What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-04 · 172 added, 108 removed, 372 unchanged (43% of the section changed)

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Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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The responsibilities of the Board include, among other things, the oversight of our investment activities, the quarterly and non-quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities.

Our Board consists of six members, four of whom are not “interested persons” of the Company or of the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the Board.

Our Board consists of seven members, four of whom are not “interested persons” of the Company or of the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the Board.

These individuals are referred to as independent trustees.

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Clark to the Board, respectively, and as members of the Board's Audit Committee and Nominating and Governance Committee.

Effective August 4, 2021, the Board established the Compensation Committee of the Board and appointed Robert Bass, Tracy Collins, Vicki Fuller and James Clark as members of the Compensation Committee.

Effective October 18, 2021, the Board appointed Vikrant Sawhney as a trustee of the Company.

Effective October 18, 2021, the Board was divided into three classes, with the members of each class serving staggered, three-year terms.

The terms of our Class I trustees will expire at the 2022 annual meeting of shareholders;

the terms of our Class II trustees will expire at the 2023 annual meeting of shareholders;

and the terms of our Class III trustees will expire at the 2024 annual meeting of shareholders.

Effective March 11, 2022, the Board appointed David Goldberg as interim Chief Accounting Officer and interim Treasurer of the Company coinciding with the effective date of the resignation of Robert Busch as the Chief Accounting Officer and Treasurer of the Company.

The resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Board of Trustees and Executive Officers

Information regarding the Board is as follows:

Name Year of Birth Position Trustee Since

Name Year of Birth Position Trustee Class Trustee Since

Interested Trustee:

1963 Trustee 2018

Brad Marshall 1972 Trustee, Chairperson, and Chief Executive Officer 2018

1963 Trustee Class II 2018

Brad Marshall 1972 Trustee, Chairperson, and Chief Executive Officer Class III 2018

Vikrant Sawhney 1970 Trustee Class I 2021

Independent Trustees:

Robert Bass 1949 Trustee 2018

Tracy Collins 1963 Trustee 2018

Vicki Fuller 1957 Trustee 2020

1961 Trustee 2020

Robert Bass 1949 Trustee Class II 2018

Tracy Collins 1963 Trustee Class III 2018

Vicki Fuller 1957 Trustee Class I 2020

1961 Trustee Class I 2020

The address for each of our trustees is c/o Blackstone Credit BDC Advisors LLC, 345 Park Avenue, 31st Floor, New York, NY 10154.

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Stephan Kuppenheimer 1970 Chief Financial Officer

Busch 1982 Chief Accounting Officer and Treasurer

Katherine Rubenstein 1978 Chief Operating Officer

Carlos Whitaker 1976 President

Robert Busch (1)

1982 Chief Accounting Officer and Treasurer

Beth Chartoff 1969 Public Relations Officer

Beeney 1970 Chief Compliance Officer, Chief Legal Officer and Secretary

(1) Robert Busch resigned from the Company, effective March 11, 2022 and will be replaced by David Goldberg on an interim basis.

Biographical Information

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Interested Trustees

Brad Marshall , Trustee, Chief Executive Officer of the Company, Senior Managing Director of Blackstone and Co-Head of Performing Credit .

Marshall is Co-head of Blackstone Credit’s Performing Credit Platform and a Senior Managing

Director of Blackstone.

Brad Marshall (Portfolio Manager) , Trustee, Chief Executive Officer of the Company, Senior Managing Director of Blackstone and Head of North America Private Credit .

Marshall is head of Blackstone Credit’s North America Private Credit business and a Senior Managing Director of Blackstone.

Marshall also serves on the board of trustees of Blackstone Private Credit Fund (“BCRED”).

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Kellogg Graduate School of Management at Northwestern University.

Vikrant Sawhney, Trustee, Senior Managing Director of Blackstone and Chief Administrative Officer.

Sawhney currently serves as Chief Administrative Officer and Global Head of Institutional Client Solutions of Blackstone Inc.

Since joining Blackstone in 2007, Mr.

Sawhney started Blackstone Capital Markets and also served as the Chief Operating Officer of the Private Equity group.

Before joining Blackstone, Mr.

Sawhney worked as a Managing Director in the Financial Sponsors Group at Deutsche Bank, and prior to that was an Associate at the law firm of Simpson Thacher & Bartlett.

