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SEC Comment Letter for Blackstone Private Equity Strategies Fund (TE) L.P. (CIK 0001953940) — Sep 16, 2025

Blackstone Private Equity Strategies Fund (TE) L.P. (CIK 0001953940)
Date: Sept. 16, 2025 · CIK: 0001953940 · Accession: 0000000000-25-010063

AI Filing Summary & Sentiment

File numbers found in text: 000-56742

Date
September 16, 2025
Author
Office of Finance
Form
UPLOAD
Company
Blackstone Private Equity Strategies Fund (TE) L.P. (CIK 0001953940)

Letter

September 16, 2025 Christopher Striano Chief Financial Officer Blackstone Private Equity Strategies Fund (TE) L.P. 345 Park Avenue, 40th Floor New York, NY 10154 Re:Blackstone Private Equity Strategies Fund (TE) L.P. Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G Filed August 22, 2025 File No. 000-56742 Dear Christopher Striano: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G Unit Redemption Plan, page 20 1.We note your disclosure to prior comment 13. We also note that you indicate that BXPE may redeem up to 3% of the limited partnership units outstanding (either by number of units or the NAV). Please clarify whether the determination to limit repurchases to either measurement is at the option of the General Partner, to the extent that the total number of units that may be repurchased are materially different based on the two potential measurements. Additionally, we note your reference on page 3 to the unit redemption plan which BXPE U.S. intends to implement, as well as your references on pages F-12 and F-30 to the repurchase program BXPE U.S. has implemented. Please revise your disclosure to clarify whether the redemption and repurchase plans are separate liquidity programs, or advise.

September 16, 2025 Page 2 2.Please clarify whether there is a scenario where a unitholder in the Feeder will not receive the cash value of their redeemed or repurchased BXPE U.S. units in a distribution from the Feeder. Risk Factors, page 35 3.Please include a risk factor: (1) stating that the Feeder (and any other applicable entity in the BXPE Fund Program) intends to rely on Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), and that you intend to operate the BXPE Fund Program such that neither the program itself nor any participating pooled investment vehicles will be required to register as investment companies under the 1940 Act; and (2) describing the consequences to investors if the Feeder, BXPE U.S. and/or other participating vehicles were required to so register. Regulation with Respect to Private Funds and Investment Advisers, page 108 4.On pages 108-109, in the risk factor titled “Regulation with Respect to Private Funds and Investment Advisers,” we note that your filing discloses several Commission rule proposals and some potential effects of those proposals, if adopted. Please note the Commission’s adoption on June 12, 2025 of a release withdrawing several proposed rules. See Withdrawal of Proposed Regulatory Actions, Release No. 33-11377 (June 12, 2025). This release formally withdrew certain notices of proposed rulemaking issued between March 2022 and November 2023. Please consider updating the risk factor disclosure to account for this 2025 Commission action. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you have questions regarding comments on the financial statements and related matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-3419 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc:Ben Wells, Esq.

Show Raw Text
September 16, 2025
Christopher Striano
Chief Financial Officer
Blackstone Private Equity Strategies Fund (TE) L.P.
345 Park Avenue, 40th Floor
New York, NY 10154
Re:Blackstone Private Equity Strategies Fund (TE) L.P.
Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G
Filed August 22, 2025
File No. 000-56742
Dear Christopher Striano:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G
Unit Redemption Plan, page 20
1.We note your disclosure to prior comment 13. We also note that you indicate that
BXPE may redeem up to 3% of the limited partnership units outstanding (either by
number of units or the NAV). Please clarify whether the determination to limit
repurchases to either measurement is at the option of the General Partner, to the extent
that the total number of units that may be repurchased are materially different based
on the two potential measurements. Additionally, we note your reference on page 3 to
the unit redemption plan which BXPE U.S. intends to implement, as well as your
references on pages F-12 and F-30 to the repurchase program BXPE U.S. has
implemented. Please revise your disclosure to clarify whether the redemption and
repurchase plans are separate liquidity programs, or advise.

September 16, 2025
Page 2
2.Please clarify whether there is a scenario where a unitholder in the Feeder will not
receive the cash value of their redeemed or repurchased BXPE U.S. units in a
distribution from the Feeder.
Risk Factors, page 35
3.Please include a risk factor: (1) stating that the Feeder (and any other applicable entity
in the BXPE Fund Program) intends to rely on Section 3(c)(7) of the Investment
Company Act of 1940, as amended (the “1940 Act”), and that you intend to operate
the BXPE Fund Program such that neither the program itself nor any participating
pooled investment vehicles will be required to register as investment companies under
the 1940 Act; and (2) describing the consequences to investors if the Feeder, BXPE
U.S. and/or other participating vehicles were required to so register.
Regulation with Respect to Private Funds and Investment Advisers, page 108
4.On pages 108-109, in the risk factor titled “Regulation with Respect to Private Funds
and Investment Advisers,” we note that your filing discloses several Commission rule
proposals and some potential effects of those proposals, if adopted. Please note the
Commission’s adoption on June 12, 2025 of a release withdrawing several proposed
rules. See Withdrawal of Proposed Regulatory Actions, Release No. 33-11377 (June
12, 2025). This release formally withdrew certain notices of proposed rulemaking
issued between March 2022 and November 2023. Please consider updating the risk
factor disclosure to account for this 2025 Commission action.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-3419 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ben Wells, Esq.