SecProbe.io

April 9, 2020
Donald Wenner
President, DLP PNF Manager LLC
DLP Positive Note Fund LLC
605 Palencia Club Drive
St. Augustine, FL 32095
Re:DLP Positive Note Fund LLC
Offering Statement on Form 1-A
Filed March 18, 2020
File No. 024-11180
Dear Mr. Wenner:
            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.
Amendment No. 1 to Offering Statement on Form 1-A
Description of Securities Offered, page 37
1.We note the arbitration, exclusive forum and jury waiver provisions in section 6.02 of
your limited liability company operating agreement; section 11(f) of your note holder
subscription agreement; and section 2.6 of your promissory notes.  Please describe these
provisions in your offering circular.  Also disclose:
•Whether these provisions apply to federal securities law claims;
•Whether these provisions apply to other applicable state or federal law claims;
•Whether secondary purchasers would be subject to these provisions;
•If you plan to apply these provisions to federal securities law claims, that investors
cannot waive compliance with the federal securities laws and the rules and
regulations promulgated thereunder (see Section 14 of the Securities Act and Section
29(a) of the Exchange Act);

 FirstName LastNameDonald Wenner
 Comapany NameDLP Positive Note Fund LLC
 April 9, 2020 Page 2
 FirstName LastNameDonald Wenner
DLP Positive Note Fund LLC
April 9, 2020
Page 2
•If applicable, risk factors relating to these provisions; and
•If applicable, uncertainty regarding whether courts would enforce these provisions.

If these provisions do not apply to federal securities law claims, please revise your
exhibits to clarify.
Plan of Distribution, page 38
2.We note your references to online platforms in this section.  Please describe such online
platforms including their relationship to the issuer.  Provide your analysis which explains
clearly whether such platforms are associated persons of the issuer and how you
determined that they may rely on Exchange Act Rule 3a4-1.  To the extent they may not
rely upon Rule 3a4-1, please tell us your consideration of whether such online platforms
are required to register as broker dealers under the Exchange Act.  We may have further
comment.
Advertising, Sales or Other Promotional Materials, page 39
3.We note your disclosure regarding the use additional advertising, sales and other
promotional materials in this section.  Please confirm that any such communications will
comply with the conditions in Securities Act Rule 255(b).   Also, please supplementally
provide us with copies of all written communications you present to potential investors
prior to the qualification of the offering circular.
Prior Performance Summary
Table I, page 42
4.Please revise Table I to disclose the dollar amount offered in each of the prior programs
presented.
Table III, page 44
5.Please tell us why you have not included summary GAAP balance sheet data and
information regarding distributions per $1,000 in Table III.
Security Ownership of Management and Certain Securityholders, page 50
6.We note that the information regarding the equity ownership of the Manager is as of
December 31, 2019, which is a date before the Company’s inception date of January 16,
2020 and the financial statement date of February 29, 2020. Please tell us why these
equity interests are not reflected in the balance sheet on page F-2.
Part III – Exhibits, page 61
7.Please revise to include a consent of your auditors to the use of their audit report in this
Offering Circular. Refer to Item 17.11 of Part III-Exhibits of Form 1-A.

 FirstName LastNameDonald Wenner
 Comapany NameDLP Positive Note Fund LLC
 April 9, 2020 Page 3
 FirstName LastName
Donald Wenner
DLP Positive Note Fund LLC
April 9, 2020
Page 3

Independent Auditors’ Report, page F-1
8.We note that the opinion paragraph of your auditors’ report refers to "cash flows for
period January 16, 2020 (inception) to February 29, 2020" but no statement of cash flows
is provided nor it is referenced in the scope paragraph. Additionally, we note that
"changes in retained earnings, for the period January 16, 2020 (inception) to February 29,
2020" is included in the scope paragraph, but you have not provided a statement of
changes in equity. Please revise to provide audited statements of cash flows and changes
in owners' equity or have your auditors revise their report as appropriate.
Note Schedule, page 63
9.Please explain the footnote to the schedule that the Note Schedule may be subject to
periodic change.
            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 Jorge Bonilla at 202-551-3414 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ira Levine, Esq.