Sawhney represented Blackstone as a Rockefeller Fellow during 2010-2011, and currently sits on the board of the Blackstone Charitable Foundation.

He is also the Board Chair of Dream, an east Harlem-based educational and social services organization.

He graduated from Dartmouth College and received a J.D.

from Harvard Law School.

Independent Trustees

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RDFN) since October 2016.

Bass served on the board of directors of Bowlero Corporation and as the chairman of the audit committee starting in December 2021.

Bass is a certified public accountant licensed in New York and Connecticut.

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Collins is an independent finance professional and most recently served as CEO to SmartFinance LLC (2013-2017), a Fintech startup purchased by MidFirst Bank in December of 2017.

During her career in financial services,

During her career in financial services, Ms.

Collins worked as a Senior Managing Director (Partner) and Head of Asset-Backed Securities Research at Bear Stearns & Co., Inc.

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Fuller was appointed to the board of directors of Treliant, LLC, an international multi-industry consulting firm specializing in regulatory requirements.

Fuller was appointed to the Board of Trustees for Fidelity Equity and High Income Funds.

Fuller was appointed to the Board of Trustees for

Fidelity Equity and High Income Funds.

Fuller, who was inducted into the National Association of Securities Professionals Wall Street Hall of Fame, was named to Chief Investment Officer Magazine’s “Power 100” and received the Urban Technology Center’s Corporate Leadership Award.

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Executive Officers Who Are Not Trustees

Beeney , Chief Compliance Officer, Chief Legal Officer and Secretary.

Beeney has been with Blackstone Credit since 2007 and is a Senior Managing Director and General Counsel of Blackstone Credit.

As General Counsel, Ms.

Beeney works on a variety of legal matters within Blackstone Credit and oversees all legal and compliance issues.

Beeney is the Chief Compliance Officer, Chief Legal Officer and Secretary of BSL, BGX, BGB, BGFLX and BCRED.

Before joining Blackstone Credit, Ms.

Beeney was an attorney at DLA Piper within the finance group.

Prior to that, she worked at Latham & Watkins primarily on project finance and development transactions, as well as leveraged finance transactions, restructurings and certain structured credit products.

Beeney holds a B.S.

in Engineering from Cornell University, and a J.D., magna cum laude, from Boston University.

Robert Busch, Chief Accounting Officer and Treasurer.

Busch is the Chief Accounting Officer and Treasurer of the Company and a Managing Director with Blackstone Credit.

Busch is the Chief Financial Officer and Treasurer of BSL, BGX, BGB and BGFLX and the Treasurer and Chief Accounting Officer of BCRED.

Busch joined Blackstone Credit in 2018.

Busch worked previously at Fifth Street Asset Management from 2012 to 2018, where he was Senior Vice President Finance and served as Controller of the firm’s two publicly traded business development companies and publicly traded alternative asset manager.

Prior to that, Mr.

Busch was an Audit Manager at Deloitte & Touche LLP serving clients in various industries including alternative asset management and real estate.

Busch is a Certified Public Accountant in the state of New York and received a Bachelor’s Degree in Business Administration with a concentration in Accounting from Boston University’s Questrom School of Business where he graduated cum laude.

Beth Chartoff , Public Relations Officer of the Company, Senior Managing Director of Blackstone and Head of Blackstone Credit's Investor Relations and Business Development .

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Chartoff serves as a member of the Executive Committee of American Ballet Theatre’s Board of Governing Trustees.

Stephan Kuppenheimer, Chief Financial Officer .

Kuppenheimer is the Chief Financial Officer of the Company and a Senior Managing Director with Blackstone Credit.

He is a member of Blackstone Credit’s Performing Credit Group focused on portfolio management and capital markets.

Kuppenheimer is a member of the performing credit investment committee.

David Goldberg, Interim Chief Accounting Officer and Interim Treasurer (effective March 11, 2022).

Goldberg is a Managing Director with Blackstone in the Global Fund Finance group where he oversees the accounting, financial reporting and fund administration for Blackstone’s credit, liquid and insurance funds.

Before joining Blackstone in 2008, Mr.

Goldberg was an AVP at Lehman Brothers in the Real Estate Private Equity Group overseeing two real estate mezzanine funds.

Prior to that, Mr.

Goldberg worked as a manager in the joint venture group at New Plan Excel Realty Trust.

Goldberg began his career in the financial services group at PricewaterhouseCoopers.

