SecProbe.io

December 2, 2019
Vikram S. Uppal
Chief Executive Officer
Terra Property Trust, Inc.
550 Fifth Avenue
6th Floor
New York, NY 10036
Re:Terra Property Trust, Inc.
Form 10-12G
Filed November 6, 2019
File No. 000-56117
Dear Mr. Uppal:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-12G
General
1.We note that you intend to operate your business in a manner that will permit you to
maintain an exemption from registration under the Investment Company Act of 1940, as
amended.  Please be advised that you are responsible for analyzing how your investments,
investment strategy and business model will support that exemption. The staff has not
reviewed and does not necessarily concur with disclosure with respect to the availability
of that exemption.
2.We note that your shares are currently held by only two entities, as disclosed on page 38.
Please revise your disclosure to clarify how you determined that you will qualify as a
REIT.

 FirstName LastNameVikram S. Uppal
 Comapany NameTerra Property Trust, Inc.
 December 2, 2019 Page 2
 FirstName LastName
Vikram S. Uppal
Terra Property Trust, Inc.
December 2, 2019
Page 2
Exclusive Forum, page 89
3.We note that your forum selection provision identifies the Circuit Court for Baltimore
City, Maryland, as the exclusive forum for certain litigation, including any "derivative
action."  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your disclosure to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please revise your disclosure to clarify this and
ensure that the exclusive forum provision in the governing documents states this clearly.
            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.
            You may contact Paul Cline at 202-551-3851 or Eric McPhee at 202-551-3693 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jake Farquharson, Esq.