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CORRESP
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Division of Corporation Finance
Via Edgar

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

July 29, 2024

Re:
PFG Fund V, LLC

Offering Statement on Form
1-A

Filed December 27, 2023

File No. 024-11412

Dear Sir or Madam:

This letter is submitted on behalf
of PFG Fund V, LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance, Office of
Real Estate & Construction (the “Staff”) of the Securities & Exchange Commission (the “Commission”) in
a letter dated July 11, 2024 (the “Comment Letter”) with respect to the Company’s
Offering Statement on Form 1-A (File No. 024-11412) submitted for review pursuant to Regulation A under the Securities Act of 1933, as
filed, to the Commission on December 27, 2023. The responses provided are based upon information provided to Geraci Law Firm by the Company.
Each line item below corresponds to the comment number in your letter followed by our response:

Amended Offering Statement on Form 1-A

 i. COVER PAGE.

1.       Comment:
Disclose on the cover page that repayment demands will be processed on a “first-come, first-served basis,” as you explain
elsewhere, and that you reserve the right to reject repayment demands.

Response: The cover
page has been updated to disclose that Repayment Demands will be processed on a “first-come, first-served basis,” and the
Company has the right to reject Repayment Demands, subject to factors which are further described in the Offering Circular.

2.       Comment:
Please expand your cover page disclosure to state whether a percentage of the proceeds from this
offering will be held in reserve to meet redemption demands or if you have otherwise set aside reserves to pay demands on your notes,
or revise to explain that no percentage or reserves have been determined. To the extent there are reserves, revise to clarify on the cover
page and in your offering circular how you will allocate reserves if redemption demands exceed the availability of funds, disclose in
what type of account reserves will be held, and explain in what form the reserves will be held, whether in cash or otherwise. Explain
whether reserves may be invested, and if so, explain in what assets or securities the reserves may be invested.

Response: The cover
page disclosure language has been updated as follows: “The Company currently does not hold a percentage of proceeds from this Offering
or a loss reserve. In cases where sufficient funds are not immediately available, the Company will communicate with the affected Noteholders
regarding the status of their interest payments and Repayment Demands. The Company will provide information on the expected duration of
the delay in interest payments, repayment of Notes, and the anticipated timeline for when funds may become available. Noteholders should
understand that these estimates are subject to change based on the actual performance and repayment schedules of the underlying loans.
Please see “Prospectus Summary” and “Summary of Notes” for additional information.”“

    Re:
    Response Letter

    August
    1, 2024

    Page
    2

In addition, please be advised that PFG Fund V, LLC
is Offering Promissory Notes which represents a debt offering. PFG Fund V, LLC is not not an equity offering of membership interests,
and therefore, will not have “redemption demands” as stated in your comment above.

3.       Comment:
We note your disclosure on page 6 that your manager is entitled to 100% of your distributable cash, and that therefore, you may not have
enough cash to repay the notes following the receipt of a repayment demand. Please revise your disclosure here to highlight this risk
and also explain whether this is a risk with respect to interest payments. In addition, we note that Section 5.8 of your operating agreement
states that the manager will be entitled to certain fees and reimbursement of certain expenses. Please tell us how this disclosure is
consistent with the operating agreement.

Response: The disclosure
language under the section “Our Manager is entitled to 100% of the distributable cash of the Company on a monthly basis”,
has been updated to highlight the risk and that this is a risk associated with both the Company’s ability to make interest payments
and/or repay Notes following receipt of a Repayment Demand request. The disclosure language has been updated as follows: “Our Manager
is entitled to 100% of the distributable cash of the Company. The Manager may be paid this monthly. Since all of our distributable cash,
with the exception of a minimal amount of retained earnings, will be distributed to our Manager, there may be instances where we may not
have enough cash to make interest payments and/or repay Notes following receipt of Repayment Demand request. The Company’s ability
to make interest payments and repay Notes depends on the availability of cash in a liquid account. The Company’s business involves
making loans, which are not liquid assets. If sufficient funds are not available in a liquid account because they are tied up in loans,
the Company will need to wait until funds become available, either from interest collected on loans or from loans being paid off in full.

