BLACKSTONE MANAGEMENT PARTNERS L.L.C.
- Advisory Business
- Fees and Compensation
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
Blackstone Management Partners L.L.C. (“BMP”) is a Delaware limited liability company. BMP provides investment advisory services to (i) Blackstone Capital Partners V L.P., BCP V-S L.P., Blackstone Capital Partners V-AC L.P. and any parallel or alternative investment vehicles relating to them (collectively, “BCP V”), (ii) Blackstone Capital Partners VI L.P. and any parallel or alternative investment vehicles relating to it (collectively, “BCP VI”), (iii) Blackstone Capital Partners VII L.P., Blackstone Capital Partners VII.2 L.P. and any parallel or alternative investment vehicles relating to them (collectively, “BCP VII”), and (iv) Blackstone Capital Partners Asia L.P. and any parallel or alternative investment vehicles relating to it (collectively, “BCP Asia” and together with BCP V, BCP VI and BCP VII, the “BCP Funds”). Each of the BCP Funds is an investment fund which specializes in leveraged buyouts and other principal investments. BMP also serves as investment adviser to Blackstone Energy Partners L.P. and any parallel or alternative investment vehicles relating to it (collectively, “BEP I”), Blackstone Energy Partners II L.P., Blackstone Energy Partners II.F L.P. and any parallel or alternative investment vehicles relating to them (collectively, “BEP II”), Blackstone Energy Partners III L.P. and any parallel or alternative investment vehicles relating to it (collectively, “BEP III” and together with BEP I and BEP II, the “BEP Funds”). Affiliates of BMP serve as the general partner (the “BMP General Partner”) of each of the BCP Funds and the BEP Funds. BMP has been in business since October 2005. BMP’s regulatory assets under management (“RAUM”) were $58,640,674,628 as of December 31, 2018. Blackstone Core Equity Advisors L.L.C. (“BCEA”), a relying adviser of BMP, is a Delaware limited liability company that was established in 2015. BCEA provides investment advisory services to Blackstone Core Equity Partners L.P., a Delaware limited partnership (“BCEP”) any parallel funds, managed accounts, arrangements or alternative investment vehicles relating to the foregoing and other investment vehicles having the same or similar investment objections as BCEP, including the parallel vehicles (the “BCEP Parallel Vehicles,” and collectively with BCEP, the “BCEP Funds”). Each of the BCEP Funds is an investment fund which may hold one or more principal investments. Affiliates of BCEA serve as the general partner (the “BCEP General Partner”) of each of the BCEP Funds. BCEA has been in business since March 2015. BCEA’s RAUM were $5,341,162,290 as of December 31, 2018. Blackstone Communications Advisors I L.L.C. (“BCOM”), a relying adviser of BMP, is a Delaware limited liability company. BCOM provides investment advisory services to Blackstone Communications Partners I L.P and any parallel or alternative investment vehicles relating to it (collectively, the “BCOM Funds”), which are investment funds specializing in leveraged buyouts and other principal investments in communications related investments. An affiliate of BCOM serves as the general partner (the “BCOM General Partner”) of each of the BCOM Funds. BCOM has been in business since July 2000. BCOM’s RAUM were $41,151,457 as of December 31, 2018. Blackstone Clean Technology Advisors L.L.C. (“BCTA”), a relying adviser of BMP, is a Delaware limited liability company. BCTA provides investment advisory services to Blackstone Clean Technology Partners L.P. and any parallel or alternative investment vehicles relating to it (the “BCTA Funds,” which are investment funds specializing in the cleantech energy sector). An affiliate of BCTA serves as the general partner (the “BCTA General Partner”) of each of the BCTA Funds. BCTA has been in business since January 2009. BCTA’s RAUM were $14,436,890 as of December 31, 2018. Blackstone Management Partners IV L.L.C. (“BMP IV”), a relying adviser of BMP, is a Delaware limited liability company. BMP IV provides investment advisory services to Blackstone Capital Partners IV L.P. and any parallel or alternative investment vehicles relating to it (collectively, the “BCP IV Funds”) BCP IV is an investment fund which specializes in leveraged buyouts and other principal investments. An affiliate of BMP IV serves as the general partner (the “BCP IV General Partner”) of each of the BCP IV Funds. BMP IV has been in business since September 2001. BMP IV’s RAUM were $785,424,054 as of December 31, 2018. BMP, BCEA, BCOM, BCTA and BMP IV are collectively referred to herein as the “PE Advisers.” The BCP General Partners, BCP Asia General Partner, BEP General Partner, BCEP General Partner, BCOM General Partner and BCP IV General Partner are collectively referred to herein as the “General Partners.” The BCP Funds, the BEP Funds, the BCEP Funds, the BCOM Funds, the BCTA Funds and the BCP IV Funds are collectively referred to herein as the “Funds.” The ultimate parent of each PE Adviser is The Blackstone Group Inc., a publicly traded corporation listed on the New York Stock Exchange that trades under the ticker symbol “BX”. 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. The Blackstone Group Inc. (together with its affiliates, “Blackstone”) is a leading global alternative investment manager with investment vehicles focused on the private equity, real estate, hedge fund solutions, non-investment grade credit, secondary private equity funds of funds and multi-asset class strategies. Please see Item 10 – Other Financial Industry Activities & Affiliations for more information. Description of Advisory Services: BMP serves as investment advisor to the BCP Funds and the BEP Funds pursuant to the terms of investment advisory agreements (the “Advisory Agreements”) between BMP and each of the BCP Funds and the BEP Funds, and makes investment decisions for the BCP Funds and BEP Funds including by evaluating the BCP Funds’ and BEP Funds’ investments. BCEA serves as investment advisor to the BCEP Funds pursuant to the terms of Advisory Agreements between BCEA and each of the BCEP Funds, and makes investment decisions for the BCEP Funds including by evaluating the BCEP Funds’ investments. BCOM serves as investment advisor to the BCOM Funds pursuant to the terms of Advisory Agreements between BCOM and each of the BCOM Funds, and makes investment decisions for the BCOM Funds including by evaluating the BCOM Funds’ investments. The investment period for the BCOM Funds ended on June 29, 2006. The BCOM Funds’ only new commitments of capital are to existing investments. BCTA serves as investment advisor to the BCTA Funds, pursuant to the terms of Advisory Agreements between BCTA and each of the BCTA Funds, and makes investment decisions for the BCTA Funds including by evaluating the BCTA Funds’ investments. The investment period for the BCTA Funds ended on April 18, 2011. The BCTA Funds’ only new commitments of capital are to existing investments. BMP IV serves as investment advisor to the BCP IV Funds, pursuant to the terms of Advisory Agreements between BMP IV L.L.C. and each of the BCP IV Funds, and makes investment decisions for the BCP IV Funds including by evaluating the BCP IV Funds’ investments. The investment period for the BCP IV Funds ended on December 6, 2005. The BCP IV Funds’ only new commitments of capital are to existing investments. The individual needs of the investors in the Funds are not the basis of investment decisions by the PE Advisers. Investment advice is provided directly to the Funds by the relevant PE Adviser and not individually to the Funds’ investors. Through a series of delegation agreements, BMP also provides specific portfolio management services to certain private investment funds managed by an affiliated alternative investment fund manager for the purposes of the European Union Alternative Investment Fund Managers Directive (“AIFMD”). please register to get more info
Management Fees and Performance Fees As per the Advisory Agreements with each of the Funds, each PE Adviser is entitled to compensation for its services in the form of a management fee (the “Management Fee”), generally payable quarterly either in advance or in arrears. The Management Fee varies by investor and the size of their commitments and is based on either invested capital, remaining uninvested capital or committed capital. In certain cases, the Management Fee will be reduced for investments made by an investor in a Fund above a specified dollar amount. Prorated refunds would be provided for partial quarters, if any, to the extent applicable. For certain Funds, the PE Adviser may agree to waive management fees for a specified period of time following the Fund’s effective date with respect to Fund investors that have certain characteristics, such as if a Fund investor participates in an initial closing of a Fund or makes a commitment to a Fund above a certain threshold. As set forth in Item 6 below, the General Partners of the Funds are each eligible to receive performance-based or “carried interest” allocations. The Confidential Private Placement Memorandum (as supplemented from time to time) and the Partnership Agreement and Advisory Agreements (collectively, the “Organizational Documents”) of each Fund include further details on fees and compensation and related matters. Management Fees and performance-based allocations are either withheld from distributions or, in the case of Management Fees, invoiced at an appropriate time pursuant to a capital call notice. Certain investors in the Funds, including current and/or former senior advisors, employees, officers and retired partners of Blackstone, chief executive officers of Blackstone Portfolio Entities (as defined herein), investment funds advised by Blackstone Multi-Asset Advisors L.L.C. (“BTAS Funds”), employees of PJT Partners Inc. (“PJT”), BREP Funds, BREDS Funds, BIP Funds, GSO Funds, Strategic Partners, Life Sciences BIS Funds, BAAM Funds (including BSOF), BSCH, Blackstone Life Sciences Funds, BTO Funds, BXMT Funds (each as defined herein) and certain other investment funds, managed accounts and/or other similar arrangements otherwise advised, managed or operated by Blackstone (and including such future investment funds, managed accounts and/or other similar arrangements) and any successors thereto (collectively, “Other Blackstone Clients”) and/or charitable programs, endowment funds and related entities established by or associated with any of the foregoing (including any trusts, family members, family investment vehicles, estate planning vehicles, descendant, trusts and other related persons or entities) (“Blackstone Investors”), will not pay Management Fees and/or performance-based allocations in connection with their investment in the Funds or Blackstone- sponsored funds that make investments