Overview of the Firm
The Adviser, directly or indirectly through its subsidiaries, provides investment advisory services to its Clients. The Adviser has since its formation in December 2012 managed the investments and the day-to-day business and affairs of BXMT, a publicly traded REIT, which is listed on the NYSE and trades under the ticker symbol “BXMT”, and its subsidiaries. BXMT is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe and Australia. As of the date hereof, BXMT is the only vehicle advised by the Adviser.

The ultimate parent of the Adviser is The Blackstone Group Inc., a publicly held corporation listed on the New York Stock Exchange that trades under the ticker symbol “BX”. Please see the structure chart below. Blackstone is a leading global alternative investment manager with Investment Vehicles focused on real estate, private equity, hedge fund solutions, credit, infrastructure, secondary funds of funds and multi-asset class strategies. Effective as of July 1, 2019, The Blackstone Group Inc. converted from a Delaware limited partnership named The Blackstone Group L.P. to a Delaware corporation. Please see Item 10: Other Financial Industry Activities and Affiliations for more information. Ultimate Parent Managing Member Managing Member As of December 31, 2018, the Adviser had regulatory assets under management of approximately $14.6 billion on a discretionary basis. Please note that this figure is an unaudited estimate.
Description of Advisory Services

The Adviser manages the investments and the day-to-day business and affairs of BXMT, subject at all times to the terms and conditions of the BXMT Management Agreement between the Adviser and BXMT and to the supervision of the BXMT Board of Directors. As external manager to BXMT, the Adviser, among other things:

1. Identifies and analyzes investment opportunities;

2. Participates in the monitoring and evaluation of investments; and

The Blackstone Group Inc. (NYSE: BX) Blackstone Holdings I L.P. Blackstone Real Estate Special Situations Advisors L.L.C. BXMT Advisors L.L.C. 3. Manages BXMT’s investment activities and other business affairs in conformity with investment guidelines approved by the BXMT Board of Directors and other policies that are approved and monitored by the BXMT Board of Directors. To the extent the Adviser were to serve as investment adviser to other Clients in addition to BXMT, it would do so pursuant to the terms and conditions of applicable Advisory Agreements. The Adviser tailors its advisory services to the particular needs of each Client. However, the specific needs of the individual Investors in a Client (e.g., holders of BXMT class A common stock and/or convertible notes) are not the basis for recommendations by the Adviser. Investment advice is provided directly to the Client, not individually to the respective Investors in the Client. Through a series of delegation agreements, the Adviser also may provide from time to time specific portfolio management services to certain Investment Vehicles managed by an affiliated alternative investment fund manager for the purposes of AIFMD. please register to get more info

Management Fees and Performance Fees
The Adviser charges BXMT a management fee quarterly that is payable pursuant to the terms of the BXMT Management Agreement, in an amount equal to the greater of (i) $250,000 per annum ($62,500 per quarter); and (ii) 1.50% per annum (0.375% per quarter) of BXMT’s Equity (as defined in the BXMT Management Agreement). The BXMT Management Agreement includes further details on fees, compensation and related matters, including performance-based compensation (see Item 6 below). The management fee and performance-based compensation are invoiced to BXMT at an appropriate time following the applicable quarter.
Other Fees Payable to the Adviser and its Affiliates

In addition, pursuant to the Advisory Agreements the Adviser may enter into with certain Clients, the Adviser may be expected to charge Investors a Servicing Fee, subject to the right of the applicable General Partner to reduce or waive such fee in its sole discretion. The Servicing Fee is generally equal to a percentage based on capital commitments (and, generally for closed-ended Clients, based on invested capital after the end of the investment period) and payable quarterly in arrears.

The Adviser and its Affiliates also will from time to time receive (i) fees from Portfolio Entities, borrowers or other third parties (x) as compensation for the arranging, underwriting, syndication or refinancing of an Investment, (y) as additional fees, including Acquisition Fees, special servicing and administrative fees, and (z) fees related to capital markets transactions and advice, investment banking, financial/advisory, healthcare consulting/brokerage, brokerage, capital market/credit origination, loan services, title and/or other types of insurance, consulting (including management consulting), group purchasing, asset/property management, due diligence and other services, (ii) fees from, or with respect to, the Clients’ Investments or Portfolio Entities and from unconsummated transactions, including net break-up and topping fees, net commitment fees, net transaction fees, net monitoring fees, assumption, restructuring, directors’ fees and net organization, financing, origination, divestment and similar fees, and (iii) fees associated with capital invested by co-investors relating to Investments in which the Clients participate or otherwise, in connection with a JV Arrangement in which the Clients participate or otherwise with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which the Adviser or its Affiliates performs services. Such fees will not result in an offset to the Management Fee, except as set forth in the Organizational Documents of the Client. In addition, Portfolio Entities and Blackstone-affiliated service providers will receive fees in respect of services provided to Clients, Other Blackstone Vehicles and Portfolio Entities of the foregoing. As a result, while Blackstone believes that any such Portfolio Entities or Blackstone- affiliated service providers, when engaged, provide (or Blackstone believes they will provide) services on a cost reimbursement basis at or below market rates or otherwise at rates that Blackstone believes are reasonable, there is an inherent conflict of interest that incentivize Blackstone to engage its Portfolio Entities and Blackstone-affiliated service providers over third parties. Please see Item 10: Other Financial Industry Activities and Affiliations below and, in particular, “—Portfolio Entity Service Providers and Vendors”, “—Third Party Service Providers, Vendors and Other Counterparties Generally” and “—Blackstone Affiliate Service Providers” therein respectively for further information about such Portfolio Entities and Blackstone-affiliated service providers.

The Management Fee paid to the Adviser, pursuant to the Organizational Documents of Clients, with respect to Investors in the Clients may be offset by some or all of such Investor’s share of the placement fees paid by an Investor and origination fees and any other fees (excluding any loan servicing fees, directors’ fees (such fees may include stock awards and/or other similar compensation) and other similar fees for services) paid to the Adviser and Affiliates in connection with the deployment of capital by the Clients (it being understood that Blackstone will receive additional fees with respect to the Clients’ activities as described herein that will generally not be required to be shared with the Clients or their Investors). Such fees will be allocated between the relevant Client and any other Investment Vehicles sponsored by the Adviser and its Affiliates having an interest in such fees on a pro rata basis.

The Adviser or its Affiliates, from time to time, may also receive topping, break-up or other similar fees in connection with any unconsummated or terminated transaction as noted above. In the event break-up or topping fees are paid to the Adviser and its Affiliates in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside the Clients will generally not be allocated any share of such break-up or topping fees; similarly, such co- investment vehicles generally do not bear their share of broken deal expenses for unconsummated transactions and such costs and expenses will generally be borne by the Clients. In the event break- up fees, topping fees, or similar expenses are payable by a co-investment vehicle, the Clients will, in certain circumstances, advance such fees and expenses on behalf of the co-investment vehicle without charging interest until paid by the co-investment vehicle and the General Partners may, in their discretion, request contribution from such co-investment vehicle in an amount equal to the advance. Such other fees may give rise to conflicts of interest in connection with a Client’s Investment activities. In addition, the Adviser and its Affiliates will, in certain circumstances, receive a fee from the Clients in respect of the provision of Administrative Services as well as the payment or reimbursement of any expenses, charges or related costs incurred by such Clients, the Adviser or its Affiliates in connection with such provision of Administrative Services to such Clients (or specifically allocated thereto); provided, however, that any such expenses, fees, charges or related costs in connection with such provision of Administrative Services will not be greater than what would be paid to an unaffiliated third party for substantially similar services. On the other hand, certain open-ended Clients may retain a third party administrator for which such Clients bear the cost. However, to the extent such Clients no longer retain a third party administrator or certain Administrative Services are outside the scope of services offered by such third party administrator and such Administrative Services are provided by the Adviser or its Affiliates, such Clients can be expected to bear the expenses, costs, charges and fees charged or specifically attributed or allocated by, or otherwise incurred by, the Adviser or its Affiliates to provide such Administrative Services to such Clients (including an allocation of personnel compensation otherwise payable by Blackstone); provided, however, that any such expenses, fees, charges or related costs will not be greater than what would be paid to an unaffiliated third party for substantially similar services. Such allocations require judgments as to methodology that Blackstone will make in good faith. Such methodologies can include (i) requiring personnel to periodically record or allocate their historical time spent with respect to the Clients or Blackstone approximating the proportion of certain personnel’s time spent with respect to the Clients, and in each case allocating their compensation and allocable overhead based on time spent, or charging their time spent at market rates, (ii) the assessment of an overall dollar amount (based on a fixed fee or percentage of assets under management) that Blackstone believes represents a fair recoupment of expenses and a market rate for such services or (iii) any other similar methodology determined by Blackstone to be appropriate under the circumstances. Any methodology (including the choice thereof) involves inherent conflicts and may result in incurrence of greater expenses by the Clients and their Portfolio Entities than would be the case if such services were provided by third parties. These expenses will be borne by the Clients and will not result in any offset to the Management Fee. The Adviser and its personnel and related parties will receive intangible and other benefits, discounts and perquisites arising or resulting from their activities on behalf of the Clients, which will not offset or reduce Management Fees or otherwise be shared with the Clients or their Investors or Portfolio Entities. For example, airline travel or hotel stays will result in “miles” or “points” or credit in loyalty or status programs, and such benefits will, whether or not de minimis or difficult to value, inure exclusively to the benefit of the Adviser, its Affiliates or their personnel or related parties receiving it, even though the cost of the underlying service is borne by the Client or by its Portfolio Entities. Similarly, the Adviser, its Affiliates and their personnel and related parties, and third parties designated by the foregoing, also receive discounts on products and services provided by Portfolio Entities or customers or suppliers of such Portfolio Entities. CoreTrust is an independent group purchasing organization used by large corporations and private equity firms to obtain volume discounts on products and services. In consideration of Blackstone’s work in facilitating Portfolio Entities’ participation in CoreTrust and in enhancing CoreTrust’s program, Blackstone receives a portion of the administrative fee CoreTrust collects from vendors as well as an annual consulting fee from CoreTrust. These fees do not offset Management Fees payable by investors. In addition, the Adviser engages and retains on behalf of the Clients or their Portfolio Entities, Consultants who will, from time to time, receive payments from, or performance-based compensation, retainers and expense reimbursements with respect to, Portfolio Entities (as well as from Blackstone or the Clients), and such amounts will not offset the Management Fees payable by the Investors. Such payments, performance-based compensation, retainers and expense reimbursements, as applicable, will be paid at rates determined by Blackstone, the Adviser or the General Partner, in its sole discretion. The Clients will generally bear the costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold or dispose of any Investment or otherwise facilitate such Clients’ Investment activities (including, without limitation, travel, accommodation and related expenses related to such entity, and the salary and benefits of any personnel (including of the Adviser or its Affiliates) reasonably necessary or advisable for the maintenance and operation of such entity), expenses of liquidating Clients, capital raising and Investor-related services and other similar costs and expenses of administering side letters entered into with Investors (including the process of distributing and implementing applicable elections pursuant to any “most-favored nation” clauses in side letters) and to the extent not reimbursed by a third-party, all third-party expenses incurred in connection with a proposed Investment that is not ultimately made or a proposed disposition that is not actually consummated (including legal, tax, accounting, travel and other expenses related to underwriting and pursuing an Investment, advisory and consulting fees and expenses, travel, accommodation and related expenses and printing expenses, and any liquidated damages, reverse termination fees or similar payments). In addition, Clients can be expected to bear the costs for in-house tax advice and/or services, such costs will not be greater than what would be paid to an unaffiliated third-party for substantially similar services, on matters related to potential or actual Investments or transactions of the Clients and their Portfolio Entities. Service providers (including Affiliates of the Adviser) will be retained for such purposes in accordance with the terms described in Item 10: “—Portfolio Entity Service Providers and Vendors” and “—Third Party Service Providers, Vendors and Other Counterparties Generally.” The Clients will, in certain circumstances, be required to make contingent funding commitments or guarantees to their Portfolio Entities or other vehicles or entities in or alongside which the Clients invest and to provide other credit support arrangements in connection therewith. Such credit support may take the form of a guarantee, a letter of credit or other forms of promise to provide funding. Such credit support will, in certain circumstances, result in fees, expenses and interest costs to the Clients, subject to certain limitations set forth in the organizational documents of the applicable Clients. The precise amount of, and the manner and calculation of, the fees and compensation described above, including the Management Fee and performance-based compensation, are established by the Adviser through negotiations with Investors in each Client, and the Offering Materials, the Organizational Documents and the Advisory Agreement of each Client include further details on such fees, compensation and related matters.
Expenses

