Subject: File No. s7-26-07
From: Richard B. "Rick" Chess
Affiliation: President, American Realty Capital Markets, LLC

December 17, 2007

Pandora’s Box     File No. S7-26-07

1. If a “qualified” non securities licensed individuals are approved to receive a portion of a securities commission, why do we stop with commercial real estate brokers? Do oil & gas experts get a similar right (as there are oil and gas rights treated as real estate and are packaged in TIC offerings)?

2. Why stop at 1031 transactions? Do lawyers who know municipal bonds better than securities licensed individuals next get to receive a portion of a securities commission?

3. Since almost every sale of a relinquished property involve a real estate broker, why does the SEC assume less than 100% of acquisition of a TIC 1031 exchange property would not include a realtor? Most realtors will find a broker dealer (maybe one owned by a sponsor) to hand carry their client to accomplish a TIC sale at the highest possible sharing of a commission.

4. Since the Series 22 is one of the easiest securities license to pass, why not require that the real estate broker must pass the exam before they get to share in a commission? This might avoid the question of which real estate broker is qualified (versus number of years selling commercial properties or membership in some real estate organization).

5. Is there some reason that SEC can’t seem to decide if a TIC offering is a security…yet it can decide if a sponsor decides to offer a security, the commission can be shared with a non securities person (yet the commission of a non security TIC offering can’t be shared with a licensed security person, at least according to FINRA)?

As a former legislator, I understand the power of the political pressure by NAR for a resolution that favors their members. As a lawyer of 30 years, I have admired the consistency of SEC in building decisions upon precedence and practicality. Unfortunately the proposal before us suggests that the SEC may be being lead into an area which will result in on going problems as a result of accepting an impractical proposal which ignores SEC precedence.

Richard B. "Rick" Chess
American Realty Capital Markets, LLC
10800 Midlothian Turnpike, Suite 239
Richmond, VA 23235