 | DLA Piper LLP (US) 441 Parklake Avenue, Suite 300 Raleigh, North Carolina 27612-2350 www.dlapiper.com
Christopher R. Stambaugh christopher.stambaugh@dlapiper.com T 919.786.2040 F 919.786.2240 |
| April 7, 2016 | |
| VIA EDGAR |
Ms. Sonia Barros, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE, Mail Stop 3010 CF/AD8
Washington, DC 20549
| Re: | Dividend Capital Diversified Property Fund Inc. Post-Effective Amendment No. 3 to Registration Statement on Form S-11 Filed April 7, 2016 File No.333-197767 |
Dear Ms. Barros:
On behalf of our client, Dividend Capital Diversified Property Fund, Inc. (the “Company”), a Maryland corporation, and pursuant to applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), please find attached for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR, a complete copy of Post-Effective Amendment No. 3 to the above-referenced Registration Statement on Form S-11 (“Post-Effective Amendment No. 3”). The Company is filing Post-Effective Amendment No. 3 in order to comply with Section 10(a)(3) of the Securities Act.
The Company acknowledges that:
| · | should the Commission or the staff, acting pursuant to delegated authority, declare thefiling effective, it does not foreclose the Commission from taking any action with respectto the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, indeclaring the filing effective, does not relieve theCompanyfrom its full responsibility forthe adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of effectiveness as adefense in any proceeding initiated by the Commission or any person under the federalsecurities laws of the United States. |
Very truly yours,
DLA Piper LLP (US)
/s/ Christopher R. Stambaugh
Christopher R. Stambaugh
Partner
cc: M. Kirk Scott