BLACKSTONE MULTI-ASSET ADVISORS L.L.C.
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
Blackstone Multi-Asset Advisors L.L.C. (“BMAA”), a Delaware limited liability company, formerly known as Blackstone Total Alternatives Solution Advisors L.L.C., was founded in 2014 as part of Blackstone (as defined below). As an umbrella advisor, BMAA currently consists of two primary divisions, Blackstone Total Alternatives Solution (“BTAS”), and Blackstone Advisors (defined below) (BTAS and Blackstone Advisors, collectively, the “BMAA Divisions”), and engages in other advisory activities outside of those divisions as described herein. BMAA, through BTAS, provides investment advisory services to pooled investment vehicles (the “BTAS Partnerships”), managed accounts or arrangements or alternative investment vehicles relating to the foregoing and other investment vehicles (including successor vehicles) having the same or similar investment objectives as the BTAS Partnerships (collectively, the “BTAS Funds” and each, a “BTAS Fund”). BTAS is responsible for the management of the BTAS Funds’ investment program pursuant to an investment advisory agreement entered into between each BTAS Fund and BMAA, and has the authority to make commitments to investments and to make investment allocation and management decisions for the BTAS Funds on a discretionary basis. BTAS will seek to invest each BTAS Fund’s assets into a variety of appropriate investment opportunities primarily by investing each BTAS Fund’s assets in or alongside Other Blackstone Accounts (as defined below). Subject to the investment limitations of each BTAS Fund, BTAS may also invest in or alongside investment funds, vehicles or accounts managed by third parties (“Third Party Vehicles”) and in other appropriate investment opportunities selected by BTAS in accordance with the BTAS Funds’ investment objectives. As used herein, the Other Blackstone Accounts and Third Party Vehicles are collectively referred to as the “Underlying Accounts” or “Underlying Vehicles” and the managers of the Other Blackstone Accounts and the Third Party Vehicles are collectively referred to as the “Underlying Managers.” With respect to accounts for charitable programs, endowments and/or related entities established by, or associated with, Blackstone and/or certain of its affiliates or employees (current and/or former) (collectively, the “Associated Endowment Program”), BMAA delegates investment advisory responsibility to Blackstone Advisors as sub-advisor. The Associated Endowment Program seeks to invest largely in or alongside a range of Other Blackstone Accounts, but may also invest in other investment opportunities determined to be appropriate by Blackstone Advisors in good faith, including Third Party Vehicles. BMAA also advises other types of investment vehicles and managed accounts or arrangements, including various side-by-side investment vehicles sponsored by Blackstone (collectively, “SBS Vehicles” and each, a “SBS Vehicle”) that invest alongside various underlying Blackstone sponsored funds and/or Other Blackstone Accounts (directly or indirectly). With respect to SBS Vehicles, BMAA provides administrative and other services, including determining the commitment to investments with respect to the SBS Vehicles across various underlying investment strategies. However, as of the date hereof, BMAA does not currently expect there to be any new capital commitments or investments in SBS Vehicles advised by BMAA in the near future. For purposes hereof, the foregoing clients of BMAA, including the BTAS Funds, the Associated Endowment Program, and SBS Vehicles are referred to herein as the “BMAA Clients”. BTAS and Blackstone Advisors are separate divisions and/or investment programs of BMAA and generally utilize separate portfolio managers with respect to the provision of investment management services to their BMAA Clients. BMAA, as adviser to SBS Vehicles, acts separately from the BMAA Divisions when it provides administrative and other services with respect to the SBS Vehicles. Effective as of July 1, 2019, The Blackstone Group Inc. converted from a Delaware limited partnership named The Blackstone Group L.P. to a Delaware corporation. The Blackstone Group Inc. (together, with its affiliates, “Blackstone”) is the ultimate parent of BMAA and is a publicly traded corporation that has common shares which trade on the New York Stock Exchange under the symbol “BX”. Blackstone Intermediary Holdco L.L.C. is the sole member of BMAA. Blackstone Advisory Partners L.P. (“BAP”) is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Holdings I L.P. is the general partner of BAP. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. The Blackstone Group Inc. is the controlling shareholder of Blackstone Holdings I/II GP L.L.C. Please see the chart on the next page. Blackstone is one of the leading alternative investment managers in the world with investment programs concentrating on the private equity, real estate, credit and hedge fund solutions areas. Please see Item 10 – Other Financial Industry Activities & Affiliations and Item 11 – Code of Ethics for more information. The Blackstone Group Inc. BTAS Blackstone Advisory Partners L.P. Blackstone Intermediary Holdco L.L.C. Blackstone Multi - Asset Advisors L.L.C. Blackstone Advisors Other Activities BTAS
Funds
Associated Endowment
Program
Other
Vehicles
Provision of Advisory Services Business Divisions / Investment Programs Ultimate Parent Sole Member Sole Member
Overview of BTAS Advisory Services
As investment advisor to the BTAS Funds, BMAA: Identifies investment opportunities for the BTAS Funds Participates in the monitoring and evaluation of the BTAS Funds’ investments Makes recommendations to the general partners of the BTAS Funds regarding the purchase and/or sale of investments and allocation decisions, as further described herein The individual needs of the investors in the BTAS Funds are not the basis of investment decisions by BMAA. Investment advice is provided directly to the BTAS Funds by BMAA and not individually to the BTAS Funds’ respective investors. Investors in the BTAS Funds are entitled to the rights and benefits described in the applicable confidential offering memorandum, limited partnership agreements, investment advisory agreements, subscription documents and other applicable constituent fund documents of each BTAS Fund (the “BTAS Fund Constituent Documents”). With respect to the BTAS Funds, the BTAS investment committee (the “BTAS Investment Committee”), which includes certain Blackstone Senior Managing Directors and Managing Directors, determines the investment policy and guidelines of each BTAS Fund. The BTAS Investment Committee is responsible for determining the allocation of investment opportunities among BTAS Funds that have active, overlapping investment periods based on such factors as it determines in good faith to be appropriate, which may include, but not limited to: Each BTAS Fund’s existing investment in the relevant Blackstone Asset Classes (as defined below) The investment limitations of each BTAS Fund The potential for the proposed investment opportunity to create an industry or sector imbalance in the portfolio of any of the relevant BTAS Funds The current investment pace and proximity of each relevant BTAS Fund to the end of its specified term/investment period The target deployment levels for each BTAS Fund The tax consequences of such investment to each BTAS Fund and/or its underlying investors Each BTAS Fund’s availability of leverage and any requirements or other terms of any existing leverage facilities to which such BTAS Fund is a party Such other considerations deemed relevant by the BTAS Investment Committee The allocation policies and procedures permit deviations from such policies and procedures if certain circumstances arise that are enumerated in the BTAS Allocation Framework and Strategy Identification (the “Allocation Framework”) or where strict compliance with such allocation policies and procedures may not be possible and/or if unusual or extraordinary conditions warrant deviation from standard practices. In such circumstances, the Investment Committee (or the BTAS portfolio management team (the “BTAS Portfolio Management Team”), pursuant to the authority delegated to it by the Investment Committee, as described below) shall determine the appropriate actions which, in its reasonable judgment, will serve the best interests of, and will be fair and reasonable with respect to, all of the BTAS Funds. The BTAS Investment Committee, along with the BTAS Portfolio Management Team, will also seek to ensure strategy diversification within a given BTAS Fund pursuant to the applicable BTAS Fund Constituent Documents. If a commitment is made to an investment that is also being made by two or more Other Blackstone Accounts (as defined below) which are part of different Blackstone Asset Classes, the BTAS Portfolio Management Team will make an allocation determination for the purposes of the Blackstone Asset Class and fund strategy diversification limits. In making such determination, the BTAS Portfolio Management Team will consider the following factors: The primary Blackstone investment committee approving the transaction The primary Blackstone investment team undertaking the due diligence on the investment opportunity The primary investment objective of the Other Blackstone Accounts The fundamentals of the investment, such as geography and target asset The relative amounts of capital committed by the Other Blackstone Accounts The relative amounts of capital committed by the BTAS Funds through fund life commitments and periodic elections to the Other Blackstone Accounts The source of the investment opportunity Other considerations deemed relevant by the BTAS Investment Committee Pursuant to the Allocation Framework, the classification of each investment will be tracked by the BTAS Portfolio Management Team to ensure compliance with the investment guidelines of the applicable BTAS Fund. From time to time, Blackstone will launch new strategies that were not in existence at the time of the BTAS Program launch and these will be classified pursuant to the guidelines set out in the Allocation Framework.
Blackstone Advisors Portfolio Managers
The Associated Endowment Program is managed by Blackstone Advisors and Senior Managing Director Gideon Berger (the “Blackstone Advisors Portfolio Managers”) pursuant to the authority delegated to Blackstone Advisors by BMAA. With respect to the Associated Endowment Program, the Blackstone Advisors Portfolio Managers review the information available to them to make investment and management decisions regarding the Associated Endowment Program in accordance with its constituent documents, agreements and related offering or disclosure materials (the “Associated Endowment Program Constituent Documents”).
Other Activities
BMAA advises other types of investment vehicles and managed accounts or arrangements, such as the SBS Vehicles that it has advised in the past that invest alongside various underlying Blackstone sponsored funds and/or Other Blackstone Accounts (directly or indirectly). When serving as adviser to an SBS Vehicle, BMAA provides services pursuant to the applicable confidential offering memorandum, limited partnership agreements, investment advisory agreements, subscription documents and other applicable constituent documents relating to each SBS Vehicle (the “SBS Vehicle Constituent Documents”). When serving as adviser to the SBS Vehicles, BMAA makes decisions with respect to commitments to underlying strategies as part of the “side-by-side” investment program in accordance with the applicable investment allocation framework and by balancing a variety of factors, including, but not limited to: Long-term fundamentals Risk profile of the Underlying Vehicles The primary investment objective of the Other Blackstone Accounts Positive growth prospects Availability of opportunities to invest in or alongside Underlying Vehicles Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.
