McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219-4030
Main Telephone (804) 775-1000
Main Fax (804) 775-1061
December 4, 2009
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Apple REIT Nine, Inc.
Post-Effective Amendment No. 6 to Form S-11
Registration No. 333-147414
Ladies and Gentlemen:
On behalf of Apple REIT Nine, Inc. (the “Company”), we are hereby making an EDGAR filing of Post-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11.
This Post-Effective Amendment is being filed solely in response to the Company’s undertaking in Item 37 of its Form S-11, as amended. As part of that undertaking, the Company consolidates its “sticker supplements” into a post-effective amendment at least every three months.
Please note that the Company’s Post-Effective Amendment contains updates to Part I of the Registration Statement, including:
· an updated and cumulative sticker supplement
· prospectus supplement no. 3 dated December 4, 2009 (cumulative, replacing all prior supplements)
· the base prospectus dated September 21, 2009
In preparing prospectus supplement no. 3 and the accompanying sticker supplement, the Company believes that it has followed all relevant rules and guidance provided by the staff on the preparation of post-effective amendments by non-traded real estate investment trusts. We also believe that in the current filing, the Company has complied with all staff comments given on its preceding post-effective amendments.
Part II of the Registration Statement has been updated to include a new exhibit list. Certain exhibits are being filed as part of the Company’s Registration Statement.
Should you have any questions regarding this filing, please contact the undersigned at (804) 775-1029.
| Very truly yours, |
|
|
| /s/ Martin B. Richards |
| Martin B. Richards |