in or alongside one or more of the Funds. Notwithstanding the foregoing, such investors will either directly pay for their pro rata share of certain Fund expenses (as described below), or the pro rata amount of such expenses will be allocated to the General Partners or their affiliates. In addition, to the extent current and/or former partners, employees, advisors and other persons referred to above, including their charitable programs, endowment funds and related entities established by or associated with any of the foregoing (including any trusts, family members, family investment vehicles, estate planning vehicles, descendants, trusts and other related persons or entities) and related entities, make capital commitments and/or otherwise invest in or alongside the Funds, any such amounts may, in each General Partners sole discretion, be treated as satisfying the applicable portion of any required capital commitment of such General Partner and/or its affiliates to the applicable Fund (even in circumstances where any such commitments or investments are made following a separation from Blackstone). For more information with respect to the allocation of Fund expenses, please see “Expenses” in Item 5 below. In addition, from time to time, Blackstone may enter into economic and/or fee sharing arrangements with respect to one or more Funds and/or certain limited partners thereof, which rights will not generally be made available to other limited partners. Blackstone Strategic Relationships In addition, Blackstone has entered, and it can be expected that Blackstone in the future will enter, into strategic relationships (“Strategic Relationships”) with investors that incorporate one or more investment strategies in addition to that of any particular Blackstone fund. A Strategic Relationship often involves an investor agreeing to make a capital commitment to multiple Blackstone funds, one or more of which may include a Fund. Investors will not receive a copy of any agreement memorializing a Strategic Relationship program (even if in the form of a side letter) and will be unable to elect any such rights or benefits afforded through a Strategic Relationship. Specific examples of such additional rights and benefits include, among others, specialized reporting, discounts on and/or reimbursement of management fees and/or carried interest or preferential or favorable rights applied to some or all of the relevant investment program and/or investment vehicles (including, as applicable, any of the Funds), secondment of personnel from the investor to Blackstone (or vice versa), as well as priority rights or targeted amounts for co-investments alongside Blackstone funds (including, without limitation, preferential allocation of co-investment, and preferential terms and conditions related to co- investment or other participation in Blackstone vehicles (including any carried interest and/or management fees to be charged with respect thereto)). The co-investment that is part of a Strategic Relationship may include co-investment in investments made by a Fund. Strategic Relationships may therefore result in fewer co-investment opportunities (or reduced allocations) being made available to other investors in the Funds. Other Fees Payable to the PE Advisers and their Affiliates In addition, pursuant to the Advisory Agreements with certain BCP Funds and BEP Funds, BMP may charge investors with capital commitments below a certain threshold a servicing fee (the “Servicing Fee”), subject to the right of the applicable General Partner, in its sole discretion, to reduce or waive such fee. The Servicing Fee is generally equal to a percentage based on capital commitments (and based on invested capital after the end of the investment period) and payable quarterly in arrears. In addition to the Management Fee, Servicing Fee and performance-based allocations (see Item 6 below), each PE Adviser and its affiliates may also receive a variety of other fees as part of the investment activities of the Funds, including, without limitation, syndication and financial advisory fees (including underwriting fees), monitoring fees, organization and financing fees and similar fees for arranging acquisitions and other major financial restructurings, commitment, transaction, break-up and topping fees, operational fees, divestment fees and directors’ fees, fees for services related to group purchasing, healthcare consulting/brokerage, investment banking, capital markets, credit origination, loan servicing and/or other types of insurance, management consulting and other similar operational and finance matters, and/or other fees and annual retainers from (or, with respect to) the Funds’ Portfolio Entities. The Management Fee paid by Fund investors may be offset by a specified percentage (ranging from 50% to 100% depending on the type of fee and the Fund) of the net break-up, topping, commitment (including fees received in respect of guarantees as contemplated by the applicable partnership agreement), monitoring, transaction, directors’ and organizational fees received by the PE Adviser and its affiliates net of reasonable out-of-pocket expenses incurred by the PE Adviser and its affiliates. The Management Fee offset provisions for the Funds vary based on the terms of the Funds’ respective Organizational Documents, but generally 100% of each Fund’s pro rata share of certain specified fees set forth in the Organizational Documents (net of reasonable out of pocket expenses incurred by the PE Advisers) will be applied to reduce Management Fees (not below zero). Any other fees received by a PE Adviser would not offset the Management Fee or performance-based allocations except as specifically provided in the relevant Fund’s Organizational Documents. Any such fees that result in an offset to the Management Fee only apply to the extent it is made as part of the Funds’ investments in such Portfolio Entities. 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 Funds have exited the Portfolio Entities and/or following the termination of such employee’s employment with Blackstone. Certain of the Funds bear the cost of fund administration services provided by Blackstone employees (including the allocation of their compensation) and/or internal costs attributable to Blackstone’s Portfolio Operations Group (which works with Portfolio Entity management to help Portfolio Entities become more productive, efficient and valuable), and except in certain limited circumstances or with respect to certain Funds, such amounts will not offset management fees. Fund investors should carefully consult the applicable Fund’s offering documents and Organizational Documents to determine the fees, if any, that can be offset and the management fee offset percentage, if any, applicable to the Funds in which they are invested (See “Other Fees Received by the PE Advisers and their Affiliates” in Item 10 below). In addition, each PE Adviser may also engage and retain on behalf of its Funds and/or their Portfolio Entities strategic advisors, consultants, senior advisors, industry experts, executive advisors and other similar professionals who are not employees or affiliates of that PE Adviser and who may, from time to time, receive payments from, or allocations with respect to, Portfolio Entities or the Funds, and such amounts will not offset the Management Fee paid by the Funds (See “Advisors, Consultants and Partners” in Item 10 below). The precise amount of, and the manner and calculation of, the fees and compensation described above, including the Management Fee, Servicing Fee and performance-based compensation, are established by the PE Adviser through negotiations with investors in each Fund, and the offering documents, the Organizational Documents and the Advisory Agreement of each Fund include further details on such fees, compensation and related matters. Expenses The following is a list of expenses that are typically borne by the Funds (and indirectly by the limited partners of the Funds). This list is not intended to be exhaustive; prospective and existing investors in the Funds are advised to review the applicable Fund offering materials and Organizational Documents for a more extensive description of the expenses associated with an investment in the Funds. Subject to the limitations set forth in the Organizational Documents, costs, expenses and charges specifically attributed or allocated by each PE Adviser and its affiliates to the Funds may exceed what would be paid to an unaffiliated third party for substantially similar services. Legal fees (including costs for in-house transactional legal advice and/or services allocated by the Adviser to the Funds or their portfolio entities on matters related to potential or actual investments or transactions and other legal matters of the Funds). Placement fees. Regulatory filing fees of the Funds, including but not limited to compliance with U.S. federal and state securities laws and international laws, such as the AIFMD. Expenses related to the relevant PE Adviser’s compliance matters and regulatory filings to the extent they relate to its Funds’ activities (e.g., Form PF, U.S. Commodity Futures Trading Commission (“CFTC”) filings, AIFMD filings (including any costs associated with the AIFMD marketing passport)) and any related regulations, including costs and expenses of collecting and calculating data and preparation of regular reports to be filed with EEA member states. Administrative fees, expenses and/or charges (See “Other Fees Received by the PE Advisers and their Affiliates” in Item 10 below). Organizational expenses associated with operating the Funds. Operating expenses. Consultant and senior advisor expenses (See “Advisors, Consultants and Partners” in please register to get more info
