Executives (as each is defined in the Clawback Policy), but nevertheless has designed and implemented the Clawback Policy to comply with the Listing Rules. For additional information, please
refer to the Clawback Policy filed as Exhibit 97.1 to the Companys Annual Report.
Certain Relationships and
Transactions
Investment Advisory Agreement; Administration Agreement
On October 28, 2021, in connection with the closing of its initial public offering (IPO), the Company entered into an amended and restated investment
advisory agreement (as amended and restated, the Investment Advisory Agreement), pursuant to which the Company pays a fee for the Advisers services consisting of two components: a base management fee and an incentive fee. The
Adviser implemented a waiver effective from the consummation of the IPO to extend the Companys pre-IPO fee structure for a period of two years. With the waiver in place, instead of having the base
management fee and each incentive fee increase to 1.00% and 17.5%, respectively, following the IPO, each such fee remained at 0.75% and 15.0% for a period of two years following the IPO (the Waiver Period). The Waiver Period ended on
October 28, 2023. As a result of the fee waiver, the pre-listing management fee and incentive fee rates paid by the Company to the Adviser did not increase during the Waiver Period. Amounts waived by the
Adviser are not subject to recoupment by the Adviser.
On October 1, 2018, the Company entered into an Administration Agreement with the Administrator (the
Administration Agreement). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records,
overseeing the calculation of the Companys NAV, compliance monitoring (including diligence and oversight of the Companys other service providers), preparing reports to shareholders and reports filed with the SEC, preparing materials and
coordinating meetings of the Board of Trustees, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Administrator may also
offer to provide, on the Companys behalf, managerial assistance to the Companys portfolio companies.
Pursuant to the Investment Advisory Agreement and
the Administration Agreement, the Company will reimburse the Adviser and Administrator for certain expenses as they occur. Each of the Investment Advisory Agreement and the Administration Agreement has been approved by the Board. Unless earlier
terminated, each of the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board, including a majority of Independent Trustees, or by the holders of a majority of our outstanding voting securities.
For the year ended December 31, 2023, the base management fee was $98.1 million, of which $20.2 million was waived. As of December 31, 2023,
$23.0 million was payable to the Adviser relating to management fees. For the years ended December 31, 2023, the Company accrued income based incentive fees of $134.2 million, of which $15.6 million was waived. As of
December 31, 2023, $34.4 million was payable to the Adviser for income based incentive fees.
For the year ended December 31, 2023, the Company
reversed previously accrued capital gains incentive fees of $(5.5) million as a result of changes in net realized and unrealized losses for the year. As of December 31, 2023, no amount was payable to the Adviser for capital gains based
incentive fees. For the year ended December 31, 2023, the Company incurred $2.2 million under the Administration Agreement, which was recorded in administrative service fees in the Companys Consolidated Statements of Operations. As
of December 31, 2023, $1.1 million was unpaid and included in Due to affiliates in the Consolidated Statements of Assets and Liabilities in the Companys Annual Report.
Co-Investment Relief
The Company in the past has co-invested, and in the future will co-invest, with certain
affiliates of the Adviser. The Company has received an exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and
certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions which could limit our ability to participate in co-investment transactions. Pursuant to such
order, the Board has established Board criteria clearly defining co-investment opportunities in which the Company will have the opportunity to participate with one or more listed or private Blackstone
Credit & Insurance BDCs, including the Company (the Blackstone Credit & Insurance BDCs) and other public or private Blackstone Credit & Insurance funds that target similar assets. If an investment falls within
the Board criteria, Blackstone Credit & Insurance must offer an opportunity for the Blackstone Credit & Insurance BDCs to participate. The Blackstone Credit & Insurance BDCs may determine to participate or not to
participate, depending on whether the Adviser determines that the investment is appropriate for the Blackstone Credit & Insurance BDCs (e.g., based on investment strategy). The co-investment is
generally allocated to us, any other Blackstone Credit & Insurance BDCs and the other Blackstone Credit & Insurance funds that target similar assets pro rata based on available capital in the applicable asset class. If the Adviser
determines that such investment is not appropriate for us, the investment will not be allocated to us, but the Adviser will be required to report such investment and the rationale for its determination for us to not participate in the investment to
the Board at the next quarterly Board meeting.
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