Blackstone Tactical Opportunities Advisors L.L.C. (“BTOA”) is a Delaware limited liability company. BTOA provides investment advisory services to Blackstone Tactical Opportunities Fund L.P., Blackstone Tactical Opportunities Fund II L.P., Blackstone Tactical Opportunities Fund III L.P. and their related funds, parallel funds, managed accounts, co-investment vehicles and other investment vehicles (the “Blackstone Tactical Opportunities Program”), Blackstone UK Mortgage Opportunities Fund L.P. (“UK Mortgage”), Blackstone Tactical Opportunities RL Fund L.P. (“BTORLF”), the funds and other vehicles within the Blackstone Tactical Opportunities Stable Income Program (“Stable Income”), and one or more separately managed accounts which may seek to invest capital across a range of platforms and products, investment ideas and asset classes in Blackstone funds, direct investments and co-investments consistent with the objectives described in their respective investment advisory agreements (together with each other fund described above, the “Funds”). The Funds (other than UK Mortgage, BTORLF, and Stable Income) are investment funds that seek to deliver attractive risk-adjusted investment returns by applying a multi-disciplinary, multi-asset class approach to investing, without limiting itself to a pre-defined strategy or set of strategies. UK Mortgage invests in a range of investment opportunities relating to residential mortgages and/or loans secured by properties located in the United Kingdom. BTORLF seeks to invest in portfolios of pension annuity liabilities, both from corporate pension schemes and from other insurance companies. Stable Income seeks to invest in investments that reflect time sensitive or opportunistic ideas across asset classes and geographies with relatively lower risk/return profiles. As of August 29, 2018, the management and related responsibilities (including investing and valuations) of the funds and other vehicles within the Blackstone TORO Program were assigned and transferred from BTOA to Blackstone Real Estate Special Situations Advisors L.L.C. In January of 2019, BTOA announced the launch of a growth equity investing platform (“Growth Equity”) focused on providing capital to companies during the phase between venture capital funding and traditional buyouts. No investment funds have been launched for Growth Equity and BTOA does not currently provide any advisory services for Growth Equity. Affiliates of BTOA serve as general partners (collectively, the “General Partners” and each a “General Partner”) of the Funds. BTOA has been in business since January 2012. The ultimate parent of BTOA is The Blackstone Group Inc. which is a publicly traded corporation listed on the New York Stock Exchange and which trades under the ticker symbol “BX”. 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. Effective as of July 1, 2019, The Blackstone Group Inc. converted from a Delaware limited partnership named The Blackstone Group L.P. to a Delaware corporation. Please see Item 10 – Other Financial Industry Activities and Affiliations for more information. BTOA’s regulatory assets under management (“RAUM”) were $27,556,001,492 as of December 31, 2018.

Description of Advisory Services:
BTOA serves as investment advisor to the Funds pursuant to the terms of the investment advisory agreements (the “Advisory Agreements”) with respect to each of the Funds, and makes investment decisions for the Funds including by evaluating investments for the Funds. The individual needs of the investors in the Funds are not the basis of investment decisions by BTOA. Investment advice is provided directly to the Funds by BTOA and not individually to the Funds’ investors. Through a series of delegation agreements, BTOA 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 Per the Advisory Agreements with each of the Funds, BTOA is entitled to compensation for its services in the form of a management fee (the “Management Fee”), payable quarterly. The Management Fee varies by investor and the size of their commitment and is based on invested capital, remaining uninvested capital and/or committed capital, as applicable. In certain cases with respect to certain of the Funds, 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. As set forth in Item 6 below, the General Partners of the Funds are eligible to receive performance-based or “carried interest” allocations. The Confidential Private Placement Memorandum (as supplemented from time to time, the “PPM”), partnership agreement and Advisory Agreement (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 invoiced at an appropriate time pursuant to a capital call notice (in the case of Management Fees). In certain instances with respect to certain Funds, the Management Fee and performance-based allocations may be reduced if Blackstone does not provide such Funds with a certain amount of co-investment opportunities. Certain investors in the Funds, including current and/or former senior advisors, employees and retired partners of Blackstone, chief executive officers of Blackstone portfolio entities, investment funds advised by Blackstone Multi-Asset Advisors L.L.C., employees of PJT Partners Inc. (“PJT”) and certain other Blackstone funds 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, descendants and other related persons or entities) (“Blackstone Investors”), will not pay Management Fees and/or performance-based allocations in connection with their investment in Blackstone-sponsored funds that make investments in or alongside 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 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 Partner’s 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, Blackstone has, and it can be expected that Blackstone in the future will, enter into agreements with investors (and/or one or more of their affiliates) in the Funds and/or Other Blackstone Funds (as defined below) involving one or more strategies with terms and conditions applicable to such investor and its investment in multiple Blackstone strategies that would not apply to a limited partner’s investment in any of the Funds. Such an agreement would typically involve an investor agreeing to make a capital commitment to multiple Blackstone funds or strategies. Investors will not receive a copy of the agreement memorializing such a multi-strategy investment program (even if in the form of a side letter) and will be unable to elect any rights or benefits granted to such multi-strategy investor. Specific examples of such additional rights and benefits include 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 thereof and the terms and conditions related to such participation (including any carried interest and/or management fees to be charged with respect thereto)), which may include investments made by the Funds. To the extent any such arrangements are entered into, they may result in fewer co-investment opportunities (or reduced allocations) being made available to other investors. 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. Other Fees Payable to BTOA and its Affiliates In addition, pursuant to the Advisory Agreements with certain Funds, BTOA 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 BTOA’s Management Fee, Servicing Fee and performance-based allocations (see Item 6 below) and other fees, BTOA and its affiliates may receive a variety of other fees as part of the investment activities of the Funds, including, without limitation, financial advisory fees, monitoring fees, investment banking fees, syndication fees, capital markets syndication and advisory fees (including underwriting fees), origination fees, acquisition fees, servicing fees, fees for asset management and/or property management services, mortgage servicing and due- diligence, healthcare consulting/brokerage fees, fees relating to group purchasing and organizational fees, financing fees, divestment fees and other similar fees, break-up and topping fees, commitment fees, divestment fees, organizational, operational, loan servicing and financing fees and similar fees for arranging acquisitions, directors’ fees, fees relating to insurance (including title insurance), consulting (including management consulting and other similar operational and finance matters) and other similar matters and other fees and annual retainers from or with respect to portfolio entities of the Funds and other persons (including co-investors and joint venture partners). Certain of the Funds bear the cost of fund administration services provided by Blackstone employees (including the allocation of their compensation) and except in certain limited circumstances, such amounts will not offset management fees. In addition, BTOA will also engage and retain on behalf of the Funds and/or their portfolio entities strategic advisors, consultants, senior advisors, industry experts, executive advisors, consultants, and other similar professionals who are not employees or affiliates of BTOA and who may, from time to time, receive payments from, or allocations with respect to portfolio entities, Blackstone 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 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 of such Funds (net of reasonable out of pocket expenses incurred by BTOA or its affiliates) will be applied to reduce Management Fees (not below zero). Any other fees received by BTOA would not offset the Management Fee or performance-based allocations except as specifically provided in the Funds’ 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. Fund investors should carefully consult the applicable Fund’s offering documents and Organizational Documents to determine the fees that can be offset and the management fee offset percentage applicable to the Funds in which they are invested (See “Other Blackstone Business Activities” 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 BTOA 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 BTOA 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 legal advice and/or services specifically charged or specifically attributed or allocated by the Adviser and its Affiliates to the Clients or their Portfolio Entities on matters related to potential or actual investments or transactions of the Clients and their Portfolio Entities, as applicable).  