N-1A/A

 AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 2016

                                                             FILE NO. 333-206012
                                                              FILE NO. 811-23080

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM N-1A

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933                          / /
                          PRE-EFFECTIVE AMENDMENT NO. 2                      /X/
                          POST-EFFECTIVE AMENDMENT NO.                       / /
                                      AND
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                      /X/
                                AMENDMENT NO. 2

                         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)

                                 (305) 663-0100
              (Registrant's Telephone Number, including Area 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, PENNSYLVANIA 19103

Approximate Date of Proposed Public Offering:  AS SOON AS PRACTICABLE AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.






                         THE COMMUNITY DEVELOPMENT FUND

                                   PROSPECTUS


                             AS OF JANUARY 27, 2016


                THE COMMUNITY DEVELOPMENT FUND ([TICKER SYMBOL])

                                 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 ............................................................ 12
Risk Information ........................................................................ 12
More Information About Principal Risks .................................................. 12
INVESTMENT ADVISER ...................................................................... 17
INVESTMENT SUB-ADVISER .................................................................. 18
PORTFOLIO MANAGER ....................................................................... 18
PURCHASING AND SELLING FUND SHARES ...................................................... 19
HOW TO PURCHASE FUND SHARES ............................................................. 19
Pricing of Fund Shares .................................................................. 21
Purchases of Shares Through a Financial Intermediary .................................... 21
Exchange of Securities .................................................................. 22
Frequent Purchases and Redemptions of Fund Shares ....................................... 22
Customer Identification and Verification and Anti-Money Laundering Program .............. 23
HOW TO SELL FUND SHARES ................................................................. 24
Receiving Your Money .................................................................... 24
Redemptions in Kind ..................................................................... 24
Suspension of Your Right to Sell Your Shares ............................................ 25

DISTRIBUTION AND CRA SERVICING PLANS .................................................... 25

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION ............................................ 25
DIVIDENDS, DISTRIBUTIONS AND TAXES ...................................................... 26
Dividends and Distributions ............................................................. 26
Taxes ................................................................................... 26
FINANCIAL HIGHLIGHTS .................................................................... 28
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)
--------------------------------------------------------------------------------

Management Fees                                                            0.30%
Distribution (12b-1) Fees                                                  0.25%
Other Expenses                                                             1.09%
     CRA Servicing Fee                                      0.20%
     Other Operating Expenses(1)                            0.89%
Total Annual Fund Operating Expenses                                       1.64%
                                                                         -------
Less Fee Reductions and/or Expense Reimbursements                          0.64%
                                                                         -------
Total Annual Fund Operating Expenses After Fee
Reductions and/or Expense Reimbursements(2)                                1.00%
                                                                         -------

(1)  "Other Operating Expenses" are based on estimated amounts for the current
     fiscal year and $50 million in fund assets.

(2)  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, other expenditures which are capitalized in accordance with
     generally accepted accounting principles, 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, 2017 (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 receive from the Fund
     the difference between the Total Annual Fund Operating Expenses (not
     including excluded expenses) and the expense cap to recover all or a
     portion of its prior fee reductions or expense reimbursements made during
     the preceding three-year period during which this agreement was in place.
     This agreement may be terminated: (i) by the Board of Trustees (the
     "Board") of The Community Development Fund (the "Trust"), 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,
     2017.


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 capped expenses for the period
described in the footnote to the fee table) remain the same. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:


                                                          1 YEAR         3 YEARS
                                                          ----------------------
The Community Development Fund -- Class A Shares           $102           $438



                                       1




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.

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. Although
the Fund will invest primarily in investment grade fixed income securities, the
Fund may at times invest in securities rated below investment grade (also
referred to as "high yield" or "junk" bonds).

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 a significant amount of its assets 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.

The Fund may buy and sell securities frequently, which could result in a high
portfolio turnover rate.



                                       2



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 loans in geographic areas sought by the Fund may not
provide as favorable return as CRA-qualified loans 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, and asset-backed securities may not have the
benefit of any security interest in the related assets.

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. Convertible securities may also have credit ratings below investment
grade, meaning that they carry a higher risk of failure by the issuer to pay
principal and/or interest when due.

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.

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 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.



                                       3



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. 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 by,
among other things, interest rate changes and the possibility of prepayment of
the underlying mortgage loans. Mortgage-backed securities are also subject to
the risk that underlying borrowers will be unable to meet their obligations.

PORTFOLIO TURNOVER RISK -- Due to its investment strategy, the Fund may buy and
sell securities frequently. This may result in higher transaction costs and
additional capital gains tax liabilities, which may, in turn, reduce the Fund's
performance.

PREPAYMENT RISK -- The risk that, with declining interest rates, 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



                                       4



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 is new, and therefore has no performance history. Once the Fund has
been in operation for one calendar year, a bar chart and table will be provided
to indicate the risks of investing in the Fund by showing the performance of
the Fund from year to year and how the average annual returns for the Fund
compare to those of a broad-based securities market index.

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


Fund shares will be offered at an initial offering price of $10.00 per share
during an initial offering period, which will commence at the time the Fund's
registration statement becomes effective and which will terminate on or about
March 31, 2016 or such earlier or later date as the Adviser may determine in its
discretion. As an open-end fund, the shares will be offered on a continuous
basis thereafter at net asset value ("NAV") per share.

During the initial offering period, orders may only be placed through the Fund.
Payments for shares of the Fund will not be accepted until the completion of the
initial offering period. At the end of the initial offering period, the Adviser
will notify all persons who have placed orders and call for investment amounts
to be promptly transferred to UMB Fund Services, Inc., the Fund's transfer
agent. If the Adviser does not obtain a level of orders during the initial
offering period that the Adviser believes would be sufficient for the Fund to
commence operations, then the Adviser may extend the offering period by an
additional month or determine to delay the launch of the Fund's operations.

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 by financial institutions seeking positive CRA
consideration with respect to shares of the Fund owned by them and by other
institutional and 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:




                                       5




     BY MAIL-Send to:

     REGULAR MAIL
     The Community Development Fund
     PO Box 2175
     Milwaukee, WI 53201

     OVERNIGHT MAIL
     The Community Development Fund
     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.



                                       6



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, 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 $1.221 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 $305 million as of December 31
          for both of the prior two calendar years and less than $1.221 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

----------
(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 $305 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 March 11, 2010, the three federal bank supervisory 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 to be CRA-qualified.

In the Interagency Questions and Answers Regarding Community Reinvestment
proposed on March 18, 2013 and adopted as final on November 12, 2013 (the "2013
Q&A"), the three federal bank supervisory agencies ("Agencies") continued to
recognize that nationwide funds are important sources of investments in 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 2013 Q&A adopted new and revised guidance that
supplemented prior guidance from 2010.  The most important such revision
described below removes burdensome reporting and earmarking requirements for
both the Shareholder institutions and nationwide funds.

The proposed revised Q&A from March 2013 stressed that investments in
nationwide funds may be suitable investment opportunities, particularly for
large financial institutions with a nationwide branch footprint or for other
financial institutions with a nationwide business focus, including wholesale or
limited purpose institutions. Large institutions with a nationwide branch
footprint typically have many



                                       8



assessment areas in many states; thus, investments in nationwide funds are
likely to benefit such an institution's assessment area(s), or the broader
statewide or regional area that includes its assessment area(s), and provide
that institution with the opportunity to match its investments with the
geographic scope of its business. Further, the proposed revised Q&A stated that
other financial institutions 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 proposed revised Q&A further noted that these other institutions,
in particular, 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 regulations.

Finally, the proposed revised Q&A advised that any "investments in nationwide
funds must be performed in a safe and sound manner, consistent with an
institution's capacity to oversee those activities, and may not be conducted in
lieu of, or to the detriment of, activities in the institution's Assessment
Area(s). When evaluating whether community development activities are being
conducted in lieu of, or to the detriment of, activities in the institution's
Assessment Area(s), examiners will consider an institution's performance
context, including the community development needs and opportunities in its
Assessment Area(s), its business capacity and focus, and its past performance."
Thus, the proposed revised Q&A signaled that the performance context of a
particular institution is very important when determining whether investments
in nationwide funds are appropriate.

The 2013 Q&A document 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.

Accordingly, 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 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



                                       9



pertaining to the security, ordinarily the Adviser would instruct the
Sub-Adviser to cause the Fund to sell that security and attempt to instruct the
Sub-Adviser 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, 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. The length of time will depend upon
the depth of the market for CRA-qualified investments 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 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 ("MBSs"), 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 MBSs are based
on the underlying pools of mortgages that serve as the asset base



                                       10



for the securities. The value of MBSs will be significantly influenced by
changes in interest rates because mortgage-backed pool valuations fluctuate
with interest rate changes. Specifically, when interest rates decline, many
borrowers refinance existing loans, resulting in principal prepayments which
leads to early payment of the securities. Prepayment of an investment in MBSs
can result in a loss to the Fund to the extent of any premium paid for MBSs. In
addition, a decline in interest rates that leads to prepayment of MBSs may
result in a reinvestment requirement at a time when the interest rate
environment presents less attractive investment alternatives.

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 CD.

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 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



                                       11



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 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 Administration ("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



                                       12



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 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 upon 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 backed by
non-mortgage assets such as company receivables, truck and auto loans, leases,
home equity loans and credit card receivables. Asset-backed securities may be
issued as pass-through certificates, which represent undivided fractional
ownership interests in the underlying pools of assets. Therefore, repayment
depends largely on the cash flows generated by the assets backing the
securities. 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, which is discussed below.
Asset-backed securities present credit risks that are not presented by
mortgage-backed securities. This is because asset-backed securities generally
do not have the benefit of a security interest in collateral that is comparable
in quality to mortgage assets. If the issuer of an asset-backed security
defaults on its payment obligations, there is the possibility that, in some
cases, the Fund will be unable to possess and sell the underlying collateral
and that the Fund's recoveries on repossessed collateral may not be available
to support payments on the security. In the event of a default, the Fund may
suffer a loss if it cannot sell collateral quickly and receive the amount they
are owed.

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. Convertible securities may also be rated
below investment grade (junk bonds) or are not rated and are subject to credit
risk and prepayment risk, which are discussed below.

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



                                       13



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 primarily
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. Fixed income
securities rated below investment grade (junk bonds) involve greater risks of
default or downgrade and are more volatile than investment grade securities.
Below investment grade securities involve greater risk of price declines than
investment grade securities due to actual or perceived changes in an issuer's
creditworthiness. In addition, issuers of below investment grade securities may
be more susceptible than other issuers to economic downturns. Such securities
are subject to the risk that the issuer may not be able to pay interest or
dividends and ultimately to repay principal upon maturity.  Discontinuation of
these payments could substantially adversely affect the market value of the
security.

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. Futures Risk, Options Risk, and Swap
Agreements Risk are each discussed below in further detail.

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.

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. Also, longer-term
securities are



                                       14



generally more volatile, so the average maturity or duration of these
securities affects risk. Due to recent events in the fixed-income markets,
including the potential impact of the Federal Reserve Board's ending of its
quantitative easing program and likely increase 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, 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.

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. 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. 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 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 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.



                                       15



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 fixed income
securities representing an interest in a pool of underlying mortgage loans.
Mortgage-backed securities are sensitive to changes in interest rates, but may
respond to these changes differently from other fixed income securities due to
the possibility of prepayment of the underlying mortgage loans. As a result, it
may not be possible to determine in advance the actual maturity date or average
life of a mortgage-backed security. Rising interest rates tend to discourage
refinancing, with the result that the average life and volatility of the
security will increase, exacerbating its decrease in market price. When
interest rates fall, however, mortgage-backed securities may not gain as much
in market value because of the expectation of additional mortgage prepayments,
which must be reinvested at lower interest rates. Prepayment risk may make it
difficult to calculate the average maturity of the Fund's mortgage-backed
securities and, therefore, to assess the volatility risk of the Fund.

The privately issued mortgage-backed securities in which the Fund invests are
not issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and may bear a greater risk of nonpayment than securities
that are backed by the U.S. Treasury. However, the timely payment of principal
and interest normally is supported, at least partially, by various credit
enhancements. There can be no assurance, however, that such 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.

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 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 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 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.



                                       16



PORTFOLIO TURNOVER -- Due to its investment strategy, the Fund may buy and sell
securities frequently. This may result in higher transaction costs and
additional capital gains tax liabilities.

PREPAYMENT -- The Fund's investments in fixed income securities are subject to
prepayment risk. With declining interest rates, 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 (the "Adviser"), located at 6255
Chapman Field Drive, Miami, Florida 33156, was organized under the laws of the
State of Delaware as limited liability company on July 25, 2011. The Adviser is
also 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 January 1, 2016, the Adviser had no assets under management.




                                       17



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 the Shareholders' Assessment
Area(s) or broader statewide or regional area that include its 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, other expenditures which are capitalized in accordance with generally
accepted accounting principles, 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,
2017. In addition, if at any point total annual Fund operating expenses (not
including excluded expenses) are below the expense cap, the Adviser may receive
from the Fund the difference between the total annual Fund operating expenses
(not including excluded expenses) and the expense cap to recover all or a
portion of its prior fee reductions or expense reimbursements made during the
preceding three-year period during which this agreement was in place. 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, 2017.

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 with the Adviser will be available in the Trust's
first shareholder report.

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.

INVESTMENT SUB-ADVISER


Logan Circle Partners L.P. (the "Sub-Adviser"), 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, PA 19103. The Sub-Adviser is a wholly owned subsidiary
of Fortress Investment Group LLC, a publicly traded company founded in 1998. The
Sub-Adviser selects, buys, and sells securities for the Fund under the
supervision of the Adviser and the Board. As of September 30, 2015, the
Sub-Adviser had approximately $33.446 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.

PORTFOLIO MANAGER

Alfio Leone, IV, CFA, is a portfolio manager and leads the structured products
team. 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.




                                       18



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


Fund shares will be offered at an initial offering price of $10.00 per share
during an initial offering period, which will commence at the time the Fund's
registration statement becomes effective and which will terminate on or about
March 31, 2016 or such earlier or later date as the Adviser may determine in its
discretion. As an open-end fund, the shares will be offered on a continuous
basis thereafter at NAV per share.

During the initial offering period, orders may only be placed through the Fund.
Payments for shares of the Fund will not be accepted until the completion of the
initial offering period. At the end of the initial offering period, the Adviser
will notify all persons who have placed orders and call for investment amounts
to be promptly transferred to UMB Fund Services, Inc., the Fund's transfer
agent. If the Adviser does not obtain a level of orders during the initial
offering period that the Adviser believes would be sufficient for the Fund to
commence operations, then the Adviser may extend the offering period by an
additional month or determine to delay the launch of the Fund's operations.


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 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:






                                       19




     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
     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:


     REGULAR MAIL
     The Community Development Fund
     PO Box 2175
     Milwaukee, WI 53201

     OVERNIGHT MAIL
     The Community Development Fund
     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








                                       20




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.


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



                                       21



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.

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.



                                       22



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 be sold to participant-directed employee benefit plans. The Fund's
ability to monitor or restrict trading activity by individual participants in a
plan may be constrained by regulatory restrictions or plan policies. In such
circumstances, the Fund will take such action, which may include taking no
action, as deemed appropriate in light of all the facts and circumstances.

The Fund may amend these policies and procedures in response to changing
regulatory requirements or to enhance the effectiveness of the program.

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



                                       23



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.

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

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 its 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 the Financial Industry Regulatory
Authority, Inc.






                                       24




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 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.

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 relevant
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.



                                       25



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."

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.

FINANCIAL HIGHLIGHTS

As of the date of this prospectus, the Fund had not commenced operations and
therefore does not yet have a history of financial performance.



                                       26



                         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 15005
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 January 27, 2016 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 will be 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
     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.










                      STATEMENT OF ADDITIONAL INFORMATION

                         THE COMMUNITY DEVELOPMENT FUND

CLASS A SHARES ([TICKER SYMBOL])

Adviser: Community Development Fund Advisors, LLC


Sub-Adviser: Logan Circle Partners L.P.


Administrator: SEI Investments Global Funds Services


Custodian: UMB Bank, N.A.

Distributor: Foreside Fund Services, LLC

Transfer Agent: UMB Fund Services, Inc.

This Statement of Additional Information ("SAI") is not a prospectus. It is
intended to provide additional information regarding the activities and
operations of The Community Development Fund (the "Fund") and should be read in
conjunction with the Fund's prospectus dated January 27, 2016 (the
"Prospectus"). A Prospectus may be obtained upon request and without charge by
writing to The Community Development Fund at PO Box 2175, Milwaukee, WI
53201(Overnight Mail: 235 W. Galena Street, Milwaukee, WI 53212), by toll-free
telephone request at 1-844-445-4405, or on the Internet at
www.communitydevelopmentfund.com.

As of January 27, 2016, the Fund had not commenced operations and therefore had
no performance history. Once the Fund commences operations, the financial
statements and financial highlights in the Fund's Annual Report (the "Financial
Statements") will be incorporated by reference into this SAI. Financial
Statements and financial highlights included in such Annual Report will be
audited by Tait, Weller & Baker LLP, the Fund's independent registered public
accounting firm.

January 27, 2016






                               TABLE OF CONTENTS

                                                                            PAGE
THE TRUST ..................................................................  3
INVESTMENT OBJECTIVES AND POLICIES .........................................  3
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ......................  4
INVESTMENT LIMITATIONS .....................................................  20
THE ADMINISTRATOR AND TRANSFER AGENT .......................................  22
THE ADVISER AND SUB-ADVISER ................................................  22
DISTRIBUTION AND CRA SERVICING PLANS .......................................  25
TRUSTEES AND OFFICERS OF THE TRUST .........................................  27
PROXY VOTING POLICIES AND PROCEDURES .......................................  31
PURCHASE AND REDEMPTION OF SHARES ..........................................  32
DETERMINATION OF NET ASSET VALUE ...........................................  33
TAXES ......................................................................  33
FUND PORTFOLIO TRANSACTIONS ................................................  36
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION ...............................  38
DESCRIPTION OF SHARES ......................................................  39
LIMITATION OF TRUSTEES' LIABILITY ..........................................  39
CODES OF ETHICS ............................................................  39
VOTING .....................................................................  39
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES ........................  40
CUSTODIAN ..................................................................  40
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..............................  40
LEGAL COUNSEL ..............................................................  40






                                   THE TRUST

The Fund is an open-end management 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 ("Declaration of Trust")
permits the Trust to offer separate series ("portfolios") of units of
beneficial interest ("shares") and separate classes of portfolios. Currently,
the Trust offers one class of shares, although in the future additional classes
of shares may be offered that may provide for variations in distribution,
shareholder and administrative servicing fees, transfer agent fees, certain
voting rights and dividends. Each share of the Fund represents an equal
proportionate interest in the Fund with each other share of the Fund.

The management and affairs of the Trust are supervised by the Trust's Board of
Trustees (each member, a "Trustee" and, collectively, the "Trustees" or the
"Board") under the laws of the State of Delaware. The Trustees have approved
contracts under which, as described in this SAI, certain companies provide
essential management services to the Trust. All consideration received by the
Trust for shares of any portfolio and all assets of such portfolio belong to
that portfolio and would be subject to the liabilities related thereto. The
Trust pays its expenses, including, among others, the fees of its service
providers, audit and legal expenses, expenses of preparing prospectuses, proxy
solicitation materials and reports to shareholders, costs of custodial services
and registering the shares under federal and state securities laws, pricing,
insurance expenses, litigation and other extraordinary expenses, brokerage
costs, interest charges, taxes and organizational expenses.


The investment adviser, Community Development Fund Advisors, LLC (the
"Adviser"), and investment sub-adviser, Logan Circle Partners L.P. (the
"Sub-Adviser") to the Fund are referred to collectively as the "Advisers."


                       INVESTMENT OBJECTIVES AND POLICIES

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.

The following investment information supplements that set forth in the
Prospectus, which describes the Fund's principal investment strategies and the
types of debt securities and other debt instruments in which the Fund primarily
invests.

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. Although
the Fund will invest primarily in investment grade fixed income securities, the
Fund may at times invest in securities rated below investment grade (also
referred to as "high yield" or "junk" bonds).

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 a significant amount of its assets 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.



                                       3



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.

The Fund may buy and sell securities frequently, which could result in a high
portfolio turnover rate.

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.

There can be no assurance that the Fund will achieve its investment
objectives.

             DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following are descriptions of the permitted investments and investment
practices discussed in the Fund's "Investment Objectives and Policies" section
and the associated risk factors. The Fund may purchase any of these instruments
and/or engage in any of these investment practices if, in the opinion of the
Advisers, such investments or investment practices will be advantageous to the
Fund. The Fund is free to reduce or eliminate its activity in any of these
areas. The Fund may invest in any of the following instruments or engage in any
of the following investment practices unless such investment or activity is
inconsistent with and not permitted by the Fund's stated investment policies.
There is no assurance that any of these strategies or any other strategies and
methods of investment available to the Fund will result in the achievement of
the Fund's investment objectives.

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 goal 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 Advisers 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 loans in geographic areas sought by the Fund may not
provide as favorable of a return as CRA-qualified loans 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--Asset-backed securities are securities backed by
non-mortgage assets such as company receivables, truck and auto loans, leases,
home equity loans and credit card receivables. Other asset-backed securities
may be created in the future. Asset-backed securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Asset-backed securities may also
be debt instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing debt
obligations. Asset-backed securities may be traded over-the-counter and
typically have a short-intermediate maturity structure depending on the paydown
characteristics of the underlying financial assets that are passed through to
the security holder.

Asset-backed securities are not issued or guaranteed by the U.S. Government,
its agencies or instrumentalities; however, the payment of principal and
interest on such obligations may be guaranteed up to certain amounts and, for a
certain period, by a letter of credit issued by a financial institution (such
as a bank or insurance company) unaffiliated with the issuers of such
securities. The purchase of asset-backed securities raises risk considerations
peculiar to the financing of the instruments underlying such securities. For
example, there is a risk that another party could acquire an interest in the
obligations superior to that of the holders of the asset-backed securities.
There is also



                                       4



the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on those securities.

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. In addition, credit card receivables are unsecured
obligations of the card holder. There may be a limited secondary market for
such securities.

In addition to the general risks associated with debt securities discussed in
this SAI and the Prospectus, asset-backed securities carry additional risks
including, but not limited to, the possibilities that: (i) the pace of payments
on underlying assets may be faster or slower than anticipated or payments may
be in default; (ii) the creditworthiness of the credit support provider may
deteriorate; and (iii) such securities may become less liquid or harder to
value as a result of market conditions or other circumstances.

COMMERCIAL PAPER--Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities to
finance short-term credit needs. Commercial paper is usually sold on a discount
basis and has a maturity at the time of issuance generally not exceeding 270
days.  The value of commercial paper may be affected by changes in the credit
rating or financial condition of the issuing entities. The value of commercial
paper will tend to fall when interest rates rise and rise when interest rates
fall.

CONSTRUCTION LOANS--In general, construction loans are mortgages on multifamily
homes that are insured by the Federal Housing Administration ("FHA") under
various federal programs of the National Housing Act of 1934 and its
amendments. Several FHA programs have evolved to ensure the construction
financing and permanent mortgage financing on multifamily residences, nursing
homes, elderly residential facilities, and health care units. Project loans
typically trade in two forms: either as FHA-insured or Ginnie Mae insured
pass-through securities. In this case, a qualified issuer issues the
pass-through securities while holding the underlying mortgage loans as
collateral. Regardless of form, all projects are government-guaranteed by the
U.S. Department of Housing and Urban Development ("HUD") through the FHA
insurance fund. The credit backing of all FHA and Ginnie Mae projects derives
from the FHA insurance fund, so projects issued in either form enjoy the full
faith and credit backing of the U.S. Government.

CONVERTIBLE SECURITIES--Convertible securities are bonds, debentures, notes,
preferred stocks or other securities that may be converted or exchanged (by the
holder or by the issuer) into shares of the underlying common stock (or cash or
securities of equivalent value) at a stated exchange ratio. A convertible
security may also be called for redemption or conversion by the issuer after a
particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by the Fund is called
for redemption or conversion, the Fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third
party.

Convertible securities generally have less potential for gain or loss than
common stocks. Convertible securities generally provide yields higher than the
underlying common stocks, but generally lower than comparable non-convertible
securities. Because of this higher yield, convertible securities generally sell
at a price above their "conversion value," which is the current market value of
the stock to be received upon conversion. The difference between this
conversion value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and interest
rates. When the underlying common stocks decline in value, convertible
securities will tend not to decline to the same extent because of the interest
or dividend payments and the repayment of principal at maturity for certain
types of convertible securities. However, securities that are convertible other
than at the option of the holder generally do not limit the potential for loss
to the same extent as securities convertible at the option of the holder. When
the underlying common stocks rise in value, the value of convertible securities
may also be expected to increase. At the same time, however, the difference
between the market value of convertible securities and their conversion value
will narrow, which means that the value of convertible securities will
generally not increase to the same extent as the value of the underlying common
stocks. Because convertible securities may also be interest-rate sensitive,
their value may increase as interest rates fall and decrease as interest rates
rise. Convertible securities are also subject to credit risk, and are often
lower-quality securities. The Fund may purchase convertible securities of all
ratings, as well as unrated securities.



                                       5



DOLLAR ROLLS--Dollar rolls are transactions in which securities (usually
mortgage-backed securities) are sold for delivery in the current month and the
seller simultaneously contracts to repurchase substantially similar securities
on a specified future date. The difference between the sale price and the
purchase price (plus any interest earned on the cash proceeds of the sale) is
netted against the interest income foregone on the securities sold to arrive at
an implied borrowing rate. Alternatively, the sale and purchase transactions
can be executed at the same price, with the Fund being paid a fee as
consideration for entering into the commitment to purchase. Dollar rolls may be
renewed prior to cash settlement and may initially involve only a firm
commitment agreement by the Fund to buy a security. If the broker-dealer to
whom the Fund sells the security becomes insolvent, the Fund's right to
repurchase the security may be restricted. Other risks involved in entering
into dollar rolls include the risk that the value of the security may change
adversely over the term of the dollar roll and that the security the Fund is
required to repurchase may be worth less than the security that the Fund
originally held. To avoid senior security concerns, the Fund will "cover" any
dollar roll as required by the Investment Company Act of 1940, as amended
("1940 Act").

EXCHANGE-TRADED FUNDS --An ETF is a fund whose shares are bought and sold on a
securities exchange as if it were a single security. An ETF holds a portfolio
of securities designed to track a particular market segment or index.  Some
examples of ETFs are SPDRs([R]), DIAMONDS(SM), NASDAQ 100 Index Tracking
Stock(SM) ("QQQs(SM)"), and iShares([R]). The Fund could purchase an ETF to
temporarily gain exposure to a portion of the U.S. or foreign market while
awaiting an opportunity to purchase securities directly. Similarly, the Fund
may establish a short position in an ETF to gain inverse exposure to a portion
of the U.S. or foreign markets. The risks of owning an ETF generally reflect
the risks of owning the underlying securities it is designed to track, although
lack of liquidity in an ETF could result in it being more volatile than the
underlying portfolio of securities and ETFs have management fees that increase
their costs versus the costs of owning the underlying securities directly.

FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt
obligations issued by governments, corporations, municipalities and other
borrowers, but may also include structured securities that provide for
participation interests in debt obligations. The market value of the fixed
income securities in which the Fund invests will change in response to interest
rate changes and other factors. During periods of falling interest rates, the
value of outstanding fixed income securities generally rises. Conversely,
during periods of rising interest rates, the value of such securities generally
declines. Moreover, while securities with longer maturities tend to produce
higher yields, the prices of longer maturity securities are also subject to
greater market fluctuations as a result of changes in interest rates. Changes
by recognized agencies in the rating of any fixed income security and in the
ability of an issuer to make payments of interest and principal also affect the
value of these investments. Changes in the value of these securities will not
necessarily affect cash income derived from these securities, but will affect
the Fund's net asset value. Securities held by the Fund that are guaranteed by
the U.S. Government, its agencies or instrumentalities guarantee only the
payment of principal and interest and do not guarantee the yield or value of
the securities or the yield or value of the Fund's shares.
Additional information regarding fixed income securities is described below:

DURATION. Duration is a measure of the expected change in value of a fixed
income security for a given change in interest rates. Duration takes the length
of the time intervals between the present time and time that the interest and
principal payments are scheduled, or, in the case of a callable bond, expected
to be received, and weighs them by the present values of the cash to be
received at each future point in time.

INVESTMENT GRADE FIXED INCOME SECURITIES. Fixed income securities are
considered investment grade if they are rated in one of the four highest rating
categories by a Nationally Recognized Statistical Rating Organization
("NRSRO"), or, if not rated, are determined to be of comparable quality by one
of the Advisers. Ratings of each NRSRO represent its opinion of the safety of
principal and interest payments, not the market risk, of bonds and other fixed
income securities it undertakes to rate at the time of issuance. Ratings are
not absolute standards of quality and may not reflect changes in an issuer's
creditworthiness. Fixed income securities rated BBB- or Baa3 lack outstanding
investment characteristics and also have speculative characteristics.
Securities rated Baa3 or higher by Moody's or BBB- or higher by S&P are
considered by those rating agencies to be "investment grade" securities,
although Moody's considers securities rated in the Baa category to have
speculative characteristics. While issuers of bonds rated BBB by S&P are
considered to have adequate capacity to meet their financial commitments,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and principal for debt in this category
than debt in higher-rated categories.



                                       6



BELOW INVESTMENT GRADE ("JUNK BOND") FIXED INCOME SECURITIES. Fixed income
securities are subject to the risk of an issuer's ability to meet principal and
interest payments on the obligation (known as "credit risk") and may also be
subject to price volatility due to such factors as interest rate sensitivity,
market perception of the creditworthiness of the issuer and general market
liquidity (known as "market risk"). Lower-rated or unrated (I.E., high yield or
"junk bond") securities are more likely to react to developments affecting
market and credit risk than are more highly rated securities, which primarily
react to movements in the general level of interest rates. Yields and market
values of high yield securities will fluctuate over time, reflecting not only
changing interest rates but also the market's perception of credit quality and
the outlook for economic growth. When economic conditions appear to be
deteriorating, medium- to lower-rated securities may decline in value due to
heightened concern over credit quality, regardless of prevailing interest
rates.

Investors should carefully consider the relative risks of investing in high
yield securities and understand that such securities are not generally meant
for short-term investing. Adverse economic developments can disrupt the market
for high yield securities and severely affect the ability of issuers,
especially highly leveraged issuers, to service their debt obligations or to
repay their obligations upon maturity, which may lead to a higher incidence of
default on such securities. In addition, the secondary market for high yield
securities may not be as liquid as the secondary market for more highly rated
securities. As a result, it may be more difficult for the Fund to sell these
securities, or the Fund may only be able to sell the securities at prices lower
than if such securities were highly liquid. Furthermore, the Fund may
experience difficulty in valuing certain high yield securities at certain
times. Under these circumstances, prices realized upon the sale of such
lower-rated or unrated securities may be less than the prices used in
calculating the Fund's net asset value. Prices for high yield securities may
also be affected by legislative and regulatory developments.

PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or
call provisions. If an issuer exercised these provisions in a declining
interest rate market, the Fund would have to replace the security with a
lower-yielding security, resulting in a decreased return for investors.
Conversely, a high-yield, high-risk bond's value may decrease in a rising
interest rate market, as will the value of the Fund's assets. If the Fund
experiences significant unexpected net redemptions, it may be forced to sell
high-yield, high-risk bonds without regard to their investment merits, thereby
decreasing the asset base upon which expenses can be spread and possibly
reducing the Fund's rate of return.

TAXES. The Fund may purchase debt securities (such as zero coupon or
pay-in-kind securities) that contain original issue discount. Original issue
discount that accretes in a taxable year is treated as earned by the Fund and
is therefore subject to the distribution requirements applicable to regulated
investment companies under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"). Because the original issue discount earned by the Fund
in a taxable year may not be represented by cash income, the Fund may have to
dispose of other securities and use the proceeds to make distributions to
shareholders.

FUTURES AND OPTIONS ON FUTURES--Futures contracts provide for the future sale
by one party and purchase by another party of a specified amount of a specific
security at a specified future time and at a specified price. 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. An index futures contract is a bilateral agreement
pursuant to which two parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the index
value at the close of trading of the contract and the price at which the
futures contract is originally struck. No physical delivery of the securities
comprising the index is made; generally contracts are closed out prior to the
expiration date of the contract.

The Fund may also invest in Treasury futures, interest rate futures, interest
rate swaps, and interest rate swap futures. A Treasury futures contract
involves an obligation to purchase or sell Treasury securities at a future date
at a price set at the time of the contract. The sale of a Treasury futures
contract creates an obligation by the Fund to deliver the amount of certain
types of Treasury securities called for in the contract at a specified future
time for a specified price. A purchase of a Treasury futures contract creates
an obligation by the Fund to take delivery of an amount of securities at a
specified future time at a specific price. Interest rate futures can be sold as
an offset against the effect of expected interest rate increases and purchased
as an offset against the effect of expected interest rate declines. Interest
rate swaps are an agreement between two parties where one stream of future
interest rate payments is exchanged for another based on a specified principal
amount. Interest rate swaps often exchange a fixed payment for



                                       7



a floating payment that is linked to a particular interest rate. Interest rate
swap futures are instruments that provide a way to gain swap exposure and the
structure features of a futures contract in a single instrument. Swap futures
are futures contracts on interest rate swaps that enable purchasers to cash
settle at a future date at the price determined by the benchmark rate at the
end of a fixed period.

The Fund will reduce the risk that it will be unable to close out a futures
contract by only entering into futures contracts that are traded on national
futures exchanges regulated by the U.S. Commodity Futures Trading Commission
("CFTC"). The Fund may use futures contracts and related options for either
hedging purposes or risk management purposes as well as to enhance the Fund's
returns, as permitted by its stated investment policies. Instances in which the
Fund may use futures contracts and related options for risk management purposes
include: attempting to offset changes in the value of securities held or
expected to be acquired or be disposed of; attempting to minimize fluctuations
in foreign currencies; attempting to gain exposure to a particular market,
index or instrument; or other risk management purposes. The Fund may use
futures for cash equitization purposes, which allows the Fund to invest
consistent with its benchmark while managing daily cash flows, including
significant client inflows and outflows.

When the Fund purchases or sells a futures contract, or sells an option
thereon, the Fund is required to "cover" its position as required by the 1940
Act. The Fund may "cover" its long position in a futures contract by purchasing
a put option on the same futures contract with a strike price (I.E., an
exercise price) as high or higher than the price of the futures contract. In
the alternative, if the strike price of the put is less than the price of the
futures contract, the Fund will earmark on the books of the Fund or place in a
segregated account cash or liquid securities equal in value to the difference
between the strike price of the put and the price of the futures contract. The
Fund may also "cover" its long position in a futures contract by taking a short
position in the instruments underlying the futures contract, or by taking
positions in instruments with prices which are expected to move relatively
consistently with the futures contract. The Fund may "cover" its short position
in a futures contract by taking a long position in the instruments underlying
the futures contract, or by taking positions in instruments with prices which
are expected to move relatively consistently with the futures contract. The
Fund may enter into agreements with broker-dealers which require the
broker-dealers to accept physical settlement for certain futures contracts. If
this occurs, the Fund would treat the futures contract as being cash-settled
for purposes of determining the Fund's coverage requirements.

The Fund may "cover" its sale of a call option on a futures contract by taking
a long position in the underlying futures contract at a price less than or
equal to the strike price of the call option. In the alternative, if the long
position in the underlying futures contract is established at a price greater
than the strike price of the written (sold) call, the Fund will earmark on the
books of the Fund or place in a segregated account cash or liquid securities
equal in value to the difference between the strike price of the call and the
price of the futures contract. The Fund may also "cover" its sale of a call
option by taking positions in instruments with prices which are expected to
move relatively consistently with the call option. The Fund may "cover" its
sale of a put option on a futures contract by taking a short position in the
underlying futures contract at a price greater than or equal to the strike
price of the put option, or, if the short position in the underlying futures
contract is established at a price less than the strike price of the written
put, the Fund will earmark on the books of the Fund or place in a segregated
account cash or liquid securities equal in value to the difference between the
strike price of the put and the price of the futures contract. The Fund may
also "cover" its sale of a put option by taking positions in instruments with
prices which are expected to move relatively consistently with the put option.

There are significant risks associated with the Fund's use of futures contracts
and options on futures, including the following: (i) the success of a hedging
strategy may depend on an Adviser's ability to predict movements in the prices
of individual securities, fluctuations in markets and movements in interest
rates; (ii) there may be an imperfect or no correlation between the changes in
market value of the securities held by the Fund and the prices of futures and
options on futures; (iii) there may not be a liquid secondary market for a
futures contract or option; (iv) trading restrictions or limitations may be
imposed by an exchange; and (v) government regulations may restrict trading in
futures contracts and options on futures. In addition, some strategies reduce
the Fund's exposure to price fluctuations, while others tend to increase its
market exposure.

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION SECURITIES--The Fund may invest in
securities issued by Ginnie Mae, a wholly owned U.S. Government corporation
that guarantees the timely payment



                                       8



of principal and interest. However, any premiums paid to purchase these
instruments are not subject to Ginnie Mae guarantees.

Ginnie Mae securities represent ownership in a pool of federally insured
mortgage loans. Ginnie Mae certificates consist of underlying mortgages with a
maximum maturity of 30 years. However, due to scheduled and unscheduled
principal payments, Ginnie Mae certificates have a shorter average maturity
and, therefore, less principal volatility than a comparable 30-year
mortgage-backed bond. Since prepayment rates vary widely, it is not possible to
accurately predict the average maturity of a particular Ginnie Mae pool. The
scheduled monthly interest and principal payments relating to mortgages in the
pool will be "passed through" to investors. Ginnie Mae securities differ from
conventional bonds in that principal is paid back to the certificate holders
over the life of the loan rather than at maturity. As a result, the Fund will
receive monthly scheduled payments of principal and interest. In addition, the
Fund may receive unscheduled principal payments representing prepayments on the
underlying mortgages. Any prepayments will be reinvested at the then-prevailing
interest rate.

Although Ginnie Mae certificates may offer yields higher than those available
from other types of U.S. Government securities, Ginnie Mae certificates may be
less effective than other types of securities as a means of "locking in"
attractive long-term rates because of the prepayment feature. The market value
and interest yield of these instruments can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. Due to this
prepayment feature, Ginnie Mae certificates tend not to increase in value as
much as most other debt securities when interest rates decline.

ILLIQUID SECURITIES--To maintain liquidity, the Fund may hold a portion of its
net assets in repurchase agreements or other short-term instruments and/or
cash. Under normal conditions, the Fund will hold no more than 10% of its net
assets in such instruments. The Fund will not invest more than 15% of the value
of its net assets in illiquid securities, including repurchase agreements with
remaining maturities in excess of seven days, time deposits with maturities in
excess of seven days, restricted securities, non-negotiable time deposits and
other securities which are not readily marketable. Rule 144A under the
Securities Act of 1933, as amended (the "1933 Act"), allows for a broader
institutional trading market for securities otherwise subject to restrictions
on resale to the general public. Rule 144A establishes a "safe harbor" from the
registration requirements of the 1933 Act for resale of certain securities to
qualified institutional buyers. The Fund's investment in Rule 144A securities
could have the effect of increasing the level of illiquidity of the Fund during
any period that qualified institutional buyers were no longer interested in
purchasing these securities. For purposes of the 15% limitation on purchases of
illiquid securities described above, Rule 144A securities will not be
considered to be illiquid if an Adviser has determined, in accordance with
guidelines established by the Board, that an adequate trading market exists for
such securities.

INVESTMENT COMPANIES--The Fund may invest in securities issued by other
investment companies. Investments in other investment companies will cause the
Fund (and, indirectly, the Fund's shareholders) to bear proportionately the
costs incurred in connection with the investment companies' operations.
Securities of other investment companies will be acquired by the Fund within
the limits prescribed by the 1940 Act and regulations under the 1940 Act. The
Fund generally limits its investments so that, as determined immediately after
a securities purchase is made: (i) not more than 5% of the value of its total
assets will be invested in the securities of any one investment company; (ii)
not more than 10% of the value of its total assets will be invested in the
aggregate in securities of other investment companies as a group; and (iii) not
more than 3% of the outstanding voting stock of any one investment company will
be owned by the Fund.

MONEY MARKET SECURITIES--Money market securities include: (i) short-term U.S.
Government securities; (ii) custodial receipts evidencing separately traded
interest and principal components of securities issued by the U.S. Treasury;
(iii) commercial paper rated in the highest short-term rating category by an
NRSRO, such as S&P or Moody's, or determined by an Adviser to be of comparable
quality at the time of purchase; (iv) short-term bank obligations (certificates
of deposit, time deposits and bankers' acceptances) of U.S. commercial banks
with assets of at least $1 billion as of the end of their most recent fiscal
year; and (v) repurchase agreements involving such securities.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these



                                       9



securities include conventional fifteen and thirty-year fixed-rate mortgages,
graduated payment mortgages, adjustable rate mortgages and floating mortgages.
Mortgage-backed securities are described in more detail below:

GOVERNMENT PASS-THROUGH SECURITIES. Government pass-through securities are
securities that are issued or guaranteed by a U.S. Government agency
representing an interest in a pool of mortgage loans. The primary issuers or
guarantors of these mortgage-backed securities are Ginnie Mae, Fannie Mae and
Freddie Mac. Ginnie Mae, Fannie Mae and Freddie Mac each guarantee timely
distributions of interest to certificate holders. Ginnie Mae and Fannie Mae
also each guarantee timely distributions of scheduled principal. In the past,
Freddie Mac has only guaranteed the ultimate collection of principal of the
underlying mortgage loan; however, Freddie Mac now issues mortgage-backed
securities ("FHLMC Gold PC securities"), which also guarantee timely payment of
monthly principal reductions. Government and private guarantees do not extend
to the securities' value, which is likely to vary inversely with fluctuations
in interest rates.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-backed securities
and among the securities that they issue. Ginnie Mae is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
Therefore, mortgage-backed securities or certificates issued by Ginnie Mae,
including Ginnie Mae Mortgage Pass-Through Certificates (also known as "Ginnie
Maes"), are guaranteed as to the timely payment of principal and interest by
Ginnie Mae and are backed by the full faith and credit of the U.S. Government.
Ginnie Mae certificates are also supported by the authority of Ginnie Mae to
borrow funds from the U.S. Treasury to make payments under its guarantee.
Fannie Mae, on the other hand, is a government-sponsored organization owned by
private stockholders. As a result of recent events (see below), the U.S.
Treasury owns Fannie Mae's senior preferred stock as well as a warrant to
purchase 79.9% of Fannie Mae's common stock. Still, mortgage-backed securities
issued by Fannie Mae, which include Fannie Mae Guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes"), are solely the obligations of
Fannie Mae and are not backed by or entitled to the full faith and credit of
the U.S. Government. Fannie Maes are guaranteed as to timely payment of the
principal and interest by Fannie Mae. Freddie Mac is a corporate
instrumentality of the U.S. Government, created pursuant to an Act of Congress,
and is owned entirely by private stockholders. Mortgage-backed securities
issued by Freddie Mac include Freddie Mac Mortgage Participation Certificates
(also known as "Freddie Macs" or "PCs"). Freddie Macs are not backed by the
full faith and credit of the U.S. Government and therefore are not guaranteed
by the U.S. Government or by any Federal Home Loan Bank and do not constitute a
debt or obligation of the U.S. Government or of any Federal Home Loan Bank.
Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by Freddie Mac. Freddie Mac guarantees either ultimate collection or
timely payment of all principal payments on the underlying mortgage loans. When
Freddie Mac does not guarantee timely payment of principal, Freddie Mac may
remit the amount due on account of its guarantee of ultimate payment of
principal at any time after default on an underlying mortgage, but in no event
later than one year after it becomes payable.

The volatility and disruption that impacted the capital and credit markets
during late 2008 and into 2009 have led to increased market concerns about
Fannie Mae's and Freddie Mac's ability to withstand future credit losses
associated with securities held in their investment portfolios, and on which
they provide guarantees, without the direct support of the federal government.
On September 6, 2008, the Federal Housing Finance Agency ("FHFA") and the U.S.
Treasury began a federal takeover of Fannie Mae and Freddie Mac, placing the
two federal instrumentalities under conservatorship with the FHFA. Under the
plan of conservatorship, the FHFA has assumed control of, and generally has the
power to direct, the operations of Fannie Mae and Freddie Mac, and is empowered
to exercise all powers collectively held by their respective shareholders,
directors and officers, including the power to (1) take over the assets of and
operate Fannie Mae and Freddie Mac with all the powers of the shareholders, the
directors, and the officers of Fannie Mae and Freddie Mac and conduct all
business of Fannie Mae and Freddie Mac; (2) collect all obligations and money
due to Fannie Mae and Freddie Mac; (3) perform all functions of Fannie Mae and
Freddie Mac which are consistent with the conservator's appointment; (4)
preserve and conserve the assets and property of Fannie Mae and Freddie Mac;
and (5) contract for assistance in fulfilling any function, activity, action or
duty of the conservator. Under the takeover, the U.S. Treasury agreed to
acquire $1 billion of senior preferred stock of each instrumentality and
obtained warrants for the purchase of common stock of each instrumentality.
Under these Senior Preferred Stock Purchase Agreements ("SPAs"), the U.S.
Treasury has pledged to provide up to $100 billion per instrumentality as
needed, including the contribution of cash capital to the instrumentalities in
the event that their liabilities exceed their assets. The conditions attached
to the financial contribution made by the Treasury to Fannie Mae and Freddie
Mac and the issuance of this senior preferred stock place significant
restrictions on the activities of



                                       10



Fannie Mae and Freddie Mac. Fannie Mae and Freddie Mac must obtain the consent
of the Treasury to (i) make any payment to purchase or redeem its capital stock
or pay any dividend other than in respect of the senior preferred stock issued
to the Treasury, (ii) issue capital stock of any kind, (iii) terminate the
conservatorship of the FHFA except in connection with a receivership, or (iv)
increase its debt beyond certain specified levels. In addition, significant
restrictions were placed on the maximum size of each of Fannie Mae's and
Freddie Mac's respective portfolios of mortgages and mortgage-backed
securities, and the purchase agreements entered into by Fannie Mae and Freddie
Mac provide that the maximum size of their portfolios of these assets must
decrease by a specified percentage each year. On May 6, 2009, the U.S. Treasury
increased its maximum commitment to each instrumentality under the SPAs to $200
billion per instrumentality. On December 24, 2009, the U.S. Treasury further
amended the SPAs to allow the cap on the U.S. Treasury's funding commitment to
increase as necessary to accommodate any cumulative reduction in Fannie Mae's
and Freddie Mac's net worth through the end of 2012. At the conclusion of 2012,
the remaining U.S. Treasury commitment was to be fully available to be drawn
per the terms of the SPAs. In December 2009, the U.S. Treasury also amended the
SPAs to provide Fannie Mae and Freddie Mac with some additional flexibility to
meet the requirement to reduce their mortgage portfolios. The unlimited support
the U.S. Treasury extended to the two companies expired at the beginning of
2013--Fannie Mae's support is now capped at $125 billion and Freddie Mac has a
limit of $149 billion.

