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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 Direct Dial Number

 (212) 455-2516

 E-mail Address

BWells@stblaw.com

 August 21, 2025

 Via
EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Blackstone Private Equity Strategies Fund (TE) L.P.

Registration Statement on Form 10-12G

Filed April 29, 2025

 File No. 000-56742

 Ladies and Gentleman:

On behalf of Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder”), we are concurrently filing with the Securities
and Exchange Commission (the “Commission”) a post-effective amendment (“Post-Effective Amendment No. 1”) to the above-referenced registration statement on Form 10 (the “Registration Statement”) originally
filed with the Commission on April 29, 2025. The Feeder has revised the Registration Statement in response to the letter from the staff (the “Staff”) of the Commission’s Division of Corporate Finance, dated May 28, 2025
(the “Comment Letter”), related to the Registration Statement and to reflect certain other changes.

 In addition, we are
providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Post-Effective Amendment
No. 1. Unless otherwise defined below, capitalized terms used below shall have the meanings given to them in Post-Effective Amendment No. 1. The responses and information described below are based upon information provided to us by the
Feeder.

Securities and Exchange Commission

August 21, 2025

 Registration Statement on Form 10-12G

General

1.
 Please provide a legal analysis of whether the BXPE Fund Program as a whole (which envisages participation
by the Feeder, BXPE U.S., BXPE Lux, and other investors) meets the definition of an “investment company” under Section 3(a) of the Investment Company Act of 1940 (the “1940 Act”). Your analysis should address, among
other things, whether BXPE U.S. and/or the BXPE Fund Program are co-issuers with the Feeder.

Response: As further discussed below, the Feeder does not believe that BXPE U.S. and/or the BXPE Fund Program should be viewed as a
single issuer or co-issuers with the Feeder for purposes of the analysis under Section 3(a) of the 1940 Act because each investment vehicle within the BXPE Fund Program is a distinct and separate legal
entity, with its own terms, assets, liabilities, investors and, in some cases, investment portfolio.

 As shown in the chart below, the BXPE
Fund Program consists of the Feeder, Blackstone Private Equity Strategies Fund L.P. (“BXPE U.S.”), BXPE Aggregator (CYM) L.P. (the “Aggregator”), any parallel investment vehicles established by, or at the direction of, the
Sponsor to invest alongside BXPE U.S. in the Aggregator (the “Parallel Funds”) and Blackstone Private Equity Strategies Fund SICAV (“BXPE Lux”), an investment vehicle sponsored by Blackstone with substantially similar
investment objectives and strategies and highly overlapping investment portfolio relative to the Aggregator. As described in the Registration Statement, the Feeder was formed for investors with particular tax characteristics, such as tax-exempt investors and certain non-U.S. investors, and invests all or substantially all of its assets indirectly in BXPE U.S. BXPE U.S. and any Parallel Funds,
in turn, invest all or substantially all of their assets in the Aggregator, which makes investments in privately negotiated, equity-oriented investments consistent with the investment objectives and strategies set forth in the Registration
Statement. BXPE Lux is managed as a similar but distinct investment program from the Aggregator, and its investment portfolio diverges to some extent from the portfolio of the Aggregator.

 2

Securities and Exchange Commission

August 21, 2025

 The Feeder and BXPE U.S. are Delaware limited partnerships that are offered primarily to U.S. investors.
The Aggregator is a Cayman exempted limited partnership that serves as an investment holding entity and offers its interests exclusively to BXPE U.S. and any Parallel Funds. Any Parallel Funds or BXPE Lux are, or are expected to be, formed in non-U.S. jurisdictions and offered exclusively to non-U.S. investors. Each of these vehicles has its own operating agreements and offering documents with distinct terms, fees
and tax consequences. In addition, each of these vehicles is subject to different regulatory regimes based on its domicile and offering activity.

 3

Securities and Exchange Commission

August 21, 2025

 Each investment vehicle included in the BXPE Fund Program either (a) would be an
“investment company” under Section 3(a)(1) of the 1940 Act but for the exception to that definition in Section 3(c)(7) of the 1940 Act, or (b) is an “investment company” under Section 3(a)(1) that is
exempt from registration by Section 7(d) of the 1940 Act. Accordingly, each investment vehicle included in the BXPE Fund Program has an independent basis for exclusion from the definition of “investment company” under
Section 3(a) or exemption from registration as an investment company under Section 7(d) of the 1940 Act.

 Each of the Feeder and
BXPE U.S. relies, and expects to continue to rely, on Section 3(c)(7) of the 1940 Act, which excepts from the definition of “investment company” any issuer: (i) whose outstanding securities are owned exclusively by persons who,
at the time of acquisition of such securities, are “qualified purchasers” (as defined in the 1940 Act and rules thereunder) and (ii) that is not making, and does not at that time propose to make, a public offering of such
securities.

