September 14, 2018


Via E-Mail

Chip Patterson
MacKenzie Capital Management, LP
1640 School Street
Moraga, CA 94556

       Re:    Inland Real Estate Income Trust, Inc.
              Schedule TO-T filed on September 10, 2018
              Filed by MacKenzie Capital Management, LP et al.
              File No. 5-90632

Dear Mr. Patterson:

       The Office of Mergers and Acquisitions has reviewed the filing listed
above. Our
comments follow. All defined terms have the same meaning as in the Offer to
Purchase included
as Exhibit 99(A)(1) to the Schedule TO-T.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. 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 filing and the information you
provide in
response to these comments, we may have additional comments.

Offer to Purchase

Summary Term Sheet   When Will you Pay Me For the Shares I Tender?

   1. You state that you will pay for shares tendered "upon confirmation that
the Shares have
      been transferred to us." Your obligation under Rule 14e-1(c) is to pay
promptly. It does
      not appear that this is a limited partnership where there may be factors
affecting the date
      of payment. Clarify what the quoted language means or revise to state
that you will pay
      promptly in accordance with Rule 14e-1(c). We may have further comments.
 Chip Patterson , Esq.
MacKenzie Capital Management, LP
September 14, 2018
Page 2


Section 12. Source of Funds

   2. We note your disclosure that "Purchasers anticipate funding all of the
purchase price and
      related expenses through their existing capital and assets." Clarify
whether the "assets"
      referenced are liquid or cash reserves.

Section 13. Conditions to the Offer

   3. Revise the language in the first sentence of the last paragraph of this
section, to avoid the
      implication that Purchasers can avoid taking action on any offer
condition when
      "triggered" by failing to assert it.

Section 16. Miscellaneous

   4. While you are not required to distribute the offer materials into any
foreign jurisdiction,
      tenders must be accepted from all shareholders wherever located. See Rule
14d-10 and
      guidance in Release No. 33-8957 (September 19, 2008). Please revise your
disclosure
      here accordingly.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact me at (202) 551- 3263 with any questions about these comments.


                                                     Sincerely,

                                                     /s/ Christina Chalk

                                                     Christina Chalk
                                                     Senior Special Counsel
                                                     Office of Mergers and
Acquisitions