rely upon an exemptive order obtained from the Securities and
Exchange Commission (ĀSECĀ), provided that the Adviser and the Trust comply with the terms and conditions set forth therein; and
WHEREAS, the Adviser and the Board of Trustees (the ĀBoardĀ) of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and adequacy of which are hereby
acknowledged, the Adviser and the Sub-Adviser agree as follows:
Ā
Ā
Ā | a. |
Role of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for the Fund, subject to the oversight and direction of the Adviser and the Board. Without limiting the generality of the previous statement, the Sub-Adviser shall manage the investment and reinvestment of the assets of the Fund allocated to it in accordance with such investment strategies and within such limitations as the Adviser and the Sub-Adviser shall agree, in writing, from time to time (collectively the ĀStrategyĀ). The Sub-Adviser acknowledges and agrees that the various investment |
Ā | b. |
Limitations of Sub-AdviserĀs Responsibility. Except as |
Ā
Ā | c. |
Sub-Advisory Arrangement Not Exclusive for Fund and Sub-Adviser. It is acknowledged and agreed that the Adviser may appoint from time to time other sub-advisers (ĀOther Blackstone AdvisersĀ) in addition to |
Ā
The Sub-Adviser is hereby granted (subject to the limitations expressed) the following authority and
undertakes to provide the following services and to assume the following obligations:
Ā
Ā | a. |
Supervision; Adviser Retains Certain Authority. In furnishing the services hereunder, the Sub-Adviser will be subject to the supervision of the Adviser and the Board. Subject to reasonable advance notice to the Sub-Adviser, where practicable, the Adviser retains |
Ā
Ā | b. |
Continuous Investment Program. The Sub-Adviser shall formulate |
Ā | c. |
Management in Accordance with Fund Governing Documents and Procedures. The Sub-Adviser will take all reasonable steps to manage the Allocated Portion subject to and in accordance with: |
Ā
Ā
Ā | ii. |
the policies and restrictions of the Fund set forth in the FundĀs Agreement and Declaration of Trust, as |
Ā
Ā | iii. |
the (non-tax) requirements applicable to registered investment |
Ā
Ā | iv. |
any service level agreement that may be agreed between the parties from time to time; and |
Ā
Ā | v. |
any reasonable written instructions which the Adviser or the Board may issue to the Sub-Adviser from time to time, except to the extent, in the reasonable opinion of the Sub-Adviser, such instructions conflict or are inconsistent with applicable law, rule or |
Ā
Ā | d. |
The Sub-Adviser agrees to conduct its activities hereunder in |
Ā
Ā | e. |
Fund Counterparties. The Sub-Adviser will utilize |
Ā
Ā | f. |
Reports. The Sub-Adviser shall use commercially reasonable |
Ā |
administrator (the ĀAdministratorĀ) regarding (i)Ā the securities or other instruments, including, without limitation, cash and cash equivalents, held in the Allocated Portion; and (ii)Ā the securities or other instruments purchased and sold for the Allocated Portion by the Sub-Adviser on such business day. The Sub-Adviser shall use commercially reasonable efforts to provide such additional information to the Adviser or the Administrator that the Sub-Adviser has in its possession (or that it can reasonably procure) regarding the Sub-AdviserĀs implementation of the Strategy on behalf of the Allocated Portion as the Adviser or Administrator may reasonably request in such format as the Adviser or Administrator may reasonably request. Nothing in this Agreement shall require the Sub-Adviser to provide reports or information relating to any Other Melqart Clients or anything that the Sub-Adviser reasonably determines is a Ātrade secretĀ or subject to a written obligation of confidentiality. |
Ā
Ā | g. |
Proxy Voting. The parties hereby agree that the Sub-Adviser |
Ā
Ā | h. |
Filing Claims. The parties hereby agree that the Sub-Adviser |
Ā
Ā | i. |
Sub-AdviserĀs Management and Monitoring of the Allocated |
Ā |
applicable law, except to the extent, in the reasonable opinion of the Sub-Adviser, in consultation with counsel, such instructions conflict or are inconsistent with applicable law, rule or regulation or the Governing Documents. |
Ā
Ā | j. |
Daily Transmission of Information to Custodian. In connection with any purchase and sale of securities |
Ā
Ā | k. |
Assistance with Valuation. Upon request, the Sub-Adviser will |