On August 17, 2012, the U.S. Treasury announced that was again amending the
Agreement to terminate the requirement that Fannie Mae and Freddie Mac each pay
a 10% annual dividend. Instead, the companies will transfer to the U.S.
Treasury on a quarterly basis all profits earned during a quarter that exceed a
capital reserve amount of $3 billion. It is believed that the new amendment
puts Fannie Mae and Freddie Mac in a better position to service their debt
because the companies no longer have to borrow from the U.S. Treasury to make
fixed dividend payments. As part of the new terms, Fannie Mae and Freddie Mac
also will be required to reduce their investment portfolios at an annual rate
of 15 percent instead of the previous 10 percent, which puts each of them on
track to cut their portfolios to a targeted $250 billion in 2018.

Fannie Mae and Freddie Mac are the subject of several continuing class action
lawsuits and investigations by federal regulators over certain accounting,
disclosure or corporate governance matters, which (along with any resulting
financial restatements) may adversely affect the guaranteeing entities.
Importantly, the future of the entities is in serious question as the U.S.
Government reportedly is considering multiple options, ranging from
nationalization, privatization, consolidation, or abolishment of the entities.

The actions of the U.S. Treasury are intended to ensure that Fannie Mae and
Freddie Mac maintain a positive net worth and meet their financial obligations
preventing mandatory triggering of receivership. No assurance can be given that
the U.S. Treasury initiatives will be successful. The future status and role of
Fannie Mae and Freddie Mac could be impacted by (among other things) the
actions taken and restrictions placed on Fannie Mae and Freddie Mac by the FHFA
in its role as conservator, the restrictions placed on Fannie Mae's and Freddie
Mac's operations and activities as a result of the senior preferred stock
investment made by the Treasury, market responses to developments at Fannie Mae
and Freddie Mac, and future legislative and regulatory action that alters the
operations, ownership, structure and/or mission of these institutions, each of
which may, in turn, impact the value of, and cash flows on, any mortgage-backed
securities guaranteed by Fannie Mae and Freddie Mac, including any such
mortgage-backed securities held by the Fund.

The market value and interest yield of these mortgage-backed securities can
vary due to market interest rate fluctuations and early prepayments of
underlying mortgages. These securities represent ownership in a pool of
federally insured mortgage loans with a maximum maturity of 30 years. However,
due to scheduled and unscheduled principal payments on the underlying loans,
these securities have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
mortgage-backed security. The scheduled monthly interest and principal payments
relating to mortgages in the pool will be "passed through" to investors.

Government mortgage-backed securities differ from conventional bonds in that
principal is paid back to the certificate holders over the life of the loan
rather than at maturity. As a result, there will be monthly scheduled payments
of principal and interest. In addition, there may be unscheduled principal
payments representing prepayments on the underlying mortgages. Although these
securities may offer higher yields than those available from other types of
U.S. Government securities, the prepayment feature may cause mortgage-backed
securities to be



                                       11



less effective than other types of securities as a means of "locking in"
attractive long-term rates. For instance, when interest rates decline, the
value of these securities likely will not rise as much as comparable debt
securities due to the prepayment feature. In addition, these prepayments can
cause the price of a mortgage-backed security originally purchased at a premium
to decline in price to its par value, which may result in a loss.

PRIVATE PASS-THROUGH SECURITIES. Private pass-through securities are
mortgage-backed securities issued by a nongovernmental entity, such as a trust.
The Fund may invest in private pass-through mortgage-backed securities. While
they are generally structured with one or more types of credit enhancement,
private pass-through securities generally lack a guarantee by an entity having
the credit status of a governmental agency or instrumentality. The two
principal types of private mortgage-backed securities are collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs").

COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS"). CMBS are generally 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. The Fund may invest in CMBS. The
commercial mortgage loans that underlie CMBS are generally not amortizing or
not fully amortizing. That is, at their maturity date, repayment of the
remaining principal balance or "balloon" is due and is repaid through the
attainment of an additional loan or sale of the property.

COLLATERALIZED MORTGAGE OBLIGATIONS. CMOs are securities collateralized by
mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds
representing an interest in a pool of mortgages where the cash flow generated
from the mortgage collateral pool is dedicated to bond repayment) and
mortgage-backed bonds (general obligations of the issuers payable out of the
issuers' general funds and additionally secured by a first lien on a pool of
single family detached properties). CMOs are rated in one of the two highest
categories by S&P or Moody's. Many CMOs are issued with a number of classes or
series that have different expected maturities. Investors purchasing such CMOs
are credited with their portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal based on a predetermined priority schedule. Accordingly, the CMOs in
the longer maturity series are less likely than other mortgage pass-through
securities to be prepaid prior to their stated maturity. Although some of the
mortgages underlying CMOs may be supported by various types of insurance and
some CMOs may be backed by Ginnie Mae certificates or other mortgage
pass-through securities issued or guaranteed by U.S. Government agencies or
instrumentalities, the CMOs themselves are not generally guaranteed.

REAL ESTATE MORTGAGE INVESTMENT CONDUITS. REMICs are private entities formed
for the purpose of holding a fixed pool of mortgages secured by interests in
real property. Guaranteed REMIC pass-through certificates ("REMIC
Certificates") issued by Fannie Mae or Freddie Mac represent beneficial
ownership interests in a REMIC trust consisting principally of mortgage loans
or Fannie Mae, Freddie Mac or Ginnie Mae-guaranteed mortgage pass-through
certificates. For Freddie Mac REMIC Certificates, Freddie Mac guarantees the
timely payment of interest. Ginnie Mae REMIC Certificates are backed by the
full faith and credit of the U.S. Government.

PARALLEL PAY SECURITIES; PLANNED AMORTIZATION CLASS CMOS ("PAC BONDS").
Parallel pay CMOs and REMICs are structured to provide payments of principal on
each payment date to more than one class. These simultaneous payments are taken
into account in calculating the stated maturity date or final distribution date
of each class, which must be retired by its stated maturity date or final
distribution date but may be retired earlier. PAC bonds generally require
payments of a specified amount of principal on each payment date. PAC bonds are
always parallel pay CMOs, with the required principal payment on such
securities having the highest priority after interest has been paid to all
classes.

ADJUSTABLE RATE MORTGAGE SECURITIES ("ARMS"). ARMS are a form of pass-through
security representing interests in pools of mortgage loans whose interest rates
are adjusted from time to time. The adjustments are usually determined in
accordance with a predetermined interest rate index and may be subject to
certain limits. While the value of ARMS, like other debt securities, generally
varies inversely with changes in market interest rates (increasing in value
during periods of declining interest rates and decreasing in value during
periods of increasing interest rates), the value of ARMS should generally be
more resistant to price swings than other debt securities because the interest
rates of ARMS move with market interest rates. The adjustable rate feature of
ARMS will not, however, eliminate fluctuations in the prices of ARMS,
particularly during periods of extreme fluctuations in interest rates. Also,
since



                                       12



many adjustable rate mortgages only reset on an annual basis, it can be
expected that the prices of ARMS will fluctuate to the extent that changes in
prevailing interest rates are not immediately reflected in the interest rates
payable on the underlying adjustable rate mortgages.

STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities are
securities that are created when a U.S. Government agency or a financial
institution separates the interest and principal components of a
mortgage-backed security and sells them as individual securities. The holder of
the "principal-only" security ("PO") receives the principal payments made by
the underlying mortgage-backed security, while the holder of the
"interest-only" security ("IO") receives interest payments from the same
underlying security. The prices of stripped mortgage-backed securities may be
particularly affected by changes in interest rates. As interest rates fall,
prepayment rates tend to increase, which tends to reduce prices of IOs and
increase prices of POs. Rising interest rates can have the opposite effect.

ESTIMATED AVERAGE LIFE. Due to the possibility of prepayments of the underlying
mortgage instruments, mortgage-backed securities generally do not have a known
maturity. In the absence of a known maturity, market participants generally
refer to an "average life estimate." An average life estimate is a function of
an assumption regarding anticipated prepayment patterns and is based upon
current interest rates, current conditions in the relevant housing markets and
other factors. The assumption is necessarily subjective, and thus different
market participants can produce different average life estimates with regard to
the same security. There can be no assurance that estimated average life will
be a security's actual average life.

MUNICIPAL SECURITIES--Municipal securities consist of: (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
facilities. Additional information regarding municipal securities is described
below:

MUNICIPAL BONDS. Municipal bonds are debt obligations issued to obtain funds
for various public purposes. Municipal bonds include general obligation bonds,
revenue or special obligation bonds, private activity and industrial
development bonds, moral obligation bonds and participation interests in
municipal bonds. General obligation bonds are backed by the taxing power of the
issuing municipality. Revenue bonds are backed by the revenues of a project or
facility, such as tolls from a toll bridge. Certificates of participation
represent an interest in an underlying obligation or commitment, such as an
obligation issued in connection with a leasing arrangement. The payment of
principal and interest on private activity and industrial development bonds is
generally dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal property
financed as security for such payment. The Fund may purchase private activity
or industrial development bonds if, in the opinion of counsel for the issuers,
the interest paid is exempt from federal income tax. Municipal bonds are issued
by or on behalf of public authorities to raise money to finance various
privately-owned or operated facilities for business and manufacturing, housing,
sports and pollution control. These bonds are also used to finance public
facilities such as airports, mass transit systems, ports, parking, sewage or
solid waste disposal facilities and certain other facilities. The payment of
the principal and interest on such bonds is dependent solely on the ability of
the facility's user to meet its financial obligations and the pledge, if any,
of real and personal property financed as security for such payment. Moral
obligation bonds are normally issued by special purpose authorities. Moral
obligation bonds are not backed by the full faith and credit of the state, but
are generally backed by the agreement of the issuing authority to request
appropriations from the state legislative body.

MUNICIPAL LEASES. Municipal leases are instruments, or participations in
instruments, issued in connection with lease obligations or installment
purchase contract obligations of municipalities ("municipal lease
obligations"). Although municipal lease obligations do not constitute general
obligations of the issuing municipality, a lease obligation may be backed by
the municipality's covenant to budget for, appropriate funds for and make the
payments due under the lease obligation. However, certain lease obligations
contain "non-appropriation" clauses, which provide that the municipality has no
obligation to make lease or installment purchase payments in future years
unless money is appropriated for such purpose in the relevant years. Municipal
lease obligations are a relatively new form of financing, and the market for
such obligations is still developing. Municipal leases will be treated as
liquid only if they satisfy criteria set forth in guidelines established by the
Board, and there can be no assurance that a market will



                                       13



exist or continue to exist for any municipal lease obligation. Information
regarding illiquid securities is provided under the section "Illiquid
Securities" above.

MUNICIPAL NOTES. Municipal notes consist of general obligation notes, tax
anticipation notes (notes sold to finance working capital needs of the issuer
in anticipation of receiving taxes on a future date), revenue anticipation
notes (notes sold to provide needed cash prior to receipt of expected non-tax
revenues from a specific source), bond anticipation notes, tax and revenue
anticipation notes, certificates of indebtedness, demand notes and construction
loan notes. The maturities of the instruments at the time of issue will
generally range from three months to one year.

OBLIGATIONS OF DOMESTIC BANKS--Bank obligations include the following:

BANKERS' ACCEPTANCES. Bankers' acceptances are bills of exchange or time drafts
drawn on and accepted by a commercial bank. Corporations use bankers'
acceptances to finance the shipment and storage of goods and to furnish dollar
exchange. Maturities are generally six months or less.

BANK NOTES. Bank notes are notes used to represent debt obligations issued by
banks in large denominations.

CERTIFICATES OF DEPOSIT. Certificates of deposit are interest-bearing
instruments with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and can normally be
traded in the secondary market prior to maturity. Certificates of deposit with
penalties for early withdrawal are considered to be illiquid. Additional
information about illiquid securities is provided under the section "Illiquid
Securities" above.

TIME DEPOSITS. Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit earns a specified rate of interest over a definite period of time;
however, it cannot be traded in the secondary market. Time deposits with a
withdrawal penalty or that mature in more than seven days are considered to be
illiquid. Additional information about illiquid securities is provided under
the section "Illiquid Securities" above.

OPTIONS--The Fund may purchase and write put and call options on indices and
enter into related closing transactions. A put option on a security gives the
purchaser of the option the right to sell, and the writer of the option the
obligation to buy, the underlying security at any time during the option
period. A call option on a security gives the purchaser of the option the right
to buy, and the writer of the option the obligation to sell, the underlying
security at any time during the option period. The premium paid to the writer
is the consideration for undertaking the obligations under the option
contract.

The Fund may purchase and write put and call options on foreign currencies
(traded on U.S. and foreign exchanges or over-the-counter markets) to manage
its exposure to exchange rates. Call options on foreign currency written by the
Fund will be "covered" as required by the 1940 Act. The Fund may enter into
agreements with broker-dealers which require the broker-dealers to accept
physical settlement for certain option contracts. If this occurs, the Fund
would treat the option contract as being cash-settled for purposes of
determining the Fund's coverage requirements.

Put and call options on indices are similar to options on securities except
that options on an index give the holder the right to receive, upon exercise of
the option, an amount of cash if the closing level of the underlying index is
greater than (or less than, in the case of puts) the exercise price of the
option. This amount of cash is equal to the difference between the closing
price of the index and the exercise price of the option, expressed in dollars
multiplied by a specified number. Thus, unlike options on individual
securities, all settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index generally, rather
than the price movements in individual securities. All options written on
indices or securities must be "covered" as required by the 1940 Act.

The Fund may trade put and call options on securities, securities indices and
currencies, as an Adviser determines is appropriate in seeking the Fund's
investment objectives, and except as restricted by the Fund's investment
limitations as set forth below. See "Investment Limitations."

The initial purchase (sale) of an option contract is an "opening transaction."
In order to close out an option position, the Fund may enter into a "closing
transaction," which is simply the sale (purchase) of an option contract on the
same security with the same exercise price and expiration date as the option
contract originally opened. If the Fund



                                       14



is unable to effect a closing purchase transaction with respect to an option it
has written, it will not be able to sell the underlying security until the
option expires or the Fund delivers the security upon exercise.

The Fund may purchase put and call options on securities for any lawful
purpose, including to protect against a decline in the market value of the
securities in its portfolio or to anticipate an increase in the market value of
securities that the Fund may seek to purchase in the future. The Fund
purchasing put and call options pays a premium for such options. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for the Fund, loss of the premium paid may be offset by
an increase in the value of the Fund's securities or by a decrease in the cost
of acquisition of securities by the Fund.

The Fund may write (I.E., sell) "covered" call options on securities for any
lawful purpose, including as a means of increasing the yield on its assets and
as a means of providing limited protection against decreases in its market
value. The Fund may engage in a covered call option writing (selling) program
in an attempt to generate additional income or provide a partial hedge to
another position of the Fund. A call option is "covered" if the Fund either
owns the underlying instrument or has an absolute and immediate right (such as
a call with the same or a later expiration date) to acquire that instrument.
The underlying instruments of such covered call options may consist of
individual equity securities, pools of equity securities, ETFs or indices.

The writing of covered call options is a more conservative investment technique
than writing of naked or uncovered options, but capable of enhancing the Fund's
total return. When the Fund writes a covered call option, it profits from the
premium paid by the buyer but gives up the opportunity to profit from an
increase in the value of the underlying security above the exercise price. At
the same time, the Fund retains the risk of loss from a decline in the value of
the underlying security during the option period. Although the Fund may
terminate its obligation by executing a closing purchase transaction, the cost
of effecting such a transaction may be greater than the premium received upon
its sale, resulting in a loss to the Fund. If such an option expires
unexercised, the Fund realizes a gain equal to the premium received. Such a
gain may be offset or exceeded by a decline in the market value of the
underlying security during the option period. If an option is exercised, the
exercise price, the premium received and the market value of the underlying
security determine the gain or loss realized by the Fund.

When the Fund writes an option, if the underlying securities do not increase or
decrease, as applicable, to a price level that would make the exercise of the
option profitable to the holder thereof, the option generally will expire
without being exercised and the Fund will realize as profit the premium
received for such option. When a call option of which the Fund is the writer is
exercised, the Fund will be required to sell the underlying securities to the
option holder at the strike price, and will not participate in any increase in
the price of such securities above the strike price. When a put option of which
the Fund is the writer is exercised, the Fund will be required to purchase the
underlying securities at a price in excess of the market value of such
securities.

The Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is normally done by reference to information from a market maker. It is
the position of the U.S. Securities and Exchange Commission ("SEC") that OTC
options are generally illiquid.

The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.

RISKS. Risks associated with options transactions include: (i) the success of a
hedging strategy may depend on an ability to predict movements in the prices of
individual securities, fluctuations in markets and movements in interest rates;
(ii) there may be an imperfect correlation between the movement in prices of
options and the securities underlying them; (iii) there may not be a liquid
secondary market for options; and (iv) while the Fund will receive a premium
when it writes covered call options, it may not participate fully in a rise in
the market value of the underlying security.



                                       15



OTHER SECURITIES--As the universe of CRA-qualified securities expands, the Fund
may purchase qualified securities that the Adviser (or Sub-Adviser) believes
are consistent with the achievement of the Fund's investment objectives. The
Fund and its shareholders will bear the risks associated with investments in
any such securities. The Fund will invest only in securities that meet the
credit standards set forth in the Prospectus and this SAI and that the Adviser
(or Sub-Adviser) believes will not be inconsistent with the Fund's objective of
providing financial institutions with investment test credit under the CRA.

REPURCHASE AGREEMENTS--A repurchase agreement is an agreement in which one
party sells securities to another party in return for cash with an agreement to
repurchase equivalent securities at an agreed-upon price and on an agreed-upon
future date. The Fund may enter into repurchase agreements with financial
institutions and follow certain procedures designed to minimize the risks
inherent in such agreements. These procedures include effecting repurchase
transactions only with large, well-capitalized and well-established financial
institutions deemed creditworthy by the Adviser (or Sub-Adviser). The
repurchase agreements entered into by the Fund will provide that the underlying
collateral shall have a value equal to at least 102% of the resale price stated
in the agreement at all times. The Adviser (or Sub-Adviser) monitors compliance
with this requirement as well as the ongoing financial condition and
creditworthiness of the counterparty. Under all repurchase agreements entered
into by the Fund, the custodian or its agent must take possession of the
underlying collateral. In the event of a default or bankruptcy by a selling
financial institution, the Fund will seek to liquidate such collateral.
However, the exercising of the Fund's right to liquidate such collateral could
involve certain costs or delays and, to the extent that proceeds from any sale
upon a default of the obligation to repurchase were less than the repurchase
price, the Fund could suffer a loss. At times, the investments of each of the
Fund in repurchase agreements may be substantial when, in the view of the
Adviser or Sub-Adviser, liquidity or other considerations so warrant.

REVERSE REPURCHASE AGREEMENTS AND SALE-BUYBACKS--Reverse repurchase agreements
are transactions in which the Fund sells portfolio securities to financial
institutions, such as banks and broker-dealers, and agrees to repurchase them
at a mutually agreed-upon date and price that is higher than the original sale
price. Reverse repurchase agreements are similar to a fully collateralized
borrowing by the Fund. At the time the Fund enters into a reverse repurchase
agreement, it will earmark on the books of the Fund or place in a segregated
account cash or liquid securities having a value equal to the repurchase price
(including accrued interest) and will subsequently monitor the account to
ensure that such equivalent value is maintained.

Reverse repurchase agreements involve risks. Reverse repurchase agreements are
a form of leverage, and the use of reverse repurchase agreements by the Fund
may increase the Fund's volatility. Reverse repurchase agreements are also
subject to the risk that the other party to the reverse repurchase agreement
will be unable or unwilling to complete the transaction as scheduled, which may
result in losses to the Fund. Reverse repurchase agreements also involve the
risk that the market value of the securities sold by the Fund may decline below
the price at which it is obligated to repurchase the securities. In addition,
when the Fund invests the proceeds it receives in a reverse repurchase
transaction, there is a risk that those investments may decline in value. In
this circumstance, the Fund could be required to sell other investments in
order to meet its obligations to repurchase the securities.

In a sale-buyback transaction, the Fund sells an underlying security for
settlement at a later date. A sale-buyback is similar to a reverse repurchase
agreement, except that in a sale-buyback the counterparty who purchases the
security is entitled to receive any principal or interest payments made on the
underlying security pending settlement of the Fund's repurchase of the
underlying security. The Fund's obligations under a sale-buyback would
typically be offset by earmarking on the books of the Fund or placing in a
segregated account cash or liquid securities having a value equal to the amount
of the Fund's forward commitment to repurchase the underlying security.

RISKS OF CYBER ATTACKS--With the increased use of technologies such as the
Internet and the dependence on computer systems to perform necessary business
functions, investment companies such as the Fund and its service providers may
be prone to operational and information security risks resulting from
cyber-attacks. Cyber attacks affecting the Fund or any of its intermediaries or
service providers may adversely impact the Fund and its shareholders,
potentially resulting in, among other things, financial losses or the inability
of Fund shareholders to transact business. The Fund may also incur additional
costs for cyber security risk management purposes designed to mitigate or
prevent the risk of cyber attacks. Similar types of cyber security risks are
also present for issuers of securities in which the Fund may invest, which
could result in material adverse consequences for such issuers and may cause
the Fund's investment in such companies to lose value.



                                       16



SECURITIES LENDING--The Fund may lend its portfolio securities to financial
institutions such as banks and broker/dealers in accordance with the investment
limitations described below. Such loans involve risks of delay in receiving
additional collateral or in recovering the securities loaned or even loss of
rights in the collateral, should the borrower of the securities fail
financially. Any portfolio securities purchased with cash collateral will be
subject to possible depreciation in value. The Fund will continue to accrue
interest on the securities loaned and will also earn income on the loans. Any
cash collateral received by the Fund will be invested in high quality,
short-term money market instruments. Loans will generally be short term, will
be made only to borrowers that the Adviser deems to be of good standing and
only when, in the Adviser's judgment, the income to be earned from the loan
justifies the attendant risk.

SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS--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. In a currency swap, the parties generally enter
into an agreement to pay interest streams in one currency based on a specified
rate in exchange for receiving interest streams denominated in another
currency. Currency swaps may involve initial and final exchanges of the
currency that correspond to the agreed upon notional amount.

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) or currencies without actually purchasing those stocks
or currencies; to make an investment without owning or taking physical custody
of securities or currencies 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.

The Fund may enter into credit default swaps, as a buyer or a seller. The buyer
in a credit default contract is obligated to pay the seller a periodic stream
of payments over the term of the contract provided no event of default has
occurred. If an event of default occurs, the seller must pay the buyer the full
notional value ("par value") of the underlying in exchange for the underlying.
If the Fund is a buyer and no event of default occurs, the Fund will have made
a stream of payments to the seller without having benefited from the default
protection it purchased. However, if an event of default occurs, the Fund, as
buyer, will receive the full notional value of the underlying that may have
little or no value following default. As a seller, the Fund receives a fixed
rate of income throughout the term of the contract, provided there is no
default. If an event of default occurs, the Fund would be obligated to pay the
notional value of the underlying in return for the receipt of the underlying.
The value of the underlying received by the Fund, coupled with the periodic
payments previously received may be less than the full notional value it pays
to the buyer, resulting in a loss of value to the Fund. Credit default swaps
involve different risks than if the Fund invests in the underlying directly.

Caps, floors, collars and swaptions are privately-negotiated option-based
derivative products. Like a put or call option, the buyer of a cap or floor
pays a premium to the writer. In exchange for that premium, the buyer receives
the right to a payment equal to the differential if the specified index or rate
rises above (in the case of a cap) or falls below (in the case of a floor) a
pre-determined strike level. Like swaps, obligations under caps and floors are
calculated based upon an agreed notional amount, and, like most swaps (other
than foreign currency swaps), the entire notional amount is not exchanged. A
collar is a combination product in which one party buys a cap from and sells a
floor to another party. Swaptions give the holder the right to enter into a
swap. The Fund may use one or more of these derivative products in addition to
or in lieu of a swap involving a similar rate or index.



                                       17



Under current market practice, swaps, caps, collars and floors between the same
two parties are generally documented under a "master agreement." In some cases,
options and forwards between the parties may also be governed by the same
master agreement. In the event of a default, amounts owed under all
transactions entered into under, or covered by, the same master agreement would
be netted, and only a single payment would be made.

Generally, the Fund would calculate the obligations of the swap agreements'
counterparties on a "net basis." Consequently, the Fund's current obligation
(or rights) under a swap agreement will generally be equal only to the net
amount to be paid or received under the agreement based on the relative values
of the positions held by each counterparty to the swap agreement (the "net
amount"). The Fund's current obligation under a swap agreement will be accrued
daily (offset against any amounts owed to the Fund) and any accrued but unpaid
net amounts owed to a swap counterparty will be "covered" as required by the
1940 Act.

The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
using standardized swap agreements. As a result, the use of swaps has become
more prevalent in comparison with the markets for other similar instruments
that are also traded in over-the-counter markets.

Swaps and other derivatives involve risks. One significant risk in a swap, cap,
floor, collar or swaption is the volatility of the specific interest rate,
currency or other underlying that determines the amount of payments due to and
from the Fund. This is true whether these derivative products are used to
create additional risk exposure for the Fund or to hedge, or manage, existing
risk exposure. If under a swap, cap, floor, collar or swaption agreement the
Fund is obligated to make a payment to the counterparty, the Fund must be
prepared to make the payment when due. The Fund could suffer losses with
respect to such an agreement if the Fund is unable to terminate the agreement
or reduce its exposure through offsetting transactions. Further, the risks of
caps, floors and collars, like put and call options, may be unlimited for the
seller if the cap or floor is not hedged or covered, but is limited for the
buyer.

Because under swap, cap, floor, collar and swaption agreements a counterparty
may be obligated to make payments to the Fund, these derivative products are
subject to risks related to the counterparty's creditworthiness. If a
counterparty defaults, the Fund's risk of loss will consist of any payments
that the Fund is entitled to receive from the counterparty under the agreement
(this may not be true for currency swaps that require the delivery of the
entire notional amount of one designated currency in exchange for the other).
Upon default by a counterparty, however, the Fund may have contractual remedies
under the swap agreement.

The Fund will enter into swaps only with counterparties that an Adviser
believes to be creditworthy. In addition, the Fund will earmark on the books of
the Fund or segregate cash or liquid securities in an amount equal to any
liability amount owned under a swap, cap, floor, collar or swaption agreement,
or will otherwise "cover" its position as required by the 1940 Act.

U.S. GOVERNMENT SECURITIES--Examples of types of U.S. Government obligations in
which the Fund may invest include U.S. Treasury obligations and the obligations
of U.S. Government agencies or U.S. Government sponsored entities such as
Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the
FHA, the Farmers Home Administration, the Export-Import Bank of the United
States, the Small Business Administration, Fannie Mae, Ginnie Mae, the General
Services Administration, the Student Loan Marketing Association, the Central
Bank for Cooperatives, Freddie Mac, Federal Intermediate Credit Banks, the
Maritime Administration and other similar agencies. Whether backed by the full
faith and credit of the U.S. Treasury or not, U.S. Government securities are
not guaranteed against price movements due to fluctuating interest rates.

U.S. TREASURY OBLIGATIONS. U.S. Treasury obligations consist of bills, notes
and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
federal book-entry systems known as Separate Trading of Registered Interest and
Principal of Securities ("STRIPS") and Treasury Receipts ("TRs").

RECEIPTS. Receipts are interests in separately-traded interest and principal
component parts of U.S. Government obligations that are issued by banks or
brokerage firms and are created by depositing U.S. Government obligations into
a special account at a custodian bank. The custodian holds the interest and
principal payments for the benefit of the registered owners of the certificates
or receipts. The custodian arranges for the issuance of the certificates or



                                       18



receipts evidencing ownership and maintains the register. TRs and STRIPS are
interests in accounts sponsored by the U.S. Treasury. Receipts are sold as zero
coupon securities, which means that they are sold at a substantial discount and
redeemed at face value at their maturity date without interim cash payments of
interest or principal.

U.S. GOVERNMENT ZERO COUPON SECURITIES. STRIPS and receipts are sold as zero
coupon securities; that is, fixed income securities that have been stripped of
their unmatured interest coupons. Zero coupon securities are sold at a (usually
substantial) discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. The amount of this discount is
accreted over the life of the security, and the accretion constitutes the
income earned on the security for both accounting and tax purposes. Because of
these features, the market prices of zero coupon securities are generally more
volatile than the market prices of securities that have similar maturity but
that pay interest periodically. Zero coupon securities are likely to respond to
a greater degree to interest rate changes than are non-zero coupon securities
with similar maturity and credit qualities.

U.S. GOVERNMENT AGENCIES. Some obligations issued or guaranteed by agencies of
the U.S. Government are supported by the full faith and credit of the U.S.
Treasury (E.G., Treasury bills, notes and bonds, and securities guaranteed by
Ginnie Mae), others are supported by the right of the issuer to borrow from the
U.S. Treasury (E.G., obligations of Federal Home Loan Banks), while still
others are supported only by the credit of the instrumentality (E.G.,
obligations of Fannie Mae). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation so that, in the event of a default prior to
maturity, there might not be a market and thus no means of realizing on the
obligation prior to maturity. Guarantees as to the timely payment of principal
and interest neither extend to the value or yield of these securities nor to
the value of the Fund's shares.

ZERO COUPON SECURITIES--Zero coupon securities are securities that are sold at
a discount to par value and securities on which interest payments are not made
during the life of the security. Upon maturity, the holder is entitled to
receive the par value of the security. While interest payments are not made on
such securities, holders of such securities are deemed to have received
"phantom income" annually. Because the Fund will distribute its "phantom
income" to shareholders, to the extent that shareholders elect to receive
dividends in cash rather than reinvesting such dividends in additional shares,
the Fund will have fewer assets with which to purchase income producing
securities. Pay-in-kind securities pay interest in either cash or additional
securities, at the issuer's option, for a specified period. Pay-in-kind bonds,
like zero coupon bonds, are designed to give an issuer flexibility in managing
cash flow. Pay-in-kind bonds are expected to reflect the market value of the
underlying debt plus an amount representing accrued interest since the last
payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds,
but more volatile than cash pay securities. Pay-in-kind securities are
securities that have interest payable by delivery of additional securities.
Upon maturity, the holder is entitled to receive the aggregate par value of the
securities. Deferred payment securities are securities that remain zero coupon
securities until a predetermined date, at which time the stated coupon rate
becomes effective and interest becomes payable at regular intervals.

To avoid any leveraging concerns, the Fund will "cover" its position as
required by the 1940 Act. Zero coupon, pay-in-kind and deferred payment
securities may be subject to greater fluctuation in value and lesser liquidity
in the event of adverse market conditions than comparably rated securities
paying cash interest at regular interest payment periods. STRIPS and receipts
(TRs, TIGRs, LYONs and CATS) are sold as zero coupon securities, that is, fixed
income securities that have been stripped of their unmatured interest coupons.
Zero coupon securities are sold at a (usually substantial) discount and
redeemed at face value at their maturity date without interim cash payments of
interest or principal. The amount of this discount is accreted over the life of
the security, and the accretion constitutes the income earned on the security
for both accounting and tax purposes. Because of these features, the market
prices of zero coupon securities are generally more volatile than the market
prices of securities that have similar maturities but that pay interest
periodically. Zero coupon securities are likely to respond to a greater degree
to interest rate changes than are non-zero coupon securities with similar
maturities and credit qualities.

Corporate zero coupon securities are: (i) notes or debentures that do not pay
current interest and are issued at substantial discounts from par value; or
(ii) notes or debentures that pay no current interest until a stated date one
or more years into the future, after which date the issuer is obligated to pay
interest until maturity, usually at a higher rate than if interest were payable
from the date of issuance, and may also make interest payments in kind (E.G.,
with identical zero coupon securities). Such corporate zero coupon securities,
in addition to the risks identified above, are subject to the risk of the
issuer's failure to pay interest and repay principal in accordance with the
terms of the



                                       19



obligation. The Fund must accrete the discount or interest on high-yield bonds
structured as zero coupon securities as income even though it does not receive
a corresponding cash interest payment until the security's maturity or payment
date. For tax purposes, original issue discount that accretes in a taxable year
is treated as earned by the Fund and is therefore subject to the distribution
requirements applicable to the regulated investment companies under Subchapter
M of the Code. The Fund may have to dispose of its securities under
disadvantageous circumstances to generate cash or may have to leverage itself
by borrowing cash to satisfy distribution requirements. The Fund accrues income
with respect to the securities prior to the receipt of cash payments.

INVESTMENT LIMITATIONS

The following investment restrictions are fundamental policies of the Fund and
may be changed only with the approval of a "majority of the outstanding voting
securities" of the Fund as defined in the 1940 Act. As used in this SAI and in
the Prospectus, a "majority of the outstanding voting securities" of the Fund
or a particular class of shares means, with respect to the approval of an
investment advisory agreement, Rule 12b-1 Plan or a change in a fundamental
investment policy, the lesser of (1) 67% of the shares of the Fund or share
class, as applicable, represented at a meeting at which the holders of more
than 50% of the outstanding shares of the Fund or share class are present in
person or by proxy, or (2) more than 50% of the outstanding shares of the Fund
or share class, as applicable.

The Fund will not:

          1. Make loans, except that the Fund (i) may purchase or hold debt
          instruments in accordance with its investment objectives and policies,
          and may enter into repurchase agreements with respect to portfolio
          securities, and (ii) may lend portfolio securities against collateral
          consisting of cash or securities which are consistent with the Fund's
          permitted investments, where the value of the collateral is equal at
          all times to at least 100% of the value of the securities loaned;

          2. Borrow money or issue senior securities, except that the Fund may
          borrow from domestic banks for temporary purposes and may engage in
          reverse repurchase transactions to the extent permitted by the 1940
          Act; or mortgage, pledge, or hypothecate any assets except in
          connection with any such borrowing and in amounts not in excess of the
          dollar amounts borrowed, subject to any limitations imposed by the
          1940 Act. The Fund will not purchase securities while borrowings
          (including reverse repurchase agreements) in excess of 5% of its total
          assets are outstanding;

          3. Act as an underwriter within the meaning of the 1933 Act; except
          insofar as the Fund might be deemed to be an underwriter upon
          disposition of restricted portfolio securities; and except to the
          extent that the purchase of securities directly from the issuer
          thereof in accordance with the Fund's investment objectives, policies
          and limitations may be deemed to be underwriting;

          4. Purchase or sell real estate; except that the Fund may purchase
          securities that are secured by real estate and may purchase securities
          of issuers which deal in real estate or interests therein; however,
          the Fund will not purchase or sell interests in real estate limited
          partnerships;

          5. Purchase any securities which would cause 25% or more of the value
          of the Fund's total assets at the time of purchase to be invested in
          the securities of one or more issuers conducting their principal
          business activities in the same industry; provided, however, that
          there is no limitation with respect to obligations issued or
          guaranteed by the U.S. government, any state, territory or possession
          of the U.S. government, the District of Columbia or any of their
          authorities, agencies, or instrumentalities (including U.S.
          government-sponsored enterprises) or political subdivisions, including
          municipal bonds, provided such instruments are tax-exempt; or

          6. Purchase or sell commodities or commodity contracts, or invest in
          futures contracts or options related thereto.

The Fund has also adopted the following restrictions which may be changed by
the Board without shareholder approval:



                                       20



The Fund may not:

          1. Invest in companies for the purpose of exercising management or
             control;

          2. Purchase foreign securities;

          3. Invest in or sell put options, call options, straddles, spreads, or
          any combination thereof;

          4. Purchase securities on margin (except such short-term credits as
          may be necessary for the clearance of purchases), make short sales of
          securities, or maintain a short position; or

          5. Purchase securities of other investment companies except in
          connection with a merger, consolidation, reorganization, or
          acquisition of assets, or as is permitted by the 1940 Act.

If a percentage limitation is satisfied at the time of investment, a later
increase in such percentage resulting from a change in the value of the Fund's
portfolio securities generally will not constitute a violation of the
limitation. With respect to borrowings, if the Fund's asset coverage at any
time falls below that required by the 1940 Act, the Fund will reduce its
borrowings in the manner required by the 1940 Act to the extent necessary to
satisfy the asset coverage requirement.

The following descriptions of the 1940 Act may assist shareholders in
understanding the above policies and restrictions.

DIVERSIFICATION. Under the 1940 Act, a diversified investment management
company, as to 75% of its total assets, may not purchase securities of any
issuer (other than securities issued or guaranteed by the U.S. Government, its
agents or instrumentalities or securities of other investment companies) if, as
a result, more than 5% of its total assets would be invested in the securities
of such issuer, or more than 10% of the issuer's outstanding voting securities
would be held by the fund.

CONCENTRATION. The SEC has presently defined concentration as investing 25% or
more of an investment company's net assets in an industry or group of
industries, with certain exceptions. For the purpose of determining whether the
Fund's portfolio is concentrated in a particular industry, the Fund will look
through to the securities held by other investment companies (including ETFs)
in which the Fund invests.

BORROWING. The 1940 Act presently allows a fund to borrow from any bank
(including pledging, mortgaging or hypothecating assets) in an amount up to 33
1/3% of its total assets, including the amount borrowed (not including
temporary borrowings not in excess of 5% of its total assets).

SENIOR SECURITIES. Senior securities may include any obligation or instrument
issued by a fund evidencing indebtedness. The 1940 Act generally prohibits
funds from issuing senior securities, although it does not treat certain
transactions as senior securities, such as certain borrowings, short sales,
reverse repurchase agreements, firm commitment agreements and standby
commitments, with appropriate earmarking or segregation of assets to cover such
obligation. At the time the Fund enters into such a transaction, it will
earmark on the books of the Fund or place in a segregated account cash or
liquid securities having a value equal to the mark-to-market value of the
Fund's obligation, and will subsequently monitor the account to ensure that
such equivalent value is maintained.

LENDING. Under the 1940 Act, a fund may only make loans if expressly permitted
by its investment policies. The Fund's investment policies on lending are set
forth above.

UNDERWRITING. Under the 1940 Act, underwriting securities involves a fund
purchasing securities directly from an issuer for the purpose of selling
(distributing) them or participating in any such activity either directly or
indirectly. Under the 1940 Act, a diversified fund may not make any commitment
as underwriter, if immediately thereafter the amount of its outstanding
underwriting commitments, plus the value of its investments in securities of
issuers (other than investment companies) of which it owns more than 10% of the
outstanding voting securities, exceeds 25% of the value of its total assets.

REAL ESTATE AND COMMODITIES. The 1940 Act does not directly restrict a fund's
ability to invest in real estate or commodities, but does require that every
fund have a fundamental investment policy governing such investments.



                                       21



                      THE ADMINISTRATOR AND TRANSFER AGENT


THE ADMINISTRATOR. SEI Investments Global Funds Services (the "Administrator"),
a Delaware statutory trust, has its principal business offices at One Freedom
Valley Drive, Oaks, Pennsylvania 19456. The Trust and the Administrator have
entered into an administration agreement (the "Administration Agreement").

ADMINISTRATION AGREEMENT WITH THE TRUST. Under the Administration Agreement,
the Administrator provides the Trust with administrative services, including
fund accounting, financial regulatory reporting and necessary office space,
equipment, personnel and facilities. The Administration Agreement provides that
the Administrator shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters to
which the Administration Agreement relates, except a loss resulting from gross
negligence, fraud or criminal misconduct on the part of the Administrator in
the performance of its duties.

Pursuant to the Administration Agreement, the Administrator is entitled to fees
calculated based upon the aggregate average daily net assets of the Trust,
subject to a minimum annual fee.

THE TRANSFER AGENT. UMB Fund Services, Inc. (the "Transfer Agent") has its
principal business offices at 235 West Galena Street, Milwaukee, Wisconsin
53212. The Trust and the Transfer Agent have entered into a transfer agency
agreement (the "Transfer Agency Agreement"). Under the Transfer Agency
Agreement, the Transfer Agent is responsible for, among other things,
communications with shareholders and maintaining shareholder account records.
Under the Transfer Agency Agreement, the Fund pays the Transfer Agent an annual
base fee of $25,000 plus certain account fees.


                          THE ADVISER AND SUB-ADVISER


GENERAL. 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 limited liability company on July 25, 2011. The Adviser is also
registered with the SEC as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"). The Adviser was organized to
provide investment advice to the Fund. As of January 1, 2016 the Adviser had no
assets under management.

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 the Shareholders' Assessment
Areas and/or the ability for investments to provide CRA qualification.

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.


INVESTMENT ADVISORY AGREEMENT WITH THE TRUST. The Adviser provides investment
advisory services to the Fund pursuant to an investment advisory agreement with
the Trust (the "Advisory Agreement"). Under the terms of the Advisory
Agreement, the Adviser provides, or arranges for a third-party sub-adviser to
provide, a continuous investment program for the Fund, including investment
research and management with respect to all securities and



                                       22



investments and cash equivalents in the Fund. The Adviser (or the Sub-Adviser,
operating pursuant to delegated authority) determines what securities and other
investments will be purchased, retained or sold by the Fund and implements such
determinations through the placement of orders for the execution of portfolio
transactions with or through such brokers or dealers as the Adviser (or the
Sub-Adviser) may select.

ADVISORY FEES. For its advisory services, the Adviser receives a fee, which is
calculated daily and paid monthly at the following annual rate (shown as a
percentage of the average daily net assets of the Fund):


--------------------------------------------------------------------------------
The Community Development Fund                                             0.30%
--------------------------------------------------------------------------------

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, other expenditures which are capitalized in accordance with generally
accepted accounting principles, 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, 2017 (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 receive from the Fund the difference between the Total
Annual Fund Operating Expenses (not including excluded expenses) and the
expense cap to recover all or a portion of its prior fee reductions or expense
reimbursements made during the preceding three-year period during which this
agreement was in place. 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,
2017.


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.

The Advisory Agreement will continue in effect from year to year as long as
such continuance is approved at least annually (i) by the vote of a majority of
Trustees who are not parties to the Advisory Agreement or "interested persons"
(as defined in the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on such approval; and (ii) by the Board, or by
a vote of a "majority of the outstanding voting securities" of the Fund (as
defined in the 1940 Act). The Advisory Agreement will terminate automatically
in the event of its "assignment" (as defined in the 1940 Act).

CONFLICTS OF INTEREST. Investment decisions for the Fund may be made in
conjunction with decisions for other accounts and/or funds with the same
strategy. The Adviser recognizes that potential conflicts may arise with
respect to other investment accounts managed by the Adviser, which may include
privately offered funds, separately managed accounts of high net worth
customers and institutional investors, and other registered investment
companies. These conflicts include, but may not be limited to, differing fee
structures, differing investments selected for various vehicles, and
inequitable allocation and aggregation trading practices. Registered investment
companies, private funds and separate accounts are generally invested pro-rata
unless circumstances (e.g. a partially filled order) warrant a different
approach. The Adviser has comprehensive policies and procedures designed to
monitor and mitigate any perceived conflicts of interest.

THE SUB-ADVISER.


GENERAL. 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 is a wholly owned subsidiary
of Fortress Investment Group LLC ("Fortress"), a publicly traded company founded
in 1998. The Sub-Adviser selects, buys, and sells securities for the Fund under
the supervision of the Adviser and the Board. As of September 30, 2015, the
Sub-Adviser had approximately $33.446 billion in assets under management.

SUB-ADVISORY AGREEMENT WITH THE ADVISER. The Adviser and the Sub-Adviser are
parties to a sub-advisory agreement under which the Sub-Adviser provides
sub-advisory services to the Fund (the "Sub-Advisory




                                       23




Agreement"). Under the Sub-Advisory Agreement, the Sub-Adviser is entitled to
fee which is calculated daily and paid monthly by the Adviser at the following
annual rate (shown as a percentage of the average daily net assets of the
Fund):

--------------------------------------------------------------------------------
The Community Development Fund                                             0.15%
--------------------------------------------------------------------------------

After the initial two year term, the continuance of the Sub-Advisory Agreement
with respect to the Fund must be specifically approved at least annually (i) by
the vote of a majority of Trustees who are not parties to the Sub-Advisory
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval; and (ii) by the Board, or by a vote of a "majority of the outstanding
voting securities" of the Fund (as defined in the 1940 Act).  The Sub-Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty with respect to the Fund by the Board or
by a majority of the outstanding shares of the Fund, on 30 days' written notice
to the other party. In addition, the Sub-Advisory Agreement will terminate
automatically and immediately in the event of the termination of the Advisory
Agreement.


PORTFOLIO MANAGEMENT.

This section includes information about the Fund's portfolio manager, including
information about other accounts managed, the dollar range of Fund shares owned
and compensation.


COMPENSATION. Compensation for the portfolio manager is based on an incentive
program primarily comprised of four elements:


(i) FIXED BASE SALARY: This is generally the smallest portion of compensation
and is generally within a similar range for all investment professionals. The
base salary does not change significantly from year-to-year and hence, is not
particularly sensitive to performance.

(ii) DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AN ANNUAL CASH BONUS:
The Sub-Adviser's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, the Sub-Adviser considers the contribution to his/her team or
discipline, as well as his/her contribution to the overall firm. Quantitative
factors considered include, among other things, relative investment performance
(e.g., by comparison to competitor or peer groups or similar styles of
investments, and appropriate, broad-based or specific market indices) and
consistency of performance. There are no specific formulas used to determine
this part of an investment professional's compensation and the compensation is
not tied to any pre-determined or specified level of performance.

(iii) LONG-TERM INCENTIVE PLAN ("LTIP"): As a long-term incentive and
performance bonus, the Sub-Adviser and Fortress have structured a Long-Term
Incentive Plan ("LTIP"). The LTIP is distributed to the Sub-Adviser's key
investment and non-investment personnel as a means of incentive and retention.
Awards under the LTIP may be distributed in the form of a cash or Fortress
stock award that is subject to vesting and other conditions.


(iv) CONTRIBUTIONS UNDER THE FORTRESS 401(K) PLAN: The contributions are based
on the overall profitability of Fortress. The amount and allocation of the
contributions are determined at the sole discretion of Fortress.


FUND SHARES OWNED BY THE PORTFOLIO MANAGER. The Fund is required to show the
dollar amount range of the portfolio manager's "beneficial ownership" of shares
of the Fund as of the end of the most recently completed fiscal year. Dollar
amount ranges disclosed are established by the SEC. "Beneficial ownership" is
determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act
of 1934, as amended (the "1934 Act"). Because the Fund is new, as of the date of
this SAI, the portfolio manager did not beneficially own shares of the Fund.



                                       24




OTHER ACCOUNTS. In addition to the Fund, the portfolio manager is responsible
for the day-to-day management of certain other accounts, as listed below. None
of the accounts listed below are subject to a performance-based advisory fee.
The information below is provided as of December 31, 2015.





