497
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cdf-497.txt
THE COMMUNITY DEVELOPMENT FUND
PROSPECTUS
AS OF MAY 1, 2017
THE COMMUNITY DEVELOPMENT FUND (CDCDX)
CLASS A SHARES
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
FUND'S SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE COMMUNITY DEVELOPMENT FUND
About This Prospectus
TABLE OF CONTENTS Page
FUND SUMMARY ............................................................. 1
Investment Goals ......................................................... 1
Fees and Expenses ........................................................ 1
Principal Investment Strategy ............................................ 2
Principal Risks .......................................................... 3
Performance Information .................................................. 5
Management ............................................................... 5
Purchase and Sale of Fund Shares ......................................... 5
Tax Information .......................................................... 6
Payments to Broker-Dealers and Other Financial Intermediaries ............ 6
MORE INFORMATION ABOUT INVESTMENTS ....................................... 7
Community Reinvestment Act of 1977 ....................................... 7
Fund Investments ......................................................... 10
MORE INFORMATION ABOUT RISKS ............................................. 11
Risk Information ......................................................... 11
More Information About Principal Risks ................................... 12
INVESTMENT ADVISER ....................................................... 18
INVESTMENT SUB-ADVISER ................................................... 20
PORTFOLIO MANAGER ........................................................ 20
PURCHASING AND SELLING FUND SHARES ....................................... 20
HOW TO PURCHASE FUND SHARES .............................................. 20
Pricing of Fund Shares ................................................... 22
Purchases of Shares Through a Financial Intermediary ..................... 23
Exchange of Securities ................................................... 23
Frequent Purchases and Redemptions of Fund Shares ........................ 23
Customer Identification and Verification and Anti-Money
Laundering Program ..................................................... 25
HOW TO SELL YOUR FUND SHARES ............................................. 25
Receiving Your Money ..................................................... 25
Redemptions in Kind ...................................................... 26
Suspension of Your Right to Sell Your Shares ............................. 26
DISTRIBUTION AND CRA SERVICING PLANS ..................................... 26
Distributor .............................................................. 26
Distribution Plan ........................................................ 26
CRA Servicing Plan ....................................................... 26
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION ............................. 27
DIVIDENDS, DISTRIBUTIONS AND TAXES ....................................... 27
Dividends and Distributions .............................................. 27
Taxes .................................................................... 27
ADDITIONAL INFORMATION ................................................... 28
FINANCIAL HIGHLIGHTS ..................................................... 29
HOW TO OBTAIN MORE INFORMATION ABOUT THE TRUST BACK COVER
FUND SUMMARY
INVESTMENT GOALS
The Fund's investment objectives are to provide current income consistent with
the preservation of capital and enable institutional investors that are subject
to regulatory examination under the Community Reinvestment Act of 1977, as
amended (the "CRA"), to claim favorable regulatory consideration of their
investment.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR
INVESTMENT)
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Management Fees 0.30%
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Distribution (12b-1) Fees 0.25%
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Other Expenses 1.38%
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CRA Servicing Fee 0.20%
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Other Operating Expenses 1.18%
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Total Annual Fund Operating Expenses 1.93%
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Less Fee Reductions and/or Expense Reimbursements(1) 0.93%
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Total Annual Fund Operating Expenses After Fee
Reductions and/or Expense Reimbursements 1.00%
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(1) Community Development Fund Advisors, LLC (the "Adviser") has contractually
agreed to reduce fees and reimburse expenses to the extent necessary to
keep Total Annual Fund Operating Expenses (excluding interest, taxes,
brokerage commissions and other costs and expenses relating to the
securities that are purchased and sold by the Fund, acquired fund fees and
expenses, and other non-routine expenses not incurred in the ordinary
course of such Fund's business (collectively, "excluded expenses")) from
exceeding 1.00% of the Fund's average daily net assets until April 30, 2018
(the "expense cap"). In addition, if at any point Total Annual Fund
Operating Expenses (not including excluded expenses) are below the expense
cap, the Adviser may recover all or a portion of its fee reductions or
expense reimbursements within a three-year period from the year in which it
reduced its fee or reimbursed expenses if the Fund's Total Annual Fund
Operating Expenses are below the expense cap that was in place at the time
of such fee reductions or expense reimbursements. This agreement may be
terminated: (i) by the Board of Trustees (the "Board") of The Community
Development Fund (the "Trust," and its sole series thereunder, the "Fund"),
for any reason at any time; or (ii) by the Adviser, upon ninety (90) days'
prior written notice to the Trust, effective as of the close of business on
April 30, 2018.
EXAMPLE
This Example is intended to help you compare the cost of investing in Class A
Shares of the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in Class A Shares of the Fund for the
time periods indicated and then redeem all of your Class A Shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses (including one year of capped
expenses in each period) remain the same. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
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The Community Development Fund -- Class A Shares $102 $516 $956 $2,178
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PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
annual Fund operating expenses or in the Example, affect the Fund's
performance. During the fiscal period from April 29, 2016 (commencement of Fund
operations) to December 31, 2016, the Fund's portfolio turnover rate was 85% of
the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGY
The Fund's principal investment strategy is to invest in debt securities and
other debt instruments that will cause shares of the Fund to be deemed to be
qualified under the CRA so that financial institutions that are subject to the
CRA may receive investment test or similar credit under the CRA with respect to
shares of the Fund held by them.
Under normal circumstances, the Fund will invest primarily in (1) securities
issued or guaranteed as to principal and interest by the U.S. government or by
its agencies, instrumentalities or sponsored enterprises ("U.S. Government
Securities") and (2) other investment grade fixed income securities.
Under normal circumstances, the Fund will seek to invest at least 90% of its
net assets in debt securities and other debt instruments that the Fund's
investment adviser believes will be CRA-qualifying. Such securities would
include single-family, multi-family and economic development loan-backed
securities. As a result, the Fund will invest a significant amount of its
assets in securities issued by the Federal National Mortgage Association
("Fannie Mae"), Federal Home Loan Mortgage Corporation ("Freddie Mac"), and
Government National Mortgage Association ("Ginnie Mae"). The Fund may also
invest in certain securities issued by the Small Business Administration and
other U.S. Government agencies, authorities, instrumentalities and sponsored
enterprises.
The Fund may invest in taxable municipal bonds whose primary purpose is
community development. The Fund may also invest in tax-exempt municipal
securities.
The Fund may invest in certificates of deposit that are insured by the Federal
Deposit Insurance Corporation ("FDIC") and are issued by financial institutions
that are (1) certified as Community Development Financial Institutions or (2)
low-income credit unions, or minority- or women-owned and primarily lend or
facilitate lending in low- and moderate-income ("LMI") areas or to LMI
individuals to promote community development. Although as a general matter an
institution's CRA activities will be evaluated based on the extent to which
they benefit the institution's delineated assessment area(s) or a broader
statewide or regional area that includes the institution's assessment area(s),
deposits with low-income credit unions or minority- or women-owned financial
institutions need not also benefit a shareholder's assessment area or the
broader statewide or regional area to be CRA-qualified.
While the Fund is seeking to invest available cash in CRA-qualifying investment
opportunities, the Fund may invest in money market instruments, debt securities
issued or guaranteed by the US Government or its agencies, and, to a more
limited extent, repurchase agreements, convertible securities, shares of
exchange-traded funds ("ETFs"), or certain derivative instruments, including
futures contracts, options and swaps, that provide exposure to one or a basket
of securities that are consistent with the Fund's investment objectives. Under
normal conditions the Fund would expect to invest less than 5% of its total
assets in repurchase agreements, convertible securities, shares of ETFs, or
derivative instruments.
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PRINCIPAL RISKS
The Adviser believes that shares of the Fund will be deemed qualified
investments under the CRA and will cause financial institutions to receive CRA
credit with respect to shares of the Fund owned by them; however, there is no
guarantee that an investor will receive CRA credit for an investment in the
Fund. The Fund's goals of holding debt securities and other debt instruments
that will allow shares of the Fund to be deemed qualified under the CRA will
cause the Adviser (or the Fund's sub-adviser, Logan Circle Partners L.P., (the
"Sub-Adviser")) to take this factor into account in determining which debt
securities or other debt instruments the Fund will purchase and sell.
Accordingly, portfolio decisions will not be exclusively based on the
investment characteristics of the securities or instruments, which may or may
not have an adverse effect on the Fund's investment performance. For example,
the Fund may hold short-term investments that produce relatively low yields
pending the selection of longer-term investments believed to be CRA-qualified.
Also, CRA-qualified investments in geographic areas sought by the Fund may not
provide as favorable return as CRA-qualified investments in other geographic
areas. In addition, the Fund may sell investments for CRA purposes at times
when such sales may not be desirable for investment purposes. Such sales could
occur, for example, if a financial institution redeems its shares of the Fund,
or if investments that have been explicitly earmarked for CRA-qualifying
purposes to specific financial institution shareholders are ultimately
determined not to be, or to have ceased to be, CRA-qualifying.
ASSET-BACKED SECURITIES RISK -- Payment of principal and interest on
asset-backed securities is dependent largely on the cash flows generated by the
assets backing the securities. Securitization trusts generally do not have any
assets or sources of funds other than the receivables and related property they
own, and asset-backed securities are generally not insured or guaranteed by the
related sponsor or any other entity. Asset-backed securities may be more
illiquid than more conventional types of fixed income securities that the Fund
may acquire.
CONVERTIBLE SECURITIES RISK -- Convertible securities have many of the same
characteristics as stocks, including many of the same risks. In addition,
convertible securities may be more sensitive to changes in interest rates than
stocks.
CORPORATE FIXED INCOME SECURITIES RISK -- Corporate fixed income securities
respond to economic developments, especially changes in interest rates, as well
as perceptions of the creditworthiness and business prospects of individual
issuers.
CREDIT RISK -- The risk that the issuer of a security or the counterparty to a
contract will default or otherwise become unable to honor a financial
obligation.
DERIVATIVES RISK -- The Fund's use of derivatives is subject to market risk,
leverage risk, correlation risk, credit risk, valuation risk and liquidity
risk. Credit risk is described above. Leverage risk, liquidity risk and market
risk are described below. Correlation risk is the risk that changes in the
value of the derivative may not correlate perfectly with the underlying asset,
rate or index. Valuation risk is the risk that the derivative may be difficult
to value and/or valued incorrectly. Each of these risks could cause the Fund to
lose more than the principal amount invested in a derivative. The Fund's use of
derivatives may also increase the amount of taxes payable by shareholders. Both
U.S. and non-U.S. regulators are in the process of adopting and implementing
regulations governing derivatives markets, the ultimate impact of which remains
unclear.
EXCHANGE-TRADED FUNDS RISK -- The risks of owning shares of an ETF generally
reflect the risks of owning the underlying securities the ETF is designed to
track, although lack of liquidity in an ETF could result in its value being
more volatile than the underlying portfolio securities. When the Fund invests
in
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an ETF, in addition to directly bearing the expenses associated with its own
operations, it will bear a pro rata portion of the ETF's expenses.
EXTENSION RISK -- The risk that rising interest rates may extend the duration
of a fixed income security, typically reducing the security's value.
