SecProbe.io

<DOCUMENT>
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<TEXT>
 March 11, 2025

Ziv Sapir
Chief Executive Officer
CIM Real Estate Finance Trust, Inc.
Comrit Investments 1, Limited Partnership
9 Ahad Ha am Street
Tel Aviv, Israel 6129101

 Re: CIM Real Estate Finance Trust, Inc.
 Comrit Investments 1, Limited Partnership
 Schedule TO-T/A filed March 10, 2025 filed by Comrit Investments
Ltd. et. al
 File No. 005-87389
Dear Ziv Sapir:

 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 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.

Schedule TO-T/A filed March 10, 2025
General

1. We note that on March 10, 2025, you issued a press release stating that
you amended
 the expiration date of the Offer, such that the Offer will expire on
March 11, 2025,
 instead of March 26, 2025. Please advise how publishing the press
release one
 business day before the new expiration date complies with Rule
14d-4(d)(1), which
 requires dissemination of the press release "in a manner reasonably
designed to
 inform security holders of [the] change."
2. We note your disclosure in the press release that "[t]he minimum period
during
 which the Offer must remain open following any material change in the
terms of the
 Offer is generally 10 business days to allow for adequate dissemination
to
 shareholders." Please advise how keeping the Offer open for one business
day
 following the amendment in the expiration date comports with such
disclosure.
 March 11, 2025
Page 2

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 7, 2024
Nathan D. DeBacker
Chief Financial Officer
CIM Real Estate Finance Trust, Inc.
2398 East Camelback Road, 4th Floor
Phoenix, AZ 85016
Re:CIM Real Estate Finance Trust, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 000-54939
Dear Nathan D. DeBacker:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Seth K. Weiner

404-504-7664

sweiner@mmmlaw.com

www.mmmlaw.com

May 3, 2024

VIA EDGAR

William Demarest

Isaac Esquivel

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, DC  20549

Re:     CIM Real Estate Finance Trust, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed March 28, 2024

File No. 000-54939

Dear William Demarest and Isaac Esquivel:

On behalf of CIM Real Estate Finance Trust, Inc. (the “Registrant”), please find transmitted herein for filing the Registrant’s response to comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated April 22, 2024 relating to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed March 28, 2024 (the “Form 10-K”).

Form 10-K for the Fiscal Year Ended December 31, 2023

Notes to Consolidated Financial Statements

Note 10 – Repurchase Facilities, Notes Payable and Credit Facilities, page F-36

Comment No. 1:  We note that you use repurchase agreements to finance certain assets.  Please consider expanding your disclosure to quantify the average quarterly balance of your repurchase agreements for each period included in your financial statements.  In addition, consider quantifying the period end balance for each of those quarters, the maximum balance at any month-end and explaining the causes and business reasons for any significant variances among these amounts.

Phone: 404.233.7000 | www.mmmlaw.com

1600 Atlanta Financial Center | 3343 Peachtree Road, NE | Atlanta, Georgia 30326

Atlanta  -  Raleigh-Durham  -  Savannah  -  Washington, DC

MORRIS, MANNING & MARTIN, LLP

William Demarest

Isaac Esquivel

Securities and Exchange Commission

May 3, 2024

Page 2

Response:  The Registrant hereby confirms that its future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q will include disclosure to quantify the average quarterly balance of the Registrant’s repurchase agreements for each period included in the applicable financial statements.  In addition, such disclosure will quantify the period-end balance for each of those quarters, disclose the maximum balance at any month-end and explain the causes and business reasons for any significant variances among these amounts.

*  * *  *  *

The Registrant understands that the Registrant 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.  If you have any questions regarding this filing, please do not hesitate to contact the undersigned at (404) 504-7664.