----------------------------------------------------------------------------------------------------
                         REGISTERED                OTHER POOLED
                    INVESTMENT COMPANIES        INVESTMENT VEHICLES            OTHER ACCOUNTS
                 -----------------------------------------------------------------------------------
                 NUMBER OF   TOTAL ASSETS    NUMBER OF   TOTAL ASSETS     NUMBER OF    TOTAL ASSETS
NAME             ACCOUNTS    (IN MILLIONS)   ACCOUNTS    (IN MILLIONS)    ACCOUNTS     (IN MILLIONS)
----------------------------------------------------------------------------------------------------
                                                                          
Alfio Leone         6          $2,541.9          4         $1,425.4          21          $1,571.3
----------------------------------------------------------------------------------------------------



CONFLICTS OF INTEREST. Real, potential or apparent conflicts of interest may
arise when the portfolio manager has day-to-day portfolio management
responsibilities with respect to more than one fund or account. The Sub-Adviser
has adopted procedures that it believes are reasonably designed to detect and
prevent violations of the federal securities laws and to mitigate the potential
for conflicts of interest to affect portfolio management decisions; however,
there can be no assurance that all conflicts will be identified or that all
procedures will be effective in mitigating the potential for such risks. The
Sub-Adviser and/or its affiliates manage certain accounts subject to
performance-based fees or may have proprietary investments in certain accounts.
The side-by-side management of the Fund and these other accounts may raise
potential conflicts of interest with both the aggregation and allocation of
securities transactions and allocation of investment opportunities because of
market factors or investment restrictions. The performance of the Fund's
investments could be adversely affected by the manner in which the Sub-Adviser
enters particular orders for all such accounts. Allocations of aggregated
trades, particularly trade orders that were only partially completed due to
limited supply and allocation of investment opportunities generally, could
raise a potential conflict of interest, as the Sub-Adviser may have an
incentive to allocate securities that are expected to increase in value to
favored accounts. A potential conflict of interest also may be perceived to
arise if transactions in one account closely follow related transactions in a
different account, such as when a purchase increases the value of securities
previously purchased by another account, or when a sale in one account lowers
the sale price received in a sale by a second account. The less liquid the
market for the security or the greater the percentage that the proposed
aggregate purchases or sales represent of average daily trading volume, the
greater the potential for accounts that make subsequent purchases or sales to
receive a less favorable price.

The Sub-Adviser has adopted a policy to allocate investment opportunities in a
fair and equitable manner among client accounts. Orders for the same security
on the same day are generally aggregated consistent with the Sub-Adviser's duty
of best execution; however, purchases of fixed income securities cannot always
be allocated pro rata across all client accounts with similar investment
strategies and objectives. The Sub-Adviser will attempt to mitigate any
potential unfairness using an objective methodology that in the good faith
judgment of the Sub-Adviser permits a fair and equitable allocation over time.

The Sub-Adviser manages the Fund and other client accounts in accordance with
their respective investment objectives and guidelines. As a result, the
Sub-Adviser may give advice, and take action with respect to any current or
future other client accounts that may be opposed to or conflict with the advice
the Sub-Adviser may give to the Fund, or may involve a different timing or
nature of action than with respect to the Fund. Where the portfolio manager is
responsible for accounts with differing investment objectives and policies, it
is possible that the portfolio manager will conclude that it is in the best
interest of one account to sell a portfolio security while another account
continues to hold or increases the holding in such security. The results of the
investment activities of the Fund may differ significantly from the results
achieved by the Sub-Adviser for other client accounts.


                      DISTRIBUTION AND CRA SERVICING PLANS

THE 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.




                                       25




Under a Distribution Agreement with the Trust dated January 25, 2016 (the
"Distribution Agreement"), the Distributor acts as the agent of the Trust in
connection with the continuous offering of shares of the Fund. The Distributor
continually distributes shares of the Fund on a best efforts basis. The
Distributor has no obligation to sell any specific quantity of Fund shares. The
Distributor and its officers have no role in determining the investment policies
or which securities are to be purchased or sold by the Trust.

The Distributor may enter into agreements with selected broker-dealers, banks
or other financial intermediaries for distribution of shares of the Fund. With
respect to certain financial intermediaries and related fund "supermarket"
platform arrangements, the Fund and/or the Adviser, rather than the
Distributor, typically enter into such agreements. These financial
intermediaries may charge a fee for their services and may receive shareholder
service or other fees from parties other than the Distributor. These financial
intermediaries may otherwise act as processing agents and are responsible for
promptly transmitting purchase, redemption and other requests to the Fund.

Investors who purchase shares through financial intermediaries will be subject
to the procedures of those intermediaries through which they purchase shares,
which may include charges, investment minimums, cutoff times and other
restrictions in addition to, or different from, those listed herein.
Information concerning any charges or services will be provided to customers by
the financial intermediary through which they purchase shares. Investors
purchasing shares of the Fund through financial intermediaries should acquaint
themselves with their financial intermediary's procedures and should read the
Prospectus in conjunction with any materials and information provided by their
financial intermediary. The financial intermediary, and not its customers, will
be the shareholder of record, although customers may have the right to vote
shares depending upon their arrangement with the financial intermediary.

The Distributor does not receive compensation from the Fund for its
distribution and shareholder services except the distribution/service fees with
respect to the shares of those classes for which a Rule 12b-1 distribution plan
is effective. The Adviser pays the Distributor a fee for certain
distribution-related services.

The Distribution Agreement has an initial term of up to one year and will
continue in effect only if such continuance is specifically approved at least
annually by the Board or by vote of a majority of the Fund's outstanding voting
securities in accordance with the 1940 Act. The Distribution Agreement is
terminable without penalty by the Trust on behalf of the Fund on no less than
60 days' written notice when authorized either by a vote of a majority of the
outstanding voting securities of the Fund or by vote of a majority of the
members of the Board who are not "interested persons" (as defined in the 1940
Act) of the Trust and have no direct or indirect financial interest in the
operation of the Distribution Agreement, or by the Distributor, and will
automatically terminate in the event of its "assignment" (as defined in the
1940 Act). The Distribution Agreement provides that the Distributor shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with the performance of the Distributor's
obligations and duties under the Distribution Agreement, except a loss
resulting from the Distributor's willful misfeasance, bad faith or gross
negligence in the performance of such duties and obligations, or by reason of
its reckless disregard thereof.

DISTRIBUTION PLAN. The Trust has adopted a Distribution Plan with respect to the
Fund's Class A Shares pursuant to Rule 12b-1 under the 1940 Act. The
Distribution Plan for Class A Shares authorizes the Fund to pay the Distributor
annual fees ("12b-1 fees") of up to 0.25% of the Fund's average daily net assets
attributable to its Class A Shares in consideration for distribution and
shareholder services and the assumption of related expenses. The Fund may pay
the Distributor the full fee provided for by the Distribution Plan even if the
Distributor's costs for providing its services are less than the full amount.
The Distributor does not retain any 12b-1 fees for profit. All 12b-1 fees are
held in a retention account by the Distributor to pay for and/or reimburse the
Adviser for distribution related expenditures.

The Distribution Plan for Class A Shares has been approved by the Board,
including a majority of the Trustees who are not interested persons of the
Trust (as defined in the 1940 Act) and who have no direct or indirect financial
interest in the operation of the Distribution Plan or in any agreement related
thereto (the "Disinterested Trustees"). In approving the Distribution Plan, the
Trustees considered various factors and determined that there is a reasonable
likelihood that the Distribution Plan will benefit the Fund and the holders of
its Class A Shares. The Distribution Plan may be terminated by a vote of a
majority of the Disinterested Trustees. The Trustees will review quarterly a



                                       26




written report, provided by the Distributor, of the amounts expended pursuant
to the Distribution Plan and the purposes for which such expenditures were
made. The Distribution Plan may be amended by a vote of the Trustees, provided
that any material amendments also require the vote of a majority of the
Disinterested Trustees. Any amendment to materially increase the costs that the
Fund's Class A Shares bear under the Distribution Plan requires approval by a
"majority of the outstanding voting securities," i.e. Class A Shares of the
Fund (as defined in the 1940 Act). For so long as the Distribution Plan is in
effect, selection and nomination of Disinterested Trustees will be committed to
the discretion of the Disinterested Trustees. Any agreement related to the
Distribution Plan may be terminated at any time without the payment of any
penalty by a vote of a majority of the Disinterested Trustees. The Distribution
Plan will continue in effect for successive one-year periods, provided that
each such continuance is specifically approved by a majority of the Board,
including a majority of the Disinterested Trustees.

CRA SERVICING PLAN. Pursuant to a CRA Servicing Plan (the "CRA Servicing
Plan"), the Class A Shares of the Fund are authorized to pay the Adviser a fee
in connection with the ongoing servicing of shareholder accounts owning such
Shares at the annual rate of up to 0.20% of the value of the average daily net
assets attributable to each of the Class A Shares of the Fund, which is
calculated daily and payable monthly.

The service fees payable under the CRA Servicing Plan are intended to
compensate the Adviser for the provision of shareholder services and may be
used to provide compensation to the Adviser for ongoing service and/or
maintenance of shareholder accounts with respect to Class A Shares of the Fund.
Shareholder services under the CRA Servicing Plan may include: (i) maintaining
books and records that document that the Fund generally holds CRA-qualifying
investments with a primary purpose of community development; (ii) maintaining
books and records that explicitly earmark for CRA-qualifying purposes specific
securities to specific shareholders; (iii) responding to shareholder inquiries
relating to the services performed by the Adviser; (iv) responding to inquiries
from shareholders concerning their investment in Shares; (v) providing
information periodically to shareholders showing their CRA-qualified investment
allocation; and (vi) providing such other similar services as the Fund may
reasonably request to the extent the Adviser is permitted to do so under
applicable statutes, rules and regulations.


                       TRUSTEES AND OFFICERS OF THE TRUST

BOARD RESPONSIBILITIES. The management and affairs of the Trust and its series,
including the Fund, are overseen by the Trustees. The Board has approved
contracts, as described above, under which certain companies provide essential
management services to the Trust.

Like most mutual funds, the day-to-day business of the Trust, including the
management of risk, is performed by third party service providers, such as the
Adviser, the Sub-Adviser, the Distributor and the Administrator. The Trustees
are responsible for overseeing the Trust's service providers and therefore have
oversight responsibility with respect to risk management performed by those
service providers. Risk management seeks to identify and address risks, I.E.,
events or circumstances that could have adverse material effects on the
business, operations, shareholder services, investment performance or
reputation of the Fund. The Fund and its service providers employ a variety of
processes, procedures and controls to identify risks, to lessen the probability
of their occurrence and/or to mitigate the effects of such risks if they do
occur. Each service provider is responsible for one or more discrete aspects of
the Trust's business (E.G., the Adviser is responsible for the investment
performance of the Fund and, along with the Board, is responsible for the
oversight of the Sub-Adviser, which, in turn, is responsible for the day-to-day
management of the Fund's portfolio investments) and, consequently, for managing
the risks associated with that business. The Board has emphasized to the Fund's
service providers the importance of maintaining vigorous risk management.

The Trustees' role in risk oversight begins before the inception of the Fund,
at which time the Adviser presents to the Board information concerning the
investment objectives, strategies and risks of the Fund as well as proposed
investment limitations for the Fund. Additionally, the Sub-Adviser and the
Adviser provides the Board with an overview of, among other things, its
investment philosophy, brokerage practices and compliance infrastructure.
Thereafter, the Board continues its oversight function as various personnel,
including the Trust's Chief Compliance Officer, as well as personnel of the
Adviser and other service providers, such as the Fund's independent
accountants, make periodic reports to the Audit Committee or to the Board with
respect to various aspects of risk management. The Board and the Audit
Committee oversee efforts by management and service providers to manage risks
to which the Fund may be exposed.



                                       27



The Board is responsible for overseeing the nature, extent and quality of the
services provided to the Fund by the Adviser and Sub-Adviser and receives
information about those services at its regular meetings. In addition, in
connection with its consideration of whether to annually renew the Advisory
Agreement between the Trust, on behalf of the Fund, and the Adviser and the
Sub-Advisory Agreement between the Adviser and the Sub-Adviser with respect to
the Fund, the Board annually meets with the Adviser and, at least every other
year, the Sub-Adviser, to review such services. Among other things, the Board
regularly considers the Sub-Adviser's adherence to the Fund's investment
restrictions and compliance with various Fund policies and procedures and with
applicable securities regulations.

The Trust's Chief Compliance Officer reports regularly to the Board to review
and discuss compliance issues and Fund, Adviser and Sub-Adviser risk
assessments. At least annually, the Trust's Chief Compliance Officer provides
the Board with a report reviewing the adequacy and effectiveness of the Trust's
policies and procedures and those of its service providers, including the
Adviser and Sub-Adviser. The report addresses the operation of the policies and
procedures of the Trust and each service provider since the date of the last
report, any material changes to the policies and procedures since the date of
the last report, any recommendations for material changes to the policies and
procedures and any material compliance matters since the date of the last
report.

The Board receives reports from the Fund's service providers regarding
operational risks and risks related to the valuation and liquidity of portfolio
securities. The Trust's Valuation Committee provides regular reports to the
Board concerning investments for which market prices are not readily available
or may be unreliable. The independent registered public accounting firm reviews
with the Audit Committee its audit of the Fund's financial statements annually,
focusing on major areas of risk encountered by the Fund and noting any
significant deficiencies or material weaknesses in the Fund's internal
controls. Additionally, in connection with its oversight function, the Board
oversees Fund management's implementation of disclosure controls and
procedures, which are designed to ensure that information required to be
disclosed by the Trust in its periodic reports with the SEC are recorded,
processed, summarized and reported within the required time periods. The Board
also oversees the Trust's internal controls over financial reporting, which
comprise policies and procedures designed to provide reasonable assurance
regarding the reliability of the Trust's financial reporting and the
preparation of the Trust's financial statements.

From their respective reviews of these reports and discussions with the
Adviser, the Sub-Adviser, the Chief Compliance Officer, the independent
registered public accounting firm and other service providers, the Board and
the Audit Committee learn about the material risks of the Fund, thereby
facilitating a dialogue about how management and service providers identify and
mitigate those risks.

The Board recognizes that not all risks that may affect the Fund can be
identified and/or quantified, that it may not be practical or cost-effective to
eliminate or mitigate certain risks, that it may be necessary to bear certain
risks (such as investment-related risks) to achieve the Fund's goals and that
the processes, procedures and controls employed to address certain risks may be
limited in their effectiveness. Reports received by the Trustees as to risk
management matters are typically summaries of the relevant information. Most of
the Fund's investment management and business affairs are carried out by or
through the Adviser, the Sub-Adviser and the Fund's other service providers,
each of which has an independent interest in risk management and each of which
has policies and methods by which one or more risk management functions are
carried out. These risk management policies and methods may differ in the
setting of priorities, the resources available or the effectiveness of relevant
controls. As a result of the foregoing and other factors, the Board's ability
to monitor and manage risk, as a practical matter, is subject to limitations.


MEMBERS OF THE BOARD. There are three members of the Board, two of whom are not
interested persons of the Trust, as that term is defined in the 1940 Act
("independent Trustees"). Kenneth H. Thomas, Ph.D. serves as Chairman of the
Board. Ronald Lindhart serves as the lead independent Trustee. The Trust has
determined its leadership structure is appropriate given the specific
characteristics and circumstances of the Trust. The Trust made this
determination in consideration of, among other things, the fact that the
independent Trustees constitute a super-majority (67%) of the Board, the amount
of assets under management in the Trust and the number of funds (and classes of
shares) overseen by the Board. The Board also believes that its leadership
structure facilitates the orderly and efficient flow of information to the
independent Trustees from Fund management.

The Board has three standing committees: the Audit Committee, the Governance
Committee and the Valuation Committee. The Audit Committee is chaired by an
independent Trustee and composed of all of the independent




                                       28




Trustees. The Governance Committee and the Valuation Committee each is composed
of all of the Trustees. The Board may establish other committees, or nominate
one or more Trustees to examine particular issues related to the Board's
oversight responsibilities, from time to time. Each Committee meets
periodically to perform its delegated oversight functions and reports its
findings and recommendations to the Board. The Fund Complex consists of the
Trust. The Trust currently has one portfolio -- the Fund.


In his role as lead independent Trustee, Ronald Lindhart, among other things:
(i) presides over board meetings in the absence of the Chairman of the Board;
(ii) presides over executive sessions of the independent Trustees; (iii) along
with the Chairman of the Board, oversees the development of agendas for Board
meetings; (iv) facilitates dealings and communications between the independent
Trustees and management and among the independent Trustees; and (v) has such
other responsibilities as the Board or independent Trustees determine from time
to time.


Set forth below are the names, years of birth, and the principal occupations
and other directorships held during at least the last five years of each of the
persons currently serving as a Trustee. Each Trustee was elected in 2015. There
is no stated term of office for the Trustees; however, a Trustee must retire
from the Board by the end of the calendar year in which the Trustee turns 80
provided that, although there shall be a presumption that each Trustee
attaining such age shall retire, the Board may, if it deems doing so to be
consistent with the best interest of the Trust, and with the consent of any
Trustee that is eligible for retirement, by unanimous vote, extend the term of
such Trustee for successive periods of one year.


INTERESTED TRUSTEES.


Kenneth H. Thomas, Ph.D. (Born: 1947), is one of the nation's leading experts
and authors on the CRA. Dr. Thomas has advised federal bank regulators on CRA
and related public policy issues, including training federal bank CRA examiners
and has consulted with numerous banks and thrifts on all aspects of CRA. He
also has testified before Congress and federal bank regulators several times on
the CRA and related bank regulatory and public policy issues and has written
numerous articles and two books on CRA. Dr. Thomas was a member of the Finance
Department faculty at The Wharton School of the University of Pennsylvania for
42 years where he taught Banking and Monetary Economics. Dr. Thomas is also a
member of the board of directors and chairman of the nominating/corporate
governance committee of NorthEast Community Bank, NorthEast Community Bancorp,
Inc., and NorthEast Community Bancorp, MHC. The business address of Dr. Thomas
is 6255 Chapman Field Drive, Miami, Florida 33156.


INDEPENDENT TRUSTEES.


Antonio L. Argiz, CPA (Born: 1952), is Chairman of the Board and CEO of
Morrison, Brown, Argiz & Farra, LLC ("MBAF"), one of the nation's Top 40
certified public accounting firms. The firm was named one of the 2014 Top Five
"Best of the Best" firms in the country by INSIDE PUBLIC ACCOUNTING, the
accounting profession's authoritative independent publication.  Mr. Argiz'
formal professional designations include Certified in Financial Forensics
("CFF"), Certified Fraud Examiner ("CFE"), Chartered Global Management
Accountant ("CGMA"), Certified Valuation Analyst ("CVA"), Accredited Senior
Appraiser ("ASA"), and Accredited in Business Valuations ("ABV"). He is very
active in community affairs with numerous civic awards and affiliations
including Immediate Past Chairman of the Greater Miami Chamber Commerce, Past
Chair of United Way of Miami-Dade, and Past President and Chair of the Orange
Bowl Committee. Mr. Argiz is also a member of the board of directors of a
nationally chartered bank headquartered in Miami. The business address of Mr.
Argiz is 1450 Brickell Avenue, 18th Floor, Miami, Florida 33131.

Ronald "Ron" Lindhart (Born: 1956) was a career bank regulator with 37 years'
experience with the Office of the Comptroller of the Currency ("OCC"), the
Administrator of National Banks, of the U.S. Department of the Treasury. While
at the OCC, he served in various executive capacities including Deputy
Comptroller of the Currency for Compliance Management, Director of the
Enterprise Governance Division, Director of the Quality Management Division,
and Director for International Banking and Finance in Washington, D.C. He was
also an Assistant Deputy Comptroller of the Currency, responsible for
supervising community national banks headquartered in South Florida, while at
the OCC. Since 2012, Mr. Lindhart has been the Chief Executive of Banking
Strategies International, LLC, a strategic advisory consulting firm, and
publishes the National Bank Examiner financial services issues blog at
www. nationalbankexaminer.com. Mr. Lindhart is also a member of the board of
directors and chairman of the Audit





                                       29




Committee of a nationally chartered bank headquartered in Miami. The business
address of Mr. Lindhart is 1520 Plantation Oaks Lane, Amelia Island, Florida
32034.


The Board has determined that the Trust's leadership structure is appropriate
because it allows the Board to effectively perform its oversight
responsibilities.

STANDING BOARD COMMITTEES


The Board has established three committees: Audit, Valuation and Governance.

     o    AUDIT COMMITTEE. The Board has a standing Audit Committee that is
          composed of each of the independent Trustees. The Audit Committee
          operates under a written charter approved by the Board. The principal
          responsibilities of the Audit Committee include: (i) recommending
          which firm to engage as the Trust's independent auditor and whether to
          terminate this relationship; (ii) reviewing the independent auditor's
          compensation, the proposed scope and terms of its engagement and the
          firm's independence; (iii) pre- approving audit and non-audit services
          provided by the Trust's independent auditor to the Trust and certain
          other affiliated entities; (iv) serving as a channel of communication
          between the independent auditor and the Trustees; (v) reviewing the
          results of each external audit, including any qualifications in the
          independent auditor's opinion, any related management letter,
          management's responses to recommendations made by the independent
          auditor in connection with the audit, reports submitted to the Audit
          Committee by the Administrator that are material to the Trust as a
          whole, if any, and management's responses to any such reports; (vi)
          reviewing the Trust's audited financial statements and considering any
          significant disputes between the Trust's management and the
          independent auditor that arose in connection with the preparation of
          those financial statements; (vii) considering, in consultation with
          the independent auditor and the Trust's senior internal accounting
          executive, if any, the independent auditor's report on the adequacy of
          the Trust's internal financial controls; (viii) reviewing, in
          consultation with the Trust's independent auditor, major changes
          regarding auditing and accounting principles and practices to be
          followed when preparing the Trust's financial statements; and (ix)
          other audit-related matters. In addition, the Audit Committee is
          responsible for the oversight of the Trust's compliance program.

     o    VALUATION COMMITTEE. The Board has a standing Valuation Committee
          (also referred to as the Fair Value Committee) that is composed of at
          least one Trustee and various representatives of the Trust's service
          providers, as appointed by the Board. The Valuation Committee operates
          under procedures approved by the Board. The principal responsibility
          of the Valuation Committee is to determine the fair value of
          securities for which current market quotations are not readily
          available. The Valuation Committee's determinations are reviewed by
          the Board. The Valuation Committee currently is composed of the full
          Board.

     o    GOVERNANCE COMMITTEE. The Board has a standing Governance Committee
          that is composed of each of the independent Trustees. The Governance
          Committee operates under a written charter approved by the Board. The
          principal responsibilities of the Governance Committee include: (i)
          considering and reviewing Board governance and compensation issues;
          (ii) conducting a self assessment of the Board's operations; (iii)
          selecting and nominating all persons to serve as independent Trustees
          and evaluating the qualifications of "interested" (as defined under
          the 1940 Act) Trustee candidates; and (iv) reviewing shareholder
          recommendations for nominations to fill vacancies on the Board if such
          recommendations are submitted in writing and addressed to the
          Governance Committee at the applicable Trust's offices. The Governance
          Committee currently is composed of the full Board.

FUND SHARES OWNED BY BOARD MEMBERS. As of January 27, 2016, the Fund had not
commenced operations, and therefore no Trustee owns shares of the Fund. The
Trust is not part of any "family of investment companies" as such term is
defined in Form N-1A.

BOARD COMPENSATION. The Trust pays no compensation to any of its officers or to
the Trustees listed below who are interested Trustees. The independent Trustees
are each paid $500 per Board meeting for their services to the Trust, and the
Trustees are reimbursed by the Trust for their travel expenses related to Board
meetings. The Trustees do not receive any pension or retirement benefits from
the Trust. The following table sets forth information covering the



                                       30




anticipated total compensation payable by the Trust during its fiscal year
ended December 31, 2016 to the persons who serve as Trustees:




                                                                                   
------------------------------------------------------------------------------------------------------------
                                               PENSION OR
                                              RETIREMENT           ESTIMATED            TOTAL COMPENSATION
                                            BENEFITS ACCRUED         ANNUAL             FROM THE TRUST AND
                         AGGREGATE             AS PART OF         BENEFITS UPON           FUND COMPLEX
NAME                   COMPENSATION         FUND EXPENSES          RETIREMENT                  (000)
-------------------------------------------------------------------------------------------------------------
INTERESTED
------------------------------------------------------------------------------------------------------------
Kenneth H. Thomas,
  Ph.D.                    $0                     $0                   $0                       $0
------------------------------------------------------------------------------------------------------------
INDEPENDENT
------------------------------------------------------------------------------------------------------------
Antonio L. Argiz        $2,000                    $0                   $0                     $2,000
------------------------------------------------------------------------------------------------------------
Ronald Lindhart         $2,000                    $0                   $0                     $2,000
------------------------------------------------------------------------------------------------------------



TRUSTEE EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND/OR SKILLS

The information above includes each Trustee's principal occupations during the
last five years. Each Trustee possesses extensive additional experience, skills
and attributes relevant to his qualifications to serve as a Trustee. The
cumulative background of each Trustee led to the conclusion that each Trustee
should serve as a Trustee.


TRUST OFFICERS

Set forth below are the names, years of birth, position with the Trust and the
principal occupations for the last five years of each of the persons currently
serving as executive officers of the Trust. There is no stated term of office
for officers of the Trust. The Chief Compliance Officer and Anti-Money
Laundering Officer and the Treasurer and Chief Financial Officer each receive
compensation from the Trust for their services.



                                                                                  
-------------------------------------------------------------------------------------------------------------------
NAME AND           POSITION WITH TRUST        PRINCIPAL OCCUPATIONS IN PAST 5        BUSINESS ADDRESS
YEAR OF BIRTH                                 YEARS
-------------------------------------------------------------------------------------------------------------------
Kenneth H.         President, Chief           Bank Consultant (August 1975 --        6255 Chapman Field Drive
Thomas, Ph.D.      Executive Officer and      present).                              Miami, Florida 33156
                   Secretary
(Born: 1947)       (since 2016)
-------------------------------------------------------------------------------------------------------------------
James Nash         Chief Compliance           Foreside Fund Services, LLC,           Three Canal Plaza
(Born: 1981)       Officer and Anti-          Fund Chief Compliance Officer          Portland, Maine 04101
                   Money Laundering           (January 2016 -- present);
                   Officer                    JPMorgan Chase & Co., Senior
                   (since 2016)               Associate, Regulatory
                                              Administration Advisor (June
                                              2014 -- January 2016); and
                                              Linedata Services, Product
                                              Analyst (July 2011 -- June 2014).
-------------------------------------------------------------------------------------------------------------------
Eric               Treasurer and Chief        Director of Fund Accounting, SEI       One Freedom Valley Drive
Kleinschmidt       Financial Officer          Investments (2004-present).            Oaks, Pennsylvania 19456
(Born: 1968)       (since 2016)
-------------------------------------------------------------------------------------------------------------------



The officers of the Trust have been elected by the Board. Each officer shall
hold office until the election and qualification of his or her successor or
until earlier resignation or removal.

                      PROXY VOTING POLICIES AND PROCEDURES


The Board has delegated the responsibility for voting proxies relating to the
Fund's portfolio securities to the Adviser. The Adviser's Proxy Voting Policies
and Procedures (the "Policies") require that the Adviser or its further delegee
vote proxies received in a manner consistent with the best interests of the
Trust




                                       31




and its shareholders. The Adviser (or its delegee) maintains records with
respect to proxy voting as is required by applicable law. Proxies will be voted
in accordance with the Adviser's proxy policies and procedures.

The Adviser (or its delegee) may be subject to conflicts of interest in the
voting of proxies due to business or personal relationships it maintains with
persons having an interest in the outcome of certain votes. If the Adviser
determines that there is any possibility that the vote may involve a material
conflict of interest, the Adviser shall consult with the President of the
Adviser who may then, among other things, (i) hire an independent third party
(or request a disinterested trustee of the Trust when voting securities held by
the Trust) to make the voting recommendation to the Adviser or (ii) suggest that
the client engage another party to determine how the proxies should be voted. In
all such cases, the Adviser will take steps designed to ensure that the decision
to vote the proxies was based on the client's best interest and was not a
product of the conflict.


The Policies include voting guidelines for matters relating to, among other
things, the election of directors, approval of independent auditors, executive
compensation, corporate structure and anti-takeover defenses.


After the Fund commences operations, its complete proxy voting record will be
available without charge, upon request, by calling the Fund toll-free at
1-844-445-4405 and on the SEC's website at www.sec.gov.


                       PURCHASE AND REDEMPTION OF SHARES


Shares of the Fund may be purchased in exchange for securities included in the
Fund subject to the Adviser's or the Sub-Adviser's determination that the
securities are acceptable. Securities accepted in an exchange will be valued at
the market value. All accrued interest and subscription of other rights that
are reflected in the market price of accepted securities at the time of
valuation become the property of the Trust and must be delivered by the
shareholder to the Trust upon receipt from the issuer. A shareholder may
recognize a gain or loss for federal income tax purposes in making the
exchange.

The Adviser and the Sub-Adviser will not accept securities for the Fund unless:
(i) such securities are appropriate for the Fund at the time of the exchange;
(ii) such securities are acquired for investment and not for resale; (iii) the
shareholder represents and agrees that all securities offered to the Trust for
the Fund are not subject to any restrictions upon their sale by the Fund under
the 1933 Act or otherwise; (iv) such securities are traded on the American
Stock Exchange, the NYSE or on NASDAQ in an unrelated transaction with a quoted
sales price on the same day the exchange valuation is made or, if not listed on
such exchanges or on NASDAQ, have prices available from an independent pricing
service approved by the Board; and (v) the securities may be acquired under the
investment restrictions applicable to the Fund.

It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in kind of readily marketable securities
held by the Fund in lieu of cash. Shareholders may incur brokerage charges on
the sale of any such securities so received in payment of redemptions. However,
a shareholder will at all times be entitled to aggregate cash redemptions from
all funds of the Trust during any 90-day period of up to the lesser of $250,000
or 1% of the Trust's net assets.


A gain or loss for federal income tax purposes may be realized by a taxable
shareholder upon an in-kind redemption depending upon the shareholder's basis
in the shares of the Trust redeemed.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period during which
trading on the NYSE is restricted, during the existence of an emergency (as
determined by the SEC by rule or regulation) as a result of which disposal or
evaluation of the Fund's securities is not reasonably practicable or for such
other periods as the SEC may by order permit. The Trust also reserves the right
to suspend sales of shares of the Fund for any period during which the NYSE,
the Adviser, the Administrator, the Distributor, the Sub-Adviser and/or the
custodian are not open for business. Currently, the following holidays are
observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.



                                       32



USE OF THIRD-PARTY INDEPENDENT PRICING AGENTS. The Fund's Pricing and Valuation
Procedures provide that any change in a primary pricing agent or a pricing
methodology requires prior approval by the Board. However, when the change
would not materially affect valuation of the Fund's net assets or involve a
material departure in pricing methodology from that of the Fund's existing
pricing agent or pricing methodology, Board approval may be obtained at the
next regularly scheduled Board meeting.

                        DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Fund is calculated separately for each
class of shares by dividing the total value of the Fund's assets attributable
to a particular class after subtracting liabilities charged to that class by
the number of outstanding shares of that class. The liabilities that are
charged to the Fund are borne by each share of the Fund, except for payments
under the Distribution Plan and CRA Servicing Plan, which is applicable only to
Class A Shares. For purposes of valuing the Fund's portfolio securities,
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 market values obtained from yield data relating to instruments
or securities with similar characteristics. Securities and other assets for
which market quotations are not readily available are valued at fair value as
determined in good faith by the Adviser, subject to the review and supervision
of the Board. Short-term obligations having a remaining maturity of 60 days or
less may be valued at amortized cost or original cost plus accrued interest,
which the Board believes represents fair market value. Discounts and premiums
on debt securities are amortized to income over their prospective lives, using
the interest method.

                                     TAXES


The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussions here and in the
Prospectus are not intended as a substitute for careful tax planning. The
discussion relates solely to investors that are taxable financial institutions.
Potential investors should consult their tax advisers with specific reference
to their own tax situations.

The discussions of the federal tax consequences in the Prospectus and this SAI
are based on the Code and regulations issued under it, and on court decisions
and administrative interpretations, as in effect on the date of this SAI.
Future legislative or administrative changes or court decisions may
significantly change the statements included herein, and any such changes or
decisions may be retroactive.

Qualification as a Regulated Investment Company ("RIC"). The Fund intends to
qualify and elects to be treated as a RIC. By following such a policy, the Fund
expects to eliminate or reduce to a nominal amount the federal taxes to which
it may be subject. If the Fund qualifies as a RIC, it will generally not be
subject to federal income taxes on the net investment income and net realized
capital gains that it timely distributes to its shareholders. The Board
reserves the right not to maintain the qualification of the Fund as a RIC if it
determines such course of action to be beneficial to shareholders.

In order to qualify as a RIC under the Code, the Fund must distribute annually
to its shareholders at least 90% of its net investment income (which, includes
dividends, taxable interest, and the excess of net short-term capital gains
over net long-term capital losses, less operating expenses) and at least 90% of
its net tax exempt interest income, for each tax year, if any (the
"Distribution Requirement") and also must meet certain additional requirements.
Among these requirements are the following: (i) at least 90% of the Fund's
gross income each taxable year must be derived from dividends, interest,
payments with respect to certain securities loans, and gains from the sale or
other disposition of stock, securities, or foreign currencies, or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities, or
currencies, and net income derived from an interest in a qualified publicly
traded partnership (the "Qualifying Income Test"); and (ii) at the close of
each quarter of the Fund's taxable year: (A) at least 50% of the value of its
total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs and other securities, with such other
securities limited, in respect to any one issuer, to an amount not greater than
5% of the value of the Fund's total assets and that does not represent more
than 10% of the outstanding voting securities of such issuer, including the
equity securities of a qualified publicly traded partnership, and (B) not more
than 25% of




                                       33




the value of its total assets is invested in the securities (other than U.S.
government securities or securities of other RICs) of any one issuer or the
securities (other than the securities of another RIC) of two or more issuers
that the Fund controls and which are engaged in the same or similar trades or
businesses or related trades or businesses, or the securities of one or more
qualified publicly traded partnerships (the "Asset Test").

Although the Fund intends to distribute substantially all of its net investment
income and may distribute its capital gains for any taxable year, the Fund will
be subject to federal income taxation to the extent any such income or gains
are not distributed.

If the Fund fails to satisfy the Qualifying Income or Asset Tests in any
taxable year, the Fund may be eligible for relief provisions if the failures
are due to reasonable cause and not willful neglect and if a penalty tax is
paid with respect to each failure to satisfy the applicable requirements.
Additionally, relief is provided for certain DE MINIMIS failures of the
diversification requirements where the Fund corrects the failure within a
specified period. If the Fund fails to maintain qualification as a RIC for a
tax year, and the relief provisions are not available, the Fund will be subject
to federal income tax at regular corporate rates without any deduction for
distributions to shareholders. In such case, its shareholders would be taxed as
if they received ordinary dividends, although corporate shareholders could be
eligible for the dividends received deduction (subject to certain limitations)
and individuals may be able to benefit from the lower tax rates available to
qualified dividend income. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest, and make substantial
distributions before requalifying as a RIC. The Board reserves the right not to
maintain the qualification of the Fund as a RIC if it determines such course of
action to be beneficial to shareholders.

The Fund may elect to treat part or all of any "qualified late year loss" as if
it had been incurred in the succeeding taxable year in determining the Fund's
taxable income, net capital gain, net short-term capital gain, and earnings and
profits. The effect of this election is to treat any such "qualified late year
loss" as if it had been incurred in the succeeding taxable year in
characterizing Fund distributions for any calendar year.  A "qualified late
year loss" generally includes net capital loss, net long-term capital loss, or
net short-term capital loss incurred after October 31 of the current taxable
year (commonly referred to as "post-October losses") and certain other
late-year losses.

The treatment of capital loss carryovers for the Fund is similar to the rules
that apply to capital loss carryovers of individuals, which provide that such
losses are carried over indefinitely. If the Fund has a "net capital loss"
(that is, capital losses in excess of capital gains), the excess of the Fund's
net short-term capital losses over its net long-term capital gains is treated
as a short-term capital loss arising on the first day of the Fund's next
taxable year, and the excess (if any) of the Fund's net long-term capital
losses over its net short-term capital gains is treated as a long-term capital
loss arising on the first day of the Fund's next taxable year. The carryover of
capital losses may be limited under the general loss limitation rules if the
Fund experiences an ownership change as defined in the Code.

FEDERAL EXCISE TAX. Notwithstanding the Distribution Requirement described
above, which generally requires the Fund to distribute at least 90% of its
annual investment company taxable income and the excess of its exempt interest
income (but does not require any minimum distribution of net capital gain), the
Fund will be subject to a nondeductible 4% federal excise tax to the extent it
fails to distribute, by the end of the calendar year at least 98% of its
ordinary income and 98.2% of its capital gain net income (the excess of short-
and long-term capital gains over short- and long-term capital losses) for the
one-year period ending on October 31 of such year (including any retained
amount from the prior calendar year on which the Fund paid no federal income
tax). The Fund intends to make sufficient distributions to avoid liability for
federal excise tax, but can make no assurances that such tax will be completely
eliminated.  The Fund may in certain circumstances be required to liquidate
Fund investments in order to make sufficient distributions to avoid federal
excise tax liability at a time when the Adviser or Sub-Adviser might not
otherwise have chosen to do so, and liquidation of investments in such
circumstances may affect the ability of the Fund to satisfy the requirement for
qualification as a RIC.

DISTRIBUTIONS TO SHAREHOLDERS. The Fund receives income generally in the form
of interest on investments. This income, plus net short-term capital gains, if
any, less expenses incurred in the operation of the Fund, constitutes the
Fund's net investment income from which dividends may be paid to you. Any
distributions by the Fund from such income will be taxable to you as ordinary
income. Distributions by the Fund of its net short-term capital gains will also
be taxable as ordinary income.




                                       34




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.

If the Fund's distributions exceed its taxable income and capital gains
realized during a taxable year, all or a portion of the distributions made in
the same taxable year may be recharacterized as a return of capital to
shareholders. A return of capital distribution will generally not be taxable,
but will reduce each shareholder's cost basis in the Fund and result in a
higher reported capital gain or lower reported capital loss when those shares
on which the distribution was received are sold.

A dividend or distribution received shortly after the purchase of shares
reduces the net asset value of the shares by the amount of the dividend or
distribution and, although in effect a return of capital, will be taxable to
the shareholder. If the net asset value of shares were reduced below the
shareholder's cost by dividends or distributions representing gains realized on
sales of securities, such dividends or distributions would be a return of
investment though taxable to the shareholder in the same manner as other
dividends or distributions.

Dividends declared to shareholders of record in October, November or December
and actually paid in January of the following year will be treated as having
been received by shareholders on December 31 of the calendar year in which
declared. Under this rule, therefore, a shareholder may be taxed in one year on
dividends or distributions actually received in January of the following year.


SALES, EXCHANGES OR REDEMPTIONS. 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.

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. 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.

TAX TREATMENT OF COMPLEX SECURITIES. The Fund may invest in complex securities
and these investments may be subject to numerous special and complex tax rules.
These rules could affect the Fund's ability to qualify as a RIC, affect whether
gains and losses recognized by the Fund are treated as ordinary income or
capital gain, accelerate the recognition of income to the Fund and/or defer the
Fund's ability to recognize losses, and, in limited cases, subject the Fund to
U.S. federal income tax on income from certain of its foreign securities. In
turn, these rules may affect the amount, timing or character of the income
distributed to you by the Fund.

With respect to investments in STRIPS, TRs, and other zero coupon securities
which are sold at original issue discount and thus do not make periodic cash
interest payments, the Fund will be required to include as part of its current
income the imputed interest on such obligations even though the Fund has not
received any interest payments on such obligations during that period. Because
the Fund intends to distribute all of its net investment income to its
shareholders, the Fund may have to sell Fund securities to distribute such
imputed income which may occur at a time when the Adviser or the Sub-Adviser
would not have chosen to sell such securities and which may result in taxable
gain or loss.




                                       35




Any market discount recognized on a bond is taxable as ordinary income. A
market discount bond is a bond acquired in the secondary market at a price
below redemption value or adjusted issue price if issued with original issue
discount. Absent an election by the Fund to include the market discount in
income as it accrues, gain on the Fund's disposition of such an obligation will
be treated as ordinary income rather than capital gain to the extent of the
accrued market discount.

TAX SHELTER REPORTING REGULATIONS. Under U.S. Treasury regulations, generally,
if a shareholder recognizes a loss of $2 million or more for an individual
shareholder or $10 million or more for a corporate shareholder, the shareholder
must file with the IRS a disclosure statement on Form 8886. Direct shareholders
of portfolio securities are in many cases excepted from this reporting
requirement, but under current guidance, shareholders of a RIC such as the Fund
are not excepted. Future guidance may extend the current exception from this
reporting requirement to shareholders of most or all RICs. The fact that a loss
is reportable under these regulations does not affect the legal determination
of whether the taxpayer's treatment of the loss is proper. Shareholders should
consult their tax advisors to determine the applicability of these regulations
in light of their individual circumstances.

STATE AND LOCAL TAXES. Although the Fund expects to qualify as a RIC and to be
relieved of all or substantially all federal income taxes, depending upon the
extent of its activities in states and localities in which its offices are
maintained, in which its agents or independent contractors are located or in
which it is otherwise deemed to be conducting business, the Fund may be subject
to the tax laws of such states or localities. Depending upon state and local
law, distributions by the Fund to its shareholders and the ownership of such
shares may be subject to state and local taxes. Rules of state and local
taxation of dividend and capital gains distributions from RICs often differ
from the rules for federal income taxation described above.

Many states grant tax-free status to dividends paid to you from interest earned
on direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by the Fund. Investment in Ginnie Mae
or Fannie Mae securities, banker's acceptances, commercial paper, and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for such tax-free treatment.  The rules on exclusion of this
income are different for corporate shareholders. Shareholders are urged to
consult their tax advisors regarding state and local taxes applicable to an
investment in the Fund.


                          FUND PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any broker or dealer or group of
brokers or dealers in the execution of transactions in portfolio securities.
Subject to policies established by the Trustees, the Advisers are responsible
for placing orders to execute Fund transactions. In placing orders, it is the
Trust's policy to seek to obtain the best net results, taking into account such
factors as price (including the applicable dealer spread), size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities and the firm's risk in positioning the securities
involved. While the Advisers generally seek reasonably competitive spreads or
brokerage commissions, the Trust will not necessarily pay the lowest spread or
commission available. The Trust will not purchase fund securities from any
affiliated person acting as principal except in conformity with the regulations
of the SEC.

The money market securities in which the Fund invests are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, the
Advisers will deal directly with the broker-dealers who make a market in the
securities involved except in those circumstances where better prices and
execution are available elsewhere. Such broker-dealers usually act as principal
for their own account. On occasion, securities may be purchased directly from
the issuer. Money market securities are generally traded on a net basis and do
not normally involve brokerage commissions, dealer spreads or underwriting
discounts, transfer taxes or other direct transaction expenses.

The Trust does not expect to use one particular broker or dealer, and when one
or more brokers is believed capable of providing the best combination of price
and execution, the Advisers may select a broker based upon brokerage or
research services provided to the Advisers. The Advisers may pay a higher
commission than otherwise obtainable from other brokers in return for such
services only if a good faith determination is made that the commission is
reasonable in relation to the services provided.



                                       36




Section 28(e) of the Exchange Act ("Section 28(e)") permits the Advisers, under
certain circumstances, to cause the Fund to pay a broker or dealer a commission
for effecting a transaction in excess of the amount of commission another
broker or dealer would have charged for effecting the transaction in
recognition of the value of brokerage and research services provided by the
broker or dealer. Brokerage and research services include: (i) furnishing
advice as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; (ii) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts; and (iii) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement and custody). In the case of research services, the
Advisers believe that access to independent investment research is beneficial
to their investment decision-making processes and, therefore, to the Fund. In
addition to agency transactions, an Adviser may receive brokerage and research
services in connection with certain riskless principal transactions, as defined
by the Rules of FINRA, and in accordance with applicable SEC guidance.


To the extent research services may be a factor in selecting brokers, such
services may be in written form or through direct contact with individuals and
may include information as to particular companies and securities as well as
market, economic or institutional areas and information that assists in the
valuation and pricing of investments. Examples of research-oriented services
for which an adviser might utilize Fund commissions include research reports
and other information on the economy, industries, sectors, groups of
securities, individual companies, statistical information, political
developments, technical market action, pricing and appraisal services, credit
analysis, risk measurement analysis, performance and other analysis.

An Adviser may use research services furnished by brokers in servicing all
client accounts and not all services may necessarily be used in connection with
the account that paid commissions to the broker providing such services.
Information so received by the Advisers will be in addition to and not in lieu
of the services required to be performed by the Advisers under the Investment
Advisory Agreements. Any advisory, sub-advisory or other fees paid to the
Advisers are not reduced as a result of the receipt of research services.

In some cases, the Advisers receive a service from a broker that has both a
"research" and a "non-research" use. When this occurs, an Adviser makes a good
faith allocation, under all the circumstances, between the research and
non-research uses of the service. The percentage of the service that is used
for research purposes may be paid for with client commissions, while an Adviser
will use its own funds to pay for the percentage of the service that is used
for non-research purposes. In making this good faith allocation, an Adviser
faces a potential conflict of interest, but each Adviser believes that its
allocation procedures are reasonably designed to ensure that it appropriately
allocates the anticipated use of such services to their research and
non-research uses.

From time to time, an Adviser may purchase new issues of securities for
clients, including the Fund, in a fixed price offering. In these situations,
the seller may be a member of the selling group that will, in addition to
selling securities, provide the Adviser with research services. FINRA has
adopted rules expressly permitting these types of arrangements under certain
circumstances. Generally, the seller will provide research "credits" in these
situations at a rate that is higher than that which is available for typical
secondary market transactions. These arrangements may not fall within the safe
harbor of Section 28(e).

The Advisers, in the exercise of joint investment discretion over the assets of
the Fund, may execute a substantial portion of the Fund's portfolio
transactions through a commission recapture program that the Adviser has
arranged with the Distributor (the "CR Program"). The Adviser then requests,
but does not require, that the Sub-Adviser execute a portion of the Fund's
portfolio transactions through the CR Program. Under the CR Program, the
Distributor receives a commission, in its capacity as an introducing broker, on
Fund portfolio transactions. The Distributor then returns to the Fund a portion
of the commissions earned on the portfolio transactions, and such payments are
used by the Fund to pay Fund operating expenses. The Sub-Adviser is authorized
to execute trades pursuant to the CR Program, provided that the Sub-Adviser
determines that such trading is consistent with its duty to seek best execution
on Fund portfolio transactions. The portion of commissions returned to the Fund
under the CR Program will directly decrease the overall amount of operating
expenses of the Fund borne by shareholders.

The Adviser also from time to time executes trades with the Distributor, again
acting as introducing broker, in connection with the transition of the
securities and other assets included in the Fund's portfolio when there is a
change in the sub-adviser(s) in the Fund. An unaffiliated third-party broker
selected by the Adviser or the Sub-



                                       37



Adviser provides execution and clearing services with respect to such trades
and is compensated for such services out of the commission paid to the
Distributor on the trades. All such transactions effected using the Distributor
as introducing broker must be accomplished in a manner that is consistent with
the Trust's policy to achieve best net results and must comply with the Trust's
procedures regarding the execution of Fund transactions through affiliated
brokers. The Fund does not direct brokerage to brokers in recognition of, or as
compensation for, the promotion or sale of Fund shares.

                  DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION


The Trust has adopted policies and procedures describing the circumstances
under which the Fund, the Adviser the Sub-Adviser, the Administrator, and the
Transfer Agent (collectively, the "Service Providers"), may disclose
information about the Fund's portfolio holdings. Notwithstanding such policies
and procedures, any disclosures of the Fund's portfolio holdings must be
consistent with the antifraud provisions of the federal securities laws and the
fiduciary obligations of the Fund and the Service Providers.


