N-CSRS
1
cdf-ncsrs.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-23080
THE COMMUNITY DEVELOPMENT FUND
(Exact name of registrant as specified in charter)
________
6255 Chapman Field Drive
Miami, Florida 33156
(Address of principal executive offices) (Zip code)
Kenneth H. Thomas. Ph.D.
Community Development Fund Advisors, LLC
6255 Chapman Field Drive
Miami, Florida 33156
(Name and address of agent for service)
Copy To:
John J. O'Brien, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-844-445-4405
DATE OF FISCAL YEAR END: DECEMBER 31, 2017
DATE OF REPORTING PERIOD: JUNE 30, 2017
Item 1. Reports to Stockholders.
[GRAPHIC OMITTED]
THE COMMUNITY DEVELOPMENT FUND
Semi-Annual Report
June 30, 2017
The Community Development Fund June 30, 2017
(Unaudited)
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TABLE OF CONTENTS
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Schedule of Investments ..................................................... 1
Statement of Assets and Liabilities ......................................... 4
Statement of Operations ..................................................... 5
Statement of Changes in Net Assets. ......................................... 6
Financial Highlights ........................................................ 7
Notes to Financial Statements ............................................... 8
Disclosure of Fund Expenses ................................................. 18
The Fund files its complete schedule of investments of fund holdings with the
Securities and Exchange Commission (the "Commission") for the first and third
quarters of each fiscal year on Form N-Q within sixty days of the period end.
The Fund's N-Q forms are available on the Commission's website at
http://www.sec.gov, and may be reviewed and copied at the Commission's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine
how to vote proxies relating to fund securities, as well as information
relating to how the Fund voted proxies relating to fund securities will be
available (i) without charge, upon request, by calling 1-844-445-4405; and (ii)
on the Commission's website at http://www.sec.gov.
This report has been prepared for shareholders and may be distributed to others
only if preceded or accompanied by an effective prospectus.
The Community Development Fund June 30, 2017
(Unaudited)
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SCHEDULE OF INVESTMENTS
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SECTOR WEIGHTINGS+:
FNMA Single Family 49.0%
GNMA Single Family 12.7%
U.S. Treasury Obligation 11.4%
FGLMC Single Family 9.1%
FNMA Other 7.7%
Money Market Fund 3.5%
GNMA Multifamily 2.5%
Municipal Bonds 2.4%
FGLMC Other 1.7%
+ PERCENTAGES BASED ON TOTAL INVESTMENTS.
FACE MARKET
DESCRIPTION AMOUNT VALUE
----------- ------------ ------------
U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 93.6%
FGLMC Multifamily -- 7.5%
Pool WN0011, 3.38%, 04/01/2030 $ 800,000 $ 833,906
Pool WA3207, 3.60%, 04/01/2030 2,293,730 2,410,568
------------
3,244,474
------------
FGLMC Single Family -- 4.7%
Pool Q41874, 3.00%, 07/01/2046 2,044,245 2,042,198
------------
FNMA MULTIFAMILY -- 15.6%
Pool AM0126, 2.68%, 08/01/2022 1,584,114 1,621,201
Pool TBA, 3.30%, 06/01/2028 390,000 401,944
Pool AM5986, 3.44%, 06/01/2026 1,100,000 1,147,735
Pool 469683, 3.54%, 11/01/2021 409,045 431,044
Pool AM5197, 4.20%, 01/01/2030 561,589 612,470
Pool 467997, 4.52%, 04/01/2020 1,166,221 1,229,209
Pool 467998, 4.52%, 06/01/2020 1,262,328 1,336,692
------------
6,780,295
------------
FNMA SINGLE FAMILY -- 48.6%
Pool AS7484, 3.00%, 06/01/2046 995,550 997,179
Pool BC0962, 3.00%, 06/01/2046 2,003,749 2,002,461
Pool AS7476, 3.00%, 07/01/2046 1,053,644 1,052,967
Pool AS7647, 3.00%, 07/01/2046 1,023,752 1,023,093
Pool AS7653, 3.00%, 07/01/2046 1,590,509 1,590,481
Pool AS8262, 3.00%, 10/01/2046 1,024,560 1,023,903
Pool BC4723, 3.00%, 10/01/2046 1,921,433 1,920,197
Pool AS8465, 3.00%, 12/01/2046 1,002,587 1,001,944
Pool AS8734, 3.50%, 01/01/2047 1,087,521 1,117,958
Pool AS8771, 3.50%, 02/01/2047 1,024,453 1,057,246
The Accompanying Notes Are An Integral Part Of The Financial Statements.
