STATE FRAUD STATEMENT

NEW YORK

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation.

POLICYHOLDER NOTICE

ECONOMIC AND TRADE SANCTIONS

This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the Office of Foreign Assets Control (OFAC).

THE OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”) OF THE US DEPARTMENT OF THE TREASURY ADMINISTERS AND ENFORCES ECONOMIC AND TRADE SANCTIONS BASED ON US FOREIGN POLICY AND NATIONAL SECURITY GOALS AGAINST TARGETED FOREIGN COUNTRIES AND REGIMES, TERRORISTS, INTERNATIONAL NARCOTICS TRAFFICKERS, THOSE ENGAGED IN ACTIVITIES RELATED TO THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, AND OTHER THREATS TO THE NATIONAL SECURITY, FOREIGN POLICY OR ECONOMY OF THE UNITED STATES.

WHENEVER COVERAGE PROVIDED BY THIS POLICY WOULD BE IN VIOLATION OF ANY U.S. ECONOMIC OR TRADE SANCTIONS, SUCH COVERAGE SHALL BE NULL AND VOID.

FOR MORE INFORMATION, PLEASE REFER TO:

HTTPS://WWW.TREASURY.GOV/RESOURCE-CENTER/SANCTIONS/PAGES/DEFAULT.ASPX

FINANCIAL INSTITUTION BOND

Standard Form No. 14, Revised to October, 1987

Bond No. P-001-000299071-01            

AXIS Insurance Company (admitted)

111 South Wacker Drive, Suite 3500, Chicago, IL 60606

(866) 259-5435

A Stock Insurer

(Herein called Underwriter)

DECLARATIONS

Item 3. The Aggregate Limit of Liability of the Underwriter during the Bond Period shall be

N/A

Item 4. Subject to Sections 4 and 11 hereof,

the Single Loss Limit of Liability is $1,250,000

and the Single Loss Deductible is “see below”

Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverages, those amounts shall be controlling. Any amount set forth below shall be part of and not in addition to amounts set forth above. (If an Insuring Agreement or Coverage is to be deleted, insert “Not Covered.”)

Amount applicable to:

Optional Insuring Agreements and Coverages:

If “Not Covered” is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom.

INCOME MASTER FUND NON-STACKING OF LIMITS RIDER

The Underwriter, in consideration of an agreed premium, and in reliance upon all statements made and information furnished to the Underwriter by the Insured in applying for this bond, and subject to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other terms hereof, agrees to indemnify the Insured for:

INSURING AGREEMENTS

GENERAL AGREEMENTS

CONDITIONS AND LIMITATIONS

In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Insurer has caused this policy to be issued by affixing hereto the facsimile signatures of its President and Secretary.

Andrew Weissert, Secretary				Carlton W. Maner, President

AMEND NAMED INSURED RIDER

It is agreed that Item 1. Name of Insured (herein called Insured) of the Declarations is amended to include the following:

Blackstone Real Estate Income Fund II

Blackstone Real Estate Income Master Fund

All other provisions of the bond remain unchanged.

AUDIT EXPENSE INSURING AGREEMENT RIDER

Information in the above schedule may also appear on the Declarations.

It is agreed that:

AUDIT EXPENSE

Reasonable expenses incurred by the Insured for that part of the cost of audits or examinations required by any governmental regulatory authority to be conducted either by such authority or by an independent accountant by reason of the discovery of loss under Insuring Agreement (A) FIDELITY.

All other provisions of the bond remain unchanged.

AMEND RACKETEERING EXCLUSION RIDER

It is agreed that Exclusion 2(j) of the EXCLUSIONS section is replaced with the following:

damages resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated to have engaged in racketeering activity except when the Insured establishes that the act or acts giving rise to such damages were committed by an Employee under circumstances which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this Exclusion, “racketeering activity” is defined in 18 United States Code 1961 et seq., as amended;

All other provisions of the bond remain unchanged.

AMEND FIDELITY INSURING AGREEMENT TO INCLUDE LARCENY AND EMBEZZLEMENT RIDER

It is agreed that:

Loss resulting directly from dishonest or fraudulent acts, including Larceny or Embezzlement, committed by an Employee acting alone or in collusion with others. Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent:

(1) to cause the Insured to sustain such loss; and

(2) to obtain an improper financial benefit for the Employee or another person or entity.

