EX1A-15 ADD EXHB 4 f1a2019a2ex1a-15v_money.htm CORRESPONDENCE TO COMMISSION DATED MAY 2, 2019

Exhibit 1A-15.5


1810 Chapel Avenue West

Cherry Hill, NJ 08002

(856) 661-1900

Fax: (856) 661-1919




Markley S. Roderick, Esquire

Admitted in New Jersey & Pennsylvania


  Direct Dial: (856) 661-2265
Email:  mark.roderick@flastergreenberg.com


May 2, 2019


Pamela Long, Office of Financial Services

Division of Corporate Finance

Securities and Exchange Commission

Washington, D.C. 20549



RE: Money With Meaning Fund, LLC (the “Company”)
  Draft Offering Statement on Form 1-A
  Filed December 13, 2018
  File No. 367-00189


Dear Ms. Long:


This is in response to a letter dated April 9, 2019 we received with respect to the issuer above from the Division of Corporation Finance, Office of Financial Services.


For clarity, we have copied below the comments from your April 9th letter, and provided our response below each comment.


We have enclosed clean and blacklined versions of the Offering Circular.


This letter has also been filed through EDGAR, together with clean version (but not the blacklined version) of the Offering Circular.


Your Comment # 1 – Summary of Escrow Services Agreement, page 39


We note your response to prior comment 1 that Prime Trust will not execute the escrow agreement until the Offering is qualified. Please revise your disclosure to clarify this fact. Your disclosure continues to state that the Company has entered into the escrow agreement with Prime Trust.


Our Response:


The disclosure was correct as written. The Offering Circular cannot be used to sell securities until it is qualified by the Commission. As soon as that happens, the Escrow Agreement will be effective. Nevertheless, we have revised the disclosure.




Page 2


Your Comment # 2 - General


Please update your financial statements and the consent from your auditor. In this regard, please refer to Part F/S, paragraph (b)(3) of the Form 1-A.


Our Response:


The financial statements and auditor’s consent have been updated.


Your Comment # 3 - General


Please note that Rule 252(d) requires that your response letter relating to your DOS must be publicly filed 21 days before qualification. Your response letter was filed on April 2, and therefore your Form 1-A may not be qualified until April 23.


Our Response:




* * *


Thank you for your continued attention to this matter. Please let me know if you have further questions or need additional information.


  Very truly yours,

/s/ Markley S. Roderick

  Markley S. Roderick