Although our Notes have a continuous
term, Noteholders do have a right to elect to make Repayment Demand any time after 1-month with at least 90 days written notice and subject
to availability of cash on hand. There is no sinking provision to honor such Repayment Demands and no guarantee, since we lack liquidity,
that Repayment Demands will be honored. In cases where sufficient funds are not immediately available, the Company will communicate with
the affected Noteholders regarding the status of their interest payments and Repayment Demands. The Company will provide information on
the expected duration of the delay in interest payments, repayment of Notes, and the anticipated timeline for when funds may become available.
Noteholders should understand that these estimates are subject to change based on the actual performance and repayment schedules of the
underlying loans. Repayment Demands will occur on a first-come, first-served basis. Such Repayment Demands will not be subject to any
penalty.

In addition, the disclosure is
consistent with Section 5.8 of the Company’s Operating Agreement, which outlines the Manager’s entitlement to compensation
for services rendered to the Company, as well as reimbursement for customary and reasonable expenses. Specifically, Section 5.8 allows
the Manager and its Affiliates to receive servicing fees, origination and administration fees, and inspection fees, as detailed in the
Offering Circular. The disclosure further clarifies that the Manager is entitled to 100% of the distributable cash, emphasizing the Manager’s
right to be compensated from the Company’s available cash. This arrangement aligns with the Operating Agreement’s provisions,
ensuring that the Manager is compensated for their services while also addressing potential liquidity challenges that may affect the Company’s
ability to make interest payments and meet Repayment Demands.

    Re:
    Response Letter

    August
    1, 2024

    Page
    3

 ii. PROSPECTUS SUMMARY, PAGE 1.

4.       Comment:
We note your revised disclosure on page 44 that you will give the noteholder not less than 30 days
prior written notice by first class mail or email of each repayment. Please include this disclosure in the summary and reconcile with
Section 5.2 of the form of promissory note filed as Exhibit 3 which refers to 5 days’ notice.

Response: The following
requested disclosure language has been included in the Prospectus Summary, “When the Company exercises its right to repay the Note,
the Company will give the Noteholder not less than 30 days prior written notice by first class mail or email (to the last known physical
or email address of the Noteholder appearing on the Company’s records) of each repayment initiated by the Company, specifying the
principal amount of the Notes to be repaid, the Partial Repayment Date or Full Repayment Date (as applicable), and the updated principal
balance.”

In addition, Section 5.2 of the
form of Promissory Note has been updated to include the requested disclosure language: “Borrower may, at its sole option, elect
to prepay all or any portion of the Note, including any unpaid principal balance, at any time and shall give Lender not less than Thirty
(30) days prior written notice by first class mail or email (to the last known physical or email address of the Lender appearing on the
Borrower’s records) of each repayment, specifying the principal amount of the Notes to be repaid, the Partial Repayment Date or
Full Repayment Date (as applicable), and the updated principal balance.”

5.       Comment:
We note your disclosure here and elsewhere in the offering statement that you reserve the right
to repay any note, in whole or in part, for any reason, at your sole and absolute discretion. Please revise your disclosure in the offering
statement to describe this right in more detail and to clarify under what circumstances you might prepay certain notes but not others.

Response: The following
language has been added after the disclosure that the Company reserves the right to repay any Note, in whole or in part, for any reason,
at its sole and absolute discretion:

“Prepayment of Notes may
occur for a variety of reasons, including but not limited to strategic financial management, optimization of debt structure, or unforeseen
business needs. The Company may choose to prepay certain Notes over others based on factors such as:

 ● Cash
                                            Availability: Prepayment decisions will consider the Company’s current cash flow
                                            and liquidity status. Prepayment might be prioritized for Notes that, if prepaid, will most
                                            effectively maintain or improve the Company’s financial stability.

 ● Business
                                            Operations: Operational requirements and future investment opportunities might necessitate
                                            selective prepayment. For example, Notes might be prepaid to facilitate significant investments
                                            or to adjust the Company’s debt profile in anticipation of large upcoming expenditures.

