Blackstone ISG-II Advisors L.L.C., a Delaware limited liability company, was founded in 2017 as part of Blackstone Insurance Solutions (“BIS”), the division of Blackstone that includes the Registrant. As of March 31, 2019, the Registrant has three clients. The Registrant provides investment management services to a Blackstone-controlled vehicle formed in connection with a property and casualty reinsurance joint venture arrangement between Blackstone and AXIS Capital Holdings Limited (such vehicle, “Harrington Partners” and together with the BIS Funds (defined below), the “Clients”). Blackstone, through the Registrant, will serve as the exclusive discretionary investment manager for Harrington Partners and seeks to invest its assets in or alongside a range of Blackstone investment vehicles, managed accounts or other Blackstone affiliates, which may include one or more side-by-side investment vehicles and co-investment vehicles (“Other Blackstone Accounts”), and other investments and asset classes related thereto in good faith in accordance with investment guidelines.

The Clients also include one or more other pooled investment vehicles, managed accounts or arrangements formed to offer investment solutions for insurance companies and other financial institutions in connection with current or future insurance / reinsurance solutions businesses of Blackstone (collectively, the “BIS Funds”).

The Registrant will be responsible for the management or sub-management of each Client’s assets pursuant to an investment advisory agreement entered into between each such Client and the Registrant, and will have the authority to make investment allocation and management decisions for each Client on a discretionary basis. The Registrant’s investment professionals, including certain senior Blackstone investment professionals, will seek to invest each Client’s assets in or alongside Other Blackstone Accounts or in investment funds, vehicles or accounts managed by third parties (“Third Party Vehicles”). Subject to its investment limitations, each Client may also invest in other appropriate investment opportunities in accordance with such Client’s investment objectives. As used herein, the Other Blackstone Accounts and Third Party Vehicles are collectively referred to as the “Underlying Accounts” or “Underlying Vehicles”.
Ownership of the Registrant
The Blackstone Group Inc. is the ultimate parent of the Registrant and is a publicly held corporation listed on the New York Stock Exchange that trades under the ticker symbol “BX”. Blackstone Intermediary Holdco L.L.C. is the managing member of the Registrant. Blackstone Advisory Partners L.P. (“BAP”) is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Holdings I L.P. is the general partner of BAP. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. The Blackstone Group Inc. is the controlling shareholder of Blackstone Holdings I/II GP L.L.C. Please see the chart on the following page. Blackstone is one of the leading alternative investment managers in the world with investment programs concentrating on the private equity, real estate, credit and hedge fund solutions areas. 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 and Item 11 – Code of Ethics for more information.
Oversight of the Registrant’s Division Allocations
Clients may have overlapping investment mandates. As a result, more than one Client may be eligible for an investment opportunity which has available investment capacity that is less than the aggregate capacity in such investment opportunity sought by the Clients (each, a “Constrained Opportunity”). A committee comprised of certain senior Blackstone professionals will oversee the allocations of Constrained Opportunities in order to manage the actual and potential related conflicts of interest and the Registrant requires that each Constrained Opportunity is allocated between the relevant Clients in a fair and reasonable, formulaic manner. Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss and Item 13 – Review of Accounts for more information.
Assets Under Management
The Registrant’s regulatory assets under management are $1,329,262,195 (as of December 31, 2018), all of which are managed on a discretionary basis. This regulatory assets under management number consists of $780,608,421 (measured as of December 31, 2018) in Harrington Partners and $ 548,653,774 (measured as of December 31, 2018) in the BIS Funds. The assets reported above exclude assets with respect to which the Registrant has delegated investment advisory authority to an investment adviser that is a “related person” (as defined in Form ADV) of the Registrant. Such sub-advisory assets are included in the regulatory assets under management reported in the ADV Part 2A of the affiliated adviser to which the Registrant delegated such investment advisory authority. Per the instructions to Form ADV Part 1A, such excluded sub-advisory assets are included in the regulatory assets under management reported the Registrant’s Form ADV Part 1A. Furthermore, the assets reported above include assets attributable to the amount that Clients of the Registrant have invested in clients advised by an investment adviser that is a related person of the Registrant. As a result, those assets are included in the regulatory assets under management of both the Registrant and such other affiliated advisers.

The Blackstone Group Inc. Blackstone Intermediary Holdco L.L.C.

Blackstone Advisory Partners L.P. Blackstone ISG-II Advisors L.L.C. Sole Member Provision of Advisory Services Clients Intermedi Ultimate Parent Managing Member
Overview of the Registrant’s Advisory Services

As investment advisor to the Clients, the Registrant will:
• In certain instances, actively manage, with full discretion, investment portfolios for its clients
• Identify and implement investment opportunities for the Clients


• Participate in the monitoring and evaluation of the Clients’ investments


• Monitor conflicts of interest


• Make recommendations regarding investment management and/or allocation decisions, as further described herein

The Registrant may engage third party service providers, such as custodians, administrators and/or auditors on behalf of the Clients, the cost of which will be borne by the Clients in accordance with each Client’s Constituent Documents (as defined below).

With respect to the Clients, the Registrant will make commitments to investments and make investment allocation and management decisions with respect to the assets of each Client in its good faith discretion in accordance with the investment guidelines and other terms and conditions in respect of the management of such Client set forth in such Client’s constituent documents, agreements and related offering or disclosure materials (the “Constituent Documents”). Investment policy, guidelines and broad allocations for each of the Clients will be based on a variety of criteria including, but not limited to:


• The relevant Client’s investment objectives/guidelines and risk parameters


• Regulatory or capital constraints


• Availability of cash
• Liquidity needs
• General capacity
• Tax efficiency
• Long-term value and growth
• Investment limits and diversification guidelines
• Operational, legal, regulatory and other relevant factors please register to get more info

Management Fees
With respect to Harrington Partners, the aggregate amount of such management fee paid by the general partner of Harrington Partners on behalf of Harrington Partners will be reduced by an amount equal to 100% of the amount of all management fees (and, for the avoidance of doubt, not incentive fees or “carried interest”) borne by Harrington Partners, directly or indirectly, with respect to any underlying Other Blackstone Account in which it holds an investment to the extent payable to Blackstone or an affiliate of Blackstone and retained by Blackstone or an affiliate of Blackstone minus the amount of any management fees directly paid by the underlying Other Blackstone Accounts, their investment advisers, Harrington Partners or to third party fund of fund managers and certain third party UCITS fund managers, in each case relating to the underlying Other Blackstone Accounts. The management fee will be further reduced (but not below zero) by 100% of the amount of any Excess Organizational Expenses (as defined in the Client’s Constituent Documents) not borne by the general partner of Harrington Partners.

