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INVESTMENT MANAGEMENT AGREEMENTThis INVESTMENT MANAGEMENT AGREEMENTINVESTMENT MANAGEMENT AGREEMENT,dated and effective as of June 26,2013(the“Agreement”),is between BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLCBLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC,aDelaware limited liability company(the“Investment Manager”),and BLACKSTONEBLACKSTONEALTERNATIVE MULTI-MANAGER SUB FUND IV L.L.C.,ALTERNATIVE MULTI-MANAGER SUB FUND IV L.L.C.,a Delaware limited liabilitycompany(the“Fund”),a wholly-owned subsidiary of Blackstone Alternative Investment Funds(“BAIF”),a Massachusetts business trust and open-end investment company registered under theInvestment Company Act of 1940,as amended(the“Investment Company Act”),on behalf of itsseries,Blackstone Alternative Multi-Manager Fund(“BAMMF”).The purpose of the Fund is tofacilitate the implementation of BAMMFs investment strategies.In consideration of the mutual covenants contained in this Agreement,it is agreed as follows:1.1.Appointment.Appointment.The Fund appoints the Investment Manager as investment adviser with respect to the Fundsassets for the period and on the terms set forth in this Agreement,and the Investment Manageraccepts such appointment.2.2.Authority and Duties of the Investment Manager.Authority and Duties of the Investment Manager.(a)The Investment Manager agrees to furnish continuously an investment program for the Fund.Inthis regard the Investment Manager will manage the investment and reinvestment of the Fundsassets,determine what investments will be purchased,held,sold or exchanged by the Fund andwhat portion,if any,of the assets of the Fund will be held uninvested,continuously review,supervise and administer the investment program of the Fund,and supervise and arrange the day-to-day operations of the Fund.The Fund constitutes and appoints the Investment Manager as the Funds true and lawfulrepresentative and attorney-in-fact,with full power of delegation(to any one or more permittedsub-advisers),in the Funds name,place and stead,to make,execute,sign,acknowledge anddeliver all subscription and other agreements,contracts and undertakings on behalf of the Fundas the Investment Manager may deem necessary or advisable for implementing the investmentprogram of the Fund by purchasing,selling and redeeming its assets and placing orders for suchpurchases and sales.Any delegation of duties pursuant to this paragraph shall comply with allapplicable provisions of Section 15 of the Investment Company Act,except to the extentotherwise permitted by any exemptive order of the Securities and Exchange Commission,orsimilar relief.Unless the Fund expressly delegates responsibility for voting proxies relating to the Fundsportfolio holdings to the Investment Manager,the Investment Manager has no authority toexercise voting power with respect to the Funds portfolio holdings.(b)The Investment Manager agrees that it will discharge its responsibilities under this Agreementsubject to the supervision of the Board of Managers of the Fund and in accordance with the termshereof,the Funds Limited Liability Company Agreement,as may be amended from time to time,the investment objectives,policies,guidelines and restrictions of BAIF or BAMMF(as applicableto the Fund),the applicable rules andregulations of the Securities and Exchange Commission and other applicable federal and statelaws,and any policies determined by the Funds Board of Managers,all as from time to time ineffect.In managing the Funds portfolio,the Investment Manager will not take any actions withrespect to the Funds assets that would cause BAIF or BAMMF to violate any provisions of theInvestment Company Act applicable to BAIF or BAMMF.(c)Subject to the prior approval of a majority of the BAIF Trustees,including a majority of the BAIFTrustees who are not“interested persons”of the Fund and,to the extent that would be required bythe Investment Company Act if the Fund were registered under the Investment Company Act andthe rules and regulations thereunder,subject to any applicable guidance,exemptive order orinterpretation of the Securities and Exchange Commission or its staff,by the members of the Fund,the Investment Manager may,from time to time,delegate to a sub-adviser or administrator any ofthe Investment Managers duties under this Agreement,including the management of all or aportion of the assets being managed.In all instances,however,the Investment Manager mustoversee the provision of delegated services,the Investment Manager must bear the separate costsof employing any sub-adviser or administrator(provided that the Fund will remain responsible forits own expenses,as described in Section 4 below),and no delegation will relieve the InvestmentManager of any of its obligations under this Agreement.The Investment Manager agrees that itwill not exercise investment power with respect to any investments in equity securities,includingany equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934,as