FIXED INCOME MARKET RISK -- The prices of the Fund's fixed income securities
respond to economic developments, particularly interest rate changes, as well
as to perceptions about the creditworthiness of individual issuers, including
governments and their agencies. Generally, the Fund's fixed income securities
will decrease in value if interest rates rise and vice versa. In a low interest
rate environment, risks associated with rising rates are heightened. Declines
in dealer market-making capacity as a result of structural or regulatory
changes could decrease liquidity and/or increase volatility in the fixed income
markets. In response to these events, the Fund's value may fluctuate and/or the
Fund may experience increased redemptions from shareholders, which may impact
the Fund's liquidity or force the Fund to sell securities into a declining or
illiquid market.
INTEREST RATE RISK -- The risk that a rise in interest rates will cause a fall
in the value of fixed income securities, including U.S. Government Securities,
in which the Fund invests. Although U.S. Government Securities are considered
to be among the safest investments, they are not guaranteed against price
movements due to changing interest rates. A low interest rate environment may
present greater interest rate risk, because there may be a greater likelihood
of rates increasing and rates may increase more rapidly.
INVESTMENT STYLE RISK -- The risk that U.S. fixed income securities may
underperform other segments of the fixed income markets or the fixed income
markets as a whole.
LEVERAGE RISK -- The Fund's use of derivatives may result in the Fund's total
investment exposure substantially exceeding the value of its portfolio
securities and the Fund's investment returns depending substantially on the
performance of securities that the Fund may not directly own. The use of
leverage can amplify the effects of market volatility on the Fund's share price
and may also cause the Fund to liquidate portfolio positions when it would not
be advantageous to do so in order to satisfy its obligations. The Fund's use of
leverage may result in a heightened risk of investment loss.
LIQUIDITY RISK -- The risk that certain securities may be difficult or
impossible to sell at the time and the price that the Fund would like. The Fund
may have to lower the price, sell other securities instead or forego an
investment opportunity, any of which could have a negative effect on Fund
management or performance.
MARKET RISK -- The risk that the market value of an investment may move up and
down, sometimes rapidly and unpredictably.
MORTGAGE-BACKED SECURITIES RISK -- Mortgage-backed securities are affected
significantly by the rate of prepayments and modifications of the mortgage
loans backing those securities, as well as by other factors such as borrower
defaults, delinquencies, realized or liquidation losses and other shortfalls.
Mortgage-backed securities are particularly sensitive to prepayment risk, which
is described below, given that the term to maturity for mortgage loans is
generally substantially longer than the expected lives of those securities;
however, the timing and amount of prepayments cannot be accurately predicted.
The timing of changes in the rate of prepayments of the mortgage loans may
significantly affect the Fund's actual yield to maturity on any mortgage-backed
securities, even if the average rate of principal payments is consistent with
the Fund's expectation. Along with prepayment risk, mortgage-backed securities
are significantly affected by interest rate risk, which is described above. In
a low interest rate environment, mortgage loan
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prepayments would generally be expected to increase due to factors such as
refinancings and loan modifications at lower interest rates. In contrast, if
prevailing interest rates rise, prepayments of mortgage loans would generally
be expected to decline and therefore extend the weighted average lives of
mortgage-backed securities held or acquired by the Fund.
PREPAYMENT RISK -- The risk that, in a declining interest rate environment,
fixed income securities with stated interest rates may have the principal paid
earlier than expected, requiring the Fund to invest the proceeds at generally
lower interest rates.
REGIONAL FOCUS RISK -- To the extent that it focuses its investments in a
particular geographic region for CRA accreditation purposes, the Fund may be
more susceptible to economic, political, regulatory or other events or
conditions affecting issuers and states or municipalities within that region.
As a result, the Fund may be subject to greater price volatility and risk of
loss than a fund holding more geographically diverse investments.
REPURCHASE AGREEMENT RISK -- Although repurchase agreement transactions must be
fully collateralized at all times, they generally create leverage and involve
some counterparty risk to the Fund whereby a defaulting counterparty could
delay or prevent the Fund's recovery of collateral.
U.S. GOVERNMENT SECURITIES RISK -- Although U.S. Government Securities are
considered to be among the safest investments, they are not guaranteed against
price movements due to changing interest rates. Obligations issued by some U.S.
Government agencies are backed by the U.S. Treasury, while others are backed
solely by the ability of the agency to borrow from the U.S. Treasury or by the
agency's own resources.
INVESTING IN THE FUND INVOLVES RISK, AND THERE IS NO GUARANTEE THAT THE FUND
WILL ACHIEVE ITS INVESTMENT GOALS. YOU COULD LOSE MONEY ON YOUR INVESTMENT IN
THE FUND, JUST AS YOU COULD WITH OTHER INVESTMENTS.
PERFORMANCE INFORMATION
The Fund commenced operations on April 29, 2016, and therefore does not have
performance history for a full calendar year. Once the Fund has completed a
full calendar year of operations, a bar chart and table will be included that
will provide some indication of the risks of investing in the Fund by showing
the variability of the Fund's returns and comparing the Fund's performance to a
broad measure of market performance. Of course, the Fund's past performance
(before and after taxes) does not necessarily indicate how the Fund will
perform in the future.
Current performance information is available by calling toll-free to
1-844-445-4405.
MANAGEMENT
INVESTMENT ADVISER. Community Development Fund Advisors, LLC
INVESTMENT SUB-ADVISER. Logan Circle Partners L.P.
PORTFOLIO MANAGER. Alfio Leone, IV, CFA -- Portfolio Manager, has managed the
Fund since its inception in 2016.
PURCHASE AND SALE OF FUND SHARES
The Fund's shares are offered on a continuous basis at net asset value ("NAV")
per share.
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The Fund's minimum initial investment for Class A Shares is $1,000,000. The
Fund reserves the right to waive this minimum initial investment for any
purchase. There is no minimum requirement for subsequent purchases. Class A
Shares of the Fund are available for purchase only by financial institutions
seeking positive CRA consideration with respect to shares of the Fund owned by
them and by other institutional investors. Class A Shares currently are not
offered to individual investors.
If you are considering investing in Class A Shares of the Fund, contact the
Adviser toll-free at 1-844-445-4405. The Adviser will provide information
concerning your investment options and can provide all materials and procedures
required to open an account. New accounts can be opened directly with the Fund
by wire transfer, by check purchase or through an exchange of securities. These
options are also available to existing shareholders. You also may purchase
Class A Shares through certain financial intermediaries.
You may sell (redeem) your Class A Shares on any day when both the New York
Stock Exchange ("NYSE") and the Fund's custodian are open for business
("Business Day"). Redemption requests must be in writing and sent to the Fund's
transfer agent in one of the following ways:
o BY MAIL--Send to:
REGULAR MAIL
The Community Development Fund
PO Box 2175
Milwaukee, WI 53201
OVERNIGHT MAIL
The Community Development Fund
C/O UMB Fund Services
235 W Galena Street
Milwaukee, WI 53212
You may also sell (redeem) your Class A Shares through your financial
intermediary.
TAX INFORMATION
The distributions made by the Fund are generally taxable and will be taxed as
ordinary income or capital gains. If you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement account ("IRA"),
you will generally not be subject to federal taxation on Fund distributions
until you begin receiving distributions from your tax-deferred arrangement. You
should consult your tax adviser regarding the rules governing your tax-deferred
arrangement.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial
intermediary, such as a bank, the Fund and its related companies may pay the
intermediary for the sale of the Fund's shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson to recommend the Fund over another
investment. Ask your salesperson or visit your financial intermediary's website
for more information.
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MORE INFORMATION ABOUT INVESTMENTS
The Fund's assets are managed by the Sub-Adviser under the direction of the
Adviser. The Sub-Adviser manages the Fund's assets in a way that it believes
will help the Fund achieve its goals and the Adviser oversees the Sub-Adviser's
implementation of the Fund's investment strategy. The Adviser continuously
monitors the performance of the Sub-Adviser (including trade execution),
performs certain due diligence functions (such as assessment of changes in
personnel or other developments at the Sub-Adviser or other service providers)
and oversees the Sub-Adviser's compliance with the Fund's investment
objectives, policies and guidelines, including the Fund's investments that are
intended to qualify for CRA credit.
This prospectus describes the Fund's principal investment strategy. However,
the Fund may also invest in other securities, use other strategies and engage
in other investment practices. These investments and strategies, as well as
those described in this prospectus, are described in detail in the Fund's
Statement of Additional Information ("SAI").
The investments and strategies described in this prospectus are those that the
Adviser and Sub-Adviser use under normal conditions. For temporary defensive or
liquidity purposes during unusual economic or market conditions, the Fund may
invest up to 100% of its assets in cash, U.S. Government money market
instruments, repurchase agreements and other short-term obligations that would
not ordinarily be consistent with the Fund's objectives. Of course, there is no
guarantee that any fund will achieve its investment goals. The Fund may lend
its securities to certain financial institutions in an attempt to earn
additional income.
Unless otherwise explicitly stated herein, the investment goals and the
investment policies and restrictions of the Fund are not fundamental and may be
changed by the Board without shareholder approval.
COMMUNITY REINVESTMENT ACT OF 1977
The CRA requires the three federal bank supervisory agencies, the Federal
Reserve Board ("FRB"), the Office of the Comptroller of the Currency ("OCC"),
and the FDIC, to encourage most FDIC-insured financial institutions to help
meet the credit needs of their local communities, including LMI neighborhoods,
consistent with the safe and sound operation of such institutions. Each agency
has promulgated substantially similar rules and regulatory guidance for
evaluating and rating an institution's CRA performance which, as the following
summary indicates, vary according to an institution's asset size and business
strategy.(1)
RETAIL INSTITUTIONS
o Large Banks and Large Savings Associations -- Institutions with
assets of $1.226 billion or more as of December 31 for both of the
prior two calendar years receive an overall CRA rating based on their
performance on three tests: lending, investment, and service. The
investment and service tests each comprise 25% of a Large Bank's or
Large Savings Association's overall CRA rating.
o Intermediate Small Banks and Intermediate Small Savings Associations
-- Institutions with assets of at least $307 million as of December 31
for both of the prior two calendar years and less than $1.226 billion
as of December 31 for either of the prior two calendar years receive
an overall CRA grade based on their performance on two tests: lending
and community development. The community development test considers an
Intermediate Small Bank's or Intermediate Small
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(1) An institution's CRA performance can also be adversely affected by
evidence of discriminatory or other illegal credit practices regardless of
its asset size or business strategy.
7
Savings Association's qualified investment, community development
loan, and community development service activities.
o Small Banks and Small Savings Associations -- Institutions with
assets of less than $307 million as of December 31 for either of the
prior two calendar years are subject only to a lending test but can
use qualified investments to enhance their overall rating.
The above dollar figures, effective January 1, 2015, are annually adjusted
based on the Consumer Price Index for Urban Wage Earners and Clerical Workers
as reported by the federal bank regulatory agencies on December 19, 2014.
WHOLESALE OR LIMITED PURPOSE INSTITUTIONS
Institutions that are designated by their primary regulator as "wholesale" or
"limited purpose" for CRA purposes can elect to be evaluated partially or
totally on their qualified investment performance.