With respect to the BIS Funds, the Registrant is or will be entitled to compensation for its services in the form of a management fee or asset allocation fee, in the amount and on the terms and conditions described in each of the relevant BIS Fund’s Constituent Documents.
Additional Fees and Expenses:
The Registrant's management fees, the performance-based allocations and the expenses described herein are not inclusive of all the fees which Harrington Partners or the other Clients may bear. Please refer to the Constituents Documents of the applicable Client for a full description of all such fees and expenses. Harrington Partners will bear any expenses charged by the Registrant with respect to its activities and Harrington Partners' investment program as well as its pro rata share of fees and expenses of the Other Blackstone Accounts in which Harrington Partners invests. With respect to the BIS Funds, per the investment advisory agreement of each BIS Fund, the Registrant will be entitled to compensation for its services to the respective BIS Fund in the form of a management fee in the amount and on the terms and conditions described in such BIS Fund's Constituent Documents. The Registrant or its affiliates may also engage and retain on behalf of the BIS Funds strategic advisors, consultants and other similar professionals who are not employees or affiliates of the Registrant and who may, from time to time, receive payments from, or allocations with respect to, portfolio entities, and such amounts may not offset the management fee paid by the BIS Funds. The BIS Funds will also be responsible for all management fees, performance-based or incentive compensation and other expenses associated with any investments in Underlying Vehicles. The following is a list of fees and/or expenses that will typically be borne by the Clients (and indirectly by investors in the Clients). This list is not intended to be exhaustive and the fees and/or expenses borne by the various Clients may differ from one Client to another. Prospective and existing Investors in the Clients are advised to review the applicable Constituent Documents for a more extensive description of applicable fees and expenses associated with an investment in a Client as applicable. The amount of these fees and expenses will be substantial and will reduce the actual returns realized by Clients in connection with their respective investment advisory agreements with the Registrant (and may, in certain circumstances, reduce the amount of capital available to be deployed in Underlying Vehicles).
• Performance-based fees and expenses (including management fees) paid in respect of Underlying Vehicles, including fees paid to the investment manager or general partner of such Underlying Vehicles
• Legal fees (including costs, expenses and fees charged or specifically attributed or allocated by the Registrant or its affiliates to the Client or the Underlying Account or portfolio companies thereof for hours spent by its in-house attorneys and tax advisors to provide legal advice or services to the Client, Underlying Account or portfolio companies thereof)
• Regulatory filing fees
• Expenses related to the Registrant's compliance matters and reporting obligations to the extent they relate to the Clients' activities (e.g., Form PF, Alternative Investment Fund Managers Directive (AIFMD) reporting, including costs associated with any AIFMD marketing passport, and CFTC filings)
• Accounting fees
• Administrative fees, whether paid to Blackstone or a third-party
• Consultant expenses and strategic advisor expenses (including individuals consulted through expert network consulting firms)
• Technology expenses, including costs of service providers and researchers
• Accounting and tax fees
• Taxes and governmental fees, including taxes, fees, costs and/or tax-related interest, fees (including any penalties incurred where the Registrant lacks sufficient information from third parties to file a timely and complete tax return)
• Audit fees
• Valuation fees
• Expenses, costs and fees of any banks, investment banks, brokerage commissions and the cost of trading (including trading errors)
• Expenses related to hedging arrangements and currency conversion
• Transaction Fees
• Interest payments and related fees
• Custodial fees
• Operating partner fees and expenses
• Travel and accommodation expenses in connection with the Clients' investment activities (including first class and/or business class airfare (and/or private charter, where appropriate), first class lodging, ground transportation, travel and premium meals (including closing dinners and momentos, cars and meals, social events with portfolio entity management, customers, clients, borrowers, brokers and service providers)
• Research-related expenses, including news and quotation equipment and services and data collection and including costs allocated by Blackstone’s internal research and third party groups (which are generally based on time spent), internal and third-party printing (including a flat service fee) and publishing (including time spent performing such internal printing and publishing services)
• Broken-deal expenses
• Expenses associated with the preparation of the Clients' periodic reports and related financial and other statements and investor notices and communications (including preparation and delivery of tax returns, K-1s and other communications or notices relating to the Clients)
• Expenses relating to the structuring, holding or disposition of investments (including the fees, costs and expenses related to the organization or maintenance of any entity directly or indirectly to acquire, hold or dispose of any investment or otherwise facilitating the investment activities of the Clients)
• Organization of vehicles through which a Client invests
• Expenses of investor meetings
• Expenses of any litigation involving the Clients or entities in which the Clients have an investment and the amount of any judgments or settlements paid in connection therewith
• Expenses incurred in connection with complying with provisions in investor side letter agreements
• Liquidated damages, forfeited damages and reverse term fees
• Expenses of liquidating a fund
• Expenses of Blackstone-internal printing (including a flat service fee) and publishing (including time spent performing such internal printing and publishing services) and reporting-related expenses (including preparation of financial statements, tax returns, K-1s and other communications or notices
• Expenses related to hedging arrangements
• Insurance (including the cost of title insurance, directors and officers liability or other insurance for the benefit of the Registrant and its affiliates and related persons)
• Indemnification expenses (including advancement of any fees, costs or expenses to persons entitled to such indemnification) Investors in the Clients will typically be allocated (or otherwise bear) their pro rata share of such fees and expenses, which may be calculated based on capital commitments, invested capital, available capital, or other metrics as determined by the general partner of each Client in its sole discretion. From time to time, a general partner of a Client will be required to decide whether costs and expenses are to be borne by such Client, on the one hand, or the general partner or the Registrant, on the other, and/or whether certain costs and expenses should be allocated between or among such Client, on the one hand, and Other Blackstone Accounts on the other. Certain expenses may be suitable for only a particular Client, its parallel fund or participating Other Blackstone Accounts and borne only by such fund, or, as is more often the case, expenses may be allocated pro rata among the Clients, all of their respective parallel funds and participating Other Blackstone Accounts, even if the expenses relate only to particular vehicle(s) and/or investor(s) therein. The general partner of the applicable Client will make such judgments in its fair and reasonable, and in its sole discretion, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. There can be no assurance that a different manner of allocation would not result in a Client bearing less (or more) expenses. In addition, certain expenses described herein, including, without limitation, certain technology-related expenses, will relate to products or services for which BIS or its affiliates have a license, and for which such license is used or otherwise relied upon to enable certain clients of BIS to use or access such products or services without their own license (“Technology License Enabled Clients”). In such cases, neither BIS nor any of its clients (including Clients of the Registrant) will be reimbursed for any such use or access by Technology License Enabled Clients. BIS and its affiliates will not be liable or responsible for Technology License Enabled Clients’ use of, or access to, any such products or services. The Registrant and its affiliates may also receive break-up and topping fees, transaction fees, financial advisory fees, monitoring and director fees, commitment, organization, financing, divestment, investment banking, consulting, syndication, capital markets advisory fees and other similar fees for arranging acquisitions and other major financial restructurings and other fees and annual retainers from or with respect to persons in which the Clients acquire or hold investments and from unconsummated transactions. As described above, the management fee paid by Harrington Partners will be reduced in whole or in part by certain of these fees. No employee of the Registrant accepts or otherwise receives any compensation for the sale of securities or other investment products. please register to get more info

With respect to Harrington Partners, in addition to the management fees described in Item 5 that will be received by the Registrant and/or paid by Clients or investors, pursuant to Harrington Partners’ Constituent Documents, the general partner of Harrington Partners will be entitled to receive an annual performance-based allocation equal to 20% of Harrington Partners’ net capital appreciation subject to a loss carry-forward and reduced by (i) any incentive fees and/or “carried interest” borne by Harrington Partners directly or indirectly, with respect to any underlying Other Blackstone Account, to the extent payable to Blackstone or an affiliate of Blackstone and retained by Blackstone or an affiliate of Blackstone, and increased by (ii) any incentive fees and/or “carried interest” directly paid by the underlying Other Blackstone Accounts, their investment advisers, Harrington Partners or the Registrant to third party fund managers and certain third party UCITS fund managers with respect to the underlying Other Blackstone Accounts, calculated and subject to adjustment as set forth in Harrington Partners’ Constituent Documents. Performance-based fees may not be charged by the general partners of certain BIS Funds, although they may be subject to performance-based fees with respect to their direct or indirect investments in Underlying Accounts (including the Other Blackstone Accounts) depending on the fee structure of the Underlying Accounts. The fact that the Registrant’s affiliates will, in part, be compensated based on the performance of Harrington Partners may create an incentive for the Registrant to make investments on behalf of investors that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement. However, the Registrant will manage Harrington Partners in accordance with the investment strategies disclosed in Harrington Partners’ Constituent Documents to help ensure that investors are aware of the investment strategy and the risks associated with the strategy. Harrington Partners’ Constituent Documents contain further details regarding each investment’s incentive allocation, strategy and risks. Similarly, the existence of a performance-based fee may incentivize the general partners of the BIS Funds to manage and/or allocate such BIS Funds’ assets in a more aggressive manner than if there were no performance-based fee (including, allocating assets to one or more Other Blackstone Accounts that charge performance-based fees, directly or indirectly, with respect to the BIS Funds’ investments therein). please register to get more info

The Registrant manages the Clients, including Harrington Partners and one other BIS Fund. The Registrant expects that future clients will include one or more BIS Funds, whose underlying investors will primarily consist of financial institutions and other life, health, property and casualty and reinsurance clients. The Registrant develops investment solutions with customized capital and risk management frameworks, including advisory solutions such as strategic asset allocation. All potential Clients are subject to certain suitability requirements (including that each Client be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended). please register to get more info

Investment Strategies:
The investment strategies pursued by the Registrant may vary among the Clients. The Registrant employs various types of investment strategies, which include, but are not limited to:
• Credit-oriented investments
• Investments in hedge funds
• Real-estate related investments
• Private equity investments
• Other opportunistic investments