Assets Under Management
BMAA’s regulatory assets under management are approximately $6,127,349,308, all of which are managed on a discretionary basis. This regulatory assets under management number consists of $6,067,257,815 (measured as of December 31, 2018) in the BTAS Funds and $60,091,493 (measured as of December 31, 2018) in the SBS Vehicles. The assets reported above exclude assets with respect to which BMAA has delegated investment advisory authority to an investment adviser that is a “related person” (as defined in Form ADV) of the Adviser. Such sub-advisory assets are included in the regulatory assets under management reported in the ADV Part 2A of the affiliated adviser to which BMAA delegated such investment advisory authority. Per the instructions to Form ADV Part 1A, such excluded sub-advisory assets are included in the regulatory assets under management reported in BMAA Form ADV Part 1A. Furthermore, the assets reported above include assets attributable to the amount that clients of BMAA have invested in clients advised by an investment adviser that is a related person of BMAA. As a result, those assets are included in the regulatory assets under management of both BMAA and such other affiliated advisers. please register to get more info
Management Fees
With respect to the BTAS Funds, per the investment advisory agreements with each of the BTAS Funds, BMAA is entitled to compensation for its services to the BTAS Funds in the form of a management fee (“Management Fee”), in the amount and on the terms and conditions described in the relevant BTAS Fund Constituent Documents. The Management Fee paid by BTAS Fund investors will be reduced by an amount equal to the sum of (i) 100% of net break-up and topping fees borne by such BTAS Fund and allocated to such investors, and net commitment fees and (ii) 100% (or, with respect to certain BTAS Funds, 70%) of net monitoring, transaction, financing (solely associated with such BTAS Fund providing financing to a portfolio entity), divestment, directors’ and organizational fees received by BMAA and its affiliates; provided, that the amount of any such fees will be allocated between the relevant BTAS Fund(s) and any Other Blackstone Account(s) on a pro rata basis. The amount of such fees that are allocable to the Other Blackstone Account(s) generally do not offset the Management Fees payable by investors in the relevant BTAS Fund(s), even if such Other Blackstone Accounts provide for lower or no management fees for the investors or participants therein (such as the vehicles established in connection with Blackstone’s side-by-side co-investment rights, which generally do not provide for a management fee or performance-based compensation payable by participants therein). Such fees will be net of reasonable out-of-pocket expenses incurred by BMAA or its affiliates (and not otherwise reimbursed) in connection with the transaction out of which such fees arose. BMAA may also engage and retain on behalf of the BTAS Funds and/or their portfolio entities strategic advisors, consultants and other similar professionals who are not employees or affiliates of BMAA and who may, from time to time, receive payments from, or allocations with respect to, portfolio entities, and such amounts will not offset the Management Fee paid by the BTAS Funds. With respect to the Associated Endowment Program, BMAA will not be entitled to receive a Management Fee for the investment management services provided by its sub-advisor, Blackstone Advisors, although BMAA will be entitled to reimbursement for expenses with respect to the Associated Endowment Program (as described below). To the extent Blackstone Advisors invests the assets of the Associated Endowment Program in or alongside Other Blackstone Accounts, it will, to the extent practicable under the circumstances (as determined by Blackstone Advisors), seek to obtain specially reduced or waived management fees for the Associated Endowment Program, although there may be certain Other Blackstone Accounts that are not available to the Associated Endowment Program on such a specially reduced or waived fee basis, including as a result of the inability to obtain a waiver or reduction of any management fees with respect thereto. Blackstone Advisors may also invest the Associated Endowment Program’s assets on a discretionary basis (directly or indirectly) into Other Blackstone Accounts, Third Party Vehicles and other investment opportunities that may charge management fees with respect to the Associated Endowment Program’s investments therein, in each case, in accordance with the governing agreements thereof. With respect to SBS Vehicles, BMAA will not be entitled to receive a Management Fee for its management services and decisions regarding commitments to investments. However, BMAA will be entitled to an administrative fee and reimbursement for expenses with respect to the SBS Vehicles (as described below). Certain investors, including related persons, current or former senior advisors, employees and retired partners of Blackstone and their family members and family related vehicles, executive officers of Blackstone portfolio entities and/or charitable programs, investment funds advised by BMAA, employees of PJT (as defined herein) and/or charitable programs, endowment funds and related entities established by or associated with any of the foregoing (“Blackstone Investors”), will not pay Management Fees and/or performance based allocations in connection with their investment in the BTAS Funds. Notwithstanding the foregoing, such investors will either directly pay for their pro rata share of certain BTAS Fund expenses (as described below), or the pro rata amount of such expenses will be allocated to the general partner or its respective affiliates of the relevant BTAS Fund. Such pro rata allocation of BTAS Fund expenses may be calculated based on capital commitments, invested capital, available capital or other metrics as determined by the general partner of the relevant BTAS Fund in good faith. Any such methodology (including the choice thereof) involves inherent conflicts and may not result in perfect attribution and allocation of expenses. In addition, the investments in or alongside the BTAS Fund by such Blackstone Investors may account (in whole or in part) for the general partner’s required commitment to the relevant BTAS Fund.
Additional Fees and Expenses:
BMAA’s Management Fees, the performance-based allocations and the expenses described herein are not inclusive of all the fees which the BTAS Fund investors may bear. Pursuant to the BTAS Fund Constituent Documents, BMAA is entitled to receive a fee for administrative services provided by BMAA or its affiliates to the BTAS Funds, in the amount and on the terms and conditions described in the relevant BTAS Fund Constituent Documents. Additionally, BMAA engages third party service providers, such as custodians, administrators and/or auditors, on behalf of the BTAS Funds and expenses associated with such engagements will be borne by BTAS Fund investors to the extent contemplated by the BTAS Fund Constituent Documents. Investors in a BTAS Fund are allocated their pro rata share of such additional fees and expenses. Similarly, the Associated Endowment Program will bear any expenses charged by BMAA with respect to Blackstone Advisors’ activities or the general partner of any investment vehicle formed to facilitate the Associated Endowment Program’s investment programs as well as its pro rata share of fees and expenses of Underlying Vehicles in which the Associated Endowment Program invests. The SBS Vehicles pay BMAA an administrative fee. BMAA’s administrative fee with respect to SBS Vehicles shall be equal to the amount described in the SBS Vehicle Constituent Documents. This administrative fee is calculated based on each investor’s invested capital, in accordance with the SBS Vehicle Constituent Documents, in the SBS Vehicle and paid annually in arrears. The following is a list of fees and/or expenses that are typically borne by BMAA Clients (and indirectly by investors of BMAA Clients). This list is not intended to be exhaustive and the fees and/or expenses borne by the various BMAA Clients may differ from one BMAA Client to another. Prospective and existing Investors in the BTAS Funds, the Associated Endowment Program, and the SBS Vehicles are advised to review the applicable Constituent Documents for a more extensive description of applicable fees and expenses associated with an investment in the BTAS Fund, Associated Endowment Program, or the SBS Vehicles as applicable. Legal fees Regulatory filing fees Costs and expenses incurred in connection with the preparation and filing of reports and related matters pertaining to regulatory compliance, including, for example, Form PF and CFTC filings and with respect to the AIFMD and applicable EEA regulations, in connection with the establishment and offering of interests by the BMAA Clients and, thereafter, as part of the BMAA Clients’ ongoing activities Accounting fees Administrative fees, whether paid to Blackstone or a third-party Consultant expenses Technology expenses, including costs of service providers and researchers Accounting and tax fees Taxes and governmental fees Audit fees Brokerage commissions and hedging and currency conversion costs Transaction Fees Interest payments and related fees Custodial fees Operating partner fees and expenses Travel and accommodation expenses in connection with BMAA Clients’ investment activities (including first class and/or business class airfare (and/or private charter, where appropriate), first class lodging, ground transportation, travel and premium meals (including closing dinners and momentos, cars and meals, social events with portfolio entity management, customers, clients, borrowers, brokers and service providers) Research-related expenses, including news and quotation equipment and services and the costs and expenses of third-party research groups utilized by BMAA Broken-deal expenses Expenses associated with the preparation of the Funds’ periodic reports and related financial and other statements Organization of vehicles through which a Fund invests Expenses of investor meetings Expenses of any litigation involving the Funds or entities in which the Funds have an investment and the amount of any judgments or settlements paid in connection therewith Expenses incurred in connection with complying with provisions in investor side letter agreements Liquidated damages, forfeited damages and reverse term fees Expenses of liquidating a fund Expenses of Blackstone-internal printing (including a flat service fee) and publishing (including time spent performing such printing and publishing services) Expenses related to derivatives and other hedging arrangements Insurance (including, but not limited to, the cost of title insurance, general partner liability insurance, and one or more “umbrella” or other insurance policies maintained by Blackstone that cover one or more of Blackstone, BMAA, BTAS, Other Blackstone Accounts, and/or their respective affiliates) Indemnification expenses (including advancement of any fees, costs or expenses to persons entitled to such indemnification) Investors in a BMAA Client are typically allocated (or otherwise bear) their pro rata share of such fees and expenses, which may be calculated based on capital commitments, invested capital, available capital, or other metrics as determined by the general partner of each BMAA Client in its sole discretion. From time to time, a general partner of a BMAA Client will be required to decide whether costs and expenses are to be borne by a BMAA Client, on the one hand, or the general partner or BMAA, on the other, and/or whether certain costs and expenses should be allocated between or among a BMAA Client, on the one hand, and Other Blackstone Accounts on the other. Certain expenses may be suitable for only a particular BMAA Client, its parallel fund or participating Other Blackstone Accounts and borne only by such fund, or, as is more often the case, expenses may be allocated pro rata among the BMAA Client, all of its parallel funds and participating Other Blackstone Accounts, even if the expenses relate only to particular vehicle(s) and/or investor(s) therein. The general partner of the applicable BMAA Client will make such judgments in its fair and reasonable, and in its sole, discretion, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. There can be no assurance that a different manner of allocation would not result in a BMAA Client bearing less (or more) expenses. BMAA and its affiliates may also receive break-up and topping fees, transaction fees, financial advisory fees, monitoring and director fees, commitment, organization, financing, divestment, investment banking, consulting, syndication, capital markets advisory fees and other similar fees for arranging acquisitions and other major financial restructurings and other fees and annual retainers from or with respect to persons in which the BTAS Funds acquire or hold investments and from unconsummated transactions. As described above, the Management Fee paid by BTAS Fund investors will be reduced in whole or in part by certain of these fees. No employee of BMAA accepts or otherwise receives any compensation for the sale of securities or other investment products. please register to get more info
In addition to the Management Fees described in Item 5 that are received by BMAA, pursuant to the BTAS Fund Constituent Documents, the general partners of the BTAS Funds will receive a portion of the profits of investment proceeds from the BTAS Funds with respect to each investor (other than Blackstone Investors), which is equal to 20% of the amounts otherwise distributable to such investor with respect to any particular investment as further described in the BTAS Fund Constituent Documents. Such allocation of profits is only allocated to the general partners when specific conditions are met, including the return to the investor of an aggregate amount equal to all capital contributed to the applicable BTAS Fund by such investor for realized investments and any writedowns on unrealized investments, fees and expenses allocable to such investment and the receipt of a preferred return on such amounts. Performance-based fees will generally not be charged by Blackstone Advisors with respect to the Associated Endowment Program, although the Associated Endowment Program may be subject to performance-based fees with respect to its direct or indirect investments in the Underlying Accounts (including the Other Blackstone Accounts). Performance-based fees will not be charged by BMAA with respect to SBS Vehicles. For the avoidance of doubt, the SBS Vehicles invest alongside the underlying Blackstone funds through one or more side-by- side vehicles and will not be subject to performance-based fees, although they will be subject to the administrative fee described herein. As a result, SBS Vehicles will not pay performance-based fees, directly or indirectly, on investments in Underlying Vehicles. The fact that BMAA’s affiliates are in part compensated based on the performance of the BTAS Funds may create an incentive for BMAA to make investments on behalf of investors that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement, or time the purchase and/or sale of investments in a manner motivated by the personal interests of Blackstone personnel. However, BMAA manages the BTAS Funds in accordance with the investment strategies disclosed in the applicable Constituent Documents to help ensure that investors are aware of the investment strategy and the risks associated with the strategy. The applicable Constituent Documents contain further details regarding each investment’s incentive allocation, strategy and risks. Similarly, the existence of a performance-based fee may incentivize Blackstone Advisors and the Underlying Managers to manage and/or allocate the Associated Endowment Program’s assets in a more aggressive manner than if there were no performance-based fee (including, to invest the assets of the Associated Endowment Program to one or more Other Blackstone Accounts that charge performance- based fees, directly or indirectly, with respect to the Associated Endowment Program’s investment therein). please register to get more info