STRATEGIC PLAN INSTITUTIONS
Institutions that elect to submit a Strategic Plan for CRA purposes can elect
to be evaluated partially on their qualified investment performance.
CRA-QUALIFIED INVESTMENTS
In the Interagency Questions and Answers Regarding Community Reinvestment
effective July 25, 2016 (the "2016 Q&A"), the three federal bank supervisory
agencies (the "Agencies") state that nationwide funds are important sources of
investments for LMI and underserved communities throughout the country and can
be an efficient vehicle for institutions in making qualified investments that
help meet community development needs. The supervisory agencies indicate that in
most cases, qualified investments are required to be responsive to the community
development needs of a financial institution's delineated CRA assessment area or
a broader statewide or regional area that includes the institution's assessment
area ("Assessment Area"). However, institutions that have been designated by
their regulators as "wholesale" or "limited purpose" under the CRA may receive
credit for qualified investments wholly outside of their Assessment Area,
provided they have otherwise adequately addressed their Assessment Area needs.
In addition, as indicated above, all CRA-subject institutions may receive CRA
credit for deposits with low-income credit unions and minority- or women-owned
financial institutions that primarily lend or facilitate lending in LMI areas or
to LMI individuals to promote community development. These deposits need not
also benefit a financial institution's Assessment Area or the broader statewide
or regional area to be CRA-qualified.
The 2016 Q&A stated that investments in nationwide funds may be suitable
investment opportunities, particularly for large financial institutions with a
nationwide branch footprint. Also it stated that other financial institutions,
including those with a nationwide business focus, may find such funds to be
efficient investment vehicles to help meet community development needs in their
Assessment Area(s) or the broader statewide or regional area that includes
their Assessment Area(s). The 2016 Q&A further noted that prior to investing in
such a fund, an institution should consider reviewing the fund's investment
record to see if it is generally consistent with the institution's investment
goals and the geographic considerations in the CRA regulations. The 2016 Q&A
goes on to state that examiners will consider investments in nationwide funds
that benefit the institution's Assessment Area(s), and that examiners will also
consider investments in nationwide funds that benefit the broader statewide or
regional area that includes the institution's Assessment Area(s).
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It should be noted that previously published Interagency Questions and Answers
Regarding Community Reinvestment ("Q&As") by the Agencies referenced nationwide
funds. For example, the Q&A effective November 12, 2013 (the "2013 Q&A")
adopted new and revised guidance that supplemented prior guidance from 2010
that removed burdensome reporting and earmarking requirements for both the
shareholder institutions and nationwide funds. Specifically, the 2013 Q&A
revised a previous Q&A that institutions that invest in nationwide funds may
provide documentation from a nationwide fund to demonstrate the geographic
benefit to its Assessment Area(s) or the broader statewide or regional area
that includes its Assessment Area(s) and, at an institution's option, it could
provide information that a fund has explicitly earmarked its projects or
investments to certain investors. The Agencies in the 2013 Q&A document
addressed the concern that side letters and earmarking of projects was
burdensome on institutions and funds and have seemingly become mandatory by
revising the relevant Q&A whereby it no longer expressly included the option
for institutions to provide written documentation from the fund demonstrating
earmarking, side letters, or pro-rata allocations.
The Fund generally holds CRA-qualifying investments with a primary purpose of
community development that will directly or indirectly benefit one or more of a
financial institution shareholder's Assessment Area(s) or a broader statewide
or regional area that includes the shareholder's Assessment Area(s). The
Adviser will provide each shareholder with information that reasonably
demonstrates that the purpose, mandate, or function of the Fund is community
development and includes serving geographies and/or individuals located within
the institution's Assessment Area(s) or a broader statewide or regional area
that includes the institution's Assessment Area(s), and the shareholder, at its
option, may provide such documentation in connection with its CRA evaluation.
Each shareholder will indirectly own an undivided interest in all the Fund's
investments. The Fund may also invest in securities that meet the Fund's
community development investment objectives outside a shareholder's Assessment
Area(s), especially when investment opportunities within the Assessment Area(s)
are limited or unavailable.
Investments are not typically designated as CRA-qualifying at the time of
issuance by any governmental agency. Accordingly, the Adviser must evaluate
whether each potential investment may be CRA-qualifying with respect to a
specific shareholder. The final determinations that securities are
CRA-qualifying are made by the federal and, where applicable, state bank
supervisory agencies during their periodic examinations of financial
institutions. There is no assurance that the agencies will concur with the
Adviser's evaluation of securities as CRA-qualifying. If the Adviser learns
that a security acquired for CRA purposes is not likely to be deemed
CRA-qualifying, for example due to a change in circumstances pertaining to the
security, ordinarily the Adviser would instruct the Sub-Adviser to cause the
Fund to sell that security and instruct the Sub-Adviser to attempt to acquire a
replacement security that the Adviser deems CRA-qualifying.
In determining whether a particular investment is qualified, the Adviser will
assess whether the investment has as its primary purpose community development.
The Adviser will consider whether the investment: (1) provides affordable
housing for LMI individuals; (2) provides community services targeted to LMI
individuals; (3) funds activities that (a) finance businesses or farms that
meet the size eligibility standards of the Small Business Administration's
Development Company or Small Business Investment Company programs or have
annual revenues of $1 million or less and (b) promote economic development; (4)
funds activities that revitalize or stabilize LMI areas, designated disaster
areas, or nonmetropolitan middle-income areas that have been designated as
distressed or underserved by the institution's primary regulator; or (5)
supports, enables, or facilitates certain projects or activities that meet the
"eligible uses" criteria described in the Housing and Economic Recovery Act of
2008. An activity may be deemed to promote economic development if it supports
permanent job creation, retention, and/or improvement for persons who are
currently LMI, or supports permanent job creation,
9
retention, and/or improvement in LMI areas targeted for redevelopment by
federal, state, local, or tribal governments. Activities that revitalize or
stabilize an LMI geography are activities that help attract and retain
businesses and residents. The Adviser maintains documentation, readily
available to a financial institution or its examiner, supporting its
determination that a security is a qualifying investment for CRA purposes.
There may be a time lag between sale of the Fund's shares and the Fund's
acquisition of a significant volume of investments consistent with the
community development purpose of the Fund in a particular geographic area. The
length of time will depend upon the depth of the market for CRA-qualified
investments in the relevant area and other market factors. In some cases, the
Adviser expects that CRA-qualified investments will be immediately available.
In others, it may take weeks or months to acquire a significant volume of
CRA-qualified investments in a particular area. The Adviser believes that
investments in the Fund during these time periods will be considered
CRA-qualified, because the purpose of the Fund is for community development and
the Fund is likely to achieve a significant volume of investments after a
reasonable period of time. However, the final determinations that securities
are CRA-qualifying are made by the federal and, where applicable, state bank
supervisory agencies during their periodic examinations of financial
institutions. There is no assurance that the agencies will concur with the
Adviser's evaluation of securities as CRA-qualifying. As the Fund continues to
operate, it may dispose of securities that were acquired for CRA-qualifying
purposes, in which case the Adviser will normally instruct the Sub-Adviser to
attempt to acquire a replacement security that would be CRA-qualifying.
FUND INVESTMENTS
Ginnie Mae securities and U.S. Treasury bills, notes and bonds are direct
obligations of the U.S. Government and are backed by the full faith and credit
of the U.S. Government.
Fannie Mae and Freddie Mac securities are issued by U.S. Government-sponsored
enterprises. These securities are neither issued nor guaranteed by the United
States Treasury and therefore, are not backed by the full faith and credit of
the U.S. Government.
Taxable municipal bonds are rated as to their creditworthiness by various
rating agencies.
The Fund may invest in mortgage-backed securities, such as those issued by
Ginnie Mae, Freddie Mac and Fannie Mae, which generally pay monthly payments
consisting of both interest and principal. The value of mortgage-backed
securities is based on the underlying pools of mortgages that serve as the
asset base for the securities.
The Fund may also invest in Federal Housing Administration ("FHA") project
loans which are mortgage loans insured by the FHA.
Certificates of deposit ("CDs") are promissory notes issued by banks and other
financial institutions for fixed periods of time at fixed rates of interest.
The Fund may invest in CDs issued by Community Development Financial
Institutions or other eligible depositories. Early withdrawal of CDs may result
in penalties being assessed against the holder of the CDs.
The Fund may invest in repurchase agreements with broker-dealers, banks and
other financial institutions, provided that the Fund's custodian always has
possession of the securities serving as collateral for the repurchase
agreements or has proper evidence of book entry receipt of said securities. In
a repurchase agreement, the Fund purchases securities subject to the seller's
simultaneous agreement to repurchase those securities from the Fund at a
specified time (usually one day) and price. The repurchase price
10
reflects an agreed-upon interest rate during the time of investment. All
repurchase agreements entered into by the Fund must be collateralized by U.S.
Government Securities, the market values of which equal or exceed 102% of the
principal amount of the Fund's investment. If an institution with whom the Fund
has entered into a repurchase agreement enters insolvency proceedings, the
resulting delay, if any, in the Fund's ability to liquidate the securities
serving as collateral could cause the Fund some loss if the securities declined
in value prior to liquidation. To minimize the risk of such loss, the Fund will
enter into repurchase agreements only with institutions and dealers the Adviser
considers creditworthy under guidelines approved by the Board.
The Fund may also engage in reverse repurchase transactions in which the Fund
sells its securities and simultaneously agrees to repurchase the securities at
a specified time and price. Reverse repurchase transactions are considered to
be borrowings by the Fund.
The Fund may purchase securities on a when-issued basis, and it may purchase or
sell securities for delayed-delivery. These transactions occur when securities
are purchased or sold by the Fund with payment and delivery taking place at
some future date. The Fund may enter into such transactions when, in the
Adviser's opinion, doing so may secure an advantageous yield and/or price to
the Fund that might otherwise be unavailable. The Fund has not established any
limit on the percentage of assets it may commit to such transactions, but the
Fund will maintain a segregated account with its custodian consisting of cash,
cash equivalents, U.S. Government Securities or other high-grade liquid debt
securities in an amount equal to the aggregate fair market value of its
commitments to such transactions. A risk of investing in this manner is that
the yield or price obtained in a transaction may be less favorable than the
yield or price available in the market when the security delivery takes place.
Securities purchased by the Fund may include variable rate instruments.
Variable rate instruments provide for periodic adjustments in the interest
rate. In the case of variable rate obligations with a demand feature, the Fund
may demand payment of principal and accrued interest at a time specified in the
instrument or may resell the instrument to a third party. In the event an
issuer and the liquidity agent of a variable rate obligation default on the
payment obligation, the Fund might be unable to dispose of the note because of
the absence of a secondary market and could, for this or other reasons, suffer
a loss to the extent of the default.
The Fund also may invest in securities issued by other investment companies
that may be CRA-qualifying, including money market funds and certain fixed
income ETFs. Under normal conditions the Fund would expect to invest less than
5% of its total assets in securities issued by other investment companies.
The Fund may temporarily hold investments that are not part of its principal
investment strategy to try to avoid losses during unfavorable market conditions
or pending the acquisition of investments believed to be CRA-qualified. These
investments may include cash (which will not earn any income), money market
instruments, debt securities issued or guaranteed by the U.S. Government or its
agencies and repurchase agreements. This strategy could prevent the Fund from
achieving its investment objectives and could reduce the Fund's return and
affect its performance during a market upswing.