Neither the Fund nor any Service Provider will disclose the Fund's portfolio
holdings information to any person other than in accordance with these policies
and procedures. The principal Service Provider responsible for dissemination of
information about the Fund's portfolio holdings is the Adviser.

Generally, the Fund and its Service Providers may disclose portfolio holdings
information to any entity or party after the information has become public. A
Service Provider may provide portfolio holdings information to third parties if
such information has been included in the Fund's public filings with the SEC,
such as Form N-CSR or Form N-Q.


Service Providers may also disclose portfolio holdings prior to the portfolio
holdings information being filed with the SEC or posted on the Fund's webpage
under certain limited circumstances. Portfolio holdings information may be
provided to third party service providers of auditing, legal, custody, proxy
voting and other services for the Fund, including rating and ranking
organizations and executing broker/dealers. These third party service providers
include (i) UMB Bank, N.A., the Fund's custodian, (ii) Tait, Weller & Baker
LLP, the Fund's independent registered public accounting firm, (iii) Morgan,
Lewis & Bockius LLP, counsel to the Trust and (iv) PrinterLink, the Fund's
printer. These third party recipients are required to keep all portfolio
holdings information confidential and are prohibited from trading on the
information they receive. Such third parties will receive portfolio holdings
information only if the third party has executed a confidentiality agreement
with the Fund or otherwise owes a duty of trust or confidence to the Fund or
the Adviser, such as the Trust's legal counsel. In addition, portfolio holdings
information may be provided to shareholders in connection with consideration
relating to the CRA. Other than disclosure that is required under federal or
state laws and regulations, shareholders are required to keep all portfolio
holdings information confidential and are prohibited from trading on the
information they receive. In the event that the Fund or a Service Provider
discloses the Fund's portfolio holdings to a selected third party for a
legitimate business purpose that does not meet the foregoing criteria, such
third party shall be required to execute a confidentiality agreement and shall
not trade on such information. Neither the Fund, a Service Provider nor any of
its affiliated persons (as that term is defined in the 1940 Act) shall receive
compensation in any form, whether in cash or otherwise, in connection with the
disclosure of information about the Fund's portfolio holdings.

With respect to the disclosure of portfolio holdings information, the Adviser
is authorized to prepare and post to the Fund's website its portfolio holdings.
Portfolio holdings are disclosed to third party service providers of auditing,
custody, proxy voting and other services to the Fund, or disclosed to a rating
or ranking organization. With respect to any other disclosure of the Fund's
portfolio holdings not referenced in the foregoing paragraphs, no disclosure
may be made prior to such information becoming publicly disclosed unless: (i)
the Fund has legitimate business purposes for doing so; (ii) the recipient has
entered into a confidentiality agreement, which includes a duty not to trade on
the nonpublic information; and (iii) the Trust's Chairman authorizes such
disclosure after consultation with Fund counsel. The Trust's President will
then notify the Board of the disclosure at the next regularly scheduled meeting
of the Board.


In determining the existence of a legitimate business purpose, the following
factors, and any additional relevant factors, shall be considered: (i) that any
prior disclosure is consistent with the anti-fraud provisions of the federal
securities laws; and (ii) avoidance of any conflicts of interest between the
interests of the Fund's shareholders and



                                       38



the Service Providers, the Fund's principal underwriter or any affiliated
person (as that term is defined in the 1940 Act) of such entities.

The Adviser will notify the Board if disclosures are made concerning the Fund's
portfolio holdings in contravention of these policies and procedures.

                             DESCRIPTION OF SHARES


The Fund is authorized to offer shares of the Fund in Class A Shares. Minimum
investment requirements and investor eligibility are described in the
Prospectus. The Trust reserves the right to create and issue additional classes
of shares. Should the Trust create and issue additional classes of shares, the
different classes may provide for variations in certain expenses and minimum
initial investment requirements. At this time, shareholders may purchase only
Class A Shares of the Fund. The Fund's shares, when issued, are fully paid and
non-assessable.


                       LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
or her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or administrators, shall not be liable
for any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the
Trust unless it is determined in the manner provided in the Declaration of
Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

                                CODES OF ETHICS


The Board has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940
Act. In addition, the Adviser, the Sub-Adviser and the Distributor have adopted
Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the
personal investing activities of Trustees, officers and certain employees
("access persons"). Rule 17j-1 and the Codes of Ethics are reasonably designed
to prevent unlawful practices in connection with the purchase or sale of
securities by access persons. Under each Code of Ethics, access persons are
permitted to engage in personal securities transactions, but are required to
report their personal securities transactions for monitoring purposes. In
addition, certain access persons may be required to obtain approval before
investing in initial public offerings or private placements or are prohibited
from making such investments. Copies of these Codes of Ethics are on file with
the SEC and are available to the public.


                                     VOTING


The management and affairs of the Fund are supervised by the Board. The Board
has approved contracts under which, as described in this SAI, certain companies
provide essential management services to the Trust. Under the Declaration of
Trust, the shares of beneficial interest in the Trust shall be divided into
such transferable shares of one or more separate and distinct series or classes
of a series as the Board shall from time to time create and establish. The
Board may, from time to time and without vote of the shareholders, issue shares
of each series and class to a party or parties and for such amount and type of
consideration and on such terms, subject to applicable law, as the Board may
deem appropriate. The Board may issue fractional shares.

Shareholders have no preemptive or other similar rights to subscribe to any
additional shares of the Fund or other securities issued by the Trust or the
Trustees.


The Trustees shall have full power and authority, in their sole discretion, and
without obtaining any prior authorization or vote of the shareholders of the
Fund or any class of shares, to establish and designate and to change in any
manner any initial or additional series or classes and to fix such preferences,
voting powers, rights and privileges of such series or classes as the Trustees
may from time to time determine, to divide or combine the shares of any series
or classes into a greater or lesser number, to classify or reclassify any
issued shares or any series or



                                       39



classes into one or more series or classes of shares, and to take such other
action with respect to the shares as the Trustees may deem desirable.

All shares of each class of the Fund shall represent an equal proportionate
interest in the assets belonging to the Fund, subject to the liabilities
belonging to the Fund (including any general liabilities of the Trust allocated
to the Fund by the Board), and, in the case of each class, to the liabilities
belonging to that class, and each share of any class of the Fund shall be equal
to each other share of that class.

The liabilities, expenses, costs, charges and reserves charged to the Fund as a
whole shall be allocated to each class of the Fund in the proportion that the
assets belonging to such class bear to the assets belonging to all classes in
the Fund. To the extent permitted by rule or order of the SEC, the Trustees may
allocate all or a portion of any liabilities belonging to the Fund to a
particular class or classes as the Trustees may from time to time determine is
appropriate. In addition, all liabilities, expenses, costs, charges and
reserves belonging to a class shall be allocated to such class.

Shareholders have the power to vote only: (a) for the election of one or more
Trustees in order to comply with the provisions of the 1940 Act; (b) with
respect to any contract required by the 1940 Act to be approved by
shareholders; (c) with respect to termination of the Trust or any series or
class to the extent required by applicable law; (d) with respect to any plan
adopted pursuant to Rule 12b-1 under the 1940 Act, and related matters, to the
extent required by the 1940 Act; and (e) with respect to such additional
matters relating to the Trust or any series or class of the Trust as may be
required by the 1940 Act, the Declaration of Trust, the Trust's By-Laws or as
the Trustees may consider necessary or desirable. Each whole share is entitled
to one vote and each fractional share is entitled to a proportionate fractional
vote. There is no cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy. The Declaration of Trust permits the termination
of the Trust or any series or class of the Trust by the Trustees without
shareholder approval. The shareholders' right to vote may be modified only by a
majority vote of the shareholders.

              CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES


As of January 27, 2016, the Fund had not commenced operations, and therefore
there were no record owners of the Fund. Persons who own of record or
beneficially more than 25% of the Fund's outstanding shares may be deemed to
control the Fund within the meaning of the 1940 Act. Shareholders controlling
the Fund could have the ability to vote a majority of the shares of the Fund on
any matter requiring the approval of shareholders of the Fund.


                                   CUSTODIAN


UMB Bank, N.A., located at 1010 Grand Avenue, Kansas City, Missouri 64106, acts
as custodian for the Fund (the "Custodian"). As such, the Custodian holds all
securities and cash of the Fund, delivers and receives payment for securities
sold, receives and pays for securities purchased, collects income from
investments and performs other duties, all as directed by officers of the Fund.
The Custodian does not exercise any supervisory function over the management of
the Fund, the purchase and sale of securities or the payment of distributions
to shareholders.


                 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Tait, Weller & Baker LLP, with offices at 1818 Market Street, Suite 2400,
Philadelphia, Pennsylvania 19103, serves as the Fund's independent registered
public accounting firm and provides audit and tax services to the Fund.


                                 LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, located at 1701 Market Street, Philadelphia,
Pennsylvania 19103, is counsel to the Trust and will pass upon certain legal
matters on its behalf.



                                       40





                              FINANCIAL STATEMENTS

            Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders
The Community Development Fund:

We have audited the accompanying statement of assets and liabilities of The
Community Development Fund (the Fund) as of January 26, 2016 and the related
statement of operations for the period of January 26, 2016. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of the Fund as of January 26,
2016, and the results of its operations for the period of January 26, 2016 in
conformity with accounting principles generally accepted in the United States
of America.

                                        /s/ Tait, Weller & Baker LLP

Philadelphia, Pennsylvania
January 26, 2016





                         The Community Development Fund

                      Statement of Assets and Liabilities

                                January 26, 2016


ASSETS
Cash and cash equivalents                                              $ 100,000
Deferred offering costs                                                       --
Due from investment adviser                                                   --
                                                                       ---------
  Total Assets                                                         $      --
                                                                       =========
LIABILITIES

Offering costs payable                                                 $      --
Organization costs payable                                                    --
                                                                       ---------
  Total Liabilities                                                    $      --
                                                                       =========
  NET ASSETS                                                           $ 100,000
                                                                       =========
COMPONENTS OF NET ASSETS:

Paid in Capital                                                        $ 100,000
                                                                       ---------
Net Assets                                                             $ 100,000
                                                                       =========
Shares Issued and Outstanding                                             10,000
                                                                       ---------
Net Asset Value Per Share                                              $   10.00
                                                                       =========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




                         The Community Development Fund

                            Statement of Operations

                           Period of January 26, 2016


Income:                                                                $      --
                                                                       ---------
  Total Income                                                         $      --
                                                                       ---------
Expenses:
Organization costs                                                     $      --
                                                                       ---------
  Total Expenses                                                       $      --
                                                                       ---------
Reimbursement of expenses by Adviser                                   $      --
                                                                       ---------
Net Expenses                                                           $      --
                                                                       ---------
Net Investment Income                                                  $      --
                                                                       ---------

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                         The Community Development Fund

                         Notes to Financial Statements

                           Period of January 26, 2016

1. ORGANIZATION

The Community Development Fund, a Delaware statutory trust established on
August 12, 2011, is an open-end registered management investment company
comprised of one fund: The Community Development Fund (the "Fund"). 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) manages the Fund. The
Adviser will engage a sub-adviser (the "Sub-Adviser") to manage the Fund's
assets under the direction of the Adviser. The Trust has had no operations to
date other than matters relating to its organization and registration as an
open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). To date, the only capital contribution to
the Trust resulted in the issuance to the Adviser of 10,000 shares of
beneficial interest ("Shares") of the Fund at an aggregate purchase price of
$100,000 on January 26, 2016 . The Adviser owns 100% of the outstanding Shares
of the Fund.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies, which are consistently followed
in the preparation of the financial statements of the Trust, are in conformity
with accounting principles generally accepted in the United States of America
("GAAP") for investment companies.

USE OF ESTIMATES AND INDEMNIFICATIONS

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in these financial statements. Actual results could differ from
those estimates.

In the normal course of business, the Trust enters into contracts with
third-party service providers that contain a variety of representations which
provide general indemnifications. The Trust's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred.

ORGANIZATION AND OFFERING COSTS

Organization costs are expensed as incurred. Offering costs are amortized for a
period of twelve months upon inception of the Fund. The Adviser will reimburse
the Fund for any organization costs incurred by the Fund. The receivable due
from the Adviser on the Statement of Assets and Liabilities reflects the
organization costs which will be reimbursed upon the commencement of operations
of the Fund.

INCOME TAXES

The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code. If so qualified, the Fund will not
be subject to federal income tax to the extent it distributes all of its
investment company taxable income and net capital gains to its shareholders.




                         The Community Development Fund

                   Notes to Financial Statements (continued)

                                January 26, 2016

3. AGREEMENTS

INVESTMENT ADVISORY AGREEMENT

For the services it provides to the Fund, the Adviser receives a fee, which is
calculated daily and paid monthly at the following rate: 0.30% of the average
daily net assets of the Fund.

DISTRIBUTION AGREEMENT

Foreside Fund Services, LLC (the "Distributor"), serve as the Fund's
distributor pursuant to a distribution agreement.

ADMINISTRATOR

SEI Investments Global Funds Services (the "Administrator") serves as the
Fund's administrator pursuant to an administration agreement.

4. SUBSEQUENT EVENTS

The Trust has evaluated the need for disclosures and/or adjustments resulting
from subsequent events. Based on this evaluation, no adjustments were required
to the financial statements as of January 26, 2016.



                           PART C:  OTHER INFORMATION


ITEM 28.  EXHIBITS

(a)(1) Certificate of Trust, dated August 12, 2011, of The Community Development
       Fund (the "Registrant") is herein incorporated by reference to Exhibit
       (a)(1) of the Registrant's Registration Statement on Form N-1A (File No.
       333-206012), filed with the U.S. Securities Exchange Commission (the
       "SEC")via EDGAR Accession No. 0001135428-15-000484 on July 31, 2015.

(a)(2) Registrant's Agreement and Declaration of Trust, dated July 30, 2015, is
       herein incorporated by reference to Exhibit (a)(2) of the Registrant's
       Registration Statement on Form N-1A (File No. 333-206012), filed with the
       SEC via EDGAR Accession No. 0001135428-15-000484 on July 31, 2015.

(b)    Registrant's By-Laws are herein incorporated by reference to Exhibit (b)
       of the Registrant's Registration Statement on Form N-1A (File No.
       333-206012), filed with the SEC via EDGAR Accession No.
       0001135428-15-000484 on July 31, 2015.

(c)    See Article III and Article V of the Registrant's Agreement and
       Declaration of Trust, which is herein incorporated by reference to
       Exhibit (a)(2) of the Registrant's Registration Statement on Form N-1A
       (File No. 333-206012), filed with the SEC via EDGAR Accession No.
       0001135428-15-000484 on July 31, 2015.

(d)(1) Investment Advisory Agreement between the Registrant and Community
       Development Fund Advisors, LLC, dated January 22, 2016, is filed
       herewith.

(d)(2) Investment Sub-Advisory Agreement between Community Development Fund
       Advisors, LLC and Logan Circle Partners L.P., dated January 20, 2016, is
       filed herewith.

(d)(3) Expense Limitation Agreement between the Registrant and Community
       Development Fund Advisors, LLC, dated January 22, 2016, is filed
       herewith.

(e)(1) Distribution Agreement between the Registrant and Foreside Fund Services,
       LLC, dated January 25, 2016, is filed herewith.

(e)(2) Distribution Services Agreement between Community Development Fund
       Advisors, LLC and Foreside Fund Services, LLC, dated January 25, 2016, is
       filed herewith.

(f)    Not Applicable.

(g)    Custody Agreement between the Registrant and UMB Bank, N.A., dated
       January 22, 2016, is filed herewith.

(h)(1) Administration Agreement between the Registrant and SEI Investments
       Global Funds Services, dated January 15, 2016, is filed herewith.



(h)(2) Transfer Agency Agreement between the Registrant and UMB Fund Services,
       Inc., dated January 25, 2016, is filed herewith.

(h)(3) Registrant's CRA Servicing Plan is filed herewith.

(h)(4) Fund CCO and AMLCO Agreement between the Registrant and Foreside Fund
       Services, LLC, dated January 25, 2016, is filed herewith.

(i)    Opinion and Consent of Morgan, Lewis & Bockius LLP is filed herewith.

(j)    Consent of Tait, Weller & Baker LLP is filed herewith.

(k)    Not applicable.

(l)    Not applicable.

(m)    Registrant's Distribution Plan is filed herewith.

(n)    Not applicable.

(o)    Not applicable.

(p)(1) Code of Ethics for the Registrant, dated January 7, 2016, is filed
       herewith.

(p)(2) Code of Ethics for Community Development Fund Advisors, LLC, dated
       January 1, 2016, is filed herewith.

(p)(3) Code of Ethics for Logan Circle Partners L.P., dated May 2015, is filed
       herewith.

(p)(4) Code of Ethics for Foreside Fund Services, LLC, dated October 16, 2015,
       is filed herewith.

(q)(1) Power of Attorney, dated December 8, 2015, for Ronald Lindhart is filed
       herewith.

(q)(2) Power of Attorney, dated December 8, 2015, for Antonio L. Argiz is filed
       herewith.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND:

Not applicable.

ITEM 30. INDEMNIFICATION:

Please see Article VII of the Registrant's Agreement and Declaration of Trust,
which is herein incorporated by reference to Exhibit (a)(2) of the Registrant's
Registration Statement on Form N-1A (File No. 333-206012), filed with the SEC
via EDGAR Accession No. 0001135428-15-000484 on July 31, 2015, and Section 8 of
the Registrant's By-Laws, which are herein incorporated by reference to Exhibit
(b) of the Registrant's Registration Statement on Form N-1A (File No.
333-206012), filed with the SEC via EDGAR Accession No. 0001135428-15-000484 on
July 31, 2015.



Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to trustees, directors,
officers and controlling persons of the Registrant by the Registrant pursuant to
the Agreement and Declaration of Trust or otherwise, the Registrant is aware
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933 Act and,
therefore, is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by trustees, directors, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suite or
proceeding) is asserted by such trustees, directors, officers or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issues.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER:

The following lists any other business, profession, vocation or employment of a
substantial nature in which each investment adviser (including sub-advisers),
and each director, officer or partner of that investment adviser (or
sub-adviser), is or has been engaged within the last two fiscal years for his or
her own account or in the capacity of director, officer, employee, partner, or
trustee. Unless noted below, none of the investment advisers (or sub-advisers)
and/or directors, officers or partners of each investment adviser (or
sub-adviser) is or has been engaged within the last two fiscal years in any
other business, profession, vocation or employment of a substantial nature for
his or her own account or in the capacity of director, officer, employee,
partner or trustee.

COMMUNITY DEVELOPMENT FUND ADVISORS, LLC

Community Development Fund Advisors, LLC serves as investment adviser for The
Community Development Fund. The principal business address of Community
Development Fund Advisors, LLC is 6255 Chapman Field Drive, Miami, Florida
33156. Community Development Fund Advisors, LLC is a registered investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"). The information listed below is for the fiscal years ended December 31,
2014 and 2015.

--------------------------------------------------------------------------------
NAME AND POSITION           NAME AND PRINCIPAL BUSINESS          CONNECTION WITH
WITH INVESTMENT ADVISER     ADDRESS OF OTHER COMPANY             OTHER COMPANY
--------------------------------------------------------------------------------
Kenneth H. Thomas           NorthEast Community Bank             Director
President, CEO              ----------------------------------------------------
                            NorthEast Community Bancorp, Inc.    Director
                            ----------------------------------------------------
                            NorthEast Community Bancorp, MHC     Director
--------------------------------------------------------------------------------

LOGAN  CIRCLE  PARTNERS  L.P.

Logan Circle Partners L.P. serves as investment sub-adviser for The Community
Development Fund. The principal address of Logan Circle Partners L.P. is Three
Logan Square, 1717 Arch Street, Suite 1500, Philadelphia, Pennsylvania 19103.
Logan Circle Partners L.P. is an investment adviser registered under the
Advisers Act. During the fiscal years ended December 31, 2014 and 2015, no
director, officer or partner of Logan Circle Partners L.P. engaged in any other
business, profession, vocation or employment of a substantial nature for his or
her own account or in the capacity of director, officer, employee, partner or
trustee.




ITEM 32. PRINCIPAL UNDERWRITERS

(a)  Foreside Fund Services, LLC (the "Distributor") serves as principal
     underwriter for the following investment companies registered under the
     Investment Company Act of 1940, as amended:

1.   ABS Long/Short Strategies Fund
2.   Absolute Shares Trust
3.   AdvisorShares Trust
4.   American Beacon Funds
5.   American Beacon Select Funds
6.   Archstone Alternative Solutions Fund
7.   Ark ETF Trust
8.   Avenue Mutual Funds Trust
9.   BP Capital TwinLine Energy Fund, Series of Professionally Managed
     Portfolios
10.  BP Capital TwinLine MLP Fund, Series of Professionally Managed
     Portfolios
11.  Braddock Multi-Strategy Income Fund, Series of Investment Managers
     Series Trust
12.  Bridgeway Funds, Inc.
13.  Calamos ETF Trust
14.  Capital Innovations Global Agri, Timber, Infrastructure Fund, Series of
     Investment Managers Series Trust
15.  Center Coast MLP Focus Fund, Series of Investment Managers Series Trust
16.  Context Capital Funds
17.  CornerCap Group of Funds
18.  Corsair Opportunity Fund
19.  Direxion Shares ETF Trust
20.  Evanston Alternative Opportunities Fund
21.  Exchange Listed Funds Trust
22.  FEG Absolute Access Fund I LLC
23.  FlexShares Trust
24.  Forum Funds
25.  Forum Funds II
26.  FQF Trust
27.  FSI Low Beta Absolute Return Fund
28.  Gottex Trust
29.  Henderson Global Funds
30.  Horizon Spin-off and Corporate Restructuring Fund, Series of Investment
     Managers Series Trust (f/k/a Liberty Street Horizon Fund)
31.  Horizons ETF Trust
32.  Infinity Core Alternative Fund
33.  Ironwood Institutional Multi-Strategy Fund LLC
34.  Ironwood Multi-Strategy Fund LLC
35.  John Hancock Exchange-Traded Fund Trust
36.  Little Harbor Multistrategy Composite Fund
37.  Lyons Funds
38.  Manor Investment Funds
39.  Miller/Howard Funds Trust
40.  Montage Managers Trust
41.  Palmer Square Opportunistic Income Fund
42.  PENN Capital Funds Trust
43.  Performance Trust Mutual Funds, Series of Trust for Professional Managers
44.  Pine Grove Alternative Fund
45.  Pine Grove Alternative Institutional Fund
46.  Plan Investment Fund, Inc.



47.  PMC Funds, Series of Trust for Professional Managers
48.  Precidian ETFs Trust
49.  Quaker Investment Trust
50.  Ramius Archview Credit and Distressed Feeder Fund
51.  Ramius Archview Credit and Distressed Fund
52.  Recon Capital Series Trust
53.  Renaissance Capital Greenwich Funds
54.  Robinson Opportunistic Income Fund, Series of Investment Managers Series
     Trust
55.  Robinson Tax Advantaged Income Fund, Series of Investment Managers Series
     Trust
56.  Salient MF Trust
57.  SharesPost 100 Fund
58.  Sound Shore Fund, Inc.
59.  Steben Alternative Investment Funds
60.  Steben Select Multi-Strategy Fund
61.  The 504 Fund
62.  The Roxbury Funds
63.  TIFF Investment Program
64.  Toroso Newfound Tactical Allocation Fund, Series of Investment Managers
     Series Trust
65.  TrimTabs ETF Trust
66.  Turner Funds
67.  U.S. Global Investors Funds
68.  West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a
     Chilton Realty Income & Growth Fund)
69.  Wintergreen Fund, Inc.
70.  WisdomTree Trust

(b)  The following are the Officers and Manager of the Distributor, the
     Registrant's underwriter. The Distributor's main business address is Three
     Canal Plaza, Suite 100, Portland, Maine 04101.



                                                                                
--------------------------------------------------------------------------------------------------------------------
Name                      Address                          Position with Underwriter     Position with Registrant

Richard J. Berthy         Three Canal Plaza, Suite 100,    President, Treasurer and      None
                          Portland, ME  04101              Manager
--------------------------------------------------------------------------------------------------------------------
Mark A. Fairbanks         Three Canal Plaza, Suite 100,    Vice President                None
                          Portland, ME  04101
--------------------------------------------------------------------------------------------------------------------
Jennifer K. DiValerio     899 Cassatt Road, 400 Berwyn     Vice President                None
                          Park, Suite 110, Berwyn, PA
                          19312
--------------------------------------------------------------------------------------------------------------------
Nanette K. Chern          Three Canal Plaza, Suite 100,    Vice President and            None
                          Portland, ME  04101              Chief Compliance Officer
--------------------------------------------------------------------------------------------------------------------
Jennifer E. Hoopes        Three Canal Plaza, Suite 100,    Secretary                     None
                          Portland, ME  04101
--------------------------------------------------------------------------------------------------------------------




(c)  Not applicable.

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:

All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended, and the Rules
thereunder will be maintained at the offices of:

THE REGISTRANT'S CUSTODIAN

UMB Bank, N.A.
1010 Grand Avenue
Kansas City, Missouri 64106

THE REGISTRANT'S ADMINISTRATOR

SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456

THE REGISTRANT'S ADVISERS

Community Development Fund Advisors, LLC
6255 Chapman Field Drive
Miami, Florida 33156

Logan Circle Partners L.P.
Three Logan Square
1717 Arch Street, Suite 1500
Philadelphia, Pennsylvania 19103.

THE REGISTRANT'S DISTRIBUTOR

Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101

THE REGISTRANT'S TRANSFER AGENT

UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, Wisconsin 53212

ITEM 34.MANAGEMENT SERVICES:

None.

ITEM 35.UNDERTAKINGS:

Not applicable.



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida on the 27th day of
January, 2016.

                                                  THE COMMUNITY DEVELOPMENT FUND

                                                  /s/ Kenneth H. Thomas
                                                  ------------------------------
                                                  Kenneth H. Thomas, Ph.D.
                                                  Director, President, Chief
                                                  Executive Officer and
                                                  Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 27th day of January, 2016.


SIGNATURE                                  TITLE

/s/ Kenneth H. Thomas
------------------------------             Director, President, Chief Executive
Kenneth H. Thomas, Ph.D.                   Officer and Secretary

         *
---------------------
Antonio L. Argiz                           Director

         *
---------------------
Ronald Lindhart                            Director

/s/ Eric Kleinschmidt
-----------------------
Eric Kleinschmidt                          Treasurer and Chief Financial Officer


*By: /s/ Kenneth H. Thomas
     ----------------------------
     Kenneth H. Thomas, Ph.D.
     Attorney-in-Fact



                                 EXHIBIT INDEX

EXHIBIT NUMBER          DESCRIPTION

EX-99.B(d)(1)           Investment Advisory Agreement between the Registrant and
                        Community Development Fund Advisors, LLC

EX-99.B(d)(2)           Investment Sub-Advisory Agreement between Community
                        Development Fund Advisors, LLC and Logan Circle Partners
                        L.P.

EX-99.B(d)(3)           Expense Limitation Agreement between the Registrant and
                        Community Development Fund Advisors, LLC

EX-99.B(e)(1)           Distribution Agreement between the Registrant and
                        Foreside Fund Services, LLC

EX-99.B(e)(2)           Distribution Services Agreement between Community
                        Development Fund Advisors, LLC and Foreside Fund
                        Services, LLC

EX-99.B(g)              Custody Agreement between the Registrant and UMB Bank,
                        N.A.

EX-99.B(h)(1)           Administration Agreement between the Registrant and SEI
                        Investments Global Funds Services

EX-99.B(h)(2)           Transfer Agency Agreement between the Registrant and UMB
                        Fund Services, Inc.

EX-99.B(h)(3)           Registrant's CRA Servicing Plan

EX-99.B(h)(4)           Fund CCO and AMLCO Agreement between the Registrant and
                        Foreside Fund Services, LLC

EX-99.B(i)              Opinion and Consent of Morgan, Lewis & Bockius LLP

EX-99.B(j)              Consent of Tait, Weller & Baker LLP

EX-99.B(m)              Registrant's Distribution Plan

EX-99.B(p)(1)           Code of Ethics for the Registrant

EX-99.B(p)(2)           Code of Ethics for Community Development Fund Advisors,
                        LLC

EX-99.B(p)(3)           Code of Ethics for Logan Circle Partners L.P.

EX-99.B(p)(4)           Code of Ethics for Foreside Fund Services, LLC

EX-99.B(q)(1)           Power of Attorney for Ronald Lindhart

EX-99.B(q)(2)           Power of Attorney for Antonio L. Argiz

EX-99.D1

                         THE COMMUNITY DEVELOPMENT FUND

                         INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 22ND day of January, 2016, by and between The Community
Development Fund, a Delaware statutory trust (the "Trust"), and Community
Development Fund Advisors, LLC (the "Adviser").

WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of portfolios of shares, as listed on Schedule A (each, a
"Portfolio" and collectively, the "Portfolios"), each having its own investment
policies; and

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to the Portfolios, and the Adviser is willing
to render such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1.   DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
     investment and reinvestment of the assets, to hire (subject to the approval
     of the Trust's Board of Trustees (the "Board") and, except as otherwise
     permitted under the terms of any exemptive relief granted by the Securities
     and Exchange Commission (the "SEC"), or by rule or regulation, by "vote of
     a majority of the outstanding voting securities" of each applicable
     Portfolio, as that term is defined in the 1940 Act) and thereafter
     supervise the investment activities of one or more sub-advisers deemed
     necessary to carry out the investment program of the Portfolios, and to
     continuously review, supervise and (where appropriate) administer the
     investment program of the Portfolios, to determine in its discretion (where
     appropriate) the securities to be purchased or sold, to provide the Trust's
     administrator (the "Administrator") and the Trust with records concerning
     the Adviser's activities which the Trust is required to maintain, and to
     render regular reports to the Administrator and to the Trust's officers and
     Trustees concerning the Adviser's discharge of the foregoing
     responsibilities. The retention of a sub-adviser by the Adviser shall not
     relieve the Adviser of its responsibilities under this Agreement.

     The Trust hereby constitutes and appoints the Adviser as the Trust's true
     and lawful representative and attorney-in-fact, with full power of
     delegation (to any one or more sub-advisers), in the Fund's name, place and
     stead, to make, execute, sign and acknowledge all agreements, contracts and
     other documentation; including, but not limited to, subscription agreements
     and ISDA agreements, and establish trading accounts on behalf of the
     Portfolios as in the Adviser's judgment are necessary or desirable for the
     Adviser to implement the investment policies of the Portfolios by
     purchasing, selling and redeeming its assets and placing orders for such
     purchases and sales.

     The Adviser shall discharge the foregoing responsibilities subject to the
     control of the Board and in compliance with the Prospectus (as defined
     below), such policies as the Trustees may from time to time establish, the
     objectives, policies, and limitations for the Portfolios as established by
     the Board, and applicable laws and regulations.

     The Adviser accepts such employment and agrees, at its own expense, to
     render the services and to provide the office space, furnishings and
     equipment and the personnel (including any sub-advisers) required by it to
     perform the services on the terms and for the compensation provided herein.
     The





     Adviser will not, however, pay for the cost of securities, commodities, and
     other investments (including brokerage commissions and other transaction
     charges, if any) purchased or sold for the Trust.

2.   DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies of
     each of the following:

     (a)  The Trust's Agreement and Declaration of Trust, (such Agreement and
          Declaration of Trust, as presently in effect and as it shall from time
          to time be amended, is herein called the "Declaration of Trust");

     (b)  By-Laws of the Trust (such By-Laws, as in effect on the date of this
          Agreement and as amended from time to time, are herein called the
          "By-Laws"); and

     (c)  Prospectus(es) and Statement(s) of Additional Information of the
          Portfolios, as currently in effect and as amended or supplemented from
          time to time (referred to collectively as the "Prospectus").

3.   OTHER COVENANTS. The Adviser agrees that it:

     (a)  Will comply with all applicable rules and regulations of the SEC and
          will in addition conduct its activities under this Agreement in
          accordance with other applicable law; and

     (b)  Will place orders pursuant to its investment determinations for the
          Portfolios either directly with the issuer or with any broker or
          dealer. In executing Portfolio transactions and selecting brokers or
          dealers, the Adviser will use its best efforts to seek on behalf of a
          Portfolio the best overall terms available. In assessing the best
          overall terms available for any transaction, the Adviser shall
          consider all factors that it deems relevant, including the breadth of
          the market in the security, the price of the security, the financial
          condition and execution capability of the broker or dealer, and the
          reasonableness of the commission, if any, both for the specific
          transaction and on a continuing basis. In evaluating the best overall
          terms available, and in selecting the broker-dealer to execute a
          particular transaction the Adviser may also consider the brokerage and
          research services (as those terms are defined in Section 28(e) of the
          Securities Exchange Act of 1934, as amended) provided to the Portfolio
          and/or other accounts over which the Adviser or an affiliate of the
          Adviser may exercise investment discretion. The Adviser is authorized,
          subject to later revocation by the Board, to pay to a broker or dealer
          who provides such brokerage and research services a commission for
          executing a portfolio transaction for the Portfolios which is in
          excess of the amount of commission another broker or dealer would have
          charged for effecting that transaction if, but only if, the Adviser
          determines in good faith that such commission was reasonable in
          relation to the value of the brokerage and research services provided
          by such broker or dealer - - viewed in terms of that particular
          transaction or in terms of the overall responsibilities of the Adviser
          to the Portfolios. In addition, the Adviser is authorized to allocate
          purchase and sale orders for portfolio securities to brokers or
          dealers that are affiliated with the Adviser or the Trust's principal
          underwriter if the Adviser believes that the quality of the
          transaction and the commission are comparable to what they would be
          with other qualified firms. In no instance, however, will any
          Portfolio's securities be purchased from or sold to the Adviser, any
          sub-adviser engaged with respect to the Trust, the Trust's principal
          underwriter, or any affiliated person of either the Trust, the
          Adviser, and sub-adviser or the principal underwriter, acting as
          principal in the transaction, except to the extent permitted by the
          SEC and the 1940 Act.





4.   COMPENSATION OF THE ADVISER. For the services rendered by the Adviser
     pursuant to this Agreement, the Trust shall pay to the Adviser compensation
     at the rates specified in the Schedule B attached hereto and made a part of
     this Agreement. Such compensation shall be paid to the Adviser at the end
     of each month, and calculated by applying a daily rate, based on the annual
     percentage rates as specified in the attached Schedule B, to the assets of
     the Portfolios. The fee shall be based on the average daily net assets for
     the month involved. The Adviser may, in its discretion and from time to
     time, waive a portion of its fee.

     All rights of compensation under this Agreement for services performed as
     of the termination date shall survive the termination of this Agreement.

5.   REPORTS. The Trust and the Adviser agree to furnish to each other, as
     applicable, Prospectuses, proxy statements, reports to shareholders,
     certified copies of their financial statements, and such other information
     with regard to their affairs as each may reasonably request. The Adviser
     further agrees to furnish to the Trust, if applicable, the same such
     documents and information pertaining to any sub-adviser as the Trust may
     reasonably request.

6.   STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to
     be deemed exclusive, and the Adviser shall be free to render similar
     services to others so long as its services to the Trust are not impaired
     thereby. The Adviser shall be deemed to be an independent contractor and
     shall, unless otherwise expressly provided or authorized, have no authority
     to act for or represent the Trust in any way or otherwise be deemed an
     agent of the Trust. To the extent that the purchase or sale of securities
     or other investments of any issuer may be deemed by the Adviser to be
     suitable for two or more accounts managed by the Adviser, the available
     securities or investments may be allocated in a manner believed by the
     Adviser to be equitable to each account. It is recognized that in some
     cases this may adversely affect the price paid or received by the Trust or
     the size or position obtainable for or disposed by the Trust.

7.   CERTAIN RECORDS. Any records required to be maintained and preserved
     pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
     the 1940 Act which are prepared or maintained by the Adviser (or any
     sub-adviser) on behalf of the Trust are the property of the Trust and will
     be surrendered promptly to the Trust on request. The Adviser further agrees
     to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
     records required to be maintained under Rule 31a-1 under the 1940 Act.

8.   LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be
     confined to those expressly set forth herein, and no implied duties are
     assumed by or may be asserted against the Adviser hereunder. The Adviser
     shall not be liable for any error of judgment or mistake of law or for any
     loss arising out of any investment or for any act or omission in carrying
     out its duties hereunder, except a loss resulting from willful misfeasance,
     bad faith or gross negligence in the performance of its duties, or by
     reason of reckless disregard of its obligations and duties hereunder,
     except as may otherwise be provided under provisions of applicable state
     and Federal law which cannot be waived or modified hereby. (As used in this
     Section 8, the term "Adviser" shall include directors, officers, employees
     and other corporate agents of the Adviser as well as that corporation
     itself).

9.   PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are
     or may be interested in the Adviser (or any successor thereof) as
     directors, partners, officers, or shareholders, or otherwise; directors,
     partners, officers, agents, and shareholders of the Adviser are or may be
     interested in the Trust as Trustees, officers, shareholders or otherwise;
     and the Adviser (or any






     successor) is or may be interested in the Trust as a shareholder or
     otherwise subject to the provisions of applicable law. All such interests
     shall be fully disclosed between the parties on an ongoing basis and in the
     Trust's registrations statement as required by law. In addition, brokerage
     transactions for the Trust may be effected through affiliates of the
     Adviser or any sub-adviser if approved by the Board, subject to the rules
     and regulations of the SEC.

10.  DURATION AND TERMINATION. This Agreement, unless sooner terminated as
     provided herein, shall remain in effect until two years from date of
     execution, and thereafter, for periods of one year so long as such
     continuance thereafter is specifically approved at least annually (a) by
     the vote of a majority of those Trustees of the Trust who are not parties
     to this Agreement or interested persons of any such party, cast in person
     at a meeting called for the purpose of voting on such approval, and (b) by
     the Trustees of the Trust or by vote of a majority of the outstanding
     voting securities of each Portfolio; provided, however, that if the
     shareholders of any Portfolio fail to approve the Agreement as provided
     herein, the Adviser may continue to serve hereunder in the manner and to
     the extent permitted by the 1940 Act and rules and regulations thereunder.
     The foregoing requirement that continuance of this Agreement be
     "specifically approved at least annually" shall be construed in a manner
     consistent with the 1940 Act and the rules and regulations thereunder.

     This Agreement may be terminated as to any Portfolio at any time, without
     the payment of any penalty, by vote of a majority of the Trustees of the
     Trust or by vote of a majority of the outstanding voting securities of the
     Portfolio on not less than 30 days nor more than 60 days' written notice to
     the Adviser, or by the Adviser at any time without the payment of any
     penalty, on 90 days' written notice to the Trust. This Agreement will
     automatically and immediately terminate in the event of its assignment. As
     used in this Section 10, the terms "assignment", "interested persons", and
     a "vote of a majority of the outstanding voting securities" shall have the
     respective meanings set forth in the 1940 Act and the rules and regulations
     thereunder, subject to such exemptions as may be granted by the SEC.

11.  GOVERNING LAW. This Agreement shall be governed by the internal laws of
     the State of Delaware, without regard to conflict of law principles;
     provided, however that nothing herein shall be construed as being
     inconsistent with the 1940 Act.

12.  NOTICE: Any notice, advice or report to be given pursuant to this
     Agreement shall be deemed sufficient if delivered or mailed by registered,
     certified or overnight mail, postage prepaid addressed by the party giving
     notice to the other party at the last address furnished by the other party:

          To the Adviser at:      Community Development Fund Advisors, LLC
                                  6255 Chapman Field Drive
                                  Miami, Florida 33156

          To the Trust at:        The Community Development Fund
                                  6255 Chapman Field Drive
                                  Miami, Florida 33156

13.  SEVERABILITY. If any provision of this Agreement shall be held or made
     invalid by a court decision, statute, rule or otherwise, the remainder of
     this Agreement shall not be affected thereby.

14.  AMENDMENT OF AGREEMENT. This Agreement may be amended only by written
     agreement of the Adviser and the Trust and only in accordance with the
     provisions of the 1940 Act and the rules and regulations promulgated
     thereunder.




15.  ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
     understanding between the parties hereto, and supersedes all prior
     agreements and understandings relating to this Agreement's subject matter.
     This Agreement may be executed in any number of counterparts, each of which
     shall be deemed to be an original, but such counterparts shall, together,
     constitute only one instrument.

     Where the effect of a requirement of the 1940 Act reflected in any
     provision of this Agreement is altered by a rule, regulation or order of
     the SEC, whether of special or general application, such provision shall be
     deemed to incorporate the effect of such rule, regulation or order.

     The Trust is entering into this Agreement with the Adviser on behalf of the
     respective Portfolios severally and not jointly, with the express intention
     that the provisions contained in each numbered paragraph hereof shall be
     understood as applying separately with respect to each Portfolio as if
     contained in separate agreements between the Trust and Adviser for each
     such Portfolio. In the event that this Agreement is made applicable to any
     additional Portfolios by way of a Schedule executed subsequent to the date
     first indicated above, provisions of such Schedule shall be deemed to be
     incorporated into this Agreement as it relates to such Portfolio so that,
     for example, the execution date for purposes of Paragraph 10 of this
     Agreement with respect to such Portfolio shall be the execution date of the
     relevant Schedule.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.

THE COMMUNITY DEVELOPMENT FUND        COMMUNITY DEVELOPMENT FUND
                                      ADVISORS, LLC


By: /S/ KENNETH H. THOMAS            By: /S/ KENNETH H. THOMAS
    ---------------------                ---------------------

Attest: /s/ Millie Melendez          Attest: /s/ Millie Melendez
       --------------------                 --------------------





                                   SCHEDULE A
                                     TO THE
                         INVESTMENT ADVISORY AGREEMENT
                                    BETWEEN
                         THE COMMUNITY DEVELOPMENT FUND
                                      AND
                    COMMUNITY DEVELOPMENT FUND ADVISORS, LLC
                             AS OF JANUARY 22, 2016


                         The Community Development Fund
































                                   SCHEDULE B
                                     TO THE
                         INVESTMENT ADVISORY AGREEMENT
                                    BETWEEN
                         THE COMMUNITY DEVELOPMENT FUND
                                      AND
                    COMMUNITY DEVELOPMENT FUND ADVISORS, LLC
                             AS OF JANUARY 22, 2016

Pursuant to Article 4, the Trust shall pay the Adviser compensation at an
annual rate as follows:

The Community Development Fund                0.30%

EX-99.D2

                    COMMUNITY DEVELOPMENT FUND ADVISORS, LLC

                       INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT made as of this 20TH day of January, 2016 between Community
Development Fund Advisors, LLC (the "Adviser") and Logan Circle Partners, L.P.
(the "Subadviser").

     WHEREAS, The Community Development Fund, a Delaware Statutory Trust (the
"Fund"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, the Adviser, with the approval of the Fund, desires to retain the
Subadviser to provide investment advisory services to the Adviser in connection
with the management of the Fund, and the Subadviser is willing to render such
investment advisory services.

     NOW, THEREFORE, the parties hereto agree as follows:

1.   DUTIES OF THE SUBADVISER. Subject to supervision by the Adviser and the
     Fund's Board of Trustees (the "Board"), the Subadviser shall manage all of
     the securities and other assets of the Fund entrusted to it hereunder (the
     "Assets"), including the purchase, retention and disposition of the Assets,
     in accordance with the Fund's investment objectives, policies and
     restrictions as stated in the Fund's prospectus and statement of additional
     information, as currently in effect and as amended or supplemented from
     time to time (referred to collectively as the "Prospectus"), and subject to
     the following:

     (a)  The Subadviser shall, in consultation with and under the direction of
          the Adviser, determine from time to time what Assets will be
          purchased, retained or sold by the Fund, and what portion of the
          Assets will be invested or held uninvested in cash.

     (b)  In the performance of its duties and obligations under this
          Agreement, the Subadviser shall act in conformity with the Fund's
          Declaration of Trust (as defined herein), the Prospectus, the Fund's
          compliance policies and procedures ("Compliance Policies and
          Procedures") provided that the Adviser or the Fund has given the
          Subadviser such documents and any amendments thereto and with the
          instructions and directions of the Adviser and of the Board and will
          conform to and comply with the requirements of the 1940 Act, the
          Internal Revenue Code of 1986 (the "Code"), and all other applicable
          federal and state laws and regulations, as each is amended from time
          to time.

     (c)  The Subadviser shall determine the Assets to be purchased or sold by
          the Fund as provided in Subparagraph (a) and will place orders with or
          through such persons, brokers or dealers to carry out the policy with
          respect to brokerage set forth in the Prospectus or as the Board or
          the Adviser may direct from time to time, in conformity with all
          federal securities laws. In executing Fund transactions and selecting
          brokers or dealers, the Subadviser will use its best efforts to seek
          on behalf of the Fund the best overall terms available. In assessing
          the best overall terms available for any transaction, the Subadviser


                                       1



          shall consider all factors that it deems relevant, including the
          breadth of the market in the security, the price of the security, the
          financial condition and execution capability of the broker or dealer,
          and the reasonableness of the commission, if any, both for the
          specific transaction and on a continuing basis. In evaluating the best
          overall terms available, and in selecting the broker-dealer to execute
          a particular transaction, the Subadviser may also consider the
          brokerage and research services provided (as those terms are defined
          in Section 28(e) of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act")). Consistent with any guidelines established by
          the Board and Section 28(e) of the Exchange Act, the Subadviser is
          authorized to pay to a broker or dealer who provides such brokerage
          and research services a commission for executing a portfolio
          transaction for the Fund which is in excess of the amount of
          commission another broker or dealer would have charged for effecting
          that transaction if, but only if, the Subadviser determines in good
          faith that such commission was reasonable in relation to the value of
          the brokerage and research services provided by such broker or dealer
          -- viewed in terms of that particular transaction or in terms of the
          overall responsibilities of the Subadviser to its discretionary
          clients, including the Fund. In addition, the Subadviser is authorized
          to allocate purchase and sale orders for securities to brokers or
          dealers (including brokers and dealers that are affiliated with the
          Adviser, the Subadviser or the Fund's principal underwriter) if the
          Subadviser believes that the quality of the transaction and the
          commission are comparable to what they would be with other qualified
          firms. In no instance, however, will the Assets be purchased from or
          sold to the Adviser, the Subadviser, the Fund's principal underwriter,
          or any affiliated person of either the Fund, the Adviser, the
          Subadviser or the principal underwriter, acting as principal in the
          transaction, except to the extent permitted by the Securities and
          Exchange Commission ("SEC") and the 1940 Act.

     (d)  The Subadviser shall maintain all books and records with respect to
          transactions involving the Assets required by Subparagraphs (b)(5),
          (6), (7), (9), (10) and (11) and Paragraph (f) of Rule 31a-1 under the
          1940 Act. The Subadviser shall keep the books and records relating to
          the Assets required to be maintained by the Subadviser under this
          Agreement and shall timely furnish to the Adviser all information
          relating to the Subadviser's services under this Agreement needed by
          the Adviser to keep the other books and records of the Fund required
          by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all
          records that it maintains on behalf of the Fund are property of the
          Fund and the Subadviser will surrender promptly to the Fund any of
          such records upon the Fund's request; provided, however, that the
          Subadviser may retain a copy of such records. In addition, for the
          duration of this Agreement, the Subadviser shall preserve for the
          periods prescribed by Rule 31a-2 under the 1940 Act any such records
          as are required to be maintained by it pursuant to this Agreement, and
          shall transfer said records to any successor Subadviser upon the
          termination of this Agreement (or, if there is no successor
          Subadviser, to the Adviser).