 With respect to the first prong of Section 3(c)(7), as U.S. entities, each of the Feeder and BXPE U.S. limits ownership
of its securities to persons who are qualified purchasers at the time of acquisition. Because the Feeder invests all or substantially all of its assets indirectly in BXPE U.S., which, in turn, invests all or substantially all of its assets in the
Aggregator, each of the Feeder and BXPE U.S. are deemed to have been formed for the specific purpose of acquiring securities issued by BXPE U.S. and the Aggregator, respectively. Pursuant to Rule 2a51-3 under
the 1940 Act, each of the Feeder and BXPE U.S. cannot itself be deemed a qualified purchaser of BXPE U.S.’s securities and the Aggregator’s securities, respectively, unless all of BXPE U.S.’s securities (and all of the
Feeder’s securities, in turn) are also held by qualified purchasers. As a result, the Feeder and BXPE U.S. only offer securities to persons that are qualified purchasers at the time they purchase such securities.

With respect to the second prong of Section 3(c)(7), each of the Feeder and BXPE U.S. conducts a continuous private offering in reliance
on an exemption from the registration requirements of the 1933 Act to investors who are both (i) accredited investors within the meaning of Regulation D under the 1933 Act and (ii) qualified purchasers (as defined in the 1940 Act and rules
thereunder). In addition, as noted above, any Parallel Funds and BXPE Lux conduct, or will conduct, offshore offerings to non-U.S. investors in one or more non-U.S.
jurisdictions exempt from the registration provisions of the 1933 Act by virtue of Regulation S promulgated thereunder.

 As noted above,
any Parallel Funds and/or BXPE Lux are, or will be, organized in jurisdictions other than U.S. states and territories and offer their securities exclusively to non-U.S. persons. Accordingly, any Parallel Funds
and/or BXPE Lux are not, or will not be, required to register as an investment company pursuant to Section 7(d) of the 1940 Act and are, or will be, subject instead to the regulatory regimes of the
non-U.S. jurisdictions in which they are domiciled and offer their securities. To the extent any Parallel Fund and/or BXPE Lux includes any U.S. persons as investors, such Parallel Fund and/or BXPE Lux will
comply with the Staff’s guidance in Goodwin, Procter & Hoar, SEC No-Action Letter (Feb. 28, 1997) by limiting any such U.S. persons to qualified purchasers.1

1
 Goodwin, Procter & Hoar, SEC No-Action Letter, at 4 (Feb. 28,
1997) (“Goodwin Procter Letter”) (“As noted above, Section 7(d) reflects a Congressional determination that Foreign Funds that access the U.S. should be subject to the same type and degree of regulation that applies to U.S.
investment companies. Consistent with this principle, we believe that a Foreign Fund may privately offer and sell its securities to qualified purchasers in the United States in accordance with the provisions of Section 3(c)(7) (and any
Commission rules promulgated under the section) without violating Section 7(d).”); id. at n. 9 (“In our view, the non-U.S. resident shareholders of a Foreign Fund relying on
Section 3(c)(7) to offer its securities in the United States need not be qualified purchasers.”).

 4

Securities and Exchange Commission

August 21, 2025

 The Aggregator is formed in a non-U.S. jurisdiction
and offers its securities exclusively to BXPE U.S. and any Parallel Funds; and therefore, all indirect investors in the Aggregator will be U.S. persons who are qualified purchasers and/or non-U.S. persons in
compliance with the Staff’s guidance in the Goodwin Proctor Letter.

 In light of the discussion above, we do not believe that the
BXPE Fund Program should be viewed as a single issuer or a co-issuer with the Feeder for purposes of the analysis under Section 3(a) of the 1940 Act given the distinct and separate nature of the vehicles
that make up the BXPE Fund Program.

2.
 We note that the Feeder relies on the exclusion provided by Section 3(c)(7) of the 1940 Act. Please
provide a legal analysis assessing the Feeder’s ability to maintain adherence to Section 3(c)(7) once the Feeder’s shares are registered and the BXPE Fund Program is in operation. Your response should address, among other things,
whether any actions or activities of the Feeder and/or the BXPE Fund Program may constitute a public offering.

Response: Neither the Feeder nor any other entity within the BXPE Fund Program is making a public offering of its securities under the
1933 Act. As noted above in response to Comment 1, each of the Aggregator, BXPE U.S. and the Feeder rely, and expect to continue to rely, on the exception to the definition of “investment company” pursuant to Section 3(c)(7), while
any Parallel Fund and/or BXPE Lux rely, or will rely, on the exemption from registration as an investment company pursuant to Section 7(d) of the 1940 Act. A requirement for reliance on Section 3(c)(7) of the 1940 Act is that the issuer is
not making, and does not propose to make, a public offering of its securities. Accordingly, no entity within the BXPE Fund Program is making a public offering of its securities to U.S. investors by virtue of reliance on the exemptions provided for
in Section 4(a)(2) of the 1933 Act and/or Regulation D and Regulation S thereunder, as applicable.

