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CIM Opportunity Zone Fund, L.P.

4700 Wilshire Boulevard

Los Angeles, CA 90010

November 6, 2023

Division of Corporate Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    CIM Opportunity Zone Fund, L.P

Amendment No. 3 to Registration Statement on Form 10

Filed September 1, 2023

File No. 000-56544

Ladies and Gentlemen:

On behalf of CIM Opportunity Zone Fund, L.P. (the “Partnership” or the “Fund”), we hereby respond to the comment letter, dated September 29, 2023 of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the above referenced Amendment No. 3 to Registration Statement on Form 10-12G filed on September 1, 2023 (the “Registration Statement”). Please note that we are simultaneously filing Amendment No. 4 to the Registration Statement on Form 10-12G (“Amendment No. 4”).

For the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the Fund’s response to the comment immediately thereafter.

Registration Statement on Form 10 filed September 1, 2023

Risk Factors

If we fail to operate our business in a manner, page 44

1.We note that the exemption under section 3(c)(5)(C) is available only to the extent that the Fund first meets the definition of investment company under section 3(a)(1) of the 1940 Act.

•Please supplementally provide a detailed legal analysis detailing under which paragraph of section 3(a)(1) of the 1940 Act the fund meets the definition of investment company.

•Please revise the disclosure on page 44 to clarify that the Fund meets the definition of investment company under Section 3(a)(1) and is therefore relying on an exemption.

Please be sure to identify under which paragraph of section 3(a)(1) the Fund meets the definition of investment company.

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

Page 2

The Fund acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 13, 15-16 and 44 of Amendment No. 4.

As disclosed in the Registration Statement, the Fund does not believe that it is an “investment company,” as such term is defined under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”). However, if, and to the extent that, in the future the Fund’s asset composition or other characteristics were to evolve such that the Fund might potentially be deemed an “investment company” within the meaning of Section 3(a)(1), the Fund would rely instead on the exception from the definition of “investment company” provided by Section 3(c)(5)(C) of the 1940 Act. The revisions to Amendment No. 4 clarify that the Fund can rely on either approach, but in all circumstances will avoid status as an “investment company” under the 1940 Act. The Fund monitors and conducts, and intends to continue to monitor and conduct, its operations and activities in order to ensure that this will continue to be the case.

Even though the Fund believes it is not an “investment company” under Section 3(a)(1), the Fund has also concluded that its current asset mix would also qualify it as a non-“investment company” under Section 3(c)(5)(C). The remainder of the Fund’s response to this Comment #1 discusses the Fund’s analysis of its status under Section 3(a)(1) of the 1940 Act, while the Fund’s analysis of Section 3(c)(5)(C) is provided in the response to Comment #2 below. Please note that the discussion in the Fund’s response to this Comment #1 and to Comment #2 below relates solely to the analysis of “investment company” status under the 1940 Act, which is separate and distinct from the analysis of whether the Fund is an investment company for purposes of ASC 946, as discussed elsewhere in this letter and in the Fund’s prior responses to Staff comments.

Section 3(a)(1)(A) of the 1940 Act defines an “investment company” as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities (the “Primarily Engaged Test”). Section 3(a)(1)(C) of the 1940 Act defines an “investment company” as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis (the “40% Test”). For these purposes, Section 3(a)(2) of the 1940 Act defines “investment securities” to include all securities except (A) Government securities, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries of the owner that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

As disclosed in Amendment No. 4, the Fund is primarily engaged in investing in infrastructure and real estate, through entities that acquire, own, develop or re-develop and operate infrastructure and real estate assets, primarily in the United States, with the objective of generating returns from the capital appreciation and investment income of these assets. The Fund’s investments in these entities typically are structured as joint ventures. The Fund’s participation in such joint ventures can be (i) managing member or manager interests in limited liability companies that primarily own real estate or infrastructure assets, (ii) general partner interests in limited partnerships that primarily own real estate or infrastructure assets, (iii)

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Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

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interests in 100% owned limited liability companies that primarily own real estate or infrastructure assets, or (iv) 99% member interests in limited liability companies for which CIM Opportunity Zone Fund GP, LLC, the general partner of the Fund (the “GP”), is the managing member (with a 1% interest).The Fund may invest in such investee entities alongside other entities that may or may not be affiliates of CIM Group, LLC (“CIM”). Each such investee entity is generally formed to hold a particular infrastructure or real estate asset.

