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January 16, 2024
Jilliene Helman
Chief Executive Officer
RealtyMogul Income REIT, LLC
10573 W Pico Blvd, PMB #603
Los Angeles, CA 90064
Re:RealtyMogul Income REIT, LLC
Post-Qualification Amendment to Offering Statement on Form 1-A
Filed December 20, 2023
File No. 024-11877
Dear Jilliene Helman:
            We have reviewed your amendment and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Form 1-A-POS filed December 20, 2023
Management Compensation, page 78
1.For each of the fees listed in this section, please disclose the amount paid to your Manager
and/or its affiliates for the year ended December 31, 2023.
Principal Shareholders, page 81
2.Please provide the disclosure required by Item 403 of Regulation S-K, including the
beneficial owners of more than five percent of your shares. In your most recent Form 1-
SA, you reflect that 11,514,547 shares are outstanding.
Funds from Operations and Adjusted Funds From Operations, page 103
3.Please tell us what consideration you gave to providing your FFO and AFFO calculations
for all financial statement periods presented, including for the corresponding interim
period of the preceding fiscal year.

 FirstName LastNameJilliene  Helman
 Comapany NameRealtyMogul Income REIT, LLC
 January 16, 2024 Page 2
 FirstName LastName
Jilliene  Helman
RealtyMogul Income REIT, LLC
January 16, 2024
Page 2
Description of Our Common Shares
Valuation Policies, page 114
4.We note your disclosure surrounding your determination of NAV per share,
including disclosure included in your supplement to the offering circular filed November
14, 2023 announcing your NAV per share of $10.30 as of September 30, 2023. Please
explain to us how your NAV disclosure is consistent with your proposed disclosure
included in your template for future NAV disclosure, attached as Exhibit A to your
response letter dated June 6, 2016.
Plan of Distribution, page 144
5.With respect to the automatic investment program, please disclose whether investors
receive a notice prior to each scheduled investment and whether investors are required to
affirmatively consent to each such investment.
Exhibits
6.Please file a legal opinion covering the shares being offered by the offering circular.
General
7.Please disclose in Part I, Item 4, the shares you sold pursuant to the offering statement
within the 12 months before the qualification of this offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

 FirstName LastNameJilliene  Helman
 Comapany NameRealtyMogul Income REIT, LLC
 January 16, 2024 Page 3
 FirstName LastName
Jilliene  Helman
RealtyMogul Income REIT, LLC
January 16, 2024
Page 3
cc:       Lauren Prevost