BTAS manages the BTAS Funds. The BTAS Funds’ investors will primarily consist of high net worth individuals, their related family planning vehicles and family offices. Such investors may invest directly or through a private investment fund managed by a third party. Investors in the BTAS Funds are not deemed to be clients of BMAA but are entitled to the rights and benefits described in the applicable BTAS Fund Constituent Documents. All BTAS Fund investors are subject to applicable suitability and securities law requirements. BMAA and the general partners require that each investor in the BTAS Funds be an “accredited investor” as defined in Regulation D under the U.S. Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and meet other suitability requirements. Each BTAS Fund has an investment minimum which may be waived by the applicable general partner. BMAA Clients also include charitable programs, endowments and other accounts in the Associated Endowment Program, corporations and similar business entities, pooled investment vehicles that are exempt from registration under the Investment Company Act, and SBS Vehicles (which may include one or more “employee securities companies” within the meaning of the 1940 Act and other private investment vehicles as part of the Blackstone side-by-side investment program) each of which generally provides for periodic withdrawal rights. All potential BMAA Client investors are also subject to certain compliance procedures (including anti- money laundering procedures) prior to acceptance of any subscription to any BMAA Client. please register to get more info
Investment Strategies:
The investment strategies pursued by BMAA may vary among the BMAA Clients. BTAS Funds The BTAS Funds make commitments to or invest alongside Blackstone investment vehicles, managed accounts or other Blackstone affiliates (including entities in existence as of the date hereof, those that may be formed in the future and, solely for the purposes hereof, investment vehicles and/or managed accounts sponsored by Patria Investimentos Ltda.), which may include one or more side-by-side investment vehicles and co-investment vehicles (each, an “Other Blackstone Account”) or Third Party Vehicles to the following asset classes: (1) private equity investments; (2) real asset investments; (3) credit focused investments; and (4) opportunistic investments (the “Blackstone Asset Classes”). In pursuing its investment objective, BMAA will invest substantially all of the BTAS Funds’ assets in Other Blackstone Accounts and Third Party Vehicles or investments in which Other Blackstone Accounts and/or Third Party Vehicles participate. Central to the BTAS Funds’ investment strategy is the precondition that investments have been evaluated and selected by the investment teams of Other Blackstone Accounts. Each of Blackstone’s investment businesses employs a thorough investment origination, diligence and selection process, and each such investment must be approved by each group’s respective investment committee. Once investment opportunities have passed through this process, they will be eligible for the BTAS Funds’ investment process. Subject to the investment limitations of each BTAS Fund, BMAA may also invest the relevant BTAS Fund’s assets in or alongside Third Party Vehicles and in other appropriate investment opportunities selected by BMAA in accordance with the BTAS Fund’s investment objective. The BTAS Portfolio Management Team and the BTAS Investment Committee will continually monitor the portfolios of the BTAS Funds to periodically determine commitments and approve co-investments while leveraging the broader resources of Blackstone. BMAA will seek to create a portfolio for each BTAS Fund that is consistent with the risk and concentration parameters established for such BTAS Fund by the BTAS Investment Committee. In evaluating allocations and potential investments, the BTAS Portfolio Management Team and the BTAS Investment Committee will perform a variety of quantitative and qualitative analysis. This analysis may include diligence on market trends and macro-economic factors, as well as portfolio construction and monitoring utilizing scenario analysis, risk budgeting and differentiated tools. Due diligence will, in certain circumstances, entail evaluation of important and complex business, financial, tax, accounting, environmental, social, governance and legal issues. As part of the diligence and analysis process, the investment team will draw upon the expertise and advice of professionals from Blackstone’s investment businesses and other groups within the firm. The BTAS Investment Committee is responsible for reviewing and approving all periodic commitments to each strategy for the BTAS Funds, as well as all co-investments, fund-life commitments to closed-end funds, perpetual life commitments to open-ended funds, and allocation modifications that are not approved as part of the commitment approvals made during the periodic election process. The portfolio management team of BTAS will submit a proposed commitment amount to each strategy for that year (or other period) to the BTAS Investment Committee, which will then determine whether or not to approve the recommended commitment amount. Any such approval by the BTAS Investment Committee is determined by a vote of participating BTAS Investment Committee members, with approval requiring majority consent of such members. Notwithstanding the BTAS Investment Committee’s approval of the proposed commitment amount, various factors could result in the available or target commitment amount being lower than that which was approved, in which case the BTAS Portfolio Management Team accordingly may reduce the commitment amount for BTAS. Co-investment opportunities may be considered for BTAS investment based on investment characteristics and existing portfolio exposure. The BTAS Investment Committee will hold formal sessions regularly and ad hoc as required. Blackstone Advisors Blackstone Advisors’ investment process for evaluating potential opportunities and investments may include a variety of proprietary and non-proprietary research models and methods of analysis. Blackstone Advisors derives information used to make investment decisions on behalf of the Associated Endowment Program from a variety of both internal and external resources, such as financial newspapers and magazines, research and reports provided by third parties and corporate ratings services. While the degree to which Blackstone Advisors seeks to invest the Associated Endowment Program’s assets in Third Party Vehicles will vary depending on the Associated Endowment Program, in making any such investments relating to a Third Party Vehicle, Blackstone Advisors will seek to identify established third-party managers that it believes can provide upside potential and mitigate downside risk and make investments through those third party managers based on the investment guidelines and policies relating to the applicable Associated Endowment Program. In addition, Blackstone Advisors will seek to draw on its knowledge of the investment programs of the Other Blackstone Accounts (subject to applicable limitations), as well as from the private offering memoranda, quarterly and annual reports and other available information relating to the Underlying Vehicles and their investments, in connection with making investment decisions. The investment strategies pursued by Blackstone Advisors may vary among the Associated Endowment Program accounts. Blackstone Advisors employs various types of investment strategies, which include, but are not limited to, diversified fixed income, diversified fund of hedge funds, and diversified investments in Underlying Vehicles pursuing strategies that may include but are not limited to real estate-related investments, distressed debt or “mezzanine” investments, credit-related investments, secondary investment programs, leveraged buyouts, venture capital investments and equity investments. Other BMAA may act outside of BMAA Divisions when advising certain asset classes and/or providing services to BMAA Clients. When BMAA advises such other asset classes, including SBS Vehicles, BMAA may evaluate investments by using an approach similar (but not identical) to that of Blackstone Advisors and will make investment decisions with respect to SBS Vehicles in accordance with the prevailing allocation framework, as described in the SBS Vehicle Constituent Documents.
Risk of Loss:
An investment in a BMAA Client entails a significant degree of risk and therefore should be undertaken only by investors capable of evaluating the risks of such BMAA Client and bearing the risks such investments represent. Set forth below is a non-exhaustive list of such risks: 1. No assurance of investment returns; loss of part or all of investment 2. General economic and market conditions 3. No established market for potential investments exists 4. Illiquidity of investments by the BMAA Client 5. Investments may take longer than the BMAA Client’s term to be exited 6. Changes in legal, fiscal and regulatory regimes 7. Nature of equity or equity-related investments 8. Non-U.S. investments, including potentially large currency fluctuations and political factors 9. Uncertainty of the long-term stability of the European Union, including the United Kingdom exit from the European Union and related volatility 10. Dependence on BMAA’s key personnel and the key personnel of advisers to Other Blackstone Accounts 11. No BMAA management or control of the Other Blackstone Accounts or Underlying Vehicles 12. Allocation of BMAA personnel’s time to other Blackstone lines of business 13. Portfolio concentration; limited number of investments 14. Broad investment mandate 15. Limited to no restrictions on underlying strategies 16. Non-controlling or jointly-controlled investments 17. Distressed investments 18. Investment environment and market risk 19. Market volatility risks 20. Risk of loss of entire investment 21. Risk management 22. Absence of regulatory oversight 23. Risks related to use of leverage by certain BTAS Funds and Other Blackstone Accounts 24. Limited availability of investment opportunities 25. Investment and trading risk; lack of control 26. Changes to the tax treatment of an investment in such BTAS Fund 27. Possible U.S. federal income tax reform 28. Additional risks relating to the investment strategies pursued by the Underlying Vehicles, in (or alongside) which the BMAA Clients, such as the Associated Endowment Program, and SBS Vehicles, may invest directly or indirectly 29. Cybersecurity breaches and identity theft
Investors are advised to review the applicable Constituent Documents for a more extensive
description of the risks of investing in the BMAA Clients. Stock markets, credit markets, real estate markets and valuation regarding privately held fund interests and/or investments fluctuate substantially over time and performance of any investment is not guaranteed. As a result, there is a risk of loss of value in the assets which BMAA manages that may be out of BMAA’s control. BMAA cannot guarantee any level of performance or that investors in the BMAA Clients will not experience a substantial or complete investment loss. There is no assurance that the BMAA Clients will be able to generate returns or that the returns will be commensurate with the risks inherent in their investment strategies. The marketability and value of any investment will depend upon many factors beyond the control of the BMAA Clients. The expenses of the BMAA Clients may exceed their income, and an investor in a BMAA Client could lose the entire amount of its contributed capital. Therefore, an investor should only invest in a BMAA Client if the investor can withstand a total loss of its investment. The past investment performance of the BMAA Clients cannot be taken to guarantee future results of the BMAA Clients or any investment in the BMAA Clients. please register to get more info
BMAA does not have any legal or other “disciplinary” event to report. As a registered investment adviser, BMAA is obligated to disclose any legal or 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, BMAA does not believe that any current legal proceeding or claim to which Blackstone is a party would individually or in the aggregate materially affect BMAA and/or the BMAA Clients’ results of operations, financial position or cash flows. Certain regulatory, litigation and other similar matters are disclosed in (i) Blackstone’s and BMAA’s public filings (including, without limitation, its current, periodic and annual reports on Forms 8- K, 10-Q and 10-K), which may be accessed through the web site of the SEC (www.sec.gov) or Blackstone (http://ir.blackstone.com/investors/annual-reports-and-sec-filings/default.aspx) and (ii) materials made available through Blackstone’s BXAccess online portal related to the BMAA Clients and/or certain of its affiliates, which is accessible to Blackstone’s limited partners for the funds in which they are invested. Anything disclosed in Blackstone’s or BMAA’s public filings and/or which are otherwise made available to the limited partners of the BMAA Clients, including by way of posting to Blackstone’s online portal, is incorporated herein by reference, to the extent applicable, including with respect to litigation, investigations, settlements and similar proceedings. please register to get more info