With respect to credit-oriented investments, several of the Registrant’s investment professionals responsible for investment allocation and management decisions for a Client in accordance with the applicable Investment Management Agreement (the “Portfolio Management Team”) originate private market credit opportunities through an Alternative Fixed Income (“AFI”) strategy. Members of the Portfolio Management Team source, then structure and underwrite credit instruments. Methods of Analysis The Registrant will seek to invest substantially all of the Clients’ assets in or alongside a range of Other Blackstone Accounts, Third Party Vehicles and other investments and asset classes related thereto in good faith in accordance with the investment guidelines for each Client. Blackstone will seek to design an investment strategy that is intended to deliver attractive risk- adjusted returns through portfolios of primarily alternative investments, and the Registrant will have flexibility to vary investments and optimize the asset strategy within the Clients’ investment guidelines. Factors contributing to the Registrant’s investment decisions may include, but will not be limited to, diligence on market trends and macro-economic factors, as well as portfolio construction and monitoring utilizing scenario analysis, risk budgeting and proprietary tools. As part of the diligence and analysis process, subject to Blackstone’s information wall policies, the Registrant may draw upon the expertise and advice of professionals from Blackstone’s investment businesses and other groups within Blackstone. Investment parameters will be set for, and in certain instances, by each Client and will be monitored and reviewed quarterly or as appropriate. While it is expected that Clients will primarily make investments in or alongside Other Blackstone Accounts, the Registrant may also allocate and invest the relevant Client’s assets in or alongside Third Party Vehicles and in other appropriate investment opportunities selected by the Registrant in accordance with such Client’s investment objective and the concentration restrictions noted above. The Registrant will seek to create a portfolio for each Client that is consistent with the risk and concentration parameters established for, and in certain instances by, such Client and the Registrant’s investment professionals, including senior Blackstone investment professionals. In evaluating allocations and potential investments, the Registrant’s investment professionals may perform quantitative and qualitative analysis. This analysis may include diligence on market trends and macro-economic factors, as well as portfolio construction and monitoring utilizing scenario analysis, risk budgeting and differentiated tools. As part of the diligence and analysis process, subject to Blackstone’s information wall policies, the Registrant’s investment professionals will draw upon the expertise and advice of professionals from Blackstone’s investment businesses and other groups within the firm. All investments in or alongside Other Blackstone Accounts will be reviewed and approved by a committee comprised of certain senior Blackstone investment professionals.
Risk of Loss:
An investment in a Client entails a significant degree of risk and therefore should be undertaken only by investors capable of evaluating the risks of such Client and bearing the risks such investments represent. Set forth below is a non-exhaustive list of such risks: 1. No assurance of investment returns; loss of part or all of investment 2. General economic and market conditions 3. No established market for potential investments exists 4. Illiquidity of investments by such Client 5. Investments may take longer than such Client’s term to be exited 6. Changes in legal, fiscal and regulatory regimes 7. Nature of equity or equity-related investments 8. Non-U.S. investments, including potentially large currency fluctuations and political factors 9. Uncertainty of the long-term stability of the European Union, including the United Kingdom exit from the European Union and related volatility 10. Dependence on such Client’s key personnel and the key personnel of advisers to Other Blackstone Accounts 11. No management or control of the Other Blackstone Accounts or Underlying Vehicles by the Registrant 12. Allocation of Registrant personnel’s time to other Blackstone lines of business 13. Portfolio concentration; limited number of investments 14. Broad investment mandate 15. Limited to no restrictions on underlying strategies 16. Non-controlling investments 17. Distressed investments 18. Investment environment and market risk 19. Market volatility risks 20. Risk of loss of entire investment 21. Risk management 22. Absence of regulatory oversight 23. Risks related to use of leverage by such Client and Other Blackstone Accounts 24. Limited availability of investment opportunities 25. Investment and trading risk; lack of control 26. Changes to the tax treatment of an investment in such Client 27. U.S. federal income tax reform 28. Additional risks relating to the investment strategies pursued by the Underlying Vehicles, in (or alongside) which such Client may invest directly or indirectly 29. Changes to insurance capital regulations 30. Risks related to cyber security breaches and identity theft 31. Highly competitive market for investment opportunities 32. Role of private equity professionals 33. Investment in restructurings 34. Investments in less established companies 35. Investments in regulated industries 36. Force majeure risk 37. Terrorist activities 38. Availability of insurance for certain catastrophic losses 39. Certain risks related to investments in natural resources and energy 40. Hedging policies/risks 41. Proposed tax legislation adversely affecting Blackstone employees and other service providers 42. Enhanced scrutiny and potential regulation of the private investment fund industry and the financial services industry 43. OFAC and FCPA consideration 44. FOIA Investors are advised to review the applicable Constituent Documents for a more extensive description of the risks of investing in the Clients. Stock markets, credit markets, real estate markets and valuation regarding privately held fund interests and/or investments fluctuate substantially over time and performance of any investment is not guaranteed. As a result, there is a risk of loss of value in the assets which the Registrant manages that may be out of the Registrant’s control. The Registrant cannot guarantee any level of performance or that investors in the Clients will not experience a substantial or complete investment loss. 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 strategies. The marketability and value of any investment will depend upon many factors beyond the control of the Clients. The expenses of the Clients may exceed their income, and an investor in a Client could lose the entire amount of its contributed capital. 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 investment in the Clients.
Investors are advised to review the applicable Constituent Documents for a more extensive
description of the risks of investing in the Clients. please register to get more info

The Registrant does not have any legal or other “disciplinary” event to report. As a registered investment adviser, the Registrant is obligated to disclose any legal or disciplinary event that would be material to a client when evaluating the Registrant’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 Registrant 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 Registrant and/or the Clients’ results of operations, financial position or cash flows. Certain regulatory, litigation and other similar matters are disclosed in (i) Blackstone’s and the Registrant’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 web site of the SEC (www.sec.gov) or Blackstone (http://ir.blackstone.com/investors/annual-reports-and-sec-filings/default.aspx) and (ii) materials made available through Blackstone’s BXAccess online portal related to the Registrant, the Clients and/or certain of their affiliates, which is accessible to limited partners for the funds in which they are invested. Anything disclosed in Blackstone’s or the Registrant’s public filings and/or which are otherwise made available to the limited partners of the Clients, including by way of posting to Blackstone’s online portal, is incorporated herein by reference, to the extent applicable, including with respect to litigation, investigations, settlements and similar proceedings. please register to get more info

