# BLACKSTONE SECURITIES PARTNERS L.P. X-17A-5/A (2023-02-24) — Broker-dealer annual report - Company: BLACKSTONE SECURITIES PARTNERS L.P. - Form: X-17A-5/A - Filed: 2023-02-24 - Period: 2022-01-31 - Accession: 0000792326-23-000002 - CIK: 792326 - File #: 8-35941 - Type: Broker-dealer - Material weakness: No - Auditor: Deloitte & Touche - Auditor location: New York, NY - Contact: David Payne - Phone: 212-390-2806 - Email: david.payne@blackstone.com - Website: blackstone.com - Signed by: David Payne (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/792326/000079232623000002/2022BSPLPFSPublic.pdf --- {0}------------------------------------------------ # BLACKSTONE SECURITIES PARTNERS L.P. AND SUBSIDIARIES (SEC I.D. No. 8Ͳ35941) # CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2022 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM \* \* \* \* \* \* \* Filed pursuant to Rule 17aͲ5(e)(3) Under the Securities Exchange Act of 1934 As a Public Document {1}------------------------------------------------ # **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB Number: 3235Ͳ0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 OMB APPROVAL # **ANNUAL REPORTS FORM XͲ17AͲ5 PART III** SEC FILE NUMBER 8-34951 **FACING PAGE** **Information Required Pursuant to Rules 17aͲ5, 17aͲ12, and 18aͲ7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING AND ENDING MM/DD/YY MM/DD/YY 01/01/2022 12/31/2022 ### **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: Blackstone Securities Partners L.P. TYPE OF REGISTRANT (check all applicable boxes): ܆ BrokerͲdealer ܆SecurityͲbased swap dealer ܆Major securityͲbased swap participant ܆ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | 345 Park Avenue | | | | |--------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|--------------------------------------------| | | (No. and Street) | | | | New York | New York | | 10154 | | (City) | (State) | | (Zip Code) | | PERSON
TO
CONTACT
WITH | REGARD
TO
THIS
FILING | | | | David Payne | 212-390-2806 | David.Payne@Blackstone.com | | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | | B.
ACCOUNTANT
IDENTIFICATION | | | | Deloitte & Touche LLP | (Name – if individual, state last, first, and middle name) | | | | 30 Rockefeller Plaza | New York | New York | 10112-0015 | | (Address) | (City) | (State) | (Zip Code) | | 10/20/2003 | | 34 | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR
OFFICIAL
USE
ONLY | | | | CFR 240.17aͲ5(e)(1)(ii), if applicable. | * Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public
accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption.See 17 | | | **Persons who are to respond to the collection of information contained in thisform are notrequired to respond unlessthe form displays a currently valid OMB control number.** {2}------------------------------------------------ | David Payne | , swear (or affirm) that, to the best of my knowledge and belief, the | | |-------------|---------------------------------------------------------------------------------------------|-------| | | tinancial report pertaining to the firm of Blackstone Securities Partners L.P. | as of | | December 31 | , 2 022 , is true and correct. I further swear (or affirm) that neither the company nor any | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ **Deloitte & Touche LLP** 30 Rockefeller Plaza New York, NY 10112 USA Tel: 1 212 429 4000 Fax: 1 212 489 1687 www.deloitte.com # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Management, General Partner, and Limited Partner of Blackstone Securities Partners L.P. #### **Opinion on the Financial Statement** We have audited the accompanying consolidated statement of financial condition of Blackstone Securities Partners L.P and subsidiaries (the "Partnership") as of December 31, 2022, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Partnership as of December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** The financial statement is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion. New York, NY February 24, 2023 We have served as the Partnership's auditor since 1989. {4}------------------------------------------------ #### **CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022** *(Dollars in Thousands)* # ASSETS | Cash
and
cash
equivalents | \$
118,498 | |--------------------------------------------------------------|-----------------| | Accounts
receivable | 4,237 | | Due
from
affiliates | 1,897,322 | | Other
assets | 14,810 | | TOTAL
ASSETS | \$2,034,867 | | | | | LIABILITIES
AND
PARTNERS'
CAPITAL | | | LIABILITIES | | | Due
to
affiliates | \$1,097,629 | | Due
to
limited
partners |
31,465 | | Accounts
payable,
accrued
expenses
and
other |
126,677 | | Accrued
compensation
and
benefits |
85,899 | | Total
liabilities | 1,341,670 | | PARTNERS'
CAPITAL | | | General
Partner | 6,915 | | Limited
Partner | 684,683 | | NonͲcontrolling
interests
in
consolidated
entity |
1,599 | | Total
partners'
capital |
693,197 | | TOTAL
LIABILITIES
AND
PARTNERS'
CAPITAL | \$
2,034,867 | |