MORE INFORMATION ABOUT RISKS
RISK INFORMATION
Investing in the Fund involves risk and there is no guarantee that the Fund
will achieve its goals. The Adviser and the Sub-Adviser make judgments about
the securities markets, the economy and companies, but these judgments may not
anticipate actual market movements or the impact of economic conditions
11
on company performance. In fact, no matter how good a job the Adviser and the
Sub-Adviser do, you could lose money on your investment in the Fund, just as
you could with other investments. A Fund share is not a bank deposit and it is
not insured or guaranteed by the FDIC or any other government agency.
The value of your investment in the Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect securities markets generally, as well as those that affect
particular companies and other issuers. These price movements, sometimes called
volatility, may be greater or lesser depending on the types of securities the
Fund owns and the markets in which those securities trade. The effect on the
Fund's share price of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.
MORE INFORMATION ABOUT PRINCIPAL RISKS
Obligations of U.S. Government agencies, authorities, instrumentalities and
sponsored enterprises (such as Fannie Mae and Freddie Mac) have historically
involved little risk of loss of principal if held to maturity. However, the
maximum potential liability of the issuers of some of these securities may
greatly exceed their current resources and no assurance can be given that the
U.S. Government would provide financial support to any of these entities if it
is not obligated to do so by law.
Fannie Mae and Freddie Mac have been operating under conservatorship, with the
Federal Housing Finance Agency ("FHFA") acting as their conservator, since
2008. The entities are dependent upon the continued support of the U.S.
Department of the Treasury and FHFA in order to continue their business
operations. These factors, among others, could affect the future status and
role of Fannie Mae or Freddie Mac and the value of their securities and the
securities which they guarantee. Additionally, the U.S. Government and its
agencies and instrumentalities do not guarantee the market values of their
securities, which may fluctuate.
An investment in the Fund is not a deposit or obligation of, or insured or
guaranteed by, any entity or person, including the U.S. Government and the
FDIC. The Fund may be particularly appropriate for banks and other financial
institutions that are subject to the CRA. The value of the Fund's investments
will vary from day-to-day, reflecting changes in market conditions, interest
rates and other political and economic factors. There is no assurance that the
Fund can achieve its investment objectives, since all investments are
inherently subject to market risk. There also can be no assurance that either
the Fund's investments or shares of the Fund will receive investment test
credit or other credit under the CRA.
Changes in laws, regulations or the interpretation of laws and regulations
could pose risks to the successful realization of the Fund's investment
objectives. It is not known what changes, if any, will be made to the CRA over
the life of the Fund. CRA regulations play an important part in influencing the
readiness and capacities of financial institutions to originate CRA-qualifying
securities. Changes in the CRA might impact Fund operations and might pose a
risk to the successful realization of the Fund's investment objectives. In
addition, any premiums paid for securities that comply with the CRA may result
in reduced yields or returns to the Fund.
Many investments purchased by the Fund will have one or more forms of credit
enhancement. An investor in a credit enhanced debt instrument typically relies
upon the credit rating of the credit enhancer to evaluate an issue's credit
quality and appropriate pricing level. There can be no assurance that the
credit rating of a public or private entity used as a credit enhancer on a Fund
investment will remain unchanged over the period of the Fund's ownership of
that investment.
ASSET-BACKED SECURITIES -- Asset-backed securities are securities that are
backed primarily by the cash flows of a discrete pool of fixed or revolving
receivables or other financial assets that by their terms
12
convert into cash within a finite time period. Asset-backed securities include
mortgage-backed securities, but the term is more commonly used to refer to
securities supported by non-mortgage assets such as auto loans, motor vehicle
leases, student loans, credit card receivables, floorplan receivables,
equipment leases and peer-to-peer loans. The assets are removed from any
potential bankruptcy estate of an operating company through the true sale of
the assets to an issuer that is a special purpose entity, and the issuer
obtains a perfected security interest in the assets. Payments of principal of
and interest on asset-backed securities rely entirely on the performance of the
underlying assets. Asset-backed securities are generally not insured or
guaranteed by the related sponsor or any other entity and therefore, if the
assets or sources of funds available to the issuer are insufficient to pay
those securities, the Fund will incur losses. In addition, asset-backed
securities entail prepayment risk, which may vary depending on the type of
asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. Additional risks related to mortgage-backed
securities are described below.
Losses may be greater for asset-backed securities that are issued as
"pass-through certificates" rather than as debt securities because those types
of certificates only represent a beneficial ownership interest in the related
assets and their payment is based primarily on collections actually received.
For asset-backed securities as a whole, if a securitization issuer defaults on
its payment obligations due to losses or shortfalls on the assets held by the
issuer, a sale or liquidation of the assets may not be sufficient to support
payments on the securities and the Fund, as a securityholder, may suffer a
loss.
There is a limited secondary market for asset-backed securities. Consequently,
it may be difficult for the Fund to sell or realize profits on those securities
at favorable times or for favorable prices.
CONVERTIBLE SECURITIES -- Convertible securities are bonds, debentures, notes,
preferred stock or other securities that may be converted into or exercised for
a prescribed amount of common stock at a specified time and price. Convertible
securities provide an opportunity for equity participation, with the potential
for a higher dividend or interest yield and lower price volatility compared to
common stock. Convertible securities typically pay a lower interest rate than
nonconvertible bonds of the same quality and maturity because of the conversion
feature. The value of a convertible security is influenced by changes in
interest rates, with investment value typically declining as interest rates
increase and increasing as interest rates decline, and the credit standing of
the issuer. The price of a convertible security will also normally vary in some
proportion to changes in the price of the underlying common stock because of
the conversion or exercise feature.
CORPORATE FIXED INCOME SECURITIES -- Corporate fixed income securities are
fixed income securities issued by public and private businesses. Corporate
fixed income securities respond to economic developments, especially changes in
interest rates, as well as perceptions of the creditworthiness and business
prospects of individual issuers. Corporate fixed income securities are subject
to the risk that the issuer may not be able to pay interest or, ultimately, to
repay principal upon maturity. Interruptions or delays of these payments could
adversely affect the market value of the security. In addition, due to lack of
uniformly available information about issuers or differences in the issuers'
sensitivity to changing economic conditions, it may be difficult to measure the
credit risk of corporate securities.
CREDIT -- Credit risk is the risk that a decline in the credit quality of an
investment could cause the Fund to lose money. Although the Fund invests in
investment grade securities, the Fund could lose money if the issuer or
guarantor of a portfolio security or a counterparty to a derivative contract
fails to make timely payment or otherwise honor its obligations.
CYBERSECURITY -- With the increased use of the Internet and because information
technology ("IT") systems and digital data underlie most of the Fund's
operations, the Fund and its Adviser, Sub-Adviser, administrator, transfer
agent, distributor and other service providers and the vendors of each
(collectively
13
"Service Providers") are exposed to the risk that their operations and data may
be compromised as a result of internal and external cyber-failures, breaches or
attacks ("Cyber Risk"). This could occur as a result of malicious or criminal
cyber-attacks. Cyber-attacks include actions taken to: (i) steal or corrupt
data maintained online or digitally, (ii) gain unauthorized access to or
release confidential information, (iii) shut down the Fund or Service Provider
website through denial-of-service attacks, or (iv) otherwise disrupt normal
business operations. However, events arising from human error, faulty or
inadequately implemented policies and procedures or other systems failures
unrelated to any external cyber-threat may have effects similar to those caused
by deliberate cyber-attacks.
Successful cyber-attacks or other cyber-failures or events affecting the Fund
or its Service Providers may adversely impact the Fund or its shareholders or
cause your investment in the Fund to lose value. For instance, such attacks,
failures or other events may interfere with the processing of shareholder
transactions, impact the Fund's ability to calculate its NAV, cause the release
of private shareholder information or confidential Fund information, impede
trading, or cause reputational damage. Such attacks, failures or other events
could also subject the Fund or its Service Providers to regulatory fines,
penalties or financial losses, reimbursement or other compensation costs,
and/or additional compliance costs. Insurance protection and contractual
indemnification provisions may be insufficient to cover these losses. The Fund
or its Service Providers may also incur significant costs to manage and control
Cyber Risk. While the Fund and its Service Providers have established IT and
data security programs and have in place business continuity plans and other
systems designed to prevent losses and mitigate Cyber Risk, there are inherent
limitations in such plans and systems, including the possibility that certain
risks have not been identified or that cyber-attacks may be highly
sophisticated.
Cyber Risk is also present for issuers of securities or other instruments in
which the Fund invests, which could result in material adverse consequences for
such issuers, and may cause the Fund's investments in such issuers to lose
value.
DERIVATIVES -- Derivatives are instruments that derive their value from an
underlying security, financial asset or an index. Examples of derivative
instruments include futures contracts, options, and swaps. The primary risk of
derivative instruments is that changes in the market value of securities held
by the Fund, and of the derivative instruments relating to those securities,
may not be proportionate. There may not be a liquid market for the Fund to sell
a derivative instrument, which could result in difficulty in closing the
position. Moreover, certain derivative instruments can magnify the extent of
losses incurred due to changes in the market value of the securities to which
they relate. Some derivative instruments are subject to counterparty risk. A
default by the counterparty on its payments to the Fund will cause the value of
your investment in the Fund to decrease.
EXCHANGE-TRADED FUNDS -- The Fund may purchase shares of ETFs. ETFs are
investment companies whose shares are bought and sold on a securities exchange.
ETFs invest in a portfolio of securities designed to track a particular market
segment or index. ETFs, like mutual funds, have expenses associated with their
operation, including advisory fees. When the Fund invests in an ETF, in
addition to directly bearing expenses associated with its own operations, it
will bear a pro rata portion of the ETF's expenses. Such ETF expenses may make
owning shares of the ETF more costly than owning the underlying securities
directly. The risks of owning shares of an ETF generally reflect the risks of
owning the underlying securities the ETF is designed to track, although lack of
liquidity in an ETF could result in its value being more volatile than the
underlying portfolio of securities. The shares of certain ETFs may trade at a
premium or discount to their intrinsic value (i.e., the market value may differ
from the NAV of an ETF's shares). For example, supply and demand for shares of
an ETF or market disruptions may cause the market price of the ETF to deviate
from the value of the ETF's investments, which may be emphasized in less liquid
markets.
14
EXTENSION -- Investments in fixed income securities are subject to extension
risk. Generally, rising interest rates tend to extend the duration of fixed
income securities, making them more sensitive to changes in interest rates. As
a result, in a period of rising interest rates, the Fund may exhibit additional
volatility.