Ā
Ā | l. |
Provision of Information and Certifications. The Sub-Adviser |
Ā
Ā | m. |
Code of Ethics. The Sub-Adviser will maintain a written code of |
Ā |
Adviser, the Sub-Adviser will furnish a written report, which complies with the requirements of RuleĀ 17j-1 and Rule 38a-1, concerning the Code of Ethics and its compliance program, respectively, to the Trust and the Adviser. The Sub-Adviser shall notify the Adviser promptly upon becoming aware of any material violation of the Code of Ethics involving the Fund. Upon request of the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Sub-Adviser will permit representatives of the Trust or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1 relating to the Sub-AdviserĀs enforcement of the Code of Ethics. The Sub-Adviser will provide such additional information regarding violations of the Code of Ethics as the Board or the Chief Compliance Officer on behalf of the Fund or the Adviser may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from a violation of the Code of Ethics, but reserving the right to assert all applicable legal privileges, provided that such assertion does not conflict with the FundĀs or the BoardĀs compliance with applicable law or any confidentiality obligations. Further, the Sub-Adviser represents and warrants that it has policies and procedures reasonably designed to detect and prevent the misuse of material, nonpublic information by the Sub-Adviser and its employees. |
Ā
Ā | n. |
Sub-Adviser Review of Materials. Upon the AdviserĀs |
Ā
Ā | o. |
Regulatory Communications and Notices. To the extent not prohibited by applicable law, regulation, order |
Ā
Ā | p. |
Notice of Material Actions / Change in Control. To the extent not prohibited by applicable law, |
ĀKey Person EventĀ means (i)Ā the death of the Key Person; (ii)Ā the
Key Person is unable, by reason of illness or injury, to substantially perform his functions for the Sub-Adviser and any of its affiliates for 90 consecutive days; or (iii)Ā the Key Person, for any reason
other than death, illness or injury ceases to be actively involved in the day-to-day management of the Allocated Portion.
ĀKey PersonĀ means Keith Decarlucci.
Ā
3. |
Broker-Dealer Selection. |
To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the ĀSub-Adviser ProceduresĀ), the Sub-Adviser shall, in the name of the Fund,
place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in SectionĀ 2(e) hereof. The
Sub-Adviser shall use commercially reasonable efforts to obtain the best execution and efficient execution on all portfolio transactions executed in respect of the Allocated Portion. The Sub-Adviser may, to the extent permissible by SectionĀ 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider, among
other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which Other Melqart Clients may be a
party.
Ā
Ā | a. |
On occasions when the Sub-Adviser determines to purchase or sell a |
Ā
Ā | b. |
On an ongoing basis, at such times as the Adviser or the Board shall reasonably request, the Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing the brokerage details |
Ā
4. |
Books and Records; Periodic Reports. |
Ā
Ā | a. |
Maintenance Requirements. The Sub-Adviser shall maintain such |
Ā |
Sub-Adviser may retain copies of the Books and Records to the extent required by law or to comply with the Sub-AdviserĀs internal record keeping policies at its own cost. The Adviser and FundĀs Chief Compliance Officer shall, upon reasonable notice, be provided with access to the Sub-AdviserĀs documentation and records relating to the Fund and copies of such documentation and records. |
Ā
Ā | b. |
Periodic Reports. The Sub-Adviser shall (i)Ā render to the |
Ā
5. |
Compensation of the Sub-Adviser. |
The Adviser will pay the Sub-Adviser for its services with respect to the Fund the compensation
specified in Appendix A to this Agreement.
Ā
6. |
Allocation of Charges and Expenses. |
The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement, including,
without limitation, the Sub-AdviserĀs operating and overhead expenses attributable to its duties hereunder. It is understood that, pursuant to the Advisory Agreement, the Fund will pay all expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which such expenses payable by the Fund shall include, without limitation, those set forth
in SectionĀ 4 of the Advisory Agreement.