BXMT, the only vehicle currently advised by the Adviser, is required to reimburse the Adviser or its Affiliates for documented costs and expenses incurred by it and its affiliates on BXMT’s behalf except those specifically required to be borne by the Adviser under the BXMT Management Agreement as described below. The Adviser is responsible for the expenses related to any and all personnel of the Advisers and its Affiliates who provide services to BXMT pursuant to the BXMT Management Agreement or otherwise (including, without limitation, each of BXMT’s officers and any of BXMT’s directors who are also directors, officers or employees of the Adviser or any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel.

The following is a list of expenses that are typically borne by BXMT (and indirectly by the investors in BXMT) and paid directly to third parties. This list is not intended to be exhaustive; prospective and existing investors in BXMT are advised to review the BXMT Management Agreement and BXMT’s SEC filings for a more extensive description of the expenses associated with an investment in BXMT. Please see Item 12: Brokerage Practices for a discussion of brokerage practices.

 Fees, costs and expenses in connection with the issuance and transaction costs incident to the acquisition, negotiation, structuring, trading, settling, disposition and financing of BXMT’s Investments and Investments of its subsidiaries (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits, other third-party professional fees and other Investment costs fees and expenses actually incurred in connection with the pursuit, making, holding, settling, monitoring or disposing of actual or potential Investments.  Fees, costs, and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, Investment banking, capital market and other similar services rendered to BXMT (including, where the context requires, through one or more third parties and/or affiliates of the Adviser) or, if provided by the Adviser’s personnel, in accordance with the terms and conditions of the BXMT Management Agreement.  The compensation and expenses of BXMT’s directors (excluding those directors who are officers of the Adviser) and the cost of liability insurance to indemnify BXMT’s directors and officers.

 Interest and fees and expenses arising out of borrowings made by BXMT, including, but not limited to, costs associated with the establishment and maintenance of any of BXMT’s credit facilities, other financing arrangements, or other indebtedness of BXMT’s (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of BXMT’s securities offerings.

 Expenses connected with communications to holders of BXMT’s securities or securities of BXMT’s subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by BXMT to any transfer agent and registrar in connection with the listing and/or trading of BXMT’s securities on any exchange, the fees payable by BXMT to any such exchange in connection with its listing, costs of preparing, printing and mailing BXMT’s annual report to its stockholders and proxy materials with respect to any meeting of BXMT’s stockholders and any other reports or related statements.  BXMT’s allocable share of costs associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third party vendors or affiliates of the Adviser, technology service providers and related software/hardware utilized in connection with BXMT’s Investment and operational activities.

 BXMT’s allocable share of expenses incurred by managers, officers, personnel and agents of the Adviser for travel on BXMT’s behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or the establishment and maintenance of any of BXMT’s securitizations or any of its securities offerings.  BXMT’s allocable share of costs and expenses incurred with respect to market information systems and publications, research publications and materials, including, without limitation, news research and quotation equipment and services.  The costs and expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations relating to BXMT’s activities.  The costs of any litigation involving BXMT or its assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to BXMT’s affairs.

 All taxes, license fees and fees or governmental charges imposed on the Investment Vehicles.

 All insurance costs incurred in connection with the operation of BXMT’s business except for the costs attributable to the insurance that the Adviser elects to carry for itself and its personnel.

 BXMT’s allocable share of costs and expenses incurred in contracting with third parties, in whole or in part, on BXMT’s behalf.

 All other costs and expenses relating to BXMT’s business and Investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees.

 Expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for BXMT or its Investments separate from the office or offices of the Adviser.

 Expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the BXMT Board of Directors to or on account of holders of BXMT’s securities or of its subsidiaries, including, without limitation, in connection with any dividend reinvestment plan.  Any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against BXMT or any of its subsidiaries, or against any trustee, director, partner, member or officer of BXMT or of any subsidiary in his or her capacity as such for which BXMT or any of its subsidiaries is required to indemnify such trustee, director, partner, member or officer by any court or governmental agency.  All other expenses actually incurred by the Adviser (except as otherwise described above) which are reasonably necessary for the performance by the Adviser of its duties and functions under the BXMT Management Agreement. BXMT is also required to reimburse the Adviser or its affiliates for the documented costs and expenses incurred by the Adviser and its affiliates except those specifically required to be borne by the Adviser under the BXMT Management Agreement. The Adviser is therefore required from time to time to determine whether certain costs and expenses are to be borne by BXMT, on the one hand, or the Adviser on the other hand, and, in the case of costs and expenses to be borne by BXMT which may also relate to Other Blackstone Vehicles (as defined in Item 10), the allocation of such costs and expenses among BXMT and such Other Blackstone Vehicles. Certain expenses may be suitable for only BXMT or participating Other Blackstone Vehicles and borne only by such Other Blackstone Vehicle, or, as is more often the case, expenses may be allocated pro rata among BXMT and participating Other Blackstone Vehicles even if the expenses relate only to particular vehicle(s) and/or investor(s) therein, such allocation may be calculated based on capital commitments, invested capital, available capital, or other metrics as determined by the Adviser in its sole discretion. The Adviser will make such judgments in its fair and reasonable discretion, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. The Audit Committee of the BXMT Board of Directors assists in the oversight and reviews on a periodic basis the costs and expenses for which the Adviser seeks reimbursement. please register to get more info

Per the BXMT Management Agreement, the Adviser has the ability to earn quarterly performance- based compensation of up to 20% of Core Earnings (as defined in the BXMT Management Agreement) after a 7% annual hurdle rate is exceeded for the previous four quarters and Core Earnings for the 12 prior quarters is greater than zero. Performance-based compensation and fees are only made when specific conditions are met. The fact that the Adviser is in part compensated based on the performance of BXMT creates a greater incentive for the Adviser to make more speculative Investments on behalf of BXMT or time the purchase or sale of Investments in a manner motivated by the personal interest of Blackstone personnel than if such performance-based compensation did not exist. However, investments by Blackstone in BXMT should reduce the incentives to make more speculative Investments or otherwise time the sale of Investments based on considerations related to performance-based compensation. please register to get more info

The Adviser currently serves as external manager for BXMT pursuant to the BXMT Management Agreement. BXMT’s Class A Common Stock is listed on NYSE and investors in BXMT are not required to meet any suitability requirements. In the future, the Adviser may provide investment advice to other Clients. Such other Clients’ Investor can be expected to consist of some or all of the following:

 Sovereign wealth funds;  Public and private retirement and pension plans;  State and municipal government agencies;  Insurance companies;  Public and private profit sharing plans;  Charitable organizations and foundations, including endowment funds thereof;  Banks and other financial institutions;  Private investment funds;  Investment companies;  Trusts and estates;  Corporations;  Family Offices;  Certain high net worth individuals; and  Business entities other than those listed above. All Investors in such Clients would be subject to applicable suitability requirements. The Adviser and the General Partner of each Client would require that each Investor in the Clients be an “accredited investor” as defined in Regulation D under the Securities Act, and a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended, and meet other suitability requirements (including, in some circumstances, a person that is not a U.S. Person as defined in Regulation S under the Securities Act). Generally, Investors must invest a minimum dollar amount as determined in the applicable General Partner’s sole discretion. The General Partner may reserve the right, in its sole discretion, to waive the minimum dollar amount.
Analysis please register to get more info

Loss

The Adviser identifies and evaluates the Investments in which BXMT invests. The Adviser’s analysis is based on certain criteria, which include, but are not limited to risk/return profile, capital structure, liquidity and investment performance. See Item 10: “—Advisors, Consultants and Partners” for additional information on sourcing Investments.
Investment Strategy

BXMT’s Investment strategy is to originate loans and invest in debt and related instruments supported by institutional quality commercial real estate in attractive locations. BXMT directly originates, co-originates, and acquires debt instruments in conjunction with acquisitions, refinancings, and recapitalizations of commercial real estate in North America, Europe and Australia. In the case of loans BXMT acquires, BXMT focuses on performing loans that are supported by well-capitalized properties and portfolios. As market conditions evolve over time, BXMT expects to adapt as appropriate, and may expand or change, its investment strategy by targeting assets such as subordinate mortgage loans, mezzanine loans, preferred equity, real estate securities and note financings.

The Adviser’s investment analysis methods include fundamental, technical and cyclical research. The Adviser’s investment team is generally responsible for evaluating securities, private loans and other products for investment, making investment allocation and investment selection for BXMT. the Adviser’s investment professionals, with the advice and assistance of legal counsel when deemed appropriate, also review portfolios for adherence to the applicable investment guidelines of BXMT.