     (e)  The Subadviser shall provide the Fund's custodian on each business
          day with information relating to all transactions concerning the
          Assets and shall provide the Adviser with such information upon
          request of the Adviser.

     (f)  To the extent called for by the Compliance Policies and Procedures,
          or as reasonably requested by the Fund, the Subadviser shall provide
          the Fund with information and advice regarding Assets to assist the
          Fund in determining the appropriate valuation of such Assets.


                                       2




     (g)  The investment management services provided by the Subadviser under
          this Agreement are not to be deemed exclusive and the Subadviser shall
          be free to render similar services to others, as long as such services
          do not impair the services rendered to the Adviser or the Fund.

     (h)  The Subadviser shall promptly notify the Adviser of any financial
          condition that is reasonably likely to materially impair the
          Subadviser's ability to fulfill its commitment under this Agreement.

     (i)  The Subadviser shall not be responsible for reviewing proxy
          solicitation materials or voting and handling proxies in relation to
          the securities held as Assets in the Fund. If the Subadviser receives
          a misdirected proxy, it shall promptly forward such misdirected proxy
          to the Adviser.

     (j)  The Subadviser shall not provide investment advice to any assets of
          the Fund other than the Assets.

     (k)  On occasions when the Subadviser deems the purchase or sale of a
          security to be in the best interest of the Fund as well as other
          clients of the Subadviser, the Subadviser may, to the extent permitted
          by applicable law and regulations, aggregate the order for securities
          to be sold or purchased. In such event, the Subadviser will allocate
          securities so purchased or sold, as well as the expenses incurred in
          the transaction, in a manner the Subadviser reasonably considers to be
          equitable and consistent with its fiduciary obligations to the Fund
          and to such other clients under the circumstances.

     (l)  The Subadviser shall provide to the Adviser or the Board such
          periodic and special reports, balance sheets or financial information,
          and such other information with regard to its affairs as the Adviser
          or Board may reasonably request. The Subadviser shall also furnish to
          the Adviser any other information relating to the Assets that is
          required to be filed by the Adviser or the Fund with the SEC or sent
          to shareholders under the 1940 Act (including the rules adopted
          thereunder) or any exemptive or other relief that the Adviser or the
          Fund obtains from the SEC (if any).

     (m)  With respect to the Assets of the Fund, the Subadviser shall file any
          required reports with the SEC pursuant to Section 13(f) and Section
          13(g) of the Exchange Act and the rules and regulations thereunder.

     To the extent permitted by law, the services to be furnished by the
     Subadviser under this Agreement may be furnished through the medium of any
     of the Subadviser's partners, officers, employees or control affiliates;
     provided, however, that the use of such mediums does not relieve the
     Subadviser from any obligation or duty under this Agreement.

2.   DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
     for all services to be provided to the Fund pursuant to its advisory
     agreement with the Fund (the "Advisory


                                       3



     Agreement") and shall continuously monitor the Subadviser's performance of
     its duties under this Agreement (including trade execution), perform
     certain due diligence functions and oversee the Subadviser's compliance
     with the Fund's investment objectives, policies and guidelines, including
     the Fund's investments that are intended to qualify for credit under the
     Community Reinvestment Act of 1977, as amended (the "CRA"); provided,
     however, that in connection with its management of the Assets, nothing
     herein shall be construed to relieve the Subadviser of responsibility for
     compliance with the Fund's Declaration of Trust (as defined herein), the
     Prospectus, the Compliance Policies and Procedures provided that the
     Adviser or the Fund has given the Subadviser such documents and any
     amendments thereto, the instructions and directions of the Board, the
     requirements of the 1940 Act, the Code, and all other applicable federal
     and state laws and regulations, as each is amended from time to time.

     The Adviser shall communicate regularly with the Subadviser regarding any
     geographic, regulatory or other directions with respect to the Subadviser's
     selection of Assets for the Fund, including, without limitation, any
     directions or investment restrictions with respect to the Fund's portfolio
     in connection with the CRA. Upon request from the Subadviser, the Adviser
     shall promptly evaluate whether a potential investment may be
     CRA-qualifying, either generally or with respect to a specific financial
     institution shareholder. The Adviser agrees to make itself readily
     available to the Subadviser to answer any questions about the Fund or a
     potential investment for the Fund.

     The Adviser shall also be responsible for maintaining any records necessary
     for the Fund and its shareholders to receive appropriate regulatory credit
     with respect to the CRA, maintaining documentation readily available to a
     financial institution or an examiner supporting its determination that a
     security is a qualifying investment for CRA purposes and the Subadviser
     agrees to provide the Adviser with any information necessary to assist the
     Adviser with such recordkeeping. In determining whether a particular
     investment is qualified for credit under the CRA, the Adviser shall assess
     whether the investment has as its primary purpose community development.
     The Adviser shall consider whether the investment: (1) provides affordable
     housing for low- and moderate-income ("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
     or (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. As the
     Fund continues to operate, the Adviser shall assess whether to instruct the
     Subadviser to dispose of securities that were acquired for CRA-qualifying
     purposes, in which case the Adviser will normally instruct the Subadviser
     to attempt to acquire a replacement security that would be CRA-qualifying.

3.   DELIVERY OF DOCUMENTS. The Adviser represents and warrants that it will
     furnish the Subadviser with copies of each of the following documents and
     any amendments thereto:

     (a)  The Fund's Agreement and Declaration of Trust (such Agreement and
          Declaration of Trust, as in effect on the date of this Agreement and
          as amended from time to time, is herein called the "Declaration of
          Trust");


                                       4



     (b)  The By-Laws of the Fund (such By-Laws, as in effect on the date of
          this Agreement and as amended from time to time, are herein called the
          "By-Laws");

     (c)  The Prospectus; and

     (d)  The Compliance Policies and Procedures.

4.   COMPENSATION TO THE SUBADVISER. For the services to be provided by the
     Subadviser pursuant to this Agreement, the Adviser will pay the Subadviser,
     and the Subadviser agrees to accept as full compensation therefor, a
     sub-advisory fee at the rate specified in Schedule A which is attached
     hereto and made part of this Agreement. Except as may otherwise be
     prohibited by law or regulation (including any then current SEC staff
     interpretation), the Subadviser may, in its discretion and from time to
     time, waive a portion of its fee.

5.   INDEMNIFICATION. The Subadviser may rely on information reasonably
     believed by it to be accurate and reliable. The Subadviser assumes no
     responsibility under this Agreement other than to render the services
     called for hereunder, in good faith, and shall not be liable for any error
     of judgment or mistake of law, or for any loss arising out of any
     investment or for any act or omission in the execution of securities
     transactions for the Fund, provided that nothing in this Agreement shall
     protect the Subadviser against any liability to the Adviser or the Fund to
     which the Subadviser would otherwise be subject by reason of willful
     misfeasance, bad faith or gross negligence in the performance of its duties
     or by reason of its reckless disregard of its obligations and duties
     hereunder. As used in this Paragraph 5, the term the "Subadviser" shall
     include any affiliates of the Subadviser performing services for the Fund
     contemplated herein and the partners, shareholders, directors, officers and
     employees of the Subadviser and such affiliates.

     The Adviser shall indemnify and hold harmless the Subadviser from and
     against any and all claims, losses, liabilities or damages (including
     reasonable attorney's fees and other related expenses) howsoever arising
     from or in connection with any willful misfeasance, fraud, bad faith, gross
     negligence or reckless disregard of the Adviser in the performance of or
     failure to perform any of the Adviser's obligations under this Agreement;
     provided, however, that the Adviser's obligation under this Paragraph 5
     shall be reduced to the extent that the claim against, or the loss,
     liability or damage experienced by the Subadviser, is caused by or is
     otherwise directly related to the Subadviser's own willful misfeasance,
     fraud, bad faith or gross negligence, or to the reckless disregard of its
     duties under this Agreement.

6.   DURATION AND TERMINATION. This Agreement shall become effective upon
     approval by the Board and its execution by the parties hereto. Unless
     earlier terminated, this Agreement shall continue in effect for an initial
     period of two years from the date hereof. Thereafter, this Agreement may be
     continued annually if specifically approved in conformance with the 1940
     Act; provided, however, that this Agreement may be terminated with respect
     to the Fund (a) by the Fund at any time, without the payment of any
     penalty, by the vote of a majority of trustees of the Board or by the vote
     of a majority of the outstanding voting securities of the Fund, or (b) by
     the Adviser or the Subadviser at any time, without the payment of any
     penalty, on 30 days' written notice to the other party. This Agreement
     shall terminate automatically and immediately in the event of its
     assignment, or in the event of a termination of the Advisory Agreement with
     the Fund. As used in this Paragraph 6, the terms "assignment" and "vote of
     a majority of the outstanding voting securities" shall have the respective
     meanings set forth in the 1940 Act and the rules and regulations
     thereunder, subject to such exceptions as may be granted by the SEC under
     the 1940 Act.


                                       5




7.   COMPLIANCE PROGRAMS. Each of the Adviser and the Subadviser hereby
     represents and warrants that:

     (a)  in accordance with Rule 206(4)-7 under the Investment Advisers Act of
          1940, as amended (the "Advisers Act"), each the Adviser and the
          Subadviser has adopted and implemented and will maintain written
          policies and procedures reasonably designed to prevent violation by
          the Adviser and the Subadviser, respectively, and its supervised
          persons (as such term is defined in the Advisers Act) of the Advisers
          Act and the rules the SEC has adopted under the Advisers Act; and

     (b)  to the extent that the Adviser's or the Subadviser's activities or
          services could affect the Fund, each the Adviser and the Subadviser
          has adopted and implemented and will maintain written policies and
          procedures that are reasonably designed to prevent violation of the
          "federal securities laws" (as such term is defined in Rule 38a-1 under
          the 1940 Act) by the Fund, the Adviser and the Subadviser (the
          Subadviser's policies and procedures referred to in this Paragraph
          7(b), along with the Subadviser's policies and procedures referred to
          in Paragraph 7(a), are referred to herein as the "Subadviser's
          Compliance Program").

8.   REPORTING OF COMPLIANCE MATTERS.

     (a)  The Subadviser shall promptly provide to the Fund's Chief Compliance
          Officer ("CCO") the following documents:

          (i)  copies of all SEC examination correspondences, including
               correspondences regarding books and records examinations and
               "sweep" examinations, issued during the term of this Agreement,
               in which the SEC identified any concerns, issues or matters (such
               correspondences are commonly referred to as "deficiency letters")
               relating to the Subadviser's investment advisory business
               involving the Fund and the Subadviser's responses thereto;

          (ii) a report of any material violations of the Subadviser's
               Compliance Program or any "material compliance matters" (as such
               term is defined in Rule 38a-1 under the 1940 Act) that have
               occurred with respect to the Subadviser's Compliance Program;

          (iii) a report of any material changes to the policies and procedures
               that compose the Subadviser's Compliance Program;

          (iv) a copy of the Subadviser's chief compliance officer's report (or
               similar document(s) which serve the same purpose) regarding his
               or her annual review of the Subadviser's Compliance Program, as
               required by Rule 206(4)-7 under the Advisers Act; and



                                       6



          (v)  an annual (or more frequently as the CCO may reasonably request)
               representation regarding the Subadviser's compliance with
               Paragraphs 7 and 8 of this Agreement.

     (b)  The Subadviser shall also provide the CCO with:

          (i)  reasonable access to the testing, analyses, reports and other
               documentation, or summaries thereof, that the Subadviser's chief
               compliance officer relies upon to monitor the effectiveness of
               the implementation of the Subadviser's Compliance Program; and

          (ii) reasonable access, during normal business hours, to the
               Subadviser's facilities for the purpose of conducting
               pre-arranged on-site compliance related due diligence meetings
               with personnel of the Subadviser.

9.   CONFIDENTIALITY. Except as otherwise permitted pursuant to this Agreement
     or as required by applicable law, each party hereto agrees that the
     provisions of this Agreement, all of the information, documents and reports
     described herein, all understandings, agreements and other arrangements
     between and among the parties, and all other non-public information
     received from, or otherwise relating to, the Assets or this Agreement,
     shall be confidential, and each party shall use its reasonable best efforts
     not to disclose or otherwise release to any other person (other than
     another party hereto) such matters, without the written consent of the
     other party. The confidentiality obligations of the parties under this
     Paragraph 9 shall not apply: (i) to the disclosure of information to a
     party's partners, members, equity holders (including holders of beneficial
     interests), affiliates, officers, auditors, agents, directors, attorneys,
     employees or fiduciaries (PROVIDED, that such persons agree to hold
     confidential such information substantially in accordance with this
     Paragraph 9 or are otherwise bound (pursuant to internal procedures or
     otherwise) by a duty of confidentiality to such party), which persons shall
     be subject to the provisions of this Paragraph 9 as if they were parties or
     which persons shall have agreed to hold confidential such information
     substantially in accordance with this Paragraph 9, (ii) to information
     already known to the general public at the time of disclosure or that
     became known prior to such disclosure through no act or omission by any
     party or any person acting on a party's behalf, (iii) to information
     received from a source not bound by a duty of confidentiality to a party
     hereto (or any affiliates of any of the foregoing), (iv) to any party to
     the extent that the disclosure by such party of information otherwise
     determined to be confidential is required by applicable law or legal
     process (including pursuant to an arbitration proceeding), or by any
     regulatory body with jurisdiction over such party, or (v) to the disclosure
     of confidential information to any financial advisors and other
     professional advisors of a party who agree to hold confidential such
     information substantially in accordance with this Paragraph 9 or who are
     otherwise bound by a duty of confidentiality to such party, PROVIDED that,
     with respect to clause (iv) above, prior to disclosing such confidential
     information, a party shall, to the extent practicable, notify the other
     party thereof, which notice shall include the basis upon which such party
     believes the information is required to be disclosed.

10.  WRITTEN INSTRUCTIONS. All directions by or on behalf of the Adviser or the
     Fund, as applicable, to the Subadviser shall be in writing signed by one or
     more of the following persons and/or such other persons as identified in
     writing from time to time:

          NAME                       TITLE
          ----                       -----
          Kenneth H. Thomas          Managing Member and President



                                       7



11.  USE OF NAME AUTHORIZATION. Upon the consent of the Adviser, the Subadviser
     may use the Adviser's and the Fund's legal names, trade names (if any),
     and/or logos in (a) marketing and promotional materials used by the
     Subadviser in connection with services offered by it to existing and
     prospective clients and (b) a list of the Subadviser's client references.
     Further, the Subadviser may use the Adviser's and the Fund's legal names,
     trade names (if any), and/or logos whenever required to be disclosed by
     process of law or pursuant to applicable law or regulation, provided that
     the Subadviser will use its commercially reasonable best efforts to notify
     the Adviser of any such disclosure.

12.  GOVERNING LAW. This Agreement shall be governed by the internal laws of
     the Commonwealth of Pennsylvania, without regard to conflict of law
     principles; provided, however, that nothing herein shall be construed as
     being inconsistent with the 1940 Act.

13.  SEVERABILITY. Should any part of this Agreement be held invalid by a court
     decision, statute, rule or otherwise, the remainder of this Agreement shall
     not be affected thereby. This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective successors.

14.  NOTICE. Any notice, advice or report to be given pursuant to this
     Agreement shall be deemed sufficient if delivered or mailed by registered,
     certified or overnight mail, postage prepaid addressed by the party giving
     notice to the other party at the last address furnished by the other party:

     To the Adviser at:       Community Development Fund Advisors, LLC
                              6255 Chapman Field Dr.
                              Miami, FL 33156
                              Attention: Ken Thomas

     To the Subadviser at:    Logan Circle Partners, L.P.
                              1717 Arch Street, Suite 1500
                              Philadelphia, PA 19103
                              Attention: Legal Department

15.  AMENDMENT OF AGREEMENT. This Agreement may be amended only by written
     agreement of the Adviser and the Subadviser and only in accordance with the
     provisions of the 1940 Act and the rules and regulations promulgated
     thereunder.

16.  ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
     understanding between the parties hereto, and supersedes all prior
     agreements and understandings relating to this Agreement's subject matter.
     This Agreement may be executed in any number of counterparts, each of which
     shall be deemed to be an original, but such counterparts shall, together,
     constitute only one instrument.

17.  MISCELLANEOUS.



                                       8



     (a)  Notice is hereby given that the obligations of the Declaration of
          Trust are not binding upon any of the trustees of the Board, officers
          or shareholders of the Fund.

     (b)  Where the effect of a requirement of the 1940 Act or Advisers Act
          reflected in any provision of this Agreement is altered by a rule,
          regulation or order of the SEC, whether of special or general
          application, such provision shall be deemed to incorporate the effect
          of such rule, regulation or order.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

COMMUNITY DEVELOPMENT FUND                LOGAN CIRCLE PARTNERS, L.P.
ADVISORS, LLC

By: /S/ KENNETH H. THOMAS                 By: /S/ WILLIAM C. GADSDEN
    ---------------------                    -----------------------
Name: Kenneth H. Thomas                   Name: William C. Gadsden

Title: Managing Member and President      Title: Chief Operating Officer






































                                       9



                SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN
    COMMUNITY DEVELOPMENT FUND ADVISORS, LLC AND LOGAN CIRCLE PARTNERS, L.P.

AS OF JANUARY 20, 2016

Pursuant to Paragraph 4, the Adviser will pay to the Subadviser as compensation
for the Subadviser's services rendered, a fee, computed daily at an annual rate
based on the average daily net assets of The Community Development Fund as may
be allocated by the Adviser to the Subadviser from time to time under the
following fee schedule:

RATE
----
0.15%










































                                       10

EX-99.D3

                          EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT (the "Agreement"), effective as of January 22,
2016, by and between Community Development Fund Advisors, LLC (the "Adviser")
and The Community Development Fund (the "Trust"), on behalf of the series of
the Trust set forth in Schedule A attached hereto (each, a "Fund" and together,
the "Funds").

WHEREAS, the Trust is a Delaware statutory trust organized under an Agreement
and Declaration of Trust dated July 30, 2015 (the "Declaration of Trust") and
is registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management company of the series type, and the Funds are
each a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement dated January 22, 2016 (the "Advisory Agreement"), pursuant to which
the Adviser provides investment advisory services to the Funds for compensation
based on the value of the average daily net assets of each Fund; and

WHEREAS, the Trust and the Adviser have determined that it is appropriate and
in the best interests of each Fund and its shareholders to maintain the
expenses of the Fund at a level at or below the level to which the Fund would
normally be subject in order to maintain the Fund's expense ratio at the
Maximum Annual Operating Expense Limit (as hereinafter defined) specified for
such Fund in Schedule A hereto;

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, including but not limited
to investment advisory fees of the Adviser (but 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, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, and other non-routine expenses not incurred in the
ordinary course of such Fund's business) and expenses for which payment has been
made through the use of all or a portion of brokerage commissions (or markups or
markdowns) generated by that Fund ("Fund Operating Expenses"), exceed the
Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such
excess amount (the "Excess Amount") shall be the liability of the Adviser.

1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating
Expense Limit with respect to a Fund shall be the amount specified in Schedule
A based on a percentage of the average daily net assets of the Fund. The
Maximum Annual Operating Expense Limit for a Fund contemplates that certain
expenses for the Fund may be paid through the use of all or a portion of
brokerage commissions (or markups or markdowns) generated by the Fund.


                                       1



1.3. METHOD OF COMPUTATION.  To determine the Adviser's liability with respect
to the Excess Amount, each month the Fund Operating Expenses for each Fund
shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month of a Fund exceed the Maximum Annual Operating
Expense Limit of such Fund, the Adviser shall first waive or reduce its
investment advisory fee for such month by an amount sufficient to reduce the
annualized Fund Operating Expenses to an amount no higher than the Maximum
Annual Operating Expense Limit. If the amount of the waived or reduced
investment advisory fee for any such month is insufficient to pay the Excess
Amount, the Adviser may also remit to a Fund an amount that, together with the
waived or reduced investment advisory fee, is sufficient to pay such Excess
Amount.

1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first
month of each fiscal year (or the termination of this Agreement if sooner), an
adjustment payment shall be made by the appropriate party in order that the
amount of the investment advisory fees waived or reduced and other payments
remitted by the Adviser to each Fund with respect to the previous fiscal year
shall equal the Excess Amount for such fiscal year.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still in
effect and the estimated aggregate Fund Operating Expenses of a Fund for the
fiscal year are less than the Maximum Annual Operating Expense Limit for that
year, the Adviser shall be entitled to reimbursement by such Fund, in whole or
in part as provided below, of the investment advisory fees waived or reduced
and other payments remitted by the Adviser to such Fund pursuant to Section 1
hereof. The total amount of reimbursement to which the Adviser may be entitled
("Reimbursement Amount") shall equal, at any time, the sum of all investment
advisory fees previously waived or reduced by the Adviser and all other
payments remitted by the Adviser to a Fund, pursuant to Section 1 hereof,
during any of the previous three (3) fiscal years, less any reimbursement
previously paid by such Fund to the Adviser, pursuant to this Section 2, with
respect to such waivers, reductions, and payments. The Reimbursement Amount
shall not include any additional charges or fees whatsoever, including, for
example, interest accruable on the Reimbursement Amount.

2.2. BOARD NOTIFICATION. The Funds shall provide to the Board of Trustees of
the Trust (the "Board") a quarterly report of any reimbursements paid to the
Adviser pursuant to this Agreement.

2.3. METHOD OF COMPUTATION. To determine a Fund's accrual, if any, to reimburse
the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses
of the Fund shall be annualized as of the last day of the month. If the
annualized Fund Operating Expenses of a Fund for any month are less than the
Maximum Annual Operating Expense Limit of such Fund, such Fund shall accrue into
its net asset value an amount payable to the Adviser sufficient to increase the
annualized Fund Operating Expenses of that Fund to an amount no greater than the
Maximum Annual Operating Expense Limit of that Fund, provided that such amount
paid to the Adviser will in no event exceed the total Reimbursement Amount. For
accounting purposes, amounts accrued pursuant to this Section 2 shall be a
liability of a Fund for purposes of determining the Fund's net asset value.



                                       2



2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this
Agreement shall be payable to the Adviser as of the last day of each month. If
necessary, on or before the last day of the first month of each fiscal year, an
adjustment payment shall be made by the appropriate party in order that the
actual Fund Operating Expenses of a Fund for the prior fiscal year (including
any reimbursement payments hereunder with respect to such fiscal year) do not
exceed the Maximum Annual Operating Expense Limit for such fiscal year.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect with respect to the Funds until the
date indicated on Schedule A (the "Initial Term End Date") and shall thereafter
continue in effect from year to year for successive one-year periods, provided
that this Agreement may be terminated, without payment of any penalty, with
respect to the Funds:

(i) by the Trust, for any reason and at any time;

(ii) by the Adviser, for any reason, upon ninety (90) days' prior written
notice to the Trust at its principal place of business, such termination to be
effective as of the close of business on the Initial Term End Date or as of the
close of business on the last day of the then-current one-year period; or at
such earlier time provided that such termination is approved by majority vote
of the Trust's Trustees and the Independent Trustees voting separately.

This Agreement shall terminate automatically upon termination of the Advisory
Agreement.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.

4.2. INTERPRETATION.  Nothing herein contained shall be deemed to require the
Trust or the Funds to take any action contrary to the Trust's Declaration of
Trust or By-Laws, or any applicable statutory or regulatory requirement to
which it is subject or by which it is bound, or to relieve or deprive the Board
of its responsibility for and control of the conduct of the affairs of the
Trust or the Funds.

4.3. DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 1940 Act.


                                       3



4.4. ENFORCEABILITY.  Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

4.5. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Delaware
without giving effect to the conflicts of law principles thereof, and the
parties consent to the jurisdiction of courts, both state or federal, in
Delaware, with respect to any dispute under this Agreement.

4.6. AMENDMENT. This Agreement may not be amended except pursuant to a writing
signed by the parties hereto and in accordance with the 1940 Act, when
applicable.

4.7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.

4.8. ENTIRE AGREEMENT. This Agreement, including any schedules hereto (each of
which is incorporated herein and made a part hereof by these references),
represents the entire agreement and understanding of the parties hereto, and
shall supersede any prior agreements.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


















                                       4



IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.

THE COMMUNITY DEVELOPMENT FUND,
on behalf of the series of the Trust set forth in Schedule A

/S/ KENNETH H. THOMAS
---------------------
Name: Kenneth H. Thomas
Title: President

COMMUNITY DEVELOPMENT FUND ADVISORS, LLC

/S/ KENNETH H. THOMAS
---------------------
Name: Kenneth H. Thomas
Title: President






























                               SIGNATURE PAGE --
     COMMUNITY DEVELOPMENT FUND ADVISORS, LLC EXPENSE LIMITATION AGREEMENT



                                   SCHEDULE A

                    MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Funds of the Trust:



--------------------------------------------------------------------------------------------
NAME OF FUND                     SHARE CLASS       MAXIMUM ANNUAL      INITIAL TERM END DATE
                                                   OPERATING EXPENSE
                                                   LIMIT
--------------------------------------------------------------------------------------------
                                                              
The Community Development Fund   Class A Shares    1.00%               April 30, 2017
--------------------------------------------------------------------------------------------


























                                      A-1

EX-99.E1

                             DISTRIBUTION AGREEMENT

     THIS AGREEMENT is made and entered into as of this 25TH day of January,
2016 by and between The Community Development Fund, a Delaware statutory trust
(the "Client"), and Foreside Fund Services, LLC, a Delaware limited liability
company (the "Distributor").

     WHEREAS, the Client is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
is authorized to issue shares of beneficial interest ("Shares") in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets;

     WHEREAS, the Client desires to retain the Distributor as principal
underwriter in connection with the offering of the Shares of each series listed
on Exhibit A hereto (as amended from time to time) (each a "Fund" and
collectively the "Funds");

     WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the Financial Industry Regulatory Authority ("FINRA");

     WHEREAS, this Agreement has been approved by a vote of the Client's board
of trustees (the "Board") and its disinterested directors in conformity with
Section 15(c) of the 1940 Act; and

     WHEREAS, the Distributor is willing to act as principal underwriter for the
Client on the terms and conditions hereinafter set forth.

     NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:

1. APPOINTMENT OF DISTRIBUTOR. The Client hereby appoints the Distributor as
its exclusive agent for the sale and distribution of Shares of the Funds, on
the terms and conditions set forth in this Agreement, and the Distributor
hereby accepts such exclusive appointment and agrees to perform the services
and duties set forth in this Agreement.

2. SERVICES AND DUTIES OF THE DISTRIBUTOR.

     A. The Distributor agrees to act as agent of the Client for distribution of
the Shares of the Funds, upon the terms and at the current offering price (plus
sales charge, if any) described in the Prospectus. As used in this Agreement,
the term "Prospectus" shall mean each current prospectus, including the
statement of additional information, as amended or supplemented, relating to any
of the Funds and included in the currently effective registration statement(s)
or post-effective amendment(s) thereto (the "Registration Statement") of the
Client under the Securities Act of 1933 (the "1933 Act") and the 1940 Act.



                                       1



     B. During the continuous public offering of Shares of the Funds, the
Distributor shall use commercially reasonable efforts to distribute the Shares.
All orders for Shares shall be made through financial intermediaries or directly
to the applicable Fund or its designated agent. Such purchase orders shall be
deemed effective at the time and in the manner set forth in the Prospectus. The
Client or its designated agent will confirm orders and subscriptions upon
receipt, will make appropriate book entries and, upon receipt of payment
therefor, will issue the appropriate number of Shares in uncertificated form.

     C. The Distributor shall maintain membership with the NSCC and any other
similar successor organization to sponsor a participant number for the Funds so
as to enable the Shares to be traded through FundSERV. The Distributor shall not
be responsible for any operational matters associated with FundSERV or
Networking transactions.

     D. The Distributor acknowledges and agrees that it is not authorized to
provide any information or make any representations regarding the Funds other
than as contained in the Prospectus and any sales literature and advertising
materials specifically approved by the Client.

     E. The Distributor agrees to review, at the Distributor's own costs (except
for FINRA filing fees which are to be paid by the Client), all proposed
advertising materials and sales literature for compliance with applicable laws
and regulations, and shall file with appropriate regulators those advertising
materials and sales literature it believes are in compliance with such laws and
regulations. The Distributor agrees to furnish to the Client any comments
provided by regulators with respect to such materials.

     F. The Client agrees to redeem or repurchase Shares tendered by
shareholders of the Funds in accordance with the Client's obligations in the
Prospectus and the Registration Statement. The Client reserves the right to
suspend such repurchase right upon written notice to the Distributor.

     G. The Distributor may, in its discretion, and shall, at the request of the
Client, enter into agreements with such qualified broker-dealers and other
financial intermediaries as it may select, in order that such broker-dealers and
other intermediaries also may sell Shares of the Funds. The form of any dealer
agreement shall be approved by the Client. The Distributor shall not be
obligated to make any payments to any broker-dealers, other financial
intermediaries or other third parties, unless (i) The Distributor has received a
corresponding payment from the applicable Fund's plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act ("Plan") and (ii) such corresponding
payment has been approved by the Client's Board. The Distributor shall include
in the forms of agreement with selling broker-dealers a provision for the
forfeiture by them of any sales charge or discount with respect to Shares sold
by them and redeemed, repurchased or tendered for redemption within seven
business days after the date of confirmation of such purchases.

     H. The Distributor shall devote its best efforts to effect sales of Shares
of the Funds but shall not be obligated to sell any certain number of Shares.



                                       2



     I. The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board, including reports regarding the use of 12b-1 payments
received by the Distributor, if any.

     J. The Distributor may enter into agreements ("Subcontracts") with
qualified third parties to carry out some or all of the Distributor's
obligations under this Agreement, with the prior written consent of the Client,
such consent not to be unreasonably withheld; provided that execution of a
Subcontract shall not relieve the Distributor of any of its responsibilities
hereunder.

     K. The services furnished by the Distributor hereunder are not to be deemed
exclusive and the Distributor shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.

     L. Notwithstanding anything herein to the contrary, the Distributor shall
not be required to register as a broker or dealer in any specific jurisdiction
or to maintain its registration in any jurisdiction in which it is now
registered.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CLIENT.

     A. The Client hereby represents and warrants to the Distributor, which
representations and warranties shall be deemed to be continuing throughout the
term of this Agreement, that:

     (i)  it is duly organized and in good standing under the laws of its
          jurisdiction of incorporation/organization and is registered as an
          open-end management investment company under the 1940 Act;

     (ii) this Agreement has been duly authorized, executed and delivered by
          the Client and, when executed and delivered, will constitute a valid
          and legally binding obligation of the Client, enforceable in
          accordance with its terms, subject to bankruptcy, insolvency,
          reorganization, moratorium and other laws of general application
          affecting the rights and remedies of creditors and secured parties;

     (iii) it is conducting its business in compliance in all material respects
          with all applicable laws and regulations, both state and federal, and
          has obtained all regulatory approvals necessary to carry on its
          business as now conducted; there is no statute, rule, regulation,
          order or judgment binding on it and no provision of its charter,
          bylaws/operating agreement or any contract binding it or affecting its
          property which would prohibit its execution or performance of this
          Agreement;

     (iv) the Shares are validly authorized and, when issued in accordance with
          the description in the Prospectus, will be fully paid and
          nonassessable;


                                       3



     (v)  the Registration Statement and Prospectus included therein have been
          prepared in conformity with the requirements of the 1933 Act and the
          1940 Act and the rules and regulations thereunder;

     (vi) the Registration Statement and Prospectus and any advertising
          materials and sales literature prepared by the Client or its agent do
          not and shall not contain any untrue statement of material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, and that all
          statements or information furnished to the Distributor pursuant to
          this Agreement shall be true and correct in all material respects; and

     (vii) the Client owns, possesses, licenses or has other rights to use all
          patents, patent applications, trademarks and service marks, trademark
          and service mark registrations, trade names, copyrights, licenses,
          inventions, trade secrets, technology, know-how and other intellectual
          property (collectively, "Intellectual Property") necessary for or used
          in the conduct of the Client's business and for the offer, issuance,
          distribution and sale of the Fund Shares in accordance with the terms
          of the Prospectus and this Agreement, and such Intellectual Property
          does not and will not breach or infringe the terms of any Intellectual
          Property owned, held or licensed by any third party.

     B. The Client shall take, or cause to be taken, all necessary action to
register the Shares under the federal and all applicable state securities laws
and to maintain an effective Registration Statement for such Shares in order to
permit the sale of Shares as herein contemplated. The Client authorizes the
Distributor to use the Prospectus, in the form furnished to the Distributor from
time to time, in connection with the sale of Shares.

     C. The Client agrees to advise the Distributor promptly in writing:

     (i)  of any material correspondence or other communication by the
          Securities and Exchange Commission ("SEC") or its staff relating to
          the Funds, including requests by the SEC for amendments to the
          Registration Statement or Prospectus;

     (ii) in the event of the issuance by the SEC of any stop-order suspending
          the effectiveness of the Registration Statement then in effect or the
          initiation of any proceeding for that purpose;

     (iii) of the happening of any event which makes untrue any statement of a
          material fact made in the Prospectus or which requires the making of a
          change in such Prospectus in order to make the statements therein not
          misleading;

     (iv) of all actions taken by the SEC with respect to any amendments to any
          Registration Statement or Prospectus which may from time to time be
          filed with the SEC;


                                       4



     (v)  in the event that it determines to suspend the sale of Shares at any
          time in response to conditions in the securities markets or otherwise
          or to suspend the redemption of Shares of any Fund at any time as
          permitted by the 1940 Act or the rules of the SEC; and

     (vi) of the commencement of any litigation or proceedings against the
          Client or any of its officers or directors in connection with the
          issue and sale of any of the Shares.

     D. The Client shall file such reports and other documents as may be
required under applicable federal and state laws and regulations, including
state blue sky laws, and shall notify the Distributor in writing of the states
in which the Shares may be sold and of any changes to such information.

     E. The Client agrees to file from time to time such amendments to its
Registration Statement and Prospectus as may be necessary in order that its
Registration Statement and Prospectus will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

     F. The Client shall fully cooperate in the efforts of the Distributor to
sell and arrange for the sale of Shares. In addition, the Client shall keep the
Distributor fully informed of its affairs and shall provide to the Distributor
from time to time copies of all information, financial statements, and other
papers that the Distributor may reasonably request for use in connection with
the distribution of Shares, including, without limitation, certified copies of
any financial statements prepared for the Client by its independent public
accountants and such reasonable number of copies of the most current Prospectus,
statement of additional information and annual and interim reports to
shareholders as the Distributor may reasonably request. The Client shall forward
a copy of any SEC filings, including the Registration Statement, to the
Distributor within one business day of any such filings or provide notice of
such filing within that period. The Client represents that it will not use or
authorize the use of any advertising or sales material unless and until such
materials have been approved and authorized for use by the Distributor.

     G. The Client shall use its best efforts to provide, and cause each other
agent or service provider to the Client, including the Client's transfer agent
and investment adviser, to provide, to Distributor in a timely and accurate
manner all such information (and in such reasonable medium) that the Distributor
may reasonably request that may be necessary for the Distributor to perform its
duties under this Agreement.

     H. The Client shall not file any amendment to the Registration Statement or
Prospectus that amends any provision therein which pertains to Distributor, the
distribution of the Shares or the applicable sales loads or public offering
price without giving Distributor reasonable advance notice thereof; provided,
however, that nothing contained in this Agreement shall in any way limit the
Client's right to file at any time such amendments to the Registration Statement
or Prospectus, of whatever character, as the Client may deem advisable, such
right being in all respects absolute and unconditional.


                                       5



     I. The Client has adopted policies and procedures pursuant to Title V of
the Gramm-Leach-Bliley Act, as may be modified from time to time. In this
regard, the Client (and relevant agents) shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent the unauthorized
access to or use of, records and information relating to the Client and the
owners of the Shares.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DISTRIBUTOR.

     A. The Distributor hereby represents and warrants to the Client, which
representations and warranties shall be deemed to be continuing throughout the
term of this Agreement, that:

     (i)  it is duly organized and existing under the laws of the jurisdiction
          of its organization, with full power to carry on its business as now
          conducted, to enter into this Agreement and to perform its obligations
          hereunder;

     (ii) this Agreement has been duly authorized, executed and delivered by
          the Distributor and, when executed and delivered, will constitute a
          valid and legally binding obligation of the Distributor, enforceable
          in accordance with its terms, subject to bankruptcy, insolvency,
          reorganization, moratorium and other laws of general application
          affecting the rights and remedies of creditors and secured parties;

     (iii) it is conducting its business in compliance in all material respects
          with all applicable laws and regulations, both state and federal, and
          has obtained all regulatory approvals necessary to carry on its
          business as now conducted; there is no statute, rule, regulation,
          order or judgment binding on it and no provision of its charter,
          operating agreement or any contract binding it or affecting its
          property which would prohibit its execution or performance of this
          Agreement; and

     (iv) it is registered as a broker-dealer under the 1934 Act and is a
          member in good standing of FINRA.

     B. In connection with all matters relating to this Agreement, the
Distributor will comply with the applicable requirements of the 1933 Act, the
1934 Act, the 1940 Act, the regulations of FINRA and all other applicable
federal or state laws and regulations.

     C. The Distributor shall promptly notify the Client of the commencement of
any litigation or proceedings against the Distributor or any of its managers,
officers or directors in connection with the issue and sale of any of the
Shares.

     D. The Distributor shall promptly notify the Client if it ceases to be
registered as a broker-dealer under the 1934 Act or a member in good standing of
FINRA.


                                       6



5. COMPENSATION.

     A. In consideration of The Distributor's services in connection with the
distribution of Shares of each Fund and Class thereof, The Distributor shall
receive the compensation set forth in Exhibit B.

     B. Except as specified in Section 5A, The Distributor shall be entitled to
no compensation or reimbursement of expenses for services provided by The
Distributor pursuant to this Agreement. The Distributor may receive compensation
from Community Development Fund Advisors, LLC ("Adviser") related to its
services hereunder or for additional services all as may be agreed to between
the Adviser and The Distributor.

6. EXPENSES.

     A. The Client shall bear all costs and expenses in connection with
registration of the Shares with the SEC and the applicable states, as well as
all costs and expenses in connection with the offering of the Shares and
communications with shareholders of its Funds, including but not limited to (i)
fees and disbursements of its counsel and independent public accountants; (ii)
costs and expenses of the preparation, filing, printing and mailing of
Registration Statements and Prospectuses and amendments thereto, as well as
related advertising and sales literature, (iii) costs and expenses of the
preparation, printing and mailing of annual and interim reports, proxy materials
and other communications to shareholders of the Funds; and (iv) fees required in
connection with the offer and sale of Shares in such jurisdictions as shall be
selected by the Client pursuant to Section 3(D) hereof.

     B. The Distributor shall bear the expenses of registration or qualification
of the Distributor as a dealer or broker under federal or state laws and the
expenses of continuing such registration or qualification. The Distributor does
not assume responsibility for any expenses not expressly assumed hereunder.

7. INDEMNIFICATION.

     A. The Client shall indemnify, defend and hold the Distributor, its
affiliates and each of their respective members, managers, directors, officers,
employees, representatives and any person who controls or previously controlled
the Distributor within the meaning of Section 15 of the 1933 Act (collectively,
the "Distributor Indemnitees"), free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigating or defending any alleged losses, claims, demands, liabilities,
damages or expenses and any reasonable counsel fees incurred in connection
therewith) (collectively, "Losses") that any Distributor Indemnitee may incur
under the 1933 Act, the 1934 Act, the 1940 Act any other statute (including Blue
Sky laws) or any rule or regulation thereunder, or under common law or
otherwise, arising out of or relating to (i) the Distributor serving as
distributor of the Funds pursuant to this Agreement; (ii) the Client's breach of
any of its obligations, representations, warranties or covenants contained in
this Agreement; (iii) the Client's failure to comply with any applicable
securities laws or regulations; or (iv) any claim that the Registration
Statement, Prospectus, shareholder reports, sales literature and advertising
materials or other information filed or made public by the Client (as from time
to time amended) include or included an untrue


                                       7



statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading under the 1933 Act, or any other statute or the common law any
violation of any rule of FINRA or of the SEC or any other jurisdiction wherein
Shares of the Funds are sold, provided, however, that the Client's obligation
to indemnify any of the Distributor Indemnitees shall not be deemed to cover
any Losses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement, Prospectus,
annual or interim report, or any such advertising materials or sales literature
in reliance upon and in conformity with information relating to the Distributor
and furnished to the Client or its counsel by the Distributor in writing and
acknowledging the purpose of its use.  In no event shall anything contained
herein be so construed as to protect the Distributor against any liability to
the Client or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties under this Agreement or by reason of its reckless
disregard of its obligations under this Agreement.

     The Client's agreement to indemnify the Distributor Indemnitees with
respect to any action is expressly conditioned upon the Client being notified of
such action or claim of loss brought against any Distributor Indemnitee, within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Distributor Indemnitee, unless the failure to give notice does not prejudice the
Client. Such notification shall be given by letter or by telegram addressed to
the Client's President, but the failure so to notify the Client of any such
action shall not relieve the Client from any liability which the Client may have
to the person against whom such action is brought by reason of any such untrue,
or alleged untrue, statement or omission, or alleged omission, otherwise than on
account of the Client's indemnity agreement contained in this Section 7(A).

     B. The Client shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such Losses, but if the Client elects to assume the defense, such
defense shall be conducted by counsel chosen by the Client and approved by the
Distributor, which approval shall not be unreasonably withheld. In the event the
Client elects to assume the defense of any such suit and retain such counsel,
the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of
any additional counsel retained by them provided reasonable advance notice is
given to the Distributor. If the Client does not elect to assume the defense of
any such suit, or in case the Distributor does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Client or, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Client and the Distributor Indemnitee(s),
the Client will reimburse the Distributor Indemnitee(s) in such suit, for the
fees and expenses of any counsel retained by Distributor and them provided
reasonable advance notice is given to the Client. The Client's indemnification
agreement contained in Sections 7(A) and 7(B) shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Distributor Indemnitee(s), and shall survive the delivery of any Shares and the
termination of this Agreement. This agreement of indemnity will inure
exclusively to the Distributor's benefit, to the benefit of each Distributor
Indemnitee.


                                       8



The Client shall advance attorney's fees and other expenses incurred by a
Distributor Indemnitee in defending any claim, demand, action or suit which is
the subject of a claim for indemnification pursuant to this Section 7 to the
maximum extent permissible under applicable law provided reasonable advance
notice is given to the Client.

     C. The Distributor shall indemnify, defend and hold the Client, its
affiliates, and each of their respective directors, officers, employees,
representatives, and any person who controls or previously controlled the Client
within the meaning of Section 15 of the 1933 Act (collectively, the "Client
Indemnitees"), free and harmless from and against any and all Losses that any
Client Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any
other statute (including Blue Sky laws) or any rule or regulation thereunder, or
under common law or otherwise, arising out of or based upon (i) the
Distributor's breach of any of its obligations, representations, warranties or
covenants contained in this Agreement; (ii) the Distributor's failure to comply
with any applicable securities laws or regulations; or (iii) any claim that the
Registration Statement, Prospectus, sales literature and advertising materials
or other information filed or made public by the Client (as from time to time
amended) include or included an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to
make the statements not misleading, insofar as such statement or omission was
made in reliance upon, and in conformity with, information furnished to the
Client by the Distributor in writing. In no event shall anything contained
herein be so construed as to protect the Client against any liability to the
Distributor to which the Client would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties
under this Agreement or by reason of its reckless disregard of its obligations
under this Agreement.

     The Distributor's agreement to indemnify the Client Indemnitees is
expressly conditioned upon the Distributor's being notified of any action or
claim of loss brought against a Client Indemnitee, such notification to be given
by letter or telegram addressed to the Distributor's President, within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Client
Indemnitee, unless the failure to give notice does not prejudice the
Distributor. The failure so to notify the Distributor of any such action shall
not relieve the Distributor from any liability which the Distributor may have to
the person against whom such action is brought by reason of any such untrue, or
alleged untrue, statement or omission, otherwise than on account of the
Distributor's indemnity agreement contained in this Section 7(C).

     D. The Distributor shall be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such Losses, but if the Distributor elects to assume the defense,
such defense shall be conducted by counsel chosen by the Distributor and
approved by the Client Indemnitee, which approval shall not be unreasonably
withheld. In the event the Distributor elects to assume the defense of any such
suit and retain such counsel, the Client Indemnitee(s) in such suit shall bear
the fees and expenses of any additional counsel retained by them provided the
Client is reasonably notified in advance. If the Distributor does not elect to
assume the defense of any such suit, or in case the Client does not, in the
exercise of reasonable judgment, approve of counsel chosen by the Distributor
or, if under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests


                                       9



of both the Distributor and the Client Indemnitee(s), the Distributor will
reimburse the Client Indemnitee(s) in such suit, for the fees and expenses of
any counsel retained by the Client and them provided reasonable advance notice
is provided to the Distributor.  The Distributor's indemnification agreement
contained in Sections 7(D) and (E) shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Client
Indemnitee(s), and shall survive the delivery of any Shares and the termination
of this Agreement.  This Agreement of indemnity will inure exclusively to the
Client's benefit, to the benefit of each Client Indemnitee.

     E. No person shall be obligated to provide indemnification under this
Section 7 if such indemnification would be impermissible under the 1940 Act, the
1933 Act, the 1934 Act or the rules of the FINRA; provided, however, in such
event indemnification shall be provided under this Section 7 to the maximum
extent so permissible.

8. DEALER AGREEMENT INDEMNIFICATION.

     A. Distributor acknowledges and agrees that certain large and significant
broker-dealers, such as (without limitation) Merrill Lynch, UBS and Morgan
Stanley (all such brokers referred to herein as the "Brokers"), require that
Distributor enter into dealer agreements (the "Non-Standard Dealer Agreements")
that contain certain representations, undertakings and indemnification that are
not included in the Standard Dealer Agreement.

     B. To the extent that Distributor is requested or required by the Client to
enter into any Non-Standard Dealer Agreement, the Client shall indemnify, defend
and hold the Distributor Indemnitees free and harmless from and against any and
all Losses that any Distributor Indemnitee may incur arising out of or relating
to (a) The Distributor's actions or failures to act pursuant to any Non-Standard
Dealer Agreement; (b) any representations made by The Distributor in any
Non-Standard Dealer Agreement to the extent that The Distributor is not required
to make such representations in the Standard Dealer Agreement; or (c) any
indemnification provided by The Distributor under a Non-Standard Dealer
Agreement to the extent that such indemnification is beyond the indemnification
The Distributor provides to intermediaries in the Standard Dealer Agreement. In
no event shall anything contained herein be so construed as to protect the
Distributor Indemnitees against any liability to the Client or its shareholders
to which the Distributor Indemnitees would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of
Distributor's obligations or duties under the Non-Standard Dealer Agreement or
by reason of Distributor's reckless disregard of its obligations or duties under
the Non-Standard Dealer Agreement.

9. LIMITATIONS ON DAMAGES. Neither Party shall be liable for any consequential,
special or indirect losses or damages suffered by the other Party, whether or
not the likelihood of such losses or damages was known by the Party.