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 (including any costs associated with the AIFMD marketing passport).  Expenses related to BTOA’s compliance matters and reporting obligations to the extent they relate to the Funds’ activities (e.g., Form PF, U.S. Commodity Futures Trading Commission (“CFTC”) filings, AIFMD filings) 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.  Expenses relating to Freedom of Information Act and similar requests.  Administrative fees, expenses and/or charges (See “Other Blackstone Business Activities” in Item 10 below).  Organizational expenses associated with operating the Funds.  Operating expenses.  Costs, fees and expenses of third-party directors and officers.  Consultant and senior advisor expenses (See “Advisors, Consultants and Partners” in Item 10 below).  Technology expenses (which may include internally allocated charges for certain Funds).  Accounting fees.  Taxes and tax-related interest.  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 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).  Asset management fees.  Expenses associated with vehicles through which the Funds or the investors directly or indirectly participate in the 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.  Paying agent 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 “Broken Deal Expenses” 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.  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, other governmental fees or charges, 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 Blackstone Business Activities” 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 BTOA and/or the General Partners 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 to the Funds, Other Blackstone Funds and/or BTOA as otherwise set forth in this Brochure.  Expenses related to hedging arrangements and currency conversion.  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 Funds may be seconded, or serve internships at, Blackstone and portfolio entities of the Funds. While the Funds, Other Blackstone Funds 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 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 its activities, and the parallel funds bearing certain expenses of the Funds that are not directly connected to such parallel fund and its activities. From time to time, the General Partners will be required to decide whether costs and expenses are to be borne by the Funds, on the one hand, or the relevant General Partner and BTOA, on the other, and/or whether certain costs and expenses should be allocated between or among a Fund, on the one hand, and other Funds or Blackstone’s other investment funds, investment vehicles, permanent capital vehicles, accounts and related entities (including those in existence as of the date hereof and those that may be formed in the future, collectively, “Other Blackstone Funds”), 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 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). Certain co-investment vehicles (including any vehicles established to facilitate the investment by Blackstone investors, such as in connection with Blackstone’s side-by-side co-investment rights) generally do not bear their share of broken deal expenses for unconsummated transactions, which would result in the Funds bearing more than its pro rata share of such amounts. Any such broken deal expenses could, in the sole discretion of the General Partners, be allocated solely to the Funds and not to Other Blackstone Funds or co-investment vehicles that could have made the relevant investment, even when the Other Blackstone Funds or co-investment vehicle commonly invests alongside the Funds (including such standing co-invest vehicles). The General Partners will make such judgments in a manner that they determine 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. please register to get more info

In addition to the Management Fees and other fees described in Item 5 that are received by BTOA, the General Partner of each Fund receives a portion of the cumulative net profits in respect of investment proceeds from each Fund with respect to each limited partner (other than those that are affiliates of BTOA), which is anticipated to range (based on the type of investments with respect to which such investment proceeds relate and the investor’s commitment to the applicable Fund and the terms of the Organizational Documents thereof) from ten to twenty-five percent of the amount of cumulative net profits otherwise distributable to such limited partner. Such allocation of profits is only allocated to the General Partners 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, with respect to distributions of disposition proceeds from certain investments and, with respect to certain investors, the receipt of a preferred return on such amounts. Certain Organizational Documents may permit either the General Partner of a Fund or the limited partners of a Fund to elect for the General Partner to receive a percentage of the carried interest due to Blackstone with respect to that investment (assuming the investment were sold, at that time, for fair market value) prior to disposition of the investment. 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 BTOA’s affiliates are in part compensated based on the performance of the Funds creates a greater incentive for 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. please register to get more info

BTOA manages 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., Blackstone Insurance Solutions and Strategic Partners funds). All investors are subject to applicable suitability requirements. BTOA and the General Partners 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. The General Partner reserves the right, in its sole discretion, to waive the minimum dollar amount. please register to get more info

Investment Strategies:
With respect to the Funds (other than UK Mortgage and BTORLF), BTOA pursues a highly flexible investment approach that seeks to deliver attractive risk-adjusted investment returns by pursuing an opportunistic and thematic investment strategy across asset classes, industries and geographies. BTOA will focus on complex situations that are typically proprietary with little competition for alternative sources of capital and will base its investment decisions on an analytically intensive process that incorporates macro and industry-level research. Many of the BTOA opportunities will require the ability to act quickly as a result of temporary dislocations due to increased volatility, secular and cyclical changes, purely opportunistic windows in the market where intrinsic value is misunderstood or an investment theme being one-off in nature. BTOA’s investment analysis methods include fundamental, technical and cyclical research. BTOA’s investment team is responsible for evaluating securities (and other products) for investment. BTOA’s investment professionals also review all portfolios for adherence to the investment objectives of each portfolio and the Fund’s stated investment strategies. At the core of BTOA’s investment strategy is a rigorous investment, origination, selection and investment decision process with considerable emphasis on monitoring and reporting the performance of the ongoing investment portfolio. BTOA’s Investment Committee (the “BTOA Investment Committee”) oversees and manages the investment process. The BTOA investment team will directly originate investment opportunities that it sources, and will also evaluate opportunities emanating from Blackstone’s other investment businesses. The investment team has relationships with a broad swath of market participants, companies and other counterparties that BTOA expects to yield attractive investment opportunities. BTOA’s investment team, in collaboration with Blackstone’s various business units, is responsible for selecting, evaluating, structuring, diligencing, negotiating, executing, managing and exiting investments, as well as pursuing potential operational improvements and value creation. The objective of BTOA’s approach to investment selection is to investigate an investment opportunity in order to quantify the potential investment’s relative risks and rewards. The process is thorough, and adherence to BTOA’s investment strategy allows the BTOA investment team to seek to allocate its resources only to opportunities with significant chance for completion. After an initial selection, evaluation and diligence process, the deal team will present a proposed transaction at the Review Committee (the “Review Committee”) meeting. Review Committee meetings are led by an executive committee of several senior managing directors and managing directors. Additional senior members of the investment team serve on the Review Committee based upon their geographic location and/or industry expertise. After discussing the contemplated transaction with the deal team, the Review Committee decides whether to give its preliminary approval to the deal team to continue pursuing the investment opportunity and the deal team investigates further any particular issues raised by the Review Committee during the process. This high level of interaction between the Review Committee and investment professionals from inception of a transaction to closing helps identify potential issues early and enables the team to more effectively streamline resources and workflows. Following assimilation of the Review Committee’s input and its decision to proceed with a proposed transaction, the proposed investment will be vetted by the BTOA Investment Committee. The BTOA Investment Committee includes the business leaders of many of Blackstone’s investment businesses and, as appropriate, selected senior managing directors of Blackstone’s other investment businesses based on the type and sector of the proposed transaction. The BTOA Investment Committee is generally responsible for assessing investment opportunities, providing investment guidance and approving all investment decisions. The BTOA Investment Committee may delegate certain responsibilities to a sub-committee thereof consisting of certain members of such committee. Both the Review Committee and the BTOA Investment Committee processes involve a consensus approach to decision making among committee members.