1
The Community Development Fund June 30, 2017
(Unaudited)
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SCHEDULE OF INVESTMENTS (CONTINUED)
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FACE MARKET
DESCRIPTION AMOUNT VALUE
----------- ------------ ------------
FNMA Single Family -- 48.6% (Continued)
Pool AS9369, 3.50%, 03/01/2047 $ 1,031,176 $ 1,064,380
Pool AS9360, 3.50%, 04/01/2047 1,881,459 1,933,572
Pool TBA, 4.00%, 07/13/2039 5,100,000 5,361,176
------------
21,146,557
------------
GNMA Multifamily -- 2.9%
Pool 2017-74, 2.60%, 09/16/2058 1,273,735 1,250,519
------------
GNMA Single Family -- 14.4%
Pool G2 AT5238, 3.00%, 06/20/2046 1,039,625 1,050,972
Pool G2 AU1724, 3.00%, 06/20/2046 1,066,902 1,078,687
Pool G2 AU1835, 3.00%, 08/20/2046 983,643 994,379
Pool G2 AS5883, 3.50%, 06/20/2046 1,328,316 1,376,950
Pool G2 AU1762, 3.50%, 07/20/2046 1,691,805 1,754,190
------------
6,255,178
------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(COST $41,413,054) 40,719,221
------------
MUNICIPAL BONDS -- 2.7%
Massachusetts -- 0.6%
Massachusetts State, Housing Finance Agency, RB
2.60%, 12/01/2039 (A) 240,000 240,365
------------
New York -- 2.1%
New York City, Housing Development, RB
2.20%, 05/01/2020 750,000 750,884
2.35%, 11/01/2020 175,000 175,242
------------
926,126
------------
TOTAL MUNICIPAL BONDS
(COST $1,165,000) 1,166,491
------------
U.S. TREASURY OBLIGATION -- 12.9%
United States Treasury Bill
0.88%, 07/13/2017 (B)* 5,605,000 5,603,795
------------
TOTAL U.S. TREASURY OBLIGATION
(COST $5,603,366) 5,603,795
------------
SHORT-TERM INVESTMENT -- 4.0%
Money Market Fund -- 4.0%
Fidelity Institutional Government Portfolio,
Class I, 0.82% +(C) 1,735,768 1,735,768
------------
TOTAL SHORT-TERM INVESTMENT
(COST $1,735,768) 1,735,768
------------
TOTAL INVESTMENTS (COST $49,917,188) -- 113.1% 49,225,275
============
OTHER ASSETS AND LIABILITIES -- (13.1)% (5,702,591)
------------
NET ASSETS -- 100.0% $ 43,522,684
===============
The Accompanying Notes Are An Integral Part Of The Financial Statements.
2
The Community Development Fund June 30, 2017
(Unaudited)
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SCHEDULE OF INVESTMENTS (CONCLUDED)
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A list of the open futures contracts held by the Fund at June 30, 2017, is as
follows:
Number of Expiration Unrealized
Type Of Contract Contracts Date Appreciation
--------------------------------------------------------------------------------
U.S. 5-Year Treasury Note (23) Oct-2017 $ 9,211
Ultra 10-Year U.S. Treasury Bond (26) Sep-2017 16,083
------------
$ 25,294
============
For the period ended June 30, 2017, the average notional value of short futures
contracts held was $3,745,560 and the ending notional value of short futures
contracts held was $6,240,646.
Percentages are based on Net Assets of $43,522,684
* Zero Coupon Security - Rate shown is the 7-day effective yield as of June
30, 2017.
+ Rate shown is the 7-day effective yield as of June 30, 2017.
(A) Variable Rate Security. The rate reported on the Schedule of Investments
is the rate in effect as of June 30, 2017.
(B) All or a portion of this security has been pledged as collateral for open
futures contracts.
(C) Security, or a portion thereof, has been pledged as collateral on To Be
Announced securities.
FGLMC -- FEDERAL GOVERNMENT LOAN MORTGAGE CORPORATION
FNMA -- FEDERAL NATIONAL MORTGAGE ASSOCIATION
GNMA -- GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
RB -- REVENUE BOND
TBA -- TO BE ANNOUNCED
The following table sets forth information about the level within the fair
value hierarchy at which the Fund's investments and other financial instruments
are measured at June 30, 2017:
Investments in Securities Level 1 Level 2 Level 3 Total
----------- ------------ --------- -------------
U.S. Government & Agency
Obligations $ -- $ 40,719,221 $ -- $ 40,719,221
Municipal Bonds -- 1,166,491 -- 1,166,491
U.S. Treasury Obligation -- 5,603,795 -- 5,603,795
Short-Term Investment 1,735,768 -- -- 1,735,768
----------- ------------ --------- -------------
Total Investments in Securities $ 1,735,768 $ 47,489,507 $ -- $ 49,225,275
=========== ============ ========= =============
Other Financial Instruments Level 1 Level 2 Level 3 Total
----------- ------------ --------- -------------
Futures Contracts+
Unrealized Appreciation $ 25,294 $ -- $ -- $ 25,294
----------- ------------ --------- -------------
Total Other Financial Instruments $ 25,294 $ -- $ -- $ 25,294
=========== ============ ========= =============
+ Futures contracts are valued at the unrealized appreciation on the
instrument.
