Exhibit 15.4

Goodwin Procter LLP Counsellors at Law New York Times Building 620 Eighth Avenue New York, NY 10018

T: 212.813.8800 F: 212.355.3333 goodwinprocter.com

February 10, 2017

VIA EDGAR AND OVERNIGHT MAIL

Submitted December 14, 2016
CIK No. 0001660987

Dear Ms. Gowetski:

This letter is submitted on behalf of Fundrise For-Sale Housing eFUND – Los Angeles CA, LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated January 10, 2017 (the “Comment Letter”) with respect to the Company’s draft Offering Statement on Form 1-A (CIK No. 0001660987) submitted for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended, to the Commission on December 14, 2016, relating to the Company’s offering of up to $50,000,000 in common shares (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for non-public review Amendment No. 1 to the draft Offering Statement (the “Amended Submission”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Submission. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Submission.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 2

General

Response to Comment No. 1

In response to the Staff’s comment, the Company has revised its disclosure to further clarify the meaning of “homebuyer investors” by adding the following to the “Questions and Answers About This Offering” section of the offering circular:

Q:            What is a “homebuyer investor”?

A:            A “homebuyer investor” is an investor in the eFund^TM, or any of the other various clients of Fundrise Advisors, LLC, who may one day be interested in buying a home that may be offered for sale by the Company.

The Company advises that the common shares purchased by shareholders who become “homebuyer investors” will not differ in any respect from the common shares purchased by shareholders who do not become “homebuyer investors.” Each of the securities offered pursuant to the offering circular will be entitled to only those rights set forth in the offering circular under “Description of Our Common Shares.” However, the Company’s Manager, in an effort to lower the Company’s investment risk, may choose, but is not obligated, to (i) sell For-Sale Housing to “homebuyer investors” at lower than market prices and/or (ii) provide certain other incentives to “homebuyer investors”, as stated in the offering circular:

While we intend to use our best efforts to obtain the best price possible, in an effort to provide a greater risk adjusted return, the Manager may choose to sell any for-sale home to homebuyer investors at a price lower than the highest theoretical price obtainable if the home were widely marketed, to provide a rebate or financial incentive to homebuyer investors, to give homebuyer investors first-access or first-right to purchase homes before being widely marketed, and generally may choose to give homebuyer investors advantages and economic benefits for purchasing a home that an unrelated, unknown third party would not receive. We intend these incentives to be made solely available to homebuyer investors, and not to homebuyers generally, with an aim to lower the investment risk associated with the sales process.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 3

In addition, in an effort to attract what the Company believes is a built-in pool of likely homebuyers, the Company will target the marketing of both the Company and the For-Sale Housing to potential “homebuyer investors” in the Los Angeles, CA metropolitan statistical area. However, all investors in the Company (and in certain other Fundrise programs), regardless of geographic location, will have an opportunity to become “homebuyer investors” and, if the Manager elects to sell any of the For-Sale Homes at less than market prices and/or to provide other incentives, to take advantage of such incentives.

Response to Comment No. 2

The Company has advised that it expects all of its assets, other than cash held by it directly, to be held through its wholly-owned and majority-owned subsidiaries (“Subsidiaries”). With respect to Subsidiaries holding real estate-related debt, the Company expects those Subsidiaries to qualify for the exclusion from regulation as an investment company afforded by Section 3(c)(5)(C) of the Investment Company Act.

Section 3(c)(5)(C) generally excludes from the definition of investment company any company that is engaged primarily in the business of “purchasing or otherwise acquiring mortgages and other liens on and interest in real estate”. The Staff has provided guidance through various interpretive and no-action letters on the meaning of being engaged primarily in the business of purchasing or otherwise acquiring mortgage and other liens on and interests in real estate for purposes of Section 3(c)(5)(C). The Staff has stated that it would regard an issuer as being engaged primarily in said business if (1) at least 55% of the value of the issuer’s assets consists of real estate interests (“Qualifying Assets”), (2) at least 80% of the value of the issuer’s assets consists of investments in (a) Qualifying Assets plus (b) other assets that are not Qualifying Assets but are real estate-related assets (“Real Estate Related Assets”) and (3) no more than 20% of the value of the issuer’s assets consists of assets other than Qualifying and Real Estate Related Assets. (NAB Asset Corp., SEC No-Action Letter (June 20, 1981)). The Company expects certain of its Subsidiaries to hold the commercial mortgage loans and other commercial real estate related assets that the Company originates or acquires under this exclusion.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 4