FIXED INCOME MARKET -- The prices of the Fund's fixed income securities respond
to economic developments, particularly interest rate changes, as well as to
perceptions about the creditworthiness of individual issuers, including
governments and their agencies. Generally, the Fund's fixed income securities
will decrease in value if interest rates rise and vice versa. Fixed income
securities may have fixed-, variable- or floating-rates. There is a risk that
the current interest rate on floating and variable rate instruments may not
accurately reflect existing market interest rates. Also, longer-term securities
are generally more volatile, so the average maturity or duration of these
securities affects risk. These risks may be heightened in a low interest rate
environment. Due to recent events in the fixed income markets, including the
Federal Reserve Board's recent and further likely increases in the target
Federal Funds rate, the Fund may be subject to heightened interest rate risk as
a result of a rise or increased volatility in interest rates. In addition,
reductions in dealer market-making capacity as a result of structural or
regulatory changes could further decrease liquidity and/or increase volatility
in the fixed income markets. As a result of these conditions, the Fund's value
may fluctuate and or the Fund may experience increased redemptions from
shareholders, which may impact the Fund's liquidity or force the Fund to sell
securities into a declining or illiquid market.
FUTURES CONTRACTS -- Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a specific security or
asset at a specified future time and at a specified price (with or without
delivery required). The risks of futures include: (i) leverage risk; (ii)
correlation or tracking risk and (iii) liquidity risk. Because futures require
only a small initial investment in the form of a deposit or margin, they
involve a high degree of leverage. Accordingly, the fluctuation of the value of
futures in relation to the underlying assets upon which they are based is
magnified. Thus, the Fund may experience losses that exceed losses experienced
by funds that do not use futures contracts and which may be unlimited,
depending on the structure of the contract. There may be imperfect correlation,
or even no correlation, between price movements of a futures contract and price
movements of investments for which futures are used as a substitute, or which
futures are intended to hedge.
Lack of correlation (or tracking) may be due to factors unrelated to the value
of the investments being substituted or hedged, such as speculative or other
pressures on the markets in which these instruments are traded. Consequently,
the effectiveness of futures as a security substitute or as a hedging vehicle
will depend, in part, on the degree of correlation between price movements in
the futures and price movements in underlying securities or assets. While
futures contracts are generally liquid instruments, under certain market
conditions they may become illiquid. Futures exchanges may impose daily or
intra-day price change limits and/or limit the volume of trading.
Additionally, government regulation may further reduce liquidity through
similar trading restrictions. As a result, the Fund may be unable to close out
its futures contracts at a time that is advantageous. If movements in the
markets for security futures contracts or the underlying security decrease the
value of the Fund's positions in security futures contracts, the Fund may be
required to have or make additional funds available to its carrying firm as
margin. If the Fund's account is under the minimum margin requirements set by
the exchange or the brokerage firm, its position may be liquidated at a loss,
and the Fund will be liable for the deficit, if any, in its account. The Fund
may also experience losses due to systems failures or inadequate system back-up
or procedures at the brokerage firm(s) carrying the Fund's positions. The
successful use of futures depends upon a variety of factors, particularly the
ability of the Adviser and the Sub-Adviser to predict movements of the
underlying securities markets, which requires
15
different skills than predicting changes in the prices of individual
securities. There can be no assurance that any particular futures strategy
adopted will succeed.
INTEREST RATE -- The risk that a rise in interest rates will cause a fall in
the value of fixed income securities, including U.S. Government Securities, in
which the Fund invests. A historically low interest rate environment may
present greater interest rate risk, because there may be a greater likelihood
of rates increasing and rates may increase more rapidly.
INVESTMENT STYLE -- Investment style risk is the risk that the Fund's
investment in certain securities in a particular market segment pursuant to its
particular investment strategy may underperform other market segments or the
market as a whole.
LEVERAGE -- Certain Fund transactions, such as derivatives, may give rise to a
form of leverage. The use of leverage can amplify the effects of market
volatility on the Fund's share price and make the Fund's returns more volatile.
This is because leverage tends to exaggerate the effect of any increase or
decrease in the value of the Fund's portfolio securities. The use of leverage
may also cause the Fund to liquidate portfolio positions when it would not be
advantageous to do so in order to satisfy its obligations.
LIQUIDITY -- Liquidity risk exists when particular investments are difficult to
purchase or sell. The market for certain investments may become illiquid due to
specific adverse changes in the conditions of a particular issuer or under
adverse market or economic conditions independent of the issuer. The Fund's
investments in illiquid securities may reduce the returns of the Fund because
it may be unable to sell the illiquid securities at an advantageous time or
price.
Further, transactions in illiquid securities may entail transaction costs that
are higher than those for transactions in liquid securities.
MARKET -- Market risk is the risk that the market value of a security may move
up and down, sometimes rapidly and unpredictably. Market risk may affect a
single issuer, an industry, a sector or the market as a whole.
MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are a class of
asset-backed securities representing an interest in a pool or pools of whole
mortgage loans (which may be residential mortgage loans or commercial mortgage
loans). Mortgage-backed securities held or acquired by the Fund could include
(i) obligations guaranteed by federal agencies of the U.S. Government, such as
Ginnie Mae, which are backed by the "full faith and credit" of the United
States, (ii) securities issued by Fannie Mae and Freddie Mac, which are not
backed by the "full faith and credit" of the United States but are guaranteed
by the U.S. Government as to timely payment of principal and interest, (iii)
securities (commonly referred to as "private-label RMBS") issued by private
issuers that represent an interest in or are collateralized by whole
residential mortgage loans without a government guarantee and (iv) commercial
mortgage-backed securities ("CMBS"), which are multi-class or pass-through
securities backed by a mortgage loan or a pool of mortgage loans secured by
commercial property such as industrial and warehouse properties, office
buildings, retail space and shopping malls, multifamily properties and
cooperative apartments. Because private-label RMBS and CMBS are not issued or
guaranteed by the U.S. Government, those securities generally are structured
with one or more types of credit enhancement. There can be no assurance,
however, that credit enhancements will support full payment of the principal
and interest on such obligations. In addition, changes in the credit quality of
the entity that provides credit enhancement could cause losses to the Fund and
affect its share price.
The Fund may invest in mortgage-backed securities in the form of debt or in the
form of "pass-through" certificates. Pass-through securities, which represent
beneficial ownership interests in the related
16
mortgage loans, differ from debt securities, which generally provide for
periodic fixed payments of interest on and principal of the related notes.
Mortgage pass-through securities provide for monthly payments that are a
"pass-through" of the monthly interest and principal payments (including any
prepayments) made by the individual borrowers on the pooled mortgage loans, net
of any fees and expenses owed to the servicers of the mortgage loans and other
transaction parties that receive payment from collections on the mortgage
loans.
The performance of mortgage loans and, in turn, the mortgage-backed securities
acquired by the Fund, is influenced by a wide variety of economic, geographic,
social and other factors, including general economic conditions, the level of
prevailing interest rates, the unemployment rate, the availability of
alternative financing and homeowner behavior.
The rate and aggregate amount of distributions on mortgage-backed securities,
and therefore the average lives of those securities and the yields realized by
the Fund, will be sensitive to the rate of prepayments (including liquidations)
and modifications of the related mortgage loans, any losses and shortfalls on
the related mortgage loans allocable to the tranches held by the Fund and the
manner in which principal payments on the related mortgage loans are allocated
among the various tranches in the particular securitization transaction.
Furthermore, mortgage-backed securities are sensitive to changes in interest
rates, but may respond to those changes differently from other fixed income
securities due to the possibility of prepayment of the mortgage loans. Among
other factors, a significant amount of defaults, rapid prepayments or
prepayment interest shortfalls may erode amounts available for distributions to
the Fund. The timing of changes in the rate of prepayments of the mortgage
loans may significantly affect the Fund's actual yield to maturity, even if the
average rate of principal payments is consistent with the Fund's expectations.
If prepayments of mortgage loans occur at a rate faster than that anticipated
by the Fund, payments of interest on the mortgage-backed securities could be
significantly less than anticipated. Similarly, if the number of mortgage loans
that are modified is larger than that anticipated by the Fund, payments of
principal and interest on the mortgage-backed securities could be significantly
less than anticipated.
OPTIONS -- An option is a contract between two parties for the purchase and
sale of a financial instrument for a specified price at any time during the
option period. Unlike a futures contract, an option grants the purchaser, in
exchange for a premium payment, a right (not an obligation) to buy or sell a
financial instrument. An option on a futures contract gives the purchaser the
right, in exchange for a premium, to assume a position in a futures contract at
a specified exercise price during the term of the option. The seller of an
uncovered call (buy) option assumes the risk of a theoretically unlimited
increase in the market price of the underlying security above the exercise
price of the option. The securities necessary to satisfy the exercise of the
call option may be unavailable for purchase except at much higher prices.
Purchasing securities to satisfy the exercise of the call option can itself
cause the price of the securities to rise further, sometimes by a significant
amount, thereby exacerbating the loss. The buyer of a call option assumes the
risk of losing its entire premium invested in the call option. The seller
(writer) of a put (sell) option that is covered (E.G., the writer has a short
position in the underlying security) assumes the risk of an increase in the
market price of the underlying security above the sales price (in establishing
the short position) of the underlying security plus the premium received and
gives up the opportunity for gain on the underlying security below the exercise
price of the option. The seller of an uncovered put option assumes the risk of
a decline in the market price of the underlying security below the exercise
price of the option. The buyer of a put option assumes the risk of losing his
entire premium invested in the put option. An option's time value (i.e., the
component of the option's value that exceeds the in-the-money amount) tends to
diminish over time. Even though an option may be in-the-money to the buyer at
various times prior to its expiration date, the buyer's ability to realize the
value of an option depends on when and how the option may be exercised. For
example, the terms of a transaction may provide for the option to be exercised
automatically if it is in-the-money on the expiration date. Conversely, the
terms may require
17
timely delivery of a notice of exercise, and exercise may be subject to other
conditions (such as the occurrence or non-occurrence of certain events, such as
knock-in, knock-out or other barrier events) and timing requirements, including
the "style" of the option.
PREPAYMENT -- The Fund's investments in fixed income securities are subject to
prepayment risk. In a declining interest rate environment, fixed income
securities with stated interest rates may have their principal paid earlier
than expected. This may result in the Fund having to reinvest that money at
lower prevailing interest rates, which can reduce the returns of the Fund.
REPURCHASE AGREEMENT -- Although repurchase agreement transactions must be
fully collateralized at all times, they generally create leverage and involve
some counterparty risk to the Fund whereby a defaulting counterparty could
delay or prevent the Fund's recovery of collateral.
SWAP AGREEMENTS -- Swaps are centrally cleared or over-the-counter derivative
products in which two parties agree to exchange payment streams calculated in
relation to a rate, index, instrument or certain securities (referred to as the
"underlying") and a predetermined amount (referred to as the "notional
amount"). The underlying for a swap may be an interest rate (fixed or
floating), a currency exchange rate, a commodity price index, a security, group
of securities or a securities index, a combination of any of these, or various
other rates, securities, instruments, assets or indices. Swap agreements
generally do not involve the delivery of the underlying or principal, and a
party's obligations generally are equal to only the net amount to be paid or
received under the agreement based on the relative values of the positions held
by each party to the swap agreement.
A great deal of flexibility is possible in the way swaps may be structured. For
example, in a simple fixed-to-floating interest rate swap, one party makes
payments equivalent to a fixed interest rate, and the other party makes
payments calculated with reference to a specified floating interest rate, such
as LIBOR or the prime rate.