Amounts designated as "--" are $0.
For the period ended June 30, 2017, there were no transfers between Level 1,
Level 2 and Level 3 assets and liabilities. All transfers, if any, are
recognized by the Fund at the end of the period.
The Accompanying Notes Are An Integral Part Of The Financial Statements.
3
The Community Development Fund June 30, 2017
(Unaudited)
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STATEMENT OF ASSETS AND LIABILITIES
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Assets:
Investments (Cost $49,917,188) ................................ $ 49,225,275
Cash and cash equivalents ..................................... 18,172
Receivable for investment securities sold ..................... 4,649,069
Interest and dividends receivable ............................. 101,104
Cash collateral on derivative contracts ....................... 80,000
Variation margin receivable ................................... 13,703
Receivable from Investment Adviser (Note 5) ................... 3,087
--------------
Total Assets ................................................ 54,090,410
--------------
Liabilities:
Payable for investment securities purchased ................... 10,440,775
Distributions Payable ......................................... 30,967
Chief Compliance Officer fees payable (Note 3) ................ 17,355
Payable due to Administrator (Note 4) ......................... 14,167
CRA servicing fees payable (Note 4) ........................... 7,145
Payable due to Trustees ....................................... 392
Other accrued expenses ........................................ 56,925
--------------
Total Liabilities ........................................... 10,567,726
--------------
Net Assets .................................................... $ 43,522,684
==============
Net Assets Consist Of:
Paid-in capital ............................................... $ 44,421,202
Distributions in excess of net investment income .............. (31,767)
Accumulated net realized loss on investments .................. (200,132)
Net unrealized depreciation on investments .................... (691,913)
Net unrealized appreciation on futures contracts .............. 25,294
--------------
Net Assets .................................................... $ 43,522,684
==============
Net Asset Value, Offering and Redemption Price Per Share --
Class A shares (unlimited authorization - no par value)
($43,522,684 + 4,494,195 shares) ............................. $ 9.68
==============
The Accompanying Notes Are An Integral Part Of The Financial Statements.
4
The Community Development Fund For the period ended
June 30, 2017 (Unaudited)
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STATEMENT OF OPERATIONS
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Investment Income
Dividends ......................................................... $ 9,204
Interest .......................................................... 391,411
----------
Total investment income ......................................... 400,615
----------
Expenses
Accounting and administration fees (Note 4) ....................... 73,333
Investment advisory fees (Note 5) ................................. 53,252
CRA servicing fees (Note 4) ....................................... 35,501
Chief Compliance Officer fees (Note 3) ............................ 27,355
Trustees' fees and expenses ....................................... 1,670
Transfer Agent fees ............................................... 18,887
Legal fees ........................................................ 17,405
Printing fees ..................................................... 8,729
Custodian fees .................................................... 8,244
Audit fees ........................................................ 6,943
Registration fees ................................................. 665
Other ............................................................. 16,346
----------
Total Expenses .................................................. 268,330
----------
Less:
Investment advisory fees waived (Note 5) .......................... (53,252)
Reimbursement from Investment Adviser (Note 5) .................... (37,577)
----------
Net Expenses .................................................... 177,501
----------
Net Investment Income ............................................. 223,114
----------
Net realized gain/(loss) on:
Investments ..................................................... 82,571
Futures contracts ............................................... (82,747)
Net change in unrealized appreciation/(depreciation) on:
Investments ..................................................... 53,446
Futures contracts ............................................... 25,294
----------
Net realized and unrealized gain .................................. 78,564
----------
Net increase in net assets resulting from operations .............. $ 301,678
==========
The Accompanying Notes Are An Integral Part Of The Financial Statements.