The Adviser pursues a disciplined investment strategy on behalf of BXMT, with a focus on fundamental research and bottoms-up valuation. In addition, the Adviser leverages the existing expertise of the Blackstone Real Estate Group to help it focus on similar types of assets that Blackstone’s other real estate funds or vehicles would pursue, but do not do so because those opportunities fall outside the core investment strategy of those funds or vehicles. The Adviser generally will evaluate investment decisions without regard to event driven circumstances and will pay special attention to underlying asset-by-asset valuation, downside protection, long-term supply-demand fundamentals and financial sponsorship. For a more detailed summary of certain key aspects of the investment strategy the Adviser will utilize on behalf of BXMT, a description of the types of investments in which BXMT is expected to invest, and a discussion of risk management procedures, please refer to the BXMT Management Agreement and BXMT’s SEC filings. While the majority of BXMT’s capital will likely continue to be invested in North America, Europe and Australia, BXMT benefits from Blackstone’s global real estate debt platform. To capitalize on the investment opportunities that may be present at various other points of an economic cycle, BXMT may expand or change its investment strategy by targeting assets such as subordinate mortgage loans, mezzanine loans, preferred equity, real estate securities and note financings.

The investment committee of BRESSA and the Adviser meets regularly to discuss certain significant potential and pending transactions for BXMT and other vehicles managed by BRESSA or its subsidiaries. The investment committee of BRESSA and the Adviser discusses the transaction in depth with the transaction team and decides whether to pursue the transaction and on which terms. In addition to an in-depth discussion of the subject investment, the investment thesis and investment allocation, deal tactics and syndication strategies, if applicable, will usually be discussed by the investment committee of BRESSA and the Adviser and the transaction team. Smaller transactions are reviewed by a prescribed subset of the investment committee of BRESSA and the Adviser. The investment committee of BRESSA and the Adviser utilizes a consensus- based approach to decision-making among its members.

BXMT also has an Investment Risk Management Committee, composed of three independent members of the BXMT Board of Directors, that is generally responsible for the supervision of the Adviser’s compliance with BXMT’s investment guidelines, and must approve any proposed investment (i) of more than 25% of BXMT’s Equity (as defined in the BXMT Management Agreement) in any individual investment or (ii) in excess of $300 million.

The above is only a summary of the principal investment strategy employed by BXMT. The material risks associated with this strategy is set forth below. Please see the SEC filings of BXMT for a more complete description.
Risk of Loss

An investment in the Clients entails a significant degree of risk and therefore should be undertaken only by investors capable of evaluating the risks of an investment therein and bearing the risks such investments represent. Set forth below is a non-exhaustive list of such risks (some of which may not apply to a particular Client). The Adviser’s only client is currently BXMT. A description of risks specific to BXMT may be found in BXMT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which has been filed with the SEC and may be updated by subsequent SEC filings made by BXMT. The registration applies to future additional clients of the Adviser. 1. No established market for potential Investments may exist 2. Illiquidity of Investments by the Clients 3. Restrictions on transfers of investor interests under the Organizational Documents or the Securities Act and lack of a public market 4. Financial market fluctuations and the availability of financing 5. Economic, political and social uncertainty in the markets where Clients invest and globally 6. Regional risk; interdependence of markets 7. Changes in legal, fiscal and regulatory regimes 8. Nature of equity or equity-related Investments 9. For non-U.S. Investments, currency fluctuation, exchange controls and political factors 10. Portfolio concentration 11. Investment environment and market risk 12. Market volatility risks, including interest rate fluctuations and inflation 13. Environmental risks and potential liabilities 14. Risk of loss of entire Investment 15. Deterioration of property values 16. Policy risks in emerging markets 17. Highly competitive nature of real estate investment business 18. Inability to deploy capital in conjunction with finding suitable Investments 19. Lender liability risks, including equitable subordination 20. Hedging risk 21. Inability to implement a Client’s investment strategy 22. Service provider process / control 23. Increase in supply / decrease in demand 24. Dependence on the Adviser, the Adviser’s key personnel, and Portfolio Entity management 25. Real estate’s susceptibility to adverse changes in economic and employment conditions 26. Valuation matters, including deficiencies in appraisal quality in the investment process (see Item 10: “—Valuation Matters” for more information) 27. Accounting, disclosure and regulatory standards 28. Contingent liabilities incurred on dispositions or financings of Investments 29. Limited ability to protect the Client’s interest when making non-controlling Investments or Investments with third parties (including joint ventures) 30. Lack of diversification in Investments 31. Limited availability of investment opportunities 32. Operating and financial risks of Portfolio Entities 33. Reliance on Portfolio Entity management and third parties 34. Cyber security breaches and identity theft 35. Risks arising from ERISA including potential control group liability 36. Litigation risk (including at the property level) 37. Cross incurrence of indebtedness or guarantees on a several, joint and several or cross- collateralized basis among the Clients and with Other Blackstone Vehicles (please see Item 10: “—Cross-Guarantees and Cross-Collateralization” for more information) 38. CFTC registration requirements or maintenance of exemptions therefrom 39. Enhanced scrutiny and potential regulation of the private investment fund industry and the financial services industry (including Dodd-Frank) 40. Compliance with pay-to-play laws, regulations and policies 41. Compliance with U.S. economic and trade sanctions 42. Compliance with anti-corruption laws and regulations 43. Compliance with AIFMD and other international law 44. Compliance with tax law (including FATCA and partnership audit rules) 45. Counterparty risks due to derivative contracts 46. Risks of fraud 47. Delayed construction arising in Investments in new development 48. Acquisition of sub-performing real estate loans and participations 49. Risks of distressed securities being subject to workouts, restructurings or bankruptcy 50. Risks of investing in publicly-traded securities 51. Risks associated with subordinated debt and real estate investment activities generally 52. Deficiencies in appraisal quality or third party valuation agent’s review in loan origination or the investment process 53. Interest rate, credit, reinvestment and general market risks related to Investments in securities 54. Risks associated with Investments held in REITs 55. Risks related to structured products, including CMBS 56. Risks associated with distributions in-kind 57. Due diligence may not reveal all factors affecting an Investment and may not reveal weaknesses in underlying loans securing such Investments in all circumstances 58. Nature of mezzanine and other real-estate related debt Investments 59. Risks specific to construction lending activities 60. Risks arising from syndicating real estate debt 61. Investments in commercial mortgage and mezzanine loans that are non-recourse in nature 62. Investments in collateralized loan obligations with limited recourse liability 63. Risks arising from mortgage-backed securities 64. Failure of servicers to effectively service loans 65. Risks related to rating agencies 66. Risks related to bridge financings 67. Sharing and use of “big data” and other information 68. Future investment techniques and instruments 69. Terrorist activities 70. Natural disasters 71. Availability of insurance against certain catastrophic losses 72. Risks relating to due diligence of Investments
Prospective Investors are advised to review the applicable Client’s Offering Materials for a
more extensive description of the applicable investment strategies and the risks of its
investment program.
Stock markets, bond markets and real estate markets fluctuate substantially over time. Performance of any Investment is not guaranteed. As a result, there is a risk of loss of the Investments managed by the Adviser that are out of its control. The Adviser cannot guarantee any level of performance or that the Clients will not experience a substantial or complete loss of their Investment. There is no assurance that the Clients will be able to generate returns or that the returns will be commensurate with the risks inherent in their investment strategy. The marketability and value of any Investment will depend upon many factors beyond the control of the Adviser. The expenses of the Clients may exceed their income, and an Investor in a Client could lose the entire amount of its contributed capital or investment, as applicable. Therefore, an investor should only invest in a Client if the investor can withstand a total loss of its investment. The past investment performance of the Clients cannot be taken to guarantee future results of the Clients or any of their Investments. please register to get more info

The Adviser does not have any legal, financial or other “disciplinary” events to report. As a registered investment adviser, the Adviser is obligated to disclose any legal disciplinary event that would be material to a Client when evaluating the Adviser’s advisory business or integrity of its management. On occasion, in the ordinary course of its business, Blackstone is named as a defendant in a legal action. Although there can be no assurance of the outcome of such legal actions, the Adviser does not believe that any current legal proceeding or claim to which Blackstone is a party would individually or in the aggregate materially affect the Adviser or the Clients’ results of operations, financial position or cash flows.

Certain regulatory, litigation and other similar matters are from time to time disclosed in (i) Blackstone’s public filings (including, without limitation, its current, periodic and annual reports on Forms 8-K, 10-Q and 10-K), which may be accessed through the website of the SEC (www.sec.gov) or Blackstone (http://ir.blackstone.com/investors/annual-reports-and-sec- filings/default.aspx), (ii) materials made available through Blackstone’s online portal related to BXMT and (iii) BXMT’s public filings (including, without limitation, its current, periodic and annual reports on Forms 8-K, 10-Q and 10-K), which may be accessed through the website of the SEC (www.sec.gov) or BXMT (http://ir.blackstonemortgagetrust.com/shareholders/default.aspx). please register to get more info

Blackstone has conflicts of interest, or conflicting loyalties, as a result of the numerous activities and relationships of Blackstone, the Adviser, its Clients, the Other Blackstone Vehicles, the Portfolio Entities of Clients and Other Blackstone Vehicles and Affiliates, partners, members, shareholders, officers, directors and employees of the foregoing, some of which are described herein. Not all potential, apparent and actual conflicts of interest are included herein and additional conflicts of interest could arise as a result of new activities, transactions or relationships commenced in the future.

The Adviser will take such actions as may be required by the Organizational Documents of the applicable Clients to handle conflicts.
Investors in BXMT should consult BXMT’s SEC filings for details on certain potential
conflicts and other matters specific to an investment in BXMT.
Performance-Based Compensation. The Adviser’s performance-based compensation creates a greater incentive for the Adviser to make more speculative Investments on behalf of a Client or time the purchase or sale of Investments in a manner motivated by the personal interest of Blackstone personnel than if such performance-based compensation did not exist, as the Adviser receives a disproportionate share of profits above the preferred return hurdle. In addition, recently enacted tax reform legislation provides for a lower capital gains tax rate on performance-based compensation from Investments held for at least three years, which can be expected to incentivize the Adviser to hold Investments longer to ensure long-term capital gains treatment or dispose of Investments prior to any change in law that would result in a higher effective income tax rate on performance-based compensation. The amount of the performance-based compensation will be dependent on valuations conducted by the Adviser in the case of certain Clients, which could incentivize the Adviser to value the securities higher than if there were no performance-based compensation. The Adviser can engage third parties to determine the value of securities distributed in-kind or non-marketable securities and rely upon the third-party opinion of value, but there can be no assurance such an opinion will reflect value accurately. Allocation of Personnel. The Adviser will devote such time to a Client as it determines to be necessary to conduct its business affairs in an appropriate manner. However, Blackstone personnel, including members of the Blackstone Real Estate Group will work on other projects, serve on other committees and source potential Investments for and otherwise assist the investment programs of Other Blackstone Vehicles and their Portfolio Entities, including other investment programs to be developed in the future. Time spent on these other initiatives diverts attention from the activities of Clients, which could negatively impact the Clients and their Investors. Furthermore, Blackstone and Blackstone personnel derive financial benefit from these other activities, including fees and performance-based compensation. Blackstone personnel outside the Blackstone Real Estate group share in the fees and performance-based compensation from Clients; similarly, the Blackstone Real Estate group personnel share in the fees and performance-based compensation generated by Other Blackstone Vehicles. These and other factors create conflicts of interest in the allocation of time by Blackstone personnel. The Adviser’s determination of the amount of time necessary to conduct a Client’s activities will be conclusive, and Investors rely on the Adviser’s judgment in this regard.