Notwithstanding the foregoing, however, it is agreed that with regard to Loans and/or Trading, this bond covers only loss resulting directly from dishonest or fraudulent acts committed by an Employee with the intent to cause the Insured to sustain such loss and which results in a financial benefit for the Employee.

As used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment, including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.

The term Loans, as used in this Insuring Agreement, means all extensions of credit by the Insured and all transactions creating a creditor relationship in favor of the Insured and all transactions by which the Insured assumes an existing creditor relationship.

The term Trading, as used in this Insuring Agreement, means trading or other dealing in securities, commodities, futures, options, swaps, foreign or Federal Funds, currencies, foreign exchange and the like.

All other provisions of the bond remain unchanged.

AMEND VALUATION RIDER

It is agreed that the paragraph in the VALUATION condition addressing loss of Money, or loss payable in Money, is replaced with the following:

Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of the country in which the loss was sustained or in the United States of America dollar equivalent thereof determined at the rate of exchange published in The Wall Street Journal on the day immediately preceding the date the loss was discovered.

All other provisions of the bond remain unchanged.

AMEND COUNTERFEIT CURRENCY OR MONEY INSURING AGREEMENT RIDER

It is agreed that Insuring Agreement (F) COUNTERFEIT CURRENCY or COUNTERFEIT MONEY, as applicable, is replaced with the following:

Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of America, Canada, or any other country.

All other provisions of the bond remain unchanged.

GOVERNMENTAL OR REGULATORY AUTHORITY NOTIFICATION RIDER

It is agreed that:

All other provisions of the bond remain unchanged.

UNAUTHORIZED SIGNATURES INSURING AGREEMENT RIDER

Information in the above schedule may also appear on the Declarations.

It is agreed that:

UNAUTHORIZED SIGNATURES

Loss resulting directly from the Insured having in good faith and in the ordinary course of business accepted from, paid to, or cashed for a person present on the premises of the Insured, any check, withdrawal order, or draft, made or drawn on a customer’s account, which bears the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured as a signatory on such account.

It shall be a condition precedent to the Insured’s right of recovery under this Insuring Agreement that the Insured shall have on file signatures of all persons who are authorized signatories on such account; and the Insured must maintain written instructions outlining the acceptance.

All other provisions of the bond remain unchanged.

AMEND KNOWLEDGE OF INSURED RIDER

It is agreed that:

Only the first named Insured can submit a claim under this bond, and shall act for all Insureds. Payment by the Underwriter to the first named Insured of loss sustained by any Insured shall fully release the Underwriter on account of such loss. If the first named Insured ceases to be covered under this bond, the Insured next named shall thereafter be considered as the first named Insured. Knowledge possessed or discovery made by Risk Management Department, Human Resources, General Counsel, Internal Audit Department or the functional equivalent of any Insured shall constitute knowledge or discovery by all Insureds for the purposes of this Bond. The liability of the Underwriter for loss or losses sustained by all Insureds shall not exceed the amount for which the Underwriter would have been liable had all such loss or losses been sustained by one Insured.

This bond applies to loss discovered by the Insured during the Bond Period. Discovery occurs when Risk Management Department, Human Resources, General Counsel, Internal Audit Department or the functional equivalent of any Insured first becomes aware of facts which would cause a reasonable person to assume that a loss of a type covered by this bond has been or will be incurred, regardless of when the act or acts causing or contributing to such loss occurred, even though the exact amount or details of loss may not then be known.

Discovery also occurs when Risk Management Department, Human Resources, General Counsel, Internal Audit Department or the functional equivalent of any Insured receives notice of an actual or potential claim in which it is alleged that the Insured is liable to a third party under circumstances which, if true, would constitute a loss under this bond.

All other provisions of the bond remain unchanged.

PROTECTED INFORMATION EXCLUSION RIDER

It is agreed that this bond shall not apply to any loss resulting directly or indirectly from the: (i) theft, disappearance, or destruction of; (ii) unauthorized use or disclosure of; (iii) unauthorized access to; or (iv) failure to protect any:

information that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard; provided that this shall not apply to the extent that any unauthorized use or disclosure of a password enables a theft by an Employee of the Insured of tangible Property of the Insured or tangible Property that the Insured is holding for a third party.

Theft of tangible Property does not include the use of confidential or non-public information or personal or personally identifiable information to enable the theft of or disclosure of information.

