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| Global Markets & Investment Banking |
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| One Bryant Park — 8th Floor |
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| New York, New York 10036
646-855-6780 |
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| May 29, 2009 |
Thomas Kluck
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re: |
| Government Properties Income Trust |
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| Registration Statement on Form S-11 (SEC File No. 333-157455) |
Dear Mr. Kluck:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Government Properties Income Trust that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on June 2, 2009 or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that between May 20, 2009 and June 2, 2009 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated May 20, 2009 (the “Preliminary Prospectus”):
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| No. of Copies |
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Prospective Underwriters |
| 12,577 |
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Dealers |
| 25 |
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Institutions |
| 2,861 |
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Retail/ Other |
| 5,426 |
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Total |
| 20,889 |
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In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[SIGNATURE PAGE FOLLOWS]
Very truly yours, |
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MERRILL LYNCH & CO. |
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MERRILL LYNCH, PIERCE, FENNER & SMITH |
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INCORPORATED |
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WACHOVIA CAPITAL MARKETS, LLC |
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MORGAN STANLEY & CO. INCORPORATED |
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By: MERRILL LYNCH, PIERCE, FENNER & SMITH |
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INCORPORATED |
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By | /s/ Richard Diaz |
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| Name: Richard A. Diaz |
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| Title: Authorized Signatory |
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By: WACHOVIA CAPITAL MARKETS, LLC |
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By | /s/ David Herman |
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| Name: David Herman |
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| Title: Directors |
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By: MORGAN STANLEY & CO. INCORPORATED |
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By | /s/ James Collins |
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| Authorized Signatory |
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For themselves and as Representatives of the other Underwriters named in Schedule A of the Purchase Agreement.