Other Financial Industry Activities From time to time, various potential and actual conflicts of interest may arise from the overall investment activities of Blackstone, BMAA Clients, BMAA and its affiliates. The following briefly summarizes certain but not all of these potential conflicts, and is not intended to be an exhaustive list of all such conflicts. Any references to Blackstone and BMAA in this section will be deemed to include their respective officers, directors and employees. Blackstone Policies and Procedures. Specified policies and procedures implemented by Blackstone to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions will from time to time reduce the advantages across Blackstone’s various businesses that BMAA expects to draw on for purposes of investing the BMAA Clients’ capital across Blackstone Asset Classes and pursuing attractive investment opportunities. Because Blackstone has many different asset management and advisory businesses, including a private equity business, a credit business, a hedge fund business, a capital markets group and a real estate advisory business, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Blackstone has implemented certain policies and procedures (e.g., information walls) that reduce the positive firm wide synergies that BMAA could otherwise expect to utilize for purposes of finding attractive investments. For example, Blackstone may from time to time come into possession of material non-public information with respect to companies in which an Other Blackstone Account and BMAA may be considering making an investment or companies in which affiliates of Blackstone may hold an interest or that are clients of Blackstone. As a consequence, that information, which could be of benefit to the Other Blackstone Account, its investment professionals, BMAA Clients and the BMAA investment professionals, might become restricted to those other businesses and otherwise be unavailable to BMAA and its investment team/personnel, certain BMAA investment personnel that also provide services to other business groups within Blackstone may be deemed to be in possession of material non-public information and may be excluded from certain investment decisions related to the BMAA Clients (or be replaced). In addition, to the extent that BMAA investment personnel are in possession of material non-public information or are otherwise restricted from trading in certain securities, BMAA and the BMAA Clients will be deemed to be in possession of such information and may be restricted from engaging in certain investment activities, which could reduce the investment opportunities available to the BMAA Clients or prevent the BMAA Clients from exiting an investment. BMAA investment personnel may also be excluded from participating in certain investment decisions or otherwise replaced because of potential conflicts with other businesses at Blackstone or other reasons, in which case the BMAA Clients will not benefit from the their expertise and advice. Additionally, the terms of confidentiality or other agreements with, or related to, companies in which any Blackstone client has made or has considered making an investment, or which is otherwise an advisory client of Blackstone, will from time to time restrict or otherwise limit information available to the investment committees or professionals of Other Blackstone Accounts or BMAA which may adversely impact their ability to make, monitor and/or exit an investment, or otherwise enable the portfolio entities in which certain BMAA Clients invest or Other Blackstone Accounts in which other BMAA clients invest and their affiliates to make investment in or otherwise engage in certain businesses or activities. In addition, Blackstone may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although they may be intended to provide greater opportunities for certain BMAA Clients, may require such BMAA Clients to share such opportunities or otherwise limit the size of an investment that that the BMAA Clients can otherwise make. Allocation of Personnel. The general partners of the BMAA Clients and their affiliates will devote such time as shall be necessary to conduct the business affairs of BMAA in an appropriate manner. However, Blackstone personnel serving as members of an investment committee and/or a portfolio management team will work on other projects and/or Other Blackstone Accounts, including, without limitation, as members of the investment committee and/or investment teams serving Blackstone Asset Classes and/or Other Blackstone Accounts, will serve on other committees and have other responsibilities, including senior management responsibilities, throughout Blackstone and/or its portfolio entities, and, therefore, conflicts are expected to arise in the allocation of personnel and personnel’s time. In this regard, however, a core group of Blackstone investment professionals will devote such time as is reasonably necessary to the business related to the BMAA Clients (and their respective investments) and their related entities (which may include separate accounts, dedicated managed accounts and/or investment funds formed for specific investments). Time spent on other initiatives diverts attention from the activities of the BMAA Clients, which could negatively impact the BMAA Clients and their investors. Furthermore, Blackstone and Blackstone personnel derive financial benefit from these other activities, including fees and performance-based compensation. These and other factors create conflicts of interest in the allocation of time by Blackstone personnel. BMAA’s and the applicable general partner’s determination of the amount of time necessary to conduct the BMAA Clients’ activities will be conclusive, and the investors rely on BMAA’s and the applicable general partner’s judgment in this regard. Co-Investments. It is expected that the BTAS Funds will invest in co-investment opportunities that arise across the various Blackstone Asset Classes. BMAA, as investment advisor to the BTAS Funds, believes that it will be offered the opportunity to make a sufficient number of co-investments (on behalf of the BTAS Funds) so as to implement the BTAS Funds’ respective investment objectives. Such belief is based on, among other assumptions, recent Blackstone transactional activity and BMAA’s assumption that the number and size of future Blackstone investment transactions will be consistent with recent historical practice. Blackstone, however, has no obligation to offer any co-investment opportunities to BMAA (on behalf of the BTAS Funds), and certain investors in Other Blackstone Accounts will have priority rights to co-investment opportunities relating to such Other Blackstone Accounts and while it is expected Blackstone may offer co-investment opportunities to BMAA (on behalf of the BTAS Funds), the BTAS Funds will have no rights to any such opportunities. For example, any Other Blackstone Account offering a co-investment opportunity to BMAA may determine (x) to instead present such co-investment opportunity to one or more limited partners of such Other Blackstone Account that has expressed an interest in participating in co-investment opportunities or to a fund or account formed by (or permitted to be formed by) such Other Blackstone Account’s investment advisor or its affiliates for the purpose of co-investing in transactions with such Other Blackstone Account to the extent that the required amount of the investment exceeds the amount of the investment deemed appropriate for such Other Blackstone Account (for example, to accommodate deal timing or to address regulatory requirements), (y) that the overall size of such co-investment opportunity is below a threshold determined by the general partner of such Other Blackstone Account to be appropriate for presentation to BMAA (on behalf of the BTAS Funds) or (z) that it is otherwise contractually or legally restricted from presenting such co-investment opportunity to BMAA (on behalf of the BTAS Funds). As a result, BMAA may have an incentive to cause the BTAS Funds to make capital commitments to potential co-investment opportunities that (a) are otherwise not considered as attractive by third parties, including without limitation, because of the prior investment performance of such Other Blackstone Account or its investment team because the co- investment opportunity is in an asset class or region that is out of favor or has a risk-reward profile which is not considered attractive by third parties or (b) have a possibility of generating higher fees or carried interest to Blackstone than would arise from the investment of additional capital to an Other Blackstone Account instead. Correspondingly, BMAA may have a disincentive to cause the BTAS Funds to make capital commitments to co-investment opportunities that (x) are otherwise in high demand or (y) are expected to generate relatively lower fees or carried interest to Blackstone than would arise if such co-investment opportunities were committed to other Blackstone-managed investment funds or vehicles. In addition, BMAA may seek to cause the BTAS Funds (and any of its other clients whose investment objective is the same as or similar to the BTAS Funds’ investment objective) to participate in co-investment opportunities in amounts that are greater than the aggregate capacity available to BMAA Clients as a whole. In such cases, BMAA will determine the allocation among the BTAS Funds (and such other clients) in a fair and reasonable, formulaic manner. Furthermore, in cases where BMAA seeks to cause the BTAS Funds to participate in co-investment opportunities in amounts that are equal to or less than the aggregate capacity available to BMAA Clients as a whole, an Other Blackstone Account may nonetheless reduce the amount of such co-investment opportunities allocated to any of the BMAA Clients pursuant to the investment allocation policies applicable to such Other Blackstone Account. It is expected that certain Other Blackstone Accounts will permit Blackstone and its affiliates to make periodic co-investment election amounts, but BMAA Clients will have no rights to any such election opportunities. Additionally, to the extent the amount of such elections increase, the amount of co- investment opportunities offered by such Other Blackstone Accounts to BMAA (on behalf of the BTAS Funds) may decrease. On the other hand, Other Blackstone Accounts may have an incentive to offer a co-investment opportunity to BMAA (on behalf of the BTAS Funds) in circumstances where capital needed for a transaction is not otherwise readily available. There can be no assurances that Blackstone’s future transactional activity and co-investment opportunities will meet BMAA’s expectations, or that any such opportunities will be offered to BMAA (on behalf of the BTAS Funds) in any particular amount. Investments Alongside Other Blackstone Accounts. In connection with the BTAS Funds’ co-investments with Other Blackstone Accounts (including co-investment or other vehicles in which Blackstone or its personnel invest), certain conflicts of interest may arise from time to time. 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 BTAS Funds and Other Blackstone Accounts may not be the same. Additionally, the BTAS Funds and such Other Blackstone Accounts will have different investment periods or expiration dates and/or investment objectives (including return profiles) and Blackstone, as a result, will 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, while the BTAS Funds will generally attempt to mirror the timing of disposition of investments of the relevant underlying Blackstone alternative strategy, the BTAS Funds and/or such Other Blackstone Accounts may dispose of any such shared investment at different times and on different terms In certain circumstances. Other Fees; Fees from Portfolio Entities. Blackstone may receive fees from portfolio entities, BMAA Clients and/or third parties as compensation for investment banking, underwriting, capital markets, placement, financial advisory, restructuring and advisory, consulting, asset / property management, insurance (including title insurance), monitoring, commitment, syndication, origination, servicing (including loan servicing), management consulting and other similar operational and finance matters, healthcare consulting / brokerage, group purchasing, organizational and financing, divestment and other services. Additionally, Blackstone may receive fees in connection with the deployment of capital by the BMAA Clients. Additionally, Blackstone may receive fees relating to the BMAA Clients’ investments or from unconsummated transactions (i.e., transactions, directors’, consulting, management, origination, closing, topping, break-up and other similar fees). In addition, although Blackstone does not presently intend to generally charge transaction and/or monitoring fees to portfolio entities, such fees, to the extent that they are charged to portfolio entities, would offset the management fee paid by investors by 100% (or, with respect to certain BTAS Funds, 70%) of each such investor’s pro rata share of the net monitoring fees. To the extent Blackstone charges transaction and/or monitoring fees, in the case of monitoring fees, these may be payable as fixed dollar amounts or may be calculated as a percentage of EBITDA (or other similar metric). Any such fees that result in an offset to the management fee will only apply to the extent it is made as part of the applicable BMAA Clients’ investments in such company. As a result, in the case of directors’ fees, the management fee will not be reduced or offset to the extent any Blackstone employees or professionals receive directors’ fees relating to continued director service after the applicable BMAA Clients have exited (or is in the process of exiting) the portfolio entity and/or following the termination of such employee’s employment with Blackstone. In addition, in certain instances, BMAA may receive fees (including fees from portfolio entities) paid and/or borne by third parties in connection with a BMAA Client’s investment activities. For example, this may include fees associated with capital invested in connection with a joint venture in which a BMAA Client participates or otherwise with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which BMAA performs services and / or fees associated with capital invested by co-investors relating to investments in which the BMAA Clients participate. Certain personnel at Blackstone and/or its affiliates (including secondees and temporary personnel or consultants that may be engaged on short-term or long-term arrangements) may be seconded to one or more portfolio entities of the BMAA Clients and/or Other Blackstone Accounts, or their portfolio entities, to provide finance, administrative, and other services to such portfolio entities. The compensation (including the salaries, benefits, overhead and other similar expenses) for such personnel during the secondment will be borne (in whole or in part) by such portfolio entities. However, it is Blackstone’s current policy that the salary and benefits associated with secondments of personnel primarily engaged in sourcing fund investments will be borne by Blackstone and/or its affiliates. To the extent Blackstone and/or its affiliates receive any fees or expense reimbursement from such portfolio entities with respect to such personnel and secondees, they will be indirectly borne by the investors in the BMAA Clients and will not result in any offset to the management fee payable by the investors. The investors will not receive the benefit of any fees relating to a BMAA Client’ investments or paid by the portfolio entities. For the avoidance of doubt, although the financial advisory and restructuring business of Blackstone has been spun out, to the extent that any investment banking, fees, consulting fees (including management consulting), syndication fees, capital markets, syndication and advisory fees (including underwriting fees), origination fees, servicing fees, healthcare consulting / brokerage fees, fees relating to group purchasing, insurance fees (including title insurance), financial advisory fees, transaction fees, monitoring fees, director’s fees, loan servicing fees, break-up fees, topping fees, commitment fees, divestment fees, organizational fees, operations fees, financing fees, fees for asset / property management services, fees for mortgage services and other similar fees and annual retainers (whether in cash or in kind) are received by Blackstone, such fees will not be required to be shared with a BMAA Client or the investors and will not result in any offset to the management fee payable by investors. Fees that will result in an offset will generally be allocated pro rata among the BMAA Clients, Other Blackstone Accounts, co-investment vehicles, Blackstone’s side-by-side co-investment vehicles, collective investment vehicles, permanent capital vehicles, an/or accounts (including Fidelity and Guaranty Life Insurance Company) managed by affiliates of Blackstone and related entities, and other participants (including third parties unaffiliated with Blackstone) that, in each case, are participating (or intending to participate) in such investment and may give rise to conflicts of interest. The amount of such fees allocable to such other participants (including co-investment vehicles) will not result in an offset of the management fee payable by the investors, even if such Other Blackstone Accounts and co- investment vehicles provide for lower or no management fees for the investors or participants therein (such as vehicles established in connection with Blackstone’s side-by-side co-investment rights, which generally do not provide for a management fee or carried interest payable by participants therein) or result in a management fee offset at such Other Blackstone Accounts and co-investment vehicles. Any such fees that result in an offset of management fees only apply to the extent it is made as part of the applicable BMAA Client’s investment in such company. This creates an incentive for Blackstone to offer co-investment opportunities and may result in other fees being received more frequently (or exclusively) with investments that involve co-investment. Moreover, Blackstone and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the BMAA Clients which will not be subject to management fee offset or otherwise shared with the BMAA Clients and/or portfolio entities. For example, airline travel or hotel stays incurred as BTAS Fund Expenses may result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Blackstone and/or such personnel (and not the BTAS Fund, its investors and/or portfolio entities) even though the cost of the underlying service is borne by the BTAS Funds and/or portfolio entities. In the event break-up or topping fees are paid to Blackstone in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside the BMAA Clients will generally not be allocated any share of such break-up or topping fees; similarly, such co-investment vehicles (including any vehicles established to facilitate the investment by Blackstone investors, such as in connection with Blackstone’s side-by-side co-investment rights) generally do not bear their share of broken deal expenses (such as reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) for unconsummated transactions, which would result in the BMAA Clients bearing more than its pro rata share of such amounts. While BMAA will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of the BMAA Clients. Furthermore, BMAA and/or the applicable general partner is not required to and in most circumstances will not seek reimbursement of broken deal expenses (i.e., expenses incurred in pursuit of an investment that is not consummated) from third parties, including counterparts to the potential transaction or potential co- investors. In the case of acquisition fees, often times these will be calculated as a percentage of the total enterprise valuation of the transaction, which is generally the aggregate amount of invested capital and debt assumed or financed by the BMAA Clients and / or the portfolio entity and its subsidiaries and affiliates. The BTAS Funds may from time to time make real estate investments and / or hold real assets. To the extent the BTAS Funds invest in real estate, a portfolio entity may engage Blackstone Property Management (“BPM”), a Blackstone affiliate that provides property advisory, leasing oversight and development management services to certain Blackstone real estate investment properties primarily located in the United Kingdom and continental Europe, and BPM may receive fees for such services at competitive market rates as confirmed by the General Partner or the general partner alongside which (or in) the BTAS Funds invest from time to time. Blackstone has established a joint venture with Lexington National Land Services, an existing leading national title agent, to create a new title company. The new title company acts as an agent for certain large underwriters in issuing title policies and providing title services for investments by the BMAA Clients and Other Blackstone Accounts as well as non-Blackstone investments (where applicable). This title agent places title insurance and provides title services for property owned by or underlying Investments of the BMAA Clients and/or portfolio entities of the BMAA Clients and/or Other Blackstone Accounts, and, as a result, Blackstone, through its interest in such entity, receives fees and compensation resulting from the BMAA Clients’ investments, and there is no related offset to the management fee. As a result, while Blackstone believes the affiliated title agent when engaged generally provides services at or better than those provided by third parties (even in jurisdictions where insurances rates are statutorily determined), there is an inherent conflict of interest that will incentivize Blackstone to engage its affiliated service provider over a third party. Blackstone (or its portfolio entities) may from time to time provide asset and/or property management services for a fee (which may include incentive fees) with respect to assets sold by the BMAA Clients to a third party buyer, including after the disposition of such investments. Such involvement of Blackstone as a provider of asset management services with respect to such assets may give rise to potential or actual conflicts of interest. While it is generally not expected that Blackstone will have an economic interest in such assets post-disposition, it is possible that a buyer may require Blackstone as provider of such services to retain or acquire a stake in the asset as part of the overall service relationship therewith. Advisors and Operating Partners. Blackstone engages and retains strategic advisors, operating partners, senior advisors, industry experts, executive advisors, consultants and/or other professionals who are not employees or affiliates of Blackstone (which may include former Blackstone employees as well as current and former executive officers of Blackstone portfolio entities), including management teams and other professionals of portfolio entities, and who are expected, from time to time, to receive payments from, or allocations or performance-based compensation with respect to, the portfolio entities (as well as from Blackstone or the BMAA clients). In such circumstances, such amounts will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Blackstone, be deemed paid to or received by Blackstone and such amounts will not be subject to the fee offset provisions. Such other fees may give rise to conflicts of interest in connection with a BMAA Client’s investment activities, and while the BMAA Clients’ general partners and BMAA will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of such BMAA Client. In addition, these strategic advisors, senior advisors, industry experts, operating partners, executive advisors, consultants and/or other professionals (which may include certain former Blackstone employees) often co-invest alongside a BMAA Client, including in those Investments in which they are involved, or otherwise participate in equity plans for management of any such portfolio entity or in a vehicle controlled by Blackstone subject to reduced or waived management fees and/or carried interest, including after the termination of their engagement by or other status with Blackstone, and such co-investment and/or participation (which generally will result in the BMAA Client being allocated a smaller share of an investment) will not be considered as part of Blackstone’s side-by-side co-investment rights, which generally do not provide for a management fee or carried interest payable by participants therein and generally result in the BMAA Client being allocated a smaller share of an investment than would otherwise be the case in the absence of such side-by-side co- investment rights. Conflicting Fiduciary Duties to Blackstone Funds. Blackstone may structure an investment as a result of which Other Blackstone Accounts are offered the opportunity to participate in an investment allocated to a BMAA Client or where such Other Blackstone Accounts may hold or acquire interest in portfolio entities in which such BMAA Clients have indirect investments. Conversely, a BMAA Client may be offered an opportunity to participate in an investment or invest capital in an underlying vehicle that holds or subsequently acquires investments in which Other Blackstone Accounts have an interest. As investment advisor to both a BMAA Client and such Other Blackstone Accounts, Blackstone would owe a fiduciary duty to such Other Blackstone Accounts as well as to a BMAA Client. As such, Blackstone may, in certain instances, face a conflict of interest in respect of decisions made with regard to such Other Blackstone Accounts and the BMAA Clients (e.g., with respect to the terms of high-yield securities or other debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies, etc.). Other Blackstone Businesses and Activities. As part of its regular business, Blackstone provides a broad range of services and may receive fees for such services. In addition, from time to time, Blackstone and its affiliates will provide services in the future beyond those currently provided and may receive fees for such services. The BMAA Clients and their limited partners will not receive a benefit from such fees. Blackstone may have relationships with, render services to or engage in transactions with government agencies and/or issuers or owners of securities that are, or are eligible to be, BMAA Client investment opportunities. As noted in the preceding paragraph, certain Blackstone affiliates are authorized to provide investment banking and advisory services, and to the extent such services are provided in the future, Blackstone and its affiliates may represent potential purchasers, sellers and other involved parties, including corporations, financial buyers, management, shareholders and institutions, with respect to investments that may be suitable for the BMAA Clients. In such a case, Blackstone’s client would typically require Blackstone to act exclusively on its behalf, thereby precluding the BMAA Clients from acquiring such assets. Blackstone will be under no obligation to decline any such engagements in order to make the investment opportunity available to the BMAA Clients. In connection with Blackstone’s capital markets business and the certain real estate advisory, investment banking and other services Blackstone’s affiliates may provide from time to time, Blackstone may determine that there are conflicts of interest or come into possession of information that limits its ability to engage in potential transactions. The BMAA Clients’ activities may be constrained as a result of these conflicts of interest and Blackstone’s inability to use such information. For example, employees of Blackstone may be prohibited by law or contract from sharing information with Blackstone’s professionals engaged with the business and operations of BMAA Clients. Additionally, there may be circumstances in which one or more individuals associated with Blackstone or BMAA Clients will be precluded from providing services to the general partners or BMAA because of certain confidential information available to those individuals or to other parts of Blackstone. In certain sell-side and fundraising assignments, the seller may permit BMAA Clients to act as a participant in such transactions, which would raise certain conflicts of interest inherent in such a situation (including as to the negotiation of the purchase price). Blackstone is under no obligation to decline any engagements or investments in order to make an investment opportunity available to BMAA Clients. BMAA Clients may be forced to sell or hold existing investments as a result of investment banking relationships or other relationships that Blackstone may have, or as a result of transactions or investments Blackstone and its affiliates may make or may have made. BMAA Clients may also co-invest with other clients of Blackstone in particular investment opportunities, and the relationship with such clients could influence the decisions made by the BMAA Clients’ general partners or the general partners of any Other Blackstone Account alongside which BMAA Clients invest with respect to such investments. Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Blackstone will be made available to BMAA Clients. BMAA Clients may invest in securities of the same issuers as other investment vehicles, accounts and clients of Blackstone and/or BMAA. To the extent that the BMAA Clients hold interests that are different (or more senior) than those held by such other vehicles, accounts and clients, BMAA and its affiliates may be presented with decisions involving circumstances where the interests of such vehicles, accounts and clients are in conflict with those of the BMAA Clients. Furthermore, it is possible the BMAA Clients’ interests may be subordinated or otherwise adversely affected by virtue of such other vehicle’s, account’s or client’s involvement and actions relating to its investment. Blackstone has long-term relationships with a significant number of corporations and their senior management. In determining whether to invest in a particular transaction on behalf of BMAA Clients, BMAA will consider those relationships, which may result in certain transactions that BMAA will not undertake on behalf of BMAA Clients in view of such relationships. Blackstone will from time to time participate in underwriting or lending syndicates with respect to portfolio entities of BMAA Clients, or may otherwise be involved in the public offering and/or private placement of debt or equity securities issued by, or loan proceeds borrowed by, BMAA Clients’ portfolio entities, or otherwise in arranging financing (including loans) for portfolio entities or advising on such transactions. Such underwritings will be on either a firm commitment basis or may be on an uncommitted “best efforts” basis. Blackstone may also provide placement or other similar services to purchasers and/or sellers of securities, loans and/or instruments issued by portfolio entities. A Blackstone broker-dealer may from time to time act as the managing underwriter, a member of the underwriting syndicate or broker for the BMAA Clients or their portfolio entities, or as dealer, broker or advisor to a counterparty to the BMAA Clients or a portfolio entity, and purchase securities from or sell securities to the BMAA Clients or its portfolio entities. In certain circumstances, a Blackstone broker- dealer may act as the managing underwriter or a member of the underwriting syndicate and purchase securities from BMAA Clients or such portfolio entities. Blackstone may also, on behalf of BMAA Clients or other parties to a transaction involving BMAA Clients, effect transactions, including transactions in the secondary markets where it may nonetheless have an actual or potential conflict of interest regarding BMAA Clients and the other parties to those transactions to the extent it receives commissions or other compensation from BMAA Clients and such other parties. This could include, by way of example, fees and/or commissions for equity syndications to co-investment vehicles. Subject to applicable law, Blackstone may receive underwriting fees, discounts, placement commissions, lending arrangement and syndication fees or other compensation with respect to the foregoing activities, which are not required to be shared with BMAA Clients or the investors and the Management Fee paid by the investors generally will not be reduced by such amounts. Blackstone may nonetheless have an actual or potential conflict of interest regarding BMAA Clients and the other parties to those transactions to the extent it receives commissions, discounts or such other compensation from such other parties. The BMAA Clients’ general partners will approve any transactions in which a Blackstone broker-dealer acts as an underwriter, as broker for BMAA Clients, or as dealer, broker or advisor, on the other side of a transaction with BMAA Clients only where the applicable general partner believes in good faith that such transactions are appropriate for BMAA Clients and, by executing a subscription agreement for limited partnership interests (the “Interests”) in BMAA Clients, the investors consent to all such transactions, along with the other transactions involving conflicts of interest described herein, to the fullest extent permitted by law. Sales of securities for the account of BMAA Clients (particularly marketable securities) may be bunched or aggregated with orders for other accounts of Blackstone including other investment partnerships. It is frequently not possible to receive the same price or execution on the entire volume of securities sold, and the various prices may be averaged which may be disadvantageous to BMAA Clients where Blackstone serves as underwriter with respect to a portfolio entity’s securities, BMAA Clients may be subject to a “lock-up” period following the offering under applicable regulations during which time its ability to sell any securities that it continues to hold is restricted. This may prejudice BMAA Clients’ ability to dispose of such securities at an opportune time. From time to time, Blackstone may represent creditors or debtors in connection with out of court debt restructurings or workouts and with proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings or will serve as advisor to creditor or equity committees established pursuant to such proceedings. This involvement, for which Blackstone typically is compensated, may limit or preclude the flexibility that BMAA Clients may otherwise have to participate in or retain certain investments, and may require that BMAA Clients dispose of an investment at an inopportune time. Blackstone employees, including employees of BMAA, may invest in real estate private equity funds, hedge funds or other investment vehicles, including potential competitors of BMAA Clients. The investors will not receive any benefit from any such investments. In addition, other present and future activities of Blackstone and its affiliates (including BMAA) will, from time to time, give rise to additional conflicts of interest relating to the BMAA Clients and its investment activities. In the event that any such conflict of interest arises, BMAA will attempt to resolve such conflicts in a fair and equitable manner. Investors should be aware that conflicts will not necessarily be resolved in favor of the BMAA Clients’ interests. On October 1, 2015, Blackstone spun off its financial and strategic advisory services, restructuring and reorganization advisory services, and its Park Hill fund placement businesses and combined these businesses with PJT Partners Inc. (“PJT”), an independent financial advisory firm founded by Paul J. Taubman. While the combined business operates independently from Blackstone and is not an affiliate thereof, nevertheless conflicts may arise in connection with transactions between or involving a BMAA Client and its portfolio entities on the one hand and PJT on the other. Specifically, given that PJT is not an affiliate of Blackstone, there may be fewer or no restrictions or limitations placed on transactions or relationships engaged in by PJT’s new advisory business as compared to the limitations or restrictions that might apply to transactions engaged in by an affiliate of Blackstone. It is expected that there will be substantial overlapping ownership between Blackstone and PJT for a considerable period of time going forward. Therefore, conflicts of interest in doing transactions involving PJT will still arise. The pre- existing relationship between Blackstone and its former personnel involved in such financial and strategic advisory services, the overlapping ownership, co-investment and other continuing arrangements, may influence BMAA in deciding to select or recommend PJT to perform such services for the BMAA Client (or a portfolio entity) (the cost of which will generally be borne directly or indirectly by the BMAA Client or such entity, as applicable). Nonetheless, a BMAA Client’s general partners and their affiliates will be free to cause the BMAA Client and portfolio entities to transact with PJT generally without restrictions under the Constituent Documents notwithstanding such overlapping interests in, and relationships with, PJT. In addition, one or more investment vehicles controlled by Blackstone may be established to facilitate participation in Blackstone’s side-by-side investment program by employees and/or partners of PJT. 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) in the BMAA Clients and/or Other Blackstone Accounts involving one or more strategies, which may include the BMAA Clients, as part of an integrated overall arrangement with Blackstone. A “Strategic Relationship” often involves an investor agreeing to make a capital commitment to multiple Blackstone funds, one or more of which may include a BMAA Client or Other Blackstone Account, pursuant to which such investor and/or its affiliates may participate in investment vehicles and/or managed accounts sponsored or advised by Blackstone, which may seek to make investments in a range of underlying investment strategies (including investments of a type that would be appropriate for the relevant BMAA client), with terms and conditions applicable to such investor and/or its affiliates negotiated between Blackstone and such investor on a case by case basis, which will not be available or otherwise apply to the investor’s participation in the relevant BMAA Client. In addition, any such funds, vehicles or accounts may pursue investment objectives that overlap with those of the relevant BMAA Client and may receive allocations of investments, in whole or in part, that would otherwise be appropriate for the BMAA Client. Investors will not receive a copy of any agreement memorializing a Strategic Relationship program (even if in the form of a side letter) and will be unable to elect 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 allocation of co-investment, and preferential or favorable terms and conditions related to co-investment or other participation in Blackstone vehicles (including any carried interest and/or management fees to be charged with respect thereto)). The co-investment that is part of a Strategic Relationship may include co-investment in investments made by a BMAA Client or Other Blackstone Account. Strategic Relationships may therefore result in fewer co-investment opportunities (or reduced allocations) being made available to investors in the BMAA Clients. Successor Funds; Other Blackstone Accounts; Allocation of Investment Opportunities. The BTAS Funds have overlapping investment periods and may also have overlapping investment periods with their successor BTAS Funds. The portfolio management team of BTAS will submit a proposed commitment amount to each strategy for that year (or other period) to the BTAS Investment Committee, which will then determine whether or not to approve the recommended commitment amount. Notwithstanding the BTAS Investment Committee’s approval of the proposed commitment amount, various factors could result in the available or target commitment amount being lower than that which was approved, in which case the BTAS Portfolio Management Team accordingly may reduce the commitment amount for BTAS. The BTAS Investment Committee will allocate investment opportunities, whether such opportunity is with respect to a periodic allocation election alongside a particular Other Blackstone Account, a fund life commitment to a particular Other Blackstone Account or a single co-investment, among the BTAS Funds based on such factors as it determines in good faith to be appropriate, which may include, without limitation, (i) each BTAS Fund’s existing investment in the relevant Blackstone Asset Class(es), (ii) the investment limitations of each BTAS Fund, (iii) the potential for the proposed investment opportunity to create an industry or sector imbalance in the portfolio of any of the BTAS Funds, (iv) the current investment pace and proximity of each BTAS Fund to the end of its specified term/investment period, (v) the capital deployment levels for each BTAS Fund, (vi) the tax consequences of such investment to each BTAS Fund and/or its underlying investors, (vii) each BTAS Fund’s availability of leverage and any requirements or other terms of any existing leverage facilities to which such BTAS Fund is a party and (viii) such other considerations deemed relevant by the BTAS Investment Committee. Blackstone makes good faith determinations for allocation decisions based on expectations that may prove inaccurate. Information unavailable to Blackstone, or circumstances not foreseen by Blackstone at the time of allocation, may cause an investment opportunity to yield a different return than expected. For example, an investment opportunity that Blackstone determines to be consistent with the return objectives of a lower yielding (e.g. core+) fund rather than the an investment vehicle that focuses on higher yielding (e.g. opportunistic) returns could exceed Blackstone’s expectations and underwriting and generate an actual return that would have been appropriate for the opportunistic strategy. Conversely, an investment that Blackstone expects to be consistent with an opportunistic strategy’s return objectives may fail to achieve them. Moreover, through Other Blackstone Accounts, Blackstone currently invests and plans to continue to invest in affiliated and third party capital in a wide variety of investment opportunities and assets globally. To the extent any Other Blackstone Accounts have investment objectives or guidelines that overlap with those of the BTAS Funds, such Other Blackstone Accounts may receive priority over the BTAS Funds with respect to any investment opportunity that falls within such common objectives or guidelines, or such investment opportunity may be allocated in any manner deemed appropriate by Blackstone in its sole discretion. Moreover, certain Other Blackstone Accounts may contractually or legally limit the investment opportunities available to the BTAS Funds. For example, the governing documents of certain products managed by GSO Capital Partners L.P., Blackstone Tactical Opportunities Advisors L.L.C. and Strategic Partners Fund Solutions Advisors, L.P. (each an affiliate of BMAA) and certain Blackstone real estate products may require that co-investment opportunities first be offered to the investors in such product prior to any such opportunity being offered to the BTAS Funds. Additionally, certain Blackstone Real Estate products may limit Blackstone’s discretion in offering co- investment opportunities to the BTAS Funds. Therefore, offers to the BTAS Funds may be limited. Other Blackstone Accounts may be similarly restricted. To the extent an Other Blackstone Account elects not to invest in such investment opportunity (or elect to invest in only a portion of such opportunity), such investment opportunity (or the remainder of such investment opportunity) may be committed to any Other Blackstone Accounts and the BTAS Funds. The amount of carried interest charged and/or management fees paid by the BTAS Funds may be less than or exceed the amount of carried interest charged and/or management fees paid by an Other Blackstone Account. Such variation may create an incentive for Blackstone to commit a greater percentage of an investment opportunity to the BTAS Funds or such Other Blackstone Account, as the case may be. Moreover, there may be instances where capital available for investment with respect to a Blackstone Asset Class (or a particular investment within a Blackstone Asset Class) is limited, and therefore a larger percentage of such Blackstone Asset Class (or a particular investment within such Blackstone Asset Class) may be invested in the BTAS Funds than would have otherwise been invested in it had additional capital been available from any Other Blackstone Accounts. Furthermore, in certain instances the BTAS Funds may participate in investments indirectly by investing through Other Blackstone Accounts. While it is expected that an investment through (or pursuant to the terms of) any Other Blackstone Account will be on a Blackstone fee and carried interest free basis (without regard to Management Fees and carried interest charged by the BTAS Funds), the terms of any such investment will in other respects be governed by the applicable BTAS Fund Constituent Documents or governing documents of such Other Blackstone Account. For example, such investment may be made pursuant to an annual or other periodic election by the BTAS Funds to participate in all investments made during such period at a fixed percentage of such