| | See notes to the consolidated statement of financial condition {5}------------------------------------------------ # **NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 (Dollars in Thousands, Except Unit and Per Unit Data, and Except Where Noted)** #### **1. ORGANIZATION AND NATURE OF OPERATIONS** Blackstone Securities Partners L.P. ("BSP" or the "Partnership"), a Delaware limited partnership, was formed on September 27, 1988 for the purpose of engaging in the investment banking advisory business specializing in financial and strategic advisory services, restructuring and reorganization advisory services, and underwriting activities, including underwriting on debt offerings, initial public offerings and secondary equity offerings. The term of the Partnership shall continue until December 31, 2038 unless earlier dissolved and terminated in accordance with the amended and restated agreement of Limited Partnership dated November 30, 1988 (the "Partnership Agreement"). BSP is a registered broker dealer and issubject to certain regulations of the United States Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority, Inc. ("FINRA"). Blackstone Group Holdings L.P. ("BGH"), a holding partnership established for certain entities of Blackstone Inc. ("Blackstone" engaged in the financial services business, is the 99% limited partner of BSP. Blackstone Advisory Services L.L.C. ("BAS LLC") is the 1% general partner of BSP. Both entities are whollyͲowned subsidiaries of Blackstone Holdings I L.P., which is a subsidiary of Blackstone. Profits and losses are allocated in accordance with the Partnership Agreement. BSP is the sole member of Blackstone Intermediary Holdco L.L.C. ("Holdco"), a holding company established for certain Blackstone entities engaged in the financial services business. Holdco holds the rights, titles, and interests in certain affiliated registered investment advisors and general partner entities, which provide investment management services to limited partners for private equity funds, real estate funds, funds of hedge funds and creditͲoriented funds. #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ### *Basis of Presentation* The accompanying consolidated financial statements of BSP have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). #### *Use of Estimates* The preparation of the Partnership's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Management believes that estimates utilized in the preparation of the consolidated financial statements are prudent and reasonable. Actual results could differ materially from the estimates included in the consolidated financial statements. #### *Consolidation* The Partnership consolidates all entities it controls through a majority voting interest. The consolidated financial statements of the Partnership include Holdco and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. #### *Affiliates* The Partnership considers Blackstone and its founder, senior managing directors, employees, Blackstone subsidiaries, the Blackstone Funds and the Portfolio Companies to be affiliates. Blackstone Funds refer to the funds and other vehicles that are managed by Blackstone. Portfolio Companies refer to the Blackstone Funds' investments, including majorityͲowned and controlled investments. {6}------------------------------------------------ # **NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 (Dollars in Thousands, Except Unit and Per Unit Data, and Except Where Noted)** #### *Cash and Cash Equivalents* The Partnership has defined Cash and cash equivalents as cash, including demand funds and money market funds, and shortͲ term, highly liquid investments with original maturities of three months or less. At times, cash and cash equivalents may exceed U.S. federally insured limits and expose the Company to credit risk. The Partnership believes the risk of loss is not significant. Cash equivalents are primarily classified as Level I as they are valued using quoted prices that are available in active markets for identical financial instruments as of the reporting date. #### *Accounts Receivable* Accounts receivable includes management fees receivable from limited partners, disposition fees and incentive fees receivable and advisory fees receivable. Management fees receivable from Blackstone Funds are included in Due from affiliates. Accounts receivable are assessed periodically for collectability. As of January 1, 2022, the opening balance for accounts receivable was \$34.1 million. #### *Foreign Currency* The Partnership's balances that are denominated in foreign currencies are translated into U.S. Dollars at the exchange rate prevailing at the reporting date. #### *Revenue Recognition* Revenues primarily consist of management and advisory fees, incentive fees and other income. *Management and advisory fees, net* – Accrued but unpaid management and advisory fees, net of management fee reductions and management fee offsets, as of the reporting date, are included in Accounts receivable or Due from affiliates in the Consolidated Statement of Financial Condition. *Incentive Fees –* Accrued but unpaid incentive fees charged directly to investors in Blackstone Funds as of the reporting date and are recorded within Due from affiliates in the Consolidated Statement of Financial Condition. *Due to Limited Partners* – Amounts due to limited partners represent fee reductions to be provided to limited partners on future management fee invoices. Generally, any amounts still remaining when the fund terminates will be