10

Beneficial Ownership of Equity Securities Held in the Fund Complex by each Trustee/Nominee

Set forth in the table below is the dollar range of equity securities held in each Fund and on an aggregate basis for the entire Family of Investment Companies overseen by each Trustee.

The Funds and BGFLX are in the same Family of Investment Companies.

Trustee Transactions with Fund Affiliates

As of December 31, 2021,2023, none of the independent trustees, meaning those Trustees who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act and are independent under the New York Stock Exchange’s (“NYSE”) Listing Standards (each an “Independent Trustee” and collectively the “Independent Trustees”), nor members of their immediate families owned securities, beneficially or of record, in Blackstone Liquid Credit Strategies LLC (the “Adviser”), or an affiliate or person directly or indirectly controlling, controlled by, or under common control with the Adviser, other than investments in the Funds and investments in affiliated investment vehicles that, pursuant to guidance from the SEC Staff, do not affect such Trustee’s independence. Furthermore, over the past five years, neither the Independent Trustees nor members of their immediate families have had any direct or indirect interest, the value of which exceeds $120,000, in

11

the Adviser or any of its affiliates. In addition, since the beginning of the last two fiscal years, neither the Independent Trustees nor members of their immediate families have conducted any transactions (or series of transactions) or maintained any direct or indirect relationship in which the amount involved exceeds $120,000 and to which the Adviser or any affiliate of the Adviser was a party.

Trustee Compensation

The following table sets forth certain information regarding the compensation of the Funds’ Trustees for the fiscal year ended December 31, 2021.2023. Trustees and Officers of the Funds who are employed by Blackstone Credit & Insurance receive no compensation or expense reimbursement from the Funds.

Compensation Table for the Fiscal Year Ended December 31, 2021.2023.

During the year ended December 31, 2021,2023, BSL, BGB, BGX and BGFLX (the “Blackstone“Blackstone Credit & Insurance Closed-End Funds”Funds”) paid every Trustee who is not a director, officer, employee, or affiliate of Blackstone Credit or ALPS, the Fund’s administrator, a retainer fee of $145,000 per annum. Effective January 1, 2022, the Blackstone Credit Closed-End Funds pay every Trustee who is not a director, officer, employee, or affiliate of Blackstone Credit& Insurance or ALPS, the Fund’s administrator, a retainer fee of $155,000 per annum. The Chairman of the Audit Committee and the Chairman of the Nominating and Governance Committee also will receivereceived a retainer fee of $12,000 per annum from the Blackstone Credit & Insurance Closed-End Funds. The Lead Independent Trustee will receivereceived a retainer fee of $16,000 per annum from the Blackstone Credit & Insurance Closed-End Funds. During the year ended December 31, 2023, Mr. D’Alelio served with distinction as Lead Independent Trustee through May 31, 2023, after which the Nominating and Governance committee considered and approved the appointment of Ms. Siebels as the new Lead Independent Trustee starting June 1, 2023. The total Lead Independent Trustee retainer fee of $16,000 per annum paid from the Fund Complex includes compensation of $6,681 and $9,319 paid to Mr. D’Alelio and Ms. Siebels, respectively. Each such fee is paid quarterly and is allocated pro rata across the Blackstone Credit & Insurance Closed-End Funds based upon each Fund’s average net asset value throughout each quarter.

12

The Boards of Trustees of the Blackstone Credit & Insurance Closed-End Funds implemented a Trustee Emeritus program (the “Program”) in November 2021. Under the Program, the Boards of Trustees may appoint to the position of Trustee Emeritus any former Trustee who served at least five years as a Trustee and has retired from the Board in accordance with the Board’sBoard's policy of retirement at age 75 (a “Trustee Emeritus”). A Trustee Emeritus is entitled to receive notice of and attend all meetings of the Board. A Trustee Emeritus is not entitled to vote, will not be counted in determining a quorum of the Board, and does not have any of the duties or liabilities of a Trustee under law. A Trustee Emeritus appointed under the Program will receive compensation equal to 10% of his or her retainer for serving as a Trustee as of the date on which the Board appoints such person as Trustee Emeritus. The term of service of a Trustee Emeritus expires twelve months from the date of the Trustee’s retirement from the Board of Trustees. Currently no person holds the title Trustee Emeritus.

Each Fund’s BoardBGX and BGB’s Boards of Trustees met nineeleven times during the fiscal year ended December 31, 2021.2023. BSL’s Board of Trustees met ten times during the fiscal year ended December 31, 2023. Each Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any Committee of which they are a member.