5
The Community Development Fund
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STATEMENT OF CHANGES IN NET ASSETS
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Six-month For the
period ended period ended
June 30, 2017 December 31,
(Unaudited) 2016*
-------------- -------------
Operations:
Net investment income ..................... $ 223,114 $ 83,712
Net realized gain/(loss) on investments
and futures contracts ................... (176) 141,014
Net change in unrealized appreciation/
(depreciation) on investments and
futures contracts ....................... 78,740 (745,359)
-------------- -------------
Net increase/(decrease) in net assets
resulting from operations ............... 301,678 (520,633)
-------------- -------------
Dividends and distributions from:
Net investment income ..................... (254,881) (103,138)
Net realized gains -- (321,623)
-------------- -------------
Total dividends and distributions ......... (254,881) (424,761)
-------------- -------------
Capital share transactions:
Issued .................................... 13,500,000 30,500,000
Reinvestment of dividends ................. 115,886 205,395
-------------- -------------
Increase from capital share transactions .. 13,615,886 30,705,395
-------------- -------------
Total increase in net assets ............. 13,662,683 29,760,001
-------------- -------------
Net assets:
Beginning of period ....................... 29,860,001 100,000
-------------- -------------
End of period ............................. $ 43,522,684 $ 29,860,001
============== =============
Distributions in excess of net
investment income ....................... $ (31,767) $ --
============== =============
Shares transactions:
Issued .................................... 1,395,550 3,055,573
Reinvestment of dividends ................. 11,968 21,104
-------------- -------------
Net increase in shares outstanding ........ 1,407,518 3,076,677
============== =============
* The Fund Commenced Operations On April 29, 2016.
Amounts designated as "--" are $0.
The Accompanying Notes Are An Integral Part Of The Financial Statements.
6
The Community Development Fund
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FINANCIAL HIGHLIGHTS
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Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
Six-month For the
period ended period ended
June 30, 2017 December 31,
(Unaudited) 2016*
-------------- -------------
Net asset value, beginning of period ...... $ 9.67 $ 10.00
-------------- -------------
Income/(loss) from operations:(1)
Net investment income ................... 0.06 0.03
Net realized and unrealized gain/(loss)
on investments ........................ 0.02 (0.22)
-------------- -------------
Total gain/(loss) from operations ....... 0.08 (0.19)
-------------- -------------
Dividends and distributions from:
Net investment income ................... (0.07) (0.04)
Net realized gains -- (0.10)
Return of capital -- (0.00)^
-------------- -------------
Total dividends and distributions ......... (0.07) (0.14)
-------------- -------------
Net asset value, end of period ............ $ 9.68 $ 9.67
============== =============
Total return+ ............................. 0.79% (1.89)%
============== =============
Ratios and supplemental data
Net assets, end of period ($ Thousands) ... $ 43,523 $ 29,860
Ratio of expenses to average net assets
(including waivers and reimbursements) 1.00%(2) 1.00%(2)
Ratio of expenses to average net assets
(excluding waivers and reimbursements) 1.51%(2) 1.93%(2)
Ratio of net investment income to average
net assets ............................ 1.26%(2) 0.47%(2)
Portfolio turnover rate ................. 9%(3) 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.
The Accompanying Notes Are An Integral Part Of The Financial Statements.
7
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS
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1. Organization
The Community Development Fund (the "Fund") is an open-end investment company
that was established as a Delaware statutory trust pursuant to a Certificate of
Trust dated August 12, 2011. The Trust's Agreement and Declaration of Trust
permits the Trust to operate separate series ("portfolios") of units of
beneficial interest ("shares") and separate classes of portfolios. Currently,
the Trust offers one class of shares. The investment objectives of the Fund 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. Community Development Fund
Advisors, LLC (the "Adviser"), was organized under the laws of the State of
Delaware as a limited liability company on July 25, 2011 and is also registered
with the Securities and Exchange Commission ("SEC") as an investment adviser
under the Investment Advisors Act of 1940 (the "1940 Act"). Logan Circle
Partners L.P. (the "Sub-Adviser") manages the Fund's assets under the direction
of the Adviser.
2. Significant accounting policies
The following are significant accounting policies, which are consistently
followed in the preparation of the financial statements of the Fund:
Use of estimates -- The Fund is an investment company that applies the
accounting and reporting guidance issued in Topic 946 by the U.S. Financial
Accounting Standards Board ("FASB"). The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
("U.S. GAAP") requires management to make estimates and assumptions that
affect the fair value of assets, the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amount of increases and
decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates and such differences could be
material.
Security Valuation -- Investments in securities traded on a national
securities exchange are valued at the last reported bid price. Debt
securities are valued by using market bid quotations or independent pricing
services which use bid prices provided by market makers or estimates of
values obtained from yield data relating to instruments or securities with
similar characteristics.
8
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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Futures are valued at the settlement price established each day by the
board of exchange on which they are traded. The daily settlement prices for
financial futures are provided by an independent source. On days when there
is excessive volume, market volatility or the future does not end trading
by the time a Fund calculates its NAV, the settlement price may not be
available at the time at which the Fund calculates its NAV. On such days,
the best available price (which is typically the last sales price) may be
used to value a Fund's futures position.