 Each of the Feeder and BXPE U.S.
intends to rely on Section 4(a)(2) and/or Rule 506(b) under the 1933 Act to offer and sell its securities in private placements to U.S. investors inside the United States. Such private placements are not public offerings for purposes of
Section 3(c)(7) of the 1940 Act. The Commission has long regarded Section Rule 506 transactions as non-public offerings for the purposes of Sections 3(c)(1) and 3(c)(7) of the 1940 Act.2 Accordingly, so long as an issuer complies with the terms and conditions of Rule 506 with respect to its private placement inside the United States, the issuer’s offering of securities would
fall within the exemption from registration provided in Section 4(a)(2) of the 1933 Act and, for that reason, would not be a public offering for purposes of Section 3(c)(7) of the 1940 Act.

2
 See Release No. 33-6389 (noting that the “Commission regards
rule 506 transactions as non-public offerings for purposes of the definition of `investment company’ in section 3(c)(1) of the [1940] Act”); Privately Offered Investment Companies, Release No. IC-22597 (Apr. 3, 1997) [62 FR 17512 (Apr. 9, 1997)], at n. 5 (noting that the “Commission believes that section 3(c)(7)’s public offering limitation should be interpreted in the same manner as the
limitation in section 3(c)(1)”). The Commission re-affirmed this position in 2013 when adopting amendments to Rule 506 to implement Section 201(a) of the Jumpstart Our Business Startups Act of 2012,
which permits issuers to engage in general solicitation or general advertising in offering and selling securities, subject to certain limitations. Id. at 48 (“the effect of Section 201(b) of JOBS Act is to permit private funds to
engage in general solicitation in compliance with new Rule 506(c) without losing either of the exclusions [pursuant to Sections 3(c)(1) and 3(c)(7) under the 1940 Act.”); id. at 48-49
(“although Section 201(b) does not explicitly reference the meaning of ‘public offering’ under the 1940 Act, it clearly states that ‘[o]ffers and sales exempt under [Rule 506, as revised pursuant to Section 201(a)]
shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation.’”).

 5

Securities and Exchange Commission

August 21, 2025

 As noted above, any Parallel Fund and/or BXPE Lux conduct, or will conduct, offshore
offerings in accordance with Regulation S under the 1933 Act. The Staff has confirmed that a non-U.S. fund may make an offshore offering in compliance with Regulation S. Although any Parallel Fund and/or BXPE
Lux do not expect to make offerings in the United States, the Staff has stated that a non-U.S. fund conducting an offering outside of the United States pursuant to Regulation S could simultaneously conduct a
private offering in the United States to qualified purchasers in compliance with Section 3(c)(7) of the 1940 Act.3 Accordingly and as noted above, to the extent any Parallel Fund and/or BXPE
Lux include any U.S. persons as investors, such Parallel Fund and/or BXPE Lux will comply with the Staff’s guidance in the Goodwin Procter Letter by limiting any such U.S. persons to qualified purchasers.

As also noted above, the Aggregator is a non-U.S. fund that offers its securities only to BXPE U.S. and
any Parallel Funds pursuant to Section 4(a)(2) of the 1933 Act and/or Regulation D and Regulation S thereunder, as applicable. Therefore, all indirect investors in the Aggregator will be U.S. persons who are qualified purchasers and/or non-U.S. persons in compliance with the Staff’s guidance in the Goodwin Proctor Letter.4

3
 See Goodwin Procter Letter, at 12, (Feb. 28, 1997) (“In Touche Remnant, the staff took the position that,
generally, a Foreign Fund’s private U.S. offering would be viewed as separate from the Fund’s simultaneous offshore public offering. The staff took the position, therefore, that Section 7(d) does not prohibit a Foreign Fund from
conducting a private U.S. offering simultaneously with an offshore public offering, provided that the Foreign Fund does not use U.S. jurisdictional means in connection with the offshore offering. We believe that the same principle should apply in
the case of a Foreign Fund seeking to make a private offering in the United States under Section 3(c)(7) at the same time that it is making a public offering outside the United States. We believe, therefore, that Section 7(d) does not
prohibit a Foreign Fund from conducting a private U.S. offering in compliance with Section 3(c)(7) simultaneously with an offshore public offering.”) (internal footnotes omitted). See also Rule 152(b)(2) under the 1933 Act (“Offers
and sales made in compliance with . . . Regulation S . . . will not be integrated with other offe