SEC – ‘UPLOAD’ from 11/14/05 re: Advisors REIT I, Inc – ‘LETTER’

On:  Monday, 11/14/05, at 12:00pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/6/06   ·   Accession #:  0-5-57396

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    13K 


November 1, 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. 3 to Registration Statement on Form S-11
Filed October 26, 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.                                                         

General                                                                         
1. Please provide a more detailed response regarding Mr.                        
Sokolosky`s                                                                     
eligibility for the Rule 3a4-1 safe harbor.  In particular, Rule                
3a4-                                                                            
1(a)(4)(ii)(A) requires that the "associated person primarily                   
performs, or is intended primarily to perform at the end of the                 
offering, substantial duties for or on behalf of the issuer                     
otherwise                                                                       
than in connection with transactions in securities."                            

Your response states that the Board of Directors, of which Mr.                  
Sokolosky is a member, "will have substantial duties following the              
completion of the offering."  Nevertheless, as required by the                  
safe                                                                            
harbor, you do not directly address how Mr. Sokolosky will meet                 
Rule                                                                            
3a4-1(a)(4)(ii)(A) beyond describing the duties of the Board.                   
Please                                                                          
describe in specific detail all of "substantial duties" on behalf               
of                                                                              
the issuer Mr. Sokolosky will primarily perform at the end of the               
offering.  In order to be able to use this safe harbor, these                   
duties                                                                          
cannot be in connection with securities transactions.                           

Sales Literature                                                                

Exhibit 99.1                                                                    
2. We note your response to comment 8 in our letter dated October               
17,                                                                             
2005 and your revised disclosure that distributions earlier than                
12                                                                              
months after the offering would probably be a return of capital.                
Please remove the parentheses and revise to clarify that until you              
generate operating cash flows sufficient to pay distributions, you              
may make distributions from the proceeds of this offering or from               
borrowings, which may include a return of capital.  Similarly,                  
please                                                                          
revise your disclosure of your distribution policy on pages 6 and               
73                                                                              
to clarify that you may make distributions from the proceeds of                 
the                                                                             
offering if you do not generate sufficient operating cash flows to              
pay distributions.                                                              

*       *       *                                                               

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.                                           

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James L. Fritzemeier                                                            
Advisors REIT I, Inc.                                                           
November 1, 2005                                                                
Page 3                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/6/06		CORRESP,  UPLOAD
Filed on:		11/14/05		CORRESP,  S-11/A,  UPLOAD
		11/1/05		UPLOAD
		10/26/05		S-11/A,  UPLOAD
		10/17/05		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/05  Advisors REIT I, Inc.             S-11/A¶                8:3.1M                                   Toppan Merrill-FA