Technology expenses (which may include internally allocated charges for certain Funds). Accounting fees. Taxes, tax-related interest and expenses related to the preparation and delivery of any entity-level taxes. Tax advisor fees including all expenses in connection with any tax audit, examination or investigation. Audit fees. Brokerage commissions. Transaction fees. Fees and expenses associated with borrowing, guarantees and other financing, including interest charges. Expenses of loan servicers and other service providers (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of fund administration or other services and professionals related thereto (including secondees and temporary personnel or consultants) as deemed appropriate by the General Partner). Expenses associated with the development, negotiation, acquisition, holding, monitoring and disposition of investments. Fees, costs and expenses related to the organization or maintenance of any intermediate entity used to acquire, hold or dispose of any one or more investments or otherwise facilitating a Fund’s investment activities. Custodial fees. Depository fees. 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 (See “Other Fees Received by the PE Advisers and their Affiliates” in Item 10 below). Expenses associated with the preparation, printing and delivery of the Funds’ 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 Funds). Expenses of the L.P. Advisory Committees or any Independent Client Representative (if any) (as defined herein). Expenses of investor meetings. Expenses associated with a Fund’s compliance with applicable laws and regulations. Expenses of litigation involving the Funds or entities in which the Funds have investments and the amount of any judgments, fines, remediation or settlements paid in connection therewith. Expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nations” provisions. In-house fund administration costs and related overhead (See “Other Fees Received by the PE Advisers and their Affiliates” in Item 10 below). Travel and entertainment expenses in connection with the Funds’ fundraising and 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 mementos, cars and meals (outside normal business hours), social and entertainment events with Portfolio Entity management, customers, clients, borrowers, brokers and service providers)). Travel and entertainment expenses in connection with a trip taken by employees of a PE Adviser and/or a General Partner for purposes of multiple matters will generally be allocated to each such matter based on the time spent for each matter and then the resulting expenses will be allocated among the Funds, Other Blackstone Clients and/or the PE Adviser as otherwise set forth herein. Expenses associated with the acquisition, settling, holding, monitoring, and disposition of investments (including without limitation, any brokerage, custody, or hedging costs and travel and related expenses in connection with the Funds’ investment activities). Insurance (including cost of title insurance). Indemnification expenses (including advancement of any fees, costs or expenses to persons entitled to such indemnification). Expenses of liquidating the Funds. Marketing, advertising, printing, wholesaling and other capital raising expenses associated with investor admission/subscription and investor-related services and other similar costs. Arbitration expenses. Valuation costs. Expenses of third party advisory committees of the Funds as well as of other goods and services provided by third parties and other third party professionals. Certain Blackstone personnel may be seconded to one or more Portfolio Entities and provide finance, accounting, operational support and other similar services with respect to such Portfolio Entities and the compensation for such personnel during the secondment will be borne by the Portfolio Entities. To the extent Blackstone receives any fees or expense reimbursement from the Portfolio Entities with respect to such personnel, they will not result in any offset to the management fee payable by the relevant Funds. In addition, personnel of Portfolio Entities, vendors, service providers (including law firms and accounting firms) and limited partners of the Funds and Other Blackstone Clients may be seconded, or serve internships at, Blackstone and Portfolio Entities of the Funds. While the Funds, Other Blackstone Clients and their Portfolio Entities are often 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 vendor or service provider also provides services to the Funds in the ordinary course. Blackstone or the Portfolio Entity may or may not pay salary or cover expenses associated with such secondees and interns, and if a portfolio entity pays the cost it will be borne directly or indirectly by the Funds. The management fee will not be offset or reduced as a result of these secondments or internships or any fees, expense reimbursements or other costs related thereto. The personnel described above may provide services in respect of multiple matters, including in respect of matters related to Blackstone, its affiliates and related parties, and any costs of such personnel may be allocated accordingly. Investors in a Fund are allocated their pro rata share of such additional fees and expenses and the Funds generally bear their share of fees and expenses as part of their participation in investments. Pursuant to the Organizational Documents of certain Funds, all expenses (including organizational, legal, reporting and compliance-related expenses and other expenses described in Item 5 above) are generally allocated between such Funds and their parallel funds (including any parallel funds formed in Luxembourg and any related AIFMD and other marketing and compliance-related expenses on a pro rata basis. This will result in the Funds bearing a portion of certain expenses attributable to the parallel funds (including, but not limited to, those expenses for AIFMD) that are not directly connected to the Funds and their activities, and the parallel funds bearing certain expenses of the Funds’ expenses that are not directly connected to such Funds and their parallel funds and their activities on a pro rata basis. From time to time, the General Partners will be required to decide whether costs and expenses are to be borne by a Fund, on the one hand, or the relevant General Partner and PE Adviser, on the other, and/or whether certain costs and expenses should be allocated between or among the Funds, on the one hand, and other Funds or Other Blackstone Clients (as defined below), on the other. Certain expenses may be suitable for only a particular Fund (or where applicable, a parallel fund) participating in specific investments and may be allocated to and borne only by such Fund, or, as is more often the case, expenses may be allocated pro rata among the Fund and all parallel funds participating in the relevant investment(s) even if the expenses relate only to particular vehicle(s) and/or investor(s) therein (or some or all Funds in the case of expenses applicable to such Funds generally). With respect to broken deal expenses, the Funds and Blackstone’s side-by-side co-investment vehicles (as applicable) will generally be required to bear their pro rata portion of broken deal expenses in accordance with the amount they were expected to invest in the unconsummated deal. Certain co-investment vehicles however, or certain potential co-investors who might have invested in a transaction had it been consummated will not be allocated any share of such break-up or topping fees or broken deal expenses, such as potential investors in co-investment structures relating to a specific investment where the legally binding agreements relating to such co-investment are not executed until the time of deal closing, unless the applicable General Partner determines otherwise in its discretion or as may be set forth in the relevant operative agreements. Each General Partner will make such judgments in a manner that it determines to be fair and reasonable in good faith, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. However, such determination is inherently subjective and may give rise to conflicts of interest in light of the inherent biases in the process. There can be no assurance that a different manner of allocation would not result in a Fund bearing less (or more) expenses. Item 6 – Performance-Based Fees and Side-By-Side Management In addition to the Management Fees and other fees described in Item 5 that are received by the PE Advisers or their affiliates, the General Partner of each Fund receives a portion of the profits of disposition proceeds from each Fund with respect to each limited partner (other than those that are affiliates of the PE Adviser), which is equal to twenty percent (or in respect of the BCEP Funds, ten percent) of the amounts otherwise distributable to such limited partner with respect to any particular investment (as set forth in the applicable Fund’s Organizational Documents). Such allocation of profits is only allocated to the General Partner when specific conditions are met, including, in the case of distributions of disposition proceeds, the return to each of the limited partners of an aggregate amount equal to all capital contributed to the applicable Fund by such limited partner for realized investments and any writedowns (or net writedowns in certain cases) on unrealized investments, fees and expenses allocable to such investments and the receipt of a preferred return on such amounts. The Funds generally distribute current income from an investment in the manner described above relating to distributions of disposition proceeds except that distributions of current income are made on an investment by investment basis and do not take account of a return of capital and any writedowns, but will take into account actual unrecouped losses from prior dispositions and, in certain circumstances, certain allocated fees and expenses. The fact that a PE Adviser’s affiliates are in part compensated based on the performance of the Funds may create a greater incentive for that a General Partner to make more speculative investments on behalf of a Fund or time the purchase or sale of investments in a manner motivated by the personal interest of Blackstone personnel than if such performance-based compensation did not exist. However, the significant commitment by Blackstone to invest in the Funds and the General Partner clawback and related guarantee, where applicable, should reduce the incentives to make more speculative investments or otherwise time the sale of investments based on considerations related to carried interest. The General Partner clawback, where applicable, potentially creates other misalignments of interests between a General Partner and limited partners, such as an incentive for such General Partner to defer disposition of an investment that would result in a realized loss and trigger the clawback, or delay the dissolution and liquidation of a Fund if doing so would trigger a clawback obligation. As described in Item 5, Blackstone Investors are not subject to Management Fees or carried interest allocations. Item 7 – Types of Clients The PE Advisers manage the Funds. The Funds’ investors may consist of some or all of the following: Banks and other financial institutions Insurance companies Investment companies Public and private retirement and pension plans Public and private profit sharing plans Trusts and estates Charitable organizations and foundations, including endowment funds thereof State and municipal government agencies Sovereign wealth funds Private investment funds Corporations Business entities other than those listed above High net worth individuals Family offices Investors also include other funds, vehicles and/or accounts managed by affiliates of Blackstone (including investors in Funds established for the Blackstone Total Alternatives Solution Program, Blackstone Harrington Partners L.P, Fidelity & Guaranty Life and Strategic Partners funds). All investors are subject to applicable suitability requirements. Each PE Adviser and General Partner require that each investor in the Funds be (i) an “accredited investor” as defined in Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (ii) a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended, and meet other suitability requirements (including, in some circumstances, a person that is not a U.S. Person as defined in Regulation S under the Securities Act). Generally, investors must invest a minimum dollar amount as determined in the applicable General Partner’s sole discretion. Each General Partner reserves the right, in its sole discretion, to waive the minimum dollar amount. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Investment Strategies: The PE Advisers offer advice to the Funds generally to invest in equity and equity-related securities (including (i) preferred stock, debt and other securities relating to common equity investments and (ii) preferred stock, debt and other securities that are expected to produce equity-like returns) in conjunction with privately negotiated transactions. These investments are generally made in connection with acquisitions, dispositions, restructurings, workouts, management acquisitions and other similar situations and utilize some degree of leverage. The PE Advisers’ investment analysis methods include fundamental, technical and cyclical research. Each PE Adviser’s investment team is responsible for evaluating securities (and other products) for investment. The PE Advisers’ investment professionals also review all portfolios for adherence to the investment objectives of each portfolio and the Fund’s stated investment strategies. Each PE Adviser’s personnel generally meet each Monday to discuss potential and pending transactions. At that meeting such transactions are discussed (unless there are no new developments or activities to report). If a PE Adviser’s consideration of a transaction has advanced beyond the preliminary evaluation stage, a brief memorandum to a review committee (the “Review Committee”) is prepared and the transaction is discussed at the regular weekly meetings of the Review Committee. If at such meeting the Review Committee authorizes the transaction team to continue to pursue the transaction, the transaction team will conduct further work. If the transaction reaches the stage where the transaction team proposes to make a definitive bid to acquire or invest in the target company or business (usually this is the “second round” of bidding, following an initial round in which preliminary, non-binding indications of interest are submitted by interested bidders), it will prepare a detailed memorandum on the transaction for the investment committee (“Investment Committee” and convene a meeting of the Investment Committee to discuss the transaction in depth with the transaction team and decide whether to authorize such a definitive bid and what the bid should be. In addition to an in-depth discussion of the target company or business and the investment thesis, deal tactics and potential exit strategies will usually be discussed by the Investment Committee and the transaction team. The Investment Committee will often conduct multiple meetings on a particular deal. Both the Review Committee and Investment Committee processes involve a consensus approach to decision making. Because the investment period for the BCOM Funds, the BCTA Funds and BCP IV ended on June 29, 2006, April 18, 2011 and December 6, 2005, respectively, BCOM, BCTA and BMP IV personnel meet as necessary to discuss the investment activities of their respective Funds. Risk of Loss: An investment in the Funds entails a significant degree of risk and therefore should be undertaken only by investors capable of evaluating the risks of the Funds and bearing the risks such investments represent. Set forth below is a non-exhaustive list of such risks: 1. No assurance of investment return 2. Limited operating history 3. Reliance on the Sponsor 4. Role of private equity professionals 5. Highly competitive market for investment opportunities; operators and other partners 6. General economic and market conditions 7. Financial market fluctuations; availability of financing 8. Inflation 9. Investment outside the United States generally 10. Economic, political and social risks 11. Regional risk; independence of markets 12. Trade policy 13. Terrorist activities 14. Natural disasters 15. Corruption risk; FCPA 16. Privatization 17. Foreign investments controls 18. Foreign capital controls 19. Legal framework and corporate governance 20. Accounting, disclosure and regulatory standards 21. Investments in emerging markets and the Asia Pacific region 22. Potential collapse of the Euro 23. United Kingdom exit from the European Union 24. Chinese growth slowdown; Chinese economy 25. Investments in open market purchases; publicly traded securities 26. Nature of debt securities 27. Convertible securities 28. Illiquid and long-term investments 29. Non-controlling investments; investments with third parties 30. Investment in restructuring 31. Investment in less established companies 32. Investments in regulated industries 33. Future investment techniques and instruments 34. Technological innovations 35. Environmental matters 36. Government action risk 37. Force majeure risk 38. Availability of insurance against certain catastrophic losses 39. Volatility of commodity prices 40. Catastrophe risk 41. Energy and natural resources regulatory risk 42. Risks related to hydraulic fracturing 43. Regulatory approvals 44. Additional capital requirements 45. Adequacy of reserves 46. Deployment of capital 47. Distributions in-kind 48. Failure to make payments 49. Risks relating to due diligence of investments 50. Political activities 51. Reliance on portfolio entity management and third parties 52. Risks in effecting operating improvements 53. Expedited transactions 54. Portfolio entity liabilities 55. Risks from operations of other portfolio entities 56. Volatility of credit markets may affect ability to finance and consummate investments 57. Bridge financings 58. Leverage; subscription line of credit 59. Foreign currency and exchange rate risks 60. Hedging risks/derivatives 61. Risk of limited number of investments; lack of diversification 62. Liabilities on disposition of investments 63. Documentation and legal risks 64. Legal, tax and regulatory risks 65. OFAC and sanctions considerations 66. Absence of oversight under the Investment Company Act 67. Derivatives; Registration under the U.S. Commodity Exchange Act 68. Pay-to-Play laws, regulations and policies 69. Financial industry regulation 70. Change of law risk 71. FATCA 72. Possible legislative or other developments 73. Proposed legislation adversely affecting Blackstone employees and other service providers 74. Limitations on deductions of business interest 75. Partnership audit legislation 76. Phantom income 77. Taxation in certain jurisdictions 78. UBTI & ECI; tax treatment of non-U.S. feeder vehicles and corporations 79. Provision of managerial assistance 80. ERISA considerations 81. Risk arising from potential control group liability 82. Cyber security breaches 83. Operational risk 84. No market for limited partnership interests; restrictions on transfers 85. Dilution from Subsequent closings 86. Recycling, reinvestments 87. Possible exclusion 88. Amendments 89. Sponsor voting 90. Annual informational meetings 91. Handling of mail 92. Valuation matters 93. Uncertainty of projections Investors are advised to review the applicable Fund’s Offering Materials for a more extensive description of the risks of investing in such Fund. Stock markets and bond markets 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 a PE Adviser manages that is not in the PE Adviser’s control. The PE Advisers cannot guarantee any level of performance or that investors in the Funds will not experience a substantial or complete investment loss. There is no assurance that the Funds 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 such investment will depend upon many factors beyond the control of the PE Adviser. The expenses of the Funds may exceed their income, and an investor in a Fund could lose the entire amount of its contributed capital. Therefore, an investor should only invest in a Fund if the investor can withstand a total loss of its investment. The past investment performance of the Funds cannot be taken to guarantee future results of the Funds or any investment in the Funds. Item 9 – Disciplinary Information Except as described below, none of the PE Advisers has any legal, financial or other “disciplinary” event to report. As a registered investment adviser, each PE Adviser is obligated to disclose any legal disciplinary event that would be material to a client when evaluating the adviser’s advisory business or integrity of its management. On October 7, 2015, without admitting or denying any wrongdoing, BMP (for purposes of this paragraph, such term shall include certain of its private equity fund adviser affiliates) consented to the entry of an order to cease and desist from committing or causing any violations and future violations of Sections 206(2) and 206(4) of the Advisers Act (as defined herein) and Rules 206(4)-7 and 206(4)-8 thereunder. According to the SEC order, with respect to certain legacy private equity funds, BMP did not provide sufficient pre-commitment disclosure regarding the possibility of accelerating otherwise authorized fees upon termination of monitoring fee agreements with its Portfolio Entities. The order also found that BMP did not adequately disclose that certain legal fee discounts it received, prior to 2011, were greater than discounts received by its funds. In addition, the order found that BMP did not adopt and implement a written compliance policy or procedure regarding the foregoing. BMP agreed as part of the settlement to pay disgorgement of $26,225,203 (plus prejudgment interest of $2,686,553) to limited partners of its funds and a civil monetary penalty of $10,000,000 to the SEC. 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 PE Advisers do not believe that any current legal proceeding or claim to which Blackstone is a party would individually or in the aggregate materially affect any of the PE Advisers and/or the Funds’ results of operations, financial position or cash flows. Certain regulatory, litigation and other similar matters are disclosed in (i) Blackstone’s public filings (including, without limitation, its current, periodic and annual reports on Forms 8-K, 10-Q and 10-K), which may be accessed through the 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, which is accessible to each Fund’s limited partners with respect to such Fund.
