SecProbe.io

Mailstop 3233
March 16, 2016

Via E -mail
Michael Lehrman
Chairman and Chief Executive Officer
Rodin Global Access Property Trust, Inc.
110 E. 59th Street
New York, NY 10022

Re: Rodin Global Access Property Trust, Inc.
Draft Registration Statement on Form S -11
Submitted February 18, 2016
  CIK No. 0001666244

Dear Mr. Lehrman :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your  registration statement on
EDGAR.  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 the information you provide in response to th ese comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities  Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps,  photographs, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our  review.

Michael Lehrman
Rodin Global Access Property Trust, Inc.
March 16, 2016
Page 2

 3. Please submit all written sales materials proposed to be transmitted to prospective
investors, orally or in writing, including that intended for broker -dealer use only. Please
be aware that we will need time to review these materials. In addition , note that sales
materials must set forth a balanced presentation of the risks and rewards to investors and
should not contain any information or disclosure that is not contained in or derived from
the prospectus. For guidance, please refer to Item 19.D o f Industry Guide 5. Please also
confirm that you will continue to provide us sales materials prior to use for the duration
of the registered offering.

4. We note that you have included disclosure indicating that you may invest in loans related
to net leased commercial properties and commercial real estate related securities, and that
you may acquire properties through a joint venture ownership structure. We further note
that you intend to operate your business in a manner that will permit you to maintain an
exemption from registration under the 1940 Act. Please provide us with a detailed
analysis of the exemption that you and your subsidiaries intend to rely on and how your
investment strategy will support that exemption. Please note that we will refer your
response to the Division of Investment Management for further review.

5. Please provide us with a detailed legal analysis of the applicability of the tender offer
rules, including Rule 13e -4 and Regulation 14E, to your share repurchase plan. We urge
you to con sider all the elements of your share repurchase plan in determining whether the
program is consistent with relief granted by the Division of Corporation Finance in prior
no action letters. See, for example, T REIT Inc. (Letter dated June 4, 2001) and Wells
Real Estate Investment Trust II, Inc. (Letter dated December 3, 2003). To the extent you
have questions as to whether the program is entirely consistent with the relief previously
granted by the Division of Corporation Financ e, you may contact the divisio n’s Office of
Mergers and Acquisitions. Please note that we will refer your response to the Office of
Mergers and Acquisition for further review.

6. We note that you may conduct the share repurchase program during the offering period of
the shares being regi stered under this registration statement. Please be advised that you
are responsible for analyzing the applicability of Regulation M to your share repurchase
program. We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with the class relief granted by the
Division of Market Regulation in the class exemptive letter granted Alston & Bird LLP
dated October 22, 2007. To the extent you have questions as to whether the program is
entirely cons istent with that class exemption you may contact the Division of Trading and
Markets at 202 -551-5777.

7. We note your disclosure on page 10, stating “Our advisor ’s executives possess a unique
combination of real estate and corporate credit evaluation and in vestment expertise and,
throughout their careers, have collectively acquired, originated, structured and/or
managed over $100 billion of real estate investments consistent with our company ’s
investment strategy and over numerous real estate cycles. ”  We fu rther note your

Michael Lehrman
Rodin Global Access Property Trust, Inc.
March 16, 2016
Page 3

 disclosure on page 31, under the heading “Our sponsor and its affiliates have not
sponsored prior real estate investment programs that otherwise would be required to be
disclosed under applicable rules and regulations of the SEC, which mean s that you will
be unable to assess their prior performance with other investment programs. ”  Please
provide the disclosure required by Industry Guide 5, including any relevant prior
performance disclosure, or provide us with a detailed analysis of you bel ieve it is not
required. Please also refer to CF Disclosure Guidance: Topic No. 6.

8. Please revise the outside back cover page of the prospectus to advise dealers of their
prospectus delivery obligation, including the expiration date specified by Section 4( 3) of
the Securities Act.  Please refer to Item 502(b) of Regulation S -K.