From time to time, various potential and actual conflicts of interest may arise from the overall investment activities of Blackstone, the Clients, the Registrant and its affiliates. The following briefly summarizes certain but not all of these potential conflicts, but is not intended to be an exclusive list of all such conflicts. Any references to Blackstone and the Registrant in this section will be deemed to include their respective officers, directors and employees. Selection of Investments. With respect to Clients that are permitted to invest in Other Blackstone Accounts, any investment decisions by the Registrant relating to the selection of, investment in or allocation of investments for the Clients, including allocations of the Clients’ assets to Other Blackstone Accounts managed or sponsored by affiliates of the Registrant, will involve a material conflict of interest for the Registrant due to the economic and other arrangements described herein. The Registrant will generally have discretion to make investment decisions within the parameters of the applicable investment guidelines for each Client, applicable law (including, without limitation, applicable insurance laws and regulations) and other considerations, and will be permitted, in certain cases, to allocate such Client’s assets to investments sourced by Blackstone and in Other Blackstone Accounts for which affiliates of the Registrant may receive substantial compensation in the form of management fees, other fees and carried interest. The Registrant and its affiliates, in their capacity as the Registrant or general partner (or similar managing entity) of the Other Blackstone Accounts, as applicable, are expected to receive carried interest or incentive allocations and management fees from such Other Blackstone Accounts. In addition, the Registrant and its affiliates are expected to receive various types of other fees from or with respect to portfolio entities, including certain Clients (where applicable), in connection with their investment and advisory activities, including the management of the Other Blackstone Accounts. Except as expressly provided in the relevant governing documents of each Other Blackstone Account, the Clients will generally not receive the benefit of any of the foregoing fees received by the Registrant and its affiliates. Such fees will be in addition to the management fees paid by the Clients under the applicable governing documents or investment management agreement. As a result, the Registrant will have an incentive to cause the Clients to make capital commitments to new Other Blackstone Accounts or Other Blackstone Accounts that (a) are otherwise difficult to raise, including without limitation, because predecessor vehicles have had poor investment performance, the strategy is new or out of favor or turnover of the investment professionals responsible for performance or (b) have a possibility of generating higher fees or carried interest than another potential Other Blackstone Account. Correspondingly, the Registrant will have a disincentive to cause the Clients to make capital commitments to (x) Other Blackstone Accounts that are otherwise in high demand or (y) are expected to generate relative lower fees or carried interest than other potential Other Blackstone Accounts. Furthermore, the Registrant may have an economic incentive to make capital commitments from certain Clients to affiliated Other Blackstone Accounts rapidly and in the maximum permitted size in order to increase and accelerate the timing of the potential fees and carried interest generated by such Other Blackstone Accounts. Blackstone Policies and Procedures. Specified policies and procedures implemented by Blackstone to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions will from time to time reduce the advantages across Blackstone’s various businesses that the Registrant expects to draw on for purposes of investing the Clients’ capital and pursuing attractive investment opportunities. Because Blackstone has many different asset management and advisory businesses, including a private equity business, a credit business, a hedge fund business, a capital markets group and a real estate advisory business, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Blackstone has implemented certain policies and procedures (e.g., information walls) that reduce the positive firm wide synergies that the Registrant could otherwise expect to utilize for purposes of finding attractive investments. For example, Blackstone may from time to time come into possession of material non-public information with respect to companies in which an Other Blackstone Account and the Registrant may be considering making an investment or companies in which affiliates of Blackstone may hold an interest or that are clients of Blackstone. As a consequence, that information, which could be of benefit to the Other Blackstone Account, its investment professionals, the Clients and the Registrant’s investment professionals, might become restricted to those other businesses and otherwise be unavailable to the Registrant and its investment professionals/personnel, certain Registrant investment personnel that also provide services to other business groups within Blackstone may be deemed to be in possession of material non-public information and may be excluded from certain investment decisions related to the Clients (or be replaced). In addition, to the extent that the Registrant’s investment personnel are in possession of material non-public information or are otherwise restricted from trading in certain securities, the Registrant and the Clients will be deemed to be in possession of such information and may be restricted from engaging in certain investment activities, which could reduce the investment opportunities available to the Clients or prevent the Clients from exiting an investment. The Registrant’s investment personnel may also be excluded from participating in certain investment decisions or otherwise replaced because of potential conflicts with other businesses at Blackstone or other reasons, in which case the Clients will not benefit from the their expertise and advice. Additionally, the terms of confidentiality or other agreements with, or related to, companies in which any Blackstone client has made or has considered making an investment, or which is otherwise an advisory client of Blackstone, will from time to time restrict or otherwise limit information available to the investment committees or professionals of Other Blackstone Accounts or the Registrant which may adversely impact their ability to make, monitor and/or exit an investment, or otherwise enable the portfolio entities in which certain Clients invest or Other Blackstone Accounts in which other Clients invest (such entities, “Portfolio Entities”) and their affiliates to make investment in or otherwise engage in certain businesses or activities. In addition, Blackstone may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although they may be intended to provide greater opportunities for certain Clients, may require such Clients to share such opportunities or otherwise limit the size of an investment that that the Client can otherwise make. Allocation of Personnel. Certain senior Blackstone professionals and the general partners of the Clients and their affiliates will devote such time as will be necessary to conduct the business affairs of the Registrant in an appropriate manner. However, Blackstone personnel serving as members of the general partners and/or certain senior Blackstone professionals will work on other projects and/or Other Blackstone Accounts, including, without limitation, as members of the investment committee and/or investment teams serving the Other Blackstone Accounts, will serve on other committees and have other responsibilities, including senior management responsibilities, throughout Blackstone and/or its portfolio entities. Time spent on other initiatives diverts attention from the activities of the 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. These and other factors create conflicts of interest in the allocation of time by Blackstone personnel. In this regard, however, a core group of Blackstone investment professionals will devote such time as is reasonably necessary to the business related to the Clients (and their respective investments) and their related entities (which may include separate accounts, dedicated managed accounts and/or investment funds formed for specific investments). The Registrant’s and the applicable general partner’s determination of the amount of time necessary to conduct the Clients’ activities will be conclusive, and the investors rely on the Registrant’s and the applicable general partner’s judgment in this regard. Co-Investment Opportunities. It is expected that the Clients will invest in co-investment opportunities that arise across the Other Blackstone Accounts. The Registrant, as investment advisor to the Clients, believes that it will be offered the opportunity to make a sufficient number of co-investments (on behalf of the Clients) so as to implement the Clients’ respective investment objectives. Such belief is based on, among other assumptions, recent Blackstone transactional activity and the Registrant’s assumption that the number and size of future Blackstone investment transactions will be consistent with recent historical practice. Blackstone, however, has no obligation to offer any co-investment opportunities to the Registrant (on behalf the Clients), and certain investors in Other Blackstone Accounts will have priority rights to co-investment opportunities relating to such Other Blackstone Accounts and while it is expected Blackstone may offer co-investment opportunities to the Registrant (on behalf of the Clients), the Clients will have no rights to any such opportunities. For example, any Other Blackstone Account offering a co-investment opportunity to the Registrant may determine (x) to instead present such co-investment opportunity to one or more limited partners of such Other Blackstone Account that has expressed an interest in participating in co- investment opportunities or to a fund or account formed by (or permitted to be formed by) such Other Blackstone Account’s investment advisor or its affiliates for the purpose of co- investing in transactions with such Other Blackstone Account to the extent that the required amount of the investment exceeds the amount of the investment deemed appropriate for such Other Blackstone Account (for example, to accommodate deal timing or to address regulatory requirements), (y) that the overall size of such co-investment opportunity is below a threshold determined by the general partner of such Other Blackstone Account to be appropriate for presentation to the Registrant (on behalf of the Clients) or (z) that it is otherwise contractually or legally restricted from presenting such co-investment opportunity to the Registrant (on behalf of the Clients). As a result, the Registrant may have an incentive to cause the Clients to make capital commitments to potential co-investment opportunities that (a) are otherwise not considered as attractive by third parties, including without limitation, because of the prior investment performance of such Other Blackstone Account or its investment team because the co-investment opportunity is in an asset class or region that is out of favor or has a risk-reward profile which is not considered attractive by third parties or (b) have a possibility of generating higher fees or carried interest to Blackstone than would arise from the investment of additional capital to an Other Blackstone Account instead. Correspondingly, the Registrant may have a disincentive to cause the Clients to make capital commitments to co-investment opportunities that (x) are otherwise in high demand or (y) are expected to generate relatively lower fees or carried interest to Blackstone than would arise if such co-investment opportunities were committed to other Blackstone-managed investment funds or vehicles. In addition, the Registrant may seek to cause a Client to participate in co-investment opportunities in amounts that are greater than the aggregate capacity available to the Clients as a whole. In such cases, the Registrant will determine the allocation among the Clients in a fair and reasonable, formulaic manner. Furthermore, in cases where the Registrant seeks to cause a Client to participate in co-investment opportunities in amounts that are equal to or less than the aggregate capacity available to the Clients as a whole, an Other Blackstone Account may nonetheless reduce the amount of such co-investment opportunities allocated to any of the Clients pursuant to the investment allocation policies applicable to such Other Blackstone Account. It is expected that certain Other Blackstone Accounts will permit Blackstone and its affiliates to make periodic co-investment election amounts, but the Clients will have no rights to any such election opportunities. Additionally, to the extent the amount of such elections increase, the amount of co-investment opportunities offered by such Other Blackstone Accounts to the Registrant (on behalf of the Clients) may decrease. On the other hand, Other Blackstone Accounts may have an incentive to offer a co-investment opportunity to the Registrant (on behalf of the Clients) in circumstances where capital needed for a transaction is not otherwise readily available. There can be no assurances that Blackstone’s future transactional activity and co-investment opportunities will meet the Registrant’s expectations, or that any such opportunities will be offered to the Registrant (on behalf of the Clients) in any particular amount. Other Fees; Fees from Portfolio Entities. Blackstone may receive fees from Portfolio Entities, the Clients and/or third parties as compensation for investment banking, underwriting, capital markets, placement, financial advisory, restructuring and advisory, consulting, asset / property management, insurance (including title insurance), monitoring, commitment, syndication, origination, servicing (including loan servicing), management consulting and other similar operational and finance matters, healthcare consulting / brokerage, group purchasing, organizational and financing, divestment and other services. Additionally, Blackstone may receive fees in connection with the deployment of capital by the Clients. Additionally, Blackstone may receive fees relating to the Clients’ investments or from unconsummated transactions (i.e., transactions, directors’, consulting, management, origination, closing, topping, break-up and other similar fees). In addition, although Blackstone does not presently intend to generally charge transaction and/or monitoring fees to portfolio entities, such fees, to the extent that they are charged to portfolio entities, would offset the management fee paid by investors by 100% of each such investor’s pro rata share of the net monitoring fees. To the extent Blackstone charges transaction and/or monitoring fees, in the case of monitoring fees, these may be payable as fixed dollar amounts or may be calculated as a percentage of EBITDA (or other similar metric). Any such fees that result in an offset to the management fee will only apply to the extent it is made as part of the applicable Clients’ investments in such company. As a result, in the case of directors’ fees, the management fee will not be reduced or offset to the extent any Blackstone employees or professionals receive directors’ fees relating to continued director service after the applicable Clients have exited the portfolio entity and/or following the termination of such employee’s employment with Blackstone. In addition, in certain instances, the Registrant may receive fees (including fees from Portfolio Entities) paid and/or borne by third parties in connection with a Client’s investment activities. For example, this may include fees associated with capital invested in connection with a joint venture in which a Client participates or otherwise with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which the Registrant performs services and / or fees associated with capital invested by co-investors relating to investments in which the Clients participate. Certain personnel at Blackstone and/or its affiliates may be seconded to one or more portfolio entities of Clients and/or Other Blackstone Accounts to provide finance-related and other services to such portfolio entities. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment will be borne (in whole or in part) by such portfolio entities. However, it is Blackstone’s current policy that the salary and benefits associated with secondments of personnel primarily engaged in sourcing fund investments will be borne by Blackstone and/or its affiliates. To the extent Blackstone and/or its affiliates receive any fees or expense reimbursement from such portfolio entities with respect to such personnel, they will not result in any offset to the management fee payable by the investors. The investors will not receive the benefit of any fees relating to a Client’s investments or paid by the Portfolio Entities. For the avoidance of doubt, although the financial advisory and restructuring business of Blackstone has been spun out, to the extent that any investment banking, fees, consulting fees (including management consulting), syndication fees, capital markets, syndication and advisory fees (including underwriting fees), origination fees, servicing fees, healthcare consulting / brokerage fees, fees relating to group purchasing, insurance fees (including title insurance), financial advisory fees, transaction fees, monitoring fees, directors’’ fees, loan servicing fees, break-up fees, topping fees, commitment fees, divestment fees, organizational fees, operations fees, financing fees, fees for asset / property management services, fees for mortgage services and other similar fees and annual retainers (whether in cash or in kind) are received by Blackstone, such fees will not be required to be shared with a Client or the investors and will not result in any offset to the management fee payable by investors. Fees that will result in an offset will generally be allocated pro rata among the Clients, Other Blackstone Accounts, co-investment vehicles, Blackstone’s side-by-side co- investment vehicles and other participants that, in each case, are participating (or intending to participate) in such investment and may give rise to conflicts of interest. The amount of such fees allocable to such other participating funds will not result in an offset of the management fee payable by the investors, even if such Other Blackstone Accounts and co-investment vehicles provide for lower or no management fees for the investors or participants therein (such as vehicles established in connection with Blackstone’s side-by-side co-investment rights, which generally do not provide for a management fee or carried interest payable by participants therein). Moreover, Blackstone and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Clients which will not be subject to management fee offset or otherwise shared with the Clients and/or portfolio entities. For example, airline travel or hotel stays incurred as a Client’s expense may result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Blackstone and/or such personnel (and not such Client, its investors and/or portfolio entities) even though the cost of the underlying service is borne by such Client and/or portfolio entities. In the event break-up or topping fees are paid to Blackstone 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 (including any vehicles established to facilitate the investment by Blackstone investors, such as in connection with Blackstone’s side- by-side co-investment rights) generally do not bear their share of broken deal expenses (such as reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) for unconsummated transactions, which would result in the Clients bearing more than its pro rata share of such amounts. While the Registrant will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of the Clients. In the case of acquisition fees, often times these will be calculated as a percentage of the total enterprise valuation of the transaction, which is generally the aggregate amount of invested capital and debt assumed or financed by the Clients and/or the Portfolio Entities and its subsidiaries and affiliates. The Clients may from time to time make real estate investments and / or hold real assets. To the extent the Clients invest in real estate, a Portfolio Entity may engage Blackstone Property Management (“BPM”), a Blackstone affiliate that provides property advisory, leasing oversight and development management services to certain Blackstone real estate investment properties primarily located in the United Kingdom and continental Europe, and BPM may receive fees for such services at competitive market rates as confirmed by the general partner alongside which (or in) the Clients invest from time to time. Blackstone has established a joint venture with Lexington National Land Services, an existing leading national title agent, to create a new title company. The new title company acts as an agent for certain large underwriters in issuing title policies and providing title services for investments by the Clients and Other Blackstone Accounts as well as non-Blackstone investments (where applicable). This title agent places title insurance and provides title services for property owned by or underlying investments of the Clients and/or Portfolio Entities of the Clients and/or Other Blackstone Accounts, and, as a result, Blackstone, through its interest in such entity, receives fees and compensation resulting from the Clients’ investments, and there is no related offset to the management fee. As a result, while Blackstone believes the affiliated title agent when engaged generally provides services at or better than those provided by third parties (even in jurisdictions where insurances rates are statutorily determined), there is an inherent conflict of interest that will incentivize Blackstone to engage its affiliated service provider over a third party. Blackstone (or its portfolio entities) may from time to time provide asset and/or property management services for a fee (including potentially incentive fees) with respect to assets sold by the Clients to a third party buyer. Such involvement of Blackstone as a provider of asset management services with respect to such assets may give rise to potential or actual conflicts of interest. While it is generally not expected that Blackstone will have an economic interest in such assets, it is possible that a buyer may require Blackstone as provider of such services to retain or acquire a stake in the asset as part of the overall service relationship therewith. Advisors and Operating Partners. Blackstone engages and retains strategic advisors, operating partners, senior advisors, industry experts, executive advisors, consultants and/or other professionals who are not employees or affiliates of Blackstone (which may include former Blackstone employees as well as current and former executive officers of Blackstone portfolio entities), including management teams and other professionals of portfolio entities, and who are expected, from time to time, to receive payments from, or allocations or performance- based compensation with respect to, portfolio entities (as well as from Blackstone or the Clients). In such circumstances, such amounts will not be deemed paid to or received by Blackstone and such amounts will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Blackstone, be subject to the offset provisions. Such other fees may give rise to conflicts of interest in connection with a Client’s investment activities, and while the Clients’ general partners and the Registrant will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of such Client. Conflicting Fiduciary Duties to Blackstone Accounts. Blackstone may structure an investment as a result of which Other Blackstone Accounts are offered the opportunity to participate in an investment allocated to a Client or where such Other Blackstone Accounts may hold or acquire interest in portfolio entities in which such Clients have indirect investments. Conversely, a Client may be offered an opportunity to participate in an investment or invest capital in an Underlying Vehicle that holds or subsequently acquires investments in which Other Blackstone Accounts or Other Blackstone Accounts have an interest. As investment advisor to both a Client and such Other Blackstone Accounts, Blackstone would owe a fiduciary duty to such Other Blackstone Accounts as well as to a Client. As such, Blackstone may, in certain instances, face a conflict of interest in respect of decisions made with regard to such Other Blackstone Accounts and the Clients (e.g., with respect to the terms of high-yield securities or other debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies, etc.) Other Blackstone Businesses and Activities. As part of its regular business, Blackstone provides a broad range of services. In addition, from time to time, Blackstone and its affiliates will provide services in the future beyond those currently provided. The Clients and their limited partners will not receive a benefit from any fees paid in connection with services. Blackstone may have relationships with, render services to or engage in transactions with government agencies and/or issuers or owners of securities that are, or are eligible to be, Client investment opportunities. As noted in the preceding paragraph, Blackstone affiliates are authorized to provide investment banking and advisory services, and to the extent such services are provided in the future, Blackstone and its affiliates may represent potential purchasers, sellers and other involved parties, including corporations, financial buyers, management, shareholders and institutions, with respect to investments that may be suitable for the Clients. In such a case, Blackstone’s client would typically require Blackstone to act exclusively on its behalf, thereby precluding the Clients from acquiring such assets. Blackstone will be under no obligation to decline any such engagements in order to make the investment opportunity available to the Clients. In connection with Blackstone’s capital markets business and the certain real estate advisory, investment banking and other services Blackstone’s affiliates may provide from time to time, Blackstone may determine that there are conflicts of interest or come into possession of information that limits its ability to engage in potential transactions. The Clients’ activities may be constrained as a result of these conflicts of interest and Blackstone’s inability to use such information. For example, employees of Blackstone may be prohibited by law or contract from sharing information with Blackstone’s professionals engaged with the business and operations of the Clients. Additionally, there may be circumstances in which one or more individuals associated with Blackstone or the Clients will be precluded from providing services to the general partners or the Registrant because of certain confidential information available to those individuals or to other parts of Blackstone. In certain sell-side and fundraising assignments, the seller may permit the Clients to act as a participant in such transactions, which would raise certain conflicts of interest inherent in such a situation (including as to the negotiation of the purchase price). Blackstone is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Clients. The Clients may be forced to sell or hold existing investments as a result of investment banking relationships or other relationships that Blackstone may have, or as a result of transactions or investments Blackstone and its affiliates may make or may have made. The Clients may also co-invest with other clients of Blackstone in particular investment opportunities, and the relationship with such clients could influence the decisions made by the Clients’ general partners or the general partners of any Other Blackstone Account alongside which the Clients invest with respect to such investments. Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Blackstone will be made available to the Clients. Blackstone has long-term relationships with a significant number of corporations and their senior management. In determining whether to invest in a particular transaction on behalf of the Clients, the Registrant will consider those relationships, which may result in certain transactions that the Registrant will not undertake on behalf of the Clients in view of such relationships. Blackstone will from time to time participate in underwriting or lending syndicates with respect to portfolio entities of the Clients, or may otherwise be involved in the public offering and/or private placement of debt or equity securities issued by, or loan proceeds borrowed by, the Clients’ portfolio entities, or otherwise in arranging financing (including loans) for portfolio entities or advising on such transactions. Such underwritings will be on either a firm commitment basis or may be on an uncommitted “best efforts” basis. A Blackstone broker- dealer may act as the managing underwriter or a member of the underwriting syndicate and purchase securities from the Clients or such portfolio entities. Blackstone may also, on behalf of the Clients or other parties to a transaction involving the Clients, effect transactions, including transactions in the secondary markets where it may nonetheless have a potential conflict of interest regarding the Clients and the other parties to those transactions to the extent it receives commissions or other compensation from the Clients and such other parties. Subject to applicable law, Blackstone may receive underwriting fees, discounts, placement commissions, lending arrangement and syndication fees or other compensation with respect to the foregoing activities, which are not required to be shared with the Clients or the investors and the management fee paid by the investors generally will not be reduced by such amounts. Blackstone may nonetheless have a potential conflict of interest regarding the Clients and the other parties to those transactions to the extent it receives commissions, discounts or such other compensation from such other parties. The Clients general partners will approve any transactions in which a Blackstone broker-dealer acts as an underwriter, as broker for the Clients, or as dealer, broker or advisor, on the other side of a transaction with the Clients only where the applicable general partner believes in good faith that such transactions are appropriate for the Clients and, by executing a subscription agreement for limited partnership interests (the “Interests”) in the Clients, the investors consent to all such transactions, along with the other transactions involving conflicts of interest described herein, to the fullest extent permitted by law. Sales of securities for the account of the Clients (particularly marketable securities) may be bunched or aggregated with orders for other accounts of Blackstone including other investment partnerships. It is frequently not possible to receive the same price or execution on the entire volume of securities sold, and the various prices may be averaged which may be disadvantageous to the Clients where Blackstone serves as underwriter with respect to a portfolio entity’s securities, the Clients may be subject to a “lock-up” period following the offering under applicable regulations during which time its ability to sell any securities that it continues to hold is restricted. This may prejudice the Clients’ ability to dispose of such securities at an opportune time. In addition, Blackstone may represent creditors or debtors in connection with out of court debt restructurings or workouts and with proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings. Blackstone may serve as advisor to creditor or equity committees established pursuant to such proceedings. This involvement, for which Blackstone typically is compensated, may limit or preclude the flexibility that the Clients may otherwise have to participate in or retain certain investments, and may require that the Clients dispose of an investment at an inopportune time. From time to time, Blackstone may represent creditors or debtors in connection with out of court debt restructurings or workouts and with proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings or will serve as advisor to creditor or equity committees established pursuant to such proceedings. This involvement, for which Blackstone typically is compensated, will from time to time limit or preclude the flexibility that the Clients would otherwise have to participate in or retain certain investments, and may require that the Clients dispose of an investment at an inopportune time. Blackstone employees, including employees of the Registrant, may invest in real estate private equity funds, hedge funds or other investment vehicles, including potential competitors of the Clients. The investors will not receive any benefit from any such investments. In addition, other present and future activities of Blackstone and its affiliates (including the Registrant) will, from time to time, give rise to additional conflicts of interest relating to the Clients and its investment activities. In the event that any such conflict of interest arises, the Registrant will attempt to resolve such conflicts in a fair and equitable manner. Investors should be aware that conflicts will not necessarily be resolved in favor of the Clients’ interests. 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 Partners Inc. (“PJT”), an independent financial advisory firm founded by Paul J. Taubman. While the new combined business operates independently from Blackstone and is not an affiliate thereof, nevertheless conflicts may arise in connection with transactions between or involving the Clients and their portfolio entities on the one hand and PJT on the other. Specifically, given that PJT is not an affiliate of Blackstone, there may be fewer or no restrictions or limitations placed on transactions or relationships engaged in by PJT’s new advisory business as compared to the limitations or restrictions that might apply to transactions engaged in by an affiliate of Blackstone. 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 in doing transactions involving PJT will still arise. The pre-existing relationship between Blackstone and its former personnel involved in such financial and strategic advisory services, the overlapping ownership, co- investment and other continuing arrangements, may influence Blackstone and/or the Registrant in deciding to select or recommend PJT to perform such services for the Clients (or a portfolio entity) (the cost of which will generally be borne directly or indirectly by the Clients or such entity, as applicable). Nonetheless, the Registrant and its affiliates will be free to cause the Clients and portfolio entities to transact with PJT generally without restrictions under the applicable offering and/or governing documents notwithstanding such overlapping interests in, and relationships with, PJT. In addition, one or more investment vehicles controlled by Blackstone may be established to facilitate participation in Blackstone’s side-by-side investment program by employees and/or partners of PJT. Successor Funds; Other Blackstone Accounts; Allocation of Investment Opportunities. Certain Other Blackstone Accounts may contractually or legally limit the investment opportunities available to the Clients. For example, the governing documents of certain products managed by GSO Capital Partners L.P., Blackstone Tactical Opportunities Advisors L.L.C. and Strategic Partners Fund Solutions Advisors, L.P. (each an affiliate of the Registrant) and certain Blackstone real estate products may require that co-investment opportunities first be offered to the investors in such product prior to any such opportunity being offered to the Clients. Therefore, allocations to the Clients may be limited. Other Blackstone Accounts may be similarly restricted. To the extent an Other Blackstone Account elects not to invest in such investment opportunity (or elect to invest in only a portion of such opportunity), such investment opportunity (or the remainder of such investment opportunity) may be allocated to any Other Blackstone Accounts and the Clients. Related to the above, Blackstone has adopted “first-call” guidelines in connection with determining allocations of investment opportunities among its business groups. Even though the “first-call” guidelines are non-exclusive and subject to the provisions of the applicable partnership agreement, including the factors described above. The application of such guidelines may result in the Clients or Other Blackstone Accounts not participating, or not participating to the same extent, in investment opportunities in which it would have otherwise participated had the guidelines not existed. The Registrant will seek to invest the assets of the Clients on a discretionary basis in good faith primarily in or alongside a range of Other Blackstone Accounts. Blackstone’s authority to invest the assets of the Clients in or alongside Other Blackstone Accounts may be subject to certain limitations and rise to actual or potential conflicts of interest, including with respect to the selection of such Other Blackstone Accounts and the terms of their investments. The risks associated with these investment programs depend largely on the investment strategies and investments of such Other Blackstone Accounts in which the Clients invest, and there can be no assurance that the activities of the Other Blackstone Accounts do not adversely affect the investment programs of the Clients. Various conflicts of interest could arise which may not be resolved in favor of the Clients, and accordingly, could adversely affect the performance of the Clients. For instance, certain Other Blackstone Accounts will employ a substantially identical strategy as that employed by one or more of the Clients. Such Other Blackstone Accounts will compete with the Clients for allocation of investments. Investment opportunities that may be potentially appropriate for one or more of the Clients may also be appropriate for Other Blackstone Accounts and there can be no assurance that the Clients will be allocated those investments they wish to pursue and investment opportunities may be allocated to the Other Blackstone Accounts instead of the Clients. In connection with the Clients, certain Clients may from time to time participate in investments in or relating to portfolio entities of other Clients. Any successor fund of the Clients may also participate in investments relating to portfolio entities in which the Clients have an investment (or vice versa), including, for example, investments in or relating to portfolio entities that represent “platform” investments where additional opportunities to invest are made available to the Clients, where the general partners and/or their affiliates determine that doing so is appropriate under the circumstances. Additionally, such related portfolio entities may be managed together (including, for example, the use of the same third party manager(s) or service provider(s)) or otherwise operated as part of the same “platform”, combined and/or otherwise sold together as a part of a single transaction or series of related transactions. Such arrangements may give rise to additional conflicts of interest in relation to the Clients, and their participation in any such investments may give rise to material conflicts of interest with, between or among the Clients and such other funds and vehicles. There can be no assurance that any such conflicts of interest will be resolved in favor of the Clients. Service Providers and Other Counterparties. Certain advisors and other service providers, or their affiliates (including accountants, administrators, paying agents, depositaries, lenders, bankers, brokers, attorneys, consultants, title agents and investment or commercial banking firms), to the Clients, Blackstone and/or certain portfolio entities in which the Clients have an investment also provide goods or services to, or have business, personal, financial or other relationships with, Blackstone, its affiliates and portfolio entities. For example, certain portfolio entities enter into agreements regarding group procurement (such as the group purchasing organization), benefits management, purchase of title and/or other insurance policies (which will from time to time be pooled across portfolio entities and discounted due to scale) from a third party or a Blackstone affiliate, and other similar operational, administrative or management related initiatives that result in commissions, discounts or similar payments to Blackstone or its affiliates (including personnel), including related to a portion of the savings achieved by the portfolio entity, and such commissions or payments generally will not offset the management fee payable to Blackstone. Such advisors and service providers referred to above may be investors in the Clients, affiliates of the general partners, sources of financing and investment opportunities or co-investors or commercial counterparties or entities in which Blackstone and/or an Other Blackstone Account has an investment, and payments by the Clients and/or Portfolio Entities generally would benefit Blackstone and/or such Other Blackstone Account. Additionally, certain employees of the Registrant and other professionals of Blackstone may have family members or relatives employed by such advisors and service providers or otherwise actively involved in (or have business, financial or other relationships with) relevant industries. For example, such family members or relatives might be employees, officers, directors or owners of companies or assets which are actual or potential investments of Clients or Underlying Vehicles or other counterparties of Clients or Underlying Vehicles and their portfolio entities and/or assets. Moreover, in certain instances, Clients or its portfolio entities may purchase or sell companies or 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. These relationships may influence Blackstone, the general partners and/or the Registrant in deciding whether to select or recommend or create such service providers to perform services for the Clients and/or a portfolio entity (the cost of which will generally be borne directly or indirectly by the Clients or such portfolio entity, as applicable) and may incentivize Blackstone to engage such service provider over another third party. The fees for services provided by such service providers may or may not be at the same rate charged by other third parties and Blackstone undertakes no obligations to select service providers who may have lower rates. Because Blackstone has many different businesses, including the Blackstone Capital Markets Group, which Blackstone investment teams and portfolio entities may engage to provide underwriting and capital market advisory services, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and subject to more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In most such circumstances, the Constituent Documents of each Client will not preclude such Client from undertaking any particular investment activity and/or transaction. However, Blackstone or Other Blackstone Accounts can be expected to enter into covenants that restrict or otherwise limit the ability of the Clients or their portfolio entities and their affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, certain Other Blackstone Accounts could have granted exclusivity to a joint venture partner that limits the Other Blackstone Accounts in which the Clients are invested from owning assets within a certain distance of any of the joint venture’s assets, or Blackstone or an Other Blackstone Accounts could have entered into a non-compete in connection with a sale or other transaction. Furthermore, other Blackstone businesses and their personnel may be prohibited by law or contract from sharing information with the Client’s general partner(s) that would be relevant to monitoring such Clients’ investments and other activities. These types of restrictions may negatively impact the ability of the Client’s to implement their investment program. To the extent Blackstone in its sole discretion determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by Blackstone in its sole discretion. In addition to the service providers (including portfolio entity service providers) and vendors described above, the Other Blackstone Accounts and their portfolio entities will engage in transactions with one or more businesses that are owned or controlled by Blackstone directly, not through one of its funds, including the businesses described below. These businesses may also enter into transactions with other counterparties of the Other Blackstone Accounts and their portfolio entities, as well as service providers, vendors and investors of the Other Blackstone Accounts in which the Clients are invested. Blackstone could benefit from these transactions and activities through current income and creation of enterprise value in these businesses. No fees charged by these service providers and vendors will offset or reduce management fees, unless otherwise required by the Clients’ partnership agreements. Furthermore, Blackstone, the Other Blackstone Accounts and their portfolio entities and their affiliates and related parties will use the services of these Blackstone affiliates, including at different rates. Although Blackstone believes the services provided by its affiliates are equal or better than those of third parties, Blackstone directly benefits from the engagement of these affiliates, and there is therefore an inherent conflict of interest. Blackstone-affiliated service providers, include, without limitation: COE. The Blackstone Center of Excellence, located in Gurgaon, India (the “COE”) is a captive center of resources administered by Blackstone and ThoughtFocus Technologies LLC (“ThoughtFocus”), an independent firm in which Blackstone holds a minority position and participates as a member of the board. The COE is expected to perform services for certain funds which may have historically been performed by Blackstone personnel, such as funds’ administrative services, data collection and management services, and technology implementation and support services, some of which may be paid for by the funds that receive such services. Blackstone, through its interest in ThoughtFocus, receives an indirect benefit resulting from the funds’ payments for such services. These fees do not offset management fees payable by the Limited Partners. Aquicore. Aquicore is a cloud-based platform that tracks, analyzes and predicts key metrics in real estate focused on the reduction of energy consumption. Blackstone holds a minority investment in Aquicore. Equity Healthcare. Equity Healthcare LLC (“Equity Healthcare”) is a Blackstone affiliate that negotiates with providers of standard administrative services and insurance carriers for health benefit plans and other related services and insurance carriers for cost discounts, quality of service monitoring, data services and clinical consulting. Because of the combined purchasing power of its client participants, which include unaffiliated third parties, Equity Healthcare is able to negotiate pricing terms from providers that are believed to be more favorable than those that the portfolio entities could obtain on an individual basis. The fees received by Equity Healthcare in connection with services provided to Investments will not offset the management fee payable by the Limited Partners. BTIG. In December 2016 certain funds made a strategic minority investment in BTIG. BTIG is a global financial services firm that provides institutional trading, investment banking, research and related brokerage services and may provide goods and services for the Partnership, Other Blackstone Accounts or any of their portfolio entities. Optiv. Optiv is a portfolio entity held by certain Blackstone private equity funds that provides a full slate of information security services and solutions and may provide goods and services for the funds and their portfolio entities. LNLS. Blackstone wholly owns a leading national title agency, Lexington National Land Services (“LNLS”), a title agent company. LNLS acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the Other Blackstone Accounts and third parties. LNLS focuses on transactions in rate-regulated U.S. states where the cost of title insurance is non- negotiable. LNLS will not perform services in nonregulated U.S. states for the Other Blackstone Accounts unless (i) in the context of a portfolio transaction that includes assets in rate regulated U.S. 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 providing only support services to the underwriter and not negotiating the title policy or issuing it 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. Blackstone receives distributions from LNLS in connection with investments by the Other Blackstone Accounts based on its equity interest in LNLS. In each case, there will be no related offset to the Other Blackstone Accounts. As a result, while Blackstone believes that venture will provide services at or better than those provided by third parties (even in jurisdictions where insurance rates are regulated), there is an inherent conflict of interest that would incentivize Blackstone to engage LNLS over a third party. Refinitiv. The Other Blackstone Accounts have historically used various pricing services, including Thompson Reuters. On October 1, 2018, a consortium led by Blackstone announced that private equity funds managed by Blackstone had completed an acquisition of Thomson Reuters’ Financial & Risk business (“Refinitiv”). As of the closing date of the transaction, the Blackstone-led consortium owned a 55 percent equity stake in Refinitiv. Refinitiv operates a pricing service that provides valuation services to the mutual fund industry and the Other Blackstone Accounts. The pricing information provided by Refinitiv to the Other Blackstone Accounts is substantially the same as the pricing information provided by Refinitiv to all other customers. BPM. Blackstone Property Management is a Blackstone affiliate that is expected to provide property management, leasing oversight, corporate services (including accounting and reporting), development and construction management, and transaction support services to certain of the Other Blackstone Accounts’ investment properties primarily located in the United Kingdom and continental Europe. Certain Blackstone-affiliated service providers and their respective personnel will receive a management promote, an incentive fee and/or other performance-based compensation or payments in respect of investments. Furthermore, Blackstone-affiliated service providers may charge costs and expenses based on allocable overhead associated with personnel working on relevant matters (including salaries, benefits and other similar expenses), provided that these amounts will not exceed market rates as determined by the Registrant to be appropriate under the circumstances. Blackstone will make determinations of market rates (i.e., rates that fall within a range that Blackstone has determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms) based on its consideration of a number of factors, which are generally expected to include Blackstone’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by Blackstone to be appropriate under the circumstances. In respect of benchmarking, while Blackstone often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by Blackstone affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services (e.g., within property management services, different assets may receive different property management services). In addition, benchmarking data is based on general market and broad industry overviews, rather than determined on an asset by asset basis. As a result, benchmarking data does not take into account specific characteristics of individual assets then owned or to be acquired by an Other Blackstone Account (such as location or size), or the particular characteristics of services provided. For these reasons, such market comparisons may not result in precise market terms for comparable services. Expenses to obtain benchmarking data will be borne by the Other Blackstone Accounts and their respective portfolio entities and will not offset the management fee. Finally, in certain circumstances Blackstone may determine that third party benchmarking is unnecessary, either because the price for a particular good or service is mandated by law (e.g., title insurance in rate regulated states) or because Blackstone has access to adequate market data to make the determination without reference to third party benchmarking. One or more such service providers may become available for acquisition by the Clients as an investment (as a single asset or as part of an operating platform). In such transactions, Blackstone, one or more portfolio entities and/or Other Blackstone Account may be a seller to the Clients and/or participate alongside the Clients as a buyer. The general partners and/or the Registrant are expected to establish a valuation methodology in relation to the acquisition of any such service provider. In addition, before entering into any such transaction with respect to any such service provider, it is anticipated that the general partners and/or the Registrant will obtain such consents that may be required under the Advisers Act or other applicable laws or regulations and, by executing a subscription agreement for interests in the applicable partnership agreement, a limited partner consents to all such transactions to the fullest extent permitted by law. In addition, investment banks or other financial institutions, as well as Blackstone employees, may also be investors in the Clients. These institutions and employees are a potential source of information and ideas that could benefit the Clients. The Registrant has procedures in place reasonably designed to prevent the inappropriate use of such information by the Clients. Advisors and service providers, or their affiliates, often charge different rates or have different arrangements for services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used by the Clients and/or a portfolio entity are different from those used by Blackstone (including its personnel), the Registrant or its affiliates (including its personnel), Blackstone may pay different amounts or rates than those paid by the Clients and/or a portfolio entity. In addition, certain advisors and service providers (including law firms) may temporarily provide their personnel to Blackstone, the Clients, Other Blackstone Accounts or their portfolio entities pursuant to various arrangements including at cost or at no cost. While often the Clients, Other Blackstone Accounts and their portfolio entities are the beneficiaries of these types of arrangements, Blackstone is from time to time a beneficiary of these arrangements as well, including in circumstances where the advisor or service provider also provides services to the Clients in the ordinary course. Such personnel may provide services in respect of multiple matters, including in respect of matters related to Blackstone, its affiliates and/or portfolio entities and any costs of such personnel may be allocated accordingly. Blackstone’s Treasury group may provide foreign currency exchange (“FX”) services to the Clients or the Other Blackstone Accounts for FX trades under a certain threshold. Based on its current practices (which are subject to change in the future), at the request of the Clients or Other Blackstone Accounts, the Blackstone Treasury group will exchange foreign currencies from Blackstone’s own account on behalf of the Clients or the Other Blackstone Accounts based on the end of day mid-market rate published by Bloomberg on the immediately preceding business day, and does not currently charge any fees for providing such service (apart from the same market-rate bank/wire fees the Clients or the Other Blackstone Accounts would incur on any FX payment or receipt regardless of counterparty). Similarly, Blackstone, its affiliates, the Clients, the Other Blackstone Account and/or their portfolio entities may enter into agreements or other arrangements with vendors and other similar counterparties (whether such counterparties are affiliated or unaffiliated with Blackstone) from time to time whereby such counterparty may charge lower rates (or no fee) and/or provide discounts or rebates for such counterparty’s products and/or services depending on certain factors, including without limitation, volume of transactions entered into with such counterparty by Blackstone, its affiliates, the Clients, the Other Blackstone Account and their portfolio entities in the aggregate. For example, certain portfolio entities enter into agreements regarding group procurement (such as CoreTrust, an independent group purchasing organization), benefits management, purchase of title and/or other insurance policies (which will from time to time be pooled across portfolio companies and discounted due to scale) from a third party or a Blackstone affiliate, and other similar operational, administrative or management related initiatives that result in commissions, discounts, rebates or similar payments to Blackstone or its affiliates (including personnel), including related to a portion of the savings achieved by the portfolio entity. However, the Registrant and its affiliates have a longstanding practice of not entering into any arrangements with advisors or service providers that could provide for lower rates or discounts than those available to the Clients and/or a portfolio entity for the same services. Portfolio Entity Relationships. The Clients’ portfolio entities are or will be counterparties or participants in agreements, transactions or other arrangements with portfolio entities of other investment funds managed by Blackstone or other Blackstone affiliates, or certain third-party service providers that, would not have otherwise been entered into but for the affiliation or relationship with Blackstone, and which involve fees, commissions, servicing payments, discounts, rebates and or other benefits to Blackstone, its affiliates (including personnel) and/or a portfolio entity which are not subject to the management fee offset provisions described herein. For example, Blackstone may cause the Clients’ investments to enter into agreements regarding group procurement (such as the group purchasing organization), benefits management, purchase of title and/or other insurance policies (which will from time to time be pooled across portfolio entities and discounted due to scale) and other operational, administrative or management related matters from a third party or a Blackstone affiliate, and other similar operational initiatives that result in commissions or similar payments, including related to a portion of the savings achieved by the portfolio entity, and in each case payments made to Blackstone in connection therewith will not be subject to the management fee offset provisions otherwise described herein. To the extent that a portfolio entity of an Other Blackstone Fund is providing such a service, such portfolio entity and such Other Blackstone please register to get more info