The Fund may engage in simple or more complex swap transactions involving a
wide variety of underlyings for various reasons. For example, the Fund may
enter into a swap to gain exposure to investments (such as an index of
securities in a market) without actually purchasing those stocks; to make an
investment without owning or taking physical custody of securities in
circumstances in which direct investment is restricted for legal reasons or is
otherwise impracticable; to hedge an existing position; to obtain a particular
desired return at a lower cost to the Fund than if it had invested directly in
an instrument that yielded the desired return; or for various other reasons.
U.S. GOVERNMENT SECURITIES -- Although U.S. Government Securities are
considered to be among the safest investments, they are not guaranteed against
price movements due to changing interest rates. Obligations issued by some U.S.
Government agencies are backed by the U.S. Treasury, while others are backed
solely by the ability of the agency to borrow from the U.S. Treasury or by the
agency's own resources. Therefore, such obligations are not backed by the full
faith and credit of the U.S. Government.
INVESTMENT ADVISER
Community Development Fund Advisors, LLC, located at 6255 Chapman Field Drive,
Miami, Florida 33156, was organized under the laws of the State of Delaware as
a limited liability company on July 25, 2011. The Adviser is registered with
the U.S. Securities and Exchange Commission ("SEC") as an investment adviser
under the Investment Advisers Act of 1940, as amended ("Advisers Act"). The
Adviser was organized to provide investment advice to the Fund. As of March 31,
2017, the Adviser had approximately $36.3 million in assets under management.
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The Fund's assets are managed by the Sub-Adviser under the direction of the
Adviser. The Sub-Adviser manages the Fund's assets in a way that it believes
will help the Fund achieve its goals and the Adviser oversees the Sub-Adviser's
implementation of the Fund's investment strategy. The Adviser continuously
monitors the performance of the Sub-Adviser (including trade execution),
performs certain due diligence functions (such as assessment of changes in
personnel or other developments at the Sub-Adviser or other service providers)
and oversees the Sub-Adviser's compliance with the Fund's investment
objectives, policies and guidelines, including the Fund's investments that are
intended to qualify for CRA credit. The Adviser will manage all CRA compliance
and regulatory matters for the Fund and will direct the Sub-Adviser to seek
investments for the Fund's portfolio based on shareholder Assessment Area(s) or
broader statewide or regional area that include shareholder Assessment Area(s)
and/or the ability for investments to provide CRA qualification. In exchange
for its advisory services, the Adviser will receive a fee of 0.30% of the
Fund's average daily net assets. The Adviser pays the Sub-Adviser out of the
advisory fees it receives from the Fund.
The Adviser has contractually agreed to reduce its fees and reimburse expenses
to the extent necessary to keep total annual Fund operating expenses (excluding
interest, taxes, brokerage commissions and other costs and expenses relating to
the securities that are purchased and sold by the Fund, acquired fund fees and
expenses, and other non-routine expenses not incurred in the ordinary course of
such Fund's business (collectively, "excluded expenses")) from exceeding 1.00%
of the Fund's average daily net assets until April 30, 2018. In addition, if at
any point Total Annual Fund Operating Expenses (not including excluded
expenses) are below the expense cap, the Adviser may recover all or a portion
of its fee reductions or expense reimbursements within a three-year period from
the year in which it reduced its fee or reimbursed expenses if the Fund's Total
Annual Fund Operating Expenses are below the expense cap that was in place at
the time of such fee reductions or expense reimbursements. This agreement may
be terminated: (i) by the Board for any reason at any time; or (ii) by the
Adviser, upon ninety (90) days' prior written notice to the Trust, effective as
of the close of business on April 30, 2018. For the fiscal period from April
29, 2016 (commencement of Fund operations) to December 31, 2016, the Adviser
did not receive any advisory fees (after fee waivers) from the Fund.
Additionally, pursuant to a CRA Servicing Plan (as defined below) that has been
approved by the Board, the Adviser will maintain books and records that
document that the Fund generally holds CRA-qualifying investments with a
primary purpose of community development and explicitly earmark for
CRA-qualifying purposes specific securities to specific shareholders and track
shareholder Assessment Areas. The Adviser will then provide reports to
shareholders for CRA qualification purposes and will maintain an e-mail address
and phone number through which shareholders can contact the Adviser with CRA
compliance related inquires. These shareholder services will be provided by the
Adviser separate and apart from the advisory agreement. For the shareholder
services it provides, the Adviser will be paid 0.20% of the Fund's average
daily net assets. Additional information about the CRA Servicing Plan is
included in the "Distribution and CRA Servicing Plans" section below.
A discussion regarding the basis for the Board's approval of the Fund's
investment advisory agreement is available in the Fund's Semi-Annual Report to
Shareholders dated June 30, 2016, which covers the period from the Fund's
inception to June 30, 2016.
The Adviser may pay compensation from time to time, out of its assets and not
as an additional charge to the Fund, to certain institutions and other persons
in connection with the sale, distribution and/or servicing of Class A Shares of
the Fund.
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INVESTMENT SUB-ADVISER
Logan Circle Partners L.P., a Pennsylvania limited partnership founded in 2007,
serves as the investment sub-adviser to the Fund. The Sub-Adviser's principal
place of business is located at 1717 Arch Street, Suite 1500, Philadelphia,
Pennsylvania 19103. The Sub-Adviser selects, buys, and sells securities for the
Fund under the supervision of the Adviser and the Board. As of December 31,
2016, the Sub-Adviser had approximately $33 billion in assets under
management.
The Adviser and the Sub-Adviser are parties to a sub-advisory agreement dated
January 20, 2016 under which the Sub-Adviser provides sub-advisory services to
the Fund. For its services provided pursuant to the sub-advisory agreement, the
Sub-Adviser receives a fee from the Adviser at an annual rate of 0.15% of the
Fund's average daily net assets.
A discussion regarding the basis for the Board's approval of the Fund's
investment sub-advisory agreement is available in the Fund's Semi-Annual Report
to Shareholders dated June 30, 2016, which covers the period from the Fund's
inception to June 30, 2016.
PORTFOLIO MANAGER
Alfio Leone, IV, CFA, is a portfolio manager and leads the structured products
team of the Sub-Adviser. Mr. Leone is involved with all core-based products
managed by the Sub-Adviser. Prior to joining the Sub-Adviser, he worked as a
structured products trader at Delaware Investments and as a residential ratings
analyst at Fitch Ratings. Mr. Leone received a Bachelor of Science degree in
accounting and a Masters of Business Administration with a concentration in
finance from Villanova University.
PURCHASING AND SELLING FUND SHARES
This prospectus describes the Class A Shares of the Fund.
The Fund expects that Fund investors that are subject to examination for CRA
compliance will seek favorable regulatory consideration of their Fund
investment under the CRA; however, there is no guarantee that an investor will
receive CRA credit for an investment in the Fund. At the time of an investment
in the Fund, an investor that meets the $1,000,000 minimum investment threshold
may request to have its investment amount invested in particular areas of the
United States as its preferred geographic focus or designated target region
solely for CRA accreditation purposes. However, there is no guarantee that
investments will be made in designated target regions or that shares will be
eligible for CRA credit. Each shareholder's returns will be based on the
investment performance of the Fund's blended overall portfolio of investments
and not just on the performance of the assets, if any, in the designated target
region(s) selected by that shareholder.
HOW TO PURCHASE FUND SHARES
The Fund's shares are offered on a continuous basis at NAV per share.
If your request to buy Class A Shares of the Fund is received in proper form by
the Fund's transfer agent by 4:00 p.m. (Eastern time) on a Business Day, the
price you pay will be the NAV per share next determined. If your request to buy
Class A Shares of the Fund is received in proper form by the Fund's transfer
agent after 4:00 p.m. (Eastern time) on a Business Day or on a non-Business
Day, the price you pay will be the NAV per share next determined on the next
Business Day. A purchase request is considered to be "in proper form" when all
necessary information is provided and all required documents
20
are properly completed, signed and delivered. See "Purchases by Wire Transfer"
and "Purchases by Mail" below.
The minimum initial investment for Class A Shares is $1,000,000. The Fund
reserves the right in its discretion to vary or waive the minimum initial
investment for any purchase. There is no minimum requirement for subsequent
purchases.
The Adviser may pay additional compensation from time to time, out of its
assets and not as an additional charge to the Fund, to certain institutions and
other persons in connection with the sale, distribution and/or servicing of
Class A Shares of the Fund.
PURCHASES BY WIRE TRANSFER
You may purchase shares by making a wire transfer of federal funds to UMB Fund
Services, Inc., the Fund's transfer agent. You must include the full name in
which your account is registered and the Fund account number, and should
address the wire transfer as follows:
UMB Bank, N.A.
1010 Grand Blvd
Kansas City, MO 64106
ABA #: 101000695
A/C: 9872190378
For Credit to: The Community Development Fund
For further credit to: (Your Name)
Investor Account Number: (Your Acct. No.)
Name or Account Registration
SSN or TIN
Before making an initial investment by wire transfer, you must forward a
completed new account application with your taxpayer identification number and
signature(s) of authorized officer(s) along with a corporate resolution dated
within 60 days verifying the authorized signers to the Fund (1) by fax to the
Fund's transfer agent at 1-414-299-2178 or (2) by mail to:
REGULAR MAIL
The Community Development Fund
PO Box 2175
Milwaukee, WI 53201
OVERNIGHT MAIL
The Community Development Fund
C/O UMB Fund Services
235 W Galena Street
Milwaukee, WI 53212
PURCHASES BY MAIL
To purchase Class A Shares by mail, complete an account application, including
the name in which the account is registered and the account number. Mail the
completed application and a check payable to The Community Development Fund
to:
21
REGULAR MAIL
The Community Development Fund
PO Box 2175
Milwaukee, WI 53201
OVERNIGHT MAIL
The Community Development Fund
C/O UMB Fund Services
235 W Galena Street
Milwaukee, WI 53212
Initial share purchases must be accompanied by a completed new account
application and a corporate resolution dated within 60 days verifying the
authorized signers. If shares are purchased by check and redeemed within seven
business days of purchase, the Fund may hold redemption proceeds until the
purchase check has cleared, a period of up to fifteen days.
All purchases must be made in U.S. dollars and checks must be drawn on U.S.
banks. No cash, money orders, travelers checks, credit cards, credit card
checks, third party checks or other checks deemed to be high-risk checks will
be accepted.
You will receive a statement showing the number of Class A Shares purchased,
the NAV at which your shares were purchased, and the new balance of Class A
Shares owned each time you purchase Class A Shares of the Fund. The Fund does
not issue share certificates. All full and fractional shares will be carried on
the books of the Fund.
All applications to purchase Class A Shares of the Fund are subject to
acceptance by authorized officers of the Fund and are not binding until
accepted. The Fund reserves the right to reject purchase orders.
PRICING OF FUND SHARES
The price of the Fund's Class A Shares is based on the NAV per share. The NAV
per share is determined as of the close of regular trading (normally 4:00 p.m.