amended,made on the Funds behalf by any sub-adviser retained by the Investment Manager inaccordance with this Section 2(c).3.3.Fees.Fees.The Fund will pay to the Investment Manager,as compensation for the services rendered,facilities furnished,and expenses borne by the Investment Manager hereunder,a management fee(“Management Fee”).The Management Fee is accrued daily and payable quarterly.TheManagement Fee is calculated at the annual rate of 1.95%of the Funds average daily net assets.In the event the Investment Manager is not acting as such for an entire calendar quarter,theManagement Fee payable by the Fund for the calendar quarter shall be prorated to reflect theportion of the calendar quarter in which the Investment Manager is acting as such under thisAgreement.4.4.Expenses.Expenses.(a)Other than as specifically indicated in this Agreement,the Investment Manager shall not berequired to pay any expenses of the Fund.The Investment Manager shall bear its own operatingand overhead expenses attributable to its duties hereunder(such as salaries,bonuses,rent,officeand administrative expenses,depreciation and amortization,and auditing expenses).The Fund isnot responsible for the overhead expenses of the Investment Manager.The Investment Managermay from time to time agree not to impose all or a portion of its Management Fee otherwisepayable under this Agreement and/or undertake to pay or reimburse the Fund for all or a portion ofits expenses not otherwise required to be paid by or reimbursed by the Investment Manager.Unlessotherwise agreed,any Management Fee reduction or undertaking may be discontinued or modifiedby the Investment Manager at any time.2(b)The Fund will bear all of the legal and other out-of-pocket expenses incurred in connection withthe organization of the Fund and the offering of its interests.The Fund will bear all of its ordinaryadministrative and operating expenses,including the Management Fee,risk management expenses,its ordinary and recurring investment expenses,including custodial costs,brokerage costs,interestcharges,consulting fees,compensation of members of the Funds Board of Managers who are notdirectors,officers or employees of the Investment Manager or of any“affiliated person”(other thana registered investment company)of the Investment Manager,legal expenses,accounting andauditing expenses incurred in preparing,printing and delivering all reports(including suchexpenses incurred in connection with any Fund document)and tax information for members andregulatory authorities,and all filing costs,fees,travel expenses and any other expenses which aredirectly related to the investment of the Funds assets.The Fund will pay any extraordinaryexpenses it may incur,including any litigation expenses.Nothing in this paragraph 4(b)shall limitthe generality of the first sentence of paragraph 4(a)of this Agreement.As used in this Agreement,the term“affiliated person”has the meaning set forth in the Investment Company Act.(c)The Investment Manager will place orders either directly with the issuer or with brokers or dealersselected by the Investment Manager.In the selection of such brokers or dealers and the placing ofsuch orders,the Investment Manager will use its best efforts to obtain for the Fund the mostfavorable price and execution available,except to the extent it may be permitted to pay higherbrokerage commissions for brokerage and research services as described below.In using its bestefforts to obtain for the Fund the most favorable price and execution available,the InvestmentManager,bearing in mind the Funds best interests at all times,will consider all factors it deemsrelevant,including by way of illustration,price,the size of the transaction,the nature of the marketfor the security,the amount of the commission,the timing of the transaction taking into accountmarket prices and trends,the reputation,experience and financial stability of the broker or dealerinvolved and the quality of service rendered by the broker or dealer in other transactions.TheInvestment Manager will not be deemed to have acted unlawfully or to have breached any dutycreated by this Agreement or otherwise solely by reason of its having caused the Fund to pay abroker or dealer that provides brokerage and research services to the Investment Manager anamount of commission for effecting a portfolio investment transaction in excess of the amount ofcommission another broker or dealer would have charged for effecting that transaction,if theInvestment Manager determines in good faith that such amount of commission was reasonable inrelation to the value of the brokerage and research services provided by such broker or dealer,viewed in terms of either that particular transaction or the Investment Managers overallresponsibilities with respect to the Fund and to other clients of the Investment Manager as to whichthe Investment Manager exercises investment discretion.In no instance,however,will the Fundssecurities be purchased from or sold to the Investment Manager,or any“affiliated person”thereof,except to the extent permitted by the Securities and Exchange Commission or by applicable law,ineach case,as if the Fund were registered under the Investment Company Act.5.5.Other Activities and Investments.Other Activities and Investments.