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August 25, 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
Amendment No. 5 to
Offering Statement on Form 1-A
Filed August 19, 2020
File No. 024-11180
Dear Mr. Wenner:
            We have reviewed your amended offering statement and have the following comment.  In
our comment, 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 comment applies 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 this comment, we may have additional comments.
Prelimianry Offering Circular dated August 18, 2020
Risk Factors, page 14
1.We note your revised disclosure in response to comment 1.  Please clarify whether and
which courts in Florida will be the exclusive forum for claims arising under the federal
securities laws, under the subscription agreements and operating agreement.  Please also
state that there is uncertainty as to whether a court would enforce such provision.  If the
provision applies to Securities Act claims, please also state that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.

 FirstName LastNameDonald Wenner
 Comapany NameDLP Positive Note Fund LLC
 August 25, 2020 Page 2
 FirstName LastName
Donald Wenner
DLP Positive Note Fund LLC
August 25, 2020
Page 2
            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.