Other Financial Industry Activities and Affiliations Blackstone has conflicts of interest, or conflicting loyalties, as a result of the numerous activities and relationships of Blackstone, the PE Advisers, the Funds, the Other Blackstone Clients, the Portfolio Entities of the Funds and Other Blackstone Clients and affiliates, partners, members, shareholders, officers, directors and employees of the foregoing, some of which are described herein. However, not all potential, apparent and actual conflicts of interest are included below, and additional conflicts of interest could arise as a result of new activities, transactions or relationships commenced in the future. In addition, certain terms described herein may only be applicable to certain of the Funds but not others. Fund investors should review this section and the applicable Fund’s Organizational Documents carefully for additional risks and conflicts disclosure before making an investment decision. Any references to Blackstone and/or the PE Advisers in this section will be deemed to include their respective affiliates (including the General Partners), partners, members, shareholders, officers, directors and employees. References herein to “Portfolio Entity” describes, individually and collectively, any entity owned, directly or indirectly through subsidiaries, by the Funds or Other Blackstone Clients, including, as the context requires, portfolio companies, holding companies, special purpose vehicles and other entities through which Investments are held. If any matter arises that a PE Adviser determines in its good faith judgment constitutes an actual and material conflict of interest, such PE Adviser will take the actions it determines appropriate to mitigate the conflict, which will be deemed to fully satisfy any fiduciary duties it may have to the Funds or the Fund investors. Thereafter, the PE Adviser will be relieved of any liability related to the conflict to the fullest extent permitted by law. Actions that could be taken by the PE Advisers or their affiliates to mitigate a conflict include, by way of example and without limitation, (i) if applicable, handling the conflict as described in the Organizational Documents; (ii) presenting a material conflict of interest to the L.P. Advisory Committee, Independent Client Representative (if any) and/or the limited partners of the Funds and as expressly provided for in the Organizational Documents; (iii) disposing of the investment or security giving rise to the conflict of interest; (iv) appointing an independent representative (an “Independent Client Representative”) to act or provide consent with respect to the matter giving rise to the conflict of interest; (v) in connection with a matter giving rise to a conflict of interest with respect to an investment, consulting with the L.P. Advisory Committee, Independent Client Representative (if any) and/or the limited partners of the Funds or Independent Client Representatives (if any) regarding the conflict of interest and either obtaining a waiver or consent from the L.P. Advisory Committee, Independent Client Representative (if any) and/or the limited partners or such Independent Client Representative of the conflict of interest or acting in a manner, or pursuant to standards or procedures, approved by the L.P. Advisory Committee, Independent Client Representative (if any) and/or the limited partners or such Independent Client Representative with respect to such conflict of interest; (vi) disclosing the conflict to the limited partners (including, without limitation, in drawdown notices, distribution notices, quarterly letters or other communications); (vii) in the case of conflicts among clients, creating groups of personnel within Blackstone separated by information barriers (which may be temporary and limited purpose in nature), each of which would advise or represent one of the clients that has a conflicting position with other clients; (viii) implementing policies and procedures reasonably designed to mitigate the conflict of interest; or (ix) otherwise handling the conflict as determined appropriate by the PE Advisers in their good faith reasonable discretion. There can be no assurance that the PE Advisers will identify or resolve all conflicts of interest in a manner that is favorable to the Funds. For purposes of this Brochure, (a) “BTO Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Tactical Opportunities Advisors L.L.C.; (b) “BREP Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Real Estate Advisors L.P.; (c) “BREDS Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Real Estate Special Situations Advisors L.L.C.; (d) “BTAS Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Multi-Asset Advisors L.L.C.; (e) “BAAM Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Alternative Asset Management LP; (f) “BIP Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Infrastructure Advisors L.L.C.; (g) “BIS Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone ISG-II Advisors L.L.C.; (h) “GSO Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by GSO Capital Partners LP; (i) “Strategic Partners” shall mean Strategic Partners Fund Solutions Advisors L.P.; (j) “Life Sciences” shall mean Blackstone Life Sciences Advisors L.L.C.; (k) “Clarus” shall mean Clarus Ventures, LLC; (l) “BSOF” shall mean Blackstone Strategic Opportunities Fund; (m) “BXMT Funds” shall mean accounts, clients, funds, vehicles or any other similar arrangements managed by BXMT Advisors L.L.C. and (n) “BSCH” shall mean Blackstone Strategic Capital Holdings and its related vehicles/entities and successor funds. Performance-Based Compensation. A General Partner’s carried interest creates a greater incentive for such General Partner to make more speculative investments on behalf of a Fund or time the purchase or sale of investments in a manner motivated by the personal interest of Blackstone personnel than if such performance-based compensation did not exist, as the General Partner receives a disproportionate share of profits above the preferred return hurdle. However, the significant commitment by Blackstone to invest in the Funds (which commitment, for the avoidance of doubt, may not be allocated pro rata among the Funds) and the General Partner clawback and related guarantee should reduce the incentives for a General Partner to make more speculative investments or otherwise time the purchase or sale of investments based on considerations related to carried interest. The General Partner clawback potentially creates other misalignments of interests between the General Partners and Fund investors, such as an incentive for the General Partners to defer disposition of an investment that would result in a realized loss or a return on investment that was less than the preferred return and trigger the clawback, or delay the dissolution and liquidation of a Fund if doing so would trigger a clawback obligation. In addition, recently enacted tax reform legislation provides for a lower capital gains tax rate on performance-based compensation from investments held for at least three years, which may incentivize a General Partner to cause a Fund to accelerate deployment of capital at the beginning of such Fund’s investment period, hold investments longer to ensure long-term capital gains treatment or dispose of investments prior to any change in law that would result in a higher effective income tax rate on carried interest. Furthermore, upon a withdrawal by a Fund investor from a Fund in certain circumstances and upon the liquidation of a Fund, the General Partner of such Fund may receive carried interest distributions with respect to a distribution in-kind of non-marketable securities. The amount of carried interest will be dependent on the valuation of the non-marketable securities distributed, which will be determined by a General Partner and could incentivize such General Partner to value the securities higher than if there were no carried interest. A General Partner can engage a third party to determine the value of securities distributed in-kind or non-marketable securities and rely upon the third party opinion of value, but there can be no assurance such an opinion will reflect value accurately. Moreover, under the terms of the Organizational Documents, a General Partner is entitled to elect to receive its carried interest in the form of an in-kind distribution of marketable securities, including if the purpose of such election is to permit Blackstone personnel to donate such securities to charity (which may include private foundations, funds or other charities associated with any such personnel). The tax benefit derived from charitable giving has the effect of reinforcing and enhancing the incentives otherwise resulting from the existence of the General Partner’s carried interest described above. Allocation of Personnel. Each PE Adviser will devote such time to the relevant Funds as it determines to be necessary to conduct its business affairs in an appropriate manner. However, Blackstone personnel, including members of the Investment Committee, will work on other projects, serve on other committees and source potential investments for and otherwise assist the investment programs of Other Blackstone Clients and their Portfolio Entities, including other investment programs to be developed in the future. Even key Blackstone personnel who devote substantially all of their time to investment programs within the Blackstone Private Equity group may not be devoting time predominantly, or solely, to a Fund, as the Private Equity group includes BTO (as defined below, which includes the growth equity investment strategy) and such personnel might also be shared with the infrastructure group and BXLS (as defined below). Time spent on these other initiatives diverts attention from the activities of the Funds, which could negatively impact the Funds and their investors. Furthermore, Blackstone and Blackstone personnel derive financial benefit from these other activities, including fees and performance-based compensation. Blackstone personnel outside the Blackstone Private Equity group share in the fees and performance-based compensation from the Funds; similarly, the Blackstone Private Equity group personnel share in the fees and performance-based compensation generated by Other Blackstone Clients. These and other factors create conflicts of interest in the allocation of time by Blackstone personnel. A General Partner’s determination of the amount of time necessary to conduct a Fund’s activities will be conclusive, and a Fund’s investors rely on such General Partner’s judgment in this regard. Outside Activities of Principals and Other Personnel and their Related Parties. Certain personnel of Blackstone may be subject to a variety of conflicts of interest relating to their responsibilities to the Funds, Other Blackstone Clients and their respective Portfolio Entities, and their outside business activities as members of investment or advisory committees or boards of directors of or advisors to investment funds, corporations, foundations or other organizations. Such positions create a conflict if such other entities have interests that are adverse to those of the Funds, including if such other entities compete with the Funds for investment