Related Party Transactions | 3. Related Party Transactions Partnership Agreement BXPE has entered into a limited partnership agreement (the “Partnership Agreement”) with the General Partner. Overall responsibility for BXPE’s oversight rests with the General Partner, subject to certain oversight rights held by BXPE’s Board of Directors. The General Partner has delegated BXPE’s portfolio management function to the Investment Manager on January 2, 2024. Performance Participation Allocation The General Partner will be allocated a performance participation (“Performance Participation Allocation”) by BXPE (directly or indirectly through an intermediate entity) equal to 12.5% of total return subject to a 5% annual hurdle amount and a high water mark with 100% catch-up. pro-rating Investment Management Agreement On January 2, 2024, BXPE entered into an investment management agreement with the Investment Manager (the “Investment Management Agreement”). Management Fee In consideration for its investment management services, BXPE (directly or indirectly through an intermediate entity) will pay the Investment Manager a management fee (the “Management Fee”) equal to 1.25% of BXPE’s transactional net asset value (“Transactional NAV,” the price at which BXPE sells and redeems Units, calculated in accordance with a valuation policy that has been approved by BXPE’s Board of Directors) per year payable monthly, before giving effect to any accruals for the Management Fee, servicing fees related to BXPE’s Class S and Class D Units, Administration Fee (as defined below), Performance Participation Allocation, pending unit repurchases, any distributions and without taking into account accrued and unpaid taxes of any intermediate entity through which BXPE indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable month. The Management Fee will be calculated by the Sponsor. The Investment Manager may elect to receive the Management Fee in cash, Units and/or shares or units of intermediate entities. If the Management Fee is paid in Units, such Units may be repurchased at the Investment Manager’s request and will be subject to certain limitations. Additionally, the Investment Manager may separately elect for the Management Fee to be paid (in whole or in part) to an affiliate of the Investment Manager in satisfaction of Management Fee amounts owed to the Investment Manager in connection with services provided by such affiliate to BXPE and/or any intermediate entity. The Investment Manager has agreed to waive the Management Fee for the first six months following the date on which BXPE first accepts third-party investors and commences investment operations, which was January 2, 2024. Administration Fee The Investment Manager will provide administration services to BXPE, consistent with the Partnership Agreement and Investment Management Agreement. In consideration for its administrative services, the Investment Manager will be entitled to receive an administration fee (the “Administration Fee”) payable by BXPE, equal to, in the aggregate, 0.10% of BXPE’s Transactional NAV per annum payable monthly, before giving effect to any accruals for the Management Fee, the servicing fee, Administration Fee, and the Performance Participation Allocation, pending Unit repurchases, any distributions and without taking into account accrued and unpaid taxes of any intermediate entity through which BXPE indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable month. Dealer Manager Agreement On September 29, 2023, BXPE entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with Blackstone Securities Partners L.P. (the “Dealer Manager”), a broker-dealer registered with the SEC under the Exchange Act and a member of the Financial Industry Regulatory Authority. Pursuant to the Dealer Manager Agreement, the Dealer Manager manages BXPE’s relationships with third-party brokers engaged by the Dealer Manager to participate in the distribution of Units, which are referred to as participating brokers, and financial advisors. The Dealer Manager also coordinates BXPE’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of BXPE’s offering, its investment strategies, material aspects of its operations and subscription procedures. The Dealer Manager is entitled to receive unitholder servicing fees monthly in arrears at an annual rate of % of the value of BXPE’s Transactional NAV attributable to Class S Units as of the last day of each month. The Dealer Manager is entitled to receive unitholder servicing fees monthly in arrears at an annual rate of % of the value of BXPE’s Transactional NAV attributable to Class D Units as of the last day of each month. In calculating the servicing fee, BXPE uses the Transactional NAV before giving effect to any accruals for the servicing fee, repurchases, if any, for that month and distributions payable on BXPE’s Units. There will not be unitholder servicing fees with respect to Class I Units. The unitholder servicing fees are payable to the Dealer Manager, but the Dealer Manager anticipates that all or a portion of such fees will be retained by, or reallowed (paid) to, participating brokers or other financial intermediaries. See Note 5. “Net Assets” for further details. BXPE accrues the cost of the servicing fees, as applicable, for the estimated life of the Units as an offering cost at the time they are sold for Class S and Class D Units. Warehousing Agreement; Line of Credit Agreement BXPE, Blackstone Private Equity Strategies Fund SICAV (together with its master fund, feeder funds, parallel funds and other related entities, “BXPE Lux”) and the Investment Manager, in its capacity as investment manager, on behalf of and not for its own account, of (a) BXPE and (b) BXPE Lux (together with BXPE, the “BXPE Funds”) entered into an Amended and Restated Warehousing Agreement (the “A&R Warehousing Agreement”) with Blackstone Holdings Finance Co. L.L.C. (“Finco”), a subsidiary of Blackstone, in connection with the launch and ramp of the BXPE Funds. The BXPE Funds have also entered into an amended and restated unsecured, uncommitted line of credit agreement (“A&R Line of Credit”) with Finco. For additional information, see Note 6. “Warehousing Agreement,” Note 7. “Line of Credit Agreement” and Note 8. “Subsequent Events” herein. Feeder Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder”), a Delaware limited partnership, is a feeder vehicle for BXPE. The Feeder intends to invest all or substantially all of its assets in BXPE. The Feeder was established to allow certain investors with particular tax characteristics, such as tax-exempt non-U.S. Parallel Funds The term “Parallel Fund” refers to one or more parallel vehicles established by, or at the direction of, the Sponsor to invest alongside the Fund, but excluding BXPE Lux (as defined above and as determined in the Investment Manager’s discretion). The Parallel Funds may be established to allow for certain investors with particular legal, tax, regulatory, compliance, structuring or certain other operational requirements to participate in BXPE. Parallel Funds may not have investment objectives and/or strategies that are identical to the investment objectives and strategies of BXPE or the Feeder. Each Parallel Fund (and each Parallel Fund’s investors) will bear a proportional share of the Management Fee, Administration Fee and the Performance Participation Allocation. Parallel Funds are expected to invest directly, or indirectly through one or more Intermediate Entities, into the Aggregator (as defined below). Aggregator BXPE expects to invest all or substantially all of its assets in BXPE US Aggregator (CYM) L.P., a Cayman Islands exempted limited partnership (including any successor vehicle or vehicles used to aggregate the holdings of BXPE and any Parallel Funds) (the “Aggregator”). One or more Parallel Funds are expected to invest in the Aggregator alongside BXPE. BXPE Lux BXPE will invest alongside BXPE Lux, a Luxembourg alternative investment fund available to individual investors primarily domiciled in countries of the European Economic Area, the United Kingdom, Switzerland, Asia and certain other jurisdictions. While BXPE and BXPE Lux have substantially similar investment objectives and strategies and are expected to have highly overlapping investment portfolios, BXPE and BXPE Lux will be operated as distinct investment structures. Affiliates The General Partner, Investment Manager, Dealer Manager, Feeder, Parallel Funds, Aggregator and BXPE Lux are affiliates of BXPE. BXPE, Feeder, Parallel Funds, Aggregator and BXPE Lux collectively form the BXPE Fund Program. |