All other provisions of the bond remain unchanged.

NOTICE OF LOSS BY E-MAIL RIDER

It is agreed that the CONDITIONS AND LIMITATIONS, Section 5. NOTICE/PROOF – LEGAL PROCEEDINGS AGAINST UNDERWRITER, paragraph (a), is amended by the addition of the following:

The Insured may provide the Underwriter with such notice of loss by e-mail to the e-mail address set forth below. The date of the Underwriter’s receipt of such e-mailed notice shall constitute the date of notice.

Alternatively, the Insured may provide notice of loss to the Underwriter by mailing or faxing such notice to the address or fax number set forth below.

All notices must reference the Bond No. of this bond.

AXIS Insurance

Claims Department

P.O. Box 4470

Alpharetta, GA 30023-4470

Email: USFNOL@axiscapital.com

Phone (Toll-Free): (866) 259-5435

Phone: (678) 746- 9000

Fax: (866) 770-5629

All other provisions of the bond remain unchanged.

STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT RIDER

Information in the above schedule may also appear on the Declarations.

It is agreed that:

STOP PAYMENT ORDER LIABILITY

Loss resulting directly from the Insured’s legal liability for:

All other provisions of the bond remain unchanged.

UNCOLLECTIBLE ITEMS OF DEPOSIT INSURING AGREEMENT RIDER

Information in the above schedule may also appear on the Declarations.

It is agreed that:

UNCOLLECTIBLE ITEMS OF DEPOSIT

Loss resulting directly from the Insured having, in good faith, credited its customer’s, shareholder’s or subscriber’s account of any item of deposit which proves to be uncollectible, provided that:

Items of Deposit shall not be deemed uncollectible until the Insured’s collection procedures have failed.

For the purposes of this Insuring Agreement, Item of Deposit means any one or more checks or drafts drawn upon a financial institution in the United States of America.

All other provisions of the bond remain unchanged.

AUTOMATIC INCREASE IN LIMITS FOR INVESTMENT COMPANIES RIDER

It is agreed that the CONDITIONS AND LIMITATIONS, the LIMIT OF LIABILITY section, is amended by the addition of the following new subsection:

Automatic Increase in Limits for Investment Companies

If an increase in bonding limits is required pursuant to Rule 17g-1 of the Investment Company Act of 1940 (“Rule 17g-1”), as amended, due to an increase in asset size of current investment companies covered under this bond, then the minimum increase in limits required to comply with Rule 17g-1 shall take place automatically without payment of additional premium for the remainder of the Bond Period; provided, however, that in no event shall the maximum Single Loss Limit of Liability for each Single Loss under this bond exceed $1,500,000.

All other provisions of the bond remain unchanged.

CENTRAL HANDLING OF SECURITIES RIDER

It is agreed that:

All other provisions of the bond remain unchanged.

NEW YORK STATUTORY RIDER

It is agreed that:

Provided, however, this paragraph does not apply as to an Employee of an Insured that is located in New York or any partner, officer or employee of any Processor that is located in New York, if: (a) the dishonest act was committed by such person prior to becoming employed by the Insured or such Processor, (b) the dishonest act resulted in a conviction; and (c) the Insured or such Processor made a determination to hire or retain such person utilizing the factors set out in Correction Law Article 23-A.

All other provisions of the bond remain unchanged.

ERISA RIDER

It is agreed that:

All other provisions of the bond remain unchanged.

NEW YORK STATUTORY RIDER

It is agreed that:

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND, BLACKSTONE REAL ESTATE INCOME FUND II, BLACKSTONE

REAL ESTATE INCOME MASTER FUND COMPUTER SYSTEMS FRAUD INSURING AGREEMENT RIDER

Information in the above schedule may also appear on the Declarations.

It is agreed that:

COMPUTER SYSTEMS FRAUD

Loss resulting directly from a fraudulent:

(1) entry of Electronic Data or Computer Program into; or

(2) change of Electronic Data or Computer Program within;

any Computer System operated by the Insured, whether owned or leased; or any Computer System identified in the application for this bond; or a Computer System first used by the Insured during the Bond Period, as provided by General Agreement B of this bond;

provided that the entry or changecauses:

(a) Property to be transferred, paid, or delivered;

(b) an account of the Insured, or of its customer, to be added, deleted, debited, or credited; or

(c) an unauthorized account or a fictitious account to be debited or credited;

without the knowledge or consent of the Insured.

