HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074
TEL 804 • 788 • 8200 FAX 804 • 788 • 8218
FILE NO: 68139.1004 |
October 13, 2009
VIA FACSIMILE
Mr. Thomas Kluck
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Ellington Financial LLC |
| Pre-Effective Amendment No. 2 to Registration Statement on Form S-11 |
| Filed on October 7, 2009 |
| Registration No. 333-160562 |
Dear Mr. Kluck:
Reference is made to Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-11 filed by Ellington Financial LLC (the “Company”) with the Securities and Exchange Commission (the “Commission”) on October 7, 2009. Reference is also made to that certain letter, dated October 7, 2009, from Daniel M. LeBey of Hunton & Williams LLP to you, which letter responded to certain comments of the staff of the Commission’s Division of Corporation Finance set forth in a letter, dated September 30, 2009 (“Comment Letter 2”), from you to Laurence Penn of the Company. In the Company’s response to Staff comment 11 of Comment Letter 2, the Company agreed to provide supplementally certain materials to the Commission. In connection therewith, please find attached asExhibit A the relevant excerpts from the Company’s Offering Memorandum related to its August 2007 private placement describing the Company’s business purpose.
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at 804-787-8193 or Daniel M. LeBey at 804-788-7366.
Very truly yours, |
/s/ Ashton J. Harris |
Ashton J. Harris |
Mr. Thomas Kluck
October 13, 2009
Page 2
| cc: | Yolanda Crittendon |
| Cicely LaMothe |
| Duc Dang |
| Rochelle Plesset |
| Laurence Penn |
| Eric Bothwell |
| S. Gregory Cope |
| Valerie Ford Jacob |
| Paul D. Tropp |
| Charles Cotter |
Attachment
Exhibit A
Excerpts of the Offering Memorandum of
Ellington Financial LLC, dated August 10, 2007
