424B3 1 tmb-20230808x424b3.htm 424B3

SUPPLEMENT NO. 2

FILED PURSUANT TO RULE 424(b)(3)

TO PROSPECTUS DATED APRIL 17, 2023

REGISTRATION NO. 333-250027

$125,000,000

MINISTRY PARTNERS INVESTMENT COMPANY, LLC

2021 Class A Debt Certificates

This Supplement No. 2 to the 2021 Class A Notes Prospectus, dated April 17, 2023 (the “Prospectus”), supplements, updates and includes information which forms a part of our registration statement on Form S-1 (No. 333-250027). The purpose of this Supplement No. 2 (the “Supplement”) is to disclose an update to the plan of distribution for the sale of the Company’s 2021 Debt Certificates (“Certificates”).

This Supplement should be read in conjunction with the Prospectus. The Prospectus is not complete without this Supplement and the Supplement should not be used other than with the Prospectus. All capitalized terms used in this Supplement shall have the same meaning as defined in the Prospectus. Please keep this prospectus supplement, together with Supplement No. 1, with your Prospectus for further reference.

INVESTING IN THESE CERTIFICATES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” beginning on page 21 OF THE pROSPECTUS FOR MORE INFORMATION.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Supplement No. 2 is August 8th, 2023.

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PURCHASE OF DEBT CERTIFICATES BY INVESTMENT ADVISER CLIENTS

Pursuant to the terms and conditions of a Master Client Referrals Agreement ( “RIA Agreement”), the Company has agreed to permit the Certificates to be sold to clients of a registered investment adviser. All purchases must be approved by the Company based upon information provided by the adviser. Each order delivered by an investment adviser that participates in the offering and enters into the RIA Agreement will be an unsolicited order delivered by the adviser. Any adviser that participates in the offering under the terms of the RIA Agreement will receive no commission income or expense allowance from the Company or MP Securities, as the managing broker dealer for the offering. As the managing broker dealer for the offering, MP Securities will assist the Company and the registered investment adviser in completing any sales of the Certificates through the registered investment adviser. For each purchase of a Certificate made by the managing broker dealer or through a registered investment adviser, MP Securities will receive a 0.50% processing fee based upon the aggregate amount of Certificates purchased for services rendered to the Company in connection with the establishment of an investor account, reviewing applicable suitability requirements for the investor, ensuring that the Company has current and accurate investor information and providing the Company any other information it may reasonably request regarding the purchase. MP Securities will receive no sales commissions, expense allowance, marketing fees, or account servicing fees otherwise payable under the terms of the Managing Broker Dealer Agreement for sales of Certificates made to investors introduced by a registered investment adviser under the RIA Agreement.

A copy of the revised Purchase Application for the purchase of a Certificate by a natural person or by a legal entity is filed with this Supplement and will replace the current form of Exhibit D to the Prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Company has elected to incorporate by reference into this Supplement and the accompanying Prospectus the information we file with the SEC. This permits us to disclose important information to you by referring you to the documents that contain subsequently filed information with the SEC. When we file information with the SEC, the information that we file subsequently will automatically update this Supplement and the accompanying Prospectus. If there is a conflict or inconsistency between the information set forth in the Supplement and the accompanying Prospectus and/or information incorporated by reference into the Supplement and Prospectus, we encourage you to rely on the information contained in the document that was filed later.

We incorporate the documents listed below as well as any future filings made with the SEC under Sections 13(a),13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement, as amended, and prior to the effectiveness of the registration statement as well as after the effectiveness of the registration statement until the termination of the offering.

The following documents filed with the SEC are hereby incorporated by reference to this Prospectus:

(i)Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, which was filed on May 11, 2023;
(ii) Our Voluntary Supplemental Material filed with the SEC on May 02, 2023.

Our periodic and current reports contain important information about the Company. We believe these reports provide additional information to our investors. We will provide to each investor, including any beneficial owner, to whom a Prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference to this Supplement and the accompanying Prospectus but not delivered with this Prospectus, upon written or telephonic request to us at our principal executive offices at the following address: Office of the Secretary, Ministry Partners Investment Company, LLC, 915 West Imperial Highway, Suite 120, Brea, California 92821, telephone: (714) 671-5720.

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EXHIBIT D: SPECIMEN

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