SEC Company Response from Stone Ridge Residential Real Estate Income Fund I, Inc. (CIK 0001780269) — Jan 28, 2020
Stone Ridge Residential Real Estate Income Fund I, Inc. (CIK 0001780269)
Date: Jan. 28, 2020 · CIK: 0001780269 · Accession: 0001193125-20-017017
AI Filing Summary & Sentiment
File numbers found in text: 333-232263, 811-23451
Show Raw Text
CORRESP 1 filename1.htm Stone Ridge Residential Real Estate Income Fund I, Inc. ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM November 11, 2019 Robert Schmidt T +1 617 951 7831 F +1 617 235 9425 BY EDGAR robert.schmidt@ropesgray.com United States Securities & Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Attention: Karen Rossotto Re: Stone Ridge Residential Real Estate Income Fund I, Inc. (the “Fund”) File Numbers: 333-232263; 811-23451 Dear Ms. Rossotto: On behalf of the Fund, we are transmitting for filing or will hereafter transmit for filing under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), Pre-Effective Amendment No. 2 (“Amendment No. 2”) under the 1933 Act to the Registration Statement on Form N-2, initially filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2019 (the “Registration Statement”) and previously amended by Pre-Effective Amendment No. 1 (“Amendment No. 1), filed on August 8, 2019. Amendment No. 2 reflects changes made in response to comments of the SEC’s staff (the “Staff”) provided on October 2, 2019 on Amendment No. 1 to the Registration Statement (the “October 2nd Staff Comments”), as well as the Staff’s comments provided on November 6, 2019 on the Fund’s draft letter and prospectus responding to the October 2nd Staff Comments, which were submitted to the Staff on October 18, 2019 (respectively, the “October 18 Draft Letter” and the “October 18 Draft Prospectus”). For the convenience of the Staff, the comments provided on November 6, 2019 have been restated below in their entirety. The Fund’s response follows each comment. References in the responses to the Fund’s prospectus or statement of additional information (“SAI”) are to those filed as part of Amendment No. 2. In addition to revisions made in response to Staff comments, certain other changes have been made in Amendment No. 2. Capitalized terms used but not defined herein have the meanings assigned to them in Amendment No. 2. This letter omits confidential information for which we seek confidential treatment under the Freedom of Information Act. The portion of this letter for which confidential treatment is sought is marked as [Redacted - Confidential Treatment Requested]. A separate unredacted version of this letter has been delivered to the Staff. Comments on the October 18 Draft Letter 1. Staff Comment: In its response to comment 1.a of the October 2nd Staff Comments, the Fund states that “it does not expect that its portfolio will initially contain any direct investments in properties.” Does this mean that the Fund does not expect to hold individual properties directly or through 100% owned subsidiaries? Please clarify supplementally and make corresponding revisions to the prospectus, if appropriate. Karen Rossotto, Esq. November 11, 2019 THIS CORRESPONDENCE HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST Response: The Fund confirms that it does not expect to initially hold individual properties directly or through 100% owned subsidiaries. Consequently, the Fund has revised the relevant disclosure in the prospectus, as follows: The Fund may also acquire homes sourced by real estate operators does not expect to hold individual properties directly (including through one or more Subsidiaries) initially, but may acquire such properties directly in the future. 2. Staff Comment: In its response to comment 1.f of the October 2nd Staff Comments, the Fund states that in “cases where the Fund has less than 50% voting power with respect to a partnership, it will not have the authority to unilaterally dismiss the general partner.” Does the Fund expect there to be instances where it does have the ability to unilaterally dismiss the general partner of a private investment vehicle or where it owns greater than 50% of a vehicle’s voting securities? If so, will the Fund treat its interests in such vehicles as “investment securities”? Please explain supplementally. Response: The only instances where it is expected that the Fund may have the ability to unilaterally dismiss the general partner of a private investment vehicle is if it owns more than 50% of the voting power with respect to a private investment vehicle and is able to satisfy the private investment vehicle’s majority voting requirement itself. In these instances, the Fund expects that it will only be able to remove the general partner for cause. The Fund does not intend to treat such interests as “investment securities” for purposes of maintaining compliance with the 40% threshold under Section 3(a)(1)(C). 