Pursuant to the foregoing, certain of the Company’s Subsidiaries will treat their real estate-related debt investments which will consist of first mortgage loans, B-Notes and mezzanine loans as Qualifying Assets as more fully described below.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 5

Response to Comment No. 3

In response to the Staff’s comment, the Company has reviewed the applicability of the tender offer rules to its share repurchase program in determining that the program is consistent with the relief granted by the Division of Corporation Finance in prior no action letters and acknowledges that it is responsible for analyzing the applicability of the tender offer rules to its share repurchase program. The Company will contact the Division’s Office of Mergers and Acquisitions with any questions regarding the share repurchase program’s consistency with relief previously granted by the Division of Corporation Finance.  

Response to Comment No. 4

In response to the Staff’s comment, the Company has reviewed the applicability of Regulation M to its share repurchase program and acknowledges that it is responsible for analyzing the applicability of Regulation M to its share repurchase program.  The Company will contact the Division of Trading and Markets with any questions regarding the share repurchase program’s consistency with relief previously granted by the Division of Market Regulation.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 6

Offering Summary, page 13

Response to Comment No. 5

In response to the Staff’s comment, the Company has revised its disclosure in both the “Offering Summary” section of Amended Submission, at page 24, and also in the “Risk Factors” section of the Amended Submission, at page 60, to address issues investors may face as a result of receiving a Schedule K-1.

Valuation Policies, page 20

Response to Comment No. 6

Please see Exhibit A for the template the Company expects to use for future NAV disclosures, which is consistent with a similar NAV template that we understand was reviewed and accepted as part of the Rich Uncles S-11 review process.

Response to Comment No. 7

In response to the Staff’s comment, the Company has revised its disclosure relating to the calculation and disclosure of its NAV to indicate that beginning December 31, 2018, NAV will be adjusted and disclosed at the end of each semi-annual period, or such other period as determined by the Company’s Manager in its sole discretion, but no less frequently than annually. The disclosure has been further revised to indicate that the Company’s Manager has initially determined to adjust NAV semi-annually.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 7

Response to Comment No. 8

In response to the Staff’s comment, the Company has updated its disclosure with the following description of its asset management team:

As of the date of this Offering Circular, our sponsor’s real estate and accounting teams are composed of eighteen professionals with more than 100 years of combined experience. Of these professionals, the primary real estate management team is made up of three officers of our sponsor, two real estate vice presidents, three real estate senior associates, four real estate analysts, and five accountants. All of these professionals play a role in asset management because our sponsor takes a “cradle to grave” approach to asset management, meaning that the real estate team that closes a deal is then responsible for asset management of the property for the life of the investment.

Members of our sponsor’s real estate team have previously worked as real estate developers, fund managers, real estate brokers, and home-builders, while members of our sponsor’s accounting team have worked as auditors, fund accountants, and property accountants. Prior to being employed by our sponsor, these team members accumulated direct management experience with real estate development, fund management, leasing, construction and financing in excess of $2 billion of real estate, not including their experience with our sponsor.

In the five years since launching, our sponsor’s real estate and accounting teams have acquired and asset managed more than 75 real estate properties totaling in excess of $1 billion in asset values. Throughout 2015 and 2016, our sponsor’s real estate and accounting teams have worked with outside valuation experts in determining the Net Asset Value calculation for both the Fundrise Real Estate Investment Trust LLC and Fundrise Equity REIT LLC. Based on this experience, our sponsor believes that its real estate team has a more intimate and detailed understanding of the properties than typical outside consultants and that its real estate and accounting teams can more accurately estimate the NAV of the Company.

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 8

In addition, our sponsor believes that it will ultimately be much more cost effective and efficient to produce NAV through its own real estate and accounting teams than through the use of outside valuation consultants.