The Fund's board of trustees has adopted methods for valuing securities
including in circumstances in which market quotes are not readily
available, and has delegated authority to the Fund's investment adviser to
apply those methods in making fair value determinations, subject to board
oversight. The investment adviser has established a Valuation Committee
(the "Valuation Committee") to administer, implement, and oversee the fair
valuation process, and to make fair value decisions. The Valuation
Committee regularly reviews its own fair value decisions, as well as
decisions made under its standing instructions to the investment adviser's
valuation teams. The Valuation Committee reviews changes in fair value
measurements from period to period and may, as deemed appropriate, update
the fair valuation guidelines to better reflect the results of comparisons
of fair value determinations with actual trade prices and address new or
evolving issues. The Valuation Committee reports any changes to the fair
valuation guidelines to the board of trustees with supplemental information
to support the changes. The Fund's board and audit committee also regularly
review reports that describe fair value determinations and methods.
The Fund utilizes various methods to measure the fair value of most of its
investments on a recurring basis. GAAP establishes a hierarchy prioritizes
inputs to valuation techniques used to measure fair value. The three levels
of inputs are as follows:
o Level 1 -- Unadjusted quoted prices in active markets for identical
assets or liabilities that the Fund has the ability to access.
o Level 2 -- Observable inputs other than quoted prices included in
Level 1 that are observable for the asset or liability either directly
or indirectly. These inputs may include quoted prices for the
identical
9
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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instrument on an inactive market, prices for similar instruments,
interest rates, prepayment speeds, credit risk, yield curves, default
rates, and similar data.
o Level 3 -- Unobservable inputs for the asset or liability to the
extent that relevant observable inputs are not available, representing
the Fund's own assumptions about the assumptions that a market
participant would use in valuing the asset or liability, and that
would be based on the best information available.
The availability of observable inputs can vary from security to security
and is affected by a wide variety of factors, including, for example, the
type of security, whether the security is new and not yet established in
the marketplace, the liquidity of markets, and other characteristics
particular to the security. To the extent that valuation is based on models
or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Accordingly, the degree
of judgment exercised in determining fair value is greatest for instruments
categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the
fair value hierarchy. In such cases, for disclosure purposes, the level in
the fair value hierarchy within which the fair value measurement falls in
its entirety is determined based on the lowest level input that is
significant to the fair value measurement in its entirety.
For the period ended June 30, 2017, there have been no significant changes
to the Fund's fair valuation methodology.
Mortgage-Backed To-Be-Announced Securities -- The Fund may enter into
mortgage-backed to-be-announced securities ("TBAs"). These derivative
financial instruments are subject to varying degrees of market and credit
risk. TBAs provide for the delayed delivery of the underlying instrument.
The contractual or notional amounts related to these financial instruments
adjusted for unrealized market valuation gains or losses are recorded on a
trade date basis. The credit risk related to settlements is limited to the
unrealized market valuation gains or losses recorded in the statement of
operations. Market risk is substantially dependent upon the value of the
underlying financial instruments and is affected by market forces such as
volatility and changes in interest rates.
10
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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Futures Contracts -- The Fund may use futures contracts for tactical
hedging purposes as well as to enhance the Fund's returns. Initial margin
deposits of cash or securities are made upon entering into futures
contracts. The contracts are marked to market daily and the resulting
changes in value are accounted for as unrealized gains and losses.
Variation margin payments are paid or received, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the
Fund records a realized gain or loss equal to the difference between the
proceeds from (or cost of) the closing transaction and the amount invested
in the contract.
Risks of entering into futures contracts include the possibility that there
will be an imperfect price correlation between the futures and the
underlying securities. Second, it is possible that a lack of liquidity for
futures contracts could exist in the secondary market, resulting in an
inability to close a position prior to its maturity date. Third, the
futures contract involves the risk that the Fund could lose more than the
original margin deposit required to initiate a futures transaction.
Finally, the risk exists that losses could exceed amounts disclosed on the
Statement of Assets and Liabilities. Refer to the Fund's Schedule of
Investments for details regarding open futures contracts as of June 30,
2017.
Security transactions, dividend and investment income -- Security
transactions are accounted for on the date the securities are purchased or
sold. Realized gains and losses on sales of investments are determined on
the basis of the identified cost for both financial statement and federal
income tax purposes. Dividend income is recognized on the ex-dividend date
or as soon as information is available to the Fund. Interest income is
recognized on an accrual basis.
Amortization and accretion are calculated using the effective interest
method. Amortization of premiums and discounts are included in interest
income.