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 established market for potential investments exists 2. Illiquidity of investments by the Funds 3. Changes in legal, fiscal, and regulatory regimes 4. Nature of equity or equity-related investments 5. Non-U.S. investments, including currency fluctuation and political factors 6. Financial market fluctuations and the availability of financing 7. Economic, political and social uncertainty in the U.S. and globally 8. United Kingdom Exit from the European Union and related volatility 9. Dependence on BTOA, BTOA’s key personnel and portfolio entity management 10. Portfolio concentration 11. Broad investment mandate 12. Limited ability to protect the Fund’s interest when making non-controlling investments 13. Distressed investments 14. Investment environment and market risk 15. Environmental risks and potential liabilities 16. Risk of loss of entire investment 17. Due diligence may not reveal all factors affecting an investment 18. Highly competitive market for investment opportunities 19. Policy risks in emerging markets 20. Ability to deploy capital in conjunction with finding suitable investments 21. Currency fluctuations 22. Leverage risk, including joint liability and cross-collateralization with other funds 23. Hedging risks 24. Additional risk of venture investments 25. Industry-specific risks 26. Enhanced scrutiny and potential regulation of the private investment fund industry and the financial services industry (including Dodd-Frank) 27. CFTC registration requirements and maintenance of exemptions therefrom 28. Compliance with the AIFMD 29. Compliance with pay-to-play laws, regulations and policies 30. Compliance with U.S. economic and trade sanctions 31. Compliance with anti-corruption laws and regulations 32. Compliance with tax law (including FATCA and partnership audit rules) 33. Cyber security breaches and identity theft 34. Technological innovations 35. Investments in less established companies 36. Platform investments 37. Real estate investments 38. Debt investments 39. Unspecified investments 40. Risks arising from ERISA including potential control group liability 41. Litigation risk 42. Investments managed by third parties 43. Ability to implement a Fund’s investment strategy 44. Sharing and use of “big data” and other information 45. Contingent liabilities incurred on dispositions or financings of investments 46. Limited availability of investment opportunities 47. Operating and financial risks of portfolio entities 48. Risks associated with distributions in-kind 49. Risk of fraud 50. Risk of distressed securities being subject to workouts, restructurings or bankruptcy 51. Risk of investing in publicly traded securities 52. Risk of default by limited partners 53. Inflation risk 54. Regional risk; interdependence of markets 55. Trade policy 56. Terrorist activities 57. Natural disasters 58. Corruption risks 59. Privatization risks 60. Foreign investment controls 61. Foreign capital controls 62. Legal frame work and corporate governance 63. Accounting, disclosure and regulatory standards 64. Investments in emerging markets and the Asia Pacific region 65. Potential collapse of the Euro 66. Chinese growth slowdown and economy 67. Convertible securities 68. Future investment techniques and instruments 69. Governmental action risks 70. Force majeure 71. Availability of insurance against certain catastrophic losses 72. Volatility of commodity prices 73. Catastrophe risks 74. Regulatory approvals 75. Adequacy of reserve 76. Failure to make payments 77. Risks in effecting operating improvements 78. Expedited transactions 79. Volatility of credit markets affecting ability to finance and consummate investments 80. Risks related to bridge financings 81. Leverage and subscription line of credit 82. Documentation and legal risks
Investors are advised to review the applicable Fund offering materials for a more extensive
description of the risks of investing in such Fund.