Leadership Structure of the Board of Trustees

Each Board of Trustees is currently composed of sixfive Trustees. Daniel H. Smith, Jr.Robert Zable serves as Chairman of each Board. Mr. SmithZable is an “interested person” of the Funds. The appointment of Mr. SmithZable as Chairman reflects each Board of Trustees’ belief that his experience, familiarity with the relevant Fund’s day-to-day operations and access to individuals with responsibility for the relevant Fund’s management and operations provides each Board of Trustees with insight into the relevant Fund’s business and activities and, with his access to appropriate administrative support, facilitates the efficient development of meeting agendas that address the relevant Fund’s business, legal and other needs and the orderly conduct of board meetings. Each Board of Trustees has appointed Mr. D’AlelioJane Siebels as Lead Independent Trustee to ensure that the Independent Trustees have adequate control and influence over the governance of the Board of Trustees. In addition, all committees are chaired by Independent Trustees. Each Board of Trustees has determined that its leadership structure is appropriate in light of the relevant Fund’s circumstances and provides for the informed and independent exercise of its responsibilities.

Oversight of Risk Management

Each Board of Trustees’ role in risk oversight of the Funds reflects its responsibility under applicable state law to oversee generally, rather than to manage, the operations of the relevant Fund. In line with its oversight responsibility, the Board of Trustees receives reports and makes inquiries at its regular meetings and as needed regarding the nature and extent of significant Fund risks (including investment, compliance and valuation risks) that potentially could have a materially adverse impact on the business operations, investment performance or reputation of the relevant Fund, but relies upon the Fund’s management (including the Funds’ portfolio managers) and Chief Compliance Officer, who reports directly to the Board of Trustees, and the Adviser to assist it in identifying and understanding the nature

13

and extent of such risks and determining whether, and to what extent, such risks may be eliminated or mitigated. In addition to reports and other information received from Fund management and the Adviser regarding each Fund’s investment program and activities, the Board of Trustees as part of its risk oversight efforts expects to meetmeets at its regular meetings and as needed with the Fund’s Chief Compliance Officer to discuss, among other things, risk issues and issues regarding the policies, procedures and controls of each Fund. The Board of Trustees may be assisted in performing aspects of its role in risk oversight by the Audit Committee and such other standing or special committees as may be established from time to time by the Board of Trustees. For example, the Audit Committee of the Board of Trustees will meetmeets regularly with the Funds’ independent public accounting firm to review, among other things, reports on the Funds’ internal controls for financial reporting.

Each Board of Trustees believes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters may be summaries of relevant information and may be inaccurate or incomplete. As a result of the foregoing and other factors, the Board of Trustees’ risk management oversight is expected to be subject to substantial limitations.

Audit Committee Reports

The Audit Committee acts according to the Audit Committee charter (the “Charter”). Thomas W. Jasper has been appointed as Chair of the Audit Committee of each Fund’s Board of Trustees. The Audit Committee is responsible for assisting the Board of Trustees of the Funds in fulfilling its oversight responsibilities relating to accounting and financial reporting policies and practices of each Fund, including, but not limited to, the adequacy of each Fund’s accounting and financial reporting processes, policies and practices; the integrity of each Fund’s financial statements; the adequacy of each Fund’s overall system of internal controls; each Fund’s compliance with legal and regulatory requirements; the qualification and independence of each Fund’s independent registered public accounting firm; the performance of each Fund’s internal audit function provided by the Adviser and each Fund’s other service providers; and the review of the report required to be included in the Funds’ annual proxy statement by the rules of the SEC. The Audit Committee is also required to prepare an audit committee report to be included in the Funds’ annual proxy statement as required by Item 407(d)(3)(i) of Regulation S-K.S-K. The Audit Committee operates pursuant to the Charter that was most recently reviewed by each Fund’s Board of Trustees on November 18, 2021.29, 2023. The Charter is available on the Funds’ website, www.blackstone-credit.com.www.blackstone-credit.com. As set forth in the Charter, the function of the Committee is oversight; it is the responsibility of the Adviser to maintain appropriate systems for accounting and internal control, and the independent auditors’ responsibility to plan and carry out a proper audit. The independent accountant is ultimately accountable to each Fund’s Board of Trustees and Audit Committee, as representatives of each Fund’s shareholders. The independent accountant for the Funds reports directly to the Audit Committee.

