UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Administrative Proceedings Rulings

Release No. 6842 / April 12, 2022

Administrative Proceeding

File No. 3-20801

In the Matter of

DF Growth REIT II, LLC

Order Setting Prehearing 

Schedule

On April 11, 2022, the parties filed a joint prehearing conference 

statement that outlined the subjects they discussed, noted areas of 

disagreement, and proposed differing prehearing schedules.

Before setting a prehearing schedule, I address Respondent’s preliminary 

argument that it has been prejudiced because the Securities and Exchange 

Commission has not issued an order instituting proceedings (OIP). Joint Prhr’g 

Statement at 1–2. However, an OIP is “an order issued by the Commission 

commencing a proceeding or an order issued by the Commission to hold a 

hearing.” 17 C.F.R. § 201.101(a)(7). Here, the Commission issued two 

documents that can be characterized as the OIP. The Commission’s March 16, 

2022, order temporarily suspending Respondent’s Regulation A exemption 

commenced the proceeding in that it provided Respondent with notice of the 

proceeding, granted Respondent the right to request a hearing, stated the legal 

authority and jurisdiction for the proceeding, contained “a short and plain 

statement of the matters of fact and law” leading to the Commission’s action, 

and stated the nature of the action taken (temporary suspension) as well as 

what would happen if Respondent did not request a hearing (permanent 

suspension). See 17 C.F.R. § 201.200(a)(1), (b); Am. Cryptofed DAO LLC, 

Securities Exchange Act of 1934 Release No. 93971, 2022 WL 118206, at *2 

(Jan. 12, 2022) (“The purpose of the OIP is to provide notice of what violations 

of the securities laws are alleged ....”). Then, following Respondent’s request, 

the Commission, on March 31, 2022, set this matter for a hearing. The 

Commission’s issuances constitute the OIP.

I set the following prehearing schedule, footnoting how I resolve conflicts 

between the parties when necessary:
2

April 18, 2022: Division of Enforcement to make available to 

Respondent all documents it is required to produce 

under 17 C.F.R. § 201.230.1

April 20, 2022: Respondent may file an answer to the OIP.2

May 13, 2022: Motions for summary disposition, if any.3

May 16, 2022: Parties to exchange and file witness and exhibit lists, 

and exchange (but not file) copies of exhibits. Expert 

witness disclosures and reports, if any.

May 23, 2022: Oppositions to motions for summary disposition, if 

any.

May 26, 2022: Summary disposition replies, if any.

May 31, 2022: Motions in limine, prehearing briefs, and any joint 

stipulations.

June 2, 2022: Final telephonic prehearing conference with the 

judge at 4:00 p.m. Eastern.

 

1 Respondent points out that the Division was required to make documents 

available no later than seven days after service of the OIP. 17 C.F.R. 

§ 201.230(d). In light of the atypical way in which this proceeding was 

instituted, I am extending the Division’s deadline.

2 Respondent contemplates filing an answer. See Joint Prhr’g Statement at 

2, 5. Although the OIP did not require Respondent to file an answer, “any 

respondent in any proceeding may elect to file an answer.” 17 C.F.R. 

§ 201.220(a). Generally, answers are due 20 days from the date of service of 

the OIP. 17 C.F.R. § 201.220(b). For these purposes, it is fair to consider the 20 

days to run from March 31, the date of the order setting a hearing, which would 

make an answer deadline of April 20. 

3 Respondent appears amenable to such a deadline. See Joint Prhr’g 

Statement at 9; 17 C.F.R. § 201.250(b) (providing for motions for summary 

disposition in cases designated under the 30-day timeframe once a 

respondent’s answer has been filed and documents have been made available 

under Rule 230).
3

June 6, 2022: Hearing commences in San Diego, CA, and is 

expected to last 2–4 days. My office will coordinate 

finding a location for the hearing.

 

/s/ Jason S. Patil

Administrative Law Judge