In this Insuring Agreement, fraudulent entry or change shall include such entry or change made by an Employee of the Insured acting in good faith on an instruction from a software contractor who has a written agreement with the Insured to design, implement, or service programs for a Computer System covered by this Insuring Agreement.

Computer Program means a set of related electronic instructions which direct the operations and functions of a computer or devices connected to it which enable the computer or devices to receive, process, store, or send Electronic Data.

Computer System means:

by which Electronic Data are electronically collected, transmitted, processed, stored, and retrieved.

Electronic Data means facts or information converted to a form usable in a Computer System by Computer Programs, and which is stored on magnetic tapes or disks, or optical storage disks, or other bulk media.

loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, including but not limited to Social Engineering Fraud, regardless of any deductible amount or limit of liability;

loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by this rider, and such liability would have been be imposed on the Insured regardless of the existence of such contract;

loss resulting directly or indirectly from negotiable instruments, securities, documents, or other written instruments which bear a forged signature, or are counterfeit, altered, or otherwise fraudulent and which are used as source documentation in the preparation of Electronic Data or manually keyed into a data terminal;

loss resulting directly or indirectly from:

loss resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either on the premises of a customer of the Insured or under the control of such a customer by a person who had authorized access to the customer’s authentication mechanism;

loss resulting directly or indirectly from the: (1) theft, disappearance, or destruction of; (2) unauthorized use or disclosure of; (3) unauthorized access to; or (4) failure to protect any:

(a)         confidential or non-public information; or

(b)         personal or personally identifiable information;

that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard, except that this shall not apply to the extent that any unauthorized use or disclosure of such information subsequently results in a direct loss otherwise covered under the Computer Systems Fraud Insuring Agreement.

“loss involving any Uncertificated Security except an Uncertificated Security of any Federal Reserve Bank of the United States or when covered under Insuring Agreement (A);”

Solely with respect to theComputer Systems Fraud Insuring Agreement, all loss or series of losses involving the fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically identified, shall be treated as a Single Loss and subject to the Single Loss Limit of Liability. A series of losses involving unidentified individuals but arising from the same method of operation shall be deemed to involve the same individuals and in that event shall be treated as a Single Loss and subject to the Single Loss Limit of Liability.

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND, BLACKSTONE REAL ESTATE INCOME FUND II, BLACKSTONE REAL ESTATE INCOME MASTER FUND MANUSCRIPT SOCIAL ENGINEERING FRAUD INSURING AGREEMENT RIDER

Information in the above schedule may also appear on the Declarations.

It is agreed that:

SOCIAL ENGINEERING FRAUD

Loss resulting directly from an Employee having, in good faith, transferred, paid, or delivered Money or Securities from the Insured’s account to a person or account outside of the Insured’s control, in reliance upon a Social Engineering Fraud Instruction directing such transfer, payment, or delivery of Money or Securities.

Authorized Transfer Agent means:

Securities means Certificated Securities or Uncertificated Securities.

Social Engineering Fraud Instruction means a telephonic, written, or electronic instruction communicated to an Employee by a natural person purporting to be an Authorized Transfer Agent, or by an individual acting in collusion with such person, for the purpose of intentionally misleading an Employee to transfer, pay, or deliver the Insured’s Money or Securities, but which instruction was not actually made by an Authorized Transfer Agent; provided, however, that Social Engineering Fraud Instruction shall not include any such instruction communicated by an employee of a Vendor who was acting in collusion with any third-party in communicating such instruction.

Vendor means any entity or natural person that provides goods or support services to the Insured pursuant to a written agreement between the Vendor and the Insured. Vendor does not include any customer, automated clearing house, custodian, financial institution, administrator, counter-party, or any similar entity.

loss resulting directly or indirectly from an Employee relying upon and/or acting upon a Social Engineering Fraud Instruction, except when covered under the Social Engineering Fraud Insuring Agreement.

Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability

The Underwriter’s total liability for all losses covered under the Social Engineering Fraud Insuring Agreement and discovered during the Bond Period shown in Item 2 of the Declarations shall not exceed the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE. The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of the Social Engineering Fraud Insuring Agreement.