14

In performing its oversight function, at a meeting held on February 17, 2022,14, 2024, each Audit Committee reviewed and discussed with management of each Fund and the independent accountant, Deloitte & Touche LLP (“Deloitte”), the audited financial statements of each Fund as of and for the fiscal year ended December 31, 2021,2023, and discussed the audit of such financial statements with the independent accountant.

In addition, each Audit Committee discussed with the independent accountant the accounting principles applied by each Fund and such other matters brought to the attention of the Audit Committee by the independent accountant required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also received from the independent accountant the written disclosures and letters required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

The members of each Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Fund for accounting, financial management or internal control purposes. Moreover, each Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Funds’ independent accountant. Accordingly, each Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, each Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of each Fund’s financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.

Based on its consideration of the audited financial statements and the discussions referred to above with management and the Funds’ independent accountant, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, each Audit Committee recommends to the Funds’ Board of Trustees that each Fund’s audited financial statements be included in the Funds’ Annual Report for the fiscal year ended December 31, 2021.2023.

SUBMITTED BY THE AUDIT COMMITTEE OF EACH FUND’S BOARD OF TRUSTEES

Thomas W. Jasper, Audit Committee Chairman

Edward H. D’Alelio
Michael F. Holland

Gary S. Schpero

Jane Siebels

February 17, 202214, 2024

15

Each Fund’s Audit Committee met sixfive times during the fiscal year ended December 31, 2021.2023. Each Fund’s Audit Committee is composed of fivefour Independent Trustees, namely Messrs. D’Alelio, Jasper, Holland, Schpero and Ms. Siebels. None of the members of each of the Audit Committees is an “interested person” of the Fund.

Based on the findings of each Audit Committee, each Board of Trustees has determined that Thomas W. Jasper is each Fund’s “audit committee financial expert,” as defined in the rules promulgated by the SEC, and as required by NYSE Listing Standards. Thomas W. Jasper serves as the Chairman of each Audit Committee.

Nominating and Governance Committee

Each Fund’s Board of Trustees has a Nominating and Governance Committee that is responsible for selecting and nominating candidates for election as Trustees to the Board of Trustees of the Fund. The members of the Nominating and Governance Committee are Edward H.Messrs. D’Alelio, Michael F. Holland, Thomas W. Jasper, Gary S. Schpero and JaneMs. Siebels, all of whom have been determined not to be “interested persons” of the Fund under the 1940 Act and who are “independent” as defined in the NYSE listing standards. Mr. Schpero serves as Chairman of each Nominating and Governance Committee. Each Fund’s Nominating and Governance Committee met threefour times during the fiscal year ended December 31, 2021.2023.

When vacancies or creations occur, each Nominating and Governance Committee will consider Trustee candidates recommended by a variety of sources to nominate for election by each Fund’s shareholders. Each Nominating and Governance Committee may consider nominees recommended by a shareholder as it deems appropriate. Under each Fund’s By-Laws, shareholders must follow certain procedures to nominate a person for election as a Trustee. Each Fund’s By-Laws provide that shareholders who wish to recommend a nominee for a Fund’s Board of Trustees must send recommendations to the relevant Fund’s Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Trustees and to serve if elected by the shareholders. In considering Trustee candidates, each Nominating and Governance Committee will take into consideration the interest of shareholders, the needs of the Board of Trustees and the Trustee candidate’s qualifications, which include but are not limited to, the quality and diversity of the individual’s professional experience, education, individual qualification or skills. Further, each Fund has adopted qualification requirements which can be found in each Fund’s By-laws and are applicable to all persons that may be nominated, elected, appointed, qualified or seated to serve as members of the Board of Trustees. The qualification requirements include: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than the Adviser; and (iv) character and fitness requirements. In addition to not being an “interested person” of each Fund as defined under Section 2(a)(19) of the 1940 Act, each Independent Trustee may not be or

16

have certain relationships with a shareholder owning five percent or more of the Fund’s voting securities or owning other percentage ownership interests in investment companies registered under the 1940 Act. Reference is made to each Fund’s By-Laws for more details. Each Fund’s Nominating and Governance Committee charter is available on the Funds’ website (www.blackstone-credit.com).

In the event of any conflict between a description of a Fund’s By-Laws in the proxy statement and the Fund’s By-Laws, the Fund’s By-Laws will control.

Any shareholder recommendation described above must be sent to the relevant Fund’s Secretary at 345 Park Avenue, 31st31^st Floor, New York, New York 10154. Each Fund’s Nominating and Governance Committee charter is available on the Funds’ website (www.blackstone-credit.com).