Determination of Net Asset Value and Calculation of Expenses -- In
calculating the net asset value ("NAV") per share of the Fund, investment
income, realized and unrealized gains and losses, and expenses are
allocated daily to each share based upon the proportion of net assets of
each share.
11
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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Federal income taxes -- It is the Fund's intention to qualify as a
regulated investment company for Federal income tax purposes by complying
with the appropriate provisions of Subchapter M of the Code. Accordingly,
no provision for Federal income taxes has been made in the financial
statements.
The Fund evaluates tax positions taken or expected to be taken in the
course of preparing the Fund's tax returns to determine whether it is
"more-likely-than-not" (i.e., greater than 50-percent) that each tax
position will be sustained upon examination by a taxing authority based on
the technical merits of the position. Tax positions deemed to meet the
more-likely-than-not threshold are recorded as a tax benefit in the current
year. The Fund did not record any tax provision in the current period.
However, management's conclusions regarding tax positions taken may be
subject to review and adjustment at a later date based on factors
including, but not limited to, examination by tax authorities (i.e., the
initial open tax year end, as applicable), on-going analysis of and changes
to tax laws, regulations and interpretations thereof.
As of and during the period ended June 30, 2017, the Fund did not have a
liability for any unrecognized tax benefits. The Fund recognizes interest
and penalties, if any, related to unrecognized tax benefits as income tax
expense in the Statement of Operations. During the period ended June 30,
2017, the Fund did not incur any interest or penalties.
Dividends and distributions to shareholders -- Dividends from net
investment income are declared and paid monthly. Distributable net realized
capital gains, if any, are declared and distributed at least annually.
Distributions to shareholders are recorded on the ex-dividend date. Income
and capital gain distributions are determined in accordance with income tax
regulations, which may differ from U.S. GAAP.
Securities Purchased on a Delayed Delivery Basis -- The Fund may purchase
securities on a delayed delivery basis, with payment and delivery scheduled
for a future date. These transactions are subject to market fluctuations
and are subject to the risk that the value at delivery may be more or less
than the trade date purchase price. Although the Fund will generally
purchase these securities with the intention of holding the securities, it
may sell the securities before the settlement date. The Fund will set aside
liquid assets, or engage in other appropriate measures, to cover its
obligations with respect to these securities.
12
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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3. Transactions with affiliates
Certain officers of the Trust are also officers of SEI Investments Global Funds
Services (the "Administrator"), a wholly owned subsidiary of SEI Investments
Company, and/or Foreside Fund Officer Services, LLC, an affiliate of the
Distributor. Such officers are paid no fees by the Trust, other than the Chief
Compliance Officer ("CCO") as described below, for serving as officers of the
Trust.
A portion of the services provided by the CCO and his staff, who are employees
of Foreside Fund Officer Services, LLC, are paid for by the Trust as incurred.
The services include regulatory oversight of the Trust's advisors and service
providers, as required by SEC regulations. The CCO's services and fees have been
approved by and are reviewed by the Board.
4. Administration, CRA Servicing, Distribution, Custodian and Transfer Agent
Agreements
The Fund and the Administrator are parties to an Administration Agreement under
which the Administrator provides administrative services to the Fund. For these
services, the Administrator is paid an asset based fee, which will vary
depending on the number of share classes and the average daily net assets of the
Fund, subject to a minimum. For the period ended June 30, 2017, the Fund paid
$73,333 for these services.
The Fund has adopted a CRA servicing plan (the "CRA Servicing Plan") with
respect to Class A Shares that allows such 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. For the period ended June 30, 2017, the Class A Shares
incurred $35,501 of CRA servicing fees, an effective rate of 0.20% .
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the 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. Under the Distribution Plan,
the Fund may pay its distributor up to 0.25% per year of the Fund's average
daily net assets attributable to its Class A Shares. For the period ended June
30, 2017, the Class A Shares did not incur any Distribution fees.
13
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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UMB Bank, N.A., (the "Custodian") serves as the Fund's Custodian pursuant to a
custody agreement. UMB Fund Services, Inc. (the "Transfer Agent") serves as the
Fund's Transfer Agent pursuant to a transfer agency agreement.
5. Investment Advisory Agreement
Under the terms of an investment advisory agreement, the Adviser provides or
arranges for a third party sub-adviser to provide investment advisory services
to the Fund. For its advisory services, the Adviser receives a fee, which is
calculated daily and paid monthly, at an annual rate of 0.30% of the Fund's
average daily net assets. 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
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 period ended June 30, 2017, the Fund paid $53,252 for these services.
