SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Comment Letter for ADVISORS REIT I, Inc (CIK 0001325445) — Sep 8, 2005

ADVISORS REIT I, Inc (CIK 0001325445)
Date: Sept. 8, 2005 · CIK: 0001325445 · Accession: 0000000000-05-046381

AI Filing Summary & Sentiment

File numbers found in text: 333-124916

Referenced dates: August 23, 2005

Date
September 8, 2005
Author
Peggy Kim
Form
UPLOAD
Company
ADVISORS REIT I, Inc (CIK 0001325445)

Letter

September 8, 2005 Mail Stop 4561 James L. Fritzemeier President Advisors REIT I, Inc. 8301 E. 21st North-Suite 235 Wichita, KS 67206

Re: Advisors REIT I, Inc. Amendment No. 1 to Registration Statement on Form S-11 Filed August 5, 2005 Registration No. 333-124916

Dear Mr. Fritzemeier:

We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to the comments in this letter and in our letter dated August 23, 2005 in one response letter.

Form S-11

General

1. We note your responses to previous comments 2 and 78. We note that on page 1 you state that Mr. Fritzemeier will receive bonus incentive compensation based on the profitability of the REIT in addition to a salary he will receive as CEO of the REIT and other compensation as a Director. This compensation arrangement raises the question of whether he will be required to register as a broker- dealer. As Mr. Fritzemeier sells more shares, the profitability of the REIT will presumably increase. Thus, it appears that the incentive compensation could be considered transaction-based compensation in connection with the sale of securities, which would mean that the safe harbor under Rule 3a4-1 may not be available. Please explain whether Mr. Fritzemeier will register as a broker- dealer, or whether he has an exception or exemption from broker- dealer registration on which he may rely along with the basis for that reliance.

2. Please explain whether Mr. Sokolosky (1) will receive any type of incentive-based compensation from the REIT or any other party, (2) will receive any compensation from Dimensions or Dimensions Financial Consultants, Inc., or (3) will be able to modify compensation received by Dimensions` RIAs based on their sales of REIT securities.

3. Please explain the incentives that Dimensions would have to encourage its customers to purchase these REIT shares instead of other investment products, given that Dimensions` advisory fees would likely increase with the sale of either a REIT or a third-party product. Will Dimensions or its RIAs receive any type of compensation for the sale of REIT shares that they otherwise would not be receiving for the sale of third-party products, including any non-cash compensation?

* * *

As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Joshua Forgione, Staff Accountant, at 202- 551- 3431 or Steven Jacobs, Accounting Branch Chief, at 202-551-3403 if you have questions regarding comments on the financial statements and related matters. Please contact Charito A. Mittelman at 202-551- or me at 202-551-3411 with any other questions.

Sincerely,
Peggy Kim
Senior Counsel

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      						September 8, 2005

      Mail Stop 4561

James L. Fritzemeier
President
Advisors REIT I, Inc.
8301 E. 21st North-Suite 235
Wichita, KS 67206

	Re:	Advisors REIT I, Inc.
		Amendment No. 1 to Registration Statement on
		Form S-11
      	Filed August 5, 2005
      	Registration No. 333-124916

Dear Mr. Fritzemeier:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

	Please respond to the comments in this letter and in our
letter
dated August 23, 2005 in one response letter.

Form S-11

General

1. We note your responses to previous comments 2 and 78.  We note
that on page 1 you state that Mr. Fritzemeier will receive bonus
incentive compensation based on the profitability of the REIT in
addition to a salary he will receive as CEO of the REIT and other
compensation as a Director.  This compensation arrangement raises
the
question of whether he will be required to register as a broker-
dealer. As Mr. Fritzemeier sells more shares, the profitability of
the REIT will presumably increase. Thus, it appears that the
incentive compensation could be considered transaction-based
compensation in connection with the sale of securities, which
would
mean that the safe harbor under Rule 3a4-1 may not be available.
Please explain whether Mr. Fritzemeier will register as a broker-
dealer, or whether he has an exception or exemption from broker-
dealer registration on which he may rely along with the basis for
that reliance.

2. Please explain whether Mr. Sokolosky (1) will receive any type
of
incentive-based compensation from the REIT or any other party, (2)
will receive any compensation from Dimensions or Dimensions
Financial
Consultants, Inc., or (3) will be able to modify compensation
received by Dimensions` RIAs based on their sales of REIT
securities.

3. Please explain the incentives that Dimensions would have to
encourage its customers to purchase these REIT shares instead of
other investment products, given that Dimensions` advisory fees
would
likely increase with the sale of either a REIT or a third-party
product.  Will Dimensions or its RIAs receive any type of
compensation for the sale of REIT shares that they otherwise would
not be receiving for the sale of third-party products, including
any
non-cash compensation?

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Joshua Forgione, Staff Accountant, at 202-
551-
3431 or Steven Jacobs, Accounting Branch Chief, at 202-551-3403 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Charito A. Mittelman at 202-551-
3402
or me at 202-551-3411 with any other questions.

	Sincerely,

	Peggy Kim
	Senior Counsel

cc:	Michael R. Biggs, Esq. (via facsimile)
	Biggs Wilkerson, L.C.

??

??

??

??

James L. Fritzmeier
Advisors REIT I, Inc.
September 8, 2005
Page 1

</TEXT>
</DOCUMENT>