Valuation Committee

None of the Funds has a Valuation Committee. Each Board of Trustees has delegated day-to-day responsibility for implementing the valuation process pursuant to policies and procedures approved by each Board of Trustees to the Adviser (including a committee of the Adviser that values fair valued assets) and ALPS.Adviser.

Compensation Committee

None of the Funds has a Compensation Committee; however, the Nominating and Governance Committee also reviews compensation arrangements for the Independent Trustees and submits its recommendations to the Board of Trustees.

Other Board Related Matters

The Funds do not require Trustees to attend the Annual Meeting of Shareholders. Zero Trustees attended last year’s telephonic Annual Meeting of Shareholders.

17

REQUIRED VOTE

Blackstone Senior Floating Rate 2027 Term Fund

The election of each of Messrs. HollandJasper and SmithSchpero (Class II)I) for Trustee of the Fund requires the affirmative vote of the holders of a majority of the votes entitled to be cast by holders of BSL Common Shares represented at the Meeting, if a quorum is present.

Blackstone Long-Short Credit Income Fund

The election of Mr. Hollandeach of Messrs. Jasper and Schpero (Class I) for Trustee of the Fund requires the affirmative vote of the holders of a majority of the votes entitled to be cast by holders of BGX Preferred Shares (voting as a single class) represented at the Meeting, if a quorum is present. The election of Mr. Smith (Class I)III) for Trustee of the Fund requires the affirmative vote of the holders of a majority of the votes entitled to be cast by holders of BGX Common Shares and BGX Preferred Shares (voting together as a single class) represented at the Meeting, if a quorum is present.

Blackstone Strategic Credit 2027 Term Fund

The election of Mr. HollandSchpero (Class III) for Trustee of the Fund requires the affirmative vote of the holders of a majority of the votes entitled to be cast by holders of BGB Preferred Shares (voting as a single class) represented at the Meeting, if a quorum is present. The election of Mr. Smith (Class III)II) for Trustee of the Fund requires the affirmative vote of the holders of a majority of the votes entitled to be cast by holders of BGB Common Shares and BGB Preferred Shares (voting together as a single class) represented at the Meeting, if a quorum is present. The election of Mr. Jasper (Class II) for Trustee of the Fund requires the affirmative vote of the holders of a majority of the votes entitled to be cast by holders of BGB Preferred Shares (voting as a single class) represented at the Meeting, if a quorum is present.

EACH FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE FUND’S NOMINEES.

Application of Control Share Statute

Effective August 1, 2022, each Fund became automatically subject to the control share acquisition provisions contained in Subchapter III of the Delaware Statutory Trust Act (the “Control Share Statute”). In general, the Control Share Statute limits the ability of holders of “control beneficial interests” to vote their shares of a fund above various threshold levels that start at 10% unless the other shareholders of such fund vote to reinstate those rights. “Control beneficial interests” are aggregated to include the holdings of related parties and shares acquired before the effective date of the Control Share Provisions. A fund’s board of trustees may exempt acquisitions from the application of the Control Share Statute.

The Control Share Statute requires shareholders to disclose any control share acquisition to the relevant Fund within 10 days of such acquisition and, upon request, to provide any related information that such Fund’s Board of Trustees reasonably believes is necessary or desirable.

The following table shows the ownership of applicable Shares by each of the Trustees, the Trustees and Executive Officers of each Fund as a group and the persons or organizations known to each Fund to be beneficial owners of more than 5% of a Fund’s outstanding applicable Shares.

18

19

5% or Greater Shareholders

BSL Common Shares3
First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	11.02%(a)	1,490,314(a)
Morgan Stanley Morgan Stanley Smith Barney LLC 1585 Broadway New York, New York 10036	7%	940,839
BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE, NC 28255	5.5%	744,770
BGX Common Shares3
First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	21%(a)	2,668,941(a)
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402	5.24%	665,446

BSL Common Shares(a)
Bank of America Corporation Bank of America Corporate Center 100 N Tryon St Charlotte, NC 28255	6.0%	775,632

 

20

BGX Common Shares(a)
First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	12.73%(b)	1,617,871(b)
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402	7.87%	1,000,377

 

BGB Common Shares(a)
Morgan Stanley Morgan Stanley Smith Barney LLC 1585 Broadway New York, New York 10036	5.1%	2,272,329

 