Other Blackstone Account’s overall investment percentage. This may result in the BTAS Funds having a higher or lower percentage interest in an investment than the BTAS Funds would have otherwise had if the commitment was determined on an investment by investment basis. Furthermore, with respect to instances where a BTAS Fund participates in an Other Blackstone Account through a fund life commitment to such Other Blackstone Account, it is likely that the investment period of that particular BTAS Fund will differ from the investment period of such Other Blackstone Account (including that such BTAS Fund’s investment period may terminate prior to the termination of the investment period of such Other Blackstone Account). In such instances, the BTAS Fund will only participate in such fund life commitment and satisfy funding obligations with respect to new investments made by such Other Blackstone Account for the duration of such BTAS Fund’s (and not such Other Blackstone Account’s) investment period (however, throughout the duration of such BTAS Fund’s term, it will continue to satisfy funding obligations with respect to investments made by the Other Blackstone Account during the BTAS Fund’s investment period and its pro rata share of non-investment related partnership expenses of such Other Blackstone Account). As a result, the investment performance of such BTAS Fund’s investment in such Other Blackstone Account will not represent the aggregate investment performance of such Other Blackstone Account. Moreover, while it is expected that, after a particular BTAS Fund’s investment period has expired, other BTAS Funds (including BTAS Funds formed after the initial fund life commitment was made) participating in such fund life commitment will satisfy funding obligations with respect to new investments made by such Other Blackstone Account, to the extent such other BTAS Funds are not able to satisfy such funding obligations, Blackstone will satisfy the funding obligations (and, as a result, Blackstone would own that portion of the investment in the Other Blackstone Account). In connection with the BMAA Clients, certain BMAA Clients may from time to time participate in investments in or relating to portfolio entities of other BMAA Clients. Any successor fund of the BMAA Clients may also participate in investments relating to portfolio entities in which the BMAA Clients have an investment (or vice versa), including, for example, investments in or relating to portfolio entities that represent “platform” investments where additional opportunities to invest are made available to the BMAA Clients, where the general partners and/or their affiliates determine that doing so is appropriate under the circumstances. Additionally, such related portfolio entities may be managed together (including, for example, the use of the same third party manager(s) or service provider(s)) or otherwise operated as part of the same “platform”, combined and/or otherwise sold together as a part of a single transaction or series of related transactions. Such arrangements may give rise to additional conflicts of interest in relation to the BMAA Clients, and their participation in any such investments may give rise to material conflicts of interest with, between or among the BMAA Clients and such other funds and vehicles. There can be no assurance that any such conflicts of interest will be resolved in favor of the BMAA Clients. With respect to the Associated Endowment Program, BMAA will seek to invest the assets thereof on a discretionary basis in good faith primarily in or alongside a range of Other Blackstone Accounts. Blackstone’s authority to invest the assets of the Associated Endowment Program in or alongside Other Blackstone Accounts may be subject to certain limitations and rise to actual or potential conflicts of interest, including with respect to the selection of such Other Blackstone Accounts and the terms of their investments. The risks associated with these investment programs depend largely on the investment strategies and investments of such Other Blackstone Accounts in which the Associated Endowment Program invest, and there can be no assurance that the activities of Other Blackstone Accounts do not adversely affect the investment programs of the Associated Endowment Program. BMAA will seek to invest the assets of SBS Vehicles in a range of underlying investment strategies alongside certain Other Blackstone Accounts pursuant to commitments predetermined by BMAA. Namely, the predetermined allocation framework will commit fixed percentages of an SBS Vehicle’s assets to specified Other Blackstone Accounts, and may be adjusted and/or revised from time to time. There can be no assurance, however, that certain strategies or Underlying Vehicles will be available for investment by the SBS Vehicles. BMAA’s authority to invest the SBS Vehicle assets in the Other Blackstone Accounts may give rise to actual or potential conflicts of interest. Furthermore, the risks associated with an SBS Vehicle depends largely on the portfolio entities and investment strategies of the Underlying Vehicles in or alongside which the SBS Vehicle invests, so there can be no guarantee that the activities of the Underlying Vehicles are not opposed to the interests of the SBS Vehicle. Various conflicts of interest could arise which may not be resolved in favor of BMAA Clients, and accordingly, could adversely affect the performance of BMAA Clients. For instance, certain Other Blackstone Accounts will employ a substantially identical strategy as that employed by one or more of the BTAS Funds. Such Other Blackstone Accounts will compete with the BTAS Funds for allocation of investments. Investment opportunities that may be potentially appropriate for one or more of the BTAS Funds may also be appropriate for Other Blackstone Accounts and there can be no assurance that the BTAS Funds will be allocated those investments they wish to pursue and investment opportunities may be allocated to the Other Blackstone Accounts instead of the BTAS Funds. Service Providers and Other Counterparties. Certain advisors and other service providers, or their affiliates (including accountants, administrators, paying agents, depositaries, lenders, bankers, brokers, attorneys, consultants, and investment or commercial banking firms), to BMAA Clients, Blackstone and/or certain portfolio entities in which the BMAA Clients have an investment also provide goods or services to, or have business, personal, financial or other relationships with, Blackstone, its affiliates and portfolio entities. For example, certain portfolio entities enter into agreements regarding group procurement (such as the group purchasing organization), benefits management, purchase of title and/or other insurance policies (which will from time to time be pooled across portfolio entities and discounted due to scale) from a third party or a Blackstone affiliate, and other similar operational, administrative or management related initiatives that result in commissions, discounts or similar payments to Blackstone or its affiliates (including personnel), including related to a portion of the savings achieved by the portfolio entity, and such commissions or payments will not offset the Management Fee. Such advisors and service providers referred to above may be investors in BMAA Clients, affiliates of the general partners, sources of financing and investment opportunities or co- investors or commercial counterparties or entities in which Blackstone and/or an Other Blackstone Account has an investment, and payments by BMAA Clients and/or portfolio entities generally would benefit Blackstone and/or such Other Blackstone Account. Additionally, certain employees and other professionals of Blackstone may have family members or relatives employed by such advisors and service providers or otherwise actively involved in (or have business, financial or other relationships with) relevant industries. For example, such family members or relatives might be employees, officers, directors or owners of companies or assets which are actual or potential investments of the BMAA Clients or other counterparties of the BMAA Clients and their portfolio companies and/or assets. Moreover, in certain instances, the BMAA Clients 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. These relationships may influence Blackstone, the general partners and/or BMAA in deciding whether to select or recommend or create such service providers to perform services for BMAA Clients and/or a portfolio entity (the cost of which will generally be borne directly or indirectly by BMAA Clients or such portfolio entity, as applicable) and may incentivize Blackstone to engage such service provider over another third party. The fees for services provided by such service providers may or may not be at the same rate charged by other third parties and the General Partner undertakes no obligations to select service providers who may have lower rates. Because Blackstone has many different businesses, including the Blackstone Capital Markets Group, which Blackstone investment teams and portfolio entities may engage to provide underwriting and capital market advisory services, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and subject to more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In most such circumstances, the applicable partnership agreement will not preclude the BMAA Client from undertaking any particular investment activity and/or transaction. However, Blackstone or Other Blackstone Accounts can be expected to enter into covenants that restrict or otherwise limit the ability of the BMAA Clients or their portfolio entities and their affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, Other Blackstone Accounts could have granted exclusivity to a joint venture partner that limits the BMAA Clients and Other Blackstone Accounts from owning assets within a certain distance of any of the joint venture’s assets, or Blackstone or an Other Blackstone Accounts could have entered into a non-compete in connection with a sale or other transaction. Furthermore, other Blackstone businesses and their personnel may be prohibited by law or contract from sharing information with BMAA and/or the applicable general partner that would be relevant to monitoring the BMAA Clients’ investments and other activities. These types of restrictions may negatively impact the ability of a BMAA Client to implement its investment program. 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 general partner. In addition to the service providers (including portfolio entity service providers) and vendors described above, the BMAA Clients and its portfolio entities may engage in transactions with one or more businesses that are owned or controlled by Blackstone directly, not through one of its funds, including the businesses described below. These businesses may also enter into transactions with other counterparties of the BMAA Clients and their portfolio entities, as well as service providers, vendors and investors of the BMAA Clients. Blackstone-affiliated service providers include, without limitation: COE. The Blackstone Center of Excellence, located in Gurgaon, India (the “COE”) is a captive center of resources administered by Blackstone and ThoughtFocus Technologies LLC (“ThoughtFocus”), an independent firm in which Blackstone holds a minority position and participates as a member of the board. The COE is expected to perform services for both Blackstone and certain funds which may have historically been performed by Blackstone personnel, such as funds’ administrative services, data collection and management services, and technology implementation and support services, some of which will be paid for by the funds that receive such services. COE may also performance services for the applicable general partner of a BMAA Client and BMAA. Blackstone, through its minority interest in ThoughtFocus, receives an indirect benefit resulting from the funds’ payments for such services. These fees do not offset Management Fees payable by the Limited Partners. BPM. Blackstone Property Management (“BPM”) is a Blackstone affiliate that may provide property management, environmental, leasing oversight and development management services to certain of the BMAA Clients’ investment properties primarily located in the United Kingdom and continental Europe. BTIG. In December 2016 certain funds made a strategic minority investment in BTIG. BTIG is a global financial services firm that provides institutional trading, investment banking, research and related brokerage services and may provide goods and services for the BMAA Clients, Other Blackstone Accounts or any of their portfolio entities. Aquicore. Acquicore, Inc. (“Acquicore”) is a cloud-based platform that tracks, analyzes and predicts key metrics in real estate focused on the reduction of energy consumption. Blackstone holds a minority investment in Aquicore. Equity Healthcare. Equity Healthcare LLC (“Equity Healthcare”) is a Blackstone affiliate that negotiates with providers of standard administrative services and insurance carriers for health benefit plans and other related services and insurance carriers for cost discounts, quality of service monitoring, data services and clinical consulting. Because of the combined purchasing power of its client participants, which include unaffiliated third parties, Equity Healthcare is able to negotiate pricing terms from providers that are believed to be more favorable than those that the portfolio entities could obtain on an individual basis. The fees received by Equity Healthcare in connection with services provided to Investments will not offset the Management Fee payable by the Limited Partners. LNLS. Blackstone partnered with a leading national title agency to create Lexington National Land Services (“LNLS”), a title agent company. LNLS acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the BMAA Clients and Other Blackstone Accounts and third parties. LNLS focuses on transactions in rate-regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in nonregulated states for the BMAA Clients and Other Blackstone Accounts unless (i) in the context of a portfolio transaction that includes assets in rate regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a third party is paying all or a material portion of the premium or (iv) when providing only support services to the underwriter and not negotiating the rate or issuing the title policy to the insure please register to get more info
BMAA is governed by the Blackstone Code of Ethics (the “Code of Ethics”). The Code of Ethics governs a number of potential conflicts of interest which exist when providing advisory services to BMAA Clients. The Code of Ethics is designed to ensure that BMAA meets its fiduciary obligation to BMAA Clients (or prospective clients) and to instill a culture of compliance within BMAA. An additional benefit of the Code of Ethics 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. BMAA 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 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.