Eastern time) every Business Day. You can buy and sell Class A Shares of the
Fund on any Business Day. The Fund will not price its Class A Shares on
national holidays or other days when either the NYSE or the Fund's custodian is
closed for trading (the Fund's custodian is closed for trading on New Year's
Day, Martin Luther King, Jr. Day, Presidents Day, Memorial Day, Independence
Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas
Day). NAV per share for Class A Shares is calculated by dividing the total
value of the Fund's assets attributable to Class A Shares after subtracting
liabilities attributable to Class A Shares by the number of outstanding Class A
Shares. The Fund's portfolio securities are valued at market value based on
independent third party pricing. Securities for which quotations are not
available and any other assets are valued at fair value as determined in good
faith by the Adviser, subject to the review and supervision of the Board.
Circumstances in which securities may be fair valued include periods when
trading in a security is suspended, the exchange or market on which a security
trades closes early, the trading volume in a security is limited, corporate
actions and announcements take place, or regulatory news is released such as
governmental approvals. In addition, the Trust, in its discretion, may make
adjustments to the prices of securities held by the Fund if an event occurs
after the publication of market values normally used by the Fund but before the
time as of which the Fund calculates its NAV, depending on the nature and
significance of the event, consistent with applicable regulatory guidance and
the Trust's fair value procedures. The use of fair valuation involves the risk
that the values used by the Fund to price its investments may be higher or
lower than the values used by other unaffiliated investment companies and
investors to price the same investments.
22
PURCHASES OF SHARES THROUGH A FINANCIAL INTERMEDIARY
Class A Shares of the Fund may be available through financial intermediaries.
Certain features of the Fund's Class A Shares, such as the initial investment
minimum, may be modified or waived by a financial intermediary. A financial
intermediary may impose transaction or administrative charges or other direct
fees. Therefore, you should contact the financial intermediary acting on your
behalf concerning the fees (if any) charged in connection with a purchase or
redemption of Class A Shares and should read this prospectus in light of the
terms governing your accounts with the financial intermediary.
Financial intermediaries will be responsible for promptly transmitting client
or customer purchase and redemption orders to the Fund in accordance with their
agreements with the Fund and with clients and customers. A financial
intermediary or, if applicable, its designee that has entered into an agreement
with the Fund or its agent may enter confirmed purchase orders on behalf of
clients and customers, with payment and the order received by the Fund no later
than the Fund's pricing on the following Business Day. If payment is not
received by such time, the financial intermediary could be held liable for
resulting fees or losses. The Fund will be deemed to have received a purchase
or redemption order when a financial intermediary or, if applicable, its
authorized designee accepts a purchase or redemption order in proper form,
provided payment and the order are received by the Fund on the following
Business Day. Orders received by the Fund in proper form will be priced at the
NAV for Class A Shares next computed after they are accepted by the financial
intermediary or its authorized designee.
For further information as to how to direct a financial intermediary to
purchase or redeem Class A Shares of the Fund on your behalf, you should
contact your financial intermediary.
If the Fund's transfer agent cannot locate an investor for a period of time
specified by appropriate state law, the investor's account may be deemed
legally abandoned and then escheated (transferred) to the state's unclaimed
property administrator in accordance with statutory requirements.
EXCHANGE OF SECURITIES
The Fund may issue Class A Shares in exchange for securities owned by an
investor. The Fund will issue its Class A Shares only in exchange for
securities that are determined by the Adviser and the Sub-Adviser to be
appropriate, in type and amount, for investment by the Fund in light of the
Fund's investment objectives and policies and current holdings. To determine
the number of Class A Shares that will be issued in the exchange, the
investor's securities will be valued by the method used for valuing the Fund's
portfolio securities.
To discuss arrangements for purchasing Class A Shares of the Fund in exchange
for your securities, contact the Adviser toll-free at 1-844-445-4405.
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES
In accordance with the policy adopted by the Board, the Fund discourages mutual
fund market timing and requires the Fund's service providers to maintain
adequate procedures designed to provide reasonable assurance that market timing
activity will be identified and terminated. Mutual fund market timing involves
the purchase and sale of shares of mutual funds within short periods of time
with the intention of capturing short-term profits resulting from market
volatility. Market timing may disrupt portfolio management strategies, harm the
performance of the Fund, dilute the value of Fund shares and increase brokerage
and administrative costs.
23
Pursuant to this policy, which applies to all accounts investing in the Fund,
the Fund's service providers are specifically prohibited from knowingly opening
accounts for the purpose of market timing in the Fund, entering client trades
for the purpose of market timing, processing exchanges or switches for the
purpose of market timing and assisting a shareholder in commingling multiple
clients' funds in an omnibus account for the purpose of mutual fund market
timing.
The Fund's Chief Compliance Officer shall report any suspected market timing
activity in the Trust promptly to the Board. There is no assurance that the
Fund will be able to identify market timers, particularly if they are investing
through intermediaries. The Fund reserves the right, in its sole discretion, to
reject purchase orders when, in the judgment of management, such rejection is
in the best interest of the Fund and its shareholders.
"Market timing" refers to a pattern of frequent purchases and sales of the
Fund's shares, often with the intent of earning arbitrage profits. Market
timing of the Fund could harm other shareholders in various ways, including by
diluting the value of the shareholders' holdings, increasing Fund transaction
costs, disrupting portfolio management strategy, causing the Fund to incur
unwanted taxable gains and forcing the Fund to hold excess levels of cash.
The Fund is intended to be a long-term investment vehicle and is not designed
for investors that engage in short-term trading activity (I.E., a purchase of
Fund shares followed shortly thereafter by a redemption of such shares, or vice
versa, in an effort to take advantage of short-term market movements).
Accordingly, the Board has adopted policies and procedures on behalf of the
Fund to deter short-term trading. The Fund's transfer agent will monitor trades
in an effort to detect short-term trading activities. If, as a result of this
monitoring, the Fund determines, in its sole discretion, that a shareholder has
engaged in excessive short-term trading, it will refuse to process future
purchases or exchanges into the Fund from that shareholder's account. A
shareholder will be considered to be engaging in excessive short-term trading
in the Fund if the shareholder conducts four or more "round trips" in the Fund
in any twelve-month period or if the Fund determines, in its sole discretion,
that a shareholder's trading activity constitutes excessive short-term trading,
regardless of whether such shareholder exceeds the foregoing round trip
threshold. A round trip involves the purchase of shares of the Fund and the
subsequent redemption of all or most of those shares. An exchange into and back
out of the Fund in this manner is also considered a round trip.
The Fund, in its sole discretion, also reserves the right to reject any
purchase request for any reason without notice.
Judgments with respect to implementation of the Fund's policies are made
uniformly and in good faith in a manner that the Fund believes is consistent
with the best long-term interests of shareholders. When applying the Fund's
policies, the Fund may consider (to the extent reasonably available) an
investor's trading history in accounts under common ownership, influence or
control and any other information available to the Fund.
The Fund's monitoring techniques are intended to identify and deter short-term
trading in the Fund. However, despite the existence of these monitoring
techniques, it is possible that short-term trading may occur in the Fund
without being identified. For example, certain investors seeking to engage in
short-term trading may be adept at taking steps to hide their identity or
activity from the Fund's monitoring techniques. Operational or technical
limitations may also limit the Fund's ability to identify short-term trading
activity.
The Fund may amend these policies and procedures in response to changing
regulatory requirements or to enhance the effectiveness of the program.
24
CUSTOMER IDENTIFICATION AND VERIFICATION AND ANTI-MONEY LAUNDERING PROGRAM
Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account. Accounts for the
Fund are generally opened through other financial institutions or financial
intermediaries. When you open your account through your financial institution
or financial intermediary, you will have to provide your name, address, date of
birth, identification number and other information that will allow the
financial institution or financial intermediary to identify you. This
information is subject to verification by the financial institution or
financial intermediary to ensure the identity of all persons opening an
account.
Your financial institution or financial intermediary is required by law to
reject your new account application if the required identifying information is
not provided. Your financial institution or intermediary may contact you in an
attempt to collect any missing information required on the application, and
your application may be rejected if they are unable to obtain this information.
In certain instances, your financial institution or financial intermediary may
be required to collect documents to establish and verify your identity.
The Fund will accept investments and your order will be processed at the NAV
next determined after receipt of your application in proper form (which
includes receipt of all identifying information required on the application).
The Fund, however, reserve the right to close and/or liquidate your account at
the then-current day's price if the financial institution or financial
intermediary through which you open your account is unable to verify your
identity. As a result, you may be subject to a gain or loss on Fund shares as
well as corresponding tax consequences.
Customer identification and verification are part of the Fund's overall
obligation to deter money laundering under Federal law. The Fund has adopted an
Anti-Money Laundering Compliance Program designed to prevent the Fund from
being used for money laundering or the financing of terrorist activities. In
this regard, the Fund reserves the right to (i) refuse, cancel or rescind any
purchase or exchange order; (ii) freeze any account and/or suspend account
services; or (iii) involuntarily close your account in cases of threatening
conduct or suspected fraudulent or illegal activity. These actions will be
taken when, in the sole discretion of Fund management, they are deemed to be in
the best interest of the Fund or in cases when the Fund is requested or
compelled to do so by governmental or law enforcement authority. If your
account is closed at the request of governmental or law enforcement authority,
you may not receive proceeds of the redemption if the Fund is required to
withhold such proceeds.
HOW TO SELL YOUR FUND SHARES
Financial institutions and intermediaries may sell Fund shares on behalf of
their clients on any Business Day. For information about how to sell Fund
shares through your financial institution or intermediary, you should contact
your financial institution or intermediary directly. Your financial institution
or intermediary may charge a fee for its services. The sale price of each share
will be the next NAV determined after the Fund receives your request or after
the Fund's authorized intermediary receives your request if transmitted to the
Fund in accordance with the Fund's procedures and applicable law.
RECEIVING YOUR MONEY
Normally, the Fund will make payment on your sale on the Business Day following
the day on which they receive your request, but it may take up to seven days to
make payment. You may arrange for your proceeds to be wired to your bank
account.
25
REDEMPTIONS IN KIND
The Fund generally pays sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Fund's remaining shareholders), the Fund might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). Although it is highly unlikely that your
shares would ever be redeemed in kind, you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any
capital gains from the sale as with any redemption.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
The Fund reserves the right to suspend or postpone redemptions during any
period when (a) trading on any of the major U.S. stock exchanges is restricted,
as determined by the SEC, or when the major exchanges are closed for other than
customary weekend and holiday closings, (b) the SEC has by order permitted such
suspension, or (c) an emergency, as determined by the SEC, exists making
disposal of portfolio securities or valuation of net assets of the Fund not
reasonably practicable. The Fund may redeem all Class A Shares held by a
shareholder whose account value is less than the minimum initial investment as
a result of redemptions.
DISTRIBUTION AND CRA SERVICING PLANS
DISTRIBUTOR
Foreside Fund Services, LLC is the distributor (also known as the principal
underwriter) of the shares of the Fund and is located at Three Canal Plaza,
Suite 100, Portland, Maine 04101 (the "Distributor"). The Distributor is a
registered broker-dealer and is a member of the Financial Industry Regulatory
Authority ("FINRA"). The Distributor is not affiliated with the Trust, the
Adviser, the Sub-Adviser or any other service providers for the Fund.
DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended ("1940 Act") with respect to its
Class A Shares. The Distribution Plan allows the Fund to pay fees for the sale
and distribution of Class A Shares and for shareholder services provided to the
holders of Class A Shares. Because they are paid from Fund assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges. Under the
Distribution Plan, the Fund may pay the Distributor up to 0.25% per year of the
Fund's average daily net assets attributable to its Class A Shares. If you hold
your Class A Shares for a substantial period of time, distribution fees may
total more than the economic equivalent of the maximum front-end sales charge
currently allowed by the Conduct Rules of FINRA.
CRA SERVICING PLAN
The Adviser will maintain books and records that explicitly earmark for
CRA-qualifying purposes specific securities to specific shareholders. The Fund
has adopted a CRA servicing plan (the "CRA Servicing Plan") with respect to
Class A Shares that allows such Class A Shares to pay the Adviser a fee in
connection with the ongoing CRA recordkeeping and compliance services provided
to shareholders at an annual rate of up to 0.20% of average daily net assets of
the Class A Shares.
26
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION
Portfolio holdings information for the Fund can be obtained on the Internet at
the following address: www.CommunityDevelopmentFund.com (the "Portfolio
Holdings Website"). Five calendar days after each month end, a list of all
portfolio holdings in the Fund as of the end of such month shall be made
available on the Portfolio Holdings Website. The Adviser may exclude any
portion of the Fund's portfolio holdings from such publication when deemed in
the best interest of the Fund. Beginning on the day after any portfolio
holdings information is posted on the Portfolio Holdings Website, such
information will be delivered directly to any person that requests it, through
electronic or other means. The portfolio holdings information placed on the
Portfolio Holdings Website shall remain there until the fifth calendar day of
the thirteenth month after the date to which the data relates, at which time it
will be permanently removed from the site.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to declare and pay dividends from net investment income
monthly. The Fund intends to make distributions of capital gains, if any, at
least annually, usually in December. Dividends and distributions are reinvested
in additional Class A Shares unless you indicate in the account application or
otherwise in writing that you want to have dividends and distributions paid in
cash.
TAXES
The following is a summary of certain United States tax considerations of
investing in the Fund under current law, which may be subject to change in the
future. The discussion relates solely to investors that are taxable financial
institutions. You should consult your tax adviser for further information
regarding federal, state, local and/or foreign tax consequences relevant to
your specific situation.
The Fund contemplates distributing as dividends each year all or substantially
all of its taxable income, including its net capital gain (the excess of net
long-term capital gain over net short-term capital loss), if any. You will be
subject to federal income tax on Fund distributions regardless of whether they
are paid in cash or reinvested in additional shares. Fund distributions
attributable to short-term capital gains and net investment income are taxable
to you as ordinary income.
Distributions attributable to any excess of net long-term capital gain over
short-term capital loss are generally taxable to you as long-term capital gains
regardless of how long you have held your shares.
Because the Fund will invest in debt securities and not in equity securities of
corporations, Fund distributions will generally not be eligible for the
corporate dividends-received deduction for corporate shareholders.
Distributions attributable to the Fund's net capital gain, if any, are
generally taxable to you as capital gains.
Distributions from the Fund will generally be taxable to you in the taxable
year in which they are paid, with one exception. Distributions declared by the
Fund in October, November or December and paid in January of the following year
are taxed as though they were paid on December 31.
You should note that if you purchase Fund shares just before a distribution,
the purchase price will reflect the amount of the upcoming distribution, but
you will be taxed on the entire amount of the distribution received, even
though, as an economic matter, the distribution simply constitutes a return of
capital. This is known as "buying into a dividend."
27
You will generally recognize capital gain or loss on redemptions of Fund shares
based on the difference between your redemption proceeds and your basis in the
shares. But, any loss realized on a sale or redemption of shares of the Fund
may be disallowed under "wash sale" rules to the extent the shares disposed of
are replaced with other shares of the Fund within a period of 61 days beginning
30 days before and ending 30 days after the shares are disposed of, such as
pursuant to a dividend reinvestment in shares of the Fund. If disallowed, the
loss will be reflected in an upward adjustment to the basis of the shares
acquired.
Shareholders may also be subject to state and local taxes on distributions and
redemptions. State income taxes do not generally apply, however, to the
portions of the Fund's distributions, if any, that are attributable to interest
on federal securities or interest on securities of the particular state or
localities within the state.
The Fund (or its administrative agent) must report to the Internal Revenue
Service ("IRS") and furnish to Fund shareholders cost basis information for
purchases and sales of Fund shares. In addition to reporting the gross proceeds
from the sale of Fund shares, the Fund will also be required to report the cost
basis information for such shares and indicate whether these shares had a
short-term or long-term holding period. For each sale of Fund shares, the Fund
will permit shareholders to elect from among several IRS-accepted cost basis
methods. In the absence of an election, the Fund will use the FIFO (first-in,
first-out) method as the default cost basis method. The cost basis method
elected by the Fund shareholder (or the cost basis method applied by default)
for each sale of Fund shares may not be changed after the settlement date of
each such sale of Fund shares. For all methods except specific lot
identification, the Fund redeems non-covered shares first until they are
depleted and then applies your elected method to your covered shares. If your
shares are held in a brokerage account, your broker may use a different method
and you should contact your broker to determine which method it will use. Fund
shareholders should consult with their tax advisers to determine the best
IRS-accepted cost basis method for their tax situation and to obtain more
information about how the cost basis reporting law applies to them.
THE SAI CONTAINS MORE INFORMATION ABOUT TAXES.
ADDITIONAL INFORMATION
The Trust enters into contractual arrangements with various parties, including,
among others, the Fund's investment adviser, custodian, transfer agent,
accountants and distributor, who provide services to the Fund. Shareholders are
not parties to, or intended (or "third-party") beneficiaries of, any of those
contractual arrangements, and those contractual arrangements are not intended to
create in any individual shareholder or group of shareholders any right to
enforce the terms of the contractual arrangements against the service providers
or to seek any remedy under the contractual arrangements against the service
providers, either directly or on behalf of the Trust.
This prospectus and the SAI provide information concerning the Trust and the
Fund that you should consider in determining whether to purchase shares of the
Fund. The Fund may make changes to this information from time to time. Neither
this prospectus, the SAI or any document filed as an exhibit to the Trust's
registration statement, is intended to, nor does it, give rise to an agreement
or contract between the Trust or the Fund and any shareholder, or give rise to
any contract or other rights in any individual shareholder, group of
shareholders or other person other than any rights conferred explicitly by
federal or state securities laws that may not be waived.
28
FINANCIAL HIGHLIGHTS
The table that follows presents performance information about the Fund. The
information is intended to help you understand the Fund's financial performance
for the period of the Fund's operation. Some of this information reflects
financial information for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund, assuming you reinvested all of your dividends and distributions. The
information provided below has been audited by Tait, Weller & Baker LLP,
independent registered public accounting firm of the Fund. The financial
statements and the unqualified opinion of Tait, Weller & Baker LLP are included
in the Fund's 2016 Annual Report, which is available upon request by calling
the Fund at 1-844-445-4405.
29
--------------------------------------------------------------------------------
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
--------------------------------------------------------------------------------
FOR THE PERIOD ENDED
DECEMBER 31, 2016*
--------------------------------------------------------------------------------
Net asset value, beginning of period $10.00
--------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:(1)
--------------------------------------------------------------------------------
Net Investment Income 0.03
--------------------------------------------------------------------------------
Net realized and unrealized loss on (0.22)
investments
--------------------------------------------------------------------------------
Total loss from operations (0.19)
--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS FROM:
--------------------------------------------------------------------------------
Net investment income (0.04)
--------------------------------------------------------------------------------
Net realized gains (0.10)
--------------------------------------------------------------------------------
Return of capital (0.00)^
--------------------------------------------------------------------------------
Total dividends and distributions (0.14)
--------------------------------------------------------------------------------
Net asset value, end of period $9.67
--------------------------------------------------------------------------------
TOTAL RETURN+ (1.89)%
--------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Net assets, end of period $29,860
($ Thousands)
--------------------------------------------------------------------------------
Ratio of expenses to average net assets
(including waivers and reimbursements) 1.00%(2)
--------------------------------------------------------------------------------
Ratio of expenses to average net assets
(excluding waivers and 1.93%(2)
reimbursements)
--------------------------------------------------------------------------------
Ratio of net investment income to 0.47%(2)
average net assets
--------------------------------------------------------------------------------
Portfolio turnover rate 85%(3)
--------------------------------------------------------------------------------
* THE FUND COMMENCED OPERATIONS ON APRIL 29, 2016.
^ AMOUNT REPRESENTS LESS THAN $(0.005).
(1) PER SHARE CALCULATIONS WERE PERFORMED USING AVERAGE SHARES FOR THE PERIOD.
(2) ANNUALIZED.
(3) PORTFOLIO TURNOVER IS FOR THE PERIOD INDICATED AND HAS NOT BEEN
ANNUALIZED.
+ TOTAL RETURN IS FOR THE PERIOD INDICATED AND HAS NOT BEEN ANNUALIZED.
RETURN SHOWN DOES NOT REFLECT THE DEDUCTIONS OF TAXES THAT A SHAREHOLDER
WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TOTAL
RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER NOT WAIVED ITS FEE AND/OR
REIMBURSED OTHER EXPENSES.
30
THE COMMUNITY DEVELOPMENT FUND
INVESTMENT ADVISER
Community Development Fund Advisors, LLC
6255 Chapman Field Drive
Miami, Florida 33156
INVESTMENT SUB-ADVISER
Logan Circle Partners L.P.
1717 Arch Street, Suite 1500
Philadelphia, PA 19103
DISTRIBUTOR
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
More information about the Fund is available without charge through the
following:
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI, dated May 1, 2017, as it may be amended from time to time, includes
more detailed information about The Community Development Fund. The SAI is on
file with the U.S. Securities and Exchange Commission (the "SEC") and is
incorporated by reference in this prospectus. This means that the SAI, for
legal purposes, is a part of this prospectus.
ANNUAL AND SEMI-ANNUAL REPORTS
Additional information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. In the Fund's annual report,
you will find a discussion of the market conditions and investment strategies
that significantly affect the Fund's performance.
To Obtain an SAI, Annual or Semi-Annual Report, or More Information:
By Telephone: 1-844-445-4405
By Mail: The Community Development Fund
REGULAR MAIL
The Community Development Fund
PO Box 2175
Milwaukee, WI 53201
OVERNIGHT MAIL
The Community Development Fund
C/O UMB Fund Services
235 W Galena Street
Milwaukee, WI 53212
By Internet: www.CommunityDevelopmentFund.com
From the SEC: You can also obtain the SAI or the Annual and Semi-Annual
Reports, as well as other information about The Community Development Fund,
from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may
review and copy documents at the SEC Public Reference Room in Washington, DC
(for information on the operation of the Public Reference Room, call
202-551-8090). You may request documents by mail from the SEC, upon payment of
a duplicating fee, by writing to: Securities and Exchange Commission, Public
Reference Section, Washington, DC 20549-1520. You may also obtain this
information, upon payment of a duplicating fee, by e-mailing the SEC at the
following public address: publicinfo@sec.gov.
The Community Development Fund's Investment Company Act File No. is 811-23080.