Stock markets, bond markets and real estate 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 BTOA manages that is not in BTOA’s control. BTOA 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 Funds. 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. please register to get more info

BTOA does not have any legal, financial or other “disciplinary” event to report. As a registered investment adviser, BTOA is obligated to disclose any legal disciplinary event that would be material to a client when evaluating the adviser’s advisory business or integrity of its management. On occasion, in the ordinary course of its business, Blackstone is named as a defendant in a legal action. Although there can be no assurance of the outcome of such legal actions, BTOA does not believe that any current legal proceeding or claim to which Blackstone is a party would individually or in the aggregate materially affect BTOA 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 Blackstone’s limited partners for the funds in which they are invested. please register to get more info

Other Financial Industry Activities Blackstone has conflicts of interest, or conflicting loyalties, as a result of the numerous activities and relationships of Blackstone, BTOA, the Funds, the Other Blackstone Funds, the Portfolio Entities of the Funds and Other Blackstone Funds 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. Potential limited partners 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 BTOA in this section will be deemed to include their respective affiliates (including the General Partners), partners, members, shareholders, officers, directors and employees. References throughout this section to “Portfolio Entity” describes, individually and collectively, any entity owned, directly or indirectly through subsidiaries, by the Funds or Other Blackstone Funds, 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 BTOA determines in its good faith judgment constitutes an actual and material conflict of interest, BTOA 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 limited partners. Thereafter, BTOA will be relieved of any liability related to the conflict to the fullest extent permitted by law. Actions that could be taken by BTOA or its 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 and/or the limited partners (or L.P. representatives) 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 and/or the limited partners (or L.P. representatives) 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 and/or the limited partners (or L.P. representatives) 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 and/or the limited partners (or L.P. representatives) 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 BTOA in its good faith reasonable discretion. There can be no assurance that BTOA will identify or resolve all conflicts of interest in a manner that is favorable to the Funds. For purposes of this section, (a) “BCP Funds” shall be deemed to include any account, client, fund, vehicle or any other similar arrangement managed by Blackstone Management Partners 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 interests of Blackstone personnel than if such performance-based compensation did not exist, as the General Partner receives a disproportionate share of profits. 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 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. 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 limited partner 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. BTOA 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 BTOA 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 Funds and their portfolio entities, including other investment programs to be developed in the future. Time spent on these other initiatives diverts attention from the activities of the Funds, which could negatively impact the Funds and limited partners. Furthermore, Blackstone and Blackstone personnel derive financial benefit from these other activities, including fees and performance-based compensation. Blackstone personnel outside the Blackstone Tactical Opportunities group share in the fees and performance-based compensation from the Funds; similarly, the Blackstone Tactical Opportunities group personnel share in the fees and performance-based compensation generated by Other Blackstone Funds. 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 limited partners 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 Funds 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 BTOA 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. Limited partners 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 limited partners rely on the applicable General Partner to manage these conflicts in its sole discretion. One or more Portfolio Entities (the “Designated Portfolio Entities”) may employ certain personnel (the “Dedicated Portfolio Entity Personnel”) who devote substantially all of their business time to such Designated Portfolio Entities. Dedicated Portfolio Entity Personnel may have certain qualities of and/or may perform certain functions which were previously performed by Blackstone employees. For example, Dedicated Portfolio Entity Personnel may include a chief investment officer or another individual who will evaluate and source investments with respect to the applicable Designated Portfolio Entity. This person would be an employee of the Designated Portfolio Entity (and receive payments, including salaries, benefits and other compensation (which could include performance-based compensation) from the Designated Portfolio Entity instead of from Blackstone), but he/she could also be expected to participate in regular meetings pertaining to the Designated Portfolio Entity with Blackstone personnel. He/she could also be delegated authority by the investment committee of the Designated Portfolio Entity to make certain investment decisions or otherwise perform management functions with respect to the Designated Portfolio Entity. Dedicated Portfolio Entity Personnel may be offered the ability to invest in (or co-invest alongside) the Funds on preferential terms. Secondments and Internships. Certain personnel of Blackstone and its affiliates, including Consultants (as defined herein), may be seconded to one or more Portfolio Entities of the Funds and Other Blackstone Funds to provide finance, accounting, operational support and other similar services 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) may be seconded, or serve internships at, Blackstone and Portfolio Entities of the Funds. While the Funds, Other Blackstone Funds 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. BTOA and its personnel and related parties will receive intangible and other benefits, discounts and perquisites arising or resulting from their activities on behalf of the Funds, which will not offset or reduce Management Fees or otherwise be shared with the Funds, their Portfolio Entities or the limited partners. 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 BTOA or its personnel or related parties receiving it, even though the cost of the underlying service is borne by the Funds and/or Portfolio Entities. Similarly, BTOA and its 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 limited partners consent to the existence of these arrangements and benefits. Advisors, Consultants and Partners. BTOA, its 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 BTOA or Portfolio Entities of the Funds or Other Blackstone Funds (collectively, “Consultants”), to provide a variety of services. Similarly, the Funds, Other Blackstone Funds 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 BTOA, be chargeable to BTOA or deemed paid to or received by BTOA, or offset or reduce any Management Fees to BTOA or be subordinated to return of the limited partner’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 limited partners) may or may not be considered part of Blackstone’s side-by-side co-investment rights, as determined by BTOA 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, a Consultant provides BTOA 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 BTOA 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. BTOA 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. 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 BTOA is limited in its 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 Funds, 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 BTOA for purposes of the Organizational Documents and none of the fees, costs or expenses described above will reduce or offset the Management Fee. Multiple Blackstone Business Lines. Blackstone has multiple business lines, including the Blackstone Capital Markets Group, which Blackstone, the Funds, Other Blackstone Funds, Portfolio Entities of the Funds and Other Blackstone Funds 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 BTOA that would be relevant to monitoring the Funds’ investments and other activities. Additionally, Blackstone or Other Blackstone Funds 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 Funds could have granted exclusivity to a joint venture partner that limits the Funds and Other Blackstone Funds from owning assets within a certain distance of any of the joint venture’s assets, or Blackstone or an Other Blackstone Fund 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 a Fund to implement its investment program. (See also “—Other Blackstone Funds; 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 limited partners 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. BTOA will consider those relationships when evaluating an investment opportunity, which may result in BTOA 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 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. 