SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        January 5, 2011  Mr. Richard R. Lavin Executive Vice President and Secretary Cole Advisor Retail Income REIT, Inc. 2575 East Camelback Road, Suite 500 Phoenix, AZ  85016
Re: Cole Advisor Retail Income REIT, Inc.
Amendment No. 1 to Regist ration Statement on
Form S-11 Filed December 6, 2010
  File No. 333-169535

Dear Mr. Lavin:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We have reviewed your response to comment 2 from our letter dated October 21, 2010.
Please be advised that we will not be in a position to declare your registration effective
until such time as the Office of Mergers and Acquisitions has completed its review of your request for no-action relief.
 How is an investment in shares of your commen t stock different from investing in shares of
listed REIT?, page 3
 2. We note your response to comment 11.  To provide  balance, please revise to highlight the
lack of liquidity associated with your shares and clarify th at while the NAV may be less
correlated with the market, shareholders’ abil ity to access such value is limited to the
redemption plan, which may also be modifie d, suspended, or terminated at your option.

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
January 5, 2011
Page 2

Q: Will I be charged upfront selling commissions?, page 7
 3. We refer to your statement that you have no upfront selling commi ssions, but that you
will instead pay ongoing distribution fees to  your dealer manager. Please include a
statement here and elsewhere in the prospectus , as appropriate, that you will be liable for
these fees until such time as underwriting comp ensation limits have been reached, if true.
 Valuation Policies, page 18

 4. We note the revised disclosure that you e xpect to experience a portfolio premium over
time.  Please clarify your use of the term “ portfolio premium” and provide your basis for
such expectation in th e appropriate section.
 Use of Proceeds, page 56

 5. Considering the distribution fee will paid for several years after your  escrow period ends
and may be sourced by offering proceeds and would not be available for investment, it
would appear appropriate to in clude an estimated dealer-manager distribution fee for the
length of the offering.  Please tell us why disc losure of the maximum fee is not material.
 6. We refer to your disclosure in the third paragraph that after your first year you expect all
distribution costs will be paid  from operating cash flow. In the event your operating cash
flow is not sufficient to cover these costs, please clarify if costs may be paid from
offering proceeds or borrowings.  Also, if you are able to exceed the 1% limitation after
the first year, please tell us how you have determined that 99% of the gross offering
proceeds will be available for investment over the duration of this offering.
 7. Please clarify if you are able to use offering proceeds to pay the advi sory fee and record
keeping fee, or if such fees will be de ferred until such time as you have operating cash
flow with which to pay such fees.
 The Advisor, page 84

 8. We note your response to comment 23 and the re vised disclosure on page 84 referring to
your advisor’s affiliates.  Please revise to clar ify if your advisor will have any assets with
which to remedy any breach of fiduciary duty.
 Compensation, page 91

 9. Please include a footnote to the Upfront Selli ng Commission to clarify that investors will
be subject to any fees ch arged by their broker for purch asing your securities.
 10. We refer to your disclosure on page 153 that you may pay a shareholder servicing fee to
certain broker-dealers.  Please include this f ee in the Compensation section. If this fee is

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
January 5, 2011
Page 3
to be paid out of funds payable to the transf er agent as part of its record keeping fees,
please clarify here and in the Plan of Distribution section.
 Prior Performance Summary, page 106

 Adverse Business and Other Developments, page 111

Distributions and Redemptions, page 112
 11. We note your disclosure that there was not sufficient cash available for Cole Credit
Property Trust I’s share redemption pr ogram in 2008, 2009 and 2010.  Please discuss
whether any redemption requests have not b een satisfied and include the amount of
redemption requests outstanding.  If the rede mption program has been suspended, please
explain.  Please also include any related ri sk factors in the risk  factors section.
 12. We note your disclosure that requests to rede em 3.9 million shares went unfilled by Cole
Credit Property Trust II’s share redemption prog ram.  Please clarify if these were invalid
redemption requests or if they remain outstan ding.  If they are outstanding requests,
include the dollar amount of th e redemption requests outstanding.

Financial Statements and Notes

 Note 3 – Summary of Significant Accounting Policies

 Organization and Offering Expenses, page F-5

 13. Tell us what consideration was given to di sclosing the amount of organizational and
offering costs incurred to date.  In that regard, if any material  amounts were incurred
subsequent to the balance sheet date, this information should at a minimum be disclosed
as a subsequent event.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
January 5, 2011
Page 4
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Wilson Lee, Staff Accountan t, at (202) 551-3468 or Cicely Lamothe,
Accounting Branch Chief, at (202) 551-3413 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Kristina Aberg, Attorney-Advisor, at
(202) 551-3404 or me at (202) 551- 3386 with any other questions.

Sincerely,

Duc Dang Senior Counsel
 cc: Ettore A. Santucci, Esq.  Goodwin Proctor LLP