Best regards,

MORRIS, MANNING & MARTIN, LLP

/s/ Seth K. Weiner

Seth K. Weiner

cc:     Nathan D. DeBacker

    Laura Eichelsderfer

United States securities and exchange commission logo
April 22, 2024
Nathan D. DeBacker
Chief Financial Officer
CIM Real Estate Finance Trust, Inc.
2398 East Camelback Road, 4th Floor
Phoenix, AZ 85016
Re:CIM Real Estate Finance Trust, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 000-54939
Dear Nathan D. DeBacker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
Note 10 - Repurchase Facilities, Notes Payable and Credit Facilities, page F-36
1.We note that you use repurchase agreements to finance certain assets. Please consider
expanding your disclosure to quantify the average quarterly balance of your repurchase
agreements for each period included in your financial statements. In addition, consider
quantifying the period end balance for each of those quarters, the maximum balance at any
month-end and explaining the causes and business reasons for any significant variances
among these amounts.
            In closing, 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.
            Please contact William Demarest at 202-551-3432 or Isaac Esquivel at 202-551-3395
with any questions.

 FirstName LastNameNathan D. DeBacker
 Comapany NameCIM Real Estate Finance Trust, Inc.
 April 22, 2024 Page 2
 FirstName LastName
Nathan D. DeBacker
CIM Real Estate Finance Trust, Inc.
April 22, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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CIM Real Estate Finance Trust, Inc.

2398 East Camelback Road, 4th Floor

Phoenix, Arizona  85016

November 3, 2021

via edgar

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

Main Filing Desk

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Catherine De Lorenzo

Re:       CIM Real Estate Finance Trust, Inc.

            Registration Statement on Form S-4

            File No. 333-260358

Request for Acceleration

Dear Ms. De Lorenzo:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, CIM Real Estate Finance Trust, Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 4:00 p.m., Eastern Time, on November 4, 2021, or as soon as practicable thereafter.

Please contact Seth Weiner of Morris, Manning & Martin, LLP via telephone at (404) 504-7664 or via e-mail at skw@mmmlaw.com with any questions you may have. In addition, please notify Mr. Weiner when this request for acceleration has been granted.

Sincerely,

CIM Real Estate Finance Trust, Inc.

/s/ Nathan D. DeBacker

Name:    Nathan D. DeBacker

Title:      Chief Financial Officer and Treasurer

cc:        Laura Eichelsderfer, Esq.

            Lauren B. Prevost, Esq.

            Seth K. Weiner, Esq.

United States securities and exchange commission logo
October 27, 2021
Richard S. Ressler
President and Chief Executive Officer
CIM REAL ESTATE FINANCE TRUST, INC.
2398 East Camelback Rd.
4th Floor
Phoenix, AZ 85016
Re:CIM REAL ESTATE FINANCE TRUST, INC.
Registration Statement on Form S4
Filed October 19, 2021
File No. 333-260358
Dear Mr. Ressler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Catherine De Lorenzo at 202-551-4079 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Patrick S. Brown

February 26 , 2021

Via Email

Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, CO 803022

Re: CIM Real Estate Financial Trust, Inc.
 Schedule TO -T/A filed on February 24 , 2021
Filed by Comrit Investments 1 , LP and COMRIT Investments Ltd.
File No. 5-87389

Dear Mr. Barclay :

The Office of Mergers and Acquisitions has the following comment on the amended
filing listed above and your accompanying  response letter dated February 24, 2021:

1. Refer to your response to comment 1 , as supplemented by our telephone conversation
with your counsel. While you may file a draft version of the offer documents in order to
“clear” staff comments before disseminati ng your Offer to Purchase, if you do so, you
must avoid providing the means to tender with the draft filing. This would include the
letter of transmittal or “assignment form ,” or any other means by which subject security
holders can tender into the offer , which would trigger commencement . See Rule 14d -2(a)
(defining “commencement” for purpose s of the tender offer rules) and Rule 14d -4
(specifying how tender offer materials must be disseminated  on the date of
commencement of the tender offer). See also, the Division of Corporation Finance:
Manual of Publicly Available Telephone Interpretations, Third Supplement, July 2001 , I.
Regulation M -A, I. Schedule TO , Question 2.   Please confirm your under standing in your
response letter as to future filings by COMRIT in tender offers for this and other subject
companies.