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 BTOA with respect to the Funds’ investments and otherwise result in a conflict (See also “— Other Blackstone Funds; Allocation of Investment Opportunities” herein.) Finally, Blackstone and Other Blackstone Funds could acquire limited partner interests in the Funds in the secondary market. Blackstone and Other Blackstone Funds 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. 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 Funds 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 Funds 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 Funds, 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 Funds, information obtained from the Funds and their Portfolio Entities also provides material benefits to Blackstone or Other Blackstone Funds without compensation or other benefit accruing to the Funds or limited partners. 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 Funds 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 Fund. 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 relating to a specific industry may, subject to applicable law, be enhanced by information of a Portfolio Entity in the same or related industry. Such trading may provide a material benefit to Blackstone without compensation or other benefit to the Funds or limited partners. The sharing and use of “big data” and other information presents potential conflicts of interest and the limited partners acknowledge and agree that any benefits received by Blackstone will not be subject to the Management Fee offset provisions or otherwise shared with the Funds or limited partners. As a result, BTOA has an incentive to pursue investments that have data and information that can be utilized in a manner that benefits Blackstone or Other Blackstone Funds. Blackstone Strategic Relationships. Blackstone has entered, and it can be expected that Blackstone in the future will enter, into strategic relationships with investors (and/or one or more of their affiliates) that involve an overall relationship with Blackstone that could incorporate one or more strategies in addition to the Funds’ strategy (“Strategic Relationships”). A Strategic Relationship often involves an investor agreeing to make a capital commitment to multiple Blackstone funds, one of which may be a Fund. Limited partners will not receive a copy of any agreement memorializing a Strategic Relationship program (even if in the form of a side letter) and will be unable to elect in the “most-favored nations” election process any such rights or benefits afforded through a Strategic Relationship. Specific examples of such additional rights and benefits include, among others, specialized reporting, discounts on and/or reimbursement of Management Fees or carried interest, secondment of personnel from the investor to Blackstone (or vice versa), targeted amounts for co-investments alongside Blackstone funds (including, without limitation, preferential or favorable allocation of co- investment, and preferential terms and conditions related to co-investment or other participation in Blackstone funds (including any carried interest and/or Management Fees to be charged with respect thereto, as well as any additional discounts or rebates thereof or other penalties that may result if certain target co-investment allocations or other conditions under such arrangements are not achieved)). The co-investment that is part of a Strategic Relationship may include co-investment in investments made by the Funds. Blackstone, including its personnel (including Blackstone Tactical Opportunities personnel), may receive compensation from Strategic Relationships and be incentivized to allocate investment opportunities away from the Funds to or source investment opportunities for Strategic Relationships. Strategic Relationships may therefore result in fewer co-investment opportunities (or reduced allocations) being made available to limited partners. (See also “—Additional Potential Conflicts of Interest with respect to Co-Investment; Strategic Relationships Involving Co-Investment” herein). Buying and Selling Investments or Assets from Certain Related Parties. The Funds and their Portfolio Entities may purchase investments or assets from or sell investments or assets of the Funds to limited partners, Portfolio Entities of other Funds or Other Blackstone Funds or their respective related parties. Purchases and sales of investments or assets of the Funds between the Funds or their Portfolio Entities, on the one hand, and limited partners, Portfolio Entities of other Funds or Other Blackstone Funds or their respective related parties, on the other hand, are not subject to the approval of any L.P. Advisory Committee or limited partner (or L.P. representative or Independent Client Representative (if any)) unless otherwise required under the Advisers Act or other applicable laws or regulations. These transactions involve conflicts of interest, as Blackstone may receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to the transaction. Blackstone’s Relationship with Pátria. Blackstone owns 40% of the equity interests in Pátria Investimentos Ltd. (“Pátria”), a leading Brazilian alternative asset manager and advisory firm. Pátria’s alternative asset management businesses include the management of private equity funds, real estate funds, infrastructure funds and hedge funds (e.g., a multi-strategy fund and a long/short equity fund). Each of Blackstone’s and Pátria’s respective investment funds continues to pursue investment opportunities in accordance with their existing mandates. While it is not expected that there will be material overlap between the Funds’ investment programs and Pátria’s investment activities, there may be instances in which investment opportunities otherwise appropriate for the Funds will be shared with (or allocated to) Pátria. Therefore, there may be opportunities available to Pátria that are not shared with the Funds, and there may be opportunities available to the Funds that are shared with one or more Pátria funds. Blackstone generally expects, with respect to certain types of investments in Brazil otherwise suitable for the Funds, to permit such investments to be shared with and/or pursued by Pátria, which may be on a priority basis and may result in the Funds not participating in any such investments or participating therein to a lesser extent. In addition, the Funds may invest in companies or other entities in which Pátria sponsored investment funds make an investment in a different part of the capital structure (and vice versa). In such situations, the Funds and such other Pátria sponsored investment funds (and therefore Blackstone through its indirect minority interest in Pátria) may have conflicting interests (e.g., over the terms of their respective investments). Pátria is not considered an “affiliate” of Blackstone under the Organizational Documents of the Funds. Other Blackstone Funds; Allocation of Investment Opportunities. Blackstone invests its own capital and third-party capital throughout the world, including on behalf of the Other Blackstone Funds (including Fidelity & Guaranty Life Insurance Company and certain other Portfolio Entities of the Funds), which include a number of existing Other Blackstone Funds that have an investment strategy or objective that is adjacent to or overlaps with those of the Funds, including Blackstone ISG-I Advisors L.L.C., which focuses on investments relating to insurance. For example, certain Other Blackstone Funds have investment objectives that are adjacent to the investment objectives of the Blackstone Tactical Opportunities Program, such as the Blackstone Tactical Opportunities Stable Income Program. The Funds serve as Blackstone’s synergistic platform that provides opportunities for tactical investing that generally do not fit into the primary focus of any of the existing Other Blackstone Funds although the investment objectives of such Other Blackstone Funds may be a subset of, overlap significantly with, or be more narrowly focused (e.g., focusing on one asset class, sector and/or one geographic region) than the investment objectives of the Funds. Such Other Blackstone Funds may be sponsored and managed by BTOA or its affiliates and may participate alongside the Funds with respect to investments within such narrower focus, limitation or shared investment objectives (which may reduce, in whole or in part, the allocation thereof to the Funds). Blackstone may from time to time make and hold investments of various types with or in lieu of Other Blackstone Funds. Although such investments could be limited or restricted by the Organizational Documents or the agreements for Other Blackstone Funds, to the extent Blackstone does make or hold such investments, many of the conflicts of interest associated with the activities of Other Blackstone Funds also apply to such investment activities of Blackstone. It is expected that some activities of Blackstone, the Other Blackstone Funds and their portfolio entities will compete with the Funds and their Portfolio Entities for one or more investment opportunities that are consistent with the Funds’ investment objectives, and as a result such