Goldberg received a BA from Queens College, City University of New York, where he graduated with Cum Laude, with a major in Accounting and Information Systems and a minor in Economics.

He is a licensed Certified Public Accountant.

Stephan Kuppenheimer, Chief Financial Officer of the Company, Senior Managing Director of Blackstone and Global Head of Capital Formation of Blackstone Credit.

Kuppenheimer is the Chief Financial Officer and a member of the Investment Committee of the Company, a Senior Managing Director of Blackstone and the Global Head of Capital Formation for Blackstone Credit, overseeing the firm’s structuring, financing and related capital markets activities.

He also serves as a Portfolio Manager and Chief Financial Officer of Blackstone Private Credit Fund (“BCRED”) and is a member of Blackstone Credit’s performing credit investment committee.

Before joining Blackstone Credit, then known as GSO Capital Partners, in 2015 Mr.

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Kuppenheimer was founder and CEO of FSI Capital, an alternative asset management company focused on U.S.

credit products.

credit products which acted as an asset manager of the Capital Purchase Program on behalf of the US Treasury Department.

Previously, Mr.

Kuppenheimer was head of CLOs and structured funds for Merrill Lynch.

Kuppenheimer received a J.D., with Distinction, from Emory University School of Law and a B.A.

Kuppenheimer lead structured credit businesses for Merrill Lynch and Credit Suisse and began his career as an attorney for Brown & Wood.

Kuppenheimer received a J.D., with

Distinction, from Emory University School of Law and a B.A.

from Colgate University with Honors in Philosophy.

Kuppenheimer serves on the board of trustees for the George Jackson Academy.

Beeney , Chief Compliance Officer, Chief Legal Officer and Secretary.

Beeney has been with Blackstone Credit since 2007 and is a Senior Managing Director and General Counsel of Blackstone Credit.

As General Counsel, Ms.

Beeney works on a variety of legal matters within Blackstone Credit and oversees all legal and compliance issues.

Beeney is the Chief Compliance Officer, Chief Legal Officer and Secretary of BSL, BGX, BGB, BGFLX and BCRED.

Before joining Blackstone Credit, Ms.

Beeney was an attorney at DLA Piper within the finance group.

Prior to that, she worked at Latham & Watkins primarily on project finance and development transactions, as well as leveraged finance transactions,

restructurings and certain structured credit products.

Beeney holds a B.S.

in Engineering from Cornell University, and a J.D., magna cum laude, from Boston University.

Robert Busch, Chief Accounting Officer and Treasurer.

Busch is the Chief Accounting Officer and Treasurer of the Company and a Senior Vice President with Blackstone Credit.

Busch is the Chief Financial Officer and Treasurer of BSL, BGX, BGB and BGFLX and the Treasurer and Chief Accounting Officer of BCRED.

Busch joined Blackstone Credit in 2018.

Prior to that, Mr.

Busch was an Audit Manager at Deloitte & Touche LLP serving clients in various industries including alternative asset management and real estate.

Kuppenheimer serves on the board of trustees of the George Jackson Academy.

Katherine Rubenstein , Chief Operating Officer .

Kate Rubenstein is a Managing Director in Blackstone Credit and Chief Operating Officer of the Company and of Blackstone Private Credit Fund.

Since joining Blackstone in 2015, Ms.

Rubenstein created and led the GSO Advantage platform (now Blackstone Credit Advantage), which brings Blackstone’s broad set of capabilities to drive operational efficiencies and growth for Blackstone Credit’s portfolio companies.

She subsequently created and led the Blackstone Advantage program, focusing on building networks and expanding access to resources for portfolio companies across Blackstone business units.

Rubenstein is on the Blackstone Charitable Foundation Leadership Council and on the Board of Let’s Get Ready, a non-profit organization that provides low-income and first generation to college students support to gain admission to and graduate from college.

Before joining Blackstone, Ms.

Rubenstein originated senior secured loans and equipment finance opportunities in the industrial, consumer, and retail sectors for GE Capital and prior to that worked in brand management at World Kitchen.

Rubenstein received an MBA from The Johnson Graduate School of Management at Cornell University, where she was a Roy H.

Park Leadership Fellow, and an AB from Dartmouth College.

Carlos Whitaker, President.

Carlos Whittaker is a Senior Managing Director in Blackstone Credit, the parent company of the Company’s investment adviser, and the President of the Company and of Blackstone Private Credit Fund.