As of June 30, 2017, fees which were previously waived and/or reimbursed by the
Adviser which may be subject to possible future reimbursement, up to the expense
cap in place at the time the expenses were waived and/or reimbursed to the
Adviser were $167,597 and $90,829, expiring in 2020 and 2019, respectively.
The Adviser pays the Sub-Adviser a fee out of its advisory fee which is based on
a percentage of the average monthly market value of the assets managed by the
Sub-Adviser.
14
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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6. Investment Transactions
The aggregate purchases and sales and maturities of investments, excluding
short-term investments, by the Fund for the period ended June 30, 2017, were as
follows:
Purchases:
U.S. Government ............... $ 24,130,265
Sales and Maturities:
U.S. Government ............... $ 3,183,848
7. Federal tax information
The amount and character of income and capital gain distributions to be paid,
if any, are determined in accordance with Federal income tax regulations, which
may differ from U.S. GAAP. As a result, net investment income/(loss) and net
realized gain/(loss) on investment transactions for a reporting period may
differ significantly from distributions during such period. These book/tax
differences may be temporary or permanent. To the extent these differences are
permanent in nature, they are charged or credited to undistributed net
investment income/(loss), accumulated net realized gain/(loss) or paid-in
capital, as appropriate, in the period that the differences arise.
The tax character of dividends and distributions declared during the last
fiscal year were as follows:
Ordinary Income
---------------
2016 ............. $424,761
As of December 31, 2016, the components of distributable earnings on a tax
basis were as follows:
Post-October Losses* ........... $ (199,956)
Unrealized Depreciation ........... (745,359)
-----------
Total Accumulated Losses .......... $ (945,315)
* Under current tax law, capital losses realized after October 31 and prior
to the Fund's fiscal year may be deferred as occurring on the first day of
the following fiscal year.
15
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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The Federal tax cost and aggregate gross unrealized appreciation and
depreciation for the investments held by the Fund at June 30, 2017, were as
follows:
Aggregate Gross Aggregate Gross Net
Federal Unrealized Unrealized Unrealized
Tax Cost Appreciation Depreciation Depreciation
----------- --------------- --------------- ------------
$49,917,188 $32,966 $(724,879) $(691,913)
8. Risks associated with financial instruments
As with all mutual funds, a shareholder of the Fund is subject to the risk that
his or her investment could lose money. The Fund is subject to the principal
risks noted below, any of which may adversely affect the Fund's net asset value
and ability to meet its investment objective.
Credit Risk
The Fund had significant holdings in Fannie Mae, Freddie Mac and GNMA
mortgage-backed securities. Investments in these issues may be at risk that the
issuer of a security or the counterparty to a contract will default or
otherwise become unable to honor a financial obligation.
9. Indemnifications
In the normal course of business, the Fund enters into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements
is dependent on future claims that may be made against the Fund and, therefore,
cannot be established; however, based on experience, the risk of loss from such
claims is considered remote.
10. Underlying Investment In Other Investment Companies
The Fund currently invests a portion of its assets in the Fidelity
Institutional Government Portfolio, Class I (the "Fidelity Fund"). The Fidelity
Fund invests at least 99.5% of its total assets in cash, U.S. Government
securities and/or repurchase agreements that are collateralized fully. The
investment objective of the Fidelity Fund is current income with liquidity and
stability of principal. The Fund may redeem its investment from the Fidelity
Fund at any time if the Advisor determines that it is in the best interest of
the Fund and its shareholders to do so.
16
The Community Development Fund June 30, 2017
(Unaudited)
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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The performance of the Fund may be directly affected by the performance of the
Fidelity Fund. The financial statements of the Fidelity Fund, including the
portfolio of investments, can be found at the Security and Exchange
Commission's website www.sec.gov and should be read in conjunction with the
Fund's financial statements. As of June 30, 2017, the percentage of the Funds'
net assets invested in the Fidelity Fund was 4.0% .
11. Other
At June 30, 2017, 64% of total shares outstanding were held by 4 record
shareholders each owning 10% or greater of the aggregate total shares
outstanding. These shareholders were comprised of omnibus accounts that were
held on behalf of various shareholders.
12. Regulatory Matters
In October 2016, the Securities and Exchange Commission (the "SEC") released
its Final Rule on Investment Company Reporting Modernization (the "Rule"). The
Rule which introduces two new regulatory reporting forms for investment
companies -- Form N-PORT and Form N-CEN -- also contains amendments to
Regulation S-X which impact financial statement presentation, particularly the
presentation of derivative investments. Although still evaluating the impact of
the Rule, management believes that many of the Regulation S-X amendments are
consistent with the Portfolio's current financial statement presentation and
expects that the Portfolio will be able to comply with the Rule's Regulation
S-X amendments by the August 1, 2017 compliance date.