10. FORCE MAJEURE.  Neither Party shall be liable for losses, delays, failure,
errors, interruption or loss of data occurring directly or indirectly by reason
of circumstances beyond its reasonable control, including, without limitation,
Acts of Nature (including fire, flood, earthquake, storm, hurricane or other
natural disaster); action or inaction of civil or military


                                       10



authority; acts of foreign enemies; war; terrorism; riot; insurrection;
sabotage; epidemics; labor disputes; civil commotion; or interruption, loss or
malfunction of utilities, transportation, computer or communications
capabilities; provided, however, that in each specific case such circumstance
shall be beyond the reasonable control of the party seeking to apply this force
majeure clause.

11. DURATION AND TERMINATION.

     A. This Agreement shall become effective with respect to each Fund listed
on Exhibit A hereof as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Exhibit A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for one year from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect as to each Fund for successive one-year periods, provided such
continuance is specifically approved at least annually by (i) the Client's Board
or (ii) the vote of a majority of the outstanding voting securities of a Fund,
in accordance with Section 15 of the 1940 Act.

     B. Notwithstanding the foregoing, this Agreement may be terminated, without
the payment of any penalty, with respect to a particular Fund (i) through a
failure to renew this Agreement at the end of a term or (ii) upon mutual consent
of the parties. Further, this Agreement may be terminated upon no less than 60
days' written notice, by either the Client through a vote of a majority of the
members of the Board who are not interested persons, as that term is defined in
the 1940 Act, and have no direct or indirect financial interest in the operation
of this Agreement or by vote of a majority of the outstanding voting securities
of a Fund, or by the Distributor.

     C. This Agreement will automatically terminate in the event of its
assignment.

12. ANTI-MONEY LAUNDERING COMPLIANCE.

     A. Each of Distributor and Client acknowledges that it is a financial
institution subject to the USA PATRIOT Act of 2001 and the Bank Secrecy Act
(collectively, the "AML Acts"), which require, among other things, that
financial institutions adopt compliance programs to guard against money
laundering. Each represents and warrants to the other that it is in compliance
with and will continue to comply with the AML Acts and applicable regulations in
all relevant respects.

     B. The Distributor shall include specific contractual provisions regarding
anti-money laundering compliance obligations in agreements entered into by the
Distributor with any broker-dealer or other financial intermediary that is
authorized to effect transactions in Shares of the Funds.

     C. Each of Distributor and Client agrees that it will take such further
steps, and cooperate with the other as may be reasonably necessary, to
facilitate compliance with the AML Acts, including but not limited to the
provision of copies of its written procedures, policies and controls related
thereto ("AML Operations"). Distributor undertakes that it will grant to the



                                       11



Client, the Client's anti-money laundering compliance officer and appropriate
regulatory agencies, reasonable access to copies of Distributor's AML
Operations, and related books and records to the extent they pertain to the
Distributor's services hereunder.  It is expressly understood and agreed that
the Client and the Client's compliance officer shall have no access to any of
Distributor's AML Operations, books or records pertaining to other clients or
services of Distributor.

13. PRIVACY. In accordance with Regulation S-P, the Distributor will not
disclose any non-public personal information, as defined in Regulation S-P,
received from the Client or any Fund regarding any Fund shareholder; provided,
however, that the Distributor may disclose such information to any party as
necessary in the ordinary course of business to carry out the purposes for
which such information was disclosed to the Distributor. The Distributor shall
have in place and maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and integrity of,
and to prevent unauthorized access to or use of, records and information
relating to consumers and customers of the Funds.

     The Client represents to the Distributor that it has adopted a Statement of
its privacy policies and practices as required by Securities and Exchange
Commission Regulation S-P and agrees to provide to the Distributor a copy of
that statement annually. The Distributor agrees to use reasonable precautions to
protect, and prevent the unintentional disclosure of, such non-public personal
information.

14. CONFIDENTIALITY. During the term of this Agreement, the Distributor and the
Client may have access to confidential information relating to such matters as
either party's business, trade secrets, systems, procedures, manuals, products,
contracts, personnel, and clients.  As used in this Agreement, "Confidential
Information" means information belonging to the Distributor or the Client which
is of value to such party and the disclosure of which could result in a
competitive or other disadvantage to either party, including, without
limitation, financial information, business practices and policies, know-how,
trade secrets, market or sales information or plans, customer lists, business
plans, and all provisions of this Agreement. Confidential Information does not
include: (i) information that was known to the receiving Party before receipt
thereof from or on behalf of the Disclosing Party; (ii) information that is
disclosed to the Receiving Party by a third person who has a right to make such
disclosure without any obligation of confidentiality to the Party seeking to
enforce its rights under this Section; (iii) information that is or becomes
generally known in the trade without violation of this Agreement by the
Receiving Party; or (iv) information that is independently developed by the
Receiving Party or its employees or affiliates without reference to the
Disclosing Party's information.

     Each party will protect the other's Confidential Information with at least
the same degree of care it uses with respect to its own Confidential
Information, and will not use the other party's Confidential Information other
than in connection with its obligations hereunder. Notwithstanding the
foregoing, a party may disclose the other's Confidential Information if (i)
required by law, regulation or legal process or if requested by any Agency; (ii)
it is advised by counsel that it may incur liability for failure to make such
disclosure; (iii) requested to by the other party; provided that in the event of
(i) or (ii) the disclosing party shall give the other party


                                       12



reasonable prior notice of such disclosure to the extent reasonably practicable
and cooperate with the other party (at such other party's expense) in any
efforts to prevent such disclosure.

15. NOTICES. Any notice required or permitted to be given by any party to the
others shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service or 3 days after sent by registered
or certified mail, postage prepaid, return receipt requested or on the date
sent and confirmed received by facsimile transmission to the other party's
address as set forth below:

Notices to the Distributor shall be sent to:

Foreside Fund Services, LLC
Attn: Legal Department
Three Canal Plaza, Suite 100
Portland, Maine 04101
Fax: (207) 553-7151

Notices to the Client shall be sent to:

The Community Development Fund
Attn: Kenneth H. Thomas, Ph.D.
6255 Chapman Field Drive
Miami, Florida 33156
Fax: (305) 665-2203

16. MODIFICATIONS.  The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by the Distributor and the Client.  If required under the
1940 Act, any such amendment must be approved by the Client's Board, including
a majority of the Client's Board who are not interested persons, as such term
is defined in the 1940 Act, of any party to this Agreement, by vote cast in
person at a meeting for the purpose of voting on such amendment.

17. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Delaware, without regard to the conflicts of law
principles thereof.

18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the Parties hereto and supersedes all prior communications, understandings and
agreements relating to the subject matter hereof, whether oral or written.

19. SURVIVAL.  The provisions of Sections 5, 6, 7, 8, 13 and 14 of this
Agreement shall survive any termination of this Agreement.

20. MISCELLANEOUS.  The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.  Any provision of this
Agreement which may be determined by competent authority to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without


                                       13



invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors.

21. COUNTERPARTS. This Agreement may be executed by the Parties hereto in any
number of counterparts, and all of the counterparts taken together shall be
deemed to constitute one and the same document.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.

                                   FORESIDE FUND SERVICES, LLC


                                   By: /S/ MARK FAIRBANKS
                                      -------------------
                                   Mark Fairbanks, Vice President


                                   THE COMMUNITY DEVELOPMENT
                                   FUND

                                   By: /S/ KENNETH H. THOMAS
                                      ----------------------
                                   Kenneth H. Thomas, Ph.D., President














                                       14



                                   EXHIBIT A

                                   FUND NAMES

                         The Community Development Fund



































                                       15



                                   EXHIBIT B

                                  COMPENSATION

SALES LOADS*:

1. With respect to Class A Shares (i) that part of the sales charge which is
retained by the Distributor after reallowance of discounts to dealers as set
forth, if required, in the Registration Statement, including the Prospectus,
filed with the SEC and in effect at the time of the offering, as amended.

2. With respect to Class I Shares, if any, the Distributor shall not be
entitled to any compensation.

4. With respect to any future Class of Shares, the Distributor shall be
entitled to such consideration as the Fund and the Distributor shall agree at
the time such Class of Shares is established.

*ALL SALES LOADS RECEIVED BY THE DISTRIBUTOR SHALL BE HELD TO BE USED SOLELY
FOR DISTRIBUTION-RELATED EXPENSES AND SHALL NOT BE RETAINED AS PROFIT.

12B-1 PAYMENTS:

     At the time of the execution of this Distribution Agreement, the Client
will provide the Distributor with all plans of distribution under Rule 12b-1
under the 1940 Act approved by the Funds and in effect (collectively, the
"Distribution Plan"). If the Funds have a Board approved Distribution Plan that
authorizes them to compensate and reimburse the Distributor for distribution
services, then the Funds shall be responsible for all compensation and
reimbursements pursuant to this Agreement, or such portions thereof as are
authorized under the Distribution Plan.

















                                       16

EX-99.E2

                        DISTRIBUTION SERVICES AGREEMENT

     THIS AGREEMENT made this 25TH day of January, 2016, by and between
Community Development Fund Advisors, LLC (the "Adviser"), and Foreside Fund
Services, LLC a Delaware limited liability company (the "Distributor").

     WHEREAS, pursuant to a distribution agreement by and between the
Distributor and The Community Development Fund, a Delaware statutory trust (the
"Trust") dated as of 1-25-16 (the "Distribution Agreement"), the
Distributor acts as the principal underwriter and distributor of shares of
certain series (the "Funds") of the Trust, as listed in Exhibit A to the
Distribution Agreement;

     WHEREAS, the Adviser serves as investment adviser for the Funds, open-end
investment companies registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940, as amended (the " 1940 Act");
and

     WHEREAS, in consideration of Distributor's agreement to provide certain
distribution services as described in the Distribution Agreement, the Adviser
has agreed to compensate the Distributor to the extent that the Funds are not
authorized to so compensate the Distributor.

     NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration the receipt of which
is hereby acknowledged, the Adviser and the Distributor hereby agree as follows:

1. SERVICES.

     Distributor will provide the Funds and the Adviser with the distribution
support services set forth in the Distribution Agreement, which is attached
hereto as Exhibit A.

2. COMPENSATION AND EXPENSES.

The Distributor shall be entitled to receive the compensation set forth in
Exhibit B.

3. TERM AND TERMINATION.

     (a) This Agreement will become effective upon the date first set forth
above, will continue in effect throughout the term of the Distribution
Agreement, which is one (1) year, and will terminate automatically upon any
termination of the Distribution Agreement; provided, however, that,
notwithstanding such termination of the Distribution Agreement, the Adviser will
continue to pay to Distributor all fees to which Distributor is entitled
pursuant to the Distribution Agreement for services performed through such
termination date.

     This Agreement may be terminated without penalty by the Adviser upon 60
days' written notice provided that prior to or on such termination date, the
Adviser pay to Distributor all compensation due as of such termination date.




4. RIGHTS AND OBLIGATIONS OF THE ADVISER AND THE DISTRIBUTOR.

     The Adviser shall be responsible for the accuracy and completeness of
information concerning its organization and sales channels that the Adviser
furnishes to the Distributor in connection with the Distributor's provision of
services pursuant to the Distribution Agreement.

5. REPRESENTATIONS AND WARRANTIES.

     (a) The Adviser represents and warrants the following:

          (i) this Agreement has been duly authorized by the Adviser and, when
     executed and delivered, will constitute a legal, valid and binding
     obligation of the Adviser, enforceable against it in accordance with its
     terms subject to bankruptcy, insolvency, reorganizations, moratorium and
     other laws of general application affecting the rights and remedies of
     creditors and secured parties;

          (ii) the contractual advisory fees that the Adviser charges the Trust
     do not contain any component for the purpose of paying for fund
     distribution; and

          (iii) the Adviser will pay, or cause one of its affiliates to pay, to
     financial intermediaries, or will reimburse the Distributor in advance in
     full for the payment to financial intermediaries of, any and all upfront
     commissions on sales of Shares as set forth in the Registration Statement,
     including the Prospectus, filed with the SEC and in effect at the time of
     sale of such Shares; and

          (iv) this Agreement has been disclosed to the Board of Trustees of the
     Funds (the "Board"), and the Adviser has provided all such information to
     the Board as may be appropriate (or as has been requested by the Board) in
     connection with the Board's review or approval of the arrangements
     contemplated hereunder, including amounts expended by the Adviser
     hereunder.

     (b) The Distributor represents and warrants the following:

          (i) it is a duly registered broker-dealer in good standing with FINRA,
     and shall immediately notify the Adviser should the foregoing no longer be
     true during the term of this Agreement;

          (ii) it is in material compliance with all laws, rules and regulations
     applicable to it, including but not limited to the rules and regulations
     promulgated by FINRA;

          (iii) this Agreement has been duly authorized by the Distributor and,
     when executed and delivered, will constitute a legal, valid and binding
     obligation of the Distributor, enforceable against the Distributor in
     accordance with its terms subject to bankruptcy, insolvency,
     reorganizations, moratorium and other laws of general application affecting
     the rights and remedies of creditors and secured parties.


                                     - 2 -



6. CONFIDENTIALITY.

     During the term of this Agreement, the Distributor and the Adviser may have
access to confidential information relating to matters such as either party's
business, procedures, personnel, and clients. As used in this Agreement,
"Confidential Information" means information belonging to the Distributor or the
Adviser which is of value to such party and the disclosure of which could result
in a competitive or other disadvantage to the non-disclosing party, including,
without limitation, financial information, business practices and policies,
knowhow, trade secrets, market or sales information or plans, customer lists,
business plans, and all provisions of this Agreement. Confidential Information
includes information developed by either party in the course of engaging in the
activities provided for in this Agreement, unless: (i) the information is or
becomes publicly known without breach of this Agreement, (ii) the information is
disclosed to the other party by a third party not under an obligation
confidentiality to the party whose Confidential Information is at issue of which
the party receiving the information should reasonably be aware, or (iii) the
information is independently developed by a party without reference to the
other's Confidential Information. Each party will protect the other's
Confidential Information with at least the same degree of care it uses with
respect to its own Confidential Information, and will not use the other party's
Confidential Information other than in connection with its duties and
obligations hereunder. Notwithstanding the foregoing, a party may disclose the
other's Confidential Information if (i) required by law, regulation or legal
process or if requested by any regulatory agency with jurisdiction over the
Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may
incur liability for failure to make such disclosure as long as Adviser has been
reasonably notified in advance; or (iii) requested to by the other party;
provided that in the event of (i) or (ii) the disclosing party shall give the
other party reasonable prior notice of such disclosure to the extent reasonably
practicable and shall reasonably cooperate with the other party (at such other
party's expense) in any efforts to prevent such disclosure.

     In the event of any unauthorized use or disclosure by a party of any
Confidential Information of the other party, the disclosing party shall promptly
(i) notify the other party of the unauthorized use or disclosure; (ii) take all
reasonable actions to limit the adverse effect on the other party of such
unauthorized use or disclosure; and (iii) take all reasonable action to protect
against a recurrence of the unauthorized use or disclosure.

7. LIMITATION OF LIABILITY; INDEMNIFICATION.


     The Distributor shall not be liable to the Adviser or the Funds for any
action taken or omitted by it in the absence of bad faith, willful misfeasance,
gross negligence or reckless disregard by it (or its agents or employees) of its
obligations and duties under this Agreement or the Distribution Agreement. The
Adviser shall indemnify and hold harmless the Distributor, its affiliates and
each of their respective employees, agents, directors and officers from and
against, any and all claims, demands, actions and suits, and from and against
any and all judgments, liabilities, losses, damages, costs, charges and
reasonable counsel fees incurred in connection therewith (collectively,
"Losses") arising out of or related to the arrangement contemplated under this
Agreement and/or the Distribution Agreement, except to the extent that Losses
result from the Distributor's bad faith, willful misfeasance, or gross
negligence or its reckless disregard of its express obligations and duties
hereunder and/or under the Distribution Agreement.


                                     - 3 -



     The Adviser shall not be liable to the Distributor for any action taken or
omitted by it in the absence of bad faith, willful misfeasance, gross negligence
or reckless disregard by it (or its agents or employees) of its obligations and
duties under this Agreement. The Distributor shall indemnify and hold harmless
the Adviser, its affiliates and each of their respective employees, agents,
directors and officers from and against, any and all Losses arising out of or
related to the arrangement contemplated under this Agreement, except to the
extent that Losses result from the Adviser's bad faith, willful misfeasance, or
gross negligence or its reckless disregard of its express obligations and duties
hereunder.

8. NOTICES.

     Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Adviser, to it at 6255 Chapman Field Drive,
Miami, Florida 33156, Attention: President and if to Distributor, to it at Three
Canal Plaza, Suite 100, Portland, Maine 04101, Attention: Legal Department, or
at such other address as such party may from time to time specify in writing to
the other party pursuant to this Section.

9. ASSIGNMENT.

     This Agreement and the rights and duties hereunder shall not be assignable
with respect to a Fund by either of the parties hereto except by the specific
written consent of the other party. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.

10. GOVERNING LAW.

     This Agreement shall be governed by, and interpreted in accordance with,
the laws of the State of Delaware.

11. MISCELLANEOUS.

     (a) Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

     (b) This Agreement constitutes the complete agreement of the parties hereto
as to the subject matter covered by this Agreement, and supersedes all prior
negotiations, understandings and agreements bearing upon the subject matter
covered by this Agreement.

     (c) If any part, term or provision of this Agreement is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if this Agreement
did not contain such part, term or provision.

     (d) This Agreement may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.


                                     - 4 -



     (e) No amendment to this Agreement shall be valid unless made in writing
and executed by both parties hereto.

     (f) Invoices for fees and expenses due to Distributor hereunder and as set
forth in Exhibit B hereto shall be sent by Distributor to the address furnished
below unless and until changed by Adviser (Adviser to provide reasonable advance
notice of any change of billing address to Distributor):

Kenneth H. Thomas, Ph.D.
Community Development Fund Advisors, LLC
6255 Chapman Field Drive
Miami, FL 33156
Phone: 305-663-0100
Email: Ken@CommunityDevelopmentFund.com

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

COMMUNITY DEVELOPMENT FUND                     FORESIDE FUND SERVICES, LLC
ADVISORS, LLC

By: /S/ KENNETH H. THOMAS, PH.D.               BY: /S/ MARK FAIRBANKS
    ----------------------------               ----------------------
    Kenneth H. Thomas, Ph.D., President        Mark Fairbanks, Vice President












                                     - 5 -



                                   EXHIBIT A

                             DISTRIBUTION AGREEMENT


































                                     - 6 -



                                   EXHIBIT B

                                  COMPENSATION

DISTRIBUTION SERVICES FEES

     [REDACTED]






































                                     - 7 -

EX-99.G

                               CUSTODY AGREEMENT

This AGREEMENT made as of January 22, 2016, by and between UMB BANK N.A., as
Custodian a national banking association organized under the laws of the United
States ("Custodian") and THE COMMUNITY DEVELOPMENT FUND ("Customer") a
statutory trust organized under the laws of the State of Delaware. In
consideration of the premises, undertaking AND COVENANTS HERein, the parties
agree as follows:

1. Appointment and Acceptance. Customer hereby appoints Custodian as its agent
to provide custody and other services in connection with cash, securities and
other property delivered from time to time to Custodian hereunder by, or at the
direction of, Customer, and income, distributions and payments received by
Custodian with respect thereto (collectively the "Assets"); and Custodian
hereby agrees to act in such capacity, and perform such services, and hold the
Assets in a custody account established in the name of Customer (the
"Account"), upon the terms and conditions set forth below. For purposes of this
Agreement, all references contained herein to actions, directions and
responsibilities (other than the obligations set forth in Sections 12 and 14
below) of Customer shall include, apply to and be binding upon the Customer's
agents, including any investment manager or advisor, appointed and authorized
by Customer to direct Custodian or otherwise take actions on behalf of Customer
in connection with Custodian's services and responsibilities hereunder.
Customer shall provide written notice to Custodian of the identity of all such
appointed agents and the scope of their authority to act hereunder. Customer
shall be responsible for providing to each such agent a copy of this Agreement
and all written policies and procedures of Custodian governing its performance
of services hereunder that Customer shall receive from time to time. In the
event that Customer requires Custodian to establish one or more "sub-Accounts"
under this Agreement, Customer shall identify such sub-Accounts on a separate
Exhibit A attached hereto, and which may be amended from time to time. In such
event, Customer shall deposit or direct the transfer of Assets to or among the
separate sub-Accounts. Further, for such situations, the term "Account" as used
in this Agreement shall refer to one or all of the sub-Accounts established by
Customer, as the context of this Agreement shall require.

2. Asset Delivery, Transfer, Custody and Safekeeping.

2.1. Customer will from time to time deliver (or cause to be delivered) Assets
to Custodian, which Custodian shall receive and accept for the Account upon
appropriate directions from the Customer. All transactions involving Assets
shall be recorded in the Account.

2.2. Upon receipt of appropriate directions, Custodian will release and return
Assets to Customer, Customer's Depository (as that term is defined in Section
3.3 below) account or accounts, or otherwise deliver Assets to such location or
third party, as such directions may indicate, provided that, in connection
therewith it is the sole responsibility of Customer to provide any transfer
documentation as may be required by the Depository or third party recipient.
Custodian shall have no power or authority to assign, hypothecate, pledge or
otherwise dispose of any Assets, except as provided herein or pursuant to
appropriate directions.


                                       1



2.3. Custodian shall follow Customer's or Customer's designated agent's, as
applicable, written directions with respect thereto consistent with Custodian's
governing policies and procedures and in the absence of such directions
Custodian shall take no action.

2.5. Absent specific investment directions to the contrary from Customer,
Custodian is hereby authorized and directed by Customer to hold all cash and
all checks and drafts (when collected funds are received) in __________________
Customer acknowledges receipt of the current prospectus for the applicable,
designated money market fund to be held in this Account. Mutual funds are not
guaranteed by, or deposits of, any bank including UMB Bank, N.A., nor are such
funds insured by the FDIC or any other agency. Investments in mutual funds
involve risks, including the possible loss of principal. This authorization and
direction shall continue in effect with respect to the designated fund should
the fund be merged with or into another money market fund. The Custodian shall
be entitled to sell or redeem any such investment as necessary to make any
distributions required under this Agreement and shall not be liable or
responsible for any loss resulting from any such sale or redemption.

2.6. Customer hereby authorizes and approves Custodian's performance of its
services and duties hereunder consistent with the terms and conditions of the
Custodian's duly adopted policies and procedures, as established and modified
from time to time, related to the subject matter hereof.

3. Powers of Custodian. In the performance of its duties hereunder, Custodian
shall have the following powers:

3.1. To register any of the Assets in the name of Customer or in the
Custodian's name or in the name of a nominee of Custodian or in the name of the
Custodian's agent bank or to hold any of the Assets in unregistered form or in
such form as will pass title by delivery, provided that such Assets shall at
all times be recorded in Customer's Account hereunder as one of the Assets. In
consideration of Custodian's registration of any securities or other property
in the name of Custodian or its nominee or agent, Customer agrees to pay on
demand to Custodian or to Custodian's nominee or agent the amount of any loss
or liability for Stockholders' assessments, or otherwise, claimed or asserted
against Custodian or Custodian's nominee or agent by reason of such
registration.

3.2. To make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any or all other instruments that may be necessary
or appropriate to carry out the duties described and powers granted herein.

3.3. To employ agents and to delegate duties to them as it sees fit and to
employ or consult with experts, advisors and legal counsel (who may be employed
also by Customer) and to rely on information and advice received from such
agents, experts, advisors, and legal counsel.

3.4. To perform any and all other ministerial acts deemed by Custodian
necessary or appropriate to the proper discharge of its duties hereunder.

4. Purchases. Upon availability of sufficient funds and receipt of appropriate
directions from Customer, Custodian shall pay for and receive Assets purchased
for the Account, payment for which is to be made in the amount specified in such
instructions and only upon receipt by Custodian of the Assets in satisfactory
form for transfer.


                                       2



5. Sales. Upon receipt of appropriate directions from Customer, Custodian will
deliver Assets held by it as Custodian hereunder and sold by or for Customer
against payment to Custodian of the amount specified in such directions in
accordance with the then current securities industry practices and in form
satisfactory to Custodian. Customer acknowledges that the current securities
industry practice is delivery versus payment on delivery date. Custodian agrees
to use its best efforts to obtain payment therefore during the same business
day, but Customer confirms its sole assumption of all risks of payment for such
deliveries. Custodian may accept checks, whether certified or not, in payment
for securities delivered on Customer's direction, and Customer assumes sole
responsibility for the risks of collectability of such checks.

6. Settlements.

6.1. Custodian shall provide Customer with settlement of all purchases and
sales of Assets in accordance with Custodian's then prevailing settlement
policies provided that (a) appropriate directions for purchases and sales are
received by Custodian in accordance with Custodian's then current published
instruction deadline schedule, and (b) Custodian has all other information,
funds and/or Assets necessary to complete the transaction.

6.2. The Custodian shall not be liable or responsible for or on account of any
act or omission of any broker or other agent designated by Customer to purchase
or sell securities for the Account of Customer.

7. Corporate Actions. In connection with any mandatory conversion of Asset
securities pursuant to their terms, reorganization, recapitalization,
redemption in kind, consolidation, or other exchange transaction that does not
require or permit approval by the owner of the affected Assets, Custodian will
tender or exchange securities held for other securities, for other securities
and cash, or for cash alone.

8. Collections. Custodian shall collect all income, principal and other
distributions due and payable on securities held either by Custodian or a
Depository but shall be under no obligation or duty to take action to effect
collection of any amount if the Assets upon which such payment is due are in
default, or if payment is refused after due demand and presentation. Custodian
shall have no responsibility to notify Customer in the event of such default or
refusal to pay, but if Custodian receives notice of default or refusal to pay
from an issuer or transfer agent, Custodian shall so advise Customer.
Collections of monies in foreign currency, to the extent possible, are to be
converted into United States dollars at customary rates through customary
banking channels, including Custodian's own banking facilities, and in
accordance with Custodian's prevailing policies for foreign funds repatriation.
All risk and expense incident to such foreign collection and conversion is the
responsibility of the Account and Custodian shall have no responsibility for
fluctuations in exchange rates affecting such collections or conversion.

9. No Discretionary Authority; Standard of Care. Customer and Custodian
acknowledge that, except to the extent set forth in any separate instrument
signed by the parties with respect to this Agreement, Custodian's duties
hereunder do not include any discretionary authority, control or responsibility
with respect to the management or disposition of any Asset; that Custodian has


                                       3



no authority or responsibility to render investment advice with respect to any
Asset; and that Custodian is not a fiduciary with respect to Customer. In
addition, it is agreed that:

9.1. Custodian shall have no duty to make any evaluation or to advise anyone of
the suitability or propriety of action or proposed action of Customer in any
particular transaction involving an Asset or the suitability or propriety of
retaining any particular investment as an Asset. The Custodian shall have no
duty or authority to review, question, approve or make inquiries as to any
investment instructions given pursuant hereto. The Custodian shall be under no
duty or obligation to review the securities or other property held in the
Account with respect to prudence or diversification.

9.2. Custodian shall not be liable for any loss or diminution of Assets by
reason of investment experience or for its actions taken in reliance upon a
direction or other instruction from Customer.

9.3. Custodian shall have no duty or responsibility to monitor or otherwise
investigate the actions or omissions of Customer.

9.4 . Custodian shall only be responsible for the performance of such duties as
are expressly set forth herein or in directions or other instructions of
Customer which are not contrary to the provisions of this Agreement. Custodian
shall exercise reasonable care in the performance of its services hereunder. In
no event shall Custodian be liable for indirect or consequential damages.

9.5. Custodian shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by directions or other instructions, actions or
omissions of Customer or by circumstances beyond Custodian's reasonable
control, including, without limitation, loss of malfunctions of utility,
transportation, computer (hardware and software) or communication service; nor
shall any such failure or delay give Customer the right to terminate this
Agreement, except as provided in section 15 of this Agreement.

9.6. The Custodian is not responsible or liable in any manner for the
sufficiency, correctness, genuineness or validity of this Custody Agreement or
with respect to the form of execution of the same.

9.7. The Custodian shall not be liable for anything which it may do or refrain
from doing in connection herewith, except for liability resulting from its own
gross negligence or willful misconduct. Custodian may consult legal counsel in
the event of any dispute or question as to the construction of any provisions
hereof or its duties hereunder, and it shall incur no liability and shall be
fully protected in acting in accordance with the advice of such counsel.

10. Books, Records and Accounts.

10.1. Custodian will make and maintain proper books of account and complete
records of all Assets and transactions in the Account maintained by Custodian
hereunder on behalf of Customer.

10.2. On at least four (4) business days' notice, Custodian will make available
to and permit inspection during Custodian's regular business hours by Customer
and its auditors of all books, records, and accounts retained by Custodian (or,
to the extent practicable, its agents) in connection with its duties hereunder
on behalf of Customer.


                                       4



11. Instructions and Directions.

11.1. Custodian shall be deemed to have received appropriate "instructions" or
"directions" upon receipt of written instructions or directions, (a) signed or
given by any person(s) whose name(s) and signature(s) are listed on the most
recent certificate delivered by Customer to Custodian which lists those persons
authorized to give orders, corrections and instructions in the name of and on
behalf of the Customer or (b) signed or given by any other person(s) duly
authorized by Customer to give instructions or directions to Custodian
hereunder or whom Custodian reasonably believes to be so authorized (such as an
investment adviser or other agent designated by Customer, for example).

11.2. Appropriate instructions or directions shall include instructions or
directions sent to Custodian or its agent by letter, memorandum,
facsimile(confirmed receipt by phone) or internet e-mail. Customer assumes full
responsibility for the security of electronically transmitted communications,
whether sent by Customer or Custodian.

11.3. In the event that Custodian is directed to deliver Assets to any party
other than Customer or Customer's agent, appropriate directions shall include,
and Customer shall supply, customary transfer documentation as required by such
party, and, to the extent that such documentation has not been supplied,
Custodian shall not be deemed to have received appropriate directions.

12. Compensation; Custodian shall be entitled to fees and expenses for its
regular services as Custodian as set forth in Exhibit [A]. Additionally,
Custodian is entitled to fees for extraordinary services and reimbursement of
any out of pocket and extraordinary costs and expenses. Custodian shall have a
first lien upon all funds held hereunder for the purposes of paying its fees
and expenses. Provided that such additional fees or costs or expenses are
reasonable, non-allocated items billed at cost and directly related to the
provision of Custodial services to the Customer All such additional fees or
costs or expenses shall not be above $250 individually or $2,000 in the
aggregate per year, unless approved in advance by Customer in writing
(including email). Amounts payable by the Fund under and pursuant to this
Section 12 shall be payable by wire transfer to the Custodian.

13. Customer Responsibility. Customer shall be responsible for the review of
all reports, accountings and other statements provided thereto by the
Custodian, and shall within ninety (90) days following receipt thereof notify
the Custodian of any mistakes, defects or irregularities contained or
identified therein, after which time all such matters shall be presumed to be
ratified, approved and correct and shall not provide any basis for claim or
liability against the Custodian.

14. Indemnification. Customer hereby agrees to indemnify Custodian and its
controlling person, officers, directors, employees and agents (each an
"Indemnified Party") and hold each Indemnified Party harmless from and against
any cost, losses, claims, liabilities, fines, penalties, damages and expenses
(including reasonable attorneys' and accountants' fees (collectively, a


                                       5



"Claim") arising out of (I) Customer's actions or omissions or (ii) Custodian's
action taken or omitted hereunder in reliance upon Customer's instructions, or
upon any information, order, indenture, stock certificate, power of attorney,
assignment, affidavit or other instrument delivered hereunder to Custodian,
reasonably believed by Custodian to be genuine or bearing the signature of a
person or persons authorized by Customer to sign, countersign or execute the
same; provided, that Customer shall not indemnify an Indemnified Party for any
Claim arising from the Indemnified Party's judicially determined willful
misfeasance, bad faith or negligence in the performance of its duties under
this Agreement.

15. Termination.

15.1. Either party may terminate this Agreement at any time for any reason by
giving the other party sixty (60) days written notice (including e-mail) at any
time without any payment of any penalty by either party. This Agreement will
have a term of two (2) years.

15.2. Upon termination of this Agreement, Custodian shall follow such
reasonable Customer instructions concerning the transfer of Assets' custody and
records; provided, that (a) Custodian shall have no liability for shipping and
insurance costs associated therewith; (b) Custodian shall not be required to
make any such delivery or payment until full payment shall have been made by
Customer of all liabilities constituting a charge on or against Custodian and
until full payment shall have been made to Custodian of all its compensation,
costs, including special termination costs, if any, and expenses hereunder;
Custodian shall provide reasonable advance notice to Customer for any such
costs or expenses; and (c) Custodian shall have been reimbursed for any
advances of monies or securities made hereunder to Customer. If any Assets
remain in the Account, Customer acknowledges and agrees that Custodian may
designate Customer as successor Custodian hereunder and deliver the same
directly to Customer.

15.3. Upon termination of this Agreement, all obligations of the parties to
each other hereunder shall cease, except that all indemnification provisions
herein shall survive with respect to any Claims arising from events prior to
such termination.

16. Binding Obligations. Customer and Custodian each hereby represent that this
Agreement constitutes its legal, valid and binding obligation enforceable in
accordance with the terms hereof; subject, as to enforcement of remedies, to
applicable bankruptcy and insolvency laws, and to general principles of
equity.

17. General Provisions.

17.1. Notice. Except as provided in paragraph 11 above, any notice or other
communication under this Agreement shall be in writing and shall be considered
given when delivered by certified mail, return receipt requested, to the
parties at the addresses set forth on the execution page hereof (or at such
other address as a party may specify by notice to other). Notice shall be
effective upon receipt if by mail, or on the date of personal delivery (by
private messenger, courier service or otherwise) or telex or facsimile,
whichever occurs first, to the addressed indicated below. The below addresses
and individuals may be changed at any time by an instrument in writing executed
by the party giving same and given to the other party, in accordance with the
procedure set forth above.


                                       6



17.2. No Tax Responsibility. Notwithstanding any other terms or conditions
contained herein, Custodian shall not be responsible for, and Customer does
hereby waive all duties or functions of Custodian (imposed by law or otherwise)
relating to, the withholding and government deposit of any and all taxes, or
amounts with respect thereto, that may be incurred or payable in connection
with the Account established hereunder, income or gain realized on Assets held
therein or transactions undertaken with respect thereto. Except as required by
law in such manner that cannot be delegated to or assumed by Customer,
Custodian shall have no responsibility to undertake any federal, state, or
local tax reporting in connection with Assets, the Account or transactions
therein.

17.3. Complete Agreement; Modification. This Agreement contains a complete
statement of all the arrangements between the parties with respect to its
subject matter, supersedes all existing agreement(s) between them concerning
the subject, and cannot be amended or modified in any manner except by a
written agreement executed by both parties. Notwithstanding the foregoing, if
at any time Custodian is holding assets or property of Customer pursuant to any
other custodial, pledge or other agency agreement with Customer (or which
Customer has acknowledged in instructions to Custodian) and one or more third
parities that involves Custodian's duties or obligations to a third party
(which may be affiliates to Custodian) with respect to Assets, the terms and
requirements of the other agreement(s) concerning such Assets shall supersede
and control the provisions and duties set forth herein.

17.4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri applicable to agreements made
and to be performed in Missouri.

17.5. Assignment. No party may assign any of its rights hereunder without the
consent of the other, which consent shall not be unreasonably withheld. The
foregoing consent requirement does not apply if either party shall merge or
consolidate with or sell substantially all of its assets to another
corporation, provided that such other corporation shall assume without
qualification or limitation all obligations of that party hereunder either by
operation of law or by contract.

17.6. Separability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstances, it shall nevertheless
remain applicable to all other persons and circumstances.

17.7. No Third Party Rights. In performing its services hereunder, Custodian is
acting solely on behalf of Customer. No agency, contractual or service
relationship shall be deemed to be established hereby between Custodian and any
other persons except as specified by the documentation required in Section
11.1.

17.8. Counterparts and Duplicates. This Agreement may be executed in any number
of counterparts, each of which shall be considered an original, but all of
which together shall constitute the same instrument. This Agreement and any
administrative form under the Agreement may be proved either by a signed
original or by a reproduced copy thereof (including, not by way of limitation,
a microfiche copy or an electronic file copy).

17.9. Customer's Agent -- Shareholder Rights. Should Customer require that a
designated agent for the Account, such as an investment advisor, be responsible
for proxy voting and other special


                                       7



matters and shareholder rights as specified in Section 2.4, above, the Customer
shall provide the name and address of that agent below. Such agent shall be
removed upon Custodian's receipt of a written removal from Customer. Customer
may designate more than one agent to be responsible for separate sub-Accounts
or investment accounts under this Agreement by providing a clear, written
designation to that effect to Custodian. The Custodian may not be designated
below unless it has separately agreed in writing to act as investment advisor
for the Account.

17.10. Patriot Act Compliance. In order to comply with provisions of the USA
Patriot Act of 2001, as amended from time to time, the Custodian may require
the Selling Shareholder to provide the Custodian with certain information
and/or documentation to verify, confirm and record identification of persons or
entities who are parties to this agreement.

     DESIGNATED AGENT: UMB FUND SERVICES

     Address:           1010 Grand Avenue, Kansas City MO 64106
     Telephone Number: (816) 860-5960

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representative as of the date and year first
above written.

CUSTOMER:                                   UMB BANK, N.A.

BY: /S/ KENNETH H. THOMAS                   /S/ ELIZABETH EWERT
   ----------------------                   --------------------------
BY:
   ----------------------                   --------------------------

TITLE: PRESIDENT                            SR. VICE PRESIDENT
       ---------                            --------------------------
TITLE:
      --------------------------

Customer Address:                           Custodian Address:
The Community Development Fund              UMB Bank, N.A.
6255 Chapman Field Drive                    1010 Grand Avenue
Miami, FL 33156                             Kansas City, MO 64106







                                       8



                                   EXHIBIT A

                                   [REDACTED]

EX-99.H1

                                                             SEI New ways,
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                            ADMINISTRATION AGREEMENT

     THIS ADMINISTRATION AGREEMENT (this "AGREEMENT") is made as of the 15(th)
day of January, 2016 (the "EFFECTIVE DATE"), by and between The Community
Development Fund, a Delaware trust (the "TRUST"), and SEI Investments Global
Funds Services, a statutory trust formed under the laws of the State of Delaware
(the "ADMINISTRATOR").

     WHEREAS, Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 ACT"),
consisting of the series portfolios set forth in SCHEDULE I, attached hereto, as
the same may be amended from time to time ("PORTFOLIOS"), each of which may
consist of one or more classes of shares of beneficial interest ("SHARES"); and

     WHEREAS, Trust desires the Administrator to provide, and the Administrator
is willing to provide, administrative and accounting services to such Portfolios
of Trust on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Trust and the Administrator hereby agree as follows:

SECTION 1 DEFINITIONS

     1.01 "1940 ACT" shall have the meaning given to such term in the preamble
          of this Agreement.

     1.02 "ADMINISTRATOR" shall have the meaning given to such term in the
          preamble of this Agreement.

     1.03 "AGREEMENT" shall have the meaning given to such term in the preamble
          of this Agreement.

     1.04 "CONFIDENTIAL INFORMATION" shall have the meaning given to such term
          in SECTION 11.01 of this Agreement.

     1.05 "CONVERSION" means the processes and activities required to transfer
          the books and records of Trust from the Trust or its prior
          administrator, import the Trust's data and files into the
          Administrator's system and such other processes and activities
          identified as the responsibility of the Administrator in accordance
          with the Conversion Plan.

     1.06 "CONVERSION PLAN" shall have the meaning given to such term in
          SECTION 2.05 of this Agreement.

     1.07 "DISCLOSING PARTY" shall have the meaning given to such term in
          SECTION 11.01 of this Agreement.

     1.08 "GROSS NEGLIGENCE" means a conscious, voluntary act or omission in
          reckless disregard of a legal duty and the rights of, or consequences
          to, others, and not merely a lack of due care.

     1.09 "INITIAL TERM" shall have the meaning given to such term in SECTION
          9.01 of this Agreement.

     1.10 "INTERESTED PARTY" or "INTERESTED PARTIES" means the Administrator,
          its subsidiaries and its affiliates and each of their respective
          officers, directors, employees, agents, delegates and associates.


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     1.11 "INTERESTS" means any partnership interest in, membership interest
          in, shares of stock of or other equity interest in, as the case may
          be, the Trust.

     1.12 "INVESTMENTS" shall mean such cash, securities and all other assets
          and property of whatsoever nature now owned or subsequently acquired
          by or for the account of Trust.

     1.13 "LIQUIDATION" shall have the meaning given to such term in SECTION
          9.02.02 of this Agreement.

     1.14 "LIVE DATE" means the date on which Trust is converted onto the
          Administrator's system and the Administrator begins calculating
          Trust's official net asset values ("NAV").

     1.15 "ORGANIZATIONAL DOCUMENTS" means, as applicable, the articles of
          incorporation, declaration of trust, certificate of formation,
          memorandum of association, partnership agreement, bylaws or other
          similar documentation setting forth the respective rights and
          obligations of directors, managers and Interest holders in the Trust.

     1.16 "PERSON" shall mean any natural person, partnership, estate,
          association, custodian, nominee, limited liability company,
          corporation, trust or other legal entity.

     1.17 "PRICING SOURCES" shall have the meaning given to such term in
          SECTION 6 of this Agreement.

     1.18 "PROPRIETARY INFORMATION" shall have the meaning given to such term
          in SECTION 12.01 of this Agreement.

     1.19 "PORTFOLIO" shall have the meaning given to such term in the preamble
          of this Agreement.

     1.20 "REASONABLE STEPS" shall have the meaning given to such term in
          SECTION 11.01 of this Agreement.

     1.21 "RECEIVING PARTY" shall have the meaning given to such term in
          SECTION 11.01 of this Agreement.

     1.22 "REGULATIONS" shall have the meaning given to such term in SECTION
          12.12 of this Agreement.

     1.23 "RENEWAL TERM" shall have the meaning given to such term in SECTION
          9.01 of this Agreement.

     1.24 "SHARES" shall have the meaning given to such term in the preamble of
          this Agreement.

     1.25 Unless the context otherwise requires and except as otherwise
          specified in this Agreement, the term "TRUST" shall include, as
          applicable, a trustee or trustees, or other Person having similar
          status or performing similar functions, as the case may be, acting on
          behalf of Trust.

     1.26 "TRUST DATA" shall have the meaning given to such term in SECTION
          2.04 of this Agreement.

     1.27 "TRUST MATERIALS" means any prospectus, registration statement,
          statement of additional information, proxy solicitation and tender
          offer materials, annual or other periodic report of Trust or any
          advertising, marketing, shareholder communication, or promotional
          material generated by Trust or its investment adviser from time to
          time, as appropriate, including all amendments or supplements thereto.


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     1.28 "WEB ACCESS" shall have the meaning given to such term in SECTION
          12.01 of this Agreement.

SECTION 2 APPOINTMENT AND CONTROL

     2.01 SERVICES. Trust hereby appoints the Administrator to be, and the
          Administrator agrees to act as, the administrative agent of Trust for
          the term and subject to the provisions hereof. The Administrator shall
          perform (and may delegate or sub-contract, as provided below) the
          services set forth in this Agreement, including the services set forth
          in SCHEDULE II, which may be amended from time to time in writing by
          the parties ("SERVICES"). In performing its duties under this
          Agreement, the Administrator will act in all material respects in
          accordance with the Trust's governing documents and Prospectus as they
          may be amended (provided copies are delivered to the Administrator).

     2.02 AUTHORITY. Each of the activities engaged in under the provisions of
          this Agreement by the Administrator on behalf of Trust shall be
          subject to the overall direction and control of Trust or any Person
          authorized to act on Trust's behalf (including, without limitation,
          Trust's sponsor and the board of trustees of Trust); provided,
          however, that the Administrator shall have the general authority to do
          all acts deemed in the Administrator's good faith belief to be
          necessary and proper to perform its obligations under this Agreement.
          In performing its duties hereunder, the Administrator shall observe
          and generally comply with the applicable prospectus, all applicable
          resolutions and/or directives of Trust's board of trustees of which it
          has notice, and applicable laws which may from time to time apply to
          the Services rendered by the Administrator. In the event that a Fund
          desires to amend its Organizational Documents in any manner that can
          reasonably be expected to have a material impact on the
          Administrator's performance of the Services hereunder, such Fund shall
          notify the Administrator in advance of such amendment and the parties
          will work together in good faith to minimize the impact of such change
          on the Administrator's operations and compensate the Administrator in
          connection therewith. The Administrator (i) shall not have or be
          required to have any authority to supervise the investment or
          reinvestment of the securities or other properties which comprise the
          assets of Trust and (ii) shall not provide any investment advisory
          services to Trust, and shall have no liability related to the
          foregoing.

     2.03 THIRD PARTIES; AFFILIATES. The Administrator may delegate to, or
          sub-contract with, third parties or affiliates administrative or other
          functions it deems necessary to perform its obligations under this
          Agreement; provided, however, that reasonable advance notification has
          been provided to Trust and all fees and expenses incurred in any
          delegation or sub-contract shall be paid by the Administrator and the
          Administrator shall remain responsible to Trust for the acts and
          omissions of such other entities as if such acts or omissions were the
          acts or omissions of the Administrator. Trust acknowledges that during
          the term of this Agreement, the services to be performed by the
          Administrator may be completed by one or more of the Administrator's
          affiliates or third parties located in or outside of the United States
          of America.

     2.04 TRUST DATA. Trust shall be solely responsible for the accuracy,
          completeness, and timeliness of all data and other information
          provided to the Administrator by or on behalf of Trust pursuant to
          this Agreement (including, without limitation, (i) prices, (ii)
          sufficient transaction supporting documentation, (iii) detailed
          accounting methodologies with respect to Trust's Investments as
          approved by Trust's auditors, (iv) the terms of any


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          agreement between the Trust or its sponsor and an investor regarding
          any special fee or specific fee arrangement or access to portfolio
          information that may impact or affect the Services, and (v) trade and
          settlement information from prime brokers and custodians)
          (collectively, "TRUST DATA"). All Trust Data shall be provided to the
          Administrator on a timely basis and in a format and medium reasonably
          requested by the Administrator from time to time. Trust shall have an
          ongoing obligation to promptly update all Trust Data so that such
          information remains complete and accurate. All Trust Data shall be
          prepared and maintained, by or on behalf of Trust, in accordance with
          applicable law, the Trust Materials and generally acceptable
          accounting principles. The Administrator shall be entitled to rely on
          all Trust Data and shall have no liability for any loss, damage or
          expense incurred by Trust or any other Person to the extent that such
          loss, damage or expense arises out of or is related to Trust Data that
          is not timely, current, complete and accurate.

     2.05 CONVERSION PLAN. Promptly following the Effective Date, the
          Administrator shall prepare a project plan ("CONVERSION PLAN") that
          sets forth the respective roles and responsibilities of each of the
          parties in connection with the Conversion or other implementation of
          the Trust onto the Administrator's system.

