Morgan, Lewis & Bockius LLP MORGAN LEWIS
1701 Market Street
Philadelphia, PA 19103-2921
Tel: 215.963.5000
Fax: 215.963.5001
www.morganlewis.com
JOHN J. O'BRIEN
PARTNER
215.963.4969
January 28, 2016
FILED AS EDGAR CORRESPONDENCE
Chad Eskildsen
Accounting Examiner
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Response letter to comments on Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A of The Community Development Fund (File
Nos. 333-206012 and 811-23080)
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Dear Mr. Eskildsen:
Set forth below are your comments (as provided via teleconference on January 28,
2016), and our responses to those comments, on Pre-Effective Amendment No. 2 to
the Registration Statement on Form N-1A of The Community Development Fund (the
"Fund") filed under the Investment Company Act of 1940, as amended (the "1940
Act"), and the Securities Act of 1933, as amended (the "1933 Act"), with the
Securities and Exchange Commission ("SEC") on January 27, 2016, regarding the
registration of shares of the Fund. Unless otherwise noted, capitalized terms
have the same meaning as contained in the Prospectus and/or Statement of
Additional Information included in the Registration Statement.
1. COMMENT: In the second footnote to the "Annual Fund Operating Expenses"
table:
a. Please delete the reference to "other expenditures which are capitalized
in accordance with generally accepted accounting principles."
RESPONSE: In response to your comment, we have deleted the reference to
"other expenditures which are capitalized in accordance with generally
accepted accounting principles."
b. Please clarify that the Adviser may recoup waived fees and/or reimbursed
expenses only to the extent that the Fund's Total Annual Fund Operating
Expenses (not including excluded expenses) are below the contractual
expense limit in effect at the time that the fees waived and/or expenses
reimbursed are recovered.
RESPONSE: In response to your comment, the requested change has been made.
2. COMMENT: In the Fund's "Notes to Financial Statements":
a. Please revise the second note to clarify that the Adviser will bear all
of the Fund's organizational costs, and, to the extent that the Fund incurs
any organizational costs, the Adviser will reimburse the Fund for any
organizational costs incurred by the Fund.
RESPONSE: In response to your comment, the requested change has been made.
b. Please include the expense limitation agreement in the third note.
RESPONSE: In response to your comment, the requested change has been made.
I hereby acknowledge on behalf of the Fund that: (i) the Fund is responsible for
the adequacy and accuracy of the disclosure in its registration statement; (ii)
SEC Staff comments or changes to disclosure in response to Staff comments in the
registration statement reviewed by the Staff do not foreclose the SEC from
taking any action with respect to the registration statement; and (iii) if, to
the Fund's knowledge, an inquiry or investigation is currently pending or
threatened by the SEC and if the SEC subsequently, in order to protect its
investigative position, so requests, the Fund will not assert SEC Staff comments
with respect to the inquiry or investigation as a defense in any proceeding
initiated by the SEC under the federal securities laws of the United States.
As indicated in the SEC's June 24, 2004 release regarding the public release of
comment letters and responses, you are requesting such acknowledgements from all
companies whose filings are being reviewed and this request and these
acknowledgements should not be construed as suggesting that there is an inquiry
or investigation or other matter involving the Fund.
If you have any questions, need any additional information or would like any
clarification, please contact me at (215) 963-4969.
Very truly yours,
/s/ John J. O'Brien
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John J. O'Brien