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Coy Garrison, Special Counsel

Securities and Exchange Commission

May 17, 2018

Page 2

 

Our Response:

 

In response to this comment, the Fund has expanded its risk factor disclosures to clarify that investor claims relating to the purchase of the Fund’s Series A Investor Shares, including, without limitation, claims arising under the U.S. federal securities laws or state blue sky laws, will be subject to mandatory arbitration; provided, however, that the following types of claims are not subject to arbitration: (i) claims arising under the Fund’s limited liability company agreement (“LLC Agreement”); (ii) claims asserted in small claims court or an equivalent court; or (iii) claims by the Fund seeking an injunction in connection with an investor’s breach or threatened breach of the investor’s obligations under its investment agreement with the Fund. The Fund has also expanded its risk factor disclosures to clarify the material risks to investors resulting from this mandatory arbitration provision.

 

With respect to the enforceability of the investment agreement’s arbitration provision under Delaware law, we note that the provision does not apply to claims arising under the Fund’s LLC Agreement, and therefore it is not necessary to address such provision’s enforceability as a matter of Delaware corporate or limited liability company law.  Delaware law is relevant, however, because the investment agreement contains a Delaware choice of law provision (contained in Section 12.3). We note that Delaware law mirrors federal law regarding the enforceability of contractual arbitration provisions generally. See, e.g., James Jackson LLC v. Willie Gary LLC (Del. 2006) (“Delaware arbitration law mirrors federal law …. This Court has recognized that the public policy of Delaware favors arbitration.”).

  

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Our Response

 

In response to this comment, the Fund has revised the Offering Circular to provide the name and address of the property.  As of the date of this letter, the Fund has not yet acquired this property or negotiated the definitive terms of the potential joint venture.  The Fund will provide all required disclosures regarding the property, including any required financial statements, if and when they are required.

Our Response

 

In response to this comment, the Fund has revised the Offering Circular to clarify that the Fund has complete discretion to determine the timing and amount to be sold for each subsequent closing of shares sold through Folio after reaching the minimum offering amount, and that purchasers who invest through Folio may have to wait an indefinite amount of time until the next closing is held. The Fund has further revised the Offering Circular to clarify that, because funds from subscriptions will be held by Folio in customer accounts for the exclusive benefit of its customers until such time as all conditions to each closing are met and a closing is held, Folio customers will have the right to cancel their subscription and have their funds returned to them at any time prior to the closing.

  

In response to this comment, the Fund has updated its financial statements to provide audited financial statements and accompanying notes and the report of its independent auditor for the Fund’s most recently completed fiscal year end (December 31, 2017).