In addition, the Company has revised the disclosure to include the risks inherent in having NAV calculated internally, including that there can be no assurance that the estimates used by our sponsor’s internal accountants and asset management team to calculate our NAV, or the resulting NAV, will be identical to the estimates that would be used, or the NAV that would be calculated, by an independent consultant, and that there may be conflicts of interest that arise out of having NAV calculated by our sponsor.

Management, page 66

Recent Developments Regarding our Manager’s Executive Officers, page 69

Response to Comment No. 9

In response to the Staff’s comment, the Company has revised its disclosure regarding the Public Accounting Firm’s report to be consistent with Item 17.11(a)(ii) of Part III to Form 1-A as well as Question 233.02 of the CD&I. Item 11.11(a)(ii) requires the written consent of the expert that “authored any portion of a report quoted or summarized as such in the offering statement, expressly stating their consent to the use of such quotation or summary.”

In the context of a registration statement under the Securities Act of 1933, as amended, the Staff has addressed the requirement of written consents in Question 233.02 of the CD&I. Specifically, the Staff clarified that a written consent is not required “simply because the registrant used or relied on the third party expert’s report . . . in connection with the preparation of a Securities Act registration statement.” Rather, the Staff explained that the key issue was whether the “related statement included or incorporated in a registration statement is a statement of the third party expert or a statement of the registrant.” The Staff went on to note that a written consent would not be required in a situation where “the disclosure states that management or the board prepared the purchase price allocations and in doing so considered or relied in part upon a report of a third party expert, or provides similar disclosure that attributes the purchase price allocation figures to the registrant and not the third party expert. . . .”

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 9

The Company believes its revised disclosure on page 69 of the Amended Submission comes within the Staff’s clarification in Question 233.02 of the CD&I. Specifically, the Company has revised its disclosure to attribute its findings with respect to Mr. McCord’s allegations to the Company’s own investigation after considering or relying upon the report of the Independent Accounting Firm:

Based on the results of its own investigation, as supported by the report of the Independent Accounting Firm, our sponsor continues to believe that there is no merit or reasonable basis to Mr. McCord's allegations.

In addition, the Company has revised its disclosure to attribute its findings with respect to the sponsor’s Project Dependent Note investment program to the Company’s own analysis after considering or relying upon the Independent Accounting Firm’s review:

Finally, the Independent Accounting Firm was engaged to review the cash inflows and outflows with respect to our sponsor’s Project Dependent Note (defined below) investment program. Based on such review, which included tracing funds to the applicable investment and bank statements, our sponsor concluded that all funds received and distributed (through interest and repayment) were appropriately accounted for without exception.

Prior Performance Summary, page 114

Response to Comment No. 10

In response to the Staff’s comment, the Company has reviewed Section 8.A(2) of Industry Guide 5 and does not believe any adverse business development or condition in the Originated Program requires additional disclosure in the “Prior Performance Summary”. Please note that in its Offering Statement, the Company has already disclosed in the “Management” section, as well as the “Subsequent Events” section of the Notes to the Financial Statements, the termination of Mr. Michael S. McCord as the Manager’s Chief Financial Officer and Treasurer and the appointment of Mr. Benjamin S. Miller as the Manager’s Interim Chief Financial Officer and Treasurer on February 9, 2016.

Index to Financial Statements of Fundrise For-Sale Housing eFund – Los Angeles CA, LLC, page F-1

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 10

Response to Comment No. 11

In response to the Staff’s comment, the Company has amended its offering statement to provide updated financial statements as of June 30, 2016.

Response to Comment No. 12

Our sponsor has agreed to allocate legal fees incurred in establishing its first ten (10) similarly structured eREIT programs such that no one such eREIT program incurs legal fees in excess of $312,500 per program. The LA For-Sale eFund is not a real estate investment trust program; it is a new product. The Company’s sponsor has determined that it would not be appropriate to allocate costs associated with the establishment of its eREIT programs to this new product. The LA For-Sale eFund is, therefore, not considered a “future program” and will not be allocated any associated excess organizational and offering costs otherwise incurred by the eREIT programs.