Upon exhaustion of the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability by such payments:

(a) the Underwriter shall have no further liability for loss or losses under the Social Engineering Fraud Insuring Agreement regardless of when discovered and whether or not previously reported to the Underwriter, and

(b) solely with respect to the Social Engineering Fraud Insuring Agreement, the Underwriter shall have no obligation under General Agreement F to continue the defense of the Insured, and upon notice by the Underwriter to the Insured that the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability has been exhausted, the Insured shall assume all responsibility for its defense at its own cost.

The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability is part of, and not in addition to, the Aggregate Limit of Liability shown in Item 3 of the Declarations.

The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall not be increased or reinstated by any recovery made and applied in accordance with subsections (a), (b) and (c) of Section 7.

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND, BLACKSTONE REAL ESTATE INCOME FUND II, BLACKSTONE REAL ESTATE INCOME MASTER FUND AMEND DEFINITION OF EMPLOYEE RIDER

It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled DEFINITIONS, the definition of Employee is amended by the addition of the following:

Employee also includes:

for an investment company named as an Insured while performing acts coming within the scope of the usual duties of an officer or employee of any investment company named as an Insured herein, or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to the Property of any such investment company; provided that this shall only apply to an officer, partner, or employee of a transfer agent, shareholder accounting record-keeper, or administrator which is an affiliated person as defined in the Investment Company Act of 1940 of:

and which is not a bank.

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND, BLACKSTONE REAL ESTATE INCOME FUND II, BLACKSTONE REAL ESTATE INCOME MASTER FUND AMEND TERMINATION OR CANCELLATION SECTION RIDER

It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled TERMINATION OR CANCELLATION, the first paragraph is replaced with the following:

Section 12. This bond terminates as an entirety upon occurrence of any of the following:-(a) 60 days after the receipt by the Insured and the U.S. Securities and Exchange Commission (“SEC”) of a written notice from the Underwriter of its desire to cancel this bond, or (b) immediately upon the receipt by the Underwriter of a written notice from the Insured of its desire to cancel this bond, provided that the Insured shall furnish written notice to the SEC 60 days prior to the effective date of such termination, or (c) immediately upon the taking over of the Insured by a receiver or other liquidator or by State or Federal officials, or (d) immediately upon the taking over of the Insured by another institution, or (e) immediately upon exhaustion of the Aggregate Limit of Liability as shown in Item 3 of the Declarations; or (f) immediately upon expiration of the Bond Period as set forth in Item 2 of the Declarations.

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND, BLACKSTONE REAL ESTATE INCOME FUND II, BLACKSTONE REAL ESTATE INCOME MASTER FUND AMEND CHANGE OF CONTROL – NOTICE SECTION RIDER

It is agreed that the Section entitled general agreements, the Section CHANGE OF CONTROL – NOTICE, the first two paragraphs are replaced with the following:

C. When the Insured learns of a change in control, it shall give written notice to the Underwriter as soon as practicable, but in no event later than 30 days, after such change in control has occurred. Such notice shall contain the names of the transferors and the transferees (or the names of the beneficial owners if the voting securities are registered in another name), the total number of voting securities owned by the transferors and the transferees (or the beneficial owners), both immediately before and after the transfer, and the total number of outstanding voting securities.

As used in this General Agreement, control shall have the meaning set forth in Section 2(a)(9) of the Investment Company Act of 1940, and means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. A change in ownership of voting securities of a company which results in direct or indirect ownership by a securities holder or an affiliated group of securities holders of more than twenty-five percent (25%) of such voting securities shall be presumed to result in a change in control for the purpose of giving the required notice.

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND, BLACKSTONE REAL ESTATE INCOME FUND II, BLACKSTONE REAL ESTATE INCOME MASTER FUND NON-STACKING OF LIMITS RIDER

It is agreed that with respect to any loss under this bond for which coverage is also provided under AXIS Insurance Company Financial Institution Bond Standard Form 14 Bond Number P-001-000207742-01, or any renewal thereof issued to The Blackstone Group Inc. (hereinafter “Other Blackstone Bond”), or if coverage would be provided but for the exhaustion of the limit of liability or the applicability of the deductible of the Other Blackstone Bond, the Limit of Liability provided by virtue of this bond shall be reduced by the limit of liability provided under the Other Blackstone Bond.

Notwithstanding the above, in the event the Other Blackstone Bond has a provision like this one, then the above paragraph will not apply, but instead:

Nothing contained in this rider shall be construed to increase the Limits of Liability shown in in Items 3 and 4 of the Declarations, which shall in all events be the maximum liability of the Underwriter under this bond.

