SEC Comment Letter for Investment Grade R.E. Income Fund, L.P. (CIK 0001798925) — Mar 23, 2020
Investment Grade R.E. Income Fund, L.P. (CIK 0001798925)
Date: March 23, 2020 · CIK: 0001798925 · Accession: 0000000000-20-002487
AI Filing Summary & Sentiment
File numbers found in text: 024-11181
Letter
March 19, 2020 William J. Levy Senior Director and Founder Investment Grade R.E. Income Fund, L.P. 831 State Street, Suite 280 Santa Barbara, California 93101 Re:Investment Grade R.E. Income Fund, L.P. Offering Statement on Form 1-A Filed March 18, 2020 File No. 024-11181 Dear Mr. Levy: We have reviewed your 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 amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Preliminary Offering Circular filed on March 18, 2020 Prior Performance, page 31 1.We note your disclosure in this section as well as in your response to prior comment 5 indicating that prior performance data is not required because neither your manager nor its affiliates has acted as a sponsor in connection with any other funds. However, we also note that risk factor disclosure on page 7 refers to the prior performance of funds associated with your manager. Please reconcile. Repurchase of Units, page 49 2.We note your response to comment 3 and we reissue it in part. Please disclose whether there are any limits on the amount or source of funds you can use to repurchase Units.
FirstName LastNameWilliam J. Levy Comapany NameInvestment Grade R.E. Income Fund, L.P. March 19, 2020 Page 2 FirstName LastName William J. Levy Investment Grade R.E. Income Fund, L.P. March 19, 2020 Page 2 We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. 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
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March 19, 2020
William J. Levy
Senior Director and Founder
Investment Grade R.E. Income Fund, L.P.
831 State Street, Suite 280
Santa Barbara, California 93101
Re:Investment Grade R.E. Income Fund, L.P.
Offering Statement on Form 1-A
Filed March 18, 2020
File No. 024-11181
Dear Mr. Levy:
We have reviewed your 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 amending your offering statement and providing the
requested information. 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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Preliminary Offering Circular filed on March 18, 2020
Prior Performance, page 31
1.We note your disclosure in this section as well as in your response to prior comment
5 indicating that prior performance data is not required because neither your manager nor
its affiliates has acted as a sponsor in connection with any other funds. However, we also
note that risk factor disclosure on page 7 refers to the prior performance of funds
associated with your manager. Please reconcile.
Repurchase of Units, page 49
2.We note your response to comment 3 and we reissue it in part. Please disclose whether
there are any limits on the amount or source of funds you can use to repurchase Units.
FirstName LastNameWilliam J. Levy
Comapany NameInvestment Grade R.E. Income Fund, L.P.
March 19, 2020 Page 2
FirstName LastName
William J. Levy
Investment Grade R.E. Income Fund, L.P.
March 19, 2020
Page 2
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
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