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United States securities and exchange commission logo
May 25, 2023
David Thompson
Chief Financial Officer
CIM Opportunity Zone Fund, L.P.
4700 Wilshire Boulevard
Los Angeles, CA 90010
Re:CIM Opportunity Zone Fund, L.P.
Form 10
Filed April 28, 2023
File No. 000-56544
Dear David Thompson:
            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 and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10 filed on April 28, 2023
Business, page 5
1.We note your disclosure that the fund invests indirectly in properties through its
investments in membership interests of the property-owning entity.  Please describe the
real estate assets and the property-owning entities in greater detail.  Also explain how you
hold membership interests and the material terms of such investments.
2.Under Opportunity Zone Tax Benefits, please clarify the consequences of the deferral
ending on December 31, 2026.  Also provide an illustrative example of the cash investors
may need to pay taxes on capital gain realized on their original investment in the
partnership.

 FirstName LastNameDavid Thompson
 Comapany NameCIM Opportunity Zone Fund, L.P.
 May 25, 2023 Page 2
 FirstName LastNameDavid Thompson
CIM Opportunity Zone Fund, L.P.
May 25, 2023
Page 2
Risk Factors, page 13
3.Please expand your disclosures to explicitly state whether you have elected to opt in to the
extended transition period for emerging growth companies under the JOBS Act for
complying with new or revised accounting standards. If so, please include a risk factor
disclosing the risks resulting from this election, including that your financial statements
may not be comparable to companies that comply with public company effective dates.
Managements Discussion and Analysis of Financial Condition and Results of Operations, page
47
4.We note your disclosure that the increase in management fees of $17,396,799 was
primarily due to the increased NAV.  Please explain why NAV increased.
5.Under incentive fees, please describe the performance objectives that were met pursuant
to the partnership agreement and explain the reasons for the allocations made by the
general partner.
6.Under net change in unrealized gain on investments, please explain the reasons for the
growth in the value of your real estate properties.
Item 2 - Financial Information
Critical Accounting Policies
Investment Valuation, page 50
7.We note that in general, multiple valuation techniques are taken into consideration when
measuring fair value, however, in certain circumstances, a single valuation may be
appropriate.   Please tell us and expand your disclosures to discuss the facts and
circumstances where a single valuation is appropriate.   In addition, for situations where
multiple valuation techniques are utilized, please tell us and expand your disclosures to
discuss the weight placed on each technique and the factors considered in determining the
weight placed on each technique.
8.Your disclosures indicate that on a quarterly basis, you evaluate fair value estimates and
judgments.   Please tell us and expand your disclosures to elaborate upon the procedures
you employ to validate techniques or models you utilize.   In addition, we note that you
engage a third-party valuation firm for all investments on a quarterly basis.  Please expand
your disclosures to discuss the role third-party valuation appraisals play in your fair value
determination and the procedures in place to resolve any material differences that may
arise between your fair value determination and the appraisals received from third parties.
Certain Relationships and Related Transactions, page 53
9.Please quantify the factors and disclose the formulas and assumptions used to calculate
incentive allocation and management fees.  Clarify who is responsible for the servicing

 FirstName LastNameDavid Thompson
 Comapany NameCIM Opportunity Zone Fund, L.P.
 May 25, 2023 Page 3
 FirstName LastNameDavid Thompson
CIM Opportunity Zone Fund, L.P.
May 25, 2023
Page 3
fees, partnership expenses, management fee offset and quantify any material amounts
paid.
10.Under Allocation of Opportunities; Co-Investments; Separate Accounts; Review Agent,
please describe the partnership's policies and procedures for the review, approval or
ratification of any conflict of interest transactions.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters, page 66
11.Please disclose recent unit prices and explain how you calculate NAV, including the
methodology, estimates and/or assumptions underlying this calculation.  For each full
quarterly period within the two most recent fiscal years and any subsequent interim period
for which financial statements are included, disclose the fund's returns.  Also quantify the
approximate number of holders of your units as of the latest practicable date.
Description of Registrant's Securities to be Registered, page 67
12.Please disclose whether the partnership has historically made distributions of cash and
describe the general partner's distribution policy.  We note on page F-14 that distributions
were made to affiliated partners in 2022.
13.Please disclose the material terms of the partnership agreement and include cross
references to your more detailed disclosure, such as related party fees and expenses
beginning on page 53.
CIM Opportunity Zone Fund, L.P. Schedule of Investments, page F-6
14.It appears that you have significant investments related to your Solar - Lenmoore, CA real
estate investments.  Please tell us your consideration in providing summarized financial
information related to such investments.
1. Organization , page F-8
15.We note your disclosure that CIM Opportunity Zone Fund GP, LLC is considered the
General Partner ("GP") of CIM Opportunity Zone Fund, L.P. Please tell us your
consideration of Rule 8-07 of Regulation S-X and the need to provide separate audited
financial statements of the GP.
2. Summary of Significant Accounting Policies
Basis of Presentation, page F-9
16.We note your disclosure that you qualify as an investment company as defined in ASC
946. Please tell us how you meet the assessment described in paragraphs 946-10-15-
4 through 15-9. In your response, please specifically address paragraph 6 of ASC 946-10-
15. Your response should provide more detail about the nature of your substantive
activities. In this regard, your response should address, but not be limited to, who

 FirstName LastNameDavid Thompson
 Comapany NameCIM Opportunity Zone Fund, L.P.
 May 25, 2023 Page 4
 FirstName LastName
David Thompson
CIM Opportunity Zone Fund, L.P.
May 25, 2023
Page 4
develops the properties, who manages the properties, and who can appoint the developers
and/or managers, if applicable.
3. Fair Value Measurements, page F-10
17.Please revise to provide a narrative description of the uncertainty of the fair value
measurement from the use of significant unobservable inputs if those inputs reasonably
could have been different at the reporting date for recurring fair value measurements
categorized within Level 3. Refer to ASC 820-10-50-2(g).
General
18.Please note that the Division of Investment Management is reviewing your filing and may
have further comments.
            We remind you that the partnership 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 Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ronald Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Raphael M. Russo, Esq.