Ā
7. |
Standard of Care; Breach. |
Ā
Ā | a. |
Standard of Care. The Sub-Adviser will exercise its reasonable |
Ā
Ā | b. |
Notification, Curing Breach. |
Ā
Ā | i. |
The Sub-Adviser will notify the Adviser as soon as reasonably |
Ā
Ā | ii. |
The Sub-Adviser shall use its commercially reasonable best efforts to |
Ā
8. |
Use of Names and Track Record. |
Ā
Ā | a. |
AdviserĀs and FundĀs Use of Sub-Adviser Name. For so |
Ā |
Documents or similar and the Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law). For so long as the Sub-AdviserĀs details are disclosed, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. |
Ā
Ā | b. |
Restrictions on Use of AdviserĀs Name. Except as required by law or as is necessary or advisable to |
Ā
Ā | c. |
Sub-AdviserĀs Use of Track-Record. The Sub-Adviser may use performance data it generates in connection with the Fund, provided that the Fund is not specifically identified by name without approval in writing by the Adviser; provided, further that |
Ā
9. |
Liability and Indemnification. |
Ā
Ā | a. |
Absent the Sub-AdviserĀs material breach of this Agreement or the |
Ā | b. |
The Sub-Adviser acknowledges that it has received notice of and accepts |
Ā
Ā | c. |
The Sub-Adviser shall indemnify the Fund and the Adviser and each of |
Ā
Ā | d. |
The Adviser shall indemnify the Sub-Adviser and each of its |
Ā
Ā | e. |
Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit, or |
Ā
Ā | f. |
The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to |
10. |
Sub-Adviser Insurance. |
The Sub-Adviser agrees that it will maintain at its own expense an errors and omissions insurance
policy with respect to the Sub-Adviser in a commercially reasonable amount based upon the amount of assets managed by the Sub-Adviser. The foregoing policies shall be
issued by insurance companies that maintain an A.M. Best rating of A- or higher, or are otherwise acceptable to the Adviser in its reasonable discretion. Any and all deductibles specified in the
above-referenced insurance policies shall be assumed by the Sub-Adviser.
Ā
Ā
Ā | a. |
The FundĀs assets shall be maintained in the custody of its Custodian. Any assets added to the Fund shall |
Ā
12. |
Representations of the Sub-Adviser. |
The Sub-Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing under the |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The |
Ā |
investment company pursuant to SectionĀ 9(a) of the 1940 Act. To the extent the Sub-Adviser advises the Fund with respect to trading of Ācommodity interestsĀ as defined under the Commodity Exchange Act (the ĀCEAĀ) and the regulations thereunder, the Sub-Adviser has determined, in consultation with counsel, that it is exempt from registration as a commodity trading advisor (a ĀCTAĀ) under Rule 4.14(a)(10). The Sub-Adviser will maintain such exemption or will register and be registered with the CFTC and a member of the National Futures Association (ĀNFAĀ) for so long as this Agreement remains in effect. |
Ā
Ā | e. |
No Material Pending Actions. To its knowledge, there are no material pending, threatened, or |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | g. |
ADV. It has provided the Adviser with a copy of its Form ADV and will, on an annual basis make available |
Ā
Ā
Ā | i. |
No Untrue Statements or Omissions. The information provided by the |
Ā
Ā | j. |
SectionĀ 13 Filings. For purposes of SectionĀ 13(f) of the Exchange Act, and Rule 13f-1 thereunder, the Sub-Adviser shall be deemed to exercise investment discretion over any ĀSectionĀ 13(f) securitiesĀ (as defined in Rule 13f-1(c) under the Exchange Act) held or previously held in the Allocated Portion, and shall include information regarding such securities in its reports filed on Form 13F. For purposes of SectionĀ 13(d) and |
Ā
Ā | k. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā |
by a court of competent jurisdiction; or (ii)Ā a material event occurs with respect to the Sub-AdviserĀs investment advisory business that could reasonably be expected to adversely impact the Sub-AdviserĀs ability to perform its duties under this Agreement. |
Ā
13. |
Representations of the Adviser. |
The Adviser represents, warrants and further covenants as follows:
Ā
Ā | a. |
Duly Organized / Good Standing. It is duly organized, validly existing, and in good standing as a |
