REGISTRATION WITHDRAWAL
AB Commercial Real Estate Income Fund, LLC
1345 Avenue of the Americas
New York, New York 10105
March 16, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
| Attention: | Jonathan Burr Brigitte Lippmann Isaac Esquivel Robert Telewicz | |
| Re: | AB Commercial Real Estate Income Fund, LLC Withdrawal of Registration Statement on Form10-12G Filed January 31, 2020 FileNo. 000-56143 | |
Ladies and Gentleman,
On behalf of AB Commercial Real Estate Income Fund, LLC (the “Company”), we hereby request that the Registration Statement on Form10-12G (FileNo. 000-56143), filed with the Securities and Exchange Commission (the “Commission”) on January 31, 2020 (the “Registration Statement”), be withdrawn effective immediately. If not withdrawn, the Registration Statement would automatically become effective on March 31, 2020, pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934, as amended. Following the withdrawal, the Company intends to file a new Registration Statement on Form10-12G (the “Replacement Registration Statement”) with the Commission. The Replacement Registration Statement will address the comments that have been received from the staff of the Commission, and will include all other information required to be included pursuant to the Commission’s rules and regulations, but is otherwise expected to be substantially identical to the Registration Statement.
Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of such order to Michael Darby at michael.darby@dechert.com.
Should you have any questions regarding this request for withdrawal, please do not hesitate to contact Michael Darby at (215)994-2088 or michael.darby@dechert.com.
| Very Truly Yours, |
| /s/ Michael Canter |
| Michael Canter |
| Authorized Signatory |
| AB Commercial Real Estate Income Fund, LLC |
| /s/ Roger Cozzi |
| Roger Cozzi |
| Authorized Signatory |
| AB Commercial Real Estate Income Fund, LLC |
| CC: | Bradford Stanley (AB Commercial Real Estate Income Fund, LLC) |
Jay Zagoren (Dechert LLP)
Kenneth Rasamny (Dechert LLP)
Michael Darby (Dechert LLP)