BGX Preferred Shares3
Voya Financial 230 Park Avenue New York NY 10169	50.00%	10,000
Sun Life Financial Inc. Sun Life Assurance Company of Canada 1 York Street Toronto, Ontario, Canada M5J 0B6	50.00%	10,000
BGB Common Shares3
First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187   The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	7.63%	3,409,704
BGB Preferred Shares3
Sun Life Financial Inc. Sun Life Assurance Company of Canada 1 York Street Toronto, Ontario, Canada M5J 0B6	56%	25,000
Voya Financial 230 Park Avenue New York NY 10169	44.4%	20,000

BGB Preferred Shares(a)
MetLife Investment Management, LLC One MetLife Way Whippany, New Jersey 07981	100%	45,000

(a)

(a)

The table above shows 5% or greater shareholders’ ownership of Shares as of December 31, 2023. The information contained in this table is based on Schedule 13G filings made on or before February 16, 2024.

(b)

First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their schedule 13G jointly and did not differentiate holdings as to each entity.

(1)	The address for each Trustee of each Fund is 345 Park Avenue, 31st Floor, New York, NY 10154.

(2)	The table above shows Trustees’ and Executive Officers’ ownership of Shares of each Fund as of December 31, 2021.

(3)	The table above shows 5% or greater shareholders’ ownership of Shares as of December 31, 2021. The information contained in this table is based on Schedule 13G filings made on or before February 18, 2022.

 

ADDITIONAL INFORMATION

 

Independent Registered Public Accounting Firm

 

Deloitte & Touche LLP, 1601 Wewatta Street, Suite 400, Denver, Colorado 80202, served as each Fund’s independent registered public accounting firm for the Funds’ fiscal year ended December 31, 2021.2023. None of the Funds knows of any direct financial or material indirect financial interest of Deloitte in any Fund. A representative of Deloitte

21

will not be present at the Meeting, but will be available by telephone and will have an opportunity to make a statement, if asked, and will be available to respond to appropriate questions.

18

 

Principal Accounting Fees and Services

 

The following table sets forth for each Fund the aggregate fees billed by Deloitte for each Fund’s last two fiscal years, as a result of professional services rendered for:

 

(1)

(1) Audit Fees for professional services provided by Deloitte for the audit of each Fund’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements;

 

(2)

(2) Audit-Related Fees for assurance and related services by Deloitte that are reasonably related to the performance of the audit of each Fund’s financial statements and are not reported under “Audit Fees”;

 

(3)Tax Fees for professional services by Deloitte for tax compliance, tax advice and tax planning;

Tax Fees for professional services by Deloitte for tax compliance, tax advice and tax planning; and

 

(4)All Other Fees for products and services provided by Deloitte other than those services reported in above under “Audit Fees,” “Audit Related Fees” and “Tax Fees”; and

All Other Fees for products and services provided by Deloitte other than those services reported in above under “Audit Fees,” “Audit Related Fees” and “Tax Fees”.

 

(5)

(5) Non-Audit Fees billed by Deloitte for services rendered to each Fund, and rendered to the Funds’ Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to a Fund.

 

Blackstone Senior Floating Rate 2027 Term Fund

 

Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees		Non-Audit Fees
2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
$96,483	$87,900	$0	$0	$10,931	$10,931	$0	$0	$10,931	$10,931

Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees		Non-Audit Fees
2023	2022	2023	2022	2023	2022	2023	2022	2023	2022
$102,183	$98,583	$0	$0	$18,625	$10,931	$0	$0	$18,625	$10,931

 

Blackstone Long-Short Credit Income Fund

 

Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees		Non-Audit Fees
2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
$96,483	$87,900	$0	$0	$10,931	$10,931	$0	$6,500	$10,931	$17,431

Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees		Non-Audit Fees
2023	2022	2023	2022	2023	2022	2023	2022	2023	2022
$102,183	$98,583	$0	$0	$18,625	$10,931	$0	$0	$18,625	$10,931

 

22Blackstone Strategic Credit 2027 Term Fund

 

Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees		Non-Audit Fees
2023	2022	2023	2022	2023	2022	2023	2022	2023	2022
$102,183	$98,583	$0	$0	$18,625	$10,931	$0	$0	$18,625	$10,931

19

 

Blackstone Strategic Credit Fund

Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees		Non-Audit Fees
2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
$96,483	$87,900	$0	$0	$10,931	$10,931	$0	$0	$10,931	$10,931

Each Fund’s Audit Committee Charter requires that the Audit Committee pre-approve (i) all audit and non-audit services that the Fund’s independent auditors provide to the Fund, and (ii) all non-audit services that the Fund’s independent auditors provide to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund; provided that the Committee may implement policies and procedures by which such services are approved other than by the full Committee prior to their ratification by the Committee. All of the audit, audit-related, tax and other services described above for which Deloitte billed each Fund fees for the fiscal years ended December 31, 20212023 and December 31, 20202022 were pre-approved by the Audit Committee.