investment opportunities may only be available on a limited basis, or not at all, to the Funds. BTOA has conflicting loyalties in determining whether an investment opportunity should be allocated to the Funds, Blackstone or an Other Blackstone Fund, and these conflicts may not necessarily be resolved in favor of the Funds. Blackstone has adopted guidelines and policies, which it may update from time to time, regarding allocation of investment opportunities. In circumstances in which any Other Blackstone Funds have investment objectives or guidelines that overlap with those of the Funds, in whole or in part, Blackstone generally determines the relative allocation of investment opportunities among one or more of the Funds and/or such Other Blackstone Funds on a fair and reasonable basis in good faith according to guidelines and factors determined by it. However, the application of those guidelines and factors may result in the Funds not participating, or not participating to the same extent, in investment opportunities in which they would have otherwise participated had the related allocations been determined without regard to such guidelines. Among the factors that BTOA considers in making investment allocations among the Funds and Other Blackstone Funds are the following: (x) any applicable investment objectives, focus, parameters, guidelines, investor preferences, limitations and other contractual provisions and terms relating to the Funds and such Other Blackstone Funds and the duration of their investment periods, (y) available capital of the Funds and such Other Blackstone Funds, (z) legal, tax, regulatory, accounting and other considerations deemed relevant by BTOA, including, without limitation, (i) primary and permitted investment strategies and objectives of the Funds and the Other Blackstone Funds, including, without limitation, with respect to Other Blackstone Funds that expect to invest in or alongside other funds or across asset classes based on expected return (such as BTAS Funds, BREP Funds, BREDS Funds, BIP Funds, GSO Funds, Strategic Partners, Life Sciences, BIS Funds, BAAM Funds (including BSOF), BCP Funds, BSCH, Clarus, and certain managed accounts with similar investment strategies and objectives), (ii) sourcing of the investment and the nature and extent of involvement of the respective teams of investment professionals dedicated to the funds, (iii) the sector and geography/location of the investment, (iv) the specific nature (including size, type, amount, liquidity, holding period, anticipated maturity and minimum investment criteria) of the investment, (v) expected investment return, (vi) risk/return profile of the investment, (vii) expected leverage on the investment, (viii) expected cash characteristics (such as cash-on-cash yield, distribution rates or volatility of cash flows), (ix) capital expenditure required as part of the investment, (x) portfolio diversification concerns (including, but not limited to, whether a particular fund already has its desired exposure to the investment, sector, industry, geographic region or markets in question), (xi) relation to existing investments in a fund, if applicable (e.g., “follow on” to existing investment, joint venture or other partner to existing investment, or same security as existing investment), (xii) avoiding allocation that could result in de minimis or odd lot investments, (xiii) co-investment arrangements, (xiv) anticipated tax treatment of the investment and (xv) other considerations deemed relevant by BTOA in good faith. BTOA could also determine not to pursue opportunities. Moreover, under certain circumstances investment opportunities sourced and/or identified by the Funds and that fall within the Funds’ investment strategy and objective may be allocated in whole or in part to Portfolio Entities, Other Blackstone Funds or portfolio entities of Other Blackstone Funds, or Blackstone. The allocation of investments to Other Blackstone Funds, including as described above, may result in fewer co-investment opportunities (or reduced allocations) being made available to the limited partners. Blackstone has adopted “first-call” guidelines in connection with determining allocations of investment opportunities among its business groups. The “first-call” guidelines are non- exclusive and subject to the provisions of the Organizational Documents, including the factors described above. Blackstone has set forth priorities and presumptions regarding what constitutes “debt” investments, “control oriented equity” investments, risk and return characteristics for defining “core” or “core+” investments, presumptions regarding allocation for certain types of investments (e.g., distressed investments) and other matters. The application of such guidelines may result in the Funds not participating, or not participating to the same extent, in investment opportunities in which they would have otherwise participated had the guidelines not existed. BTOA makes good faith determinations for allocation decisions based on expectations that may prove inaccurate. Information unavailable to BTOA, or circumstances not foreseen by BTOA at the time of allocation, may cause an investment opportunity to yield a different return than expected. For example, an investment opportunity that BTOA determines to be consistent with the return objectives of the Blackstone Tactical Opportunities Stable Income Program rather than the Funds could exceed BTOA’s expectations and underwriting and generate an actual return that would have been appropriate for the Funds. Conversely, an investment that BTOA expects to be consistent with the Funds’ return objectives may fail to achieve them. To the extent the Funds jointly hold securities with any Other Blackstone Fund that has a different expected duration or liquidity terms, conflicts of interest will arise between the Funds and such Other Blackstone Fund with respect to the timing and manner of disposition of opportunities. In order to mitigate any such conflicts of interest, the Funds may recuse themselves from participating in any decisions relating or with respect to the investment by the Funds or the Other Blackstone Fund. If the Other Blackstone Fund maintains voting rights with respect to the securities it holds, or if the Funds do not recuse themselves, Blackstone may be required to take action where it will have conflicting loyalties between its duties to the Funds and such Other Blackstone Funds, which may adversely impact the Funds. (See also “—Other Blackstone Funds; Allocation of Investment Opportunities” herein). Even if the Funds and such Other Blackstone Funds and/or co-investment or other vehicles invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Funds and/or such Other Blackstone Funds and vehicles may not be the same. Additionally, the Funds and/or such Other Blackstone Funds and/or vehicles will generally have different expiration dates and/or investment objectives (including return profiles) and Blackstone, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities and such differences may also impact the allocation of investment opportunities. As such, the Funds and/or such Other Blackstone Funds may dispose of any such shared investment at different times and on different terms. In connection with the Funds’ investment activities, the BTOA Investment Committee (or a sub- committee thereof consisting of one or more individuals of the BTOA Investment Committee or a chief investment officer) generally reviews and approves potential investments. The allocation of investment opportunities among the Funds and the Other Blackstone Funds is initially formulated by an allocation committee comprised of the Blackstone Tactical Opportunities Chief Operating Officer and Chief Compliance Officer as well as representatives of Investor Relations/Business Development and Legal and Compliance (the “Allocation Committee”). The Allocation Committee meets to review and recommend to the BTOA Investment Committee (or a sub-committee thereof) the allocation of each transaction. There is no guarantee that the Allocation Committee will recommend an allocation of any potential investment to the Funds. A portion of certain investments may be allocated to Blackstone and Other Blackstone Funds, and Other Blackstone Funds may have primary contractual investment mandates that grant exclusive or priority allocation rights over certain investments made by the Funds. In addition, in certain circumstances certain other investment vehicles will receive allocations of investments that are otherwise appropriate for the Funds (including Other Blackstone Funds and/or certain funds sponsored by Pátria), which will from time to time result in the Funds not participating (or participating to a lesser extent) in certain investment opportunities otherwise within their mandates. Under certain circumstances, Blackstone may determine not to pursue some or all of an investment opportunity within the Funds’ mandates, including without limitation, as a result of business, reputational or other reasons applicable to the Funds, Other Blackstone Funds, their respective portfolio entities or Blackstone. In addition, BTOA may determine that the Funds should not pursue some or all of an investment opportunity, including, by way of example and without limitation, because the Funds have already invested sufficient capital in the investment, sector, industry, geographic region or markets in question, as determined by BTOA in its good faith reasonable