| Discretionary Sub‑Advisers |
Principal Strategy | |
| Bayforest Capital Limited | Multi-Strategy Strategies | |
| Bayview Asset Management, LLC | Relative Value Strategies | |
| Blackstone Liquid Credit Strategies LLC | Relative Value Strategies | |
| Blackstone Real Estate Special Situations Advisors L.L.C. | Relative Value Strategies | |
| Caspian Capital LP | Event-Driven Strategies | |
| Clear Sky Advisers, LLC | Macro Strategies | |
| D. E. Shaw Investment Management, L.L.C. | Multi-Strategy Strategies | |
| Emso Asset Management Limited | Macro Strategies | |
| Endeavour Capital Advisors Inc. | Equity Hedge Strategies | |
| HealthCor Management, L.P. | Equity Hedge Strategies | |
| Jasper Capital Hong Kong Limited | Equity Hedge Strategies | |
| Magnetar Asset Management LLC | Event-Driven Strategies | |
| Mesarete Capital LLP | Relative Value Strategies | |
| Nephila Capital Ltd. | Event-Driven Strategies | |
| Sage Rock Capital Management LP | Event-Driven Strategies | |
| Seiga Asset Management Limited | Equity Hedge Strategies | |
| TrailStone Commodity Trading US, LLC | Macro Strategies | |
| Two Sigma Advisers, LP | Equity Hedge Strategies | |
| Waterfall Asset Management, LLC | Relative Value Strategies |
| Discretionary Sub‑Advisers |
Principal Strategy |
Principal Sub‑Strategy | ||
| Bayforest Capital Limited | Multi‑Strategy Strategies | N/A | ||
| Bayview Asset Management, LLC | Relative Value Strategies | Fixed Income – Asset Backed | ||
| Blackstone Liquid Credit Strategies LLC | Relative Value Strategies | Fixed Income – Asset Backed | ||
| Blackstone Real Estate Special Situations Advisors L.L.C. | Relative Value Strategies | Fixed Income – Asset Backed | ||
| Caspian Capital LP | Event-Driven Strategies | Distressed/Restructuring | ||
| Clear Sky Advisers, LLC | Macro Strategies | Commodity – Energy | ||
| D. E. Shaw Investment Management, L.L.C. | Multi-Strategy Strategies | N/A | ||
| Emso Asset Management Limited | Macro Strategies | Discretionary Thematic | ||
| Endeavour Capital Advisors Inc. | Equity Hedge Strategies | Equity Long/Short | ||
| HealthCor Management, L.P. | Equity Hedge Strategies | Equity Long/Short | ||
| Jasper Capital Hong Kong Limited | Equity Hedge Strategies | Quantitative Directional | ||
| Magnetar Asset Management LLC | Event-Driven Strategies | Risk Arbitrage Strategies | ||
| Mesarete Capital LLP | Relative Value Strategies | Fixed Income – Sovereign | ||
| Nephila Capital Ltd. | Event-Driven Strategies | Reinsurance | ||
| Sage Rock Capital Management LP | Event-Driven Strategies | Event-Driven Multi-Strategy | ||
| Seiga Asset Management Limited | Equity Hedge Strategies | Equity Long/Short | ||
| TrailStone Commodity Trading US, LLC | Macro Strategies | Commodity – Energy | ||
| Two Sigma Advisers, LP | Equity Hedge Strategies | Equity Market Neutral | ||
| Waterfall Asset Management, LLC | Relative Value Strategies | Fixed Income – Asset Backed |
| • | Clear Sky Advisers, LLC (“Clear Sky”), located at 111 West 33rd Street, Suite 1920, New York, NY 10120, may manage a portion of a Domestic Subsidiary’s assets and/or a portion of the Cayman Subsidiary’s assets using Macro Strategies. Founded in 2020, Clear Sky has approximately $1.45 billion in assets under management as of October 31, 2021. Prior to Clear Sky becoming a sub‑adviser of the Fund, certain employees of Clear Sky were employed by Luminus Management, LLC, a former sub‑adviser to the Fund, and assisted in managing a portion of the Fund’s assets in such capacity. |
Filed pursuant to Rule 497(e)
File Nos. 333-185238 and 811-22743
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
Supplement dated December 2, 2021 to the
Blackstone Alternative Multi-Strategy Fund (the “Fund”)
Statement of Additional Information, dated July 30, 2021,
as revised September 9, 2021, as supplemented
Removal of Sub-Advisers
Effective immediately, Cerberus Sub-Advisory I, LLC (“Cerberus”) and Luminus Management, LLC (“Luminus”) no longer serve as sub-advisers to the Fund. The Fund’s assets managed by each of Cerberus and Luminus have been re-allocated by Blackstone Alternative Investment Advisors LLC (“BAIA”), the Fund’s investment adviser, to the Fund’s other sub-advisers, or to BAIA to manage directly. Therefore, all references to Cerberus and Luminus in the Fund’s Statement of Additional Information are hereby removed.