With respect to the Primarily Engaged Test, the Fund believes that it is not engaged primarily, or holding itself out as being engaged primarily, in the business of investing, reinvesting or trading in securities, as described in Section 3(a)(1)(A) of the 1940 Act. Rather, the Fund is in the business of investing in infrastructure and real estate projects. The analysis of whether an issuer is an primarily engaged in a business is a five-factor analysis first promulgated by the Commission in its decision in Tonopah Mining Co. (the “Tonopah Factors”),  with an emphasis on how a reasonable investor would view the issuer when considering the totality of such factors.   The Fund believes that an analysis of each of the Tonopah Factors demonstrates that the Fund will not fall within the definition of an investment company under Section 3(a)(1)(A).

With respect to the 40% Test, the Fund’s holdings generally do not constitute “investment securities” for the purposes of the 1940 Act for several reasons. The Fund believes that its general partner, managing member and manager interests described in (i), (ii) and (iii) above are not “securities,” because they are interests in joint ventures that do not meet the definition of “security” under federal securities laws.1  The Fund also does not consider the investments described in (iv) above to be “securities,” but even if they were, they would be securities of either (or both) wholly owned 2 or majority-owned subsidiaries3 that primarily own real estate or infrastructure assets and do not rely on exclusions under either Section 3(c)(1) or 3(c)(7) of the 1940 Act, and therefore would not be “investment securities.” These assets collectively constitute well in excess of 60% of the Fund’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. Therefore, the Fund does not believe that it is an “investment company” under the 40% Test.

1 In SEC v. W. J. Howey Co. 328 U.S. 293 (1946),  the Supreme Court considered under what circumstances a contract constitutes an “investment contract” and therefore a “security.” Under the Howey test, an “investment contract” is: (1) a contract, transaction, or scheme whereby a person invests his or her money, (2) in a common enterprise, and (3) on an expectation of profits to be derived solely from the efforts of individuals other than the investor.    Whether an interest in a joint venture meets the third prong of Howey is a question that the Fifth Circuit addressed in Williamson v. Tucker, 645 F.2d 404, 417 (5th Cir. 1981).  Under the Williamson test interests in joint ventures are generally not securities unless certain circumstances are present.  The Fund submits that it has performed the analysis under Williamson and does not believe those circumstances are present for most of its joint ventures.

2 For purposes of this response, the term “wholly-owned subsidiary” has the meaning set forth in Section 2(a)(42) of the 1940 Act:  “Wholly-owned subsidiary” of a person means a company 95 per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning of this paragraph, is a wholly-owned subsidiary of such person.”

3 For purposes of this response, the term “majority-owned subsidiary” has the meaning set forth in Section 2(a)(24) of the 1940 Act:  “Majority-owned subsidiary” of a person means a company 50 per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning of this paragraph, is a majority-owned subsidiary of such person.”

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Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

Page 4

2.Please supplementally provide a detailed legal analysis to support your reliance on the exemption under section 3(c)(5)(C), including a discussion of how you categorize assets for such purposes. Please also revise your disclosure to discuss how your investment strategy supports reliance on that exemption.

The Fund acknowledges the Staff’s comment. As noted above, while the Fund does not believe that it is an “investment company” under Section 3(a)(1) of the 1940 Act, the Fund would also be eligible to rely on the exception to the definition of “investment company” provided by Section 3(c)(5)(C) of the 1940 Act.