opportunities or other resources. The Blackstone personnel in question may have a greater financial interest in the performance of the other entities than the performance of the Funds. This involvement may create conflicts of interest in making investments on behalf of the Funds and such other funds, accounts and other entities. Although the PE Advisers will generally seek to minimize the impact of any such conflicts, there can be no assurance they will be resolved favorably for the Funds. Also, Blackstone personnel are generally permitted to invest in alternative investment funds, private equity funds, real estate funds, hedge funds and other investment vehicles, as well as securities of other companies, some of which will be competitors of the Funds. Fund investors will not receive any benefit from any such investments, and the financial incentives of Blackstone personnel in such other investments could be greater than their financial incentives in relation to the Funds. Additionally, certain personnel and other professionals of Blackstone have family members or relatives that are actively involved in industries and sectors in which the Funds invest or have business, personal, financial or other relationships with companies in such industries and sectors (including the advisors and service providers described above) or other industries, which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be officers, directors, personnel or owners of companies or assets which are actual or potential investments of the Funds or other counterparties of the Funds and their Portfolio Entities and/or assets. Moreover, in certain instances, the Funds or their 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. In most such circumstances, the Organizational Documents will not preclude the Funds from undertaking any of these investment activities or transactions. To the extent Blackstone 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 the applicable General Partner. The Fund investors rely on the applicable General Partner to manage these conflicts in its sole discretion. Secondments and Internships. Certain personnel of Blackstone and its affiliates, including Consultants (as defined herein), may be seconded to one or more Portfolio Entities, service providers and vendors or limited partners of the Funds and Other Blackstone Clients to provide finance, accounting, operational support and other similar services, including the sourcing of investments for the Funds or other parties with respect to such Portfolio Entities. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment could be borne (in whole or in part) by Blackstone and its affiliates or the organization for which the personnel are working or both. In addition, personnel of Portfolio Entities, vendors, service providers (including law firms and accounting firms) and limited partners of the Funds and Other Blackstone Clients may be seconded, or serve internships at, Blackstone and Portfolio Entities of the Funds. While the Funds, Other Blackstone Clients and their Portfolio Entities are often 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 vendor or service provider also provides services to the Funds in the ordinary course. Blackstone or the Portfolio Entity may or may not pay salary or cover expenses associated with such secondees and interns, and if a Portfolio Entity pays the cost it will be borne directly or indirectly by the Funds. The management fee will not be offset or reduced as a result of these secondments or internships or any fees, expense reimbursements or other costs related thereto. The personnel described above may provide services in respect of multiple matters, including in respect of matters related to Blackstone, its affiliates and related parties, and any costs of such personnel may be allocated accordingly. Other Benefits. The PE Advisers and their respective personnel and related parties will receive intangible and other benefits, discounts and perquisites arising or resulting from their activities on behalf of the Funds, which will not offset or reduce management fees or otherwise be shared with the Funds, their Portfolio Entities or the Fund investors. For example, airline travel or hotel stays will result in “miles” or “points” or credit in loyalty or status programs, and such benefits will, whether or not de minimis or difficult to value, inure exclusively to the benefit of the PE Advisers or their respective personnel or related parties receiving it, even though the cost of the underlying service is borne by the Funds and/or Portfolio Entities. Similarly, the PE Advisers and their respective personnel and related parties, and third parties designated by the foregoing, also receive discounts on products and services provided by Portfolio Entities and customers or suppliers of such Portfolio Entities. The Fund investors consent to the existence of these arrangements and benefits. Advisors, Consultants and Partners. The PE Advisers, their affiliates and their respective personnel and related parties engage and retain strategic advisors, consultants, senior advisors, industry experts, joint venture and other partners and professionals, any of whom might be current or former executives or other personnel of the PE Advisers or Portfolio Entities of the Funds or Other Blackstone Clients (collectively, “Consultants”), to provide a variety of services. Similarly, the Funds, Other Blackstone Clients and their Portfolio Entities retain and pay compensation to Consultants to provide services, or to undertake a build-up strategy to acquire and develop assets and businesses in a particular sector or involving a particular strategy. Any amounts paid by the Funds or a Portfolio Entity to Consultants in connection with the above, including performance-based compensation (e.g., promote), retainers and expense reimbursements, will be treated as partnership expenses or expenses of a Portfolio Entity, as the case may be, and will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by the applicable PE Adviser, be chargeable to such PE Adviser or deemed paid to or received by such PE Adviser, or offset or reduce any management fees to such PE Adviser or be subordinated to return of the Fund investor’s capital. Amounts charged by Consultants will not necessarily be confirmed as being comparable to market rates for such services. Also, Consultants often co-invest alongside the Funds in Portfolio Entities and investments of the Funds, participate in long-term incentive plans of a Portfolio Entity, and invest directly in the Funds or in vehicles controlled by the Funds, with reduced or waived management fees and carried interest and such co-investment or participation (which generally will result in the Funds being allocated a smaller share of an investment and less co-investment being available to Fund investors) may or may not be considered part of Blackstone’s side-by- side co-investment rights, as determined by the applicable PE Adviser in its sole discretion. Consultants’ benefits described in this paragraph may continue after termination of status as a Consultant. The time, dedication and scope of work of a Consultant varies considerably. In some cases, Consultants provide the PE Advisers with industry-specific insights and feedback on investment themes, assists in transaction due diligence, and makes introductions to, and provides reference checks on, management teams. In other cases, Consultants take on more extensive roles, including serving as executives or directors on the boards of Portfolio Entities and contributing to the identification and origination of new investment opportunities. The Funds may rely on these Consultants to recommend the PE Advisers and the Funds as a preferred investment partner and carry out its investment program, but there is no assurance that any Consultant will continue to be involved with the Funds for any length of time. The PE Advisers and the Funds may have formal or informal arrangements with Consultants that may or may not have termination options and may include compensation, no compensation, or deferred compensation until occurrence of a future event, such as commencement of a formal engagement. In certain cases, Consultants have attributes of Blackstone “employees” (e.g., they may have dedicated offices at Blackstone, receive administrative support from Blackstone personnel, participate in general meetings and events for Blackstone personnel or work on Blackstone matters as their primary or sole business activity, have Blackstone-related e-mail addresses or business cards and participate in certain benefit arrangements typically reserved for Blackstone employees), even though they are not Blackstone employees, affiliates or personnel for purposes of the Organizational Documents, and their salary and related expenses are paid by the Funds as partnership expenses or by Portfolio Entities without any reduction or offset to management fees. Some Consultants work only for a Fund and its Portfolio Entities, while other Consultants may have other clients. In particular, in some cases, Consultants, including those with a “Senior Advisor” title, have been and will be engaged with the responsibility to source and recommend transactions to the PE Adviser potentially on a full- time and/or exclusive basis and, notwithstanding any overlap with the responsibilities of the PE Adviser under the Organizational Documents, the compensation to such Consultants may be borne fully by a Fund and/or Portfolio Entity (with no reduction or offset to management fees) and not the PE Adviser. Consultants could have conflicts of interest between their work for a Fund and its Portfolio Entities, on the one hand, and themselves or other clients, on the other hand, and the PE Advisers are limited in their ability to monitor and mitigate these conflicts. As an example of the foregoing, in certain investments by the Funds including involving a “platform company,” the Funds will from time to time enter into an arrangement with one or more individuals (who may be former personnel of Blackstone or current or former personnel of Portfolio Entities of the Funds or Other Blackstone Clients, may have experience or capability in sourcing or managing investments, and may form a management team) to undertake a build- up strategy to acquire and develop assets and businesses in a particular sector or involving a particular strategy. The services provided by such individuals or relevant Portfolio Entity, as the case may be, could include the following with respect to investments of the Funds: origination or sourcing, due diligence, evaluation, negotiation, servicing, development, management (including turnaround) and disposition. The individuals or relevant Portfolio Entity could be compensated with a salary and equity incentive plan, including a portion of profits derived from the Funds or a Portfolio Entity or asset of the Funds, or other long term incentive plans. Compensation could also be based on assets under management, a waterfall similar to a carried interest, respectively, or other similar metric. The Funds could initially bear the cost of overhead (including rent, utilities, benefits, salary or retainers for the individuals or their affiliated entities) and the