Amos W. Barclay  , Esq.
Holland & Hart  LLP
February 26 , 2021
Page 2

 We remind you that the filing person s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact me at (202) 551 - 3263 with any questions about these comments.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

February 16, 2021

Via Email

Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, CO 803022

Re: CIM Real Estate Financial Trust, Inc.
 Schedule TO -T filed on February 11, 2021
Filed by Comrit Investments 1 , LP and COMRIT Investments Ltd.
File No. 5-87389

Dear Mr. Barclay :

The Office of Mergers and Acquisitions has conducted a limited review of the filing
listed above. The scope of our review is limited to the matters identified in our comments below.
All defined terms have the same meaning as in the Offer to P urchase included as Exhibit
99(A)(1) to the Schedule TO -T.

Please respond to this letter by revis ing your filing, by providing the requested
information  in your response letter , or by advising us when you will provide t he requested
response.  If you do not believe our comments apply to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. In your respo nse letter, describe how you disseminated these offer materials. See Rule
14d-4 of Regulation 14D. In this regard, we note that you have included an undated press
release but no summary advertisement as an exhibit to the Schedule TO -T. We further
note that  your disclosure directs shareholders to the offer materials posted at
www.cttauctions.com/offerdisclosures . However, we are unable to find the offer
materials there.

Amos W. Barclay  , Esq.
Holland & Hart  LLP
February 16 , 2021
Page 2

Offer to Purchase – Conditions of the Offer, page 1 3

2. You previously conducted an offer for these shares in 2020, which was terminated based
on the suspension of trading on a national securities exchange in the spring of 2020. You
have included the same offer condition in th is offer. While you are free to include as
many objectively -verifiable offer conditions as you choose, understanding why an offer
for non -traded securities is conditioned on a suspension in trading on a national securities
exchange may be material to share holders’ evaluation of this offer. Please explain in your
response letter, with a view to possible additional disclosure in the offer materials, why
you have conditioned the offer in this way for a class of securities that does not trade
publicly.

3. You hav e further conditioned the offer on there not being in effect any injunction or other
order of any c ourt or government authority that shall “materially adversely affect the
business, properties, assets, liabilities, financial condition, operations, results of
operations or prospects of the Purchaser or the Corporation.” Since the Purchaser is a
private company that does not file periodic reports or otherwise make its financial
condition public such that target shareholders can assess whether or not a materia l change
in these metrics  has occurred, it is unclear how shareholders can assess the scope of the
offer in this context. Please analyze in your response letter why the Purchaser’s financial
statements are not material, given the terms of this offer condition . See Item 10 of
Schedule TO and  the Instructions to that Item. Your analysis should further address how
shareholders can assess the scope of this condition, given the lack of information
available to them about these privately -held bidders.

4. The scope of the condition outlined in paragraph (d)  as it relates to the COVID pandemic
is unclear. In subparagraph (d)(iv) on page 14, you state that “for the avoidance of doubt
[this condition relating to a national or international calamity] , excludes the current state
of the ongoing COVID -19 pandemic. ” However, in subparagraph (d)( vi), you state that
the offer condition will be triggered “in the case of any of the foregoing existing at the
time of the commencement of the Offer, a mat erial acceleration or worsening t hereof. ”
Revise to cl arify whether you reserve the right to terminate the offer if the COVID
pandemic worsens significantly.

Section 10.  Certain Information concerning the Purchasers, page 12

5. Please provide additional information about the services to be provided to the Purhcaser
by Plotkin Financial Advisors , LLC and Independent  Financial Group , LLC in
connection with this offer.  Your generic references to “advisory and administrative
services” should be expanded to satisfy the requirements of Item 1009(a) of Regulation
M-A, which requires a summary of the terms of each entity ’s employment.

Amos W. Barclay  , Esq.
Holland & Hart  LLP
February 16 , 2021
Page 3

 We remind you that the filing person s are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact me at (202) 551 - 3263 with any questions about these comments.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

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SEC Acceleration Request

 CIM Real Estate Finance Trust, Inc.

2398 East Camelback Road, 4th Floor

Phoenix, Arizona 85016

November 9, 2020

 VIA EDGAR

Division of Corporation Finance

 Office of Real Estate and
Construction

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Ronald
(Ron) Alper

Re:
 CIM Real Estate Finance Trust, Inc.

 Registration Statement on Form S-4

 File No. 333-249292

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, CIM Real Estate Finance Trust, Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 4:00 p.m., Eastern
Time, on November 10, 2020, or as soon as practicable thereafter.