Addition of Sub-Advisers
Pursuant to action taken by the Board of Trustees of the Fund, Clear Sky Advisers, LLC (“Clear Sky”) will serve as a discretionary sub-adviser to the Fund.
Effective immediately, the following disclosure is added to the section “Investment Management and Other Services—The Sub-Advisers” in the Statement of Additional Information:
| • | Clear Sky Advisers, LLC (“Clear Sky”). The principal owners of Clear Sky are Derek Rogers and John Segrich. |
Sub-Adviser Proxy Voting Policy
Effective immediately, the following disclosures are added to Appendix A to the Statement of Additional Information:
Summary of Clear Sky’s Policy on Proxy-Voting, Corporate Actions and Class Actions
Background
Rule 206(4)-6 under the Advisers Act requires each registered investment adviser that exercises proxy voting authority with respect to client Securities to:
| • | Adopt and implement written policies and procedures reasonably designed to monitor that the adviser votes client Securities in the clients’ best interests. Such policies and procedures must address the manner in which the adviser will resolve material conflicts of interest that can arise during the proxy voting process; |
| • | Disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their Securities; and |
| • | Describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures. |
Additionally, Rule 204-2(c)(2) imposes recordkeeping requirements on investment advisers that execute proxy voting authority, as described in the Books and Records section of this Manual.
Clear Sky generally has the authority to vote the proxies received on securities held in the Clients. Clear Sky’s objective is to vote proxies in the best interests of the Clients as mandated by the Clients’ objectives described in the private placement memoranda.
While the Advisers Act lacks specific guidance regarding an adviser’s duty to direct clients’ participation in class actions, an investment adviser may adopt policies and procedures regarding class actions.
Policies and Procedures
The Proxy Voting Process
In accordance with Clear Sky’s agreements with its Clients, Clear Sky generally votes proxies on behalf of each Client.
It is Clear Sky’s policy to vote proxies in the best interest of Clients. Clear Sky will generally vote in the same manner for all Clients holding a particular security, subject to investment objectives and best interests of each Client. The policies do not mandate that Clear Sky vote every proxy it receives, as described in more detail below.
Clear Sky votes Client securities after thorough consideration, taking into account Clear Sky’s strategy for the investment, specific circumstances, and the recommendations of a neutral third party that issues recommendations based on its own internal guidelines and research, and retains a record of all of its recommendations.
Analysts assigned to cover specific companies are designated to monitor and opine on proxy proposals. Analysts must consult with the relevant Portfolio Manager regarding proxy proposals. Clear Sky may vote Client securities in a manner that is inconsistent with third parties’ recommendations when the analyst and Portfolio Manager believe it is in the best interest of the Clients and such a vote does not create a conflict of interest between the Client and Clear Sky. In certain cases, Clear Sky may decide that the proper course of action is not to vote(abstain).
In such a case, the CCO should be notified.
Clear Sky votes Client securities using an electronic voting platform and retains a record of proxy votes for each Client.
