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SEC Comment Letter for ADVISORS REIT I, Inc (CIK 0001325445) — Sep 13, 2005

ADVISORS REIT I, Inc (CIK 0001325445)
Date: Sept. 13, 2005 · CIK: 0001325445 · Accession: 0000000000-05-047239

AI Filing Summary & Sentiment

File numbers found in text: 333-124916

Referenced dates: August 23, 2005, September 8, 2005

Date
September 13, 2005
Author
Peggy Kim
Form
UPLOAD
Company
ADVISORS REIT I, Inc (CIK 0001325445)

Letter

September 13, 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 additional 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, our letter dated September 8, 2005 and our letter dated August 23, 2005 in one response letter.

General 1. We note that Dimensions Investment Management, Inc., a SEC registered investment adviser, and its affiliate Dimensions Financial Consultants ("DFC"), an investment adviser registered with the state of Kansas but not the SEC, share the same principal office and place of business. Rule 203A-2(c) of the Advisers Act exempts from the prohibition on SEC registration investment advisers that are under common control and have the same principal place of business as a SEC registered investment adviser; generally, an adviser exempt from the prohibition on Commission registration is required to register with the Commission absent eligibility for some form of registration exemption. Because Mr. Sokolosky owns (through a trust) more than 25% of Dimensions stock and is a co-owner (with Mr. Rappard) of DFC, it would appear that the two entities are under common control and DFC must register with the SEC. 2. Please note that because Mr. Sokolosky is a principal of Dimensions and he will be selling REIT securities primarily to Dimensions` clients, Dimensions must disclose this conflict of interest on its Form ADV filed through the IARD and also in the disclosure brochure it must give to clients. See Item 8 of Part 1A of Form ADV and Item 9 of Part II of Form ADV. Specifically, Mr. Sokolosky and Dimensions have fiduciary obligations to their clients, therefore Dimensions must disclose that it, through Mr. Sokolosky`s ownership interest in Dimensions, has a financial interest in the sale of these securities.

Form S-11

Suitability Standards 3. The Advisers Act requires RIAs to make suitability determinations when selling REIT securities to investors. In particular, an adviser has a duty under the Act to make a reasonable inquiry into the client`s financial situation, investment experience and investment objectives and make a reasonable determination that the advice is suitable in light of the client`s situation, experience and objectives. Please amend your registration statement to state that RIAs selling the registrant`s shares will make suitability determination as required by the Advisers Act.

* * *

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 additional 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 the Division of Investment Management with any questions on the comments contained in this letter at 202-551- 6999. Please contact Charito A. Mittelman at 202-551-3402 or me at 202- 551- 3411 with any other questions.

Sincerely,
Peggy Kim
Senior Counsel

Show Raw Text
<DOCUMENT>
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<TEXT>

      September 13, 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
additional
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, our letter
dated
September 8, 2005 and our letter dated August 23, 2005 in one
response letter.

General
1. We note that Dimensions Investment Management, Inc., a SEC
registered investment adviser, and its affiliate Dimensions
Financial
Consultants ("DFC"), an investment adviser registered with the
state
of Kansas but not the SEC, share the same principal office and
place
of business.  Rule 203A-2(c) of the Advisers Act exempts from the
prohibition on SEC registration investment advisers that are under
common control and have the same principal place of business as a
SEC
registered investment adviser; generally, an adviser exempt from
the
prohibition on Commission registration is required to register
with
the Commission absent eligibility for some form of registration
exemption.  Because Mr. Sokolosky owns (through a trust) more than
25% of Dimensions stock and is a co-owner (with Mr. Rappard) of
DFC,
it would appear that the two entities are under common control and
DFC must register with the SEC.
2. Please note that because Mr. Sokolosky is a principal of
Dimensions and he will be selling REIT securities primarily to
Dimensions` clients, Dimensions must disclose this conflict of
interest on its Form ADV filed through the IARD and also in the
disclosure brochure it must give to clients.  See Item 8 of Part
1A
of Form ADV and Item 9 of Part II of Form ADV.  Specifically, Mr.
Sokolosky and Dimensions have fiduciary obligations to their
clients,
therefore Dimensions must disclose that it, through Mr.
Sokolosky`s
ownership interest in Dimensions, has a financial interest in the
sale of these securities.

Form S-11

Suitability Standards
3. The Advisers Act requires RIAs to make suitability
determinations
when selling REIT securities to investors.  In particular, an
adviser
has a duty under the Act to make a reasonable inquiry into the
client`s financial situation, investment experience and investment
objectives and make a reasonable determination that the advice is
suitable in light of the client`s situation, experience and
objectives.  Please amend your registration statement to state
that
RIAs selling the registrant`s shares will make suitability
determination as required by the Advisers Act.

*	*	*

      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 additional 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 the Division of Investment Management with
any
questions on the comments contained in this letter at 202-551-
6999.
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.

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James L. Fritzemeier
Advisors REIT I, Inc.
September 13, 2005
Page 1

</TEXT>
</DOCUMENT>