 Please contact Patrick S. Brown of Sullivan & Cromwell
LLP via telephone at (310) 712-6603 or via e-mail at brownp@sullcrom.com with any questions you may have. In addition, please notify Mr. Brown when this request for
acceleration has been granted.

Sincerely,

 /s/ Nathan D. DeBacker

Name:

Nathan D. DeBacker

Title:

Chief Financial Officer and Treasurer

cc:
 Patrick S. Brown

 A. Taylor Lackey

 (Sullivan & Cromwell LLP)

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SEC Acceleration Request

 CIM Real Estate Finance Trust, Inc.

2398 East Camelback Road, 4th Floor

Phoenix, Arizona 85016

November 9, 2020

 VIA EDGAR

Division of Corporation Finance

 Office of Real Estate and
Construction

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Ronald
(Ron) Alper

Re:
 CIM Real Estate Finance Trust, Inc.

  Registration Statement on Form S-4

  File No. 333-249294

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, CIM Real Estate Finance Trust, Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 4:00 p.m., Eastern
Time, on November 10, 2020, or as soon as practicable thereafter.

 Please contact Patrick S. Brown of Sullivan & Cromwell
LLP via telephone at (310) 712-6603 or via e-mail at brownp@sullcrom.com with any questions you may have. In addition, please notify Mr. Brown when this request for
acceleration has been granted.

Sincerely,

 /s/ Nathan D. DeBacker

Name:

Nathan D. DeBacker

Title:

Chief Financial Officer and Treasurer

cc:
 Patrick S. Brown

A. Taylor Lackey

(Sullivan & Cromwell LLP)

United States securities and exchange commission logo
October 9, 2020
Richard S. Ressler
Chairman, Chief Executive Officer and President
CIM Real Estate Finance Trust, Inc.
2398 East Camelback Road, 4th Floor
Phoenix, Arizona 85016
Re:CIM Real Estate Finance Trust, Inc.
Registration Statement on Form S-4
Filed October 2, 2020
File No. 333-249292
Dear Mr. Ressler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ronald (Ron) Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Patrick S. Brown

October 6, 2014

Via e -mail
Mr. Simon J. Misselbrook
Chief Financial Officer
Cole Credit Property Trust IV, Inc.
2325 East Camelback Road, Suite 1100
Phoenix, AZ 85016

 RE: Cole Credit  Property Trust IV, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2013
  Filed March 31, 2014
  File No. 0 -54939

Dear Mr. Misselbrook:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
        Branch Chief

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CORRESP

September 24, 2014

 Seth K. Weiner

 404-504-7664

sweiner@mmmlaw.com

 www.mmmlaw.com

 VIA EDGAR

Mr. Kevin Woody

 Branch Chief

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Re:
Cole Credit Property Trust IV, Inc.

 Form 10-K for the Fiscal Year Ended
December 31, 2013

 Filed March 31, 2014

File No. 000-54939

 Dear Mr. Woody:

 On behalf of Cole Credit Property Trust IV, Inc. (the “Registrant”), please find transmitted herein for filing the
Registrant’s response to comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated September 11, 2014 relating to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2013, filed March 31, 2014 (the “Form 10-K”).

 Note 4 – Real Estate
Acquisitions, page F-16

 Comment No. 1: We note that you acquired 248 properties for an aggregate of $1.7 billion and 89 properties for an
aggregate of $515 million during 2013 and 2012, respectively. We also note, from your Schedule III, that many of the properties have the same date acquired and that several were acquired within a short period of time. Please clarify if there were
any transactions in which more than one property was acquired or if any transactions were similarly related. If so, please tell us how you assessed materiality in the aggregate when individual properties were insignificant and the need for financial
statements pursuant to Rule 3-14 of Regulation S-X.