Outside Activities of Principals and Other Personnel and their Related Parties. Certain personnel of Blackstone will, in certain circumstances, be subject to a variety of conflicts of interest relating to their responsibilities to Clients, Other Blackstone Vehicles and their respective Portfolio Entities, and their outside business activities as members of investment or advisory committees or boards of directors of or advisors to investment funds, corporations, foundations or other organizations. Such positions create a conflict if such other entities have interests that are adverse to those of Clients, including if such other entities compete with Clients for investment opportunities or other resources. The Blackstone personnel in question may have a greater financial interest in the performance of the other entities than the performance of a Client. This involvement may create conflicts of interest in making Investments on behalf of a Client and such other funds, accounts and other entities. Although the Adviser will generally seek to minimize the impact of any such conflicts, there can be no assurance they will be resolved favorably for a Client. Also, Blackstone personnel are generally permitted to invest in alternative investment funds, real estate funds, hedge funds and other Clients, as well as securities of other companies, some of which will be competitors of Clients. Investors will not receive any benefit from any such Investments, and the financial incentives of Blackstone personnel in such other Investments could be greater than their financial incentives in relation to a Client. Additionally, certain personnel and other professionals of Blackstone have family members or relatives that are actively involved in industries and sectors in which Clients invest or have business, personal, financial or other relationships with companies in such industries and sectors (including the advisors and service providers described above) or other industries, which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be officers, directors, personnel or owners of issuers or assets which are actual or potential Investments of Clients or other counterparties of Clients and their Portfolio Entities or assets. Moreover, in certain instances, a Client or their Portfolio Entities can be expected to purchase or sell assets from or to, or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. In most such circumstances, the Organizational Documents will not preclude a Client from undertaking any of these investment activities or transactions. To the extent Blackstone determines appropriate, conflict mitigation strategies can be expected to be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the Adviser. Secondments and Internships. Certain personnel of Blackstone, including Consultants, will, in certain circumstances, be seconded to one or more Portfolio Entities, vendors, service providers and vendors or Investors of Clients and Other Blackstone Vehicles to provide services, including the sourcing of Investments for Clients or other parties. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment could be borne by Blackstone or the organization for which the personnel are working or both. In addition, personnel of Portfolio Entities, vendors, service providers (including law firms and accounting firms) and Investors of Clients and Other Blackstone Vehicles will, in certain circumstances, be seconded, or serve internships at, Blackstone and Portfolio Entities of Clients.

Other Benefits. The Adviser, its Affiliates and their personnel and related parties will receive intangible and other benefits, discounts and perquisites arising or resulting from their activities on behalf of a Client, which will not offset or reduce Management Fees or otherwise be shared with a Client, its Portfolio Entities or the Investors. For example, airline travel or hotel stays will result in “miles” or “points” or credit in loyalty or status programs, and such benefits will, whether or not de minimis or difficult to value, inure exclusively to the benefit of the Adviser, its Affiliates or their personnel or related parties receiving it, even though the cost of the underlying service is borne by a Client as partnership expenses or by its Portfolio Entities. (See also “—Third Party Service Providers, Vendors and Other Counterparties Generally” herein.) Similarly, the Adviser, its Affiliates and their personnel and related parties, and third parties designated by the foregoing, also receive discounts on products and services provided by Portfolio Entities and customers or suppliers of such Portfolio Entities.

Advisors, Consultants and Partners. The Adviser, its Affiliates and their personnel and related parties engage and retain Consultants to provide a variety of services. Similarly, Clients, Other Blackstone Vehicles and their Portfolio Entities retain and pay compensation to Consultants to provide services, or to undertake a build-up strategy in a particular sector or involving a particular strategy. Any amounts paid by a Client or a Portfolio Entity to Consultants in connection with the above, including performance-based compensation (e.g., promote), retainers and expense reimbursements, will be treated as partnership expenses or expenses of the Portfolio Entity, as the case may be, and will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by the Adviser, be chargeable to the Adviser or deemed paid to or received by the Adviser, or offset or reduce any Management Fees to the Adviser or be subordinated to return of capital. Amounts charged by Consultants will not necessarily be confirmed as being comparable to market rates for such services. Also, Consultants often co-invest alongside a Client in Portfolio Entities and Investments, participate in long-term incentive plans of a Portfolio Entity, and invest directly in a Client or in vehicles controlled by a Client, with reduced or waived Management Fees and performance-based compensation and such co- investment or participation (which generally will result in the Client being allocated a smaller share of an Investment and less co-investment being available to Investors) may or may not be considered part of Blackstone’s side-by-side co-investment rights, as determined by the Adviser in its sole discretion. Consultants’ benefits described in this paragraph will, in certain circumstances, continue after termination of status as a Consultant.

The time dedication and scope of work of a Consultant varies considerably. In some cases, a Consultant provides the Adviser with industry-specific insights and feedback on investment themes, assists in transaction due diligence, and makes introductions to, and provides reference checks on, management teams. In other cases, Consultants take on more extensive roles, including serving as executives or directors on the boards of Portfolio Entities and contributing to the identification and origination of new investment opportunities. A Client may rely on these Consultants to recommend the Adviser and Client as a preferred investment partner and carry out its investment program, but there is no assurance that any Consultant will continue to be involved with a Client for any length of time. The Adviser and Client can be expected to have formal or informal arrangements with Consultants that may or may not have termination options and may include compensation, no compensation, or deferred compensation until occurrence of a future event, such as commencement of a formal engagement. In certain cases, Consultants have attributes of Blackstone “employees” (e.g., they can be expected to have dedicated offices at Blackstone, receive administrative support from Blackstone personnel, participate in general meetings and events for Blackstone personnel or on Blackstone matters as their primary or sole business activity, have Blackstone-related e-mail addresses or business cards and participate in certain benefit arrangements typically reserved for Blackstone employees), even though they are not Blackstone employees, Affiliates or personnel for purposes of the Organizational Documents and the Advisory Agreement, and their salary and related expenses are paid by a Client as partnership expenses or by Portfolio Entities without any reduction or offset to Management Fees. Some Consultants work only for a Client and its Portfolio Entities, while other Consultants may have other clients. Consultants could have conflicts of interest between their work for a Client and its Portfolio Entities, on the one hand, and themselves or other clients, on the other hand, and the Adviser is limited in its ability to monitor and mitigate these conflicts. In addition, a Client will, in certain circumstances, enter into an arrangement from time to time with one or more individuals to undertake a build-up strategy to acquire and develop assets and businesses in a particular sector or involving a particular strategy. The services provided by such individuals or relevant Portfolio Entity, as the case may be, could include origination or sourcing, due diligence, evaluation, negotiation, servicing, development, management and disposition. The individuals or relevant Portfolio Entity could be compensated with a salary and equity incentive plan, including a portion of profits derived from the Client or a Portfolio Entity or asset of the Client, or other long term incentive plans. Compensation could also be based on assets under management or other similar metric. The Client could initially bear the cost of overhead (including rent, utilities, benefits, salary or retainers for the individuals or their affiliated entities) and the sourcing, diligence and analysis of Investments, as well as the compensation for the individuals and entity undertaking the build-up strategy. Such expenses could be borne directly by a Client as partnership expenses (or broken deal expenses, if applicable) or indirectly through expenditures by a Portfolio Entity. None of such Portfolio Entities or Consultants will be treated as Affiliates of the Adviser for purposes of the Organizational Documents and none of the fees, costs or expenses described above will reduce or offset the Management Fee. Multiple Blackstone Business Lines. Blackstone has multiple business lines, including the Blackstone Capital Markets Group, which Blackstone, Clients, Other Blackstone Vehicles, Portfolio Entities of Clients and Other Blackstone Vehicles and third parties will, in certain circumstances, engage for debt and equity financings and to provide other investment banking, brokerage, investment advisory or other services. As a result of these activities, Blackstone is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than if it had one line of business. Additionally, Blackstone or Other Blackstone Clients can be expected to enter into covenants that restrict or otherwise limit the ability of the Clients or its Portfolio Entities and their affiliates to make investments in, or otherwise engage in, certain businesses or activities. Blackstone personnel who are members of the investment team or investment committee will, in certain circumstances, be excluded from participating in certain investment decisions due to conflicts involving other Blackstone businesses or for other reasons, in which case the Clients will not benefit from their experience. The Investors will not receive a benefit from any fees earned by Blackstone or its personnel from these other businesses.

Blackstone is under no obligation to decline any engagements or Investments in order to make an investment opportunity available to a Client. Blackstone has long-term relationships with a significant number of corporations and their senior management. The Adviser will consider those relationships when evaluating an investment opportunity, which may result in the Adviser choosing not to make such an Investment due to such relationships (e.g., Investments in a competitor of a client or other person with whom Blackstone has a relationship). A Client will, in certain circumstances, be forced to sell or hold existing Investments as a result of investment banking relationships or other relationships that Blackstone may have or transactions or Investments Blackstone and its Affiliates may make or have made. Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Blackstone will be made available to a Client. (See “—Other Blackstone Vehicles; Allocation of Investment Opportunities” and “—Portfolio Entity Relationships Generally” herein.) Also, Blackstone will represent creditors or debtors in proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings and will serve as advisor to creditor and equity committees. This involvement, for which Blackstone will from time to time be compensated, could limit or preclude the flexibility that a Client would otherwise have to buy or sell certain real estate related assets, and will, in certain circumstances, require that a Client dispose of an Investment at an inopportune time.

Finally, Blackstone and Other Blackstone Vehicles could acquire investor interests in a Client in the secondary market. Blackstone and Other Blackstone Vehicles would generally have greater information than counterparties in such transactions, and the existence of such business could produce conflicts, including in the valuation of a Client’s Investments.

Minority Investments in Asset Management Firms. Blackstone and Other Blackstone Vehicles, including Blackstone Strategic Capital Holdings and its related parties, make minority Investments in alternative asset management firms. A Client and its Portfolio Entities may from time to time engage in transactions, including with respect to purchase and sale of Investments, with these asset management firms and their sponsored funds and Portfolio Entities. There can be no assurance that the terms of these transactions between parties related to Blackstone, on the one hand, and a Client and its Portfolio Entities, on the other hand, will be at arm’s length or that Blackstone will not receive a benefit from such transactions, which can be expected to incentivize Blackstone to cause these transactions to occur.

