---

Our Response:

 

We have revised Part I, Item I of the Offering Statement to ensure agreement with the audited financial statements presented in Parts II and II of the Offering Statement.

 

 Our Response

 

In response to this comment, the Fund has revised the Offering Circular to add back in the disclosure regarding Mr. Lorin’s position as managing director of JEM Realty Advisors.

 

Our Response

 

In response to this comment, the Fund has revised the footnotes to its financial statements to disclose at page 8 thereof that the Fund is due a refund from overpayment of the costs associated with this offering in the amount of $20,000. This amount was due as of December 31, 2016 and will be refunded to the Fund in 2017.

 

---

Thomas Kluck, Legal Branch Chief

Securities and Exchange Commission

August 11, 2017

Page 3

Our Response

 

The common shares were issued to the Manager in connection with the formation of the Fund to reflect that the Manager was at that time the sole equity owner of the Fund. The Fund has revised the footnotes to its financial statements to disclose at pages 9 and 10 thereof that given the absence of quoted prices in active markets for, and the lack of previous sales of, the Fund’s common shares, the Fund determined that the fair value of such shares was zero and that therefore no capital was paid into the Fund at the time of issuance. In making this determination, the Fund considered that there had been no transactions or activity prior to or immediately subsequent to the issuance of the common shares to the Manager, other than the incurrence of start-up expenses.

 

Our Response

 

In response to this comment, the Fund has revised Table IV of Appendix A – Results of Prior Programs to provide the disclosure as set forth in CF Disclosure Guidance Topic No. 6. Specifically, the Fund has revised Table IV to add the “median annual leverage” and “annualized return on investment” as provided in CF Disclosure Guidance Topic No. 6.