 Response: The Company confirms that there were certain transactions during 2013 and 2012
whereby the Company acquired more than one property or determined that multiple transactions involved the acquisition of properties that were “related,” as assessed by the Company pursuant to Note 2 to Section 2310.1 of the Division
of Corporation Finance Financial Reporting Manual (the “Manual”). Specifically, if the properties are under common control or management, the acquisition of one property is conditioned on the acquisition of each of the other properties or
each acquisition is conditioned on a single common event, the Company aggregated the transactions and assessed significance and the need for financial statements pursuant to Section 2325.3 of the Manual during the distribution period (as the
Company was engaged in a “blind pool” offering, as defined in Section 2325.1 of the Manual, throughout 2013 and

 Phone: 404.233.7000
  |   www.mmmlaw.com

 1600 Atlanta Financial Center   |   3343 Peachtree Road, NE
  |   Atlanta, Georgia 30326

 Atlanta   •  Beijing   •  Raleigh-Durham
  •  Savannah   •  Taipei   •  Washington, DC

 MORRIS, MANNING & MARTIN, LLP

Mr. Kevin Woody

 Securities and Exchange Commission

September 24, 2014

  Page
 2

2012). After assessing its 2013 and 2012 portfolio acquisitions and acquisitions of related properties at the time of those property acquisitions and on an ongoing basis, as applicable, the
Company determined that none of these acquisitions were significant, and therefore the Company respectfully submits that no financial statements were required by Rule 3-14 of Regulation S-X in connection with the Company’s 2013 and 2012
transactions.

 * * * * *

Enclosed herewith is a written statement from the Registrant acknowledging that the Registrant is responsible for the adequacy and accuracy of
the disclosure in the Form 10-K; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and the Registrant may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have
any questions regarding this filing, please do not hesitate to contact the undersigned at (404) 504-7664.

Best regards,

MORRIS, MANNING & MARTIN, LLP

 /s/ Seth K. Weiner

Seth K. Weiner

 cc: Simon J. Misselbrook

 COLE CREDIT PROPERTY TRUST IV, INC.

September 24, 2014

 VIA EDGAR

Mr. Kevin Woody

 Branch Chief

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Re:
Cole Credit Property Trust IV, Inc.

 Form 10-K for the Fiscal Year Ended
December 31, 2013

 Filed March 31, 2014

File No. 000-54939

 Dear Mr. Woody:

 In connection with the letter to the Securities and Exchange Commission (the “Commission”) of even date herewith relating to
the above-referenced filing, Cole Credit Property Trust IV, Inc. (the “Registrant”) hereby acknowledges that:

•

the Registrant is responsible for the adequacy and accuracy of the disclosure in its Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Annual Report on Form 10-K”), filed with the
Securities and Exchange Commission (the “Commission”) on March 31, 2014;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 2013 Annual Report on Form 10-K; and

•

the Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Cole Credit Property Trust IV, Inc.

By:

 /s/ Simon J. Misselbrook

Name:

Simon J. Misselbrook

Title:

Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

September 11, 2014

Via e -mail
Mr. Simon J. Misselbrook
Chief Financial  Officer
Cole Credit Property Trust IV, Inc.
2325 East Camelback Road, Suite 1100
Phoenix, AZ 85016

 RE: Cole Credit Property Trust IV, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 20 13
  Filed March 31, 2014
  File No. 0-54939

Dear Mr. Misselbrook :

We have reviewed your filing  and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  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 filing and the  information  you provi de in
response to this com ment , we may have  additional comments.

Note 4 – Real Estate Acquisitions, page F -16
1. We note that you acquired 248 properties for an aggregate of $1.7 billion and 89
properties for an aggregate of $515 million during 2013 and 2012, respectively.  We also
note, from your Schedule III, that many of the properties have the same date acquired and
that several were acquired within a short period of time.  Please clarify if there were any
transactions in which more than one property was acquired or if any transac tions were
similarly related.  If so, please tell us how you assessed materiality in the aggregate when
individual properties were insignificant and the need for financial statements pursuant to
Rule 3 -14 of Regulation S -X.

 We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy

Mr. Simon J. Misselbrook
Cole Credit Property Trust IV, Inc.
September 11, 2014
Page 2

 and adequacy of the disclosures they have made.

 In responding to our commen t, please provide a written  statement from the company
acknowledging that

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact William Demarest, Staff Accountant, at (202) 551-3432 or me at (202)
551-3629  with any questions.

        Sincerely,

        /s/ Kevin Woody

        Kevin Woody
        Branch Chief

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corresp

Lauren B. Prevost

404-504-7744

lbp@mmmlaw.com

www.mmmlaw.com

January 25, 2012

VIA EDGAR

Securities and Exchange Commission

Main Filing Desk

100 F Street, N.E.

Washington, D.C. 20002

    Re:

    Cole Credit Property Trust IV, Inc.