The Registrant is governed by the Blackstone Code of Ethics (the “Code of Ethics”). The Code of Ethics governs a number of potential conflicts of interest which exist when providing advisory services to the Clients. The Code of Ethics is designed to ensure that the Registrant meets its fiduciary obligation to the Clients (or prospective clients) and to instill a culture of compliance within the Registrant. 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 Registrant 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
• 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.
Certain Potential Conflicts of Interest
Blackstone offers many different products and services, and there are several potential conflicts of interest which may arise, including, but not limited to, those investment related potential conflicts identified in Item 10 – Other Financial Industry Activities and Affiliations and below. The Registrant has adopted policies and procedures to address such potential conflicts of interest. Potential investors are encouraged to also review the information and disclosures regarding certain potential risk factors and potential conflicts of interest included in the separate offering and/or disclosure documentation and Constituent Documents provided to potential investors with respect to the Clients. The Registrant’s related persons may from time to time have bought or sold, or may subsequently buy or sell, for their personal accounts, securities which may also be purchased or sold for the accounts of the Clients. The Registrant and its related personnel are subject to guidelines governing the ability to trade in personal accounts. The guidelines generally require that such trading be conducted for investment rather than speculative purposes and that all such personal securities transactions (other than certain transactions excepted under the Code of Ethics) receive pre-clearance from the Blackstone Legal and Compliance Department. As of January 1, 2019, Blackstone has prohibited the purchase of all single-name securities by all related personnel. These guidelines are designed to comply with SEC requirements that registered investment advisors 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. The Code of Ethics is available for review upon request. Clients may request a copy of the Code of Ethics by contacting Jeffrey Iverson - Chief Compliance Officer at +1 (212) 583-5000 or [email protected]. please register to get more info