(a)The Investment Manager and its affiliates and any of their respective members,partners,officers,and employees shall devote so much of their time to the affairs of the Fund as in the judgment ofthe Investment Manager the conduct of its business shall reasonably require,and none of theInvestment Manager or its affiliates shall be obligated to do or perform any act or thing inconnection with the business of the Fund not expressly set forth herein.3(b)The services of the Investment Manager to the Fund are not to be deemed exclusive,and theInvestment Manager is free to render similar services to others so long as its services to the Fundare not impaired thereby.To the extent that affiliates of,or other accounts managed by,theInvestment Manager invest in underlying funds or other investment opportunities that limit theamount of assets and the number of accounts that they will manage,the Investment Manager maybe required to choose between the Fund and other accounts or affiliated entities in makingallocation decisions.The Investment Manager will make allocation decisions in a manner itbelieves to be equitable to each account.It is recognized that in some cases this may adverselyaffect the price paid or received by the Fund or the size or position obtainable for or disposed bythe Fund.Nothing herein contained in this Section 5 shall be deemed to preclude the InvestmentManager or its affiliates from exercising investment responsibility,from engaging directly orindirectly in any other business or from directly or indirectly purchasing,selling,holding orotherwise dealing with any securities of underlying funds or other investment opportunities for theaccount of any such other business,for their own accounts,for any of their family members or forother clients.(c)It is understood that any of the members,managers,officers and employees of the Fund may be ashareholder,director,officer or employee of,or be otherwise interested in,the InvestmentManager,and in any person controlled by or under common control with the Investment Manager,and that the Investment Manager and any person controlled by or under common control with theInvestment Manager may have an interest in the Fund.It is also understood that the InvestmentManager and any person controlled by or under common control with the Investment Manager mayhave advisory,management,service or other contracts with other organizations and persons andmay have other interests and business.6.6.Reports and Other Information.Reports and Other Information.(a)The Fund and the Investment Manager agree to furnish to each other,if applicable,currentprospectuses,proxy statements,reports to members,certified copies of their financial statements,and such other information with respect to their affairs as each may reasonably request.TheInvestment Manager further agrees to furnish to the Fund,if applicable,the same such documentsand information pertaining to any sub-adviser or sub-administrator as the Fund may reasonablyrequest.(b)Any records which would be required to be maintained and preserved pursuant to the provisions ofRule 31a-1 and 31a-2 under the Investment Company Act if the Fund were registered under theInvestment Company Act will be prepared or maintained by the Investment Manager(or any sub-adviser or sub-administrator)on behalf of the Fund.These records are the property of the Fund andwill be surrendered promptly to the Fund on request.The Investment Manager further agrees topreserve these records for the periods prescribed in Rule 31a-2 under the Investment Company Act.47.7.Scope of Liability;Indemnification.Scope of Liability;Indemnification.(a)In the absence of willful misfeasance,bad faith or gross negligence on the part of the InvestmentManager,or reckless disregard of its obligations and duties hereunder,the Investment Managershall not be subject to any liability to the Fund or to any member of the Fund,for any act orommission in the course of,or connected with,rendering services hereunder.The Fund shall,to thefullest extent permitted by law,indemnify and save harmless the Investment Manager,its affiliatesand any of their respective partners,members,directors,officers,employees or shareholders(the“Indemnitees”)from and against any and all claims,liabilities,damages,losses,costs andexpenses,that are incurred by any Indemnitee and that arise out of or in connection with theperformance or non-performance of or by the Indemnitee of any of the Investment Managersresponsibilities hereunder,provided that an Indemnitee shall be entitled to indemnificationhereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonablybelieved to be in or not opposed to the best interests of the