[Remainder of this page left intentionally blank]

Ms. Jennifer Gowetski

Division of Corporation Finance

February 10, 2017

Page 11

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

Exhibit A

FUNDRISE FOR-SALE HOUSING EFUND – LOS ANGELES CA, LLC

SUPPLEMENT NO. __ DATED _________, 20__

TO THE OFFERING CIRCULAR DATED _________, 20__

FUNDRISE FOR-SALE HOUSING EFUND – LOS ANGELES CA, LLC

SUPPLEMENT NO. __ DATED _________, 20__

TO THE OFFERING CIRCULAR DATED _________, 20__

This supplement No. __ is part of the offering circular of Fundrise For-Sale Housing eFUND – Los Angeles CA, LLC and should be read in conjunction with the offering circular. Terms used in this supplement No. __ and not otherwise defined herein have the same meanings as set forth in our offering circular and any supplements thereto. The purpose of this supplement is to disclose:

_______________________

*as applicable

Semi-Annual Pricing Supplement

As of ______, 20__, our NAV per common share is $____. This NAV per common share shall be effective through ________, 20__, unless updated to us prior to that time. The NAV that was in effect prior to            , 20    , was $________ per common share.

Components of NAV

The following sets forth the calculation of NAV for our common shares:

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

On _____, 20__, the Company announced that its net asset value per share (“NAV”) as of ____, 20__ is $___ per share of our Common Shares. This NAV per common share shall be effective until ____, 20__, unless updated by us prior to that time.

As described in the section titled “Valuation Policies” of our offering circular, our goal is to provide a reasonable estimate of the market value of our shares on a semi-annual basis (or such other periodic basis as determined by the Manager in its sole discretion, but no less frequently than annually), with the understanding that our common shares are not listed or traded on any stock exchange or other marketplace. However, the majority of our assets will consist of land acquired for the development and sale of For-Sale Housing, including some commercial or residential properties that can be repurposed into For-Sale Housing, and, as with any commercial real estate valuation protocol, the conclusions reached by our sponsor’s internal accountants or asset management team, as the case may be, will be based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets and investments. In addition, for any given semi-annual period (or such other period as determined by the Manager in its sole discretion, but no less frequently than annually), our published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable. As a result, the calculation of our NAV per share may not reflect the precise amount that might be paid for your shares in a market transaction, and any potential disparity in our NAV per share may be in favor of either shareholders who redeem their shares, or shareholders who buy new shares, or existing shareholders. However, to the extent quantifiable, if a material event occurs in between updates of NAV that would cause our NAV per share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on our website.

Our sponsor’s internal accountants and asset management team calculated our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, as determined by our sponsor’s asset management team, including related liabilities, which may be updated upon the occurrence of certain material events, (2) the price of liquid assets for which third party market quotes are available, (3) accruals of our periodic distributions and (4) estimated accruals of our operating revenues and expenses. [In addition, for our ____, 20__ and ____, 20__ NAV calculation, our internal accountants engaged an independent third-party to prepare a valuation review report to be used in conjunction with determining our NAV per common share. There can be no assurance that our internal accountants will engage such independent party in connection with future calculations of our NAV per common share.]

We generally receive financial and other reporting from our borrowers or unconsolidated subsidiaries on a quarterly basis, so the estimated values of each of our commercial real estate assets and investments included on each NAV reporting date are generally based on the latest financial and other information reported to us or otherwise available to us, which has been rolled forward through the NAV reporting date for accruals and other items. For investments made within the previous or current [semi-annual] [annual] period where we have not received our first set of reporting data from our investments, our NAV is generally based on the information we used during our regular underwriting processes and in consideration of other market data available to us. We are not aware of any events that would have a material impact on the estimated values included herein that occurred between the date of the latest information we received with respect to our investments and the NAV reporting date.

The per share purchase price of our Common Shares will continue to be $__ per share, as the per share purchase price shall be the greater of the then-current NAV per common share or $__. This price per share shall be effective until the next announcement of price per share by the Company, which is expected to happen within a commercially reasonable time after ____, 20__, unless updated by us prior to that time. Redemptions of Common Shares shall be made pursuant to our redemption plan based on the then-current NAV per Common Share.