 ● Negotiated
                                            Terms: Certain Notes may have terms or conditions that make them more advantageous to
                                            prepay earlier. This could include variations in covenants, or other specific agreements
                                            with Noteholders.

 ● Regulatory
                                            and Compliance Factors: Prepayments may also be influenced by regulatory requirements
                                            or compliance considerations which necessitate the prioritization of certain Notes.

Noteholders should understand that
the Company retains full discretion in these matters and that decisions will be made based on what the Company deems to be in the best
interest of its overall business strategy and financial health.”

    Re:
    Response Letter

    August
    1, 2024

    Page
    4

6.       Comment:
Please describe how updates disclosing the amount of noteholder repayment demand requests will be made to investors, such as explaining
whether such updates will be in the form of post-qualification amendments, offering circular supplements, or otherwise. Please describe
what steps, if any, you will take, to protect investors in the event of a rush of repayment demands, and you lack funds to meet all your
repayment demands. For example, clarify whether all repayment demands will be paid based on the date of the repayment demand without respect
to the total amount of repayment demands received, or explain whether you will make repayment demands to investors in certain situations
on a pro rata basis. Also explain how you will address a situation where one investor’s repayment demand exceeds available funds.

Response: The Company
will update investors regarding all of the Noteholder Repayment Demand requests made in its annual post-qualification amendment filings.
In the event of a rush of Repayment Demands, and the Company’s lack of funds to meet all the Repayment Demands, the Company will
file a post-qualification amendment to notify all current investors of such situation and the Company’s response, ensuring investors
have access to current and relevant information. This approach ensures transparency and keeps investors well-informed about the financial
status and liquidity of the Company.

In the event of a surge in repayment
demands and insufficient funds to meet all requests, the Company will implement several protective measures. First, as stated in the offering
circular, repayment demands will be honored on a first-come, first-served basis. This ensures fairness and transparency, with earlier
demands being prioritized. If funds are not immediately available, the Company will notify affected Noteholders about the delay, providing
details on the expected timeline for when funds may become available. This communication is critical to maintaining trust and managing
expectations.

For partial repayments, the Company
will maintain detailed records of each repayment demand and the corresponding repayment made. Noteholders will receive statements reflecting
any partial repayments and the updated principal balance of their Notes. These statements will be sent by first-class mail or email to
the noteholder’s last known address on record. This practice ensures that Noteholders have a clear and accurate understanding of
the status of their investments and repayments.

In situations where a single Noteholder’s
repayment demand exceeds available funds, the Company reserves the right to repay on a pro rata basis. This means that all Noteholder’s
demands will be proportionally satisfied based on the available funds, ensuring an equitable distribution. The Company may also prioritize
certain Notes over others for prepayment based on factors such as cash availability, business operations, negotiated terms, and regulatory
compliance. These factors ensure that prepayment decisions align with the Company’s strategic financial management and business
needs.

The Company will provide Noteholders
with at least 30 days’ prior written notice via first-class mail or email for any prepayment, specifying the principal amount to
be repaid, specifying the principal amount of the Notes to be repaid, the Partial Repayment Date or Full Repayment Date (as applicable),
and the updated principal balance. The Company will maintain regular communication regarding any delays and expected timelines. By providing
timely updates through direct investor notices and maintaining clear communication with investors, the Company aims to protect investors’
interests while managing its financial and operational needs effectively.

7.       Comment:
Please expand your disclosure to explain how your right to reject repayment demands is “subject to” your cash availability
and business operations. In this regard, we note your reference on page 43 to the potential that you may not have liquid funds and that
in such cases, you would need to wait for the availability of funds. Please also revise your disclosures as appropriate to clarify whether
in such cases you would provide the noteholder with information regarding the duration of the expected delay.

    Re:
    Response Letter

    August
    1, 2024

    Page
    5

Response: Please
see Cash Availability and Business Operations language above in response to Comment 5. In addition, the disclosures have been revised
to include the following language for wh