sourcing, diligence and analysis of investments, as well as the compensation for the individuals and entity undertaking the build-up strategy. Such expenses could be borne directly by the Funds as partnership expenses (or broken deal expenses, if applicable) or indirectly through expenditures by a Portfolio Entity. None of such Portfolio Entities or Consultants will be treated as affiliates of the PE Adviser for purposes of the Organizational Documents and none of the fees, costs or expenses described above will reduce or offset the management fee. In addition, the General Partners may engage third parties as senior advisors (or another similar capacity) in order to advise them with respect to existing investments, specific investment opportunities, and economic and industry trends. Such senior advisors may receive reimbursement of reasonable related expenses by Portfolio Entities or a Fund and may have the opportunity to invest in a portion of the equity available to a Fund for investment which may be taken by the General Partners and their affiliates. If such senior advisors generate investment opportunities on the Partnership’s behalf, such members may receive special additional fees or allocations comparable to those received by a third party in an arm’s length transaction. Multiple Blackstone Business Lines. Blackstone has multiple business lines, including the Blackstone Capital Markets Group, which Blackstone, the Funds, Other Blackstone Clients, Portfolio Entities of the Funds and Other Blackstone Clients and third parties may engage for debt and equity financings and to provide other investment banking, brokerage, investment advisory or other services. As a result of these activities, Blackstone is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than if it had one line of business. For example, Blackstone may come into possession of information that limits the Funds’ ability to engage in potential transactions. Similarly, other Blackstone businesses and their personnel may be prohibited by law or contract from sharing information with the PE Advisers that would be relevant to monitoring the Funds’ investments and other activities. Additionally, Blackstone or Other Blackstone Clients can be expected to enter into covenants that restrict or otherwise limit the ability of the Funds or their Portfolio Entities and their respective affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, Other Blackstone Clients could have granted exclusivity to a joint venture partner that limits the Funds and Other Blackstone Clients from owning assets within a certain distance of any of the joint venture’s assets, or Blackstone or an Other Blackstone Client could have entered into a non-compete in connection with a sale or other transaction. These types of restrictions may negatively impact the ability of the Funds to implement its investment program. (See also “—Other Blackstone Clients; Allocation of Investment Opportunities” herein.) Finally, Blackstone personnel who are members of the investment team or investment committee may be excluded from participating in certain investment decisions due to conflicts involving other Blackstone businesses or for other reasons, in which case the Funds will not benefit from their experience. The Fund investors will not receive a benefit from any fees earned by Blackstone or its personnel from these other businesses. Blackstone is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Funds. Blackstone has long-term relationships with a significant number of corporations and their senior management. The PE Advisers will consider those relationships when evaluating an investment opportunity, which may result in the PE Advisers choosing not to make such an investment due to such relationships (e.g., investments in a competitor of a client or other person with whom Blackstone has a relationship). The Funds may be forced to sell or hold existing investments as a result of investment banking relationships or other relationships that Blackstone and its affiliates may have or transactions or investments that Blackstone and its affiliates may make or have made. Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Blackstone will be made available to the Funds. (See “—Other Blackstone Clients; Allocation of Investment Opportunities” and “Portfolio Entity Relationships Generally” herein.) The Funds may also co-invest with clients of Blackstone or other persons with whom Blackstone has a relationship in particular investment opportunities, and other aspects of these Blackstone relationships could influence the decisions made by the PE Advisers with respect to the Funds’ investments and otherwise result in a conflict (See also “—Other Blackstone Clients; Allocation of Investment Opportunities” herein.) Finally, Blackstone and Other Blackstone Clients could acquire limited partner interests in the Funds in the secondary market. Blackstone and Other Blackstone Clients would generally have greater information than counterparties in such transactions, and the existence of such business could produce conflicts, including in the valuation of the Funds’ investments. Minority Investments in Asset Management Firms. Blackstone and Other Blackstone Clients, including BSCH and its related parties, regularly make minority investments in alternative asset management firms that are not affiliated with Blackstone. The Funds, Other Blackstone Clients and their respective Portfolio Entities and which may from time to time engage in similar investment transactions, including with respect to purchase and sale of investments, with these asset management firms and their sponsored funds and Portfolio Entities. Typically, the Blackstone-related party with an interest in the asset management firm would be entitled to receive a share of carried interest/performance based incentive compensation and net fee income or revenue share generated by the various products, vehicles, funds and accounts managed by that third party asset management firm that are included in the transaction or activities of the third party asset management firm, or a subset of such activities such as transactions with a Blackstone related party. In addition, while such minority investments are generally structured so that Blackstone does not “control” such third party asset management firms, Blackstone may nonetheless be afforded certain governance rights in relation to such investments (typically in the nature of “protective” rights, negative control rights or anti- dilution arrangements, as well as certain reporting and consultation rights) that afford Blackstone the ability to influence the firm. Although Blackstone and Other Blackstone Clients including BSCH do not intend to control such third party asset management firms, there can be no assurance that all third parties will similarly conclude that such investments are non-control investments or that, due to the provisions of the governing documents of such third party asset management firms or the interpretation of applicable law or regulations, investments by Blackstone and Other Blackstone Clients, including BSCH, will not be deemed to have control elements for certain contractual, regulatory or other purposes. While such third party asset managers will not be deemed “affiliates” of Blackstone for any purpose, Blackstone may, under certain circumstances, be in a position to influence the management and operations of such asset managers and the existence of its economic/revenue sharing interest therein may give rise to conflicts of interest. Participation rights in a third party asset management firm (or other similar business), negotiated governance arrangements and/or the interpretation of applicable law or regulations could expose the investments of the Funds to claims by third parties in connection with such investments (as indirect owners of such asset management firms or similar businesses) that may have an adverse financial or reputational impact on the performance of the Funds. The Funds, their affiliates and their respective Portfolio Entities may from time to time engage in transactions with, and buy and sell investments from, any such third party asset managers and their sponsored funds and Portfolio Entities. There can be no assurance that the terms thereof will be at arm’s length or that Blackstone will not receive a benefit from such transactions, which may make it more likely that such transactions would be entered into. Blackstone Policies and Procedures; Information Walls. Blackstone has implemented policies and procedures to address conflicts that arise as a result of its various activities, as well as regulatory and other legal considerations. Some of these policies and procedures, such as Blackstone’s information wall policy, also have the effect of reducing firm-wide synergies and collaboration that the Funds could otherwise expect to utilize for purposes of identifying and managing attractive investments. Personnel of Blackstone may be unable, for example, to assist with the activities of the Funds as a result of these walls. There can be no assurance that additional restrictions will not be imposed that would further limit the ability of Blackstone to share information internally. Data. Blackstone receives or obtains various kinds of data and information from the Funds, Other Blackstone Clients and their Portfolio Entities, including data and information relating to business operations, trends, budgets, customers and other metrics, some of which is sometimes referred to as “big data.” Blackstone may be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes, as a result of its access to this data and information from the Funds, Other Blackstone Clients and their Portfolio Entities. Blackstone has entered and will continue to enter into information sharing and use arrangements, which may give Blackstone access to data that it would not otherwise obtain in the ordinary course, with the Funds, Other Blackstone Clients, and their Portfolio Entities, related parties and service providers. Although Blackstone believes that these activities improve Blackstone’s investment management activities on behalf of the Funds and Other Blackstone Clients, information obtained from the Funds and their Portfolio Entities also provides material benefits to Blackstone or Other Blackstone Clients without compensation or other benefit accruing to the Funds or their investors. For example, information from Portfolio Entities owned by the Funds may enable Blackstone to better understand a particular industry and execute trading and investment strategies in reliance on that understanding for Blackstone and Other Blackstone Clients that do not own an interest in the Portfolio Entity, without compensation or benefit to the Funds or their Portfolio Entities. Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information, and regulatory limitations on the use of material nonpublic information, Blackstone is generally free to use data and information from the Funds’ activities to assist in the pursuit of Blackstone’s various other activities, including to trade for the benefit of Blackstone or an Other Blackstone Client. Any confidentiality obligations in the Organizational Documents do not limit Blackstone’s ability to do so. For example, Blackstone’s ability to trade in securities of an issuer relat please register to get more info