Blackstone Policies and Procedures; Information Walls. Blackstone has implemented policies and procedures to address conflicts that arise as a result of its various activities, as well as regulatory and other legal considerations. Some of these policies and procedures, such as Blackstone’s information wall policy, also have the effect of reducing firm-wide synergies and collaboration that a Client could otherwise expect to utilize for purposes of identifying and managing attractive Investments. Personnel of Blackstone may be unable, for example, to assist with the activities of a Client as a result of these walls. There can be no assurance that additional restrictions won’t be imposed that would further limit the ability of Blackstone to share information internally. Data. Blackstone receives or obtains various kinds of data and information from Clients, Other Blackstone Vehicles and their Portfolio Entities, including data and information relating to business operations, trends, budgets, customers and other metrics, some of which is sometimes referred to as “big data”. Blackstone can be expected to be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes, as a result of its access to this data and information from Clients, Other Blackstone Vehicles and their Portfolio Entities. In furtherance of the foregoing, Blackstone has entered and will continue to enter into information sharing and use arrangements, or otherwise engage in information sharing, with Clients and Other Blackstone Vehicles and their Portfolio Entities and related parties, such as service providers. Although Blackstone believes that these activities improve Blackstone’s investment management activities on behalf of Clients and Other Blackstone Vehicles, information obtained from a Client and its Portfolio Entities also provides material benefits to Blackstone, other Clients and Other Blackstone Vehicles without compensation or other benefit accruing to the Client or its Investors. For example, information from a Portfolio Entity owned by a Client can be expected to enable Blackstone to better understand a particular industry and execute trading and investment strategies in reliance on that understanding for Blackstone and Other Blackstone Vehicles that do not own an interest in the Portfolio Entity, without compensation or benefit to the Client or its Portfolio Entities. Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information, and regulatory limitations on the use of material nonpublic information, Blackstone is generally free to use data and information from a Client’s activities to assist in the pursuit of Blackstone’s various other activities, including to trade for the benefit of Blackstone or another Client or Other Blackstone Vehicle. Any confidentiality obligations in the Organizational Documents of a Client do not limit Blackstone’s ability to do so. For example, Blackstone’s ability to trade in securities of an issuer relating to a specific industry may, subject to applicable law, be enhanced by information of a Portfolio Entity in the same or related industry. Such trading can be expected to provide a material benefit to Blackstone without compensation or other benefit to the Client or its Investors.

The sharing and use of “big data” and other information presents potential conflicts of interest and the Investors acknowledge and agree that any benefits received by Blackstone will not be subject to the Management Fee offset provisions or otherwise shared with a Client or Investors. As a result, the Adviser has an incentive to pursue Investments that have data and information that can be utilized in a manner that benefits Blackstone or Other Blackstone Vehicles.

Blackstone Strategic Relationships. Blackstone has entered, and it can be expected that Blackstone in the future will enter, into strategic relationships with Investors (and/or one or more of their Affiliates) that involve an overall relationship with Blackstone that could incorporate one or more strategies in addition to a Client’s strategy (“Strategic Relationships”). A Strategic Relationship often involves an investor agreeing to make a capital commitment to multiple Blackstone funds, one of which may be a Client. Investors will not receive a copy of any agreement memorializing a Strategic Relationship program (even if in the form of a side letter) and will be unable to elect in the “most-favored nations” election process any such rights or benefits afforded through a Strategic Relationship. Strategic Relationships will, in certain circumstances, result in fewer co-investment opportunities (or reduced allocations) being made available to Investors. (See also “—Additional Potential Conflicts of Interest with respect to Co-Investment; Strategic Relationships Involving Co-Investment”). Buying and Selling Assets from Certain Related Parties. A Client and its Portfolio Entities will, in certain circumstances, purchase assets from or sell assets to Investors, Portfolio Entities of Other Blackstone Vehicles or their respective related parties. These transactions involve conflicts of interest, as Blackstone can be expected to receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to the transaction.

Selling Assets to Other Blackstone Vehicles. Blackstone will have conflicting duties to a Client and Other Blackstone Vehicles when a Client sells assets to Other Blackstone Vehicles, including as a result of different financial incentives Blackstone may have with respect to a Client and such Other Blackstone Vehicles. There can be no assurance that any assets sold by a Client to an Other Blackstone Vehicle will not be valued or allocated a sale price that is lower than might otherwise have been the case if such asset were sold to a third party rather than to an Other Blackstone Vehicle.

Relationships with Borrowers and/or Issuers. Borrowers and/or issuers are or will be counterparties or participants in agreements, transactions or other arrangements with Portfolio Entities of Other Blackstone Vehicles or other Blackstone Affiliates for the arranging, underwriting, syndication or refinancing of an Investment or other services provided by such Portfolio Entities or other Blackstone Affiliates (including without limitation, loan modification or restructuring services, loan servicing, administrative services, loan/asset management fees, fees for monitoring and oversight of loans, advisory services, property/asset management services, and title insurance services), that, although Blackstone determines to be consistent with the requirements of such Clients’ Organizational Documents, would not have otherwise been entered into but for the affiliation with Blackstone, and which involve fees and/or servicing payments to Blackstone- affiliated entities which are not subject to management fee offset provisions. In connection with such relationships, Blackstone will, in certain circumstances, also make referrals and/or introductions to certain borrowers and/or issuers (which can be expected to result in financial incentives (including additional equity ownership) and/or milestones benefitting Blackstone that are tied or related to participation by such borrowers and/or issuers). Clients and their Investors will not share in any fees or economics accruing to Blackstone as a result of these relationships and/or participation by such borrowers and/or issuers. In addition, it is possible that certain Portfolio Entities of the Other Blackstone Vehicles or companies in which the Other Blackstone Vehicles have an interest will compete with the Clients for one or more investment opportunities. With respect to transactions or agreements with Portfolio Entities, if unrelated officers of a Portfolio Entities have not yet been appointed, Blackstone can be expected to be negotiating and executing agreements between Blackstone and/or the Clients on the one hand, and the Portfolio Entities or its Affiliates, on the other hand, which could entail a conflict of interest in relation to efforts to enter into terms that are arm’s length. Among the measures Blackstone may use to mitigate such conflicts is involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms.

Blackstone’s Relationship with Pátria. Blackstone owns 40% of the equity interests in Pátria Investimentos Ltd. (“Pátria”), a leading Brazilian alternative asset manager and advisory firm. Pátria’s alternative asset management businesses include the management of private equity funds, real estate funds, infrastructure funds and hedge funds (e.g., a multi-strategy fund and a long/short equity fund). Each of Blackstone’s and Pátria’s respective investment funds continues to pursue investment opportunities in accordance with their existing mandates. While it is not expected that there will be material overlap between a Client’s investment program and Pátria’s investment activities, there may be instances in which investment opportunities otherwise appropriate for a Client will be shared with (or allocated to) Pátria. A Client and Pátria sponsored investment funds (and therefore Blackstone through its indirect minority interest in Pátria) will, in certain circumstances, have conflicting interests (e.g., over the terms of their respective Investments). Pátria is not considered an “Affiliate” of Blackstone under the Organizational Documents of Clients.

Other Blackstone Vehicles; Allocation of Investment Opportunities. Blackstone invests its own capital and third-party capital on behalf of Other Blackstone Vehicles and Clients in a wide variety of investment opportunities throughout the world. Not every opportunity suitable for a Client will be allocated to it in whole or in part. Certain exceptions exist that allow specified types of investment opportunities that fall within a Client’s investment objectives or strategy to be allocated in whole or in part to Blackstone itself or Other Blackstone Vehicles, such as strategic Investments made by Blackstone itself (whether in financial institutions or otherwise) and the exception for other Clients and Other Blackstone Vehicles that have investment objectives or guidelines similar to or overlapping with those of a Client. It is expected that some activities of Blackstone, other Clients, the Other Blackstone Vehicles and their Portfolio Entities will compete with a Client and its Portfolio Entities for one or more investment opportunities that are consistent with a Client’s investment objectives, and as a result such investment opportunities may only be available on a limited basis, or not at all, to a Client. The Adviser has conflicting loyalties in determining whether an investment opportunity should be allocated to one or more Clients, Blackstone or an Other Blackstone Vehicle. Blackstone has adopted guidelines and policies, which it can be expected to update from time to time, regarding allocation of investment opportunities. ● Overlapping Objectives and Strategies: In circumstances in which any Other Blackstone Vehicles have investment objectives or guidelines that overlap with those of a Client, in whole or in part, Blackstone generally determines the relative allocation of investment opportunities among such vehicles on a fair and reasonable basis in good faith according to guidelines and factors determined by it. However, the application of those guidelines and factors will, in certain circumstances, result in a Client not participating, or not participating to the same extent, in investment opportunities in which it would have otherwise participated had the related allocations been determined without regard to such guidelines. The Adviser could also determine not to pursue opportunities as discussed below in “Certain Investments inside a Client’s Mandate that are not Pursued by a Client”. In addition, as part of the BREDS program, the Clients regularly invest in real estate related debt Investments alongside certain Other Blackstone Vehicles that are part of the BREDS program and other vehicles focusing on real estate related debt Investments (e.g., BREDS liquid funds). Among the factors that the Adviser considers in making investment allocations among Clients and Other Blackstone Vehicles are the following: (i) any applicable investment objectives, parameters, limitations and other contractual provisions relating to a Client and such Other Blackstone Vehicles, (ii) available capital of a Client and such Other Blackstone Vehicles, (iii) legal, tax, accounting, regulatory and other considerations, (iv) primary and permitted investment strategies, focuses, guidelines, liquidity positions and requirements, and objectives of a Client and the Other Blackstone Vehicles, including, without limitation, with respect to Other Blackstone Vehicles that expect to invest in or alongside other funds or across asset classes based on expected return, (v) sourcing of the Investment, (vi) the sector and geography/location of the Investment, (vii) the specific nature (including size, type, amount, liquidity, holding period, remaining investment periods, anticipated maturity and minimum investment criteria) of the Investment, (viii) expected investment return, (ix) risk profile of the Investment, (x) expected cash characteristics (such as cash-on-cash yield, distribution rates or volatility of cash flows), (xi) capital expenditure required as part of the Investment, (xii) portfolio diversification and concentration concerns (including, but not limited to, (A) allocations necessary for the Clients or Other Blackstone Vehicles to maintain a particular concentration in a certain type of investment (e.g., if an Other Blackstone Vehicle follows a liquid strategy pursuant to which it sells a type of investment more or less frequently than the Clients and the Clients or such Other Blackstone Vehicle needs a non pro rata additional allocation to maintain a particular concentration in that type of investment) and (B) whether a particular fund already has its desired exposure to the Investment, sector, industry, geographic region or markets in question), (xiii) relation to existing Investments in a fund, if applicable (e.g., “follow on” to existing Investment, joint venture or other partner to existing Investment, or same security as existing Investment), (xiv) avoiding allocation that could result in de minimis or odd lot Investments, (xv) redemption or withdrawal requests form a client, fund and/or vehicle and anticipated future contributions into an account, (xvi) ability to employ leverage and expected or underwritten leverage on the investment, (xvii) the ability of a client, fund and or/vehicle to employ leverage, hedging, derivatives, or other similar strategies in connection with acquiring, holding or disposing of the particular investment opportunity, and any requirements or other terms of any existing leverage facilities, (xviii) the credit and default profile of an investment or borrower, (xix) the extent of involvement of the respective teams of the investment professionals dedicated to the Clients and Other Blackstone Vehicles, (xx) the likelihood/immediacy of foreclosure or conversion to an equity or control opportunity, (xxi) with respect to investments that are made available to Blackstone by counterparties pursuant to negotiated trading platforms (e.g., ISDA contracts), the absence of such relationships which may not be available for all clients, (xxii) contractual obligations, (xxiii) co- investment arrangements, (xxiv) potential path to ownership, (xxv) the relative stage of the Clients’ and such Other Blackstone Vehicle’s investment periods (e.g., early in a vehicle’s investment period, the Sponsor may over-allocate investments to such vehicle), and (xxvi) other considerations deemed relevant by the Adviser in good faith. ● Investments Outside of a Client’s Mandate: Investment opportunities that the Adviser makes a good faith determination are not expected to yield a Client’s targeted return profile or are otherwise inappropriate for a Client given considerations described in Organizational Documents or as otherwise determined by the Adviser, will generally not be allocated to a Client.

