SEC Division of Corporation Finance no-action letter: Cole Real Estate Income Strategy (Daily NAV), Inc.

December 6, 2011
Ms. Michele M. Anderson, Chief
Ms. Mellissa Campbell Duru, Special Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ettore A. Santucci
617.570.1531 esantucci@
goodwin procter. com
Re: Cole Real Estate Income Strategy (Daily NA V), Inc.
(f/k/a Cole Real Estate Income Trust, Inc.)
Request for No-Action Relief Under Rule 13e-4
Dear Ms. Anderson and Ms. Duru:
Goodwin Procter LLP
Counselors at Law
Exchange Place
Boston, MA 02109
T: 617.570.1000
F: 617.523.1231
Goodwin Procter LLP is counsel to Cole Real Estate Income Strategy (Daily NA V), Inc. (the "Company") in connection with its Registration Statement on Form S-11 under the Securities Act of 1933, as amended (the "Securities Act") (Registration Number 333-169535), filed with the Securities and Exchange Commission (the "Commission") on September 22, 2010 (the "Registration Statement"), as amended on December 6, 2010, May 16, 2011, August 26, 2011, November 3, 2011 and November [30], 2011, to register the offer and sale of up to $4,000,000,000 in shares of its common stock (or "shares"), in an initial public offering (the "Offering"), of which $3,500,000,000 in shares will be offered to the public in a primary offering and $500,000,000 in shares will be offered to stockholders of the Company pursuant to the Company's distribution reinvestment plan (the "DRIP"). The Company will not sell any shares until the date it has received and accepted purchase orders for at least $10,000,000 in shares and the Company's board of directors has authorized the release of these funds to the Company (the "Minimum Offering Date"). Prior to the Minimum Offering Date, subscriptions will be placed in an interest-bearing escrow account. The Company was formed as a Maryland corporation on July 27,2010 for the purpose of investing in single-tenant necessity commercial properties, which are leased to creditworthy tenants under long-term, net leases. The Company will be an externally advised investment vehicle that will operate and seek to qualify as a real estate investment trust ("REIT"). The