All other provisions of the bond remain unchanged.

BLACKSTONE REAL ESTATE INCOME FUND (“BREIF”)

BLACKSTONE REAL ESTATE INCOME FUND II (“BREIF II”)

BLACKSTONE REAL ESTATE INCOME MASTER FUND

(together with BREIF and BREIF II, each a “Fund,” and collectively, the “Funds”)

SECRETARY’S CERTIFICATE

The undersigned, being the duly elected Secretary of the Funds, hereby certifies that the following resolutions, in substantially the form below, were adopted by the of the Board of Trustees (the “Board”) of the Funds and separately by a majority of the Board members who are not “interested persons,” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) of the Funds, by written consent on December 24, 2020, and that such resolutions remain in full force and effect as of the date hereof:

Approval of Fidelity Bond Coverage, Trustees and Officers/Errors and Omissions (“T&O/E&O”) Policies and T&O Tail Insurance Policy through AON Financial Services Group:

RESOLVED, that the officers of the Funds be, and each hereby are, authorized and directed to take and/or ratify all necessary actions for the Funds to purchase Fidelity Bond coverage (the “Fidelity Bond”), a T&O/E&O liability insurance policy and a T&O Tail Insurance Policy to which the Funds and Trustees and officers of the Funds may also be parties; and be it

FURTHER RESOLVED, that it is the finding of the Board that the Fidelity Bond covering, among others, officers and employees of the Funds in accordance with the requirements of Rule 17g-1 under the 1940 Act, is reasonable in form and amount, after having given due consideration to, among other things, the value of the aggregate assets of the Funds to which any person covered under the Fidelity Bond may have access, the type and terms of the arrangements made for the custody and safekeeping of the Funds’ assets and the nature of the securities in the Funds’ portfolio; and be it

FURTHER RESOLVED, that the portion of the total premium for the Fidelity Bond to be allocated to each Fund based on its net assets be, and hereby is, approved by a vote of the Board of each Fund (all Trustees voting) and separately by a vote of the Independent Trustees, after having given due consideration to, among other things, the number of the other parties named as insureds, the nature of the business activities of such other parties, the amount of the Fidelity Bond, the amount of the premiums for the Fidelity Bond, and the ratable allocation of the premiums among all parties named as insureds; and be it

FURTHER RESOLVED, that the Fidelity Bond, substantially based on the materials presented at the Meeting or, if the gross assets of the Funds change between the time of the Meeting and the time of purchase of the Fidelity Bond such that a different minimum amount of the Fidelity Bond is required, as otherwise required by Rule 17g-1 under the 1940 Act, be, and hereby is, approved by a vote of the Board (all Trustees voting) and separately by the Independent Trustees; and be it

FURTHER RESOLVED, that the officers of the Funds be, and each of them hereby is, authorized and directed to enter into an agreement as required by paragraph (f) of Rule 17g-1 under the 1940 Act with the other named insureds under the Fidelity Bond providing that in the event any recovery is received under the Fidelity Bond as a result of a loss sustained by each Fund and also by one or more of the other named insureds, each Fund shall receive an equitable and proportionate share of the recovery; and be it

FURTHER RESOLVED, that the officers of the Funds be, and each of them hereby is, authorized and directed to prepare, execute and file such amendments and supplements to the aforesaid agreement, and to take such other action as may be necessary or appropriate in order to conform to the provisions of the 1940 Act and the rules and regulations thereunder; and be it

FURTHER RESOLVED, that the Secretary of the Funds shall file the Fidelity Bond with the U.S. Securities and Exchange Commission (“SEC”) and give the notices required under paragraph (g) of Rule 17g-1 under the 1940 Act; and be it

FURTHER RESOLVED, that each Fund’s purchase of the T&O/E&O policy to which the Trustees, officers and employees of each Fund are parties, and which provides coverage to those parties against liabilities and expenses (with certain exceptions) arising out of claims, actions or proceedings asserted or threatened against them in their respective capacities for each Fund, is determined to be in the best interest of each Fund; and be it