Each PE Adviser recognizes and believes that (i) high ethical standards are essential for its success and to maintain the confidence of its investors; (ii) its long-term business interests are best served by adherence to the principle that the interests of investors come first; and (iii) it has a fiduciary duty to its investors to act in the best interests of the Funds it manages. All PE Adviser personnel are required to act in accordance with the implied contractual covenants of good faith and fair dealing in respect of their dealings with investors and are required to comply with all applicable laws. Each PE Adviser is governed by the Blackstone Code of Ethics (the “Code”). The Code governs a number of potential conflicts of interest which exist in connection with the Funds it manages. The Code is designed to ensure that the PE Advisers meet their fiduciary obligations to Fund investors (or prospective investors) and to instill a culture of compliance within the PE Advisers. An additional benefit of the Code is to detect and prevent violations of securities laws. The Code is distributed to each employee at the time of hire and annually thereafter, and it is available on Blackstone’s intranet website. The PE Advisers also supplement the Code with ongoing monitoring of employee activity. The Code includes, among other items, the following: Requirements related to confidentiality; Limitations on, and reporting of, gifts and entertainment; Pre-clearance of political contributions; Pre-clearance and reporting of employee personal securities transactions; Pre-clearance of outside business activities; and Protection of persons who engage in “whistle blowing” activities from retaliation. On an annual basis, Blackstone requires all employees to certify that they are in compliance with the Code. Blackstone offers many different products and services across its many businesses and there are several potential conflicts of interest which will from time to time arise. Please see Item 10 – Other Financial Industry Activities & Affiliations for a list of investment related potential conflicts, including, in particular, “Other Blackstone Clients; Allocation of Investment Opportunities” describing conflicts related to allocation of investment opportunities among investment funds sponsored by Blackstone and co-investors. The PE Advisers have adopted policies and procedures to address such potential conflicts of interest. The PE Advisers’ related persons from time to time have bought or sold, or may in the future buy or sell, for their personal accounts, securities which are also purchased or sold for the account of Blackstone’s clients. The PE Advisers and their 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 (including by having minimum holding periods) and that all such personal securities transactions receive pre- clearance from the Blackstone Legal and Compliance Department. As a policy matter, Blackstone personnel are generally prohibited from purchasing single-name public securities in their self-directed personal securities brokerage accounts. These guidelines are designed to comply with SEC requirements that registered investment advisors have a Code. In addition, Blackstone has implemented certain policies and procedures (e.g., information walls) to restrict access to material non-public information. The Code is available for review upon request. You may request a copy of the Code by contacting Vikrant Sawhney - Senior Managing Director; 212-583-5487; sawhney@blackstone.com. please register to get more info
The PE Advisers do not generally trade in public securities; however, in the event a PE Adviser executes a brokerage transaction for one or more Funds (e.g. trades in public securities or enters into hedging transactions), the PE Adviser will generally consider qualitative factors including, but not limited to, the broker’s reliability and execution capabilities for the transaction, the commissions charged by the broker, and the broker’s reputation and responsiveness to requests for trade data and other financial information. please register to get more info
REVIEW OF ACCOUNTS Currently, the only accounts under the supervision of each PE Adviser are the relevant Funds’ accounts. The Funds’ accounts and investment positions are monitored by the PE Adviser’s personnel on a regular and current basis. Each PE Adviser’s Investment Committee meets as necessary to review general portfolio composition, investment opportunities, market conditions, potential conflicts, and recent trading activities. Each PE Adviser’s Investment Committee consists of a minimum of 4 persons and additional members depending on the particular investment, all of whom are Senior Managing Directors or founding members of our private equity business. The PE Advisers might periodically review on an expedited basis the assets of the Fund following a unique occurrence in the financial industry or market generally. The Investment Committees may also draw on regional and/or sector experts within Blackstone as appropriate given the specific profile of each investment opportunity. REPORTS TO INVESTORS Investors in the Funds generally will receive written quarterly reports which will include capital balance and Fund performance statistics. Investors also will receive written annual audited financial statements for the Fund in which they are invested. The PE Advisers make use of Blackstone’s online portal, BX Access, available at www.bxaccess.com for the distribution of reports and other information to investors in the Funds. Certain investors in the Funds may request additional information relating to the Funds and, to the extent such information is readily available or may be obtained without unreasonable effort or expense, the PE Advisers 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 Funds 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
Certain of the PE Advisers have distribution and/or placement agent arrangements with a number of unaffiliated third parties. In a typical distribution or placement agent arrangement, the PE Adviser agrees to pay a third party solicitor for referring investors into a Fund managed by that PE Adviser. Typically, third party solicitors will be compensated based upon a percentage of the commitment size of the investors they refer (although other payment arrangements could exist). If third party solicitors are engaged, a prospective investor solicited by that third party solicitor will be informed of (and may be asked to acknowledge in writing its understanding of) any such arrangement. All fees for such solicitation services will be ultimately paid/borne by a corresponding reduction in the Management Fee by the PE Adviser and none of the investors in the Funds will be subject to any increased or additional fees or charges. Third party solicitors in the U.S. may 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. BAP, an affiliate of Blackstone, serves as a placement agent to the Funds in the U.S. but is not compensated for such services. While it is the case that the BCOM Funds, BCTA Funds and BCP IV Funds are no longer being actively marketed, there were placement arrangements in place with affiliated and non- affiliated third party solicitors pursuant to which on-going payments may still be due and owing. please register to get more info
Rule 206(4)-2, as amended (the “Custody Rule”), of the Advisers Act defines custody as holding client securities or funds or having any authority to obtain possession of them. The Funds generally have a PE Adviser affiliate acting as general partner and, as such, the PE Adviser is deemed to have custody of the Funds’ funds. Each PE Adviser complies with the Advisers Act custody rule by, among other things, providing all investors in the Funds with audited financial statements. please register to get more info
Each PE Adviser maintains the authority to manage the relevant Funds on a discretionary basis, subject to the overall supervision of the applicable General Partner, in accordance with the investment guidelines, objectives, limitations, other provisions and terms set forth in the Funds’ Organizational Documents. please register to get more info
Proxy Policy 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 each PE Adviser will generally be deemed to have authority to vote proxies relating to the companies in which its clients invest, the PE Advisers have adopted a set of policies and procedures (together, the “Policy”) in compliance with the Proxy Rule. To the extent that a PE Adviser exercises or is deemed to be exercising voting authority over its clients’ securities, the 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 Funds, as determined by the PE Adviser in its sole discretion. Notwithstanding the foregoing, because proxy proposals and individual company facts and circumstances may vary, the PE Advisers may not always vote proxies in accordance with the Policy. In addition, many possible proxy matters are not covered in the Policy. Generally, the PE Advisers will vote proxies in favor of management’s recommendation, including, but not limited to, the following matters: (i) the election of the board of directors; (ii) the approval of financial statements as presented by management; and (iii) will generally vote in favor of the selection of independent auditors even if the proposed auditor is currently the auditor of The Blackstone Group Inc. In certain cases where an investment is made with Blackstone-affiliated or unaffiliated sponsors, proxy voting may be delegated to such other sponsors (each such sponsor a “Voting Sponsor”) provided that Blackstone reasonably believes that such Voting Sponsor’s policies regarding proxy voting are consistent with the Policy. From time to time, conflicts may arise between the interests of the investor, on the one hand, and the interests of a PE Adviser or its affiliates, on the other hand. If the PE Adviser determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, the PE Adviser will address matters involving such conflicts of interest on a case-by-case basis by consulting with the Chief Compliance Officer or his designee, subject to legal, regulatory, contractual or other applicable considerations. The analysis will be documented. Each PE Adviser in its sole discretion, may elect not to vote certain routine proxies if unduly burdensome. Investors may request a copy of the Policy and the voting records relating to proxies as provided by the Rule by contacting Vikrant Sawhney – Senior Managing Director; 212-583-5487; sawhney@blackstone.com. please register to get more info
No PE Adviser has ever been the subject of a bankruptcy petition at any time during the past ten years and/or is aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its clients. Item 19 – Requirements for State Registered Advisers This item is not applicable as none of the PE Advisers is registered in any state. please register to get more info
Open Brochure from SEC website
Assets | |
---|---|
Pooled Investment Vehicles | $85,709,928,970 |
Discretionary | $85,709,928,970 |
Non-Discretionary | $ |
Registered Web Sites
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