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January 16, 2024
Jilliene Helman
Chief Executive Officer
RealtyMogul Apartment Growth REIT, Inc.
10573 W. Pico Blvd, PMB #603
Los Angeles, CA 90064
Re:RealtyMogul Apartment Growth REIT, Inc.
Offering Statement on Form 1-A
Filed December 20, 2023
File No. 024-12375
Dear Jilliene Helman:
            We have reviewed your offering statement 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 filed December 20, 2023
Management Compensation, page 71
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 Stockholders, page 73
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 5,289,541 shares are outstanding.
Funds from Operations and Adjusted Funds from Operations, page 102
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 Apartment Growth REIT, Inc.
 January 16, 2024 Page 2
 FirstName LastName
Jilliene  Helman
RealtyMogul Apartment Growth REIT, Inc.
January 16, 2024
Page 2
Quarterly NAV Share Price Adjustments, page 108
4.We note your disclosure surrounding your determination of NAV per share,
including disclosure included in your supplement to the offering circular filed November
1, 2023 announcing your NAV per share of $10.41 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 May 5, 2017.
Plan of Distribution, page 146
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.
General
6.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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Paul Cline at 202-551-3851 or Isaac Esquivel at 202-551-3395 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
cc:       Lauren Prevost