Request for Acceleration

File No. 333-169533

Ladies and Gentlemen:

          On behalf of Cole Credit Property Trust IV, Inc. (the “Company”), enclosed for filing is the
Company’s request pursuant to Rule 461 promulgated by the Commission under the Securities Act of
1933, as amended (the “Act”), for the acceleration of the effectiveness of its Registration
Statement on Form S-11 (File No. 333-169533) under the Act to immediate effectiveness on January
26, 2012 at 4:00 p.m. Eastern Standard Time or as soon thereafter as is practicable.

          If you have any questions, please do not hesitate to contact the undersigned at (404)
504-7744.

    Sincerely,

MORRIS, MANNING & MARTIN, LLP

    /s/ Lauren B. Prevost

    Lauren B. Prevost

    cc:

    D. Kirk McAllaster, Jr.

Phone: 404.233.7000 | www.mmmlaw.com

1600 Atlanta Financial Center | 3343 Peachtree Road, NE | Atlanta, Georgia 30326

Atlanta     •     Beijing     •     Raleigh-Durham     •     Savannah     •     Taipei     •     Washington, DC

Cole Credit Property Trust IV, Inc.

2555 East Camelback Road, Suite 400

Phoenix, Arizona 85016

January 25, 2012

VIA EDGAR

Securities and Exchange Commission

Main Filing Desk

100 F Street, N.E.

Washington, D.C. 20002

    Re:

    Cole Credit Property Trust IV, Inc.

Request for Acceleration

File No. 333-169533

Ladies and Gentlemen:

          Pursuant to Rule 461 under the Securities Act of 1933 (the “Act”), Cole Credit Property Trust
IV, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-11 (File No. 333-169533) (the “Registration Statement”) to immediate
effectiveness on January 26, 2012 at 4:00 p.m. Eastern Standard Time or as soon thereafter as is
practicable.

          The Company acknowledges that, should the Commission or the staff, acting through delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement, that the action of the Commission or
the staff, acting through delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement, and that the Company may not assert this action as
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

          If you have any questions, please call me at (602) 778-8700.

    Sincerely,

Cole Credit Property Trust IV, Inc.

    /s/ D. Kirk McAllaster, Jr.

    D. Kirk McAllaster, Jr.

    cc:

    Lauren B. Prevost, Esq.

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

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

       DIVISION OF
CORPORATION FINANCE

        October 21, 2010  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.
Registration Statement on Form S-11 Filed September 22, 2010
  File No. 333-169533

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. Please provide us with all promotional materi al and sales literature, including material
that will be used only by broke r-dealers. In this regard, pl ease note that sales materials
must set forth a balanced presentation of th e risks and rewards to investors and should not
contain any information or disclo sure that is inconsistent with  or not also provided in the
prospectus. Please refer to It em 19B of Industry Guide 5.

2. Please be advised that you ar e responsible for analyzing th e applicability of the tender
offer rules, including Rule 13e-4 and Regula tion 14E, to your share redemption plan. We
urge you to consider all the elements of your share redemption plan in determining
whether the program is consistent with re lief granted by the Division of Corporation
Finance in prior no action letters. See, for example, T REIT Inc. (Letter dated June 4, 2001), Wells Real Estate Investment Trust II, Inc. (Letter dated December 3, 2003) and Hines Real Estate Investment Trust, Inc. (Letter dated June 4, 2004). To the extent you

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
October 21, 2010
Page 2
have questions as to whether the program is entirely consistent with the relief previously
granted by the Division of Cor poration Finance, you may cont act the division’s Office of
Mergers and Acquisitions.

3. We note that you may conduct the share rede mption plan during the offering period of
the shares being registered under this registration statement. Please be advised that you
are responsible for analyzing the applicabil ity of Regulation M to your share repurchase
plan. We urge you to consid er all the elements of your  share redemption plan in
determining whether the program is consis tent with the class relief granted by the
Division of Market Regulation in the class ex emptive letter granted Alston & Bird LLP
dated October 22, 2007.  You may contact the Division of Market Regulation to the
extent you have questions as to whether the pr ogram is entirely consistent with that class
exemption.
4. Please discuss how you determined the initial offering price of $10.  Refer to Item 505 of
Regulation S-K.