payable to the limited partners. #### *Compensation and Benefits* *EquityͲBased Compensation –* Cash settled equityͲbased awards and awards settled in a variable number of shares are classified as liabilities and are reͲmeasured at the end of each reporting period. #### *NonͲControlling Interests in Consolidated Entity* NonͲcontrolling interests in consolidated entity represent the component of partners' capital in a consolidated entity held by nonͲconsolidated entities. As of December 31, 2022, Blackstone Holdings II L.P. and Stoneco IV Corporation, affiliated nonͲ consolidated entities, held a 1.499% interest in Blackstone Alternative Asset Management L.P., a consolidated entity. #### *Income Taxes* The Partnership is not subject to federal, state, or local unincorporated business tax, other than the local unincorporated businesstax assessed on one of the Partnership'ssubsidiary advisors, asthe individual partners are responsible forsuch taxes based on their allocable share of the Partnership's taxable income. The Partnership is a nonͲtaxpaying entity and is disregarded for tax purposes. Since both partners of the Partnership are whollyͲowned by Blackstone Holdings I L.P., the parent taxpayer, the Partnership and its whollyͲowned affiliates are included in the federal, state and local tax returns filed by Blackstone Holdings I L.P. and no tax provision for local unincorporated business tax is recorded by the Partnership. {7}------------------------------------------------ # **NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 (Dollars in Thousands, Except Unit and Per Unit Data, and Except Where Noted)** Blackstone Alternative Asset Management L.P. ("BAAM"), a tax return filer, records its own tax liability. BAAM and Holdings I L.P. file tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In accordance with U.S. GAAP, the Partnership recognizes the benefit of an income tax position only if it is "moreͲlikelyͲthanͲ not" that the tax position will be sustained upon examination by tax authorities in the major jurisdictions where the Partnership is organized. Otherwise, no benefit is recognized. The Partnership has evaluated its uncertain tax positions and is not aware of any material matters requiring recognition, measurement, or disclosure. The Partnership remains subject to examination in its jurisdictions under varying statutes of limitations (generally three or four years for filed returns). The Partnership is not aware of any tax position for which it is reasonably possible that the total amount of unrecognized tax benefit will change materially in the next twelve months. As a result, no income tax liability has been recorded within these financial statements. #### *Leases* The Partnership determines if an arrangement is a lease at inception of the arrangement. The Partnership primarily enters into operating leases, as the lessee, for office space. RightͲofͲuse ("ROU") assets and operating lease liabilities are included in Other assets and Accounts payable, accrued expenses and other, respectively, on our Consolidated Statement of Financial Condition. ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Partnership determines the present value of the lease payments using an incremental borrowing rate based on information available at the inception date. Leases may include options to extend or terminate the lease which are included in the ROU assets and operating lease liability when they are reasonably certain of exercise. Minimum lease payments for leases with an initial term of twelve months or less are not recorded on the Consolidated Statement of Financial Condition ### **3. RELATED PARTY TRANSACTIONS** Blackstone Administrative Services Partnership L.P. ("BASP"), an affiliate of the Partnership, provides the Partnership and its affiliates with various office facilities, administrative and operational support services at cost ("Indirect Expenses"). Additionally, BASP pays, on behalf of the Partnership, expenses that can be attributed specifically to the Partnership ("Direct Expenses"). The Partnership reimburses BASP for its share of Direct and Indirect Expense amounts paid on its behalf. Blackstone Holdings Finance Co, L.L.C. ("FinCo"), an affiliate of the Partnership, provides cash managementservicesto Holdco and itssubsidiaries. This arrangement generates amounts due to Holdco from FinCo, which are reflected in Due from affiliates. FinCo also makes certain payments on behalf of the Partnership which are reflected in Due to affiliates. The Partnership settles Due from and Due to affiliates balances periodically. Certain fees earned by Holdco are received from Blackstone Funds and Portfolio Companies, which are reflected in Due from affiliates. There are certain reimbursements to Blackstone Funds for placement fees and other fees and expenses that are reflected in Due to affiliates. Certain expenses charged to Holdco are allocated to other entities which are not consolidated under the Partnership. These allocations are reflected in Due from affiliates. #### *Receivables and Payables* Amounts due to and from affiliates consist of receivables and payables transacted in the ordinary course of business as described above. As of December 31, 2022, the amounts due to and from affiliates are as follows: {8}------------------------------------------------ # **NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022** **(Dollars in Thousands, Except Unit and Per Unit Data, and Except Where Noted)** | Due from affiliates | | |---------------------------------------------------|-----------------| | Due from Portfolio Companies and Blackstone Funds | \$