The Registrant will not generally trade in public securities; however, in the event the Registrant executes a brokerage transaction for a Client (e.g., trades in public securities or enters into hedging transactions), the Registrant will generally enter into such transactions on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the Registrant believe to be of benefit to the Clients.
Principal Transactions and Cross Trades
The Registrant or an affiliate on occasion may engage in principal transactions with a Client. A principal transaction occurs when an investment advisor, acting for its own account (or the account of an affiliate) buys a security from, or sells a security to, a client’s account. The Registrant will conduct all principal transactions according to the disclosure and client consent requirements of Section 206(3) of the Advisers Act. The Registrant must determine that any principal transaction is in the best interest of the participating Client. The Registrant, to the extent permitted under applicable law, also may effect cross transactions in which the Registrant causes a transaction to be effected between a Client and another account advised by the Registrant or any of its affiliates (a “Cross Trade”). Cross trades, which may or may not constitute principal transactions, will be conducted in accordance with the Registrant’s fiduciary responsibility to each participating Client, must be in the best interest of each participating Client and must be consistent with the Registrant’s duty to seek best execution. An Independent Client Representative will be retained for the Clients, as needed, for purposes of considering whether to grant, and granting or withholding, client (including, as pertinent, investors in the Client) consent to certain transactions that may give rise to conflicts of interest.
Trade Errors
Trade errors will be evaluated on a case-by-case basis. If the Registrant determines that the Registrant’s gross negligence, willful misconduct or fraud was the direct cause of a trade error, the Registrant generally will compensate the affected Client for any losses resulting from such trade error. If a third party’s negligence or other wrongdoing causes a trading error that is material to a Client, the Registrant will attempt to recover the amount of loss from the third party for such Client. The Registrant does not assume responsibility for compensating the applicable Client, or making the third party compensate the applicable Client, in such cases.
Underlying Managers
The managers of the Other Blackstone Accounts and the third party managers which manage the Third Party Vehicles engage brokers based on their own criteria. To the extent the Registrant effectuates any brokerage transactions in the future, there will be no limitations as to which broker-dealers are used or as to the commission rates or similar charges paid, subject to the Registrant’s duty to seek best execution.
Research and Other Soft Dollar Benefits
The Registrant does not currently utilize soft dollars to pay for research or brokerage services. To the extent the Registrant utilizes soft dollars in the future, it will do so within the safe harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Section 28(e) safe harbor”). Research products or services might include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, and other products or services used by the Registrant in the performance of its investment decision- making responsibilities. Managers of the Other Blackstone Accounts may use soft dollars both within and outside of the Section 28(e) safe harbor to obtain both research and non-research products and services.
Brokerage for Client Referrals
The Registrant does not use brokerage relationships for client referrals. The Registrant does not currently engage any unaffiliated person or entity to provide client referrals, although it may do so in the future. please register to get more info