SECTION 3  REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRUST

     3.01 Trust represents and warrants that:

          3.01.01.  it has full power, right and authority to execute and
                    deliver this Agreement and to consummate the transactions
                    contemplated hereby; the execution and delivery of this
                    Agreement and the consummation of the transactions
                    contemplated hereby have been duly and validly approved by
                    all requisite actions on its part, and no other proceedings
                    on its part are necessary to approve this Agreement or to
                    consummate the transactions contemplated hereby; this
                    Agreement has been duly executed and delivered by it; this
                    Agreement constitutes a legal, valid and binding obligation,
                    enforceable against it in accordance with its terms;

          3.01.02.  it is not a party to any, and there are no, pending or
                    threatened legal, administrative, arbitral or other
                    proceedings, claims, actions or governmental or regulatory
                    investigations or inquiries (collectively, "ACTIONS") of any
                    nature against it or its properties or assets which could,
                    individually or in the aggregate, have a material effect
                    upon its business or financial condition. There is no
                    injunction, order, judgment, decree, or regulatory
                    restriction imposed specifically upon it or any of its
                    properties or assets;

          3.01.03.  no existing Interest holder is a designated national and/or
                    blocked person as identified on the Office of Foreign Assets
                    Control's list maintained by the U.S. Department of Treasury
                    (found at http://www.treas.gov.ofac) or any other relevant
                    regulatory or law enforcement agencies, AS APPLICABLE TO THE
                    FUND.

          3.01.04.  it is not in default under any contractual or statutory
                    obligations whatsoever (including the payment of any tax)
                    which, individually or in the aggregate, could materially
                    and adversely affect, or is likely to materially and
                    adversely affect, its business or financial condition;

          3.01.05.  it has obtained all consents and given all notices
                    (regulatory or otherwise), made all required regulatory
                    filings and is in compliance with all applicable laws and
                    regulations;


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          3.01.06.  it has a valid engagement with an independent auditor,
                    custodian and broker and will provide additional information
                    regarding such service providers, including information
                    regarding the terms of its agreement with such service
                    providers, upon request;

          3.01.07.  as of the close of business on the Effective Date, each
                    Portfolio that is in existence as of the Effective Date has
                    authorized the issuance of an indefinite number of shares
                    and has elected to register an indefinite number of shares
                    in accordance with Rule 24f-2 under the 1940 Act;

          3.01.08.  if necessary, any shareholder approval of this Agreement has
                    been obtained;

          3.01.09.  it has notified the Administrator of any and all separate
                    agreements between the Trust and any third party that could
                    have an impact on the Administrator performance of its
                    obligations pursuant to this Agreement; and

          3.01.10.  it has disclosed the terms of any agreement between the
                    Trust or its sponsor and an investor regarding any special
                    fee or specific fee arrangement or access to portfolio
                    information that may impact or affect the Services.

     3.02 Trust covenants and agrees that:

          3.02.01.  it will furnish the Administrator from time to time with
                    complete copies, authenticated or certified, of each of the
                    following:

                    (a)   Copies of the following documents:

                         (1)  Copies of Trust's current Declaration of Trust
                              and of any amendments thereto, certified by the
                              proper official of the state in which such
                              document has been filed.

                         (2)  Trust's current bylaws and any amendments thereto;
                              and

                         (3)  Copies of resolutions of the trustees covering
                              the approval of this Agreement, authorization of a
                              specified officer of Trust to execute and deliver
                              this Agreement and authorization for specified
                              officers of Trust to instruct the Administrator.

                    (b)  A list of all the officers of Trust, together with
                         specimen signatures of those officers who are
                         authorized to instruct the Administrator in all
                         matters.

                    (c)  Copies of all Trust Materials, including the current
                         prospectus and statement of additional information for
                         each Portfolio.

                    (d)  A list of all issuers the Portfolio's are restricted
                         from purchasing.

                    (e)  A list of all affiliated persons (as such term is
                         defined in the 1940 Act) of Trust that are
                         broker-dealers.

                    (f)  The identity of Trust's auditors along with contact
                         information.

                    (g)  The expense budget for each Portfolio for the current
                         fiscal year.

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                    (h)  A list of contact persons (primary, backup and
                         secondary backup) of Trust's investment adviser and, if
                         applicable, sub-adviser, who can be reached until 6:30
                         p.m. ET with respect to valuation matters.

                    (i)  Copies of all Trust Data reasonably requested by the
                         Administrator or necessary for the Administrator to
                         perform its obligations pursuant to this Agreement.

                    Trust shall promptly provide the Administrator with written
                    notice of any updates of or changes to any of the foregoing
                    documents or information, including an updated written copy
                    of such document or information. Until the Administrator
                    receives such updated information or document, the
                    Administrator shall have no obligation to implement or rely
                    upon such updated information or document.

          3.02.02.  it shall timely perform or oversee the performance of all
                    obligations identified in this Agreement as obligations of
                    Trust, including, without limitation, providing the
                    Administrator with all Trust Data and Organizational
                    Documents reasonably requested by the Administrator;

          3.02.03.  it will notify the Administrator as soon as reasonably
                    practical in advance of any matter which could materially
                    affect the Administrator's performance of its duties and
                    obligations under this Agreement, including any amendment to
                    the documents referenced in SECTION 3.02.01 above;

          3.02.04.  it will comply in all material respects with all applicable
                    requirements of the Securities Act of 1933, the Securities
                    Exchange Act of 1934, the 1940 Act, and any laws, rules and
                    regulations of governmental authorities having jurisdiction;

          3.02.05.  any reference to the Administrator or this Agreement in the
                    Trust Materials shall be limited solely to the description
                    provided by the Administrator in writing from time to time
                    or such other description as the parties shall mutually
                    agree in advance and in writing;

          3.02.06.  it shall be solely responsible for its compliance with
                    applicable investment policies, the Trust Materials, and any
                    laws and regulations governing the manner in which its
                    assets may be invested, and shall be solely responsible for
                    any losses attributable to non-compliance with the Trust
                    Materials, and applicable policies, laws and regulations
                    governing such Trust, its activities or the duties, actions
                    or omissions of the investment manager; and

          3.02.07.  it will promptly notify the Administrator of updates to its
                    representations and warranties hereunder.

SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR

     4.01 The Administrator represents and warrants that:

          4.01.01.  it has full power, right and authority to execute and
                    deliver this Agreement and to consummate the transactions
                    contemplated hereby; the execution and delivery of this
                    Agreement and the consummation of the transactions
                    contemplated hereby have been duly and validly approved by
                    all requisite action on its part, and no other proceedings
                    on its part are necessary to approve this Agreement or to
                    consummate the transactions contemplated

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                    hereby; this Agreement has been duly executed and delivered
                    by it; this Agreement constitutes a legal, valid and binding
                    obligation, enforceable against it in accordance with its
                    terms.

          4.01.02.  it is not a party to any, and there are no, pending or
                    threatened Actions of any nature against it or its
                    properties or assets which could, individually or in the
                    aggregate, have a material effect upon its business or
                    financial condition. There is no injunction, order,
                    judgment, decree, or regulatory restriction imposed
                    specifically upon it or any of its properties or assets.

          4.01.03.  it is not in default under any statutory obligations
                    whatsoever (including the payment of any tax) which
                    materially and adversely affects, or is likely to materially
                    and adversely affect, its business or financial condition.

SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION

     5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY
          SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR
          MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT
          ARISING OUT OF THE ADMINISTRATOR'S GROSS NEGLIGENCE (AS DEFINED
          HEREIN), FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, THE
          ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO
          MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE
          WRITING EXECUTED BY THE PARTIES. For the avoidance of doubt, the
          Administrator shall not be responsible for any breach in the
          performance of its obligations under this Agreement due to (i) the
          failure or delay of the Trust or either of its respective agents to
          perform its obligations under this Agreement or (ii) the
          Administrator's reliance on Trust Data. Each party shall have the duty
          to mitigate its damages for which another party may become
          responsible. As used in this SECTION 5, the term "ADMINISTRATOR" shall
          include the officers, directors, employees, affiliates and agents of
          the Administrator as well as that entity itself. NOTWITHSTANDING ANY
          OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL
          THE EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL,
          PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND
          WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR
          ANY OTHER THEORY AND REGARDLESS OF WHETHER A PARTY IS ADVISED OF THE
          POSSIBILITY OF ANY SUCH DAMAGES.

     5.02 The Administrator may, from time to time, provide to the Trust
          services and products ("SPECIAL THIRD PARTY SERVICES") from external
          third party sources that are telecommunication carriers, Pricing
          Sources, data feed providers or other similar service providers
          ("SPECIAL THIRD PARTY VENDORS"). The Trust acknowledges and agrees
          that the Special Third Party Services are confidential and proprietary
          trade secrets of the Special Third Party Vendors. Accordingly, the
          Trust shall honor requests by the Administrator and the Special Third
          Party Vendors to protect their proprietary rights in their data,
          information and property including requests that the Trust place
          copyright notices or other proprietary legends on printed matter,
          print outs, tapes, disks, film or any other medium of dissemination.
          The Trust further acknowledges and agrees that all Special Third Party
          Services are provided on an "AS IS WITH ALL FAULTS" basis solely for
          such Trust's internal use, and as an aid in connection with the
          receipt of the Services. The Trust may use Special Third Party
          Services as normally required on view-only screens and hard copy
          statements, reports and other documents necessary to support such
          Trust's investors, however the Trust shall not distribute any Special
          Third Party Services to other third parties. THE SPECIAL THIRD PARTY
          VENDORS AND THE ADMINISTRATOR


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          MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS
          FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE
          SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE
          SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED
          BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES,
          INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL,
          CONSEQUENTIAL OR SIMILAR DAMAGES.

     5.03 Trust shall indemnify, defend and hold harmless the Administrator
          from and against and the Administrator shall have no liability in
          connection with any and all actions, suits and claims, whether
          groundless or otherwise, and from and against any and all losses,
          damages, costs, charges, reasonable counsel fees and disbursements,
          payments, expenses and liabilities (including reasonable investigation
          expenses) arising directly or indirectly out of: (i) any act or
          omission of the Administrator in carrying out its duties hereunder or
          as a result of the Administrator's reliance upon any instructions,
          notice or instrument that the Administrator believes is genuine and
          signed or presented by an authorized Person of Trust; provided that
          this indemnification shall not apply if any such loss, damage or
          expense is caused by or arises from the Administrator's bad faith or
          fraud in the performance of the Services; (ii) any violation by Trust
          or Trust's sponsor of any applicable investment policy, law or
          regulation, (iii) any misstatement or omission in the Trust Materials
          or any Trust Data; (iv) any breach by Trust of any representation,
          warranty or agreement contained in this Agreement; (v) any act or
          omission of Trust, the Trust's former administrator, a Special Third
          Party Vendor, the Trust's other service providers (such as custodians,
          prime brokers, transfer agents, investment advisors and sub-advisers);
          (vi) any pricing error caused by the failure of the Trust's investment
          adviser or sub-adviser to provide a trade ticket or for incorrect
          information included in any trade ticket; or (vii) any act or omission
          of the Administrator as a result of the Administrator's compliance
          with the Regulations, including, but not limited to, returning an
          investor's Investment or restricting the payment of redemption
          proceeds.

     5.04 To the extent that a Fund receives Special Third Party Services from
          Interactive Data Corporation ("IDC"), such Fund shall indemnify and
          hold harmless IDC and its suppliers from any and all losses, damages,
          liability, costs, including reasonable attorney's fees, resulting
          directly or indirectly from any claim or demand against IDC by a third
          party arising out of, derived from, or related to the accuracy or
          completeness of any such Special Third Party Services received by a
          Fund. IDC shall not be liable for any claim or demand against a Fund
          by any third party.

     5.05 The Administrator may apply to Trust, Trust's sponsor or any Person
          acting on Trust's behalf at any time for instructions and may, subject
          to the Trust's reasonable consent, not to be unreasonably withheld,
          conditioned or delayed, consult counsel for Trust or Trust's sponsor
          or with accountants, counsel and other experts with respect to any
          matter arising in connection with the Administrator's duties
          hereunder, and the Administrator shall not be liable or accountable
          for any action taken or omitted by it in good faith in accordance with
          such instruction or with the advice of counsel, accountants or other
          experts. Also, the Administrator shall not be liable for actions taken
          pursuant to any document which it reasonably believes to be genuine
          and to have been signed by the proper Person or Persons. The
          Administrator shall not be held to have notice of any change of
          authority of any officer, employee or agent of Trust until receipt of
          written notice thereof. To the extent that the Administrator consults
          with Trust counsel pursuant to this provision, any such expense shall
          be borne by Trust.

     5.06 The Administrator shall have no liability for its reliance on Trust
          Data or the performance or omissions of unaffiliated third parties
          such as, by way of example and not limitation,


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          transfer agents, sub-transfer agents, custodians, prime brokers,
          placement agents, third party marketers, asset data service providers,
          investment advisers (including, without limitation, the Sponsor) or
          sub-advisers, current or former third party service providers, Pricing
          Sources, software providers, printers, postal or delivery services,
          prior administrators, telecommunications providers and processing and
          settlement services. The Administrator may rely on and shall have no
          duty to investigate or confirm the accuracy or adequacy of any
          information provided by any of the foregoing third parties.

     5.07 The Administrator shall have no obligations with respect to any laws
          relating to the distribution, purchase or sale of Shares. Further,
          Trust assumes full responsibility for the preparation, contents and
          distribution of its Trust Materials and its compliance with any
          applicable laws, rules, and regulations.

     5.08 The indemnification rights afforded to Administrator hereunder shall
          include the right to reasonable advances of defense expenses on an
          as-incurred basis in the event of any pending or threatened litigation
          or Action with respect to which indemnification hereunder may
          ultimately be merited. If in any case Trust is asked to indemnify or
          hold the Administrator harmless, the Administrator shall promptly
          advise Trust of the pertinent facts concerning the situation in
          question and reasonable notification with respect to litigation
          expenditures, and the Administrator will use all reasonable care to
          identify and notify Trust promptly concerning any situation which
          presents or appears likely to present the probability of such a claim
          for indemnification, but failure to do so shall not affect the rights
          hereunder.

     5.09 Trust shall be entitled to participate at its own expense or, if it
          so elects, to assume the defense of any suit brought to enforce any
          claims subject to this indemnity provision. If Trust elects to assume
          the defense of any such claim, the defense shall be conducted by
          counsel chosen by Trust and satisfactory to the Administrator, whose
          approval shall not be unreasonably withheld. In the event that Trust
          elects to assume the defense of any suit and retain counsel, the
          Administrator shall bear the fees and expenses of any additional
          counsel retained by it. If Trust does not elect to assume the defense
          of a suit, it will advance to the Administrator the fees and expenses
          of any counsel retained by the Administrator. None of the parties
          hereto shall settle or compromise any action, suit, proceeding or
          claim if such settlement or compromise provides for an admission of
          liability on the part of the indemnified party without such
          indemnified party's written consent.

     5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED
          THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE
          LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE
          PROVISIONS OF THIS AGREEMENT.

     5.11 The provisions of this SECTION 5 shall survive the termination of
          this Agreement.

SECTION 6  VALUATION

          The Administrator is entitled to rely on the price and value
          information (hereinafter "VALUATION INFORMATION") provided by prior
          administrators, brokers and custodians, investment advisors
          (including, without limitation, the Sponsor) an underlying fund in
          which the Trust invests, if applicable, or any third-party pricing
          services selected by the Administrator, the Trust's investment advisor
          or the Trust (collectively hereinafter referred to as the "PRICING
          SOURCES") as reasonably necessary in the performance of the Services.
          The Administrator shall have no obligation to obtain Valuation
          Information from any sources other than the Pricing Sources and may
          rely on estimates provided by the Trust's investment adviser or the


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          applicable underlying fund. In the event that the Trust's investment
          adviser does not provide a timely value for an underlying fund, the
          Administrator shall have the right to use the prior month's valuation
          in its calculation of the current month's NAV, and the Administrator
          shall have no liability and shall be indemnified by the applicable
          Trust in connection with such action. The Administrator shall have no
          liability or responsibility for the accuracy of the Valuation
          Information provided by a Pricing Source or the delegate of a Pricing
          Source and Trust shall indemnify and defend the Administrator against
          any loss, damages, costs, charges or reasonable counsel fees and
          expenses in connection with any inaccuracy of such Valuation
          Information. The Trust shall not use Valuation Information for any
          purpose other than in connection with the Services and in accordance
          with the provisions of this Agreement.

SECTION 7 ALLOCATION OF CHARGES AND EXPENSES

     7.01 THE ADMINISTRATOR. The Administrator shall furnish at its own expense
          the personnel necessary to perform its obligations under this
          Agreement.

     7.02 PORTFOLIO EXPENSES. Trust assumes and shall pay or cause to be paid
          all expenses of Trust not otherwise allocated in this Agreement,
          including, without limitation, organizational costs; taxes; expenses
          for legal and auditing services; the expenses of preparing (including
          typesetting), printing and mailing reports, Trust Materials, proxy
          solicitation and tender offer materials and notices to existing
          shareholders; all expenses incurred in connection with issuing and
          redeeming Shares; the costs of Pricing Sources; the costs of loan
          credit activity data; the costs of escrow and custodial services; the
          cost of document retention and archival services, the costs of
          responding to document production requests; the cost of initial and
          ongoing registration of the Shares under Federal and state securities
          laws; costs associated with attempting to locate lost shareholders;
          all expenses incurred in connection with any custom programming or
          systems modifications required to provide any reports or services
          requested by Trust; any expense, if applicable, incurred to reprint
          Trust documents identifying the Administrator (along with its address
          and telephone number) as Trust's new administrator; costs associated
          with DST FanMail or similar reporting service; bank service charges;
          NSCC trading charges; fees and out-of-pocket expenses of trustees; the
          costs of trustees' meetings; insurance; interest; brokerage costs;
          litigation and other extraordinary or nonrecurring expenses; and all
          fees and charges of service providers to Trust. Trust shall reimburse
          the Administrator for its reasonable costs and out-of-pocket expenses
          incurred in the performance of the Services, including all reasonable
          charges for independent third party audit charges, printing, copying,
          postage, telephone, and fax charges incurred by the Administrator in
          the performance of its duties; provided, however, that except with
          respect to the costs of Pricing Sources, the Administrator shall
          obtain the prior consent (not to be unreasonably withheld, conditioned
          or delayed) of the Trust before incurring any other reimbursable
          expense in excess of $2,500 per quarter.


SECTION 8 COMPENSATION

     8.01 FEES. Trust shall pay to the Administrator compensation for the
          services performed and the facilities and personnel provided by the
          Administrator pursuant to this Agreement, its pro-rata portion of the
          fees set forth in the written fee schedule annexed hereto as SCHEDULE
          III and incorporated herein. Trust shall have no right of set-off. The
          fees set forth herein are determined based on the characteristics of
          the each Portfolio as of the Effective Date. Any material change to
          the characteristics to a Portfolio may give rise to an adjustment to
          the fees set forth in this Agreement. In the event of such a change,
          the parties shall negotiate any adjustment to the fees payable
          hereunder in good faith; provided, however, that if the parties cannot
          in good faith agree on such adjustment to

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          the fees within a reasonable period of time, the Administrator may
          terminate this Agreement upon thirty days prior written notice to the
          Trust. Trust shall pay the Administrator's fees monthly in U.S.
          Dollars, unless otherwise agreed to by the parties. The Administrator
          is hereby authorized to, and may, at its option, automatically debit
          its fees due from the Trust's portfolio account(s). Trust shall pay
          the foregoing fees despite the existence of any dispute among the
          parties. If this Agreement becomes effective subsequent to the first
          day of any calendar month or terminates before the last day of any
          calendar month, the Administrator's compensation for that part of the
          month in which this Agreement is in effect shall be prorated in a
          manner consistent with the calculation of the fees as set forth in
          SCHEDULE III. Trust agrees to pay interest on all amounts past due in
          an amount equal to the lesser of the maximum amount permitted by
          applicable law or the month fee of one and one-half percent (1 1/2 %)
          times the amount past due multiplied by the number of whole or partial
          months from the date on which such amount was first due up to and
          including the day on which payment is received by the Administrator.

     8.02 ADJUSTMENT OF FEES. Trust acknowledges that from time to time after
          the first anniversary of the Effective Date, Administrator may
          increase all non-asset based Fees upon thirty days written notice to
          the Trust, in an amount equal to the percentage increase in the
          Consumer Price Index for All Urban Consumers (CPI-U) for
          Philadelphia-Wilmington- Atlantic City (or a substantially equivalent
          index if the foregoing is no longer available), since the Effective
          Date with respect to the first such increase and since the date of the
          immediately preceding increase with respect to all subsequent
          increases; provided, however, that Administrator may not increase the
          Fees more than one time during any twelve-month period.
          Notwithstanding the above, in the event of an increase to
          Administrator's costs for Special Third Party Services, Administrator
          may at any time upon thirty days written notice increase the Fees
          applicable to such Special Third Party Services, provided, that such
          fee increase will not exceed the applicable percentage increase in
          costs incurred by Administrator with respect to such Special Third
          Party Services.


SECTION 9 DURATION AND TERMINATION

     9.01 TERM AND RENEWAL. This Agreement shall become effective as of the
          Effective Date and shall remain in effect for a period of three years
          from and after the Live Date (the "INITIAL TERM"), and thereafter
          shall automatically renew for successive three year terms (each such
          period, a "RENEWAL TERM") unless terminated by any party giving
          written notice of non-renewal at least one hundred eighty days prior
          to the last day of the then current term to each other party hereto.

     9.02 TERMINATION FOR CAUSE.

          9.02.01.  This Agreement may be terminated by any party giving at
                    least sixty days prior notice in writing to the other
                    parties if at anytime the other party or parties have been
                    first (i) notified in writing that such party shall have
                    materially failed to perform its duties and obligations
                    under this Agreement (such notice shall be of the specific
                    asserted material breach) ("BREACH NOTICE") and (ii) the
                    party receiving the Breach Notice shall not have remedied
                    the noticed failure within sixty days after receipt of the
                    Breach Notice requiring it to be remedied.

          9.02.02.  This Agreement may be terminated with respect to a
                    particular Fund by any party giving one hundred eighty days
                    prior notice in writing to the other parties prior to the
                    Liquidation (as hereinafter defined) of such Fund. For
                    purposes of this SECTION 9.02.02 , the term "Liquidation"
                    shall mean a


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                    transaction in which all the assets of a Fund are sold or
                    otherwise disposed of and proceeds there from are
                    distributed in cash to the shareholders in complete
                    liquidation of the interests of shareholders in such Fund. A
                    termination pursuant to this SECTION 9.02.02 shall be
                    effective as of the date of such Liquidation.
                    Notwithstanding the foregoing, the right to terminate set
                    forth in this SECTION 9.02.02 shall not relieve such Fund of
                    its obligation to pay the fees set forth on SCHEDULE III for
                    the remainder of the one hundred eighty day period set forth
                    in this SECTION 9.02.02 , which amount shall be payable
                    prior to the effective date of such liquidation.

          9.02.03.  If the Administrator is unable to successfully convert
                    Trust to its operational environment within a reasonable
                    period of time following the Effective Date due to untimely,
                    inaccurate or incomplete Trust Data, the Administrator shall
                    have the right to terminate this Agreement, in its entirety
                    or solely with respect to such Portfolio, upon written
                    notice and such termination shall be effective upon the date
                    set forth in such notice.

          9.02.04.  Notwithstanding anything contained in this Agreement to the
                    contrary, in the event of a merger, acquisition, change in
                    control, re-structuring, reorganization or any other
                    decision involving the Trust or any affiliate (as defined in
                    the 1940 Act) of the Trust that causes it to cease to use
                    the Administrator as a provider of the Services in favor of
                    another service provider prior to the last to occur of (a)
                    the date that is the fifth anniversary of the Live Date and
                    (b) the expiration of the then current term of this
                    Agreement, the Administrator shall use reasonable efforts to
                    facilitate the deconversion of the Trust to such successor
                    service provider; provided, however that the Administrator
                    makes no guaranty that such deconversion shall happen as of
                    any particular date. In connection with the foregoing and
                    prior to the effective date of such deconversion, the
                    deconverting Trust shall pay to the Administrator (1) all
                    fees and other costs as set forth in SCHEDULE III as if the
                    Administrator had continued providing Services until the
                    expiration of the then current term and calculated based
                    upon the assets of the deconverting Trust on the date notice
                    of termination in accordance with this Section was given and
                    (2) all fees and expenses previously waived by the
                    Administrator at any time during the term of the Agreement.
                    This Agreement shall terminate effective as of the
                    conclusion of the deconversion as set forth in this Section.

     9.03 EFFECT OF TERMINATION.

          9.03.01.  The termination of this Agreement shall be without prejudice
                    to any rights that may have accrued hereunder to any party
                    hereto prior to such termination.

          9.03.02.  After termination of this Agreement and upon payment of all
                    accrued fees, reimbursable expenses and other moneys owed to
                    the Administrator, the Administrator shall send to Trust, or
                    as it shall direct, all books of account, records,
                    registers, correspondence, documents and assets relating to
                    the affairs of or belonging to Trust in the possession of or
                    under the control of the Administrator or any of its agents
                    or delegates.

          9.03.03.  In the event any and all accrued fees, reimbursable expenses
                    and other moneys owed to the Administrator hereunder remain
                    unpaid in whole or in part for more than thirty days past
                    due, the Administrator, without further

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                    notice, may take any and all actions it deems necessary to
                    collect such amounts due, and any and all of its collection
                    expenses, costs and fees shall be paid by Trust, including,
                    without limitation, administrative costs, attorneys fees,
                    court costs, collection agencies or agents and interest.

          9.03.04.  Notwithstanding the foregoing, in the event this Agreement
                    is terminated and for any reason the Administrator, with the
                    written consent of Trust, in fact continues to perform any
                    one or more of the services contemplated by this Agreement,
                    the pertinent provisions of this Agreement, including
                    without limitation, the provisions dealing with payment of
                    fees and indemnification shall continue in full force and
                    effect. The Administrator shall be entitled to collect from
                    Trust, in addition to the compensation described in SCHEDULE
                    III, the amount of all of the Administrator's expenses in
                    connection with the Administrator's activities following
                    such termination, including without limitation, the delivery
                    to Trust and/or its designees of Trust's property, records,
                    instruments and documents.

SECTION 10 CONFLICTS OF INTEREST

     10.01 NON-EXCLUSIVE. The services of the Administrator rendered to Trust
           are not deemed to be exclusive. The Administrator is free to render
           such services to others. The Administrator shall not be deemed to be
           affected by notice of, or to be under any duty to disclose to Trust
           or Person acting on Trust's behalf, information which has come into
           its possession or the possession of an Interested Party in the
           course of or in connection with providing administrative or other
           services to any other person or in any manner whatsoever other than
           in the course of carrying out its duties pursuant to this Agreement.

     10.02 RIGHTS OF INTERESTED PARTIES. Subject to applicable law, nothing
           herein contained shall prevent:

          10.02.01. an Interested Party from buying, holding, disposing of or
                    otherwise dealing in any Shares for its own account or the
                    account of any of its customers or from receiving
                    remuneration in connection therewith, with the same rights
                    which it would have had if the Administrator were not a
                    party to this Agreement; provided, however, that the prices
                    quoted by the Administrator are no more favorable to the
                    Interested Party than to a similarly situated investor in or
                    redeeming holder of Shares;

          10.02.02. an Interested Party from buying, holding, disposing of or
                    otherwise dealing in any securities or other investments for
                    its own account or for the account of any of its customers
                    and receiving remuneration in connection therewith,
                    notwithstanding that the same or similar securities or other
                    investments may be held by or for the account of Trust;

          10.02.03. an Interested Party from receiving any commission or other
                    remuneration which it may negotiate in connection with any
                    sale or purchase of Shares or Investments effected by it for
                    the account of Trust; provided, however, that the amount of
                    such commission or other remuneration is negotiated at arm's
                    length; and

          10.02.04. an Interested Party from contracting or entering into any
                    financial, banking or other transaction with Trust or from
                    being interested in any such contract or transaction;
                    provided, however, that the terms of such transaction are
                    negotiated at arm's length.


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SECTION 11 CONFIDENTIALITY

    11.01 CONFIDENTIAL INFORMATION. The Administrator and Trust (in such
          capacity, the "RECEIVING PARTY") acknowledge and agree to maintain the
          confidentiality of Confidential Information (as hereinafter defined)
          provided by the Administrator and Trust (in such capacity, the
          "DISCLOSING PARTY") in connection with this Agreement. The Receiving
          Party shall not disclose or disseminate the Disclosing Party's
          Confidential Information to any Person other than those employees,
          agents, contractors, subcontractors and licensees of the Receiving
          Party, or with respect to the Administrator as a Receiving Party, to
          those employees, agents, technology service providers, contractors,
          subcontractors, licensors and licensees of any agent or affiliate, who
          have a need to know it in order to assist the Receiving Party in
          performing its obligations, or to permit the Receiving Party to
          exercise its rights under this Agreement. In addition, the Receiving
          Party (a) shall take all Reasonable Steps to prevent unauthorized
          access to the Disclosing Party's Confidential Information, and (b)
          shall not use the Disclosing Party's Confidential Information, or
          authorize other Persons to use the Disclosing Party's Confidential
          Information, for any purposes other than in connection with performing
          its obligations or exercising its rights hereunder, provided, however,
          that nothing herein shall limit the Administrator's ability to include
          de-identified, anonymized data related to the Services hereunder for
          the purpose of aggregating data and preparing reports regarding use
          and functioning of the Service by the Administrator's various clients.
          For the avoidance of doubt, such de-identified, anonymized data shall
          not be included in the definition of "Confidential Information"
          hereunder. As used herein, "Reasonable Steps" means steps that a party
          takes to protect its own, similarly confidential or proprietary
          information of a similar nature, which steps shall in no event be less
          than a reasonable standard of care.

          The term "CONFIDENTIAL INFORMATION," as used herein, means any of the
          Disclosing Party's proprietary or confidential information including,
          without limitation, any non-public personal information (as defined in
          Regulation S-P) of the Disclosing Party, its affiliates, their
          respective clients or suppliers, or other Persons with whom they do
          business, that may be obtained by the Receiving Party from any source
          or that may be developed as a result of this Agreement, the terms of
          (or any exercise of rights granted by) this Agreement, technical data;
          trade secrets; know-how; business processes; product plans; product
          designs; service plans; services; customer lists and customers;
          markets; software; developments; inventions; processes; formulas;
          technology; designs; drawings; and marketing, distribution or sales
          methods and systems; sales and profit figures or other financial
          information that is disclosed, directly or indirectly, to the
          Receiving Party by or on behalf of the Disclosing Party, whether in
          writing, orally or by other means and whether or not such information
          is marked as confidential.

    11.02 EXCLUSIONS. The provisions of this SECTION 11 respecting Confidential
          Information shall not apply to the extent, but only to the extent,
          that such Confidential Information: (a) is already known to the
          Receiving Party free of any restriction at the time it is obtained
          from the Disclosing Party, (b) is subsequently learned from an
          independent third party free of any restriction and without breach of
          this Agreement; (c) is or becomes publicly available through no
          wrongful act of the Receiving Party or any third party; (d) is
          independently developed by or for the Receiving Party without
          reference to or use of any Confidential Information of the Disclosing
          Party; or (e) is required to be disclosed pursuant to an applicable
          law, rule, regulation, government requirement or court order, or the
          rules of any stock exchange (provided, however, that the Receiving
          Party shall advise the Disclosing Party of such required disclosure
          promptly upon learning thereof in order to afford the Disclosing Party
          a reasonable opportunity to contest, limit and/or assist the Receiving
          Party in crafting such disclosure).


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    11.03 PERMITTED DISCLOSURE. The Receiving Party shall advise its employees,
          agents, contractors, subcontractors and licensees, and shall require
          its affiliates to advise their employees, agents, contractors,
          subcontractors and licensees, of the Receiving Party's obligations of
          confidentiality and non-use under this SECTION 11, and shall be
          responsible for ensuring compliance by its and its affiliates'
          employees, agents, contractors, subcontractors and licensees with such
          obligations. In addition, the Receiving Party shall require all
          Persons that are provided access to the Disclosing Party's
          Confidential Information, other than the Receiving Party's accountants
          and legal counsel, to execute confidentiality or non-disclosure
          agreements containing provisions substantially similar to those set
          forth in this SECTION 11. The Receiving Party shall promptly notify
          the Disclosing Party in writing upon learning of any unauthorized
          disclosure or use of the Disclosing Party's Confidential Information
          by such Persons.

    11.04 EFFECT OF TERMINATION. Upon the Disclosing Party's written request
          following the termination of this Agreement, the Receiving Party
          promptly shall return to the Disclosing Party, or destroy, all
          Confidential Information of the Disclosing Party provided under or in
          connection with this Agreement, including all copies, portions and
          summaries thereof. Notwithstanding the foregoing sentence, (a) the
          Receiving Party may retain one copy of each item of the Disclosing
          Party's Confidential Information for purposes of identifying and
          establishing its rights and obligations under this Agreement, for
          archival or audit purposes and/or to the extent required by applicable
          law, and (b) the Administrator shall have no obligation to return or
          destroy Confidential Information of Trust that resides in save tapes
          of Administrator; provided, however, that in either case all such
          Confidential Information retained by the Receiving Party shall remain
          subject to the provisions of SECTION 11 for so long as it is so
          retained. If requested by the Disclosing Party, the Receiving Party
          shall certify in writing its compliance with the provisions of this
          SECTION 11.

SECTION 12 MISCELLANEOUS PROVISIONS

    12.01 INTERNET ACCESS. Data and information may be made electronically
          accessible to Trust, its adviser and/or sub-adviser(s) and its
          investors through Internet access to one or more web sites provided by
          the Administrator ("WEB ACCESS"). As between the Trust and
          Administrator, the Administrator shall own all right, title and
          interest to such Web Access, including, without limitation, all
          content, software, interfaces, documentation, data, trade secrets,
          design concepts, "look and feel" attributes, enhancements,
          improvements, ideas and inventions and all intellectual property
          rights inherent in any of the foregoing or appurtenant thereto
          including all patent rights, copyrights, trademarks, know-how and
          trade secrets (collectively, the "Proprietary Information"). Trust
          recognizes that the Proprietary Information is of substantial value to
          the Administrator and shall not use or disclose the Proprietary
          Information except as specifically authorized in writing by the
          Administrator. Use of the Web Access by Trust or its agents or
          investors will be subject to any additional terms of use set forth on
          the web site. All Web Access and the information (including text,
          graphics and functionality) on the web sites related to such Web
          Access is presented "As Is" and "As Available" without express or
          implied warranties including, but not limited to, implied warranties
          of non-infringement, merchantability and fitness for a particular
          purpose. The Administrator neither warrants that the Web Access will
          be uninterrupted or error free, nor guarantees the accessibility,
          reliability, performance, timeliness, sequence, or completeness of
          information provided on the Web Access.

    12.02 INDEPENDENT CONTRACTOR. In making, and performing under, this
          Agreement, the Administrator shall be deemed to be acting as an
          independent contractor of Trust and neither the Administrator nor its
          employees shall be deemed an agent, affiliate, legal representative,
          joint venturer or partner of Trust. No party is authorized to bind any
          other party to any obligation, affirmation or commitment with respect
          to any other Person.


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    12.03 ASSIGNMENT; BINDING EFFECT. Trust may not assign, delegate or
          transfer, by operation of law or otherwise, this Agreement (in whole
          or in part), or any of Trust's obligations hereunder, without the
          prior written consent of the Administrator, which consent shall not be
          unreasonably withheld or delayed. The Administrator may assign or
          transfer, by operation of law or otherwise, all or any portion of its
          rights under this Agreement to an affiliate of the Administrator or to
          any person or entity who purchases all or substantially all of the
          business or assets of the Administrator to which this Agreement
          relates, provided that such affiliate, person or entity agrees in
          advance and in writing to be bound by the terms, conditions and
          provisions of this Agreement. Subject to the foregoing, all of the
          terms, conditions and provisions of this Agreement shall be binding
          upon and shall inure to the benefit of each party's successors and
          permitted assigns. Any assignment, delegation, or transfer in
          violation of this provision shall be void and without legal effect.

    12.04 AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR AND TRUSTS. This
          Agreement is for the sole and exclusive benefit of the Administrator
          and Trusts and will not be deemed to be for the direct or indirect
          benefit of either (i) the clients or customers of the Administrator or
          Trust or (ii) the Sponsor. The clients or customers of the
          Administrator or Trust will not be deemed to be third party
          beneficiaries of this Agreement nor to have any other contractual
          relationship with the Administrator by reason of this Agreement and
          each party hereto agrees to indemnify and hold harmless the other
          party from any claims of its clients or customers against the other
          party including any attendant expenses and attorneys' fees, based on
          this Agreement or the services provided hereunder.

    12.05 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
          construed in accordance with the laws of the Commonwealth of
          Pennsylvania without giving effect to any choice or conflict of law
          provision or rule that would cause the application of the laws of any
          other jurisdiction. To the extent that the applicable laws of the
          Commonwealth of Pennsylvania, or any of the provisions of this
          Agreement, conflict with the applicable provisions of the 1940 Act,
          the Securities Act of 1933 or the Securities Exchange Act of 1934, the
          latter shall control. Each party to this Agreement, by its execution
          hereof, (i) hereby irrevocably submits to the nonexclusive
          jurisdiction of the state courts of the Commonwealth of Pennsylvania
          or the United States District Courts for the Eastern District of
          Pennsylvania for the purpose of any action between the parties arising
          in whole or in part under or in connection with this Agreement, and
          (ii) hereby waives to the extent not prohibited by applicable law, and
          agrees not to assert, by way of motion, as a defense or otherwise, in
          any such action, any claim that it is not subject personally to the
          jurisdiction of the above-named courts, that its property is exempt or
          immune from attachment or execution, that any such action brought in
          one of the above-named courts should be dismissed on grounds of forum
          non conveniens, should be transferred or removed to any court other
          than one of the above-named courts, or should be stayed by reason of
          the pendency of some other proceeding in any other court other than
          one of the above-named courts, or that this Agreement or the subject
          matter hereof may not be enforced in or by such court.

    12.06 EQUITABLE RELIEF. Each party agrees that any other party's violation
          of the provisions of SECTION 11 (CONFIDENTIALITY) may cause immediate
          and irreparable harm to the other party for which money damages may
          not constitute an adequate remedy at law. Therefore, the parties agree
          that, in the event either party breaches or threatens to breach said
          provision or covenant, the other party shall have the right to seek,
          in any court of competent jurisdiction, an injunction to restrain said
          breach or threatened breach, without posting any bond or other
          security.

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    12.07 DISPUTE RESOLUTION. Whenever either party desires to institute legal
          proceedings against the other concerning this Agreement, it shall
          provide written notice to that effect to such other party. The party
          providing such notice shall refrain from instituting said legal
          proceedings for a period of thirty days following the date of
          provision of such notice. During such period, the parties shall
          attempt in good faith to amicably resolve their dispute by negotiation
          among their executive officers. This SECTION 12.07 shall not prohibit
          either party from seeking, at any time, equitable relief as permitted
          under SECTION 12.06.

    12.08 NOTICE. All notices provided for or permitted under this Agreement
          (except for correspondence between the parties related to operations
          in the ordinary course) shall be deemed effective upon receipt, and
          shall be in writing and (a) delivered personally, (b) sent by
          commercial overnight courier with written verification of receipt, or
          (c) sent by certified or registered U.S. mail, postage prepaid and
          return receipt requested, to the party to be notified, at the address
          for such party set forth below, or at such other address of such party
          specified in the opening paragraph of this Agreement. Notices to the
          Administrator shall be sent to the attention of: General Counsel, SEI
          Investments Global Funds Services, One Freedom Valley Drive, Oaks,
          Pennsylvania 19456, with a copy, given in the manner prescribed above,
          to your current relationship manager. Notices to Trust shall be sent
          to the persons specified in SCHEDULE IV.

    12.09 ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
          understanding of the parties with respect to the subject matter
          hereof. This Agreement supersedes all prior or contemporaneous
          representations, discussions, negotiations, letters, proposals,
          agreements and understandings between the parties hereto with respect
          to the subject matter hereof, whether written or oral. This Agreement
          may be amended, modified or supplemented only by a written instrument
          duly executed by an authorized representative of each of the parties.

    12.10 SEVERABILITY. Any provision of this Agreement that is determined to
          be invalid or unenforceable in any jurisdiction shall be ineffective
          to the extent of such invalidity or unenforceability in such
          jurisdiction, without rendering invalid or unenforceable the remaining
          provisions of this Agreement or affecting the validity or
          enforceability of such provision in any other jurisdiction. If a court
          of competent jurisdiction declares any provision of this Agreement to
          be invalid or unenforceable, the parties agree that the court making
          such determination shall have the power to reduce the scope, duration,
          or area of the provision, to delete specific words or phrases, or to
          replace the provision with a provision that is valid and enforceable
          and that comes closest to expressing the original intention of the
          parties, and this Agreement shall be enforceable as so modified.

    12.11 WAIVER. Any term or provision of this Agreement may be waived at any
          time by the party entitled to the benefit thereof by written
          instrument executed by such party. No failure of either party hereto
          to exercise any power or right granted hereunder, or to insist upon
          strict compliance with any obligation hereunder, and no custom or
          practice of the parties with regard to the terms of performance
          hereof, will constitute a waiver of the rights of such party to demand
          full and exact compliance with the terms of this Agreement.

    12.12 ANTI-MONEY LAUNDERING LAWS. In connection with performing the
          Services set forth herein, the Administrator may provide information
          that Trust may rely upon in connection with Trust's compliance with
          applicable laws, policies and Regulations aimed at the prevention and
          detection of money laundering and/or terrorism activities
          (hereinafter, the "REGULATIONS"). Trust and the Administrator agree
          that Trust shall be responsible for its compliance with all such
          Regulations. It shall be a condition precedent to providing Services
          to Trust under this Agreement and the Administrator shall have no
          liability for


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          non-performance of its obligations under this Agreement unless it is
          satisfied, in its absolute discretion, that it has sufficient and
          appropriate information and material to discharge its obligations
          under the Regulations, and that the performance of such obligations
          will not violate any Regulations applicable to it. Without in any way
          limiting the foregoing, Trust acknowledges that the Administrator is
          authorized to return an investor's Investment in any Portfolio and
          take any action necessary to restrict repayment of redemption proceeds
          to the extent necessary to comply with its obligations pursuant to the
          Regulations.

    12.13 FORCE MAJEURE. No breach of any obligation of a party to this
          Agreement (other than obligations to pay amounts owed) will constitute
          an event of default or breach to the extent it arises out of a cause,
          existing or future, that is beyond the control and without negligence
          of the party otherwise chargeable with breach or default, including
          without limitation: work action or strike; lockout or other labor
          dispute; flood; war; riot; theft; act of terrorism, earthquake or
          natural disaster. Either party desiring to rely upon any of the
          foregoing as an excuse for default or breach will, when the cause
          arises, give to the other party prompt notice of the facts which
          constitute such cause; and, when the cause ceases to exist, give
          prompt notice thereof to the other party.

    12.14 EQUIPMENT FAILURES. In the event of equipment failures beyond the
          Administrator's control, the Administrator shall take reasonable and
          prompt steps to minimize service interruptions but shall have no
          liability with respect thereto. The Administrator shall develop and
          maintain a plan for recovery from equipment failures which may include
          contractual arrangements with appropriate parties making reasonable
          provision for emergency use of electronic data processing equipment to
          the extent appropriate equipment is available.

    12.15 NON-SOLICITATION. During the term of this Agreement and for a period
          of one year thereafter, the Trust shall not solicit, make an offer of
          employment to, or enter into a consulting relationship with, any
          person who was an employee of the Administrator during the term of
          this Agreement. If Trust breaches this provision, Trust shall pay to
          the Administrator liquidated damages equal to 100% of the most recent
          twelve month salary of the Administrator's former employee together
          with all legal fees reasonably incurred by the Administrator in
          enforcing this provision. The foregoing restriction on solicitation
          does not apply to unsolicited applications for jobs, responses to
          public advertisements or candidates submitted by recruiting firms,
          provided that such firms have not been contacted to circumvent the
          spirit and intention of this SECTION 12.15.

    12.16 HEADINGS. All SECTION headings contained in this Agreement are for
          convenience of reference only, do not form a part of this Agreement
          and will not affect in any way the meaning or interpretation of this
          Agreement.

    12.17 COUNTERPARTS. This Agreement may be executed in two or more
          counterparts, all of which shall constitute one and the same
          instrument. Each such counterpart shall be deemed an original, and it
          shall not be necessary in making proof of this Agreement to produce or
          account for more than one such counterpart. This Agreement shall be
          deemed executed by both parties when any one or more counterparts
          hereof or thereof, individually or taken together, bears the original
          facsimile or scanned signatures of each of the parties.

    12.18 PUBLICITY. Except to the extent required by applicable Law, neither
          the Administrator nor Trust shall issue or initiate any press release
          arising out of or in connection with this Agreement or the Services
          rendered hereunder; PROVIDED, HOWEVER, that if no special prominence
          is given or particular reference made to Trust over other clients,
          nothing herein shall prevent the Administrator from (i) placing
          Trust's or the Investment


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          Manager's name and/or company logo(s) (including any registered
          trademark or service mark) on the Administrator's client list(s) (and
          sharing such list(s) with current or potential clients of the
          Administrator) and/or marketing material which will include such
          entities' name, logo and those services provided to the Trust by the
          Administrator; (ii) using Trust as reference; or (iii) otherwise
          orally disclosing that Trust is a client of the Administrator at
          presentations, conferences or other similar meetings. Conversely,
          nothing herein shall prevent the Trust or the Investment Manager from
          (i) indicating that the Administrator provides administration and CFO
          services to the Trust in Trust or Investment Manager marketing
          material which may include the Administrator's name, logo and the
          Administrator approved description of those services provided to the
          Trust by the Administrator; (ii) using Administrator as reference; or
          (iii) otherwise orally disclosing that the Trust is a client of the
          Administrator at presentations, conferences or other similar meetings.
          If the Administrator desires to engage in any type of publicity other
          than as set forth in subsections (i) through (iii) above or if Trust
          desires to engage in any type of publicity, the party desiring to
          engage in such publicity shall obtain the prior written consent of the
          other party hereto, such consent not to be unreasonably withheld,
          delayed or conditioned.

    12.19 INSURANCE. Each party hereto shall maintain appropriate insurance
          coverage with respect to such party's responsibilities hereunder;
          provided, however, that the amount of insurance coverage shall in no
          way affect a party's obligations or liability as otherwise set forth
          in this Agreement. Without limiting the foregoing, in the event that
          the Administrator makes an employee of the Administrator available to
          the Trust to serve as an officer of the Trust, the Trust shall
          maintain professional liability (directors' & officers' and errors and
          omissions) insurance with limits of not less than $3 Million per
          occurrence; provided, however, that the Trust shall only be required
          to maintain professional liability (directors' & officers' and errors
          and omissions) insurance with limits of not less than $1 Million per
          occurrence until such time as the Trust's net asset value exceeds $500
          Million ("OFFICER INSURANCE MINIMUM"). The Trust shall provide a
          certificate of insurance to the Administrator prior to Administrator
          providing Services to the Fund and annually thereafter upon
          Administrator's request. Such certificate of insurance shall contain
          an agreement by the issuing insurance company that such insurance
          shall not be materially changed, cancelled or terminated upon less
          than thirty days prior written notice to Administrator. Directors' &
          officers' insurance shall be acquired only through insurance companies
          having an A.M. Best rating of A- VIII or better. The trust further
          releases, assigns and waives any and all rights of recovery against
          the Administrator and its employees, successors and permitted assigns
          that the Trust may otherwise have or acquire in or from, or are in any
          way connected with any loss covered by the Fund's D&O Liability
          Insurance or because of deductible clauses in or inadequacy of limits
          of such policy of insurance. The Trust shall promptly notify the
          Administrator should its insurance coverage with respect to
          professional liability be cancelled or fall below the Officer
          Insurance Minimum, such notification to include the date of
          cancellation, if applicable.