9. We note your disclosure that you reserve the right to reallocate shares of common stock
between the classes identified.  Please provide us your analysis as to why you believe the
classes of shares are the same security for registration purposes.  We note that the classes
differ in offering price, underwriting commissions and distribution amounts.

10. Please expand your disclosure to describe factors considered in determining the offerin g
price.  See Item 505(a) of Regulation S -K.

Prospectus Cover Page

11. We note your disclosure under the heading “Liquidity” on page 24 and under the heading
“If we do not successfully implement a liquidity transaction, you may have to hold your
investment for an indefinite period ” on page 37.  Please include a summary risk factor on
your cover page to clarify, if true, that you are not required to pursue or effect a liquidity
event within a specified time frame or at all.

12. The tabular disclosure outlining proceeds to the issuer indicates that if only the minimum
offering amount is raised the company will pay no selling commissions or dealer
manager fees, and that that issuer will incur no organizational and offering costs.  This is
not consistent with discl osure on pages 15, 30, and 68.  Please revise to reconcile and
ensure the cover page includes all information required by Item 501(b)(3) of Regulation
S-K.

13. Please revise the cover to describe your escrow arrangements and disclose that if the $2
million mi nimum sales threshold is not met within one year from the date of the
prospectus, the offering will terminate and you will promptly return funds to subscribers.
Please refer to Item 501(b)(8)(iii).

Michael Lehrman
Rodin Global Access Property Trust, Inc.
March 16, 2016
Page 4

 Prospectus Summary

Compensation to Our Advisor and it s Affiliates, page 14

14. Please revise your disclosure in this table to clarify the recipient of each type of
compensation.

Reimbursement of certain offering expenses to our sponsor and its affiliates, page 19

15. Please revise to clarify the liquidity events that could trigger a reimbursement of selling
commissions paid by your sponsor.

16. We note your disclosure that you cannot determine the minimum or maximum amounts
of reimbursement of selling commissions at this time.  However, we note that in the
tables under “Estimated Use of Proceeds ” on page 67 you have quantified the minimum
and max imum amounts of the sponsor support of selling commissions and indicated that
such amounts are subject to a reimbursement under certain circumstances.  Please revise
this section to reconcile these disclosures or advise us why you believe such
reconciliati on is not necessary.

Special Units, page 19

17. We note your disclosure that Rodin Global Access Property Trust OP Holdings, LLC was
issued special units and will receive distributions on such special units equal to 15% of
your net cash flows under the circu mstances described in this section “in consideration of
services to be provided by [your] advisor. ”  Please revise to clarify the services for which
the special units and distributions thereon are consideration.

18. Please revise your disclosure to clarify a t what time(s) and with what frequency Rodin
Global Access Property Trust OP Holdings, LLC will be entitled to receive distributions
equal to 15% of your net cash flows under the circumstances described in this section.

19. We note your disclosure in this sec tion stating, “In addition, Rodin Global Access
Property Trust OP Holdings, LLC will be entitled to a separate payment if it redeems its
special units. ”  Please revise to clarify whether this “separate payment ” is the redemption
payment described in this s ection or a different payment in addition to the redemption
payment and, in the latter case, please revise to describe in more detail and to quantify
this separate payment payable upon redemption.

20. We note your disclosure in this section describing the re demption payment as the
“amount that Rodin Global Access Property Trust OP Holdings, LLC would have been
entitled to receive had our operating partnership disposed of all of its assets at the
enterprise valuation as of the date of the event triggering the redemption. ”  Please revise
to clarify how you will determine the share of the enterprise valuation to which Rodin

Michael Lehrman
Rodin Global Access Property Trust, Inc.
March 16, 2016
Page 5

 Global Access Property Trust OP Holdings, LLC will be entitled at the time of a
triggering event.

Distributions, page 22

21. Please revise your  disclosure to clarify whether the Class I shares purchased by your
sponsor pursuant to the distribution support commitment will be eligible to participate in
all distributions paid on Class I shares.

Risk Factors

If we pay cash distributions from sour ces other than our cash flow from operations, we will have
less funds available for investments and your overall return may be reduced, page 27

22. Please revise to specifically address the dilution to new investors caused by distributions
made to stockholder s that are in excess of taxable income.

Estimated Use of Proceeds, page 67

23. Please revise the table to eliminate the adjustment for the sponsor support of selling
commissions given the fact that the advisor is not gifting this amount to the issuer, but
instead will receive a contingent reimbursement right.  Since your sponsor can be
reimbursed for the selling commissions under certain circumstances in connection with a
liquidity event or upon termination of the advisory agreement by you without cause or by
the advisor with good reason, the contingent reimbursement is a cost to the business.  It is
our view that this amount should be reflected in the Use of Proceeds Table.

24. Please revise the table presenting information about use of proceeds raised in the offering
with respect to Class T shares, and footnote 4 thereto, to include a separate footnote
discussing the distribution fees payable to your dealer manager.  Additionally, please
include a reference to the new footnote in the rows labeled “Selling Comm issions” and
“Dealer Manager Fee. ”

25. Please refer to your disclosure in footnote 6 on pages 68 and 70, and footnote 5 on page
71. Please tell us how you determined the amounts of acquisition fees and acquisition
expenses presented in these footnotes and clarify whether these amounts reflect
acquisition fees and acquisition expenses that would be applicable to the entire portfolio
or just the leveraged portion.

Management, page 72

26. Please provide separate disclosure regarding the significant employees of  your advisor, or
advise us why no such disclosure is material to stockholders.  Please refer to Item 401(c)
of Regulation S -K.

Michael Lehrman
Rodin Global Access Property Trust, Inc.
March 16, 2016
Page 6

Management Compensation, page 83

27. We note your disclosure in footnote 6 on pages 68 and 70, and footnote 5 on page 71, that
compensation to be paid to your advisor may be increased subject to approval by your
independent directors and the other limitations in your advisory agreement and your
charter.  Please disclose whether you may increase the compensation payable to your
adviso r and its affiliates without notice to , or consent of,  your stockholders.

28. We note your disclosure in footnote 6, stating “maximum amount of underwriting
compensation from all sources is $90,500,000 million, which is 90.5% of the maximum
amount of gross o ffering proceeds . . . . ”  Please revise to clarify, if true, that the
maximum amount of underwriting compensation reflected in the table is 9.05% of the
maximum gross offering proceeds.  Additionally, we note your disclosure elsewhere that
you may, under certain circumstances, continue paying the distribution fee until either
total underwriting compensation paid with respect to all Class, A, Class T, and Class I
shares would be in excess of 10% of gross primary offering proceeds or total
underwriting compe nsation with respect to a particular stockholder ’s Class T shares
would be in excess of 10% of total gross offering price at the time of the investment in
the Class T Shares held in such account.  Please reconcile that disclosure to your
disclosure in foot note 6 indicating that you have assumed for purposes of this table that
total maximum underwriting compensation will be 9.05% of maximum gross offering
proceeds.

Stock Ownership, page 90

29. In a footnote to the table, please disclose the name(s) of the natural person(s) that have
ultimate voting or dispositive control over the company ’s common shares that are held by
Cantor Real Estate Investment Management, LLC.

Conflicts of Interest, page 91

30. Please revise your disclosure in this section to include al l of the disclosures required by
Item 404 of Regulation S -K or cross -references to the sections where such information
may be found.

Investment Objectives and Criteria, page 98

31. We note your disclosure that your board may revise your investment policies without the
approval of your stockholders.  Please revise to clarify how you will notify stockholders
of changes in your investment policies.

Michael Lehrman
Rodin Global Access Property Trust, Inc.
March 16, 2016
Page 7

 Underwriting Process, page 104

32. We note that you intend to invest primarily in single -tenant net leased commerc ial
properties.  We further note your disclosure regarding your procedures for evaluating
tenant creditworthiness.  Please revise to disclose whether, and if so how, you plan to
monitor the creditworthiness of your net lease tenants on an ongoing basis.

Plan of Distribution, page 167

33. We note that your executive officers and directors, as well as officers and employees of
your sponsor, your advisor and your sponsor ’s and advisor ’s affiliates and their
respective immediate family members, may pur