sole discretion, or the investment is not appropriate for the Funds for other reasons as determined by BTOA in its good faith reasonable sole discretion. In any such case Blackstone could, thereafter, offer such opportunity to other parties, including Other Blackstone Funds or Portfolio Entities or limited partners of the Funds or Other Blackstone Funds, joint venture partners, related parties or third parties, and such parties may pursue the opportunity. When BTOA determines not to pursue some or all of an investment opportunity for the Funds that would otherwise be within the Funds’ objectives and strategies, and Blackstone provides the opportunity or offers the opportunity to Other Blackstone Funds, Blackstone, including its personnel (including Blackstone Tactical Opportunities personnel) may receive compensation from the Other Blackstone Funds, whether or not in respect of a particular investment, including an allocation of carried interest or referral fees, and any such compensation could be greater than amounts paid by the Funds to BTOA. As a result, BTOA (including Blackstone Tactical Opportunities personnel who receive such compensation) could be incentivized to allocate investment opportunities away from the Funds to or source investment opportunities for Other Blackstone Funds. In addition, in some cases Blackstone may earn greater fees when Other Blackstone Funds participate alongside or instead of the Funds in an investment. Certain Other Blackstone Funds may contractually or legally limit the investment opportunities available to the Fund. For example, certain Other Blackstone Funds may agree with investors that co-investment opportunities first be offered to the investors in such product prior to any such opportunity being offered to the Funds. By executing their subscription agreements with respect to the Funds, each limited partner will be deemed to have acknowledged that Other Blackstone Funds, including, without limitation, the BCP Funds, the BREP Funds, the BREDS Funds, the BTAS Funds, Blackstone Real Estate Income Trust, Blackstone Infrastructure Partners, Blackstone Insurance Solutions, and various investment vehicles sponsored or managed by GSO, BAAM, Strategic Partners, Life Sciences, Clarus or Pátria, will from time to time share and/or receive priority allocation of certain investments that might be otherwise appropriate for the Funds or will from time to time otherwise participate in investments alongside the Funds. As a result of the foregoing, the Funds will not necessarily receive an allocation of each investment opportunity within their mandates. To the extent such Other Blackstone Funds elect not to invest in such investment opportunity (or elect to invest in only a portion of such opportunity), such investment opportunity (or the remainder of such investment opportunity) may be allocated to the Funds. In addition, as a general matter, it is expected that Blackstone’s Real Estate, Private Equity and GSO credit business will receive priority over most real estate opportunities, control equity opportunities and certain types of credit opportunities, respectively. The arrangements described herein may result in investments that fit within the primary investment mandates of the Funds being wholly or partially allocated to one or more Other Blackstone Funds. Any such Other Blackstone Funds may be advised by a different Blackstone business group with a different investment committee, which could determine an investment opportunity to be more attractive than BTOA believes to be the case. In any event, there can be no assurance that BTOA’s assessment will prove correct or that the performance of any investments actually pursued by the Funds will be comparable to any investment opportunities that are not pursued by the Funds. Blackstone, including its personnel, may receive compensation from any such party that makes the investment, including an allocation of carried interest or referral fees, and any such compensation could be greater than amounts paid by the Funds to BTOA. In some cases, Blackstone earns greater fees when Other Blackstone Funds participate alongside or instead of the Funds in an investment. Blackstone recently launched an infrastructure investment program, which is expected to consist of Blackstone Infrastructure Partners L.P. and one or more other open-ended commingled private investment funds and separate accounts, including a separate account through which a large sovereign wealth fund investor has committed to generally match up to $20 billion of capital commitments from third-party investors. It is therefore expected that the BIP Funds will, from time to time, have up to, or in excess of, $40 billion in available capital for investments in infrastructure assets, which may include investments in energy infrastructure, “waste-to-energy” and/or other energy or natural resources-related companies or projects that could be considered to fit within the common investment objectives of the Funds and the BIP Funds, and there can be no assurances that any such investments will not be wholly or partially allocated to the BIP Funds following consideration of the guidelines and factors described herein. In addition, Blackstone’s energy and natural resources-related investment activities have expanded with the formation of GSO Energy Select Opportunities Fund LP (the “GSO Energy Debt Fund”), which focuses primarily on making energy and natural resources-related debt investments, and with Blackstone’s acquisition of Harvest Fund Advisors LLC, which sponsors or manages funds, vehicles and accounts (the “Harvest Funds”) that invest in the securities of energy or natural resources-focused midstream master limited partnerships (“MLPs”). As a result, it can be expected that investments that could be considered to fit within the common investment objectives of the Funds and the GSO Energy Debt Fund, such as energy and natural resources-related debt and/or equity investments, may be allocated in whole or in part to the GSO Energy Debt Fund, and that investments that could be considered to fit within the common investment objectives of the Funds and the Harvest Funds, such as investments in energy or natural resources-focused MLPs, may be allocated in whole or in part to the Harvest Funds. In addition, the Blackstone Energy Partners funds focus primarily on privately negotiated investments involving the acquisition of principally controlling or control-oriented interests in the energy and natural resources sectors broadly, including those companies and projects within the following target sectors: oil & gas exploration and production, midstream, energy services and equipment, petroleum refining and marketing, power generation, metals, minerals and mining, and other sectors and services within the energy and natural resource sector (e.g., timber, water, etc.). Furthermore, other types of investments that could be considered to fit within the common investment objectives of the Funds and Other Blackstone Funds may be allocated in whole or in part to such Other Blackstone Funds. For example, it can be expected that investments in companies with substantial real estate holdings may be allocated to Blackstone’s real estate funds. Accordingly, there can be no assurances that any investments that could be considered to fit within the investment objectives of the Funds will not, following consideration of the guidelines and factors described herein, be wholly or partially allocated to BIP, the GSO Energy Debt Fund, the Harvest Funds, the Blackstone Energy Partners funds or any other existing or future Other Blackstone Funds. The BTAS Funds are part of a multi-strategy program designed to provide investors with exposure to a broad mix of Blackstone’s key investment programs (e.g., private equity, real estate, credit and opportunistic). The BTAS Funds will seek to invest substantially all of their assets in investments in which Other Blackstone Funds participate, and as part of their investment program may seek to invest in opportunistic investments that are also appropriate for the Funds. While such opportunistic investments are expected to represent a small portion of the overall portfolio allocation of the BTAS Funds, the BTAS Funds may nonetheless participate in investments alongside the Funds and certain Other Blackstone Funds with overlapping investment objectives (including through Blackstone’s side-by-side co-investment rights, as described below), which will from time to time result in the BTAS Funds receiving a share of a substantial portion of investments by the Funds. The overlapping objectives of the BTAS Funds may also give rise to conflicts of interest relating to the allocation of investment opportunities, which Blackstone will seek to resolve in a fair and equitable manner although there is no assurance that Blackstone will be able to do so. Furthermore, certain Funds will be operated as part of the Blackstone Tactical Opportunities Program, which is comprised of a number of existing comparable Funds alongside which such Funds will generally participate in investments. As part of the Blackstone Tactical Opportunities Program, BTOA and its affiliates have closed and may close on one or more new investment vehicles (including one or more managed accounts (or other similar arrangements, including those that may be structured as one or more entities) for the benefit of one or more specific investors (or group of specific investors)) having the same or similar investment