Prior to joining Blackstone Credit on September 7, 2021, Mr.

Whitaker served as Head of New York and Co-Head of EMEA Equity Advisory Sales of Credit Suisse in the Investment Banking division.

As a senior salesperson, Carlos was responsible for developing relationships with large institutional clients, profitably growing revenues, selling initial public offerings and secondary offerings, as well as cross-selling the bank’s other products.

His clients consisted of large institutional asset management firms that employ a myriad of investment strategies including long only, long/short equity, event driven, risk arbitrage, and global macro.

Whitaker began his career at Credit Suisse in 2000 as an Analyst.

Whitaker sits on the boards of New York for McCombs and Rising Stars Capital Management, which is a nonprofit focused on increasing Black representation in the finance industry.

Whitaker graduated with honors from the University of Texas at Austin, holding a Bachelor of Arts from the Plan II Honors Program, Bachelor of Business Administration in Accounting and Master in Professional Accounting.

Board Leadership Structure

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Our Board, which will review its leadership structure periodically as part of its annual self-assessment process, further believes that its structure is presently appropriate to enable it to exercise its oversight of us.

Following an Exchange Listing, the Trustees may be classified, with respect to the terms for which they severally hold office, into classes, as determined by the Board, as nearly equal in size as is practicable.

Board’s Role in Risk Oversight

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The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations.

The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed.

The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly

investigated and responsibly addressed.

Investors should note, however, that the Board’ oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

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Corporate Governance

The Board has an Audit Committee and a Nominating Committee and may form additional committees in the future.

The Board has an Audit Committee, a Nominating and Governance Committee and a Compensation Committee and may form additional committees in the future.

Audit Committee

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Compensation Committee

The Board does not currently intend to delegate any authority to a compensation committee because our executive officers will not receive any direct compensation from us.

The Compensation Committee is composed of Robert Bass, Tracy Collins, Vicki Fuller and James Clark, each of whom is not considered an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Vicki Fuller serves as Chair of the Compensation Committee.

The Compensation Committee is responsible for annually reviewing and recommending for approval to the Board the Investment Advisory Agreement and the Administration Agreement.

The Compensation Committee is also responsible for reviewing and approving the compensation of the independent trustees.

In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the Board regarding their compensation.

Lastly, the Compensation Committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make

recommendations to the Board on our executive compensation practices and policies.

The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the Compensation Committee.

Communications to the Board of Trustees

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Dollar Range of Equity Securities Beneficially Owned by Directors

The following table sets forth the dollar range of equity securities of the Company beneficially owned by each trustee of February 26, 2021:

The following table sets forth the dollar range of equity securities of the Company beneficially owned by each trustee as of February 28, 2022:

Dollar Range of

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Brad Marshall over $100,000 over $100,000

Vikrant Sawhney (4)

Independent Trustees

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(2) Dollar ranges were determined using the number of shares that are beneficially owned as of February 28, 2022 , multiplied by the Company’s net asset value per share as of December 31, 2021.

(3) The "Fund Complex" consists of the Company, Blackstone Private Credit Fund, the Blackstone Credit Closed-End Funds (Blackstone Senior Floating Rate Term Fund, Blackstone Long Short Credit Income Fund, Blackstone Strategic Credit Fund and Blackstone Floating Rate Enhanced Income Fund), as well as the Blackstone Real Estate Income Funds (Blackstone Real Estate Income Fund, Blackstone Real Estate Income Fund II and Blackstone Real Estate Income Master Fund), the Blackstone Alternative Alpha Funds (Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Fund II and Blackstone Alternative Alpha Master Fund) and Blackstone Alternative Multi-Strategy Fund.

(3) The "Fund Complex" consists of the Company, Blackstone Private Credit Fund, the Blackstone Credit Closed-End Funds (Blackstone Senior Floating Rate Term Fund, Blackstone Long Short Credit Income Fund, Blackstone Strategic Credit Fund and Blackstone Floating Rate Enhanced Income Fund), as well as the Blackstone Real Estate Income Funds (Blackstone Real Estate Income Fund and Blackstone Real Estate Income Fund II), the Blackstone Alternative Alpha Funds (Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Fund II and Blackstone Alternative Alpha Master Fund) and Blackstone Alternative Multi-Strategy Fund.

Sawhney joined the Board on October 18, 2021.

Fuller joined the Board on August 26, 2020.

