HOWARD S. HIRSCH
Direct Dial: 404-443-6703
Direct Fax: 404-238-9626
E-Mail Address: hhirsch@bakerdonelson.com
October 28, 2009
Ms. Sonia G. Barros, Special Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E., Mail Stop 4561 Washington, DC 20549 | VIA EDGAR |
| Re: | Strategic Storage Trust, Inc. (the “Company”) | |
| Post-Effective Amendment No. 6 filed on October 14, 2009 | ||
| File No. 333-146959 |
Dear Ms. Barros:
Pursuant to our telephone conversation of October 27, 2009, we commit to you that in the Company’s final prospectus to be filed on or about October 28, 2009, we will include the following disclosures related to fees paid by the Company to its affiliates:
“Fees Paid to Our Affiliates
We have executed an advisory agreement with our advisor, a property management agreement with our property manager and a dealer manager agreement with our dealer manager, which entitles our advisor, our property manager and our dealer manager to specified fees upon the provision of certain services with regard to this offering and investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by our advisor on our behalf and reimbursement of certain costs and expenses incurred by our advisor in providing services to us.
Pursuant to the terms of those agreements, the following related party costs were incurred for the three and six months ended June 30, 2009, the six months ended June 30, 2008 and from our inception to June 30, 2009:
Ms. Sonia G. Barros
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| Three Months Ended June 30, 2009 Incurred | Six Months Ended June 30, 2009 Incurred | Six Months Ended June 30, 2008 Incurred | Inception to June 30, 2009 Incurred | |||||||||
Expensed | ||||||||||||
Reimbursement of operating expenses (including organizational costs) | $ | 192,478 | $ | 356,958 | $ | 507,995 | $ | 1,563,230 | ||||
Asset management fees | 74,883 | 128,984 | — | 161,051 | ||||||||
Property management fees | 56,713 | 104,259 | — | 126,677 | ||||||||
Acquisition fees and acquisition expenses | 244,630 | 495,282 | — | 495,282 | ||||||||
Capitalized | ||||||||||||
Acquisition fees and acquisition expenses | — | — | — | 419,700 | ||||||||
Prepaid expenses and other assets | — | — | 180,114 | 184,282 | ||||||||
Additional Paid-in Capital | ||||||||||||
Selling commissions | 1,412,370 | 2,208,800 | 219,594 | 3,651,933 | ||||||||
Dealer management fee | 605,302 | 946,628 | 96,436 | 1,565,114 | ||||||||
Reimbursements of offering costs | 329,333 | 644,068 | 2,056,211 | 3,258,178 | ||||||||
Total | $ | 2,915,709 | $ | 4,884,979 | $ | 3,060,350 | $ | 11,425,447 | ||||
As of June 30, 2009, we had amounts due to affiliates totaling $1,176,172.”
If you have any questions with respect to any of the foregoing, please do not hesitate to contact us.
Sincerely,
/s/ Howard S. Hirsch
For Baker, Donelson, Bearman, Caldwell & Berkowitz, PC