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(813) 204-6401 [Direct Line] |
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| 1801 N. Highland Avenue Tampa, Florida 33602 (813) 224-9255[Phone] (813) 223-9620 [Fax] www.bushross.com
Mailing Address: Post Office Box 3913 Tampa, Florida 33601-3913 |
February 8, 2018
Via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Mail Stop 4720
Washington, DC 20549
Attn: Michael Clampitt, Staff Attorney
RE: | Ministry Partners Investment Company, LLC |
| Class 1A Notes - Registration Statement on Form S-1 File No. 333-221954 |
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), in response to your comment letter dated February 6, 2018 related to the Company’s Pre-Effective Amendment No. 2 to Registration Statement on Form S-1 filed on January 30, 2018. We appreciate your office’s review of the Company’s submission. We hereby respond to these comments in the order of their presentation in your comment letter:
Frequently Asked Questions About the Notes
Are there fees associated with my investment, page 7
1. | We note your revised disclosure. However, it is still unclear as to what fees will be assessed and charged against interest earned on the Notes. Please revise to clarify. |
RESPONSE:
We have amended the disclosure in the Frequently Asked Questions About the Notes on page 7 to make it clear that no fees will be assessed and charged on the purchase of a Note, including accrued interest by an investor.
February 8, 2018
Page 2
Exhibits
2. | Exhibit 5.1 still has the reliance issue. Please delete and refile as Exhibit 5.2. |
RESPONSE:
We have deleted the reliance language from the Opinion of Counsel and refiled the same as Exhibit 5.2.
Should you have additional questions or comments regarding this matter, please contact me at (813) 224-9255. Thank you for your attention and courtesies with respect to this matter.
Respectfully Submitted,
cc: Joseph W. Turner, Jr.
Response to SEC Comments-42a1c4bdad614297ace2604bf145d258.docx