Prospectus Cover Page

5. We note that you plan to conduct a continuous offering of your shares for an indefinite
period of time.  Please remove this statemen t as the current registration statement will
only be effective for a period of up to three years, as noted by your disclosure on page
145.
6. The cover page is dense and difficult to read. Please revise to limit the cover page to the
information that is required by Item 501 of Regulation S-K and other information that is
key to an investment decision and confirm that the cover page will be one page in length.
Also, please note that the font size should be at least 10-point modern  type.  Please refer
to Rule 420 of Regulation C.
 7. Your second and third bullet points should be revised to provide more brevity.  Also,
after revising the third bullet point, please clar ify that you are not requ ired by the terms of
your charter to effect a liquidity event at any time in the future.

Questions and Answers About This Offering, page 1

8. To the extent information presented in this  subsection is addresse d in the prospectus
summary or repeated verbatim from other sections, please revise  to limit the use of
repetition.  Please refer to note 4 to Rule 421(b) of Regulation C.

How is your sponsor and advisor’s investment a pproach different from other non-traded REITs,
page 2
 9. It is not clear how the inform ation presented in this answer  actually illustrates how you
are different from other non-traded REITs.  Pl ease clarify your basis for the implication

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
October 21, 2010
Page 3
that there are not other REIT s that utilize similar strate gies and have sponsors and
advisors with similar experiences.

What is an open-ended non-exchange traded REIT, page 2

10. If there are no other companies similar to  yours, please revise this Q&A and other
references to open-ended REITs to clarify th at there are no similar investment vehicles
currently available.
 How is an investment in shares of your common stock different from inve sting in shares of a
listed REIT, page 3

11. You specifically refer to yourself as a “direct investment in real estate.”  It is not clear
why a listed REIT that also inve sts in similar properties woul d not be considered a “direct
investment in real estate.”   Please clarify.  Also, your disclosure implies that an
investment in you does not correlate with the stock market and has le ss volatility.  Please
revise to clarify that the re duced correlation and volatility are also due to the lack of
liquidity and a trading market.
 12. Please revise to explain your implication th at your valuations ar e more accurate than
market valuations.
 Prospectus Summary, page 12

 13. We refer to your statement on page 13 that  you “expect that approximately 100% of
[y]our gross offering proceeds will be availa ble for investment.”  We further note that
several of your fees, for example the distri bution fee and organization and offering fee,
are based on the number of shares outstanding.  As it appears that you will be required to
pay fees prior to investing offering proceeds, please tell us how 100% of gross offering proceeds will be available for investment, or remove this language.
 Valuation Policies, page 16

 14. Please confirm that you will identify your independent valuation expert at such time as you have entered into an agreement with the expert.

Distributions, page 18

15. We note your disclosure on page 116 that you in tend to commence distributions the first
quarter after the end of the escrow period.  Please revise to clarify if you will have sufficient cash flow from operations after the fi rst quarter to satisfy such distributions.  If
not, please clarify that such distributions would likely be  from offering proceeds or
borrowings.

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
October 21, 2010
Page 4

Leverage, page 19
 16. We note your reference here to a target leverage of 50%.  On page 65, we note a reference to 60%.  Please tell us how the noted disclosures are consistent.

Statements Regarding Forward- Looking Information, page 53

17. We refer to the initial sentence in this sect ion, which states that “[c]ertain statements
contained in or incorporated by reference into this prospectus  including, without
limitation, those related to our future operations , constitute forward-l ooking statements.”
This statement is overly broad as it could include statements that do not relate to future
operations.  Please revise.  In addition, pe r Instruction VII to Form S-1, you are not
eligible to incorporate by reference into the registration statement, nor does it appear that
you have incorporated any information by refe rence.  Please advise us as to why you
have included this language.
 Use of Proceeds, page 53

 18. On page 29, you disclose that payment of f ees to your advisor and dealer manager will
reduce your cash available for investment.  To the extent that you incur the asset-based distribution fee, such funds would not be ava ilable for investment.  As such, please tell us
why you should not include an estimated am ount for such expense within the table
disclosed here.
 Valuation Policies, page 70

 19. We note that your board has not yet adopted th e guidelines to be used by the independent
valuation expert.  Please revise to clarify if  you will inform investors of such guidelines,
once established, so that they can place th e valuations used to determine NAV into
context.
 20. Please revise to clarify if you will provide not ification and a discussion of the basis when
you make a change in the i ndependent valuation expert.