Review of Accounts
The Clients’ accounts and investment positions will be monitored by the Registrant’s investment professionals, including certain senior Blackstone investment professionals, and the certain BIS committees and/or subcommittees (collectively, the “Committees”), on a regular and current basis. One or more of the Committees will consist of certain senior Blackstone professionals, some of whom will be Senior Managing Directors or Managing Directors from a number of Blackstone’s other investment businesses. One or more of the Committees will hold formal sessions regularly and meet ad hoc or make decisions by email as required to review and/or approve:
• Compliance with the investment strategy and limitations of the provided in the Investment Guidelines of the relevant Client
• General portfolio composition
• Strategy allocation percentages
• Investment concentrations
• Investment allocations and opportunities
• Constrained Opportunities
• Co-investments
• Market conditions
• Potential conflicts of interest
• Recent trading activities Additionally, one or more of the Committees may periodically review on an expedited basis the assets of the Clients following a unique occurrence in the financial industry or market generally.
Reports to Investors
The Clients and investors therein will receive reporting as agreed upon between the Registrant and/or the Clients and such investors in the Clients and as described in the relevant Constituent Documents. The Registrant makes use of a website, BX Access, available at www.bxaccess.com for the distribution of reports and other information to the Clients and investors in the Clients. Certain investors in the Clients may request additional information relating to the Clients and, to the extent such information is readily available or may be obtained without unreasonable effort or expense, the Registrant generally will provide such investors with the information requested. 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 may be able to take actions on the basis of such information which, in the absence of such information, other investors do not take. please register to get more info

