SEC Company Response from Community Development Fund (CIK 0001649227) — Sep 8, 2025
Community Development Fund (CIK 0001649227)
Date: Sept. 8, 2025 · CIK: 0001649227 · Accession: 0001398344-25-017840
AI Filing Summary & Sentiment
File numbers found in text: 333-206012, 811-23080
Letter
Division of Investment Management 100 F Street, NE Washington, D.C. 20549 Re: The Community Development Fund (File Nos. 333-206012 and 811-23080)
Dear Ms. Fettig:
On behalf of our client, The Community Development Fund (the “Fund”), we are filing this letter to respond in writing to comments that you provided on behalf of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) via teleconference with me on July 17, 2025 (the “July 17, 2025 Follow-Up Comments”), regarding filings made by the Fund with the SEC on Form N-CSR, including the Fund’s annual shareholder report filed therein (“TSR”), and on Form N-CEN (hereinafter referred to collectively as the “Fund Filings”). I apologize for the delay in filing this response to follow-up comments, which was a result of my oversight and not any fault of the Fund.
By way of background, you provided the July 17, 2025 Follow-Up Comments in response to the Fund’s written responses submitted to the SEC Staff as Correspondence on July 10, 2025 (the “July 10, 2025 Responses”), which, in turn, were prepared in response to comments that you provided on behalf of the SEC Staff via teleconference with me on June 30, 2025 (the “June 30, 2025 Follow-Up Comments”), regarding the aforementioned Fund Filings.
Further, you provided the June 30, 2025 Follow-Up Comments in response to the Fund’s written responses submitted to the SEC Staff as Correspondence on June 17, 2025 (the “June 17, 2025 Responses”), which were in response to comments that you provided on behalf of the SEC Staff via teleconference with my colleagues Kyle Sullivan and Peter Dunne on May 22, 2025 (the “May 22, 2025 Comments”), regarding the aforementioned Fund Filings.
Morgan, Lewis & Bockius llp
2222 Market Street
Philadelphia, PA 19103
United States
+1.215.963.5000
+1.215.963.5001
Christina DiAngelo Fettig
September 8, 2025
Page 2
Below, we have briefly summarized your July 17, 2025 Follow-Up Comments, followed by our responses, based on information provided by the Fund and SEI Investments Global Funds Services (“SEI GFS”), the Fund’s Administrator.
1. Comment. Note 5 of the Fund’s Form N-CSR filing for the fiscal-year-ended December 31, 2023 (the “2023 N-CSR”), discloses $18,716 as the amount that is subject to recapture by the Fund’s investment adviser Community Development Fund Advisors, LLC (the “Adviser”) in 2026; whereas Note 5 of the Fund’s Form N-CSR filing for the fiscal-year-ended December 31, 2024 (the “2024 N-CSR”), discloses $47,716 as the amount that is subject to recapture by the Adviser in 2026. Please explain what led to this increase in the amount that is subject to recapture by the Adviser in 2026 (i.e., whether there were additional fee waivers).
Response. We have confirmed with SEI GFS that the $47,716 amount of fees subject to recapture by the Adviser and expiring in 2026 that was reported in Note 5 of the Fund’s 2024 N-CSR filing is the correct amount. Both (i) the $18,716 amount of advisory fees waived that previously was reported in the Fund’s December 31, 2023 Statement of Operations, which was included in the Fund’s 2023 N-CSR filing, and (ii) the $18,716 amount expiring in 2026 that previously was reported in Note 5 of the Fund’s 2023 N-CSR filing were not correct; both these amounts should have been reported as $47,716. We do not believe that these items are material.
2. Comment. The most-recent July 17, 2025 Follow-Up Comments indicate that the $8,811 amount of fees subject to recapture by the Adviser and expiring in 2027 should have been $90,610, but it also is not clear where there were additional fee waivers that tie into this $90,610 amount subject to recapture. In other words, where are these dollars coming from that will be subject to recapture by the Adviser, given that these dollars do not appear to tie-out to dollars waived by the Adviser?
Response. We have confirmed with SEI GFS that the $8,811 amount of fees subject to recapture by the Adviser and expiring in 2027 that was reported in Note 5 of the Fund’s 2024 N-CSR filing was not correct and should have been reported as $90,610. Both (i) the $8,811 amount of advisory fees waived that previously was reported in the Fund’s December 31, 2024 Statement of Operations, which was included in the Fund’s 2024 N-CSR filing, and (ii) the $8,811 amount expiring in 2027 that previously was reported in Note 5 of the Fund’s 2024 N-CSR filing were not correct; both these amounts should have been reported as $90,610. The correct $90,610 amount of fees subject to recapture by the Adviser and expiring in 2027 shall be included in the Fund’s 2025 N-CSRS filing. We do not believe that these items are material.
* * * * * *
Christina DiAngelo Fettig
September 8, 2025
Page 3
If you have any questions, need any additional information or would like any further clarification, please contact me at 215.963.4969.