1,203,913 | | Due from FinCo | 405,719 | | Due from NonͲConsolidated Entities |
280,110 | | Due from BASP | 7,580 | | | \$1,897,322 | | Due to affiliates | | | Due to BASP | \$778,903 | | Due to NonͲConsolidated Entities |
186,863 | | Due to FinCo | 83,120 | | Due to Portfolio Companies and Blackstone Funds |
48,743 | | | \$1,097,629 | #### **4. INCOME TAXES** Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts of assets and liabilities for financial statement reporting purposes and the amount for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. Any unrecognized tax benefits are recorded in Accounts payable, accrued expenses, and other in the Consolidated Statement of Financial Condition. At December 31, 2022, the Partnership had no penalties accrued. #### **5. CONCENTRATION OF CREDIT RISK** The Partnership is subject to concentrations of credit risk with respect to its accounts receivable. There is no material specific concentration as of December 31, 2022. #### **6. PARTNERS' CAPITAL** During the year ended December 31, 2022, the Partnership distributed partners' capital to Blackstone in the amount of \$757.8 million. ### **7. NET CAPITAL REQUIREMENTS** As a registered brokerͲdealer, the Partnership files an unconsolidated FOCUS Report and is subject to the SEC Uniform Net Capital Rule (Rule 15c3Ͳ1) under the Securities Exchange Act of 1934. Rule 15c3Ͳ1 requires the maintenance of minimum net capital, as defined, which shall be the greater of \$0.1 million or 6а% of aggregate indebtedness, as deĮned, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2022, the Partnership's ratio of aggregate indebtedness to net capital was 0.017 to 1 and its net capital of \$97.9 million was \$97.8 million in excess of the minimum regulatory requirement. The Partnership does not carry customer accounts and does not otherwise hold funds or securities for, or owe money or securities to, customers and accordingly is exempt from the Customer Protection Rule (Rule 15c3Ͳ3). #### **8. DEFINED CONTRIBUTION PLAN** Blackstone provides a 401(k) plan (the "Plan") to eligible employeesin the United States. Some 401(k) participants, as defined by the Plan, may receive an employer match as pretax annual compensation up to a maximum of \$5 thousand per calendar {9}------------------------------------------------ # **NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 (Dollars in Thousands, Except Unit and Per Unit Data, and Except Where Noted)** year. The Blackstone Group 401(k) Administrative Committee is the administrator of the Plan and Fidelity is the Trustee for the Plan. # **9. COMMITMENTS AND CONTINGENCIES** #### *Litigation* The Partnership accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such legal actions, based on information known by management, the Partnership does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its financial position. The Partnership continues to believe that the following suits against Blackstone are totally without merit and intends to defend them vigorously. In December 2017, eight pension plan members of the Kentucky Retirement System ("KRS") filed a derivative lawsuit on behalf of KRS in the Franklin County Circuit Court of the Commonwealth of Kentucky (the "Mayberry Action"). The Mayberry Action alleged various breaches of fiduciary duty and other violations of Kentucky state law in connection with KRS's investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. ("BLP"). The suit named more than 30 defendants, including, among others, The Blackstone Group L.P. (now Blackstone Inc.); BLP; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as thenͲCEO of BLP (collectively, the "Blackstone Defendants"). In July 2020, the Kentucky Supreme Court directed the Circuit Court to dismiss the action due to the plaintiffs' lack of standing. Over the objection of the Blackstone Defendants and others, in December 2020, the Circuit Court permitted the Attorney General of the Commonwealth of Kentucky (the "AG") to intervene in the Mayberry Action. Motions to dismiss are currently pending in the Mayberry Action and discovery has begun. The Blackstone Defendants and others are also pursuing an interlocutory appeal asserting that the Circuit Court did not have jurisdiction to continue the Mayberry Action after the ruling of the Kentucky Supreme Court. On August 25, 2022, KRS was ordered to disclose, and on September 6, 2022, did disclose, a report prepared in 2021 by a law firm retained by KRS to conduct an investigation into the investment activities underlying the lawsuit. According to the report, the investigators "did not find any violations of fiduciary duty or illegal activity by [BLP]" related to KRS's due diligence and retention of BLP or KRS's continued investment with BLP. The report quotes contemporaneous communications by KRS staff during the period of the investment recognizing that BLP was exceeding KRS's returns