PREDEX Northern Lights Distributors, LLC
July 22, 2013
Securities and Exchange Commission
Public Filing Desk
100 F Street, N.E.
Washington, D.C. 20549
Re:
PREDEX, 1933 Act File No. 333-186987, 1940 Act File No. 811-22808
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, on behalf of PREDEX (the "Registrant”) and Northern Lights Distributors, LLC, the Registrant's principal underwriter, the Registrant hereby requests acceleration of the effective date of Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on the date submitted or, in the alternative, acceleration to the earliest possible time after the date submitted. Absent acceleration, the Registration Statement would not become effective.
The Registrant acknowledges the following:
1.
The Registrant is responsible for the adequacy and accuracy of the disclosure in the filings reviewed by the staff;
2.
Staff comments or changes to disclosure in response to staff comments in a filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing;
3.
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and
4.
The Registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or additional comments, please contact JoAnn M. Strasser at (614) 469-3265.
Very truly yours,
PREDEX
Northern Lights Distributors, LLC
By:
/s/ Michael Achterberg
By:
/s/ Brian Nielsen
Michael Achterberg
Brian Nielsen
Treasurer
Chief Executive Officer, Manager and Secretary
