UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                                      April 12,
2021
  Lawrence Kam
  General Partner
  Sonic Fund II, L.P.
  400 Hobron Lane, Suite 3709
  Honolulu, HI 96815

          Re:     Adverum Biotechnologies, Inc.
                  PREC14A preliminary proxy statement filing made on Schedule
14A
                  Filed on April 7, 2021 by Sonic Fund II, L.P., et al.
                  File No. 001-36579

  Dear Mr. Kam,

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so that we may better
understand the
  disclosure.

          Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in reply
  to these comments, we may have additional comments. If you do not believe our
comments
  apply to your facts and circumstances, and/or do not believe an amendment is
appropriate, please
  tell us why in a written response.
  Preliminary Proxy Statement filed on Schedule 14A
  General
  1. Section 14(a), by its terms, applies to    any person    who solicits or
 permit[s] the use of his
     name to solicit any proxy or consent       and requires such persons to
comply with
     Regulation 14A. Please advise us, with a view toward revised disclosure,
why the cover
     page of Schedule 14A does not identify you as a person filing the proxy
statement. On the
     basis of your service as general partner of Sonic Fund II alone, it
appears you may be a
     participant as determined under Instruction 3 to Item 4 of Schedule 14A.
We also note that
     the narrative within the proxy statement characterizes you as a
participant when the term is
     defined for purposes of this proxy statement. Refer to Rule 14a-101 of
Regulation 14A.

  2. Please advise us if the participants anticipate distributing their proxy
statement before the
     registrant distributes its proxy statement. Given that reliance on Rule
14a-5(c) is
     impermissible at any time before the registrant distributes its proxy
statement, the
     participants will accept all legal risk in connection with distributing
the initial definitive
     proxy statement without all required disclosures. Please confirm the
participants will
     subsequently provide any omitted information in a supplement in order to
mitigate that risk.
 Lawrence Kam
c/o Sonic Fund II, L.P.
April 12, 2021
Page 2

Background to the Solicitation, page 3

3. The chronology begins with an entry dated March 15, 2021. Please advise us,
with a view
   toward revised disclosure, how this date was selected as the first
materially relevant date.

Proposal No. 1 | Election of Directors, page 6

4. The participants explain a vote to elect their nominees    will have the
legal effect of replacing
   up to three incumbent directors, and filling two additional vacancies on the
Board.    Given
   the registrant   s representation that only three director seats will be
available, please also
   revise to state, if true, that any dispute regarding the number of director
seats available will
   be settled in a court of competent jurisdiction. To further obviate the risk
security holders
   may believe voting for all five director candidates could unequivocally
result in the
   maximum of all five nominees being elected, please include clarifying
disclosure explaining
   as few as three of the participants    five nominees may be elected at the
annual meeting even
   if all five director candidates receive sufficient shareholder support for
their election.

5. The statement explaining that if all of its nominees are elected,    such
Nominees will
   represent a minority of the [ ] Board and there can be no assurance that any
actions or
   changes proposed by our Nominees will be adopted or supported by the full
Board    appears
   to be in need of further qualification. If the instant counter-solicitation
is successful, and
   three of Sonic   s nominees join two current members of the Board that Sonic
has previously
   designated, the newly-constituted Board would then be comprised of five of
nine directors.
   Given that potential election outcome, a majority of directors not nominated
by the registrant
   will have originated through Sonic   s proactive involvement. Please revise
or advise.

Solicitation of Proxies, page 13

6. Please refer to the following representation:       through the date hereof,
its expenses in
   connection with this solicitation are approximately       This formulation
suggests that the
   expenses could be limited to a single entity, such as Saratoga. Please be
advised that Item
   4(b) of Schedule 14A requires disclosure of all expenses incidental to the
conduct of the
   solicitation, including fees for attorneys, incurred by the participants.
Please remove the
   potential implication that the proxy solicitor expenses have been limited to
only the planned
   reporting of solicitation expenses. See Instruction 1 to Item 4(b) of
Schedule 14A.

Additional Participant Information, page 13

7. The disclosure indicates that    [e]ach Participant in this solicitation is
a member of a    group
   with the other Participants for the purposes of Section 13(d)(3)       The
amendment to
   Schedule 13D filed by certain participants on April 9, 2021, however, did
not include all of
   the participants as joint filers. Please revise the preliminary proxy
statement to reconcile this
   inconsistency. For example, the reference to    each participant    should
be qualified to
   indicate, if true, that the participants believe that only the participants
who are beneficial
 Lawrence Kam
c/o Sonic Fund II, L.P.
April 12, 2021
Page 3

    owners may be considered members of a group as determined under Section
13(d)(3).

Form of Proxy

8. Please refer to the following representation appearing in bold typeface:
If no direction is
   indicated with respect to the proposals on the reverse, this proxy will be
voted       At
   present, the disclosure only implies that proxies will be voted by
identifying the contingency
   to which the proxy holders will be subject to voting in accordance with
their stated
   preference. Please revise to explicitly provide, subject to reasonable
specified conditions,
   that the shares represented by the proxy will be voted and that where the
person solicited
   specifies a choice, the proxy will be voted in accordance with the
specifications so made.
   See Rule 14a-4(e) of Regulation 14A.


        We remind you that the participants are responsible for the accuracy
and adequacy of
    their disclosures, notwithstanding any review, comments, action or inaction
by the staff.

         You may contact me at (202) 551-3266 with any questions.


                                                            Sincerely,

                                                            /s/ Nicholas P.
Panos

                                                            Nicholas P. Panos
                                                            Senior Special
Counsel
                                                            Office of Mergers &
Acquisitions


 cc:    Christopher P. Davis, Esq.
        Alex Shiekman, Esq.