July 29, 2019
VIA EDGAR
Division of Investment Management
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Edward P. Bartz
RE: | Grosvenor Registered Multi-Strategy Fund (W), LLC |
(File Nos. 333-231855 and 811-22857)
Pre-Effective Amendment No. 2 to Registration Statement under the Securities Act of 1933;
Amendment No. 15 to Registration Statement under the Investment Company Act of 1940
Grosvenor Registered Multi-Strategy Fund (TI 1), LLC
(File Nos. 333-231856 and 811-22352)
Pre-Effective Amendment No. 2 to Registration Statement under the Securities Act of 1933;
Amendment No. 15 to Registration Statement under the Investment Company Act of 1940
Grosvenor Registered Multi-Strategy Fund (TI 2), LLC
(File Nos. 333-231853 and 811-22353)
Pre-Effective Amendment No. 2 to Registration Statement under the Securities Act of 1933;
Amendment No. 17 to Registration Statement under the Investment Company Act of 1940
Dear Mr. Bartz:
This letter is in response to an additional comment (Comment) of the staff (the Staff) of the Securities and Exchange Commission (the SEC) conveyed by telephone on July 26, 2019, with respect to the registration statements (each a Registration Statement) filed under the Securities Act of 1933, as amended (the 1933 Act), and under the Investment Company Act of 1940, as amended, by Grosvenor Registered Multi-Strategy Fund (W), LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, and Grosvenor Registered Multi-Strategy Fund (TI 2), LLC (each, a Registrant and collectively, the Registrants).
This letter responds to the Staffs request for additional information regarding additional comments relating to the Registrants Registration Statements that were addressed in a letter to the Staff dated July 19, 2019 (the Second Response Letter). Changes in response to the Staffs additional Comment as described below will be made in the Registrants definitive forms of Registration Statements, which will be filed pursuant to Rule 497(c) under the 1933 Act.
We have, for the convenience of the Staff, repeated below the Comment followed by Registrants response. Defined terms not defined herein have the same meanings as used in the Registration Statement.
1. | Comment: In the Second Response Letter, the Staff requested that the Registrants add disclosure stating that the funds may not be suitable for all investors in bold on the outside front cover of the prospectuses. The Staff acknowledges that the disclosure was added to the outside front cover, but asks that the Registrants confirm that the disclosure will be in bold in the definitive forms of Registration Statements. |
Response: The Registrants confirm that the disclosure will be in bold in the definitive forms of Registration Statements.
Thank you for your attention to these matters. If you have any questions regarding this response, please feel free to call me at (617) 951-9053 or George Zornada at (617) 261-3231.
Sincerely, |
/s/ Abigail P. Hemnes |
Abigail P. Hemnes |
cc: | Michael Sullivan, Chief Compliance Officer of each Registrant |
George J. Zornada, K&L Gates LLP |