Historical NAV Information

Below is the [semi-annual] [annual] NAV per common share, as determined in accordance with our valuation policies, for each [semi-annual] [annual] period from ____, 20__ to ____, 20__.

Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018   goodwinlaw.com +1 212 813 8800

March 17, 2017

Via EDGAR AND OVERNIGHT Mail

Dear Ms. Gowetski:

This letter is submitted on behalf of Fundrise For-Sale Housing eFUND – Los Angeles CA, LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated March 14, 2017 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to its draft Offering Statement on Form 1-A (CIK No. 0001660987) submitted for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended, to the Commission on February 13, 2017, relating to the Company’s offering of up to $50,000,000 in common shares (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for non-public review Amendment No. 2 to the draft Offering Statement (the “Amended Submission”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Submission. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Submission.

In addition, attached hereto as Exhibit A, is an updated version of the template the Company expects to use for future net asset value disclosures.

Ms. Jennifer Gowetski
Division of Corporation Finance

March 17, 2017

Page 2

General

Response to Comment No. 1

In response to the Staff’s comment, the Company has revised the disclosure to specifically describe a “homebuyer investor” as an investor in one or more of the programs sponsored by the Company’s sponsor who ultimately buys a home from the Company.

Response to Comment No. 2

In response to the Staff’s comment, we have reached out to Ms. Plesset in the Division of Investment Management, and will discuss any Investment Company Act and Investment Advisers Act matters directly with Ms. Plesset.

Appendix A

Response to Comment No. 3

In response to the Staff’s comment, the Company has revised the disclosure to remove references to “market value” of its shares throughout the offering statement and to clarify that there is no market value for its shares as they are not listed or traded.

Ms. Jennifer Gowetski
Division of Corporation Finance

March 17, 2017

Page 3

Please note that we continue to evaluate your NAV disclosure and we may have further comments.

Response to Comment No. 4

In accordance with the Manager’s valuation policy, the net asset value estimates used in calculating the value of the Company’s shares are determined using the following process. First, the Company’s sponsor’s asset management team presents a valuation recommendation to the sponsor’s internal accounting department, with supporting analysis, which includes estimates of the Company’s underlying real estate values along with estimates of its investment instrument values (and may or may not include a third-party expert valuation report). Second, the sponsor’s internal accounting department calculates the Company’s total valuation and share price utilizing the sponsor’s asset management team’s recommendations. Third, the investment-level valuation recommendations and total fund valuations are presented to the Manager’s investment committee for review and approval, with final reports issued to investors in the eFund^TM only after the Manager’s investment committee approves all valuations and implied share prices.

The primary valuation method the Manager expects to employ in estimating the value of the Company’s For-Sale Housing assets is the Sales Comparison Method. Under the Sales Comparison Method, the Manager will assess relevant sales to determine comparable metrics, such as price per square foot or price per home in order to calculate a value for a given asset. The Manager will then compare the comparable sales price to the costs of the development of the asset (including estimated land, construction, financing, architectural, engineering and other soft costs) in order to ascertain the implied net value of the investment. When conducting this analysis, the Manager will leverage market research and its experience and reasonable judgment to make decisions regarding many assumptions, such as timeline to completion, zoning and entitlement risk, future interest rate environment, future sale prices, surrounding neighborhood dynamics, home design, layout, depth of market, and the consumer target segment (in particular, demographics, income bracket, and other lifestyle considerations).

For example, a possible home development in Los Angeles may have a per unit cost of:

Ms. Jennifer Gowetski
Division of Corporation Finance

March 17, 2017

Page 4

The Manager analyzes nearby comparable homes sales to determine the potential sales price, taking into account the age of the product, finish level, size, layout, design, amenities, school district and other major price drivers to determine an average comparable net sales price, after deducting marketing and sales costs.

The Manager believes the value of the investments are primarily driven by the net sales price less the total development costs, which value is then discounted by the key execution risks of entitlement, construction, and sale. The sensitivity of these estimates to changes in the key risks are approximately pro-rata.

* * * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

Sincerely,

/s/ Mark Schonberger

Mark Schonberger

Exhibit A

FUNDRISE FOR-SALE HOUSING EFUND – LOS ANGELES CA, LLC

SUPPLEMENT NO. __ DATED _________, 20__

TO THE OFFERING CIRCULAR DATED _________, 20__

FUNDRISE FOR-SALE HOUSING EFUND – LOS ANGELES CA, LLC

SUPPLEMENT NO. __ DATED _________, 20__

TO THE OFFERING CIRCULAR DATED _________, 20__

This supplement No. __ is part of the offering circular of Fundrise For-Sale Housing eFUND – Los Angeles CA, LLC and should be read in conjunction with the offering circular. Terms used in this supplement No. __ and not otherwise defined herein have the same meanings as set forth in our offering circular and any supplements thereto. The purpose of this supplement is to disclose:

_______________________

*as applicable

Semi-Annual Pricing Supplement

As of ______, 20__, our NAV per common share is $____. This NAV per common share shall be effective through ________, 20__, unless updated by us prior to that time. The NAV that was in effect prior to            , 20    , was $________ per common share.

Components of NAV

The following sets forth the calculation of NAV for our common shares:

BALANCE SHEETS (UNAUDITED)

On _____, 20__, the Company announced that its net asset value per share (“NAV”) as of ____, 20__ is $___ per share of our Common Shares. This NAV per common share shall be effective until ____, 20__, unless updated by us prior to that time.

As described in the section titled “Valuation Policies” of our Offering Circular, as there is no market value for our shares as they are not expected to be listed or traded, our goal is to provide a reasonable estimate of the value of our shares on a semi-annual basis. However, the majority of our assets will consist of land acquired for the development and sale of For-Sale Housing, including some commercial or residential properties that can be repurposed into For-Sale Housing, and, as with any commercial real estate valuation protocol, the conclusions reached by our sponsor’s internal accountants or asset management team, as the case may be, will be based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets and investments. In addition, for any given semi-annual period, our published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable. As a result, the semi-annual calculation of our NAV per share may not reflect the precise amount that might be paid for your shares in a market transaction, and any potential disparity in our NAV per share may be in favor of either shareholders who redeem their shares, or shareholders who buy new shares, or existing shareholders. However, to the extent quantifiable, if a material event occurs in between semi-annual updates of NAV that would cause our NAV per share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on our website.

Our internal accountants calculated our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events (2) semi-annual updates in the price of liquid assets for which third party market quotes are available, (3) accruals of our periodic distributions and (4) estimated accruals of our operating revenues and expenses. [In addition, for our ____, 20__ and ____, 20__ NAV calculation, our internal accountants engaged an independent third-party to prepare a valuation review report to be used in conjunction with determining our NAV per common share. There can be no assurance that our internal accountants will engage such independent party in connection with future calculations of our NAV per common share.]

We generally receive financial and other reporting from our borrowers or unconsolidated subsidiaries on a quarterly basis, so the estimated values of each of our commercial real estate assets and investments included on each NAV reporting date are generally based on the latest financial and other information reported to us or otherwise available to us, which has been rolled forward through the NAV reporting date for accruals and other items. For investments made within the previous or current semi-annual period where we have not received our first set of reporting data from our investments, our NAV is generally based on the information we used during our regular underwriting processes and in consideration of other market data available to us. We are not aware of any events that would have a material impact on the estimated values included herein that occurred between the date of the latest information we received with respect to our investments and the NAV reporting date.

The per share purchase price of our Common Shares will continue to be $__ per share, as the per share purchase price shall be the greater of the then-current NAV per common share or $__. This price per share shall be effective until the next announcement of price per share by the Company, which is expected to happen within a commercially reasonable time after ____, 20__, unless updated by us prior to that time. Redemptions of Common Shares shall be made pursuant to our redemption plan based on the then-current NAV per Common Share.

Historical NAV Information

Below is the semi-annual NAV per common share, as determined in accordance with our valuation policies, for each semi-annual period from ____, 20__ to ____, 20__.