Correspondence 0001213900-23-051259 from Redwood Real Estate Income Fund (CIK 0001959172)
Redwood Real Estate Income Fund (CIK 0001959172)
Date: June 23, 2023 · CIK: 0001959172 · Accession: 0001213900-23-051259
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268948, 811-23846
Letter
Via EDGAR Transmission Securities and Exchange Commission Attention: Lauren Hamilton Re: Redwood Real Estate Income Fund (the “Fund”) Initial Registration Statement on Form N-2 File Nos. 333-268948 and 811-23846
Dear Ms. Hamilton,
This letter responds to the follow-up comments that you provided via telephone on June 23, 2023 in connection with your review of the amended registration statement (the “Registration Statement”) on Form N-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), to register the Redwood Real Estate Income Fund (the “Fund” or the “Registrant”). The changes to the Fund’s disclosure discussed below will be reflected in the Fund’s final prospectus filed under Rule 424(b)(3) of the Securities Act of 1933.
For your convenience, your follow-up comments have been summarized in bold below, and our responses follow your comments. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
1. Comment: The Staff notes that the disclosure on page 16 of the Prospectus references a “Predecessor Fund”. Please supplementally explain the reference or update the disclosure if such reference is not applicable.
Response: The Fund respectfully confirms that the aforementioned reference was errant and there is no “Predecessor Fund”. As a result, the Fund will delete such reference in its final prospectus filed under Rule 424(b)(3) of the Securities Act of 1933.
2. Comment: Please supplementally confirm the Fund’s understanding of U.S. GAAP and what such rules require as to the treatment of offering costs. Additionally, please supplementally explain the Fund’s accounting policy.
Response: The Fund respectfully notes that the below supersedes its response to Comment No. 53 of the response letter that it filed on June 12, 2023.
The Fund so confirms. The Fund will also revise the first sentence of the last paragraph under the section entitled “Fund Expenses” as follows:
The Fund will bear directly certain ongoing offering costs, which will be expensed as they are incurred. in accordance with U.S. GAAP.
* * * *
We trust that the foregoing is responsive to your comments. Questions and further comments concerning this filing may be directed to the undersigned at (215) 988-2959.
*****
Sincerely,
Joshua B. Deringer
Show Raw Text
CORRESP
1
filename1.htm
Faegre Drinker Biddle
& Reath LLP
One Logan Square,
Ste. 2000
Philadelphia, PA
19103-6996
www.faegredrinker.com
June
23, 2023
Via EDGAR Transmission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lauren Hamilton
Re: Redwood Real Estate Income Fund (the “Fund”)
Initial Registration
Statement on Form N-2
File
Nos. 333-268948 and 811-23846
Dear Ms. Hamilton,
This
letter responds to the follow-up comments that you provided via telephone on June 23, 2023 in connection with your review of the amended
registration statement (the “Registration Statement”) on Form N-2 under the Investment Company Act of 1940, as amended (the
“1940 Act”), to register the Redwood Real Estate Income Fund (the “Fund” or the “Registrant”). The
changes to the Fund’s disclosure discussed below will be reflected in the Fund’s final prospectus filed under Rule 424(b)(3)
of the Securities Act of 1933.
For
your convenience, your follow-up comments have been summarized in bold below, and our responses follow your comments. Capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
1. Comment:
The Staff notes that the disclosure on page 16 of the Prospectus references a “Predecessor
Fund”. Please supplementally explain the reference or update the disclosure if such
reference is not applicable.
Response:
The Fund respectfully confirms that the aforementioned reference was errant and there is no “Predecessor Fund”. As
a result, the Fund will delete such reference in its final prospectus filed under Rule 424(b)(3) of the Securities Act of 1933.
2. Comment:
Please supplementally confirm the Fund’s understanding of U.S. GAAP and what such
rules require as to the treatment of offering costs. Additionally, please supplementally
explain the Fund’s accounting policy.
Response:
The Fund respectfully notes that the below supersedes its response to Comment No. 53 of the response letter that it filed on June 12,
2023.
The Fund so
confirms. The Fund will also revise the first sentence of the last paragraph under the section entitled “Fund Expenses” as
follows:
The Fund will bear directly certain
ongoing offering costs, which will be expensed as they are incurred. in accordance with U.S. GAAP.
* * * *
We
trust that the foregoing is responsive to your comments. Questions and further comments concerning this filing may be directed to the
undersigned at (215) 988-2959.
*****
Sincerely,
Joshua B. Deringer
2