• All material information relating to the Repurchase Program will be fully and timely disclosed to all stockholders. The terms of the Repurchase Program will be fully disclosed in the prospectus, as well as any prospectuses used for subsequent offerings, and the NAV per share for each class will always be available on the Company’s website and toll-free information line;

• The Company will not solicit redemptions under the Repurchase Program other than through the prospectus for the Offering and prospectus supplements disclosing the NAV per share of each class of shares. The role of the Company in effectuating redemptions under the Repurchase Program will be ministerial;

• The shares will be redeemed daily under the Repurchase Program at the daily NAV per share of the class of shares being redeemed. The Company will provide each day the NAV per share of each class of shares on its website and toll-free information line and, subject to the terms of the Repurchase Program, will be obligated to redeem shares at the published NAV per share for each class subject to the terms of the Repurchase Program. The Company will file prospectus supplements with the Commission that will disclose the daily NAV per share of each class of shares since it was last reported in a prospectus supplement;

• Redemptions will be made on a daily basis. The redemption price normally will be paid in cash no later than three business days following a redemption request and be the same for all shares of the same class redeemed on a given day;

• The Company will limit redemptions in any calendar quarter to shares whose aggregate value (based on the redemption price per share on the day the redemption is effected) is 5% of the combined NAV of both classes of shares as of the last day of the previous calendar quarter or an aggregate limit of approximately 20% of the Company’s total NAV for a 12-month period;

• Redemptions under the Repurchase Program are on a first-come, first-served basis during each calendar quarter given that stockholder redemptions will be paid promptly; all redemption requests received on a day the quarterly cap is reached, however, will be redeemed according to the pre-established order of priority set forth in your letter;

• Stockholders may cancel any redemption request submitted before 4:00 p.m. New York City time on a business day before 4:00 p.m. New York City time on the same day by notifying a customer service representative at the Company’s toll-free information line;

• Material modifications, including any reduction to the quarterly limitation on redemptions, and suspensions of the Repurchase Program will be disclosed promptly in a prospectus supplement (or post-effective amendment if required by the Securities Act), as well as in a press release or on the Company’s website;

• There will be no established regular trading market for the Company’s common stock. The Repurchase Program will be terminated in the event the Company’s shares are listed on a national securities exchange or included for quotation on a national securities market, or in the event a secondary market for the Company’s shares develops;

• The Repurchase Program is intended to remain indefinitely open for the life of the Company unless modified or suspended by the board of directors;

• The Repurchase Program is open to all stockholders on the same terms, although those who have held their shares for less than four months will be subject to a 2% short-term trading fee, which is intended to offset the cost to the Company of short-term trading in shares, so as to align the interests of all stockholders of the Company.

• The Company has indicated in your letter that it understands that the no-action relief granted pursuant to this letter will terminate upon the occurrence of a liquidity event.

The foregoing no-action position is based solely on the facts presented and the representations made in your letter dated July 21, 2011, as supplemented by telephone conversations with our staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

Finally, we direct your attention to the anti-fraud and anti-manipulation provision of the federal securities laws, particularly Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the Company. The Division expresses no view with respect to any other questions that the proposed transaction may raise, including but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/americanrealty072111-13e4.htm