Ā
Ā | b. |
Authority. The execution, delivery and performance by the Adviser of this Agreement are within the |
Ā
Ā | c. |
Enforceable Agreement. This Agreement is enforceable against the Adviser in accordance with its terms, |
Ā
Ā | d. |
Registered Investment Adviser; CFTC Registration. The Adviser (i)Ā is duly registered as an |
Ā
Ā | e. |
No Material Pending Actions. To its knowledge, there are no material pending, threatened, or |
Ā | expected to materially impair the AdviserĀs ability to discharge its obligations under this Agreement or the Advisory Agreement with the Trust. |
Ā
Ā | f. |
Licenses and Registrations. It has all governmental, regulatory, self-regulatory, and exchange licenses, |
Ā
Ā | g. |
No Untrue Statements or Omissions. The information provided by the Adviser to the Sub-Adviser in writing shall not, to the knowledge of the Adviser, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information, as of the time provided, and in |
Ā
Ā | h. |
Ongoing Representations and Warranties. If, at any time during the term of this Agreement, it discovers |
Ā
14. |
Renewal, Termination and Amendment. |
Ā
Ā | a. |
Renewal. Unless terminated by its terms in accordance with SectionĀ 14(b), this Agreement shall |
Ā
Ā
Ā | i. |
This Agreement may be terminated at any time without payment of any penalty (i)Ā by the Board, or by a vote |
Ā
Ā | ii. |
This Agreement may also be terminated, by the Adviser (in its sole discretion) by providing five business |
Ā
Ā | iii. |
This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement; and |
Ā | iv. |
For the avoidance of doubt, following delivery of a notice of termination pursuant to this SectionĀ 14(b) |
Ā
Ā | v. |
This Agreement may also be terminated, without the payment of any penalty, by the Adviser immediately at the |
Ā
Ā | vi. |
This Agreement may also terminate if mutually agreed upon by both the Adviser and the Sub-Adviser. |
Ā
Ā | vii. |
This Agreement may also be terminated, without the payment of any penalty, by the Sub-Adviser upon 5 daysĀ prior written notice upon any of the following: (i)Ā any change to the Procedures or any instruction from the Adviser, the Board, or any service provider to the Fund or the Trust, |
Ā
Ā | viii. |
It is understood that from time to time the Allocated Portion may be zero. This Agreement does not terminate |
Ā
Ā | ix. |
If the Adviser terminates this agreement or otherwise assumes direct responsibility for any function delegated |
Ā
Ā | c. |
Consequences of Termination. In the event of termination of this Agreement, Sections 4, 8, 9, 10, 16, |
Ā
Ā | d. |
Amendment. This Agreement may be amended at any time by the |
Ā | with any exemptive order issued to the Adviser, the Trust or its affiliates but only where such exemptive order requires such amendment or termination. |
Ā
Ā | e. |
Assignment. This Agreement shall terminate automatically and immediately in the event of its assignment. |
Ā
Ā
Ā | a. |
Except as expressly authorized in this Agreement or as required by applicable law, regulation or court order, |
Ā
Ā | b. |
Notwithstanding anything to the contrary herein, the Recipient Party and its Representatives may disclose |
Ā
Ā | c. |
Portfolio Information. As used herein ĀPortfolio InformationĀ means confidential and |
Ā | connection with this Agreement, and information with regard to the portfolio holdings, investment activity and characteristics of the Fund. |
Ā
Ā | d. |
The Adviser will not permit any Representative or affiliate of the Adviser to use Portfolio Information with |
Ā
Ā | e. |
Each of the Adviser and the Sub-Adviser agrees that it shall exercise |
Ā
Ā | f. |
Each Recipient Party acknowledges the global nature of each Disclosing PartyĀs businesses and the efforts |
Ā
Except as otherwise specifically provided herein, all communications under this Agreement must be in writing and will be deemed duly given and
received when delivered personally, when sent by e-mail transmission or three days after being deposited for next-day delivery with an internationally recognized
overnight international delivery service, properly addressed to the party to receive such notice at the partyĀs address specified herein, or at any other address that any party may designate by notice to the others.
