March 2, 2012
Mr. Michael McTiernan
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Select Income REIT
Registration Statement on Form S-11 (SEC File No. 333-178720)
Dear Mr. McTiernan:
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 Select Income REIT 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 March 6, 2012, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that between February 27, 2012 and March 6, 2012 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated February 27, 2012 (the “Preliminary Prospectus”):
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| No. of Copies |
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Institutions |
| 4,395 |
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Others |
| 1,582 |
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Total |
| 5,977 |
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In connection with the Preliminary Prospectus distribution for the above-referenced 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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MORGAN STANLEY & CO. LLC |
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MERRILL LYNCH, PIERCE, FENNER & SMITH |
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INCORPORATED |
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WELLS FARGO SECURITIES, LLC |
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By: MORGAN STANLEY & CO. LLC |
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By: | /s/ Tom Boyle |
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| Name: Tom Boyle |
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| Title: Vice President |
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By: MERRILL LYNCH, PIERCE, FENNER & SMITH |
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INCORPORATED |
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By: | /s/ James Scott |
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| Name: James Scott |
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| Title: Managing Director |
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By: WELLS FARGO SECURITIES, LLC |
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By: | /s/ David Herman |
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| Name: David Herman |
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| Title: Director |
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For themselves and as representatives of the other underwriters named in Schedule A of the Underwriting Agreement.