SEC Comment Letter for AEI Income & Growth Fund 26 LLC (CIK 0001326321) — Aug 9, 2005
AEI Income & Growth Fund 26 LLC (CIK 0001326321)
Date: Aug. 9, 2005 · CIK: 0001326321 · Accession: 0000000000-05-041053
AI Filing Summary & Sentiment
File numbers found in text: 333-125266
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August 9, 2005
Mail Stop 4561
Robert P. Johnson
President
AEI Income & Growth Fund 26 LLC
1300 Wells Fargo Place
30 East Seventh Street
St. Paul, MN 55101
Re: AEI Income & Growth Fund 26 LLC
Registration Statement on Form SB-2/A-1
Filed July 26, 2005
Registration No. 333-125266
Dear Mr. Johnson:
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
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.
General
1. In response to previous comment 1, please revise the
registration
fee table and prospectus cover page to disclose the number of
units
being registered under the distribution reinvestment plan.
2. We note your response to previous comment 3. Please be advised
that you are responsible for analyzing the applicability of the
tender offer rules to your share repurchase plan and for
determining
the availability of any exemption under Rule 13e-4 and Regulation
14E. We are not taking a position on the conclusions described in
your response and urge you to consider all the elements of your
share
repurchase program in determining whether the program is
consistent
with relief granted by the Division of Corporation Finance in
prior
no action letters.
3. We note your response to comment 10. Please relocate the "Who
May
Invest" section immediately after the cover page. Refer to Item 2
of
Guide 5.
4. We note your response to comment 6. We may have additional
comments once we have received and reviewed copies of the
referenced
reports.
Estimated Use of Proceeds, page 13
5. The offering expenses disclosed in the table appear to be
inconsistent with the amount disclosed in the compensation table
on
page 27. Please revise to conform.
Financial Statements, page 45
General
6. Please continue to monitor the updating requirements of Rule
310
(g) of Regulation S-B.
Financial Statements of AEI Fund Management XXI, Inc., page 49
Financial Statement Presentation, page 50
7. We have reviewed your response to comment 18. Since the scope
of
EITF 04-5 is limited to entities that are not variable interest
entities under FIN 46(R), please further expand your response to
clarify your consideration of FIN 46(R). Please also consider
disclosing the basis for your consolidation policy and the early
adoption of EITF 04-5 within your audited financial statements.
Sales Literature
Broker Fact Sheet
8. Since the Fund will not be listed and is not a REIT, the
returns
of the NAREIT Index are not an appropriate indicator of
performance
or volatility. In addition, NAREIT Index returns are not an
appropriate proxy for "real estate investments" generally.
Accordingly, please remove the reference to NAREIT Index returns.
Tombstone Advertisement
9. Please advise us how the various headlines and the legend
comply
with the requirements of Rule 134 of the Securities Act.
Public Fund Composite Historical Distribution Summary
10. Please provide us the data underlying the chart for each of
the
funds, including information on the source of the distributions.
In
addition, please advise us whether the information in the graph is
derived from information included in the prior performance tables
in
the prospectus. In addition, please include balancing summary
risk
factor disclosure.
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 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.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Thomas Flinn, Accounting Examiner, at 202-
551-
3469 or Cicely Lucky, Accounting Branch Chief, at 202-551-3413 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 202-551-3852 with any other questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: Thomas O. Martin, Esq. (via facsimile)
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Robert P. Johnson
AEI Income & Growth Fund 26 LLC
August 9, 2005
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