January 29, 2021
Michael A. DeNiro, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
Re: BlackRock Hedge Fund Guided Portfolio Solution
File Nos. 333-251797; 811-23626
Dear Mr. DeNiro:
We have reviewed the registration statement for BlackRock Hedge Fund
Guided
Portfolio Solution (the Fund ), filed on Form N-2 with the Securities and
Exchange
Commission on December 29, 2020, and have the comments below. Comments given in
one
section apply to other sections in the filing that contain the same or similar
disclosure. The
captions used below correspond to the captions the Fund uses in the
registration statement. All
capitalized terms not otherwise defined herein have the meaning given to them
in the registration
statement.
1. Please confirm in your response letter that FINRA has reviewed the
proposed
underwriting terms and arrangements for the transactions described in the
registration
statement, including the amount of compensation to be allowed or paid to
the
underwriters and any other arrangements among the Fund, the underwriter,
and other
broker dealers participating in the distribution, and that FINRA has
issued a statement
expressing no objections to the compensation and other arrangements.
2. Please tell us if you have presented any test-the-waters materials
to potential investors
in connection with this offering. If so, please provide us with copies of
such materials.
(See, Rule 163B under the Securities Act of 1933 ( Securities Act )).
3. We note the disclosure on page 1 of the prospectus states, "The Fund has
received
exemptive relief from the Securities and Exchange Commission ( SEC )
to, among other
things, issue multiple classes of Shares and to impose asset-based
distribution fees and
early-withdrawal fees as applicable). Please advise us if you have
submitted or expect to
submit any additional exemptive applications with this registration
statement.
4. Page 2 states, The Advisor seeks to achieve the investment objective by
allocating assets
to private investment vehicles ( Portfolio Funds ) The Fund has adopted
a policy to invest,
under normal circumstance, at least 80% of the value of its net assets, plus
the amount of any
borrowings for investment purposes, in Portfolio Funds. We have the
following comments on
this language:
We are concerned that the Fund s name could be
misleading by suggesting
to investors that the Fund is a hedge fund, when this is
not the case.
Please modify the Fund s name to make clear that the
Fund itself is not a
hedge fund.
Please revise the Fund s 80% policy to make clear that
the Fund will
invest 80% of its assets, plus the amount of borrowing
for investment
purposes, in private investment vehicles that are hedge
funds. The current
disclosure would allow the 80% policy to include, for
example, private
equity funds.
We note that the Class I shares have a $10,000 initial
minimum
investment. It is the staff s position that registered
closed-end funds that
invest more than 15% of their assets in hedge funds
should impose a
minimum initial investment requirement of at least
$25,000. Please
explain to us why it would be appropriate to offer Class
I shares without
imposing a $25,000 limitation. We may have additional
comments after
reviewing your response.
PROSPECTUS SUMMARY
Investment Objective
5. The Fund seeks absolute and risk-adjusted returns . Clarify the
disclosure as to what is
meant by absolute.
SUMMARY OF FEES AND EXPENSES
6. State in the narrative following the fee table that Other Expense are
based on estimates
for the current fiscal year.
7. With respect to footnote 2, the Expense Agreement must remain in effect
for at least one
full year from the effective date of this registration statement.
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ADDITIONAL INVESTMENT POLICIES
Investment Restrictions
8. In regard to the Fund s investment policies on concentration, the
disclosure states, This
investment restriction does not apply to investments by the Fund in
Portfolio Funds. Please
note that a fund and its adviser may not ignore the investments of
affiliated and unaffiliated
underlying investment companies when determining whether the fund is in
compliance.
Please add disclosure to clarify that the Fund will consider the
investments in Portfolio Funds
when determining the Fund s compliance with its concentration policies.
GENERAL COMMENTS
9. We note that portions of the filing are incomplete. We may have
additional comments on
such portions when you complete them in pre-effective amendments, on
disclosures made in
response to this letter, on information you supply to us, or on exhibits
added in any pre-
effective amendments.
10. Responses to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. Where no change will be
made in the filing in
response to a comment, please indicate this fact in a letter to us and
briefly state the basis for
your position.
11. If you intend to omit certain information from the form of prospectus
included with the
registration statement that is declared effective in reliance on Rule
430A under the Securities
Act, please identify the omitted information to us supplementally,
preferably before filing the
pre-effective amendment.
We remind you that the Fund 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.
Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at 202-551-6961.
Sincerely,
/s/
John Grzeskiewicz
John
Grzeskiewicz
Senior
Counsel
cc: Keith A. OConnell, Branch Chief
Michael J. Spratt, Assistant Director
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