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Effective January 1, 2021, we pay each independent trustee:

(i) $100,000 per year (prorated for any partial year), (ii) $2,500 for each regular meeting of the Board attended, (iii) $1,000 for each committee meeting attended (in addition to regular meeting fees to the extent committees meet on regular meeting dates) and (iv) $10,000 per year for the chairman of the Audit

We are also authorized to pay the reasonable out-of-pocket expenses of each independent trustee incurred by such trustee in connection with the fulfillment of his or her duties as an independent trustee.

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Interested Trustees

Bennett Goodman (2) $ — $ —

Brad Marshall (1)

Vikrant Sawhney (1)

Independent Trustees

Robert Bass (2)

$ 151,000 $ 297,250

Tracy Collins $ 141,000 $ 279,750

Robert Harteveldt (4) $ 101,383 $ 101,383

Thomas Joyce (5) $ 52,764 $ 52,764

Fuller (6) $ 46,867 $ 76,938

Clark (7) $ 18,617 $ 32,362

$ 141,000 $ 279,750

$ 137,500 $ 276,250

(1) These are interested trustees and, as such, do not receive compensation from the Company or the Fund Complex for their services as trustees.

Goodman resigned from the Board on December 31, 2020.

(2) Includes compensation as chairman of Audit Committee.

Harteveldt resigned from the Board on November 4, 2020.

Joyce resigned from the Board on June 24, 2020.

Fuller joined the Board on August 26, 2020.

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Brad Marshall Record/Beneficial 121,285 (1)

Vikrant Sawhney — — —

Independent Trustees

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Stephan Kuppenheimer Record/Beneficial 12,457 (1)

Katherine Rubenstein — — —

Carlos Whitaker — — —

Robert Busch (2)

Beth Chartoff Record/Beneficial 2,077 (1)

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Five-Percent Shareholder

Universities Superannuation Scheme Record/Beneficial 10,837,466 8.3%

QIA FIG Glass Holding Limited Record/Beneficial 13,723,035 8.1%

Universities Superannuation Scheme Ltd as trustee for Universities Superannuation Scheme and USS Investment Management Limited Record/Beneficial 12,002,967 7.1%

(1) Amounts round to less than 1%

(2) Robert Busch resigned from the Company, effective March 11, 2022 and will be replaced by David Goldberg on an interim basis.

Certain Relationships and Related Transactions, and Director Independence.

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” 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 years ended December 31, 2020, 2019 and 2018, base management fees were $32.9 million, $12.6 million and $0.3 million, respectively.

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 years ended December 31, 2021, 2020 and 2019, base management fees were $62.4 million, $32.9 million and $12.6 million, respectively, of which $4.2 million, $0.0 million and $0.0 million, respectively, were waived.

As of December 31, 2021 and December 31, 2020, $17.8 million and $10.3 million, respectively, was payable to the Adviser relating to management fees.

For the years ended December 31, 2020, 2019 and 2018, the Company accrued income based incentive fees of $42.0 million, $13.8 million and $0.0 million, respectively.

For the years ended December 31, 2021, 2020 and 2019, the Company accrued income based incentive fees of $67.3 million, $42.0 million and $13.8 million, respectively, of which $2.3 million, $0.0 million and $0.0 million, respectively, were waived.

As of December 31, 2021 and December 31, 2020, $19.8 million and $15.3 million, respectively was payable to the Adviser for income based incentive fees.

For the years ended December 31, 2020, 2019 and 2018, the Company incurred $2.3 million, $1.5 million and $0.4 million, respectively, under the Administration Agreement, which were recorded in administrative service fees in the

Company’s Consolidated Statement of Operations.

For the years ended December 31, 2021, 2020 and 2019, the Company accrued capital gains incentive fees of $16.3 million, $(3.1) million, and $4.2 million, respectively, none of which was payable on such dates under the Investment Advisory Agreement.

For the years ended December 31, 2021, 2020 and 2019, the Company incurred $2.4 million, $2.3 million and $1.5 million, respectively, under the Administration Agreement, which were recorded in administrative service fees in the Company’s Consolidated Statements of Operations.

As of December 31, 2021 and December 31, 2020, $1.1 million and $1.1 million, respectively, was unpaid and included in due to affiliate in the Consolidated Statement of Assets and Liabilities.

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The term of any pre-approval is 12 months from the date of the pre-approval or until the next annual Independent Auditor services engagement is pre-approved, whichever is later, unless the Audit Committee specifically provides for a different period.

