MORGAN LEWIS
JOHN J. O'BRIEN
Partner
+1.215.963.4969
john.obrien@morganlewis.com
November 9, 2017
FILED AS EDGAR CORRESPONDENCE
Alison White, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: The Community Development Fund (File Nos. 333-206012 and 811-23080)
-------------------------------------------------------------------
Dear Ms. White:
On behalf of our client, The Community Development Fund (the "Fund"), this
letter responds to the comment you provided on behalf of the staff (the "Staff")
of the Securities and Exchange Commission (the "SEC") via telephone on November
3, 2017, regarding the Fund's preliminary proxy statement on Schedule 14A and
related materials (together, the "Proxy Materials"), which were filed with the
SEC on behalf of the Fund pursuant to the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended (the "1940 Act"), on
October 27, 2017. Below, we have briefly summarized your comment, followed by
our response based on information provided by Community Development Fund
Advisors, LLC (the "Adviser"). Capitalized terms not defined herein should be
given the meaning provided in the Proxy Materials.
1. COMMENT. Please state the name, address and principal occupation of the
principal executive officer and each director or general partner of the
Adviser.
RESPONSE. In response to your comment, this information has been included
in the Fund's DEF-14A filing.
* * * * * * * * * * * *
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
-------------------
John J. O'Brien
MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103-2921 T +1.215.963.5000
United States F +1.215.963.5001