SecProbe.io

March 3, 2020
William J. Levy
Senior Director and Founder
Investment Grade R.E. Income Fund, L.P.
1470 E. Valley Road #5295
Santa Barbara, California 93108
Re:Investment Grade R.E. Income Fund, L.P.
Draft Offering Statement on Form 1-A
Filed February 5, 2020
CIK 0001798925
Dear Mr. Levy:
            We have reviewed your draft offering statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  If you do not believe our comments apply to
your facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.  After reviewing your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Form DOS filed February 5, 2020
Cover page
1.Disclosure on page 3 and in the Business section indicates that you may invest in
properties with tenants that do not have investment grade rated credit ratings but that may
be “other unrated but creditworthy tenants . . . as determined by the General Partner.”  To
avoid confusion that may arise from the use of the term “investment grade” in the
company’s name, please revise the cover page to clarify that any or all of your
investments may be in properties leased by tenants that do not have an investment grade
credit rating.

 FirstName LastNameWilliam J. Levy
 Comapany NameInvestment Grade R.E. Income Fund, L.P.
 March 3, 2020 Page 2
 FirstName LastName
William J. Levy
Investment Grade R.E. Income Fund, L.P.
March 3, 2020
Page 2
Management, page 42
2.Please provide Messrs. Levy’s and Peus’ principal occupations and employment during
the last five years and the name and principal business of any corporation or other
organization in which such occupations and employment were carried on.  See Item 10(c)
of Form 1-A.
Repurchase of Units, page 49
3.Please disclose whether there are any limits on the number of Units you can repurchase at
any time or from time to time, or on the amount or source of funds you can use to
repurchase Units.
Signatures, page 73
4.Please identify and have the offering statement signed by your principal executive officer,
principal financial officer, principal accounting officer, and a majority of the members of
your board of directors or governing body, as appropriate.  See Instructions to Signatures
of Form 1-A.
General
5.We note that you are a limited partnership that intends to invest in commercial properties
and that you have not as yet identified any properties to acquire with the net proceeds of
this offering.  As a result, your offering appears to constitute a “blind-pool” offering.
Accordingly, as applicable, please provide the prior performance information of the
general partner and its affiliates, and other disclosures contemplated by Industry Guide 5,
or tell us why such disclosure should not be provided in this document.  Please refer to
Release No. 33-6900 (June 17, 1991), and Item 7(c) of Part II of Form 1-A.
6.In an appropriate section of your offering circular, please clearly and prominently disclose
the provisions of the Amended and Restated Limited Partnership Agreement and the
Subscription Agreement that identify courts in the County of Orange, State of California
as the exclusive forum for litigation related to those agreements.   Please disclose whether
each provision permits claims to be made in both federal and state courts in Orange
County and whether it applies to actions arising under the Securities Act or Exchange Act.
In that regard, note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to claims arising under the Securities Act or Exchange Act, please also
revise your offering statement to state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please ensure that the

 FirstName LastNameWilliam J. Levy
 Comapany NameInvestment Grade R.E. Income Fund, L.P.
 March 3, 2020 Page 3
 FirstName LastName
William J. Levy
Investment Grade R.E. Income Fund, L.P.
March 3, 2020
Page 3
exclusive forum provision in each agreement states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions arising
under the Securities Act or Exchange Act. Lastly, please include risk factor disclosure that
clearly describes any risks or other impact on investors, such as increase costs to bring
claim, and that the provisions may discourage claims or limit investors' ability to bring a
claim in a judicial forum they find favorable.
            You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lynne Bolduc