 

The Investment Adviser and Administrator

 

Blackstone Liquid Credit Strategies LLC is each Fund’s investment adviser, and its business address is 345 Park Avenue, 31st Floor, New York, NY 10154.

 

Blackstone Securities Partners L.P. is principal underwriter for BGX and BSL, and its business address is 345 Park Avenue, 31st Floor, New York, NY 10154.

 

ALPS is the administrator for each Fund, and its business address is 1290 Broadway, Suite 1000, Denver, Colorado 80203.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder, require each Fund’s officers, portfolio managers and Trustees, the Adviser, affiliated persons of the Adviser, and persons who beneficially own more than 10% of a registered class of a Fund’s Shares to file reports of ownership and changes in ownership with the SEC and the NYSE and to furnish the relevant Fund with copies of all Section 16(a) forms they file. Based solely on a review of the reports filed with the SEC and upon representations that no applicable Section 16(a) forms were required to be filed, each Fund believes that during fiscal year ended December 31, 2021,2023, all Section 16(a) filing requirements applicable to the Funds’ officers, Trustees and greater than 10% beneficial owners were complied with.with.

 

Broker Non-Votes and Abstentions

 

The affirmative vote of a majority of votes entitled to be cast by the holders entitled to vote for a particular nominee is necessary for the election of such nominee.

 

23

For the purpose of electing a nominee, abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the election. Abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes of determining the existence of each Fund’s quorum.

 

Shareholders of each Fund will be informed of the voting results of the Meeting in the Funds’ Semi-Annual Report dated June 30, 2022.2024.

20

 

OTHER MATTERS TO COME BEFORE THE MEETING

 

The Trustees of each Fund do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends to do so. If, however, any other matters, including adjournments, are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

 

Shareholder Communications with Board of Trustees

 

Shareholders may mail written communications to a Fund’s full Board of Trustees, to committees of the Board or to specified individual Trustees in care of the Secretary of the relevant Fund, 345 Park Avenue, 31st31^st Floor, New York, New York 10154. All shareholder communications received by the Secretary will be forwarded promptly to the relevant Board of Trustees, the relevant Board of Trustees’ committee or the specified individual Trustees, as applicable, except that the Secretary may, in good faith, determine that a shareholder communication should not be so forwarded if it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board of Trustees, officers, shareholders or other matters relating to an investment in a Fund or is purely ministerial in nature.

 

SHAREHOLDER PROPOSALS

 

Any shareholder proposal to be considered for inclusion in the Funds’ proxy statement and form of proxy for the annual meeting of shareholders to be held in 20222024 should have been received by the Secretary of the relevant Fund no later than November 4, 2021.11, 2023. To submit a shareholder proposal for a Fund’s 20232025 annual meeting for inclusion in the Fund’s proxy statement and form of proxy, a shareholder is required to send a Fund a notice of, and specified information with respect to any proposals pursuant to Rule 14a-8 under the 1934 Act by November 3, 2022.5, 2024. In addition, pursuant to each Fund’s By-Laws, a shareholder is required to give to a Fund notice of, and specified information with respect to, any proposals that such shareholder intends to present at the 20232025 annual meeting, without including such proposal in the Fund’s proxy statement and form of proxy, not later than the close of business on January 20, 2023,17, 2025, nor earlier than the close of business on December 21, 2022, prior to the first anniversary of the 2022 annual meeting18, 2024, (provided, however, that in the event that the date of the 20232024 annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the 20232025 annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the 20232025 annual

24

meeting or the tenth (10th) day following the day on which public announcement of the date of the 20232025 annual meeting is first made by the Fund). Under the circumstances described in, and upon compliance with, Rule 14a-4(c) under the 1934 Act, a Fund may solicit proxies in connection with the 20232025 annual meeting which confer discretionary authority to vote on any shareholder proposals of which the Secretary of the relevant Fund does not receive notice in accordance with the aforementioned date. Timely submission of a proposal does not guarantee that such proposal will be included.

21

 

IF VOTING BY PAPER PROXIES, IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND A MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

25

22