Fund;provided,however,that noIndemnitee shall be indemnified against any liability to the Fund or its shareholders by reason ofwillful misfeasance,bad faith,gross negligence or reckless disregard of the Indemnitees dutiesunder this Agreement(“disabling conduct”).An Indemnitee is entitled to indemnificationhereunder only upon(i)a final decision on the merits by a court or other body before whom theproceeding was brought that the Indemnitee was not liable by reason of disabling conduct or,(ii)inthe absence of such a decision,a reasonable determination,based upon a review of readilyavailable facts(as oposed to a full trial-type inquiry),that the Indemnitee was not liable by reasonof disabling conduct by an independent legal counsel in a written opinion.(b)Expenses,including reasonable counsel fees incurred by the Indemnitee(but excluding amountspaid in satisfaction of judgments,in compromise or as fines or penalties),shall be paid from timeto time by the Fund in advance of the final disposition of a proceeding upon receipt by the Fund ofan undertaking by or on behalf of the Indemnitee to repay amounts so paid to the Fund if it isultimately determined that indemnification of such expenses is not authorized under thisAgreement,provided,however,that(i)the Indemnitee shall provide security considered in the solediscretion of the Fund to be appropriate for such undertaking,(ii)the Fund shall be insured againstlosses arising from any such advance payments,or(iii)either a majority of the Managers of theFund who are neither“interested persons”of the Fund nor parties to the proceeding,acting on thematter,or independent legal counsel in a written opinion,shall determine,based upon a review ofreadily available facts(as opposed to a full trial-type inquiry),that there is reason to believe thatthe Indemnitee ultimately will be found entitled to indemnification.As used in this Agreement,theterm“interested person”shall have the same meaning set forth in the Investment Company Act.8.8.Independent Contractor.Independent Contractor.For all purposes of this Agreement,the Investment Manager shall be an independent contractorand not an employee or dependent agent of the Fund;nor shall anything herein be construed asmaking the Fund a partner or co-venturer with the Investment Manager or any of its affiliates orclients.Except as provided in this Agreement,the Investment Manager shall have no authority tobind,obligate or represent the Fund.9.9.Term;Termination;Renewal.Term;Termination;Renewal.This Agreement shall become effective as of the date of its execution,and(a)unless otherwise terminated,this Agreement shall continue in effect for two years from the date ofexecution,and from year to year thereafter so long as such continuance is5specifically approved at least annually(i)by the Board of Trustees of BAIF or by vote of amajority of the outstanding voting securities of the Fund,and(ii)by vote of a majority of themembers of the Board of Trustees of BAIF who are not“interested persons”of the Fund,BAIF orthe Investment Manager,cast in person at a meeting called for the purpose of voting on suchapproval;(b)this Agreement may be terminated at any time either by vote of the Board of Trustees of BAIF orby vote of a majority of the outstanding voting securities of the Fund;(c)this Agreement shall automatically terminate in the event of its assignment;and(d)this Agreement may be terminated by the Investment Manager on sixty days written notice to theFund.Termination of this Agreement pursuant to this Section 9 shall be without the payment of anypenalty.For purposes of this Section 9,the terms“assignment,”“interested persons,”and“voteof a majority of the outstanding voting securities”shall have their respective meanings defined inthe Investment Company Act,subject,however,to such exemptions or no-action positions asmay be granted by the Securities and Exchange Commission or its staff under the InvestmentCompany Act.10.10.Amendment;Modification;Waiver.Amendment;Modification;Waiver.This Agreement shall not be amended,nor shall any provision of this Agreement be consideredmodified or waived,unless evidenced by a writing signed by the parties hereto,and incompliance with applicable provisions of the Investment Company Act as if the Fund wereregistered under the Investment Company Act.11.11.Use of the Name“Blackstone.”Use of the Name“Blackstone.”The Fund acknowledges that,as between the Fund and the Investment Manager,the InvestmentManager owns and controls the term“Blackstone.”The Investment Manager grants to the Fund aroyalty-free,non-exclusive license to use the name“Blackstone”in the name of the Fund for theduration of this Agreement and any extensions or renewals thereof.Such license may,upontermination of this Agreement,be terminated by the Investment Manager,in which event theFund shall promptly take whatever action may be necessary(including calling a meeting of itsBoard of Managers or members)to change
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