21. Please revise to discuss how the valuation expert will be compensated and whether the
compensation structure creates  a conflict of interest.

Calculation of our NAV Per Share, page 72

22. On page 145, we note that the price of your sh ares will vary from day to day and on any
given day will equal your NAV divided by the number of shares outstanding.  Please
revise to clarify the frequency with which you will update your NAV within a given
quarter.

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
October 21, 2010
Page 5

The Advisor, page 80
 23. Please revise to clarify if the advisor has any other personnel other than those listed on
page 80.  Also, please clarify whether your advi sor is currently capable of fulfilling all of
its duties and obligations owed to you and if any other party, re lated or unrelated, will be
employed to fulfill such duties.
 Compensation, page 88

 24. We note that you have not included any acquisi tion or disposition fees related to future
property transactions.  Please clarify if you will not incur a ny transaction related fees,
even in the form of reimbursements, for the se rvices outlined in the ad visory agreement.
 25. We note that you will provide reimbursements to your advisor for the costs and expenses it incurs in providing services to you.  Pleas e clarify the services to be received in
exchange for the management fee in light of the broad possibilities fo r reimbursements.
 26. On page 38, you disclose your advisor’s intenti on to engage a third party to manage your
properties.  Please clarify if the third part y will be paid out of the management fees
received by your advisor or if you will re imburse the third party’s full fees.
 Certain Conflict Resolution Procedures, page 101

 27. In the first bullet point you note that you may sell or lease proper ties to related parties.  In
buying properties from related parties, you ha ve limited the price to either cost or
appraisal value.  Please revise to clarify if similar limitations exist when selling or leasing
properties to re lated parties.
 Prior Performance Summary, page 104

 28. Please confirm to us that you have disclosed all major adverse busin ess developments of
your prior programs that would be material to investors in this offering.  We note your statements that some prior programs have “occasionally been adversely affected by the
cyclical nature of th e real estate market,” and that  you have provided one example of
such a program.
29. Please add a separate subh eading entitled “Adverse Developments” to your adverse
business developments discussion.
 Distributions, page 116

 30. Please revise to disclose the potential imp act on distributions resulting from redemption
payments and fees and expenses  payable to your advisor.

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
October 21, 2010
Page 6

Material U.S. Federal Income Tax Considerations, page 123
 Taxation of Our Company, page 123

 31. Please note that you are required to file a final tax opinion prior to effectiveness.  Refer to
Item 601(b)(8) of Regulation S-K.  Please also  revise your disclosure to state that you
have received an opinion from your tax counsel.
 Compensation of Our Deal er Manager…., page 146

 32. Please tell us why you are not able to provide an estimate of these fees with your disclosure on page 88 based on the maximum amount sold and assuming that your NAV remains at $10/share or based on the 10% and 15% limitations.
 Prior Performance Tables

 33. To the extent the disclosure on pages A-1 and A-2 repeat disclosure already included in your prior performance summary section, please revise to limit such repetition.
 Exhibit Index, page II-93

 34. Please file your remaining exhibits as soon as possible in order to allow us sufficient time
to review those documents.  If you are not pr epared to file your legal and tax opinions
with your next amendment, please provide  draft opinions for us to review.

35. We note that the majority of exhibits are list ed as “form of” agreemen ts.  Please all tell us
why you are unable to file final agre ements prior to effectiveness.
 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 disclosure, 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;

• 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

Richard R. Lavin, Exec utive Vice President
Cole Advisor Retail Income REIT, Inc.
October 21, 2010
Page 7

• 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 the 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 Michael P okorny, Staff Accountant, at  (202) 551-3714 or Cicely
Lamothe, Accounting Branch Chief, at (202) 551-3413 if you have questions regarding comments on the financial statements and related matters.  Please 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