Potential Conflicts of Interest
Blackstone offers many different products and services, and there are several potential conflicts of interest which may arise, including, but not limited to, those investment related potential conflicts identified in Item 10 – Other Financial Industry Activities & Affiliations and below. BMAA has adopted policies and procedures to address such potential conflicts of interest. Potential investors are encouraged to also review the information and disclosures regarding certain potential risk factors and potential conflicts of interest included in the separate offering and/or disclosure documentation and Constituent Documents provided to potential investors with respect to the BMAA Clients. BMAA’s related persons may from time to time have bought or sold, or may subsequently buy or sell, for their personal accounts, securities which may also be purchased or sold for the account of the BMAA Clients. BMAA and its related personnel are subject to guidelines governing the ability to trade in personal accounts. The guidelines generally require that all such personal securities transactions (other than certain transactions excepted under the Code) receive pre-clearance from the Blackstone Legal and Compliance Department (provided, however, that the guidelines prohibit the purchase of all single- name public securities). These guidelines are designed to comply with SEC requirements that registered investment advisors have a Code of Ethics. In addition, Blackstone has implemented certain policies and procedures (e.g., information walls) to restrict access to material non-public information. BMAA’s Code of Ethics is available for review upon request. You may request a copy of the Code by contacting Jeffrey Iverson - Chief Compliance Officer; (212) 583- 5000; Jeffrey.Iverson@blackstone.com. please register to get more info
BMAA does not generally trade in public securities; however, in the event BMAA executes a brokerage transaction for the BMAA Clients (e.g., trades in public securities or enters into hedging transactions), BMAA will generally enter into such transactions on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the general partners believe to be of benefit to the BMAA Clients.
Principal Transactions and Cross Trades
BMAA or an affiliate on occasion may engage in principal transactions with a BMAA Client. A principal transaction occurs when an investment advisor, acting for its own account (or the account of an affiliate) buys a security from, or sells a security to, a client’s account. BMAA will conduct all principal transactions according to the disclosure and client consent requirements of Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). BMAA must determine that any principal transaction is in the best interest of the participating BMAA Client. BMAA, to the extent permitted under applicable law, also may effect cross transactions in which BMAA causes a transaction to be effected between a BMAA Client and another account advised by BMAA or any of its affiliates (a “Cross Trade”). Cross Trades, which may or may not constitute principal transactions, will be conducted in accordance with BMAA’s fiduciary responsibility to each participating BMAA Client, must be in the best interest of each participating BMAA Client and must be consistent with BMAA’s duty to seek best execution. An Independent Client Representative will be retained for the BMAA Clients, as needed, for purposes of considering whether to grant, and granting or withholding, client (including, as pertinent, Fund investor) consent to certain transactions that may give rise to conflicts of interest.
Trade Errors
Trade errors are evaluated on a case-by-case basis. If BMAA determines that BMAA’s gross negligence, willful misconduct or fraud was the direct cause of a trade error, BMAA generally will compensate the affected BMAA Client for any losses resulting from such trade error. If a third party’s negligence or other wrongdoing causes a trading error that is material to a BMAA Client, BMAA will attempt to recover the amount of loss from the third party for the BMAA Client. BMAA does not assume responsibility for compensating the applicable BMAA Client, or making the third party compensate the applicable BMAA Client, in such cases. please register to get more info
Review of Accounts
The BMAA Clients’ accounts and investment positions are monitored by the applicable portfolio management team and investment committee on a regular and current basis. The BTAS Investment Committee will hold formal sessions regularly and meet ad hoc or make decisions by email as required to review general portfolio composition, strategy allocation percentages, investment concentrations, investment allocations and opportunities, constrained opportunities, co- investments, market conditions, potential conflicts and recent trading activities. The BTAS Investment Committee consists of approximately ten persons, all of whom are Senior Managing Directors or Managing Directors from a number of Blackstone’s other investment businesses. Blackstone Advisors and Senior Managing Director Gideon Berger monitor the performance of the Associated Endowment Program on an ongoing basis. This monitoring includes, but is not limited to, reviewing for liquidity needs, potential conflicts, market conditions, style drift, performance attribution and performance deviation. BMAA will periodically review the performance of SBS Vehicles on an ongoing basis in accordance with the SBS Vehicle Constituent Documents. BMAA and/or the BTAS Investment Committee might periodically review on an expedited basis the assets of the BMAA Clients following a unique occurrence in the financial industry or market generally.
Reports to Investors
BMAA Clients and investors therein will receive reporting as agreed upon between BMAA and/or the BMAA Clients and such investors in BMAA Clients and as described in the relevant Constituent Documents. BMAA makes use of a website, BX Access, available at www.bxaccess.com for the distribution of reports and other information to the BMAA Clients and investors in the BMAA Clients. Certain investors in BMAA Clients may request additional information relating to BMAA Clients and, to the extent such information is readily available or may be obtained without unreasonable effort or expense, BMAA 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 BMAA Clients that may not be known to other investors. As a result, certain investors may be able to take actions on the basis of such information which, in the absence of such information, other investors do not take. please register to get more info
BAP serves as a placement agent for the BTAS Funds in the U.S. but is not compensated for such services. Additionally, the BTAS Funds have distribution/placement arrangements with certain unaffiliated third parties. Such unaffiliated third parties may form investment vehicles for the purpose of investing in the BTAS Funds and the capital commitments of such investment vehicles may account for a substantial portion of the overall capital commitments to such BTAS Fund. Typically, third-party solicitors (if any) will receive a portion of the Management Fee paid and/or performance allocation made to BMAA or its affiliates (although other payment arrangements could exist). If third-party solicitors are engaged, a prospective investor solicited by a third party may be informed of (and may be asked to acknowledge in writing its understanding of) any such arrangement. Any such fees for these solicitation services will be ultimately paid/borne by BMAA through a corresponding reduction in the Management Fee or other transfer and none of the investors in the BTAS Funds will be subject to any increased or additional fees or charges; provided, however, that a third-party solicitor may directly charge investors sourced through such third-party solicitor additional subscription fees, origination fees, or management fees (or other similar fees) in connection with their investment in the BTAS Funds, and such fees will not reduce Management Fees. Third-party solicitors in the U.S. will be registered as broker-dealers with the SEC. Third-party solicitors outside the U.S. will be registered with a non-U.S. regulatory body to the extent such registration is required in the applicable non-U.S. jurisdiction. please register to get more info
Rule 206(4)-2, as amended (the “Custody Rule”), under the Advisers Act defines custody as holding client securities or funds or having any authority to obtain possession of them. BMAA Clients generally have an affiliate of BMAA acting as general partner and, as such, BMAA may be deemed to have custody of the BMAA Clients’ funds. In such instances, BMAA will comply with the provisions of the Custody Rule and will either provide the BMAA Clients with account statements on a quarterly or more frequent basis from their applicable custodians or will have securities verified by actual examination at least annually by an independent public accounting firm at a time chosen by the accounting firm without prior notice to BMAA (a “Surprise Examination”). If a Surprise Examination is conducted, the accounting firm’s report concerning the Surprise Examination will be publicly available on the Form ADV-E at the website provided on the cover page of this Brochure. please register to get more info
Investment decisions are made within the investment guidelines as described in the applicable Constituent Documents. BMAA has discretion in determining the Underlying Accounts in or alongside which the BMAA Clients may invest and the amount to invest. In making investment decisions on behalf of the Associated Endowment Program, Blackstone Advisors will seek to invest the Associated Endowment Program’s assets across a range of Other Blackstone Accounts and other investment opportunities that pursue or relate to a variety of different investment strategies and/or asset classes (e.g., real estate-related investments, private equity investments, credit- oriented investments, secondary investments, investments in hedge funds, and other opportunistic investments). It is expected that the investments by the Associated Endowment Program in or relating to Underlying Vehicles will be illiquid and not subject to withdrawal or redemption except in limited circumstances (e.g., as required by law). In making investment decisions on behalf of BMAA Clients, BMAA will seek to invest their assets across a range of Other Blackstone Accounts and, where applicable, other investment opportunities and asset classes related thereto in good faith in accordance with their respective investment guidelines and Constituent Documents. With respect to SBS Vehicles, BMAA will make investment decisions in accordance with the allocation framework and will provide administrative and other services on a discretionary basis in accordance with the SBS Vehicle Constituent 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 BMAA may be deemed to have authority to vote proxies relating to the companies in which its clients invest, BMAA has adopted a set of policies and procedures (together, the “Proxy Policy”) in compliance with the Proxy Rule. To the extent that BMAA exercises or is deemed to be exercising voting authority over its clients’ securities, the Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting with respect to proxy proposals, amendments, consents or resolutions (collectively, “proxies”) is exercised in a manner that serves the best interest of the BMAA Clients, as determined by BMAA in its sole discretion. From time to time, conflicts may arise between the interests of a BMAA Client, on the one hand, and the interests of BMAA, Blackstone or its affiliates, on the other hand. If BMAA determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, BMAA will address matters involving such conflicts of interest on a case-by-case basis in a fair and equitable manner, subject to legal, regulatory, contractual or other applicable considerations. BMAA, in its sole discretion, may elect not to vote a proxy if unduly burdensome. Notwithstanding the foregoing, because proxy proposals and individual company facts and circumstances may vary, BMAA may not always vote proxies in accordance with the Proxy Policy. In addition, many possible proxy matters are not covered in the Proxy Policy. Generally, BMAA will vote proxies (i) in favor of management’s recommendation for the election of the board of directors and (ii) to approve the financial statements as presented by management. Each proxy is voted on a case-by-case basis taking into consideration any relevant facts and circumstances at the time of the vote. In situations where BMAA wishes to vote differently from what is recommended in the Proxy Policy, or where an actual or potential material conflict of interest relating to the proxy vote exists, BMAA will take such actions as are required by the Proxy Policy. BMAA Clients and investors therein may request a copy of the Proxy Policy and the voting records relating to proxies as provided by the Proxy Rule by contacting Jeffrey Iverson - Chief Compliance Officer; (212) 583-5000; Jeffrey.Iverson@blackstone.com. please register to get more info
BMAA has never filed for bankruptcy as of the date of this Brochure and is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to the BMAA Clients.
Item 19 – Requirements for State Registered Advisers
Not applicable as BMAA is not registered in any state. please register to get more info
Open Brochure from SEC website
Assets | |
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Pooled Investment Vehicles | $8,348,207,764 |
Discretionary | $8,348,207,764 |
Non-Discretionary | $ |
Registered Web Sites
- HTTP://WWW.BLACKSTONE.COM
- HTTPS://FACEBOOK.COM/BLACKSTONE/
- HTTPS://WWW.INSTAGRAM.COM/BLACKSTONE/?HL=EN
- HTTPS://WWW.LINKEDIN.COM/company/7834/
- HTTPS://MEDIUM.COM/BLACKSTONEBX
- HTTPS://SOUNDCLOUD.COM/BLACKSTONE-300250613
- HTTPS://TWITTER.COM/BLACKSTONE?LANG=EN
- HTTPS://WWW.YOUTUBE.COM/user/BLACKSTONEGROUP
- HTTPS://BLACKSTONE.PODBEAN.COM/
- https://open.spotify.com/show/1PqaIgd12KgRN8rlijBhE7
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