● Certain Investments Inside a Client’s Mandate that are not Pursued by a Client: Under certain circumstances, Blackstone can be expected to determine not to pursue some or all of an investment opportunity within a Client’s mandate, including without limitation, as a result of business, reputational or other reasons applicable to Clients, Other Blackstone Vehicles, their respective Portfolio Entities or Blackstone. In addition, the Adviser will, in certain circumstances, determine that a Client should not pursue some or all of an investment opportunity, including, by way of example and without limitation, because a Client has already invested sufficient capital in the Investment, sector, industry, geographic region or markets in question, as determined by the Adviser in its good faith discretion, or the Investment is not appropriate for a Client for other reasons as determined by the Adviser in its good faith reasonable sole discretion. There can be no assurance that the Adviser’s assessment will prove correct or that the performance of any Investments actually pursued by a Client will be comparable to any Investment opportunities that are not pursued by a Client. Blackstone, including its personnel, will, in certain circumstances, receive compensation from any such party that makes the Investment, including an allocation of performance-based compensation or referral fees, and any such compensation could be greater than amounts paid by a Client to the Adviser. In some cases, Blackstone earns greater fees when Clients or Other Blackstone Vehicles participate alongside or instead of a particular Client in an Investment. ● Financial Compensation to Allocate Investment Opportunities to Other Blackstone Vehicles: When the Adviser determines not to pursue some or all of an investment opportunity for a Client that would otherwise be within the Client’s objectives and strategies, and Blackstone provides the opportunity or offers the opportunity to other Clients or Other Blackstone Vehicles, Blackstone, including its personnel (including real estate personnel), can be expected to receive compensation from the other Clients or Other Blackstone Vehicles, whether or not in respect of a particular Investment, including in some cases an allocation of performance-based compensation or referral fees, and any such compensation could be greater than amounts paid by a Client to the Adviser. As a result, the Adviser (including real estate personnel who receive such compensation) could be incentivized to allocate investment opportunities away from a Client to or source investment opportunities for other Clients and Other Blackstone Vehicles. In addition, in some cases Blackstone can be expected to earn greater fees when Clients and Other Blackstone Vehicles participate alongside or instead of a particular Client in an Investment. ● Basis for Investment Allocation Determinations: The Adviser makes good faith determinations for allocation decisions based on expectations that will, in certain circumstances, prove inaccurate. Information unavailable to the Adviser, or circumstances not foreseen by the Adviser at the time of allocation, may cause an investment opportunity to yield a different return than expected. For example, an investment opportunity that the Adviser determines to be consistent with the return objectives of an opportunistic “control- oriented” fund rather than a particular Client may not match the Adviser’s expectations and underwriting and generate an actual return that would have been appropriate for the Client. Conversely, an Investment that the Adviser expects to be consistent with a Client’s return objectives will, in certain circumstances, fail to achieve them. ● Investment alongside Other Blackstone Vehicles: A Client will also invest alongside Other Blackstone Vehicles (including other vehicles in which Blackstone or its personnel invest) in Investments that are suitable for one or more Other Blackstone Vehicles. To the extent a Client jointly holds securities with any Other Blackstone Vehicle that has a different expected duration or liquidity terms, conflicts of interest will arise between the Client and such Other Blackstone Vehicle with respect to the timing and manner of disposition of opportunities. In order to mitigate any such conflicts of interest, Blackstone will, in certain circumstances, recuse itself from participating in any decisions relating or with respect to the Investment by Other Blackstone Vehicle. If the Other Blackstone Vehicle maintains voting rights with respect to the securities it holds, or if a Client does not recuse itself, Blackstone will, in certain circumstances, be required to take action where it will have conflicting loyalties between its duties to Clients and Other Blackstone Vehicles, which may adversely impact a Client. (See also “—Other Blackstone Vehicles; Allocation of Investment Opportunities” herein). In certain instances, a Client and the applicable Other Blackstone Vehicles will, in certain circumstances, dispose of any such shared Investment at different times and on different terms.

From time to time, investment opportunities that are appropriate for a Client may not be allocated to the Client in whole or in part, and Other Blackstone Vehicles, will from time to time make or receive priority allocations of certain Investments that are appropriate for a Client and will from time to time participate in Investments alongside a Client.

PJT. On October 1, 2015, Blackstone spun off its financial and strategic advisory services, restructuring and reorganization advisory services, and its Park Hill fund placement businesses and combined these businesses with PJT, an independent financial advisory firm founded by Paul J. Taubman. While the combined business operates independently from Blackstone and is not an affiliate thereof, it is expected that there will be substantial overlapping ownership between Blackstone and PJT for a considerable period of time going forward. Therefore, conflicts of interest will arise in connection with transactions between or involving the Partnership and its Portfolio Entities, on the one hand, and PJT, on the other. The pre-existing relationship between Blackstone and its former personnel involved in financial and strategic advisory services at PJT, the overlapping ownership and co-investment and other continuing arrangements between PJT and Blackstone can be expected to influence the Sponsor to select or recommend PJT to perform services for the Partnership or its Portfolio Entities, the cost of which will generally be borne directly or indirectly by the Partnership and Limited Partners. Given that PJT is no longer an affiliate of Blackstone, the Sponsor and its affiliates will be free to cause the Partnership and Portfolio Entities to transact with PJT generally without restriction under the Partnership Agreement, notwithstanding the relationship between Blackstone and PJT. (See also “—Third Party Service Providers, Vendors and Other Counterparties Generally” herein.) CTIMCO. CTIMCO, a subsidiary of Blackstone, acts as special servicer in connection with certain CLO transactions and may act as special servicer in future securitization financing transactions. CTIMCO, in its capacity as special servicer, may be required to enforce obligations or undertake certain other actions that may conflict with a Client’s interests. LNLS. LNLS is a Blackstone affiliate that acts as an agent for one or more underwriters in issuing title policies and providing support services in connection with investments by BXMT, Other Blackstone Clients and their Portfolio Entities, affiliates and related parties, and third parties. LNLS focuses on transactions in rate-regulated U.S. states where the cost of title insurance is non- negotiable. LNLS currently does not perform services in nonregulated U.S. states for BXMT and Other Blackstone Clients unless (i) in the context of a portfolio transaction that includes properties in rate regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a third party is paying all or a material portion of the premium or (iv) when LNLS provides support services for compensation to the underwriter but does not negotiate the rate or issue the title policy to the insured. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency services and facilitating the placement of title insurance with underwriters and otherwise providing the support services described in (iv) above. Allocation of Portfolios. Blackstone will, in certain circumstances, have an opportunity to acquire a portfolio or pool of assets, securities and instruments that it determines should be divided and allocated among Clients and Other Blackstone Vehicles. Such allocations generally would be based on Blackstone’s assessment of the expected returns and risk profile of each of the assets. The combined purchase price paid to a seller would be allocated among the multiple assets, securities and instruments in the pool and therefore among the Clients and Other Blackstone Vehicles acquiring any of the assets, securities and instruments. Similarly, there will likely be circumstances in which the Clients and Other Blackstone Vehicles will sell assets in a single or related transactions to a buyer. Blackstone will generally rely upon internal analysis to determine the ultimate allocation of value, though it could also obtain third party valuation reports. Regardless of the methodology for allocating value, Blackstone will have conflicting duties to Clients and Other Blackstone Vehicles when they buy or sell assets together in a portfolio. There can be no assurance that an Investment of a Client will not be valued or allocated a purchase price that is higher or lower than it might otherwise have been allocated if such Investment were acquired or sold independently rather than as a component of a portfolio shared with other Clients and Other Blackstone Vehicles. Loan Refinancings; Investments in Portfolio Entities. Clients have and expect to continue to participate in investments relating to the refinancing of loan investments or portfolios held by other Clients and Other Blackstone Vehicles and their Portfolio Entities, including primary or secondary issuances of loans or other interests by such Portfolio Entities. While it is expected that the participation of the Clients in connection with any such transactions will be on market rates, such transactions may involve the partial or complete payoff of such loans (with related proceeds being received by the applicable Other Blackstone Vehicles) or otherwise result in restructurings of terms and pricing relating to such existing loans with the borrowers thereof in respect of which such other Clients and Other Blackstone Vehicles may receive refinancing proceeds or a retained interest in such loans in accordance with such restructuring arrangements, which will generally give rise to potential or actual conflicts of interest, which could adversely impact Clients. Investments in Which Other Blackstone Vehicles Have a Different Principal Investment Generally. A Client will, in certain circumstances, hold an interest in a Portfolio Entity that is different (including with respect to relative seniority) than the interests held by other Clients or Other Blackstone Vehicles. In these situations, conflicts of interest will arise. In order to mitigate any such conflicts of interest, a Client may recuse itself from participating in any decisions relating or with respect to such Investment by a Client or the applicable Investments by other Clients or Other Blackstone Vehicles, or by establishing groups separated by information barriers (which can be expected to be temporary and limited purpose in nature) within Blackstone to act on behalf of each of the clients. Despite these, and any of the other actions described below that Blackstone can be expected to take to mitigate the conflict, Blackstone will, in certain circumstances, be required to take action when it will have conflicting loyalties between its duties to a Client and such other Clients and Other Blackstone Vehicles, which will, in certain circumstances, adversely impact the Client. If a Client recuses itself from decision-making, it will generally rely upon a third party to make the decisions, and the third party could have conflicts or otherwise make decisions that Blackstone would not have made. Clients and/or the Other Blackstone Vehicles are expected to make and/or hold Investments at different levels of an issuer’s capital structure, which will, in certain circumstances, include a Client making one or more Investments directly or indirectly relating to Portfolio Entities of Other Blackstone Vehicles and vice versa. Other Blackstone Vehicles may also participate in a separate tranche of a financing with respect to an issuer/borrower in which a Client has an interest or otherwise in different classes of such issuer’s securities. Such Investments inherently give rise to conflicts of interest between or among the various classes of securities that may be held by such entities. In addition, in connection with any shared Investments in which a Client participates alongside any such Other Blackstone Vehicles, the Adviser can be expected to, from time to time grant absolutely and/or share with such Other Blackstone Vehicles certain rights relating to such shared Investments for legal, tax, regulatory or other reasons, including in certain instances certain control- and/or foreclosure-related rights with respect to such shared Investments and/or otherwise agree to implement certain procedures to ameliorate conflicts of interest which can be expected to in certain circumstances involve maintaining a non-controlling interest in any such investment and a forbearance of rights relating to a Client (e.g., following the vote of other third party lenders generally (or otherwise recusing itself with respect to decisions, including with respect to defaults, foreclosures, workouts, restructurings and/or exit opportunities)), subject to certain limitations. While it is expected that the participation of the Client in connection with any such investments and transactions will be negotiated by third parties at market prices, such investments and transactions will give rise to potential or actual conflicts of interest. There can be no assurance that any conflict will be resolved in favor of the Client. In addition, a Client will likely invest in debt securities and other obligations relating to Portfolio Entities of Other Blackstone Vehicles, and it is possible that in a bankruptcy proceeding a Client’s interest will, in certain circumstances, be subordinated or otherwise adversely affected by virtue of such Other Blackstone Vehicles’ involvement and actions relating to its Investment. In connection with negotiating loans and bank financings in respect of Blackstone-sponsored real estate related transactions, from time to time Blackstone will obtain the right to participate on its own behalf (or on behalf of the BREDS Funds) in a portion of the financings with respect to such Blackstone sponsored real estate related transactions on an agreed upon set of terms. Because of the affiliation with Blackstone, the Adviser can be expected to have a greater incentive to invest in Blackstone-sponsored financings (as compared to real estate related financings sponsored by other real estate firms or financial sponsors).