3. Staff Comment: In its response to comment 1.h of the October 2nd Staff Comments, the Fund argues that under the circumstances outlined in the response, its investments in private investment vehicles satisfy the “solely from the efforts” of others prong of the Howey test. But the Staff notes that prospectus disclosure suggests that the Fund is active in selecting the properties to be held by private investment vehicles in which it invests. The Staff notes, for example, the following language included under “Prospectus Summary—Investment Objective and Principal Investment Policies—Single Family Rental Investments”: [T]he Fund generally does not expect to review the particular characteristics of each property that it directly or indirectly acquires, but rather negotiate, when reasonably possible, in advance the general criteria of the investments, including the acquisition cost, expected rental income, geographic location and physical features such as size, property age and number of bedrooms of each property. Please explain supplementally this apparent discrepancy and revise the disclosure as needed. Response: When the Fund invests in private investment vehicles, it intends to negotiate the documents that govern the operations of such vehicles as is customary for private investments. Under no circumstances, however, will the Fund select or dictate the selection 2 Karen Rossotto, Esq. November 11, 2019 THIS CORRESPONDENCE HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST of individual properties for purchase by private investment vehicles. The Fund has revised the referenced disclosure as shown below to clarify these points. The Fund believes that on this basis, its investments in private investment vehicles will satisfy the Howey test to the extent necessary for the Fund to qualify at all times as an investment company under Section 3(a)(1)(C). When investing in single family rental homes through private investment vehicles, or acquiring homes directly through real estate operators, the Fund generally does not expect to review the particular characteristics of each property that it directly or indirectly acquires, but rather negotiate, when reasonably possible, in advance to do so, before the Fund invests its assets in a private investment vehicle, the general criteria of the investments, including the acquisition cost, expected rental income, geographic location and physical features such as size, property age and number of bedrooms of each property. 4. Staff Comment: In its response to comment 13 of the October 2nd Staff Comments, the Fund explains that it may invest in reliance on Rule 17a-6. Please supplementally provide a brief analysis explaining why transacting in the manner described in the Fund’s response to comment 13 does not require co-investment exemptive relief. Response: Neither Stone Ridge nor its affiliates expect to co-invest with the Fund in private investment vehicles. [Redacted - Confidential Treatment Requested] If the Fund does wish to co-invest with an affiliate in a private investment vehicle, it will not engage in such a co-investment unless an application for an exemption from Section 17(d) of the 1940 Act is granted or unless such investments are not prohibited by Section 17(d) or interpretations of Section 17(d) as expressed in SEC no-action letters, including Massachusetts Mutual Life Insurance Co., SEC No-Action Letter (Pub. Avail. June 7, 2000). 5. Staff Comment: In its response to comment 21 of the October 2nd Staff Comments, the Fund states that it does not intend to use derivatives as a principal investment strategy. Please generally review the Fund’s disclosure to ensure that it is consistent with this statement. Response: The Fund confirms that it has reviewed and revised its disclosure to clarify that it may use derivatives for hedging and risk management purposes in connection with its principal investment strategies, but does not intend to use derivatives as a principal investment strategy for speculative or other purposes. 3 Karen Rossotto, Esq. November 11, 2019 THIS CORRESPONDENCE HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST Comments on the October 18 Draft Prospectus 6. Staff Comment: Would the private investment vehicles in which the Fund invests ever be considered “investment companies” under the 1940 Act? If not, what exemption(s) will the vehicles rely on? Please explain supplementally. Response: The Fund does not expect the private investment vehicles in which it invests to be considered “investment companies” under the 1940 Act. The private investment vehicles in which the Fund invests will generally be excluded from the definition of “investment company” pursuant to Section 3(c)(5)(C) or Section 3(c)(6) of the 1940 Act. The Fund does not anticipate investing more than 15% of its assets in entities relying on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. 7. Staff Comment: On the prospectus cover, the Fund states that it “seeks to obtain current income from rental income generated by properties held by such vehicles and to achieve long-term capital appreciation upon disposition of properties.” If the Fund will achieve these returns through private investment vehicles, as opposed to through direct interests in properties, please revise the disclosure to clarify. Response: The referenced disclosure has been revised as follows: The Fund seeks to obtain current income indirectly from rental income generated by properties held by such vehicles and to achieve long-term capital appreciation through distributions from such vehicles upon their dispositions of properties. 