13. Subsequent events
The Fund has evaluated the need for disclosures and/or adjustments resulting
from subsequent events through the date the financials were issued. Based on
this evaluation, no disclosures and/or adjustments were required to the
financial statements.
17
The Community Development Fund June 30, 2017
(Unaudited)
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DISCLOSURE OF FUND EXPENSES
--------------------------------------------------------------------------------
All mutual funds have operating expenses. As a shareholder of a mutual fund,
your investment is affected by these ongoing costs, which include (among
others) costs for fund management, administrative services, and shareholder
reports like this one. It is important for you to understand the impact of
these costs on your investment returns.
Operating expenses such as these are deducted from the mutual fund's gross
income and directly reduce its final investment return. These expenses are
expressed as a percentage of the mutual fund's average net assets; this
percentage is known as the mutual fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period from January 1, 2017 to June 30, 2017.
The table on the next page illustrates your Fund's costs in two ways:
Actual Fund Return. This section helps you to estimate the actual expenses after
fee waivers that your Fund incurred over the period. The "Expenses Paid During
Period" column shows the actual dollar expense cost incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense cost from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide
your ending starting account value by $1,000 to arrive at a ratio (for example,
an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by
the number shown for your Fund under "Expenses Paid During Period."
Hypothetical 5% Return. This section helps you compare your Fund's costs with
those of other mutual funds. It assumes that the Fund had an annual 5% return
before expenses during the year, but that the expense ratio (Column 3) for the
period is unchanged. This example is useful in making comparisons because the
Securities and Exchange Commission requires all mutual funds to make this 5%
calculation. You can assess your Fund's comparative cost by comparing the
hypothetical result for your Fund in the "Expenses Paid During Period" column
with those that appear in the same charts in the shareholder reports for other
mutual funds.
18
The Community Development Fund June 30, 2017
(Unaudited)
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DISCLOSURE OF FUND EXPENSES (CONCLUDED)
--------------------------------------------------------------------------------
NOTE: Because the return is set at 5% for comparison purposes -- NOT your
Fund's actual return -- the account values shown may not apply to your specific
investment.
--------------------------------------------------------------------------------
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT ANNUALIZED PAID
VALUE VALUE EXPENSE DURING
1/1/17 6/30/17 RATIOS PERIOD*
--------------------------------------------------------------------------------
ACTUAL FUND RETURN
Class A Shares ......... $1,000.00 $1,007.90 1.00% $4.98
HYPOTHETICAL 5% RETURN
Class A Shares .......... 1,000.00 1,019.84 1.00 5.01
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 181/365 (to
reflect the one-half year period).
19
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FUND INFORMATION
REGISTERED OFFICE P.O. Box 2175
Milwaukee, WI 53201
INVESTMENT ADVISER Community Development Fund Advisors, LLC
6255 Chapman Field Drive
Miami, Florida 33156
DISTRIBUTOR Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
ADMINISTRATOR SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
LEGAL COUNSEL Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
CUSTODIAN UMB Bank, N.A.
1010 Grand Avenue
Kansas City, Missouri 64106
TRANSFER AGENT UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
INDEPENDENT REGISTERED Tait, Weller & Baker LLP
PUBLIC ACCOUNTING FIRM 1818 Market Street
Philadelphia, PA 19103
[GRAPHIC OMITTED]
Item 2. Code of Ethics.
Not applicable for semi-annual report.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual report.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual report.
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end management investment companies.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the Report to Shareholders filed
under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable to open-end management investment companies.
Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable. Effective for closed-end management investment companies for
fiscal years ending on or after December 31, 2005
Item 9. Purchases of Equity Securities by Closed-End Management Company and
Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may
recommend nominees to the Registrant's Board of Trustees during the period
covered by this report.
Item 11. Controls and Procedures.
(a) The Registrant's principal executive and principal financial officers, or
persons performing similar functions, have concluded that the Registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act
(17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the
report, are effective based on the evaluation of these controls and procedures
required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules
13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There has been no change in the Registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))
that occurred during the second fiscal quarter of the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over financial reporting.
Items 12. Exhibits.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the Registrant as required by Rule 30a-2(a)
under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are
filed herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this
filing as an Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) The Community Development Fund
By (Signature and Title) /s/ Kenneth H. Thomas
-----------------------------------
Kenneth H. Thomas, Ph.D., President
Date: September 6, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title) /s/ Kenneth H. Thomas
-----------------------------------
Kenneth H. Thomas, Ph.D., President
Date: September 6, 2017
By (Signature and Title) /s/ Eric Kleinschmidt
-----------------------------------
Eric Kleinschmidt
Treasurer & CFO
Date: September 6, 2017