Summary descriptions of the types of services the Audit Committee

believes are appropriate for annual approval are provided under the Policy.

Summary descriptions of the types of services the Audit Committee believes are appropriate for annual approval are provided under the Policy.

In addition, in connection with the annual pre-approval of services, the Audit Committee will supplementally review and approve a detailed presentation that sets forth the types of audit, audit-related, tax and other services proposed to be provided by the Independent Auditor, which shall include estimates of the fees for such services (the “ Services Proposal ”).

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Number Description of Exhibits

3.1 Third Amended and Restated Agreement and Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 19, 2019).

3.1 Fourth Amended and Restated Declaration of Trust, dated as of October 18, 2021 (incorporated by reference to Exhibit (a)(1) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).

3.2 Certificate of Amendment to Certificate of Trust, effective December 10, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 10, 2020).

3.2 Bylaws, dated July 31, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

3.3 Amended and Restated Bylaws, dated as of October 18, 2021 (incorporated by reference to Exhibit (b) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).

4.1 Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

4.2 Registration Rights Agreement between the Company and Universities Superannuation Scheme Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on March 18, 2019).

4.3 Registration Rights Agreement, dated as of June 18, 2020, by and among the Company and QIA FIG Holding LLC (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2020).

4.4 Registration Rights Agreement, dated as of July 15, 2020, by and among the Company, Citigroup Global Markets Inc.

and Goldman Sachs & Co.

LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

4.5 Registration Rights Agreement, dated as of October 23, 2020, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co.

LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 27, 2020).

4.6 Registration Rights Agreement, dated as of December 1, 2020, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co.

4.7 Description of Common Shares of Beneficial Interest (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 27, 2020) .

10.1 Investment Advisory Agreement between the Company and the Adviser, dated October 1, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

10.2 Administration Agreement between the Company and the Administrator, dated October 1, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

10.3 Custodian Agreement between the Company and State Street Bank and Trust Company, dated October 1, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 18, 2019).

10.4 Custody Agreement between the Adviser and UMB Bank, n.a., dated September 14, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

Number Description of Exhibits

10.5 Agency Agreement between the Company and DST Systems, Inc., dated September 10, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

10.6 Revolving Credit Agreement between the Company, Bank of America, N.A.

and the other lender parties thereto, dated November 6, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018).

10.6.1 First Amendment to Revolving Credit Agreement between the Company, Bank of America, N.A.

and the other lender parties thereto, dated September 16, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

10.7 Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated November 16, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2018).

10.7.1 First Amendment to Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated February 6, 2019 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on March 18, 2019).

10.7.2 Commitment Increase Request and Second Amendment to Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated September 20, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

10.7.3 Third Amendment to Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated July 28, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2020).

10.8 Expense Support and Conditional Reimbursement Agreement, dated December 12, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2018).

10.9 Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 18, 2018).

10.10 Revolving Credit Facility between BGSL Breckenridge Funding LLC , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated December 21, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018).

Number Description of Exhibits

10.10.1 First Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated June 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2019).

10.10.2 Second Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated August 2, 2019 (incorporated by reference to Exhibit 10.10.2 to the Company’s Quarterly Report on Form 10-K filed on February 28, 2020).

10.10.3 Third Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated September 27, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

10.10.4 Fourth Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated April 13, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2020).

10.11 Credit Agreement among BGSL Big Sky Funding LLC, the lender parties hereto, Bank of America, N.A., BOFA Securities, Inc., the Company and Wells Fargo Bank, National Association, dated December 10, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2019).

10.11.1 First Amendment to the Credit Agreement among BGSL Big Sky Funding LLC, the lender parties hereto, Bank of America, N.A., BOFA Securities, Inc., the Company and Wells Fargo Bank, National Association, dated December 30, 2020 *

10.12 Senior Secured Credit Agreement, dated as of June 15, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).

10.12.1 Amendment No.

1, dated as of June 29, 2020, to the Senior Secured Credit Agreement, dated as of June 15, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2020).

10.12.2 Incremental Assumption Agreement, dated as of November 3, 2020 , by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent .

4.2 Indenture, dated as of July 15, 2020, by and between the Company and U.S.

4 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 27, 2020).

10.13.3 Form of 3.650% Notes Due 2023 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

4.2.3 Third Supplemental Indenture, dated as of March 16, 2021, relating to the 2.750% Notes due 2026, by and between the Fund and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 18, 2021).

