SEC Comment Letter for Investment Grade R.E. Income Fund, L.P. (CIK 0001798925) — Jul 6, 2022
Investment Grade R.E. Income Fund, L.P. (CIK 0001798925)
Date: July 6, 2022 · CIK: 0001798925 · Accession: 0000000000-22-007146
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File numbers found in text: 024-11181
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United States securities and exchange commission logo
July 6, 2022
William J. Levy
Senior Director
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
Post-qualification Amendment No. 3
Filed June 22, 2022
File No. 024-11181
Dear Mr. Levy:
We have reviewed your amendment 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.
Post-qualification Amendment No. 3 to Offering Statement on Form 1-A filed June 22, 2022
Cover Page
1.We note your disclosure that you have sold 9,383,133 of the 40,000 Units offered. Please
reconcile this disclosure or advise.
Independent Auditors' Report, page 45
2.Please have your auditor include a signature on the Independent Auditors' Report.
FirstName LastNameWilliam J. Levy
Comapany NameInvestment Grade R.E. Income Fund, L.P.
July 6, 2022 Page 2
FirstName LastName
William J. Levy
Investment Grade R.E. Income Fund, L.P.
July 6, 2022
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.
Please contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jason Luhan