To the extent a Client holds an interest in a loan or security that is different (including with respect to its relative seniority) than those held by such Other Blackstone Vehicles (and vice versa), such Client will generally have limited or, in certain instances, no rights to participate in the decision- making with respect to the rights and actions available to the holders of the same or similar class of loan or security held by the Client. To the extent a Client makes or has an Investment in, or, through the purchase of debt obligations becomes a lender to, a company in which an Other Blackstone Vehicle has a debt or equity Investment, or if an Other Blackstone Vehicle participates in a separate tranche of a financing with respect to a Portfolio Entity, Blackstone will generally have conflicting loyalties between its duties to a Client and to such Other Blackstone Vehicles. Moreover, Clients will generally “follow the vote” of other similarly situated third party creditors (if any) in voting and governance matters where conflicts of interest exist and will have a limited ability to separately protect its Investment and will be dependent upon such third parties’ actions.

Conflicting Duties to Other Real Estate-Related Funds and Vehicles. Blackstone will likely structure certain Investments as a result of which one or more Other Blackstone Vehicles are offered the opportunity to participate in the same or a separate debt tranche of an Investment allocated to a particular Client (and vice versa). As investment adviser to both the Clients and such Other Blackstone Vehicles, Blackstone owes a duty to such Other Blackstone Vehicles as well as to the Client. For example, if the Client held a “mezzanine” interest in a Portfolio Entity and one or more of such other funds or vehicles were to own the mortgage debt or other debt instruments relating to such Portfolio Entity, Blackstone will face a conflict of interest in respect of the advice it gives to, or the decisions made with regard to, the Client and such other funds and/or vehicles (e.g., with respect to the terms of such senior mortgage debt or other instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies, among other matters). (See Item 5: “Other Fees Payable to the Adviser and its Affiliates” above.) Similarly, certain Other Blackstone Vehicles can be expected to invest in securities of publicly traded companies that are actual or potential Investments of a particular Client or its Portfolio Entities. The trading activities of Other Blackstone Vehicles can be expected to differ from or be inconsistent with activities that are undertaken for the account of a particular Client or its Portfolio Entities in any such securities. In addition, a Client will, in certain circumstances, not pursue an Investment in a Portfolio Entity otherwise within the investment mandate of a Client as a result of such trading activities by Other Blackstone Vehicles.

Possible Exclusion. The General Partner of a Client will, in certain circumstances, determine that it is appropriate to initially exclude (in whole or in part) one or more Investors (or categories of Investors) of the Client from a particular Investment (or category of Investments) due to particular tax concerns related thereto or for other regulatory, accounting or legal reasons, in which case non- excluded Investors of the Client will be allocated a greater proportionate interest in such Investment (which can be expected to increase the percentage interest of other Investors in, and contribution obligations of other Investors with respect to, such Investment or category of Investments). Subject to the goal of maximizing overall returns for the Investors, the General Partners will generally seek to mitigate the circumstances giving rise to such exclusion. In that regard, if a General Partner later determines that it is no longer necessary for such Investors to be excluded from such Investment (including, because the tax, regulatory or legal situation has changed or is no longer in effect), the General Partner may require or permit the previously excluded Investors to participate in the Investment, including through the participation thereby in an alternative investment structure or the acquisition of a portion of the Investment from Blackstone. However, Blackstone would have no right and would be under no obligation to sell a portion of the Investment to the Client, and the Client would have no right and would be under no obligation to acquire a portion of the Investment. Any later purchase of an Investment from Blackstone would be at the fair market value of the Investment at the time of the later purchase. Therefore Investors who were initially excluded from the Investment can be expected to participate in the Investment on different terms (and may not get the benefit of any income from the Investment prior to their participation, including any origination fees generated by the Investment). Providing Debt Financings in connection with Assets Owned by Other Blackstone Vehicles. Clients will likely provide financing as part of the bid or acquisition by a third party to acquire interests in (or otherwise make an Investment in the underlying assets of) a Portfolio Entity owned by one or more other Clients or Other Blackstone Vehicles. This may include making commitments to provide financing at, prior to or around the time that any such purchaser commits to or makes such Investments. The Clients will likely make Investments and provide debt financing with respect to Portfolio Entities in which other Clients and Other Blackstone Vehicles and/or Affiliates hold or propose to acquire an interest. While the terms and conditions of any such debt commitments and related arrangements will generally be based on market terms, the involvement of the other Clients or Other Blackstone Vehicles or Affiliates in such transactions will, in certain circumstances, affect credit decisions and the terms of such transactions or arrangements or otherwise influence Blackstone’s decisions with respect to the management of the Clients and Other Blackstone Vehicles and their Portfolio Entities, which will give rise to potential or actual conflicts of interest and which will, in certain circumstances, adversely impact a particular Client.

Related Financing Providers. The Adviser may request in the ordinary course proposals from lenders and other sources to provide financing to Clients. The Adviser takes into account various facts and circumstances it deems relevant in selecting financing sources, including whether a potential lender has expressed an interest in evaluating debt financing opportunities, whether a potential lender has a history of participating in debt financing opportunities generally and with Blackstone in particular, the size of the potential lender’s loan amount, the timing of the relevant cash requirement, the availability of other sources of financing, the creditworthiness of the lender, whether the potential lender has demonstrated a long-term or continuing commitment to the success of Blackstone and its funds, and such other factors that Blackstone deems relevant under the circumstances. The cost of debt alone is not determinative. Debt financing to Clients is expected to be provided, from time to time, by Other Blackstone Vehicles, their Portfolio Entities and other parties with material relationships with Blackstone, such as shareholders of and lenders to Blackstone and lenders to Other Blackstone Vehicles and their Portfolio Entities. Blackstone could have incentives to cause Clients to accept less favorable financing terms from Other Blackstone Vehicles, their Portfolio Entities and other parties with material relationships with Blackstone than it would from a third party. Co-Investment. A Client will co-invest with Blackstone, Investors, other Clients, Other Blackstone Vehicles and their Investors, and other parties with whom Blackstone has a material relationship. The allocation of co-investment opportunities is entirely and solely in the discretion of Blackstone, and it is expected that many Investors who may have expressed an interest in co- investment opportunities will not be allocated any co-investment opportunities or will, in certain circumstances, receive a smaller amount of co-investment opportunities than the amount requested. Furthermore, co-investment offered by Blackstone will be on such terms and conditions (including with respect to Management Fees, performance-based compensation and related arrangements and/or other fees applicable to co-investors) as Blackstone determines to be appropriate in its sole discretion on a case-by-case basis, which can be expected to differ amongst co-investors with respect to the same co-investment. A Client and co-investors will often have different investment objectives and limitations, such as return objectives and maximum hold period. Blackstone, as a result of the foregoing, will have conflicting incentives in making decisions with respect to such opportunities. Even if a Client and any such parties invest in the same securities on similar terms, conflicts of interest will still arise as a result of differing investment profiles of the Investors, among other items.  General Co-Investment Considerations: There are expected to be circumstances where an amount that would have otherwise been invested by a Client is instead allocated to co- investors (who may or may not be Investors of Clients or Other Blackstone Vehicles) or supplemental capital vehicles, and there is no guarantee that any Investor will be offered any particular co-investment opportunity. The Adviser will take into account various facts and circumstances deemed relevant by the Adviser in allocating co-investment opportunities, including, among others, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, the Adviser’s assessment of a potential co-investor’s ability to invest an amount of capital that fits the needs of the Investment (taking into account the amount of capital needed as well as the maximum number of Investors that can realistically participate in the transaction) and the Adviser’s assessment of a potential co-investor’s ability to commit to a co-investment opportunity within the required t please register to get more info

Transactions and Personal Trading
The Adviser is governed by the Code of Ethics. The Code of Ethics governs a number of potential conflicts of interest which exist when providing advisory services to the Investors in the Clients it manages. The Code of Ethics is reasonably designed to ensure that the Adviser meets its fiduciary obligation to the Adviser’s clients (or prospective clients) and to instill a culture of compliance within the Adviser. An additional benefit of the Code of Ethics is to detect and prevent violations of securities laws.