Very truly yours,
/s/ John J. O’Brien
Show Raw Text
CORRESP
1
filename1.htm
Jack O'Brien
Partner
+1.215.963.4969
john.obrien@morganlewis.com
September 8, 2025
FILED AS EDGAR CORRESPONDENCE
Christina DiAngelo Fettig
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: The Community Development Fund (File Nos. 333-206012 and
811-23080)
Dear Ms. Fettig:
On behalf of our client, The Community Development
Fund (the “Fund”), we are filing this letter to respond in writing to comments that you provided on behalf of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) via teleconference with me on July 17, 2025 (the
“July 17, 2025 Follow-Up Comments”), regarding filings made by the Fund with the SEC on Form N-CSR, including the Fund’s
annual shareholder report filed therein (“TSR”), and on Form N-CEN (hereinafter referred to collectively as the “Fund
Filings”). I apologize for the delay in filing this response to follow-up comments, which was a result of my oversight and not any
fault of the Fund.
By way of background, you provided the July 17, 2025
Follow-Up Comments in response to the Fund’s written responses submitted to the SEC Staff as Correspondence on July 10, 2025 (the
“July 10, 2025 Responses”), which, in turn, were prepared in response to comments that you provided on behalf of the SEC Staff
via teleconference with me on June 30, 2025 (the “June 30, 2025 Follow-Up Comments”), regarding the aforementioned Fund Filings.
Further, you provided the June 30, 2025 Follow-Up
Comments in response to the Fund’s written responses submitted to the SEC Staff as Correspondence on June 17, 2025 (the “June
17, 2025 Responses”), which were in response to comments that you provided on behalf of the SEC Staff via teleconference with my
colleagues Kyle Sullivan and Peter Dunne on May 22, 2025 (the “May 22, 2025 Comments”), regarding the aforementioned Fund
Filings.
Morgan, Lewis & Bockius llp
2222 Market Street
Philadelphia, PA 19103
United States
+1.215.963.5000
+1.215.963.5001
Christina DiAngelo Fettig
September 8, 2025
Page 2
Below, we have briefly summarized your July 17, 2025
Follow-Up Comments, followed by our responses, based on information provided by the Fund and SEI Investments Global Funds Services (“SEI
GFS”), the Fund’s Administrator.
1. Comment. Note 5 of the Fund’s Form N-CSR filing for the fiscal-year-ended December
31, 2023 (the “2023 N-CSR”), discloses $18,716 as the amount that is subject to recapture by the Fund’s investment adviser
Community Development Fund Advisors, LLC (the “Adviser”) in 2026; whereas Note 5 of the Fund’s Form N-CSR filing for
the fiscal-year-ended December 31, 2024 (the “2024 N-CSR”), discloses $47,716 as the amount that is subject to recapture by
the Adviser in 2026. Please explain what led to this increase in the amount that is subject to recapture by the Adviser in 2026 (i.e.,
whether there were additional fee waivers).
Response. We have confirmed
with SEI GFS that the $47,716 amount of fees subject to recapture by the Adviser and expiring in 2026 that was reported in Note 5 of the
Fund’s 2024 N-CSR filing is the correct amount. Both (i) the $18,716 amount of advisory fees waived that previously was reported
in the Fund’s December 31, 2023 Statement of Operations, which was included in the Fund’s 2023 N-CSR filing, and (ii) the
$18,716 amount expiring in 2026 that previously was reported in Note 5 of the Fund’s 2023 N-CSR filing were not correct; both these
amounts should have been reported as $47,716. We do not believe that these items are material.
2. Comment. The most-recent July 17, 2025 Follow-Up Comments indicate that the $8,811
amount of fees subject to recapture by the Adviser and expiring in 2027 should have been $90,610, but it also is not clear where there
were additional fee waivers that tie into this $90,610 amount subject to recapture. In other words, where are these dollars coming from
that will be subject to recapture by the Adviser, given that these dollars do not appear to tie-out to dollars waived by the Adviser?
Response. We have confirmed
with SEI GFS that the $8,811 amount of fees subject to recapture by the Adviser and expiring in 2027 that was reported in Note 5 of the
Fund’s 2024 N-CSR filing was not correct and should have been reported as $90,610. Both (i) the $8,811 amount of advisory fees waived
that previously was reported in the Fund’s December 31, 2024 Statement of Operations, which was included in the Fund’s 2024
N-CSR filing, and (ii) the $8,811 amount expiring in 2027 that previously was reported in Note 5 of the Fund’s 2024 N-CSR filing
were not correct; both these amounts should have been reported as $90,610. The correct $90,610 amount of fees subject to recapture by
the Adviser and expiring in 2027 shall be included in the Fund’s 2025 N-CSRS filing. We do not believe that these items are material.
* * * * * *
Christina DiAngelo Fettig
September 8, 2025
Page 3
If you have any questions, need any additional information
or would like any further clarification, please contact me at 215.963.4969.
Very truly yours,
/s/ John J. O’Brien
John J. O’Brien
cc: Kenneth H. Thomas, President, CEO and Secretary
Community Development Fund
Gregory Thomas, President and Chief Investment Officer
Community Development Fund Advisors, LLC