Identification and Escalation of Material Conflicts of Interest
Investment professionals assigned to cover a particular issuer will consider whether Clear Sky is subject to any material conflict of interest in connection with each proxy vote. Investment professionals must notify the CCO if they are aware of any material conflict of interest associated with a proxy vote. It is difficult to anticipate all material conflicts of interest that could arise in connection with proxy voting. The following examples are meant to help identify potential conflicts:
| • | Instances where Clear Sky may provide investment advice to a publicly traded company (an “Issuer”) and Clear Sky receives a proxy solicitation from that Issuer, or from a competitor of the Issuer; |
| • | Clear Sky or an affiliate has a financial interest in the outcome of a proxy vote; |
| • | An issuer or some other third party offers Clear Sky or an Employee compensation in exchange for voting a proxy in a particular way; |
| • | An Employee, or a member of an Employee’s household, has a personal or business relationship with an Issuer and Clear Sky receives a proxy solicitation from that Issuer; and |
| • | Clear Sky or its Employees have a short position in an Issuer, but Clear Sky’s Clients have a long position in the same Issuer and Clear Sky receives a proxy solicitation from the Issuer. |
If Clear Sky detects a material conflict of interest in connection with a proxy solicitation, Clear Sky will abide by the following procedures:
| • | The CCO will convene the investment professionals responsible for managing the position. |
| • | The CCO will describe the proxy vote under consideration and identify the perceived conflict of interest, and propose the course of action that he believes is in Clear Sky’s Clients’ best interests. |
| • | After considering the CCO’s proposal, each investment professional involved will make a recommendation regarding the proxy vote. If the investment professionals and CCO are unable to reach a decision regarding the proxy vote, Clear Sky may elect to abstain from the vote or vote with the third party recommendation. |
| • | The CCO or a designee will retain documentation of the voting service or consultant’s recommendation and will vote Clients’ proxies in accordance with that recommendation. |
Clear Sky will not neglect its proxy or corporate action voting responsibilities, but Clear Sky may abstain from voting if it deems that abstinence is in its Clients’ best interests. The CCO or a designee will maintain documentation describing the rationale for any instance in which Clear Sky does not vote a Client’s proxy. In addition, with respect to Clients that have elected to participate in securities lending with a prime broker/custodian, Clear Sky may not be able to call back securities to vote and therefore may not have the ability to vote such proxies.
If Clear Sky votes the same proxy in two directions, the CCO or a designee will maintain documentation describing the reasons for each vote (e.g., Clear Sky believes that voting with management is in the best interests of debt holder, but detrimental to equity held by another Client).
Any attempt to influence the proxy voting process by Issuers or others not identified in these policies and procedures should be promptly reported to the CCO. Similarly, any Investor’s attempt to influence proxy voting should be promptly reported to the CCO.
Class Actions
As a fiduciary, Clear Sky always seeks to act in Clients’ best interests. Senior Management and the CCO will assess whether a Client should (a) participate in a recovery achieved through a class action, or (b) opt out of the class action and separately pursue their own remedy. The CCO or a designee oversees the completion of Proof of Claim forms and any associated documentation, the submission of such documents to the claim administrator, and the receipt of any recovered monies. The CCO or a designee will maintain documentation associated with a Client’s participation in class actions.
Employees must notify the CCO if they are aware of any material conflict of interest associated with a Client’s participation in class actions. Senior Management and the CCO will evaluate any such conflicts and determine an appropriate course of action for Clear Sky.
Clear Sky generally does not serve as lead plaintiff in class actions but reserves the right to do so.
Disclosures to Investors
Clear Sky includes a description of its policies and procedures regarding proxy voting in Part 2 of Form ADV, along with a statement that Investors can contact the CCO to obtain a copy of these policies and procedures and information about how Clear Sky voted with respect to the Client’s Securities.
Any request for information about proxy voting or class actions should be promptly forwarded to the CCO, who will respond to any such requests.
As a matter of policy, Clear Sky does not disclose how it expects to vote on upcoming proxies. Additionally, Clear Sky does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.
Shareholders should retain this Supplement for future reference.