Sub-Adviser:
Melqart Asset Management (UK) Limited
5 St. JamesĀs Square
London SW1Y 4JU
E-Mail: [emailĀ protected]
Attn: Compliance Officer
Adviser:
Peter Koffler
Blackstone Inc.
Blackstone Alternative Investment Advisors LLC
345 Park Avenue, 28th Floor
New York, New York 10154
with a copy (which does not constitute notice) to:
James E. Thomas
RopesĀ & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
By Email:
Ā
If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall
remain unaffected and shall continue in full force and effect, provided that the Agreement, as so modified, continues to express, without material change, the original intent of the parties and deletion of such provision will not substantially
impair the respective rights and obligations of the parties, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Ā
The Sub-Adviser has policies reasonably designed to maintain business continuity, disaster recovery,
and backup capabilities and facilities, through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delays. Upon request, the
Sub-Adviser shall provide to the Adviser copies of its written business continuity, disaster recovery and backup plan(s) to satisfy the Adviser and FundĀs reasonable inquiries and to assist the Fund and
the Chief Compliance Officer of the Fund in complying with Rule 38a-1 under the 1940 Act.
Ā
The Sub-Adviser represents that it is its policy to perform background screening (including review of
records as to violent or criminal conduct) of the Key Person and each partner or member of the Sub-Adviser who is actively involved in the portfolio management of the Allocated Portion.
Ā
20. |
Limitation on Consultation. |
In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940
Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other sub-adviser to the Fund or any
sub-adviser to any other portion of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in
securities or other assets.
Ā
21. |
Lists of Affiliated Persons. |
The Adviser shall provide the Sub-Adviser with a list of each entity that is both (i)Ā an
Āaffiliated person,Ā as such term is defined in the 1940 Act, of the Adviser and (ii)Ā a broker, dealer, or entity that is engaged in the business of underwriting, or a registered investment adviser. The
Sub-Adviser shall provide the Adviser with a list of each person who is an Āaffiliated personĀ, as such term is defined in the 1940 Act, of the
Sub-Adviser.Ā Each of the Adviser and the Sub-Adviser agrees promptly to update such list whenever the Adviser or the
Sub-Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
Ā
The Sub-Adviser and the Adviser shall cooperate reasonably with each other for purposes of filing any
required reports, and responding to regulatory requests, with the SEC or such other regulator having appropriate jurisdiction. The Sub-Adviser and the Adviser will work in good faith with each other and the
FundĀs service providers to ensure the orderly daily operation of the Fund (including, without limitation, assisting with preparation of regulatory filings and responding to regulatory requests, provided that assistance with respect to tax
filings shall be limited to the Sub-AdviserĀs knowledge regarding the investments in the Allocated Portion and shall not include advice about tax law).
Ā
Ā | a. |
Further Actions. Each party agrees to perform such further actions and execute such further documents as |
Ā
Ā | b. |
Governing Law. To the extent that state law is not preempted by the provisions of any law of the United |
Ā
Ā | c. |
Appendices Part of Agreement. For the avoidance of doubt, it is acknowledged and agreed that the |
Ā
Ā | d. |
Captions / Headings. The captions in this Agreement are included for convenience only and in no way |
Ā
Ā | e. |
Joint Negotiation. The parties have participated jointly in the negotiation and drafting of this |
Ā
Ā | f. |
Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, all of |
Ā
Ā | g. |
Miscellaneous. All words used herein shall be construed to be of such gender or number as the |
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates set forth below and
effective as of the day and year first above written.
BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
Ā
By: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Ā |
Date: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
Ā | Ā | Ā | Ā |
MELQART ASSET MANAGEMENT (UK) LIMITED
Ā
By: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Ā |
Date: |
Ā |
Ā |
Ā |
Ā Ā Ā Ā Ā Ā Ā Ā |
Name: |
Ā | Ā | Ā | Ā |
APPENDIX A
Sub-Advisory Fee