BAP may serve as a placement agent for the Clients in the U.S. but will not be compensated for such services. Typically, third-party solicitors (if any) will receive a portion of the management fee paid and/or performance allocation made to the Registrant or its affiliates (although other payment arrangements could exist). If third-party solicitors are engaged, a prospective investor solicited by a third party may be informed of (and may be asked to acknowledge in writing its understanding of) any such arrangement. Any such fees for these solicitation services will be ultimately paid/borne by the Registrant through a corresponding reduction in the management fee or other transfer and none of the investors in the Clients will be subject to any increased or additional fees or charges. Third-party solicitors in the U.S. will be registered as broker-dealers with the SEC. Third-party solicitors outside the U.S. will be registered with a non-U.S. regulatory body to the extent such registration is required in the applicable non-U.S. jurisdiction. please register to get more info

Rule 206(4)-2, as amended (the “Custody Rule”), under the Advisers Act defines custody as holding client securities or funds or having any authority to obtain possession of them. The Registrant may be deemed to have custody of the Clients’ funds. In such instances, the Registrant will comply with the provisions of the Custody Rule and will either provide the Clients with account statements on a quarterly or more frequent basis from their applicable custodians or will have securities verified by actual examination at least annually by an independent public accounting firm at a time chosen by the accounting firm without prior notice to the Registrant (a “Surprise Examination”). If a Surprise Examination is conducted, the accounting firm’s report concerning the Surprise Examination will be publicly available on the Form ADV-E at the website provided on the cover page of this Brochure. please register to get more info

Investment decisions are made within the investment guidelines as described in the applicable Client’s Constituent Documents. The Registrant has discretion in determining the Underlying Accounts in or alongside which the Clients may invest and the amount to invest. In making investment decisions on behalf of the Clients, the Registrant will seek to invest their assets across a range of Other Blackstone Accounts and, where applicable, other investment opportunities and asset classes related thereto in good faith in accordance with their respective investment guidelines and Constituent Documents. please register to get more info

Rule 206(4)-6 under the Advisers Act (the “Proxy Rule”) requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Because the Registrant may be deemed to have authority to vote proxies relating to the companies in which its clients invest, the Registrant has adopted a set of policies and procedures (together, the “Proxy Policy”) in compliance with the Proxy Rule. To the extent that the Registrant exercises or is deemed to be exercising voting authority over its clients’ securities, the Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting with respect to proxy proposals, amendments, consents or resolutions (collectively, “proxies”) is exercised in a manner that serves the best interest of the Clients, as determined by the Registrant in its sole discretion. From time to time, conflicts may arise between the interests of a Client, on the one hand, and the interests of the Registrant, Blackstone or its affiliates, on the other hand. If the Registrant determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, the Registrant will address matters involving such conflicts of interest on a case-by-case basis in a fair and equitable manner, subject to legal, regulatory, contractual or other applicable considerations. The Registrant, in its sole discretion, may elect not to vote a proxy if unduly burdensome. The Clients and investors therein may request a copy of the Proxy Policy and the voting records relating to proxies as provided by the Proxy Rule by contacting Jeffrey Iverson - Chief Compliance Officer; (212) 583-5000; [email protected]. please register to get more info

The Registrant has never filed for bankruptcy as of the date of this Brochure and is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to the Clients.
Item 19 – Requirements for State Registered Advisers
Not applicable as the Registrant is not registered in any state. please register to get more info