The Code of Ethics is distributed to each employee at the time of hire and annually thereafter, and it is available on Blackstone’s intranet website. The Adviser also supplements the Code of Ethics with ongoing monitoring of employee activity.

The Code of Ethics includes, among other items, the following:

 Requirements related to confidentiality;  Limitations on, and reporting of, gifts and entertainment;  Pre-clearance of political contributions;  Pre-clearance and reporting of employee personal securities transactions;  Pre-clearance of outside business activities; and  Protection of persons who engage in “whistle blowing” activities from retaliation. On an annual basis, Blackstone requires all employees to certify that they are in compliance with the Code of Ethics.

Blackstone offers many different products and services across its many businesses and there are several potential conflicts of interest which will from time to time arise. Please see Item 10: Other Financial Industry Activities and Affiliations for a list of investment related potential conflicts, including, in particular, “—Other Blackstone Vehicles; Allocation of Investment Opportunities” describing conflicts related to allocation of investment opportunities among Clients sponsored by Blackstone and co-investors. The Adviser has adopted policies and procedures reasonably designed to address such potential conflicts of interest. The Adviser’s related persons will from time to time have bought or sold, or will subsequently buy or sell, for their personal accounts, securities which are also purchased or sold for the account of the Adviser’s clients. The Adviser and its related personnel are subject to guidelines governing the ability to trade in personal accounts. The guidelines generally require that such personal securities transactions receive pre-clearance from the Blackstone Legal and Compliance Department. These guidelines are reasonably designed to comply with SEC requirements that registered investment advisers have a Code of Ethics. In addition, Blackstone has implemented certain policies and procedures (e.g., information walls) to restrict access to material non-public information. Blackstone’s Code of Ethics is available for review upon request. You may request a copy of Blackstone’s Code of Ethics by contacting the Adviser’s Chief Compliance Officer, Patrick Kassen; (212) 583-5000. The Adviser does not participate in principal trading generally; however, the Adviser would be permitted to if the Adviser obtained appropriate approvals. please register to get more info

In the event the Adviser executes a brokerage transaction for the Clients (e.g., trades in public securities as part of or following an initial public offering of a Portfolio Entity), the Adviser will generally consider qualitative factors including, but not limited to, the broker’s reliability and execution capabilities for the transaction, the commissions charged by the broker, and the broker’s reputation and responsiveness to requests for trade data and other financial information.

Each of the Prime Brokers serves as custodian or prime broker for some of the Clients, as applicable. The Clients can be expected to engage other or additional custodians, prime brokers and executing brokers at any time.

Portfolio transactions are allocated to brokers in consideration of such factors as price, the ability of the brokers to effect the transactions and any research or investment management-related services provided by such brokers that the Adviser believes to be of benefit to the Clients.

Securities transactions can be expected to generate brokerage commissions and other compensation, all of which the Clients, not the Adviser or any of its Affiliates, will be obligated to pay. The Adviser has complete discretion in deciding what brokers and dealers the Clients will use and in negotiating the rates of compensation the Clients will pay. In addition to using brokers as “agents” and paying commissions, the Clients will, in certain circumstances, buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns.

The Adviser has established a Brokerage Review and Best Execution Committee that meets on a quarterly basis to review a schedule of the executing brokers and dealers utilized by the Adviser during the preceding quarter and the commissions paid to, and services received from, such brokers and dealers, to evaluate reasonableness in light of services received and consistency with the Adviser’s policies and procedures. Trade errors are evaluated on a case-by-case basis. If the Adviser determines that the Adviser’s gross negligence, willful misconduct or fraud was the direct cause of a trade error, the Adviser generally will compensate a Client for any losses resulting from such trade error. Broker-dealers may not be compensated via commissions or Client transactions for absorbing a trading error for which the Adviser is required to compensate a Client under its policy. Where a third party’s negligence or wrongdoing causes a trading error that results in a material loss to a Client, the Adviser will attempt to recover the amount of the loss from the third party for the Client, but the Adviser does not assume responsibility for compensating the Client, or making the third party compensate the Client, in such cases. The Adviser will, in certain circumstances, combine purchase or sale orders on behalf of the Clients with orders for other accounts to which the Adviser or any of its Affiliates may provide investment services and allocate the securities or other assets so purchased or sold on an average price basis, or by any other method of equitable allocation, among such accounts.
Research and Other Soft Dollar Benefits

Research (proprietary or otherwise) or investment-related services provided by brokers through which portfolio transactions for the Clients are executed, settled and cleared can be expected to include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, on-line quotations, news and research services. The Adviser will, in certain circumstances, use “soft dollars” generated by the Clients to pay for certain research and non-research related services and products used by the Adviser within the safe harbor afforded by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. However, the Adviser does not currently have any “soft dollar” arrangements. The Adviser does not select nor recommend broker-dealers based on Investor referrals nor does the Adviser participate in directed brokerage practices. please register to get more info

Review of Accounts
Currently, the only accounts under the supervision of the Adviser are the accounts of the Clients. The Clients’ accounts and Investment positions are monitored by the Adviser’s personnel on a regular and current basis. The Adviser might periodically review on an expedited basis the assets of a Client following a unique occurrence in the financial industry or market generally.

The Blackstone Real Estate Group Investment Committee meets weekly to carefully review and challenge Investments and dispositions around the world. Discussions are led by the Global Co- Heads of Real Estate. In addition to its Chairman, the Blackstone Real Estate Group Investment Committee also includes the Chairman and CEO of Blackstone, the Executive Vice Chairman of Blackstone, and all Senior Managing Directors in the Blackstone Real Estate Group. Blackstone manages its Investments through proactive day-to-day asset management, as well as regular global asset reviews and quarterly valuation meetings. Certain significant investments of the Clients are reviewed and approved by the Blackstone Real Estate Group Investment Committee. Smaller Investments are reviewed by a prescribed subset of the Blackstone Real Estate Group Investment Committee. The Blackstone Real Estate Group Investment Committee utilizes a consensus-based approach to decision-making among the members.

In addition to the Blackstone Real Estate Group Investment Committee meetings discussed above, the Adviser’s investment committee meets regularly to discuss certain significant potential and pending transactions for the Clients. The Adviser’s investment committee discusses the transaction in depth with the transaction team and decides whether to pursue the transaction and on which terms. In addition to an in-depth discussion of the subject Investment, the investment thesis and investment allocation, deal tactics and syndication strategies, if applicable, will usually be discussed by the Adviser’s investment committee and the transaction team. Smaller transactions are reviewed by a prescribed subset of the Adviser’s investment committee. The Adviser’s investment committee utilizes a consensus-based approach to decision-making among its members. The investment approval process is further described in “Investment Strategies” in Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. In addition, the Adviser manages its investments through proactive asset management, as well as regular global asset reviews and quarterly valuation meetings.
Reports to Clients
The Adviser provides periodic reports to the BXMT Board of Directors relating to the operating performance of BXMT’s investments and certain other matters pertaining to the Adviser’s obligations under the BXMT Management Agreement. Investors in the Clients other than BXMT, if any, generally will receive written periodic reports which will include capital balance and Client performance statistics. Investors in any such Clients will also receive written annual audited financial statements for the Client in which they are invested. The Adviser would make use of a website, BXAccess, available at www.bxaccess.com, for the distribution of reports and other information to Investors in such Clients.

The Adviser generally will provide information that certain Investors in the Clients may request, including additional information relating to the Clients, to the extent such information is readily available or may be obtained without unreasonable effort or expense. Investors that request and receive such information will consequently possess information regarding the business and affairs of the Clients that may not be known to other Investors. As a result, certain Investors can be expected to be able to take actions on the basis of such information which, in the absence of such information, other Investors do not take.
Reports to Investors in BXMT
Investors in BXMT are able to obtain annual reports (including annual audited financial statements of BXMT), quarterly reports, current reports, proxy statements and other information for BXMT through the SEC’s EDGAR database or from the investor relations portion of BXMT’s website (www.blackstonemortgagetrust.com). please register to get more info

BXMT compensates broker-dealers who assist it in obtaining capital in the form of commissions or underwriting discounts. Such amounts are generally payable by BXMT, and BXMT’s stockholders’ indirectly bear such expenses as holders of BXMT stock. BAP, an Affiliate of the Adviser, has acted and will likely act as an underwriter in securities offerings by BXMT. Please see Item 10: Other Financial Industry Activities and Affiliations for more information. please register to get more info

The Custody Rule defines custody as holding client securities or funds or having any authority to obtain possession of them. The Clients generally have an Affiliate of the Adviser acting as General Partner and, as such, the Adviser is deemed to have custody of the Clients’ funds. The Adviser generally complies with the Custody Rule by, among other things, providing all Investors in a Client with audited financial statements. please register to get more info

The Adviser maintains the authority to manage or advise the Clients on a discretionary basis, subject to the overall supervision of the applicable General Partner (or board of directors (as applicable)), in accordance with the investment guidelines, objectives, limitations and other provisions and terms set forth in the Organizational Documents and the Advisory Agreements, as applicable. please register to get more info

Proxy Policy
The Proxy Rule requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Because the Adviser will generally be deemed to have authority to vote Proxies relating to the companies in which its clients invest, the Adviser has adopted the Proxy Voting Policy in compliance with the Proxy Rule. To the extent that the Adviser exercises or is deemed to be exercising voting authority over its clients’ securities, the Proxy Voting Policy is reasonably designed and implemented in a manner reasonably expected to ensure that voting with respect to Proxies is exercised in a manner that serves the best interest of its clients, as determined by the Adviser in its sole discretion. Notwithstanding the foregoing, because proxy proposals and individual company facts and circumstances may vary, the Adviser may not always vote Proxies in accordance with the Proxy Voting Policy. In addition, many possible proxy matters are not covered in the Proxy Voting Policy. Generally, the Adviser will vote Proxies (i) in favor of management’s recommendation for the election of the board of directors and (ii) to approve the financial statements as presented by management.

From time to time, conflicts can be expected to arise between the interests of the Investor, on the one hand, and the interests of the Adviser or its Affiliates, on the other hand. If a material conflict is identified by the Chief Compliance Officer, Head of Asset Management and/or one or both of the Global Co-Heads, the Blackstone Real Estate Group will determine whether voting in accordance with the Adviser’s proxy voting guidelines is in the best interests of its clients. The Adviser, in its sole discretion, may elect not to vote a proxy if unduly burdensome. Investors may request a copy of the Proxy Voting Policy and the voting records relating to Proxies as provided by the Proxy Rule by contacting the Adviser’s Chief Compliance Officer, Patrick Kassen; (212) 583-5000. please register to get more info

The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years and is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Investors.
Item 19: Requirements for State Registered Advisers
This item is not applicable as the Adviser is not registered in any state. please register to get more info