benchmark, that BLP was providing KRS with "far fewer negative months than any liquid market comparable," and that BLP "[h]as killed it." In January 2021, certain former plaintiffs in the Mayberry Action filed a separate action ("Taylor I"), against the Blackstone Defendants and other defendants named in the Mayberry Action, asserting allegations substantially similar to those made in the Mayberry Action, and in July 2021 they amended their complaint to add class action allegations. Defendants removed Taylor I to the U.S. District Court for the Eastern District of Kentucky, and in March 2022, the District Court stayed Taylor I pending the resolution of the AG's suit in the Mayberry Action. In August 2021, a group of KRS members—including those that filed Taylor I—filed a new action in Franklin County Circuit Court ("Taylor II"), against the Blackstone Defendants, other defendants named in the Mayberry Action, and other KRS officials. The filed complaint is substantially similar to that filed in Taylor I and the Mayberry Action. Motions to dismiss are pending. In May 2022, the presiding judge recused himself from the Mayberry Action and Taylor II and the cases were reassigned to another judge in the Franklin County Circuit Court. {10}------------------------------------------------ # **NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 (Dollars in Thousands, Except Unit and Per Unit Data, and Except Where Noted)** In April 2021, the AG filed an action (the "Declaratory Judgment Action"), against BLP and the other fund manager defendants from the Mayberry Action in Franklin County Circuit Court. The action sought to have certain provisions in the subscription agreements between KRS and the fund managers declared to be in violation of the Kentucky Constitution. In March 2022, the Circuit Court granted summary judgment to the AG. BLP's appeal is currently pending. In July 2021, BLP filed a breach of contract action against defendants affiliated with KRS alleging that the Mayberry Action and the Declaratory Judgment Action breach the parties' subscription agreements governing KRS's investment with BLP. The action seeks damages, including legal fees and expenses incurred in defending against the above actions. In April 2022, the Circuit Court dismissed BLP's complaint without prejudice to refiling, on the grounds that the action was not yet ripe for adjudication. BLP's appeal is currently pending. In re Bumble Inc. Securities Litigation (f/k/a UA Local 13 Pension Fund v. Bumble Inc. et al.):Purported class action complaint filed in January 2022 naming, among others, Blackstone, Bumble, various Bumble officers and directors, and the underwriters of Bumble's September 2021 secondary public offering, including Blackstone Securities Partners L.P., as defendants. The complaint asserts claims under U.S. federal securities laws, purportedly brought on behalf of a class of purchasers of shares of Class A common stock in Bumble's secondary public stock offering which took place in September 2021 (the "SPO"), that the SPO Registration Statement and prospectus contained false and misleading statements and omissions by failing to disclose certain information concerning Bumble and Badoo paying users and issues with the Badoo payment platform, and that as a result of the foregoing, Bumble's business metrics and financial prospects were not as strong as represented in the SPO Registration Statement and prospectus. In August 2022, following a court hearing, Louisiana Sheriffs' Pension and Relief Fund was appointed Lead Plaintiff. Lead Plaintiff filed an amended complaint in October 2022, which asserted substantially similar claims under the federalsecuritieslaws but named a number of new defendants. The new defendantsinclude Stephen A. Schwarzman, Blackstone Group Management L.L.C., Blackstone Holdings I/II GP L.L.C., various BlackstoneͲaffiliated funds that held or allegedly may be deemed to have beneficially owned Bumble securities, and additional underwriters of Bumble's secondary public offering. All defendants moved to dismissthe amended complaint in November 2022. Briefing on the motion to dismiss was completed in January 2023. In October 2022, as part of a sweep of private equity and other investment advisory firms, the SEC sent us a request for information relating to the retention of certain types of electronic business communications, including text messages, that may be required to be preserved under certain SEC rules. We are cooperating with the SEC's inquiry. # *Indemnification* In the normal course of business, the Partnership enters into contracts that contain a variety of indemnifications. The Partnership's maximum exposure under these arrangements is not known. However, the Partnership has not previously incurred material losses pursuant to these contracts and expects the risk of any material loss to be remote. #### **10. SUBSEQUENT EVENTS** The Partnership has evaluated the impact of all subsequent events from December 31, 2022, through February 24, 2023, the date the consolidated financial statements were issued, and has determined there were no subsequent events requiring recognition or disclosure in the consolidated financial statements. \* \* \* \* \* Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.