FURTHER RESOLVED, that each Fund’s purchase of the Independent Trustee Liability Insurance Policy to which the Independent Trustees of each Fund are parties, and which provides coverage to the Independent Trustees against liabilities and expenses (with certain exceptions) arising out of claims, actions or proceedings asserted or threatened against them in their respective capacities for each Fund, is determined to be in the best interest of each Fund; and be it

FURTHER RESOLVED, that each Fund’s purchase of the T&O tail insurance policy (the “T&O Tail Insurance Policy”) to be in place after each Fund’s dissolution with similar terms and conditions as the Independent Trustee Liability Insurance Policy is determined to be in the best interest of each Fund; and be it

FURTHER RESOLVED, that pursuant to Rule 17d-1(d)(7) under the 1940 Act, the Board (all Trustees voting) finds and approves, and, separately, all of the Independent Trustees find and approve, that each Fund’s participation in the T&O/E&O policy, including the Independent Trustee Liability Insurance Policy and the T&O Tail Insurance Policy, substantially based on the materials presented at the Meeting, is in the best interest of each Fund, and that the portion of the total premium for the T&O/E&O policy to be allocated to each Fund based on its net assets is fair and reasonable when compared to the premiums that would have been paid if the insurance coverage of the policy had been purchased separately by the insured parties; and be it

FURTHER RESOLVED, that the Trustees and the officers of each Fund, or any of them, are authorized to make any and all payments and reserve any amounts (including after liquidation) for future payments and to do any and all other acts, in the name of each Fund and on its behalf, as they, or any of them, may determine to be necessary or desirable and proper in connection with or in furtherance of the foregoing resolutions.

Enabling Resolutions

RESOLVED, that the officers of the Funds are, and each of them hereby is, authorized to execute and deliver on behalf of the Funds, such additional documents, instruments and agreements and to take such further action as to any of them appears necessary or desirable to carry out the transactions contemplated by the foregoing resolutions and to carry into effect the intent and purposes of the foregoing resolutions, including the performance by the Funds of their obligations under any agreement or document referred to herein or therein; and the execution by any such officers of the Funds of any such agreement, undertaking, document, instrument or certificate or

the payment of any fees and expenses or the engagement of such persons or the doing by any of them of any act in connection with the foregoing matters shall conclusively establish and evidence (i) their making any determination required by the foregoing resolutions as to the necessity or advisability of any particular agreement or action, (ii) their authority therefor and (iii) the approval and ratification by the Board of the agreements, undertakings, documents, instruments or certificates so executed, the expenses so paid and the actions so taken; and further

RESOLVED, that the officers of the Funds are, and each of them hereby is, authorized and empowered, in the name and on behalf of the Funds, to make or cause to be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications, with or without the corporate seal of the Funds affixed thereto and attested by the Secretary of the Funds or unattested, and to do or cause to be done all such acts and things, and to take all such steps, and to make all such payments and remittances, as any one or more of such officers of the Funds may at any time or times deem necessary or desirable in connection with or in furtherance of the full intent and purposes of the foregoing resolutions; and further

RESOLVED, that any and all actions taken and expenses incurred heretofore or hereafter taken by any Trustee or officer of the Funds in furtherance of any matter authorized by any of the foregoing resolutions be, and they hereby are, ratified and confirmed as the act and deed of the Funds with the same force and effect as if each such act had been specifically authorized in advance by resolution of the Board and that such Trustee or officer did execute the same.

Dated: March 22, 2021

JOINT INSURED BOND AGREEMENT

This JOINT INSURED BOND AGREEMENT (the “Agreement”), dated as of January 19, 2021 and effective as of January 23, 2021, is by and among Blackstone Real Estate Income Fund (“BREIF”), Blackstone Real Estate Income Fund II (“BREIF II”) and Blackstone Real Estate Income Master Fund (the “Master Fund” and together with BREIF and BREIF II, the “Funds” or the “Joint Insureds”).

WHEREAS, each Fund is a management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees of each Fund (together, the “Boards”), including a majority of the Trustees of each Board who are not “interested persons” of such investment company as defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), has authorized and approved, pursuant to Rule 17g-1 under the 1940 Act, a joint insured bond (the “Bond”); and

WHEREAS, the Joint Insureds, pursuant to Rule 17g-1(f), desire to enter into an agreement dealing with their respective rights under the Bond in the event of a loss thereunder.

NOW, THEREFORE, the Funds, in consideration of the mutual covenants contained herein, hereby agree as follows:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on their behalf as of the day and year first written above.