Section 3(c)(5)(C) establishes two conditions that must be satisfied by a company wishing to rely on the exception:

a.First, the company must not “issue redeemable securities, face amount certificates of the installment type or periodic payment plan certificates.”4 No such instruments have been or will be issued by the Fund.

b.Second, the company must be “primarily engaged in purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.”

The Staff has provided guidance through the no-action letter process on the meaning of being “primarily engaged” in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” for purposes of Section 3(c)(5)(C). In various no-action letters, the Staff has stated that it would regard an issuer as being primarily engaged in this business, within the meaning of Section 3(c)(5)(C), if (i) at least 55% of the value of the issuer’s total assets consists of qualifying real estate interests (“Qualifying Assets”),5 (ii) at least an additional 25% of the value of the issuer’s total assets consists of real estate-type interests (“Real Estate-Related Assets”), reduced by any amount the issuer holds in excess of the 55% minimum limit for Qualifying Assets, and (iii) no more than 20% of the value of the issuer’s total assets consists of assets other than Qualifying Assets and Real Estate-Related Assets (“Miscellaneous Assets”).6

Consistent with Staff guidance, the Fund treats its interests in joint ventures in which the Fund is a general partner, or, analogously, through a limited liability company in which the Fund is a managing member or manager (including a joint venture with a limited number of other general partners, managing members or managers) and exercises the right to be active in the management and operation of the partnership and in all major decisions affecting the partnership, as Qualifying Assets, because the ownership experience is sufficiently similar to directly holding

4  For purposes of Section 3(c)(5)(C), Section 2(a)(32) of the 1940 Act defines “redeemable securities” as any security, other than short-term paper, under the terms of which the holder, upon its presentation to the issuer or to a person designated by the issuer, is entitled (whether absolutely or only out of surplus) to receive approximately his or her proportionate share of the issuer’s current net assets, or the cash equivalent thereof.

5 The Staff has also taken the position that a “qualifying asset” is an asset that represents an actual interest in real estate or is a loan or lien fully secured by real estate. See Capital Trust, Inc., SEC Staff No Action Letter (May 24, 2007).

6 See, e.g., Citytrust, SEC Staff No-Action Letter (December 19, 1990); Greenwich Capital Acceptance Inc., SEC Staff No-Action Letter (August 8, 1991); and Salomon Brothers, Inc., SEC Staff No-Action Letter (June 17, 1985).

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Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

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the underlying investment.7  The Fund conservatively treats interests in subsidiaries that may be deemed security interests in other issuers engaged in real estate businesses as Real Estate-Related Assets. Under this approach, over 55% of the value of the Fund’s total assets consist of Qualifying Assets, and over 90% of the Fund’s total assets consist of Qualifying Assets and Real Estate-Related Assets.8 Please also refer to the response to Comment #5 for an analysis of these activities under ASC 946.

Certain Relationships and Related Transactions, page 61

3.We note your response to comment 1; however, you have not disclosed the factors used in the formulas to determine the incentive allocation and management fee for the year ended December 31, 2022. Please revise or advise.

The Fund acknowledges the Staff’s comment and has revised the Registration Statement to present the management fee formula factors on an aggregate basis. Please see page 64 of Amendment No. 4.

The Fund also advises the Staff that the incentive allocation is calculated on an individual investor basis, and it is impractical to disclose the applicable factors for each investor, of which there were 2,461 limited partners (holders of units) as of June 30, 2023. As such, the Fund is providing the applicable factors on an aggregated basis for the requested period within this response letter.

For the year ended December 31, 2022, the aggregate performance amount for investors who reached the hurdle was $52,325,700, which exceeded the related aggregate hurdle amount for such investors of $28,857,321 with no loss recovery amount. Applying the methodology described in the example outlined beginning on page 63 of Amendment No. 4 on an investor-by-investor basis including application of the catch-up provision, the total realized aggregate Incentive Allocation to the General Partner was $10,465,140, which represents 20% of the aggregate performance amount.

2. Summary of Accounting