8. Staff Comment: On the prospectus cover, the Fund states that it “identifies” real estate operators. Please revise the disclosure to clarify what this term means in this context. Response: The word “identifies” has been removed from the Fund’s disclosure, as shown below: In carrying out its investment strategies, the Fund identifies invests in private investment vehicles operated and administered by real estate operators that acquire, improve and manage single family rental properties in different geographic regions within the United States and invests in private investment vehicles operated and administered by such operators. 9. Staff Comment: On the prospectus cover, under “Interval Fund,” please revise the disclosure to clarify that the Fund expects to conduct repurchases annually. Response: The Fund respectfully submits that the requested disclosure is already included in the referenced section, as shown below (relevant text underlined and in bold): 4 Karen Rossotto, Esq. November 11, 2019 THIS CORRESPONDENCE HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST Interval Fund. The Fund has an interval fund structure pursuant to which the Fund, subject to applicable law, conducts annual repurchase offers of the Funds’ outstanding Shares at net asset value (“NAV”), subject to approval of the Board of Directors (the “Board,” and each of the directors on the Board, a “Director”). In all cases, such repurchases will be for at least 5% and not more than 25%, and are currently expected to be for 5%, of the Fund’s outstanding Shares. It is possible that a repurchase offer may be oversubscribed, with the result that shareholders may only be able to have a portion of their Shares repurchased. There is no assurance that you will be able to tender your Shares when or in the amount that you desire. The Fund’s Shares are not listed on any national securities exchange. You should not expect there to be any secondary trading market in the Shares. Notwithstanding the foregoing, the Fund may consider listing its Shares in the future. Even though the Fund makes annual repurchase offers to repurchase a portion of the Shares to try to provide liquidity to shareholders, you should consider the Shares to be illiquid. The Fund expects to make its first repurchase offer in [ ]. See “Periodic Repurchase Offers” below. 10. Staff Comment: On the prospectus cover, under “Subsequent Fund,” please (i) revise to clarify that investors may opt out of having their dividends automatically reinvested in Fund shares or automatically invested in a Subsequent Fund; (ii) add a cross reference to the disclosure explaining the tax treatment of dividends deemed to be paid in cash and automatically invested in a Subsequent Fund; and (iii) in this section or elsewhere, add disclosure clarifying that Subsequent Funds may not have identical strategies to each other or the Fund and that investors may simultaneously have investments in the Fund and in one or more Subsequent Funds. Response: The referenced disclosure has been revised as follows: Unless you otherwise notify the Fund’s transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”) or your financial intermediary, Dividends and capital gains distributions on your Shares will be automatically reinvested in the Fund during the Subscription Period and, after the Subscription Period, will be deemed to be paid in cash and then automatically invested in a Subsequent Fund. You may opt out of such automatic reinvestment of dividends by notifying the Fund’s transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”), or your financial intermediary. See “Certain Federal Income Tax Considerations” and “Dividend Reinvestment Plan” below for additional information regarding dividends and distributions and a discussion of the federal income tax treatment of reinvestment of dividends. . . . 5 Karen Rossotto, Esq. November 11, 2019 THIS CORRESPONDENCE HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST Subsequent Funds may not have identical strategies to the Fund or each other, and investors may have investments in the Fund and in one or more Subsequent Funds simultaneously. 11. Staff Comment: The Staff notes that it may have further comments on the “subsequent fund” concept after further deliberations with the Division of Corporation Finance. Response: Duly noted. 12. Staff Comment: On the prospectus cover, under “Term,” please revise to clarify (i) what the phrase “term of investment operations” means and (ii) what will happen if it takes the Fund longer than 24 months to liquidate. Response: The Fund has revised the disclosure as follows: The Fund expects to have a term of investment operations of approximately eight years after it commences investment operations and before it starts the wind-down process, which term may be extended by the Board without shareholder approval. At the end of such term, the Fund expects the Adviser to recommend a plan of liquidation that, if approved by the Board, will be carried out without shareholder approval. The plan of liquidation mayis expected to take up to twenty-four months to complete, and the Fund may deviate from its investment strategies during this time. In the event the Fund’s plan of liquidation takes longer than twenty-four months to complete, the Board may exercise its discretionary authority to extend the term of the Fund. See “Term and Wind