objectives as the Funds and having terms as determined by BTOA in its sole discretion and such comparable Funds may invest alongside the other Funds. The applicable Organizational Documents include a “program-wide cap” on the available capital/Unpaid Capital Commitments to the Funds and the unpaid capital commitments of the actively investing comparable Funds whose investment periods have not expired, subject to certain exclusions. BTOA and its affiliates may in their discretion accept capital commitments from investors in comparable Funds while designating all or only a portion of such capital commitments as “available” or “active” at any time, such that only the “available” or “active” portions of capital commitments will be taken into account with respect to the “program-wide cap” and for purposes of allocating investments amongst the Funds. Comparable Funds have and in the future may be established for investors that are affiliates of Blackstone, including Other Blackstone Funds (such as the BTAS Funds and Blackstone Harrington Partners L.P., Blackstone Insurance Solutions and Strategic Partners funds). To the extent that an investment falls within the investment objectives of certain Funds and such Funds invest in such investment, then such Funds will generally invest their available capital on pari passu basis based on their relative available capital taking into account the remaining investment periods of such Funds, subject to the investment limitations and terms of such Funds, legal, regulatory, tax, accounting and other considerations, including any investment preferences (including over- or under-weighing certain assets classes, incorporating a geographic focus or limitations, target size of the investment and/or risk / return profile preference) articulated in advance by one or more investors in such Funds and other considerations (including the availability of any credit facility and the allocation considerations described above). For purposes of determining “available capital” BTOA will generally formulaically take into account the remaining duration of each account’s investment period. Under this allocation methodology, capital deployment is allocated by calculating each account’s available capital, which is then weighted by the remaining time in each account’s investment period. The “weighting factor” is calculated by dividing the account’s available capital by the percentage of days left in the account’s investment period. While BTOA will seek to allocate investments among the Funds, it is acknowledged and agreed that certain Funds may not necessarily participate in each investment as a result of legal, tax, regulatory or other considerations, which will from time to time result in an increase in the other Funds’ allocable share of such investment. BTOA and its affiliates may adopt policies and procedures to promote diversification (or other portfolio allocation and management considerations) and/or generally limit each account’s investment to a certain percentage of commitments (or of the relevant investment) below the contractual diversification limit for such investment (e.g., 10%). In connection with the Funds’ participation in investments as part of the Blackstone Tactical Opportunities Program, the Funds may from time to time make investments in or relating to Portfolio Entities of the Blackstone Tactical Opportunities Program (including, for example, investments that represent follow-on investment opportunities relating to such Portfolio Entities) where BTOA determines that doing so is appropriate for the Funds under the circumstances, taking into account the allocation considerations described above. BTOA or an affiliate may agree with one or more investors in certain Funds (or Other Blackstone Funds) to seek for such Funds (or Other Blackstone Funds) to qualify as “venture capital operating companies” within the meaning of United States Department of Labor regulations. As a result, such Funds (or Other Blackstone Funds) may invest in and divest from certain investment opportunities alongside the other Funds at different times or on different terms, and may not participate in a substantial portion of investment opportunities alongside the other Funds, and therefore the other Funds will be allocated a larger portion of such opportunities (and consequently bear a greater share of expenses and liabilities related thereto) than would otherwise be the case. In connection with the foregoing, BTOA may negotiate or assign certain management rights with respect to a Portfolio Entity (including the right to appoint a board member) to such Funds or Other Blackstone Funds, as opposed to the Funds and Other Blackstone Funds as a whole. In addition to different investor preferences, potential investors should please register to get more info

BTOA 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. All BTOA 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 applicable law. BTOA 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 BTOA meets its fiduciary obligation to BTOA’s investors (or prospective investors) and to instill a culture of compliance within BTOA. 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. BTOA also supplements 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 and Affiliations for a list of investment related potential conflicts, including, in particular, “Other Blackstone Funds; Allocation of Investment Opportunities” describing conflicts related to allocation of investment opportunities among investment funds sponsored by Blackstone and co-investors. BTOA has adopted policies and procedures to address such potential conflicts of interest. BTOA and its related personnel are subject to guidelines governing the ability to trade in personal accounts. The guidelines generally require that such trading be conducted for investment rather than speculative purposes (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 Christopher James; 212-583-5811; jamesc@blackstone.com. please register to get more info

BTOA does not generally trade in public securities; however, in the event BTOA executes a brokerage transaction for the Funds (e.g. trades in public securities or enters into hedging transactions), BTOA 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 The Funds’ accounts and investment positions are monitored by BTOA personnel on a regular and current basis. The BTOA Investment Committee meets as necessary to review general portfolio composition, investment opportunities, market conditions, potential conflicts, and recent trading activities. The BTOA Investment Committee consists of approximately 14 persons, which is comprised of executive officers of Blackstone, business heads of Blackstone’s various investment businesses and selected senior managing directors. BTOA might periodically review on an expedited basis the assets of the Funds 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. BTOA makes use of a website, 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, BTOA 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

BTOA has distribution and/or placement agent arrangements with a number of unaffiliated third parties. In a typical distribution or placement agent arrangement, BTOA agrees to pay a third party solicitor for referring investors into a BTOA fund. 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 a third party 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 BTOA (through a corresponding reduction in the Management Fee by BTOA or otherwise), 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. 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 BTOA affiliates acting as General Partners and, as such, BTOA is deemed to have custody of the Funds’ funds. BTOA generally 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

BTOA maintains the authority to manage the 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 BTOA will generally be deemed to have authority to vote proxies relating to the companies in which its clients invest, BTOA has adopted a set of policies and procedures (together, the “Policy”) in compliance with the Proxy Rule. To the extent that BTOA 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 BTOA in its sole discretion. Notwithstanding the foregoing, because proxy proposals and individual company facts and circumstances may vary, BTOA may not always vote proxies in accordance with the Policy. In addition, many possible proxy matters are not covered in the Policy. Generally, BTOA will vote proxies in favor of management’s recommendations, 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 BTOA or its affiliates, on the other hand. If BTOA determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, BTOA will address matters involving such conflicts of interest on a case-by-case basis by consulting with the Chief Compliance Officer subject to legal, regulatory, contractual or other applicable considerations. The analysis will be documented. BTOA, 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 Proxy Rule by contacting Christopher James; 212-583-5811; jamesc@blackstone.com. please register to get more info

BTOA does not charge fees more than six months in advance, has never been the subject of a bankruptcy petition at any time during the past ten years and is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its clients.
Item 19 – Requirements for State Registered Advisers
This item is not applicable as BTOA is not registered in any state. please register to get more info