4.2.4 Fourth Supplemental Indenture, dated as of July 23, 2021, relating to the 2.125% Notes due 2027, by and between the Fund and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 27, 2021).

4.2.5 Fifth Supplemental Indenture, dated as of September 30, 2021, relating to the 2.850% Notes due 2028, by and between the Fund and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 1, 2021).

Number Description of Exhibits

4.2.6 Form of 3.650% Notes Due 2023 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

4.2.7 Form of 3.625% Notes due 2026 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 27, 2020).

14 Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on March 18, 2019).

4.2.8 Form of 2.750% Notes due 2026 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 18, 2021).

4.2.9 Form of 2.125% Notes due 2027 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 27, 2021).

4.2.10 Form of 2.850% Notes due 2028 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 1, 2021).

4.3 Registration Rights Agreement, dated as of April 27, 2021, by and among the Fund and Citigroup Global Markets Inc., Goldman Sachs & Co.

4.4 Registration Rights Agreement, dated as of July 23, 2021, by and among the Fund and Citigroup Global Markets Inc., Goldman Sachs & Co.

LLC and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on July 27, 2021).

4.5 Registration Rights Agreement, dated as of September 30, 2021, by and among the Fund and Citigroup Global Markets Inc., J.P.

Morgan Securities, LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 1, 2021).

4.6 Description of Common Shares of Beneficial Interest.*

10.1 Amended and Restated Investment Advisory Agreement between the Company and the Adviser, dated as of October 18, 2021 (incorporated by reference to Exhibit (g) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).

10.2 Waiver Letter Agreement between the Company and the Adviser, dated October 18, 2021 (incorporated by reference to Exhibit (k)(23) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).

10.3 Administration Agreement between the Company and the Administrator, dated October 1, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

10.4 Custodian Agreement between the Company and State Street Bank and Trust Company, dated October 1, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 18, 2019).

10.5 Custody Agreement between the Adviser and UMB Bank, n.a., dated September 14, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

10.6 Agency Agreement between the Company and DST Systems, Inc., dated September 10, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

10.7 Expense Support and Conditional Reimbursement Agreement, dated December 12, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2018).

Number Description of Exhibits

10.8 Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 18, 2018).

10.9 Amended and Restated Loan and Security Agreement among Jackson Hole Funding, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated December 16, 2021.*

10.10 Revolving Credit Facility among Breckenridge Funding , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated December 21, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018).

10.10.1 First Amendment to the Revolving Credit Agreement between Breckenridge Funding , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated June 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2019).

10.10.2 Second Amendment to the Revolving Credit Agreement between Breckenridge Funding , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated August 2, 2019 (incorporated by reference to Exhibit 10.10.2 to the Company’s Quarterly Report on Form 10-K filed on February 28, 2020).

10.10.3 Third Amendment to the Revolving Credit Agreement between Breckenridge Funding , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated September 27, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

10.10.4 Fourth Amendment to the Revolving Credit Agreement between Breckenridge Funding , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated April 13, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2020).

10.10.5 Fifth Amendment to the Revolving Credit Agreement among Breckenridge Funding, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated October 5, 2021.*

10.11 Amended and Restated Credit Agreement among Big Sky Funding, the lender parties thereto, Bank of America, N.A., and Wells Fargo Bank, National Association, dated September 30, 2021.*

10.12 Amendment and Restated Agreement, dated as of June 30 , 2021, to the Senior Secured Credit Agreement, dated as of June 15, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 12, 2021).

10.12.1 Incremental Assumption Agreement, dated as of November 3, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.12.2 to the Company’s Annual Report on Form 10-K filed on March 4, 2021).

10.12.2 Incremental Assumption Agreement, dated as of August 4, 2021, to the Senior Secured Credit Agreement, dated as of June 15, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed November 12, 2021).

14 Code of Ethics.*

21.1 Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2020)

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Number Description of Exhibits

31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

7 unchanged sentences

Blackstone Secured Lending Fund

March 3, 2021 By:

February 28, 2022 By:

/s/ Brad Marshall

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated on March 3, 2021.

/s/ Brad Marshall Chief Executive Officer and Trustee

10 unchanged sentences

/s/ Daniel H.

/s/ Vikrant Sawhney Trustee

Vikrant Sawhney

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures