Securities Exchange Act of 1934
Rule 13e-4

December 6, 2011

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
Re: Cole Real Estate Income Strategy (Daily NAV), Inc.

Incoming Letter Dated December 6, 2011

Via Facsimile & U.S. Mail

Ettore A. Santucci, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109

Re: Cole Real Estate Income Strategy (Daily NAV), Inc. (f/k/a Cole Real Estate Income Trust, Inc.)
Request for No-Action Relief Under Rule 13e-4

Dear Mr. Santucci:

We are responding to your letter dated December 6, 2011 addressed to Michele M. Anderson and Mellissa Campbell Duru, as supplemented by telephone conversations with our staff, regarding your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, a copy of that letter is attached to this response. Unless otherwise noted, capitalized terms in this response have the same meaning as in your letter.

Based on the facts and representations made in your letter, conversations with our staff, and your opinion that the proposed transaction does not constitute an issuer tender offer subject to Rule 13e-4 of the Exchange Act, the Division of Corporation Finance (the “Division”), without necessarily concurring with the analysis or conclusions set forth in your letter, will not recommend that the Commission take enforcement action under Rule 13e-4 if the Company repurchases shares from its stockholders under the Redemption Plan in the manner described in your letter. In issuing this no-action relief, we considered the following facts, among others:

• All material information relating to the Redemption Plan will be fully and timely disclosed to all stockholders and the terms of the Redemption Program will be fully disclosed in the prospectus as well as prospectus supplements, including the following:

  • the most recent NAV per share will always be available on the Company’s website and toll-free information line;

  • at the beginning of each quarter, the Company will disclose on its website the Company’s total NAV as of the end of the prior quarter and the applicable Quarterly Limit for the current quarter;

  • the Company will file a monthly prospectus supplement to disclose the NAV per share for each business day in that month and the changes to the available capacity under the Redemption Plan as of the date of the supplement;

  • the Company will disclose as promptly as practicable in reports it files with the Commission and on the Company’s website any material change in its investment guidelines regarding allocation to sources of liquidity and other material information regarding the liquidity sleeve;

  • the Company will disclose as promptly as practicable in reports it files with the Commission and on the Company’s website when the Quarterly Limit has been reached and, if so, that redemptions will resume at the beginning of the next quarter subject to a stockholder-by-stockholder Flow-Regulated Limit; and,

  • the Company will disclose as promptly as practicable in reports it files with the Commission and on the Company’s website any material modification or suspension of the Redemption Plan, including reductions of redemptions below the Quarterly Limit by the Board of Directors;

• The Company will not solicit redemptions under the Redemption Plan. The role of the Company in effectuating redemptions under the Redemption Plan will be ministerial;

• The shares will be redeemed daily under the Redemption Plan at the daily NAV per share (the same price as paid by purchasers of shares). No premium will be paid to redeeming stockholders for shares being redeemed;

• Stockholders may withdraw requests for redemption prior to 4:00 P.M. New York City time on a business day on which they made the request;

• The redemption price will be paid in cash promptly and will be the same for all shares redeemed on a given day;

• Redemptions each quarter will be measured on a net, as opposed to gross, basis during the relevant quarter. Net redemptions each quarter will be subject to a Quarterly Limit. The Quarterly Limit will consist of a base limit of 5% of the Company’s NAV as of the last business day of the immediately preceding quarter plus any unused carryover capacity from prior quarters. The carryover capacity from prior quarters which may be used in a single quarter will not exceed an additional 5% of NAV, such that the Quarterly Limit will not exceed 10% of NAV as of the last business day of the immediately preceding quarter;

• Over multiple quarters, the Carryover Limit shall never exceed 15% of NAV as of the last business day of the immediately preceding quarter;

• Any unused Carryover Limit will automatically lapse and not be available for subsequent quarters as a consequence of a suspension or material modification of the Redemption Plan by the Company’s Board of Directors, including a reduction of redemptions below the Quarterly Limit;

• Redemptions under the Redemption Plan are on a first-come, first-served basis during each calendar quarter until the Quarterly Limit is reached. Redemption requests received on a day when the Quarterly Limit is reached will be satisfied on a pro rata basis and no further redemption requests will be accepted for the balance of the quarter;

• Following a quarter in which the Quarterly Limit is reached, redemptions will be subject to a stockholder-by-stockholder redemption limitation under the Flow-Regulated Limit. The limit will remain in effect until total redemptions for all stockholders in the aggregate during a quarter in which the per-stockholder limit applies is equal to or less than 2.5% of the Company’s total NAV as of the last business day of the immediately preceding quarter;

• The Company has no finite date set for liquidation;

• There will be no established regular trading market for the Company’s common stock;

• The Redemption Plan will be terminated in the event the Company’s shares are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Company’s common shares develops;

• The Redemption Plan is intended to remain indefinitely open for the life of the Company; and,

• The Redemption Plan is open to all stockholders, although those who have held their shares for less than 365 days will be subject to a 2% short-term trading fee.

The foregoing no-action position is based solely on the facts presented and the representations made in your letter dated December 6 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. This response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change or if you are unable to administer the Redemption Plan in the manner described in your letter.

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/colereal120611-13e4.htm