        [The remainder of this page has intentionally been left blank.]






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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date.

ADMINISTRATOR:                             TRUST:

SEI INVESTMENTS GLOBAL FUNDS SERVICES      COMMUNITY DEVELOPMENT TRUST

By: /S/ JOHN ALSHEFSKI                     By: /S/ KENNETH H. THOMAS
    ------------------                        ----------------------
Name: John Alshefski                       Name:  Kenneth H. Thomas
Title: SVP                                 Title: President
                                                  The Community Development Fund






























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                                   SCHEDULE I

                                   PORTFOLIOS
















































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                                  SCHEDULE II

                                LIST OF SERVICES


[REDACTED]
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                                  SCHEDULE III

                                SCHEDULE OF FEES

[Redacted]










































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                                  SCHEDULE IV

                            NOTICE INSTRUCTION FORM

TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:

Name of Party or Parties:
                          ----------------------------------------
Name of Contact:
                          ----------------------------------------
Address:
                          ----------------------------------------
Telephone No.:
                          ----------------------------------------
Facsimile No.:
                          ----------------------------------------
Email Address:
                          ----------------------------------------






































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EX-99.H2

                           TRANSFER AGENCY AGREEMENT

     THIS TRANSFER AGENCY AGREEMENT (the "Agreement") is made as of this 25TH
day of January, 2016, by and between The Community Development Fund, a Delaware
statutory trust (the "Trust"), and UMB Fund Services, Inc., a Wisconsin
corporation, its successors and assigns (the "Transfer Agent").

     WHEREAS, the Trust is an open-end investment company registered under the
1940 Act (as defined below) and authorized to issue Shares; and

     WHEREAS, the Trust and Transfer Agent desire to enter into an agreement
pursuant to which Transfer Agent shall provide Services to the Trust.

     NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:

     1. DEFINITIONS In addition to any terms defined in the body of this
Agreement, the following capitalized terms shall have the meanings set forth
hereinafter whenever they appear in this Agreement:

     "1933 ACT" shall mean the Securities Act of 1933, as amended.

     "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "1940 ACT" shall mean the Investment Company Act of 1940, as amended.

     "AUTHORIZED PERSON" shall mean any individual who is authorized to provide
Transfer Agent with Instructions on behalf of the Trust, whose name shall be
certified to Transfer Agent from time to time pursuant to Section 3(b) of this
Agreement. Any officer of the Trust shall be considered an Authorized Person
(unless such authority is limited in a writing from the Trust and received by
Transfer Agent) and has the authority to appoint additional Authorized Persons,
to limit or revoke the authority of any previously designated Authorized Person,
and to certify to Transfer Agent the names of the Authorized Persons from time
to time.

     "BOARD" shall mean the Board of Trustees of the Trust.

     "COMMISSION" shall mean the U.S. Securities and Exchange Commission.

     "CUSTODIAN" shall mean the financial institution appointed as custodian
under the terms and conditions of a custody agreement between the financial
institution and the Trust, or its successor.

     "DECLARATION OF TRUST" shall mean the Declaration of Trust or other similar
operational document of the Trust, as the case may be, as the same may be
amended from time to time.

     "FUND" shall mean each separate series of Shares offered by the Trust
representing interests in a separate portfolio of securities and other assets
for which the Trust has appointed Transfer Agent to


                                       1



provide Services under this Agreement as designated on Schedule A hereto as
such Schedule may be amended from time to time.  Each investment portfolio
shall be referred to as a "Fund" and such investment portfolios shall
collectively be referred to as the "Funds."

     "FUND BUSINESS DAY" shall mean each day on which the New York Stock
Exchange, Inc. is open for trading.

     "INVESTMENT ADVISER" shall mean the investment adviser or investment
advisers to the Funds and includes all sub-advisers or persons performing
similar services.

     "INSTRUCTIONS" shall mean an oral communication from an Authorized Person
or a written communication signed by an Authorized Person and actually received
by Transfer Agent. Instructions shall include manually executed originals,
telefacsimile transmissions of manually executed originals or electronic
communications.

     "OFFERING PRICE" shall mean the price per share that the Shares will be
offered for sale to the public calculated in accordance with the Fund's then
current Prospectus.

     "PROSPECTUS" shall mean the current prospectus and statement of additional
information with respect to a Fund (including any applicable amendments and
supplements thereto) actually received by Transfer Agent from the Trust with
respect to which the Trust has indicated a Registration Statement has become
effective under the 1933 Act and the 1940 Act.

     "REGISTRATION STATEMENT" shall mean any registration statement on Form N-1A
at any time now or hereafter filed with the Commission with respect to any of
the Shares and any amendments and supplements thereto which at any time shall
have been or will be filed with the Commission.

     "SERVICES" shall mean the transfer agency and dividend disbursement
services described on Schedule B hereto and such additional services as may be
agreed to by the parties from time to time and set forth in an amendment to
Schedule B.

     "SHARES" shall mean such shares of beneficial interest, or class thereof,
of each respective Fund as may be issued from time to time.

     "SHAREHOLDER" shall mean a record owner of Shares of each respective Fund.

2.   APPOINTMENT AND SERVICES

     (a) The Trust hereby appoints Transfer Agent as transfer agent and dividend
disbursing agent of all Shares and hereby authorizes Transfer Agent to provide
Services during the term of this Agreement and on the terms set forth herein.
Subject to the direction and control of the Board and utilizing information
provided by the Trust and its current and prior agents and service providers,
Transfer Agent will provide the Services in accordance with the terms of this
Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall
not be required to provide any Services or information that it believes, in its
sole discretion, to represent dishonest, unethical or illegal activity. In no
event shall Transfer Agent provide any investment advice or recommendations to
any party in connection with its Services hereunder.


                                       2



     (b) Transfer Agent may from time to time, in its discretion, appoint one or
more other parties to carry out some or all of its duties under this Agreement,
provided that Transfer Agent shall remain responsible to the Trust for all such
delegated responsibilities in accordance with the terms and conditions of this
Agreement, in the same manner and to the same extent as if Transfer Agent were
itself providing such Services.

     (c) Transfer Agent's duties shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Transfer
Agent hereunder. The Services do not include correcting, verifying or addressing
any prior actions or inactions of the Trust, any Fund or by any other current or
prior agent or service provider. To the extent that Transfer Agent agrees to
take such actions, those actions shall be deemed part of the Services.

     (d) Transfer Agent shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Trust in connection with the
issuance of any Shares in accordance with this Agreement.

     (e) PROCESSING AND PROCEDURES

          (i) Transfer Agent agrees to accept purchase orders and redemption
     requests with respect to the Shares of each Fund via postal mail,
     telephone, electronic delivery or personal delivery on each Fund Business
     Day in accordance with such Fund's Prospectus; provided, however, that
     Transfer Agent shall only accept purchase orders from jurisdictions in
     which the Shares are qualified for sale, as indicated from time to time by
     the Trust or pursuant to an Instruction. Transfer Agent shall, as of the
     time at which the net asset value ("NAV") of each Fund is computed on each
     Fund Business Day, issue to and redeem from the accounts specified in a
     purchase order or redemption request in proper form and accepted by the
     Fund the appropriate number of full and fractional Shares based on the NAV
     per Share of the respective Fund specified in a communication received on
     such Fund Business Day from or on behalf of the Fund. Transfer Agent shall
     not be required to issue any Shares after it has received from an
     Authorized Person or from an appropriate federal or state authority written
     notification that the sale of Shares has been suspended or discontinued,
     and Transfer Agent shall be entitled to rely upon such written
     notification. Payment for Shares shall be in the form of a check, wire
     transfer, Automated Clearing House transfer ("ACH") or such other methods
     to which the parties shall mutually agree.

          (ii) Upon receipt of a redemption request and monies paid to it by the
     Custodian in connection with a redemption of Shares, Transfer Agent shall
     cancel the redeemed Shares and after making appropriate deduction for any
     withholding of taxes required of it by applicable federal law, make payment
     in accordance with the Fund's redemption and payment procedures described
     in the Prospectus.

          (iii) Except as otherwise provided in this paragraph, Transfer Agent
     will exchange, transfer or redeem Shares upon presentation to Transfer
     Agent of instructions endorsed for exchange, transfer or redemption,
     accompanied by such documents as Transfer Agent deems necessary to evidence
     the authority of the person making such exchange, transfer or redemption.
     Transfer Agent reserves the right to refuse to exchange, transfer or redeem
     Shares until it is satisfied that the endorsement or instructions are valid
     and genuine. For that purpose, it will require, unless otherwise instructed
     by an Authorized Person or except as otherwise provided in this paragraph,
     a Medallion signature guarantee by an "Eligible Guarantor Institution" as
     that term is defined by Commission in Rule 17Ad-15. Transfer Agent also
     reserves the right to refuse to exchange, transfer or redeem Shares until
     it is satisfied that the


                                       3



     requested exchange, transfer or redemption is legally authorized, and it
     shall incur no liability for the refusal, in good faith, to make exchanges,
     transfers or redemptions which Transfer Agent, in its judgment, deems
     improper or unauthorized, or until it is satisfied that there is no
     reasonable basis to any claims adverse to such exchange, transfer or
     redemption. Notwithstanding any provision contained in this Agreement to
     the contrary, Transfer Agent shall not be required or expected to require,
     as a condition to any exchange, transfer or redemption of any Shares
     pursuant to an electronic data transmission, any documents to evidence the
     authority of the person requesting the exchange, transfer or redemption
     and/or the payment of any stock transfer taxes, and shall be fully
     protected in acting in accordance with the applicable provisions of this
     Section 3(e).

          (iv) In connection with each purchase and each redemption of Shares,
     Transfer Agent shall send such statements as are prescribed by the federal
     securities laws applicable to transfer agents or as described in the
     Prospectus. It is understood that certificates for Shares have not been and
     will not be offered by the Trust or made available to Shareholders.

          (v) Transfer Agent and the Trust shall establish procedures for
     effecting purchase, redemption, exchange or transfer transactions accepted
     from Shareholders by telephone or other methods consistent with the terms
     of the Prospectus. Transfer Agent may establish such additional procedures,
     rules and requirements governing the purchase, redemption, exchange or
     transfer of Shares, as it may deem advisable and consistent with the
     Prospectus and industry practice. Transfer Agent shall not be liable, and
     shall be held harmless by the Trust, for its actions or omissions which are
     consistent with the foregoing procedures.

     (f)  DIVIDENDS AND DISTRIBUTIONS

          (i) When a dividend or distribution has been declared, the Trust shall
     give or cause to be given to Transfer Agent a copy of a resolution of the
     Board that either:

               (A) sets forth the date of the declaration of a dividend or
          distribution, the date of accrual or payment, as the case may be,
          thereof, the record date as of which Shareholders entitled to payment
          or accrual, as the case may be, shall be determined, the amount per
          Share of such dividend or distribution, the payment date on which all
          previously accrued and unpaid dividends are to be paid, and the total
          amount, if any, payable to Transfer Agent on such payment date; or

               (B) authorizes the declaration of dividends and distributions on
          a daily or other periodic basis and further authorizes Transfer Agent
          to rely on a certificate of an Authorized Person setting forth the
          information described in subparagraph (A) above.

          (ii) In connection with a reinvestment of a dividend or distribution
     of Shares of a Fund, Transfer Agent shall as of each Fund Business Day, as
     specified in a certificate or resolution described in subparagraph (i),
     issue Shares of the Fund based on the NAV per Share of such Fund specified
     in a communication received from or on behalf of the Fund on such Fund
     Business Day.

          (iii) Upon the mail date specified in such certificate or resolution,
     as the case may be, the Trust shall, in the case of a cash dividend or
     distribution, cause the Custodian to deposit in an account in the name of
     Transfer Agent on behalf of a Fund, an amount of cash sufficient for
     Transfer Agent to make the payment, as of the mail date specified in such
     certificate or resolution, as the case may be, to the Shareholders who were
     of record on the record date. Transfer Agent will, upon receipt of


                                       4



     any such cash, make payment of such cash dividends or distributions to the
     Shareholders as of the record date. Transfer Agent shall not be liable for
     any improper payments made in accordance with a certificate or resolution
     described in the preceding paragraph. If Transfer Agent does not receive
     from the Custodian sufficient cash to make payments of any cash dividend or
     distribution to all Shareholders of a Fund as of the record date, Transfer
     Agent shall, upon notifying the Trust, withhold payment to such
     Shareholders until sufficient cash is provided to Transfer Agent.

          (iv) It is understood that Transfer Agent in its capacity as transfer
     agent and dividend disbursing agent shall in no way be responsible for the
     determination of the rate or form of dividends or capital gain
     distributions due to the Shareholders pursuant to the terms of this
     Agreement. It is further understood that Transfer Agent shall file with the
     Internal Revenue Service and Shareholders such appropriate federal tax
     forms concerning the payment of dividend and capital gain distributions but
     shall in no way be responsible for the collection or withholding of taxes
     due on such dividends or distributions due to shareholders, except and only
     to the extent, required by applicable federal law.

     (g)  RECORDS

          (i) Transfer Agent shall keep those records specified in Schedule D
     hereto in the form and manner, and for such period, as it may deem
     advisable but not inconsistent with the rules and regulations of
     appropriate government authorities, in particular Rules 31a-2 and 31a-3
     under the 1940 Act. Transfer Agent shall destroy records only at the
     direction of the Trust, and any such destruction shall comply with the
     provisions of Section 248.30(b) of Regulation S-P (17 CFR 248.1 -248.30) .
     Transfer Agent may deliver to the Trust from time to time at Transfer
     Agent's discretion, for safekeeping or disposition by Transfer Agent in
     accordance with law, such records, papers and documents accumulated in the
     execution of its duties as transfer agent, as Transfer Agent may deem
     expedient, other than those which Transfer Agent is itself required to
     maintain pursuant to applicable laws and regulations. The Trust shall
     assume all responsibility for any failure thereafter to produce any record,
     paper, or other document so returned, if and when required. To the extent
     required by Section 31 of the 1940 Act and the rules and regulations
     thereunder, the records specified in Schedule D hereto maintained by
     Transfer Agent, which have not been previously delivered to the Trust
     pursuant to the foregoing provisions of this paragraph, shall be considered
     to be the property of the Trust, shall be made available upon request for
     inspection by the trustees, officers, employees, and auditors of the Trust.
     Notwithstanding anything contained herein to the contrary, Transfer Agent
     shall be permitted to maintain copies of any such records, papers and
     documents to the extent necessary to comply with the recordkeeping
     requirements of federal and state securities laws, tax laws and other
     applicable laws.

     (h)   ANTI-MONEY LAUNDERING ("AML") SERVICES

          (i) BACKGROUND In order to assist its transfer agency clients with
     their AML responsibilities under the USA PATRIOT Act of 2001, the Bank
     Secrecy Act of 1970, the customer identification program rules jointly
     adopted by the Commission and the U.S. Treasury Department and other
     applicable regulations adopted thereunder (the "AML Laws"), Transfer Agent
     offers various tools designed to: (a) aid in the detection and reporting of
     potential money laundering activity by monitoring certain aspects of
     Shareholder activity; and (b) assist in the verification of persons opening
     accounts with the Trust and determine whether such persons appear on any
     list of known or suspected terrorists or terrorist organizations ("AML
     Monitoring Activities"). In connection with the AML Monitoring Activities,
     Transfer Agent may encounter Shareholder activity that would require it to
     file a Suspicious Activity Report ("SAR") with the Department of the
     Treasury's Financial Crimes Enforcement Network


                                       5



     ("FinCEN"), as required by 31 CFR 103.15(a)(2) ("Suspicious Activity"). The
     Trust has, after review, selected various procedures and tools offered by
     Transfer Agent to comply with its AML and customer identification program
     obligations under the AML Laws (the "AML Procedures"), and desires to
     implement the AML Procedures as part of its overall AML program and,
     subject to the terms of the AML Laws, delegate to Transfer Agent the
     day-to-day operation of the AML Procedures on behalf of the Trust.

          (ii) DELEGATION The Trust acknowledges that it has had an opportunity
     to review, consider and select the AML Procedures and the Trust has
     determined that the AML Procedures, as part of the Trust's overall AML
     program, are reasonably designed to prevent the Funds from being used for
     money laundering or the financing of terrorist activities and to achieve
     compliance with the applicable provisions of the AML Laws. Based on this
     determination, the Trust hereby instructs and directs Transfer Agent to
     implement the AML Procedures on its behalf, as such may be amended or
     revised from time to time. The customer identification verification
     component of the AML Procedures applies only to Shareholders who are
     residents of the United States. The Trust hereby also delegates to Transfer
     Agent the authority to report Suspicious Activity to FinCEN.

          (iii) SAR FILING PROCEDURES

               (A) When Transfer Agent observes any Suspicious Activity,
          Transfer Agent shall prepare a draft of a SAR on Form SAR-SF, and
          shall send a copy to the Trust's AML officer for review. Transfer
          Agent shall complete each SAR in accordance with the procedures set
          forth in 31 CFR [section]103.15(a)(3), with the intent to satisfy the
          reporting obligation of both Transfer Agent and the Trust.
          Accordingly, the SAR shall include the name of both Transfer Agent and
          the Trust, and shall include the words, "joint filing" in the
          narrative section.

               (B) The Trust's AML officer shall review the SAR and provide
          comments, if any, to Transfer Agent within a time frame sufficient to
          permit Transfer Agent to file the SAR in accordance with the deadline
          set forth in 31 CFR [section]103.15(b)(3) . Upon receipt of final
          approval from the Trust's AML officer, Transfer Agent (or its
          affiliate) shall file the SAR in accordance with the procedures set
          forth in 31 CFR [section]103.15(b) .

               (C) Transfer Agent shall provide to the Trust a copy of each SAR
          filed, together with supporting documentation. In addition, Transfer
          Agent shall maintain a copy of the same for a period of at least five
          (5) years from the date of the SAR filing.

               (D) Nothing in this Agreement shall prevent either party from
          making a determination that such party has an obligation under the USA
          PATRIOT Act of 2001 to file a SAR relating to any Suspicious Activity,
          and from making such filing independent of the other party hereto.

          (iv) AMENDMENT TO PROCEDURES It is contemplated that the AML
     Procedures will be amended from time to time by the parties as directed by
     the Trust as additional regulations are adopted and/or regulatory guidance
     is provided relating to the Trust's AML responsibilities.

          (v) REPORTING Transfer Agent agrees to provide to the Trust: (i)
     prompt notification of any transaction or combination of transactions that
     Transfer Agent believes, based on the AML Procedures, evidence potential
     money laundering activity in connection with the Trust or any Shareholder;
     (ii) prompt notification of any true and complete match of a Shareholder(s)
     to the names


                                       6



     included on the Office of Foreign Asset Controls (OFAC) list or any Section
     314(a) search list; (iii) any reports received by Transfer Agent from any
     government agency or applicable industry self-regulatory organization
     pertaining to Transfer Agent's AML Monitoring Activities; (iv) any action
     taken in response to AML violations as described above; and, (v) quarterly
     reports of its monitoring and verification activities on behalf of the
     Trust. Transfer Agent shall provide such other reports on the verification
     activities conducted at the direction of the Trust as may be agreed to from
     time to time by Transfer Agent and the Trust's AML officer.

          (vi) INSPECTION The Trust hereby directs, and Transfer Agent agrees
     to: (1) permit federal regulators access to such information and records
     maintained by Transfer Agent and relating to Transfer Agent's
     implementation of the AML Procedures on behalf of the Trust, as they may
     request; and, (2) permit such federal regulators to inspect Transfer
     Agent's implementation of the AML Procedures on behalf of the Trust.

          (vii) DISCLOSURE OBLIGATIONS REGARDING SARS Neither Transfer Agent nor
     the Trust shall disclose any SAR filed or the information included in a SAR
     to any third party other than affiliates of Transfer Agent or the Trust on
     a need to know basis and in accordance with applicable law, rule,
     regulation and interpretation, that would disclose that a SAR has been
     filed.

3.   REPRESENTATIONS AND DELIVERIES

     (a) The Trust shall deliver or cause the following documents to be
delivered to Transfer Agent:

          (1) A copy of the Declaration of Trust and By-laws and all amendments
     thereto, certified by the Secretary of the Trust;


          (2) Copies of the Trust's Registration Statement, as of the date of
     this Agreement, together with any applications filed in connection
     therewith;

          (3) A certificate signed by the President and Secretary of the Trust
     specifying the number of authorized Shares and the number of such
     authorized Shares issued and currently outstanding, if any, the validity of
     the authorized and outstanding Shares, whether such shares are fully paid
     and non-assessable, and the status of the Shares under the 1933 Act and any
     other applicable federal law or regulation;

          (4) A certified copy of the resolutions of the Board appointing
     Transfer Agent and authorizing the execution of this Agreement on behalf of
     the Trust; and

          (5) A certificate containing the names of the initial Authorized
     Persons in a form acceptable to Transfer Agent. Any officer of the Trust
     shall be considered an Authorized Person (unless such authority is limited
     in a writing from the Trust and received by Transfer Agent) and has the
     authority to appoint additional Authorized Persons, to limit or revoke the
     authority of any previously designated Authorized Person, and to certify to
     Transfer Agent the names of the Authorized Persons from time to time. The
     certificate required by this paragraph shall be signed by an officer of the
     Trust and designate the names of the Trust's initial Authorized Persons.


                                       7



          (6) All Shareholder account records in a format acceptable to Transfer
     Agent, in Milwaukee, Wisconsin and at the Trust's expense.

          (7) Prior written notice of any increase or decrease in the total
     number of Shares authorized to be issued, or the issuance of any additional
     Shares of a Fund pursuant to stock dividends, stock splits,
     recapitalizations, capital adjustments or similar transactions, and to
     deliver to Transfer Agent such documents, certificates, reports and legal
     opinions as it may reasonably request.

          (8) All other documents, records and information that Transfer Agent
     may reasonably request in order for Transfer Agent to perform the Services
     hereunder.

     (b)  The Trust represents and warrants to Transfer Agent that:

          (1) It is a statutory trust duly organized and existing under the laws
     of the State of Delaware; it is empowered under applicable laws and by its
     Declaration of Trust and By-laws to enter into and perform this Agreement;
     and all requisite corporate proceedings have been taken to authorize it to
     enter into and perform this Agreement.

          (2) Any officer of the Trust has the authority to appoint additional
     Authorized Persons, to limit or revoke the authority of any previously
     designated Authorized Person, and to certify to Transfer Agent the names of
     such Authorized Persons.

          (3) It is duly registered as an open-end investment company under the
     1940 Act.

          (4) A Registration Statement under the 1933 Act will be effective
     before the Fund will issue Shares and will remain effective during such
     period as the Fund is offering Shares for sale. Additionally, appropriate
     state securities laws filings will be made before Shares are issued in any
     jurisdiction and such filings will continue to be made, with respect to
     Shares of the Funds being offered for sale.

          (5) All outstanding Shares are validly issued, fully paid and
     non-assessable and when Shares are hereafter issued in accordance with the
     terms of the Declaration of Trust and each Fund's Prospectus, such Shares
     shall be validly issued, fully paid and non-assessable.

          (6) It is conducting its business in compliance in all material
     respects with all applicable laws and regulations, both state and federal,
     and has obtained all regulatory approvals necessary to carry on its
     business as now conducted; there is no statute, rule, regulation, order or
     judgment binding on it and no provision of its Declaration of Trust,
     By-laws or any contract binding it or affecting its property which would
     prohibit its execution or performance of this Agreement.

     (c) During the term of this Agreement the Trust shall have the ongoing
obligation to provide Transfer Agent with a copy of each Fund's currently
effective Prospectus as soon as they become effective. For purposes of this
Agreement, Transfer Agent shall not be deemed to have notice of any information
contained in any such Prospectus until a reasonable time after it is actually
received by Transfer Agent.

     (d) The Board and the Investment Adviser have and retain primary
responsibility for all compliance matters relating to the Trust and the Funds
including but not limited to compliance with the


                                       8



1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of
2001, the Sarbanes-Oxley Act of 2002 and the policies and limitations of each
Fund as set forth in the Prospectus. Transfer Agent's Services hereunder shall
not relieve the Board and the Investment Adviser of their primary day-to-day
responsibility for assuring such compliance.  Notwithstanding the foregoing,
the Transfer Agent will be responsible for its own compliance with such
statutes insofar as such statutes are applicable to the Services it has agreed
to provide hereunder, and will promptly notify the Trust if it becomes aware of
any material non-compliance which relates to the Trust. The Transfer Agent
shall provide the Trust with quarterly and annual certifications (on a calendar
basis) with respect to the design and operational effectiveness of its
compliance and procedures.

     (e) The Trust agrees to take or cause to be taken all requisite steps to
qualify the Shares for sale in all states in which the Shares shall at the time
be offered for sale and require qualification. If the Trust receives notice of
any stop order or other proceeding in any such state affecting such
qualification or the sale of Shares, or of any stop order or other proceeding
under the federal securities laws affecting the sale of Shares, the Trust will
give prompt notice thereof to Transfer Agent.

     (f) The Trust agrees that it shall advise Transfer Agent in writing at
least thirty (30) days prior to affecting any change in any Prospectus which
would increase or alter the duties and obligations of Transfer Agent hereunder,
and shall proceed with such change only if it shall have received the written
consent of Transfer Agent thereto.

     (g) TRUST INSTRUCTIONS

          (i) The Trust shall cause the Trust's officers, trustees, Investment
     Adviser, legal counsel, independent accountants, administrator, fund
     accountant, Custodian and other service providers and agents, past or
     present, to cooperate with Transfer Agent and to provide Transfer Agent
     with such information, documents and communications as necessary and/or
     appropriate or as requested by Transfer Agent, in order to enable Transfer
     Agent to perform the Services. In connection with the performance of the
     Services, Transfer Agent shall (without investigation or verification) be
     entitled, and is hereby instructed to, rely upon any and all Instructions,
     communications, information or documents provided to Transfer Agent by a
     representative of the Trust or by any of the aforementioned persons.
     Transfer Agent shall be entitled to rely on any document that it reasonably
     believes to be genuine and to have been signed or presented by the proper
     party. Fees charged by such persons shall be an expense of the Trust
     Transfer Agent shall not be held to have notice of any change of authority
     of any trustee, officer, agent, representative or employee of the Trust,
     Investment Adviser, Authorized Person or service provider until receipt of
     written notice thereof from the Trust.

          (ii) The Trust shall provide Transfer Agent with an updated
     certificate evidencing the appointment, removal or change of authority of
     any Authorized Person, it being understood Transfer Agent shall not be held
     to have notice of any change in the authority of any Authorized Person
     until receipt of written notice thereof from the Trust.

          (iii) Transfer Agent, its officers, agents or employees shall accept
     Instructions given to them by any person representing or acting on behalf
     of the Trust only if such representative is an Authorized Person. The Trust
     agrees that when oral Instructions are given, it shall, upon the request of
     Transfer Agent, confirm such Instructions in writing.


                                       9



          (iv) At any time, Transfer Agent may request Instructions from the
     Trust with respect to any matter arising in connection with this Agreement.
     If such Instructions are not received within a reasonable time, then
     Transfer Agent may seek advice from legal counsel for the Trust at the
     expense of the Trust, or its own legal counsel at its own expense, and it
     shall not be liable for any action taken or not taken by it in good faith
     in accordance with such Instructions or in accordance with advice of
     counsel.

     (h)  Transfer Agent represents and warrants to the Trust that:

          (i) It is a corporation duly organized and existing under the laws of
     the State of Wisconsin; it is empowered under applicable law and by its
     Articles of Incorporation and By-laws to enter into and perform this
     Agreement; and all requisite proceedings have been taken to authorize it to
     enter into and perform this Agreement.

          (ii) It is conducting its business in compliance in all material
     respects with all applicable laws and regulations, both state and federal,
     and has obtained all regulatory approvals necessary to carry on its
     business as now conducted; there is no statute, rule regulation, order or
     judgment binding on it and no provision of its operating documents or any
     contract binding it or affecting its property which would prohibit its
     execution or performance of this Agreement.

          (iii) Transfer Agent shall maintain a disaster recovery and business
     continuity plan and adequate and reliable computer and other equipment
     necessary and appropriate to carry out its obligations under this
     Agreement. Upon the Trust's reasonable request, the Transfer Agent shall
     provide supplemental information concerning the aspects of its disaster
     recovery and business continuity plan that are relevant to the Services.

          (iv) It is duly registered as a transfer agent under Section 17A of
     the 1934 Act to the extent required.

4.   FEES AND EXPENSES

     (a) As compensation for the performance of the Services, the Trust agrees
to pay Transfer Agent the fees set forth on Schedule C hereto. Fees shall be
adjusted in accordance with Schedule C or as otherwise agreed to by the parties
from time to time. Fees shall be earned and paid monthly in an amount equal to
at least 1/12(th) of the applicable annual fee. Basis point fees and minimum
annual fees apply separately to each Fund, and average net assets are not
aggregated in calculating the applicable basis point fee per Fund or the
applicable minimum. The parties may amend this Agreement to include fees for any
additional services requested by the Trust, enhancements to current Services, or
to add Funds. The Trust agrees to pay Transfer Agent such fees as may be agreed
between the parties for Services added to, or for any enhancements to existing
Services set forth on Schedule B after the execution of this Agreement. In
addition, to the extent that Transfer Agent corrects, verifies or addresses any
prior actions or inactions by any Fund or by any prior agent or service
provider, Transfer Agent shall be entitled to additional fees as provided in
Schedule C as long as the Fund has been provided with reasonable advance notice.
In the event of any disagreement between this Agreement and Schedule C, the
terms of Schedule C shall control.

     (b) [For the purpose of determining fees payable to Transfer Agent, NAV
shall be computed in accordance with the Prospectus and resolutions of the
Board. The fee for the period from the day of


                                       10



the month this Agreement is entered into until the end of that month shall be
pro-rated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should this Agreement
be terminated or the Trust or any Fund(s) be liquidated, merged with or
acquired by another fund or investment company, any accrued fees shall be
immediately payable.]

     (c) Transfer Agent will bear all expenses incurred by it in connection with
its performance of Services, except as otherwise provided herein. Transfer Agent
shall not be required to pay or finance any costs and expenses incurred in the
operation of the Funds, including, but not limited to: taxes; interest;
brokerage fees and commissions; salaries, fees and expenses of officers and
trustees; Commission fees and state Blue Sky fees; advisory fees; charges of
custodians, administrators, fund accountants, dividend disbursing and accounting
services agents and other service providers; security pricing services;
insurance premiums; outside auditing and legal expenses; costs of organization
and maintenance of corporate existence; taxes and fees payable to federal, state
and other governmental agencies; preparation, typesetting, printing, proofing
and mailing of Prospectuses, statements of additional information, supplements,
notices, forms and applications and proxy materials for regulatory purposes and
for distribution to current Shareholders; preparation, typesetting, printing,
proofing and mailing and other costs of Shareholder reports; expenses in
connection with the electronic transmission of documents and information
including electronic filings with the Commission and the states; research and
statistical data services; expenses incidental to holding meetings of the Fund's
Shareholders and Trustees; fees and expenses associated with internet, e-mail
and other related activities; and extraordinary expenses. Expenses incurred for
distribution of Shares, including the typesetting, printing, proofing and
mailing of Prospectuses for persons who are not Shareholders, will be borne by
the Investment Adviser, except for such expenses permitted to be paid under a
distribution plan adopted in accordance with applicable laws.

     (d) The Trust also agrees to promptly reimburse Transfer Agent for all
out-of-pocket expenses or disbursements incurred by Transfer Agent in connection
with the performance of Services under this Agreement as described below.
Out-of-pocket expenses shall include, but not be limited to, those items
specified on Schedule C hereto. If requested by Transfer Agent, and subject to
approval by the Trust (which approval shall not be unreasonably withheld),
out-of-pocket expenses are payable in advance. Payment of postage expenses, if
prepayment is requested, is due at least seven (7) days prior to the anticipated
mail date. In the event Transfer Agent requests advance payment, Transfer Agent
shall not be obligated to incur such expenses or perform the related Service(s)
until payment is received.

     (e) The Trust agrees to pay all amounts due hereunder within thirty (30)
days of the date reflected on the statement for such Services (the "Due Date").
Except as provided in Schedule C, Transfer Agent shall bill Service fees
monthly, and out-of-pocket expenses as incurred (unless prepayment is requested
by Transfer Agent). Transfer Agent may, at its option, arrange to have various
service providers submit invoices directly to the Trust for payment of
reimbursable out-of-pocket expenses.

     (f) The Trust is aware that its failure to remit to Transfer Agent all
amounts due on or before the Due Date will cause Transfer Agent to incur costs
not contemplated by this Agreement, including, but not limited to carrying,
processing and accounting charges. Accordingly, in the event that Transfer Agent
does not receive any amounts due hereunder by the Due Date, the Trust agrees to
pay a late


                                       11



charge on the overdue amount equal to one and one-half percent (1.5%) per month
or the maximum amount permitted by law, whichever is less. In addition, the
Trust shall pay Transfer Agent's reasonable attorney's fees and court costs if
any amounts due Transfer Agent in the event that an attorney is engaged to
assist in the collection of amounts due.  The parties hereby agree that such
late charge represents a fair and reasonable computation of the costs incurred
by reason of the Trust's late payment. Acceptance of such late charge shall in
no event constitute a waiver by Transfer Agent of the Trust's default or
prevent Transfer Agent from exercising any other rights and remedies available
to it.

     (g) In the event that any charges are disputed, the Trust shall, on or
before the Due Date, pay all undisputed amounts due hereunder and notify
Transfer Agent in writing of any disputed charges for out-of-pocket expenses
which it is disputing in good faith. Payment for such disputed charges shall be
due on or before the close of the fifth (5th) business day after the day on
which Transfer Agent provides documentation which an objective observer would
agree reasonably supports the disputed charges (the "Revised Due Date"). Late
charges shall not begin to accrue as to charges disputed in good faith until the
first day after the Revised Due Date.

     (h) The Trust acknowledges that the fees charged by Transfer Agent under
this Agreement reflect the allocation of risk between the parties, including the
exclusion of remedies and limitations of liability in Sections 2, 3 and 6.
Modifying the allocation of risk from what is stated herein would affect the
fees that Transfer Agent charges. Accordingly, in consideration of those fees,
the Trust agrees to the stated allocation of risk.

5.   CONFIDENTIAL INFORMATION

     Transfer Agent agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Funds' Shareholders, not to use such information
other than in the performance of its responsibilities and duties hereunder, and
not to disclose such information except: (i) when requested to divulge such
information by duly-constituted authorities or court process; (ii) when
requested by a Shareholder or Shareholder's agent with respect to information
concerning an account as to which such Shareholder has either a legal or
beneficial interest; (iii) when requested by the Trust, a Fund, the Shareholder,
the Shareholder's agent or the dealer of record with respect to such account;
(iv) to seek to prevent fraud and/or money laundering by providing certain
shareholder information to other financial institutions; (v) to an affiliate, as
defined by Section 248.3(a) of Regulation S-P; or, (vi) pursuant to any other
exception permitted by Sections 248.14 and 248.15 of Regulation S-P in the
ordinary course of business to carry out the activities covered by the exception
under which Transfer Agent received the information. In case of any requests or
demands for inspection of the records of the Funds, Transfer Agent will endeavor
to notify the Trust promptly and to secure instructions from a representative of
the Trust as to such inspection. Records and information which have become known
to the public through no wrongful act of Transfer Agent or any of its employees,
agents or representatives, and information which was already in the possession
of Transfer Agent prior to receipt thereof, shall not be subject to this
section. Any party appointed pursuant to Section 2(b) above shall be required to
observe the confidentiality obligations contained herein. Transfer Agent will
implement and maintain such appropriate security measures as are necessary for
the protection of confidential shareholder information. The obligations of the
parties under Section 5 shall indefinitely survive the termination of this
Agreement.


                                       12



     6. LIMITATION OF LIABILITY In addition to the limitations of liability
contained in Sections 2 and 3 of this Agreement:

     (a) Transfer Agent shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or the Funds in connection with the
matters to which this Agreement relates, except for a loss resulting from
Transfer Agent's willful misfeasance, bad faith or negligence in the performance
of its duties or from reckless disregard by it of its obligations and duties
under this Agreement. Furthermore, Transfer Agent shall not be liable for: (1)
any action taken or omitted to be taken in accordance with or in reliance upon
Instructions, communications, data, documents or information (without
investigation or verification) received by Transfer Agent from an officer or
representative of the Trust or from any Authorized Person; or, (2) any action
taken, or omission by, a Fund, the Trust, Investment Adviser, any Authorized
Person or any past or current service provider (not including Transfer Agent).

     (b) Notwithstanding anything herein to the contrary, Transfer Agent will be
excused from its obligation to perform any Service or obligation required of it
hereunder for the duration that such performance is prevented by events beyond
its reasonable control and shall not be liable for any default, damage, loss of
data or documents, errors, delay or any other loss whatsoever caused thereby.
Transfer Agent will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
reasonable control.

     (c) In no event and under no circumstances shall the Indemnified Parties
(as defined below) be liable to anyone, including, without limitation, the other
party, under any theory of tort, contract, strict liability or other legal or
equitable theory for lost profits, exemplary, punitive, special, indirect or
consequential damages for any act or failure to act under any provision of this
Agreement regardless of whether such damages were foreseeable and even if
advised of the possibility thereof.

     (d) Notwithstanding any other provision of this Agreement, Transfer Agent
shall have no duty or obligation under this Agreement to inquire into, and shall
not be liable for:

          (i) the legality of the issue or sale of any Shares, the sufficiency
     of the amount to be received therefor, or the authority of the Trust, as
     the case may be, to request such sale or issuance;

          (ii) the legality of a transfer, exchange, purchase or redemption of
     any Shares, the propriety of the amount to be paid therefor, or the
     authority of the Trust, as the case may be, to request such transfer,
     exchange or redemption;

          (iii) the legality of the declaration of any dividend by the Trust, or
     the legality of the issue of any Shares in payment of any stock dividend;

          (iv) the legality of any recapitalization or readjustment of Shares;

          (v) Transfer Agent's acting upon telephone or electronic instructions
     relating to the purchase, transfer, exchange or redemption of Shares
     received by Transfer Agent in accordance with procedures established by
     Transfer Agent and the Trust; or

          (vi) the offer or sale of Shares in violation of any requirement under
     the securities laws or regulations of any jurisdiction that such Shares be
     qualified for sale in such state or in violation of any stop order or
     determination or ruling by any state with respect to the offer or sale of
     such Shares in such state.


                                       13



     (e) Transfer Agent may, in effecting transfers and redemptions of Shares,
rely upon those provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers (or such other statutes which protect it and the
Trust in not requiring complete fiduciary documentation) and shall not be
responsible for any act done or omitted by it in good faith in reliance upon
such laws. Notwithstanding the foregoing or any other provision contained in
this Agreement to the contrary, Transfer Agent shall be fully protected by each
Fund in not requiring any instruments, documents, assurances, endorsements or
guarantees, including, without limitation, any Medallion signature guarantees,
in connection with a redemption, exchange or transfer of Shares whenever
Transfer Agent reasonably believes that requiring the same would be inconsistent
with the transfer, exchange and redemption procedures described in the
Prospectus.

     (f) The obligations of the parties under Section 6 shall indefinitely
survive the termination of this Agreement.

7.   INDEMNIFICATION

     (a) The Trust agrees to indemnify and hold harmless Transfer Agent, its
employees, agents, officers, directors, shareholders, affiliates and nominees
(collectively, "Indemnified Parties") from and against any and all claims,
demands, actions and suits, and any and all judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character ("Losses") which may be asserted against or incurred by any
Indemnified Party or for which any Indemnified Party may be held liable (a
"Claim"), arising out of or in any way relating to any of the following:

          (i) any action or omission of Transfer Agent in connection with this
     Agreement and occurring in connection with the performance of its duties
     and obligations hereunder, except to the extent a Claim resulted from
     Transfer Agent's willful misfeasance, bad faith, negligence in the
     performance of its duties or from reckless disregard by it of its
     obligations and duties hereunder;

          (ii) Transfer Agent's reliance on, implementation of, or use of
     Instructions, communications, data, documents or information (without
     investigation or verification) received by Transfer Agent from an officer
     or representative of the Trust, any Authorized Person or any past or
     current service provider (not including Transfer Agent);

          (iii) any action taken, or omission by, a Fund, the Trust, Investment
     Adviser, any Authorized Person or any past or current service provider (not
     including Transfer Agent);

          (iv) the Trust's refusal or failure to comply with the terms of this
     Agreement, or any Claim that arises out of the Trust's negligence or
     misconduct or breach of any representation or warranty of the Trust made
     herein;

          (v) the legality of the issue or sale of any Shares, the sufficiency
     of the amount received therefore, or the authority of the Trust, as the
     case may be, to have requested such sale or issuance;

          (vi) the legality of the declaration of any dividend by the Trust, or
     the legality of the issue of any Shares in payment of any stock dividend;


                                       14



          (vii) the legality of any recapitalization or readjustment of Shares;

          (viii) Transfer Agent's acting upon telephone or electronic
     instructions relating to the purchase, transfer, exchange or redemption of
     Shares received by Transfer Agent in accordance with procedures established
     by Transfer Agent and the Trust;

          (ix) the acceptance, processing and/or negotiation of a fraudulent
     payment for the purchase of Shares unless the result of Transfer Agent's or
     its affiliates' willful misfeasance, bad faith or negligence in the
     performance of its duties or from reckless disregard by it of its
     obligations and duties under this Agreement. In the absence of a finding to
     the contrary, the acceptance, processing and/or negotiation of a fraudulent
     payment for the purchase, redemption, transfer or exchange of Shares shall
     be presumed not to have been the result of Transfer Agent's or its
     affiliates' willful misfeasance, bad faith or negligence; and

          (x) the offer or sale of Shares in violation of any requirement under
     the securities laws or regulations of any state or other jurisdiction that
     such Shares be qualified for sale in such state or in violation of any stop
     order or determination or ruling by any state with respect to the offer or
     sale of such Shares in such state.

     (b) Promptly after receipt by Transfer Agent of notice of the commencement
of an investigation, action, claim or proceeding, Transfer Agent shall, if a
claim for indemnification in respect thereof is made under this section, notify
the Trust in writing of the commencement thereof, although the failure to do so
shall not prevent recovery by Transfer Agent or any Indemnified Party. The Trust
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce any such Loss, but
if the Trust elects to assume the defense, such defense shall be conducted by
counsel chosen by the Trust and approved by Transfer Agent, which approval shall
not be unreasonably withheld. In the event the Trust elects to assume the
defense of any such suit and retain such counsel and notifies Transfer Agent of
such election, the indemnified defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them subsequent to
the receipt of the Trust's election. If the Trust does not elect to assume the
defense of any such suit, or in case Transfer Agent does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Trust, or in case there is
a conflict of interest between the Trust and Transfer Agent or any Indemnified
Party, the Trust will reimburse the Indemnified Party or Parties named as
defendant or defendants in such suit, for the fees and expenses of any counsel
retained by Transfer Agent and them. The Trust's indemnification agreement
contained in this Section 7 and the Trust's representations and warranties in
this Agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of Transfer Agent and each Indemnified
Party, and shall survive the delivery of any Shares and the termination of this
Agreement. This agreement of indemnity will inure exclusively to Transfer
Agent's benefit, to the benefit of each Indemnified Party and their estates and
successors. The Trust agrees to promptly notify Transfer Agent of the
commencement of any litigation or proceedings against the Trust or any of its
officers or directors in connection with the issue and sale of any of the
Shares.

     (c) The obligations of the parties under Section 7 shall indefinitely
survive the termination of this Agreement.


                                       15



8. TERM

     (a) This Agreement shall become effective with respect to each Fund as of
the date hereof and, with respect to each Fund not in existence on that date, on
the date an amendment to Schedule A to this Agreement relating to that Fund is
executed. Unless sooner terminated as provided herein, this Agreement shall
continue in effect with respect to each Fund for a two-year period beginning on
the date of this Agreement (the "Initial Term"). Thereafter, if not terminated
as provided herein, the Agreement shall continue automatically in effect as to
each Fund for successive annual periods (each a "Renewal Term") .

     (b) In the event this Agreement is terminated by the Trust prior to the end
of the Initial Term or any subsequent Renewal Term, the Trust shall be obligated
to pay Transfer Agent the remaining balance of the fees payable to Transfer
Agent under this Agreement through the end of the Initial Term or Renewal Term,
as applicable. Notwithstanding the foregoing, either party may terminate this
Agreement at the end of the Initial Term or at the end of any successive Renewal
Term (the "Termination Date") by giving the other party a written notice not
less than ninety (90) days' prior to the end of the respective term.
Notwithstanding anything herein to the contrary, upon the termination of the
Agreement as provided herein or the liquidation, merger or acquisition of a Fund
or the Trust, Transfer Agent shall deliver the records of the Trust to the Trust
or its successor service provider at the expense of the Trust in a form that is
consistent with Transfer Agent's applicable license agreements, and thereafter
the Trust or its designee shall be solely responsible for preserving the records
for the periods required by all applicable laws, rules and regulations. The
Trust shall be responsible for all expenses associated with the movement (or
duplication) of records and materials and conversion thereof to a successor
service provider, including all reasonable trailing expenses incurred by
Transfer Agent. All such expenses shall be billed at cost with reasonable
advance notice given to the Trust of an estimate of such expenses. The Trust
shall also be responsible for the payment of the annual closed account fees
referenced in Schedule C hereto. Generally, closed accounts are purged in
September, but may be later due to tax reporting responsibilities. In addition,
in the event of termination of this Agreement, or the proposed liquidation,
merger or acquisition of the Trust or a Fund(s), and Transfer Agent's agreement
to provide additional Services in connection therewith, Transfer Agent shall
provide such Services and be entitled to such compensation as the parties may
mutually agree. Transfer Agent shall not reduce the level of service provided to
the Trust prior to termination following notice of termination by the Trust.

     (c) In the event such notice is given by the Trust pursuant to subparagraph
(c), it shall be accompanied by a copy of a resolution of the Board certified by
the Secretary or any Assistant Secretary, electing to terminate this Agreement
and designating the successor transfer agent or transfer agents. In the event
such notice is given by Transfer Agent, the Trust shall on or before the
termination date, deliver to Transfer Agent a copy of a resolution of its Board
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent or transfer agents. In the absence of such designation by the
Trust, the Trust shall be deemed to be its own transfer agent as of the
termination date and Transfer Agent shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement.

9.   MISCELLANEOUS

     (a) Any notice required or permitted to be given by either party to the
other under this Agreement shall be in writing and shall be deemed to have been
given when received by the other party. Such notices shall be sent to the
addresses listed below, or to such other location as either party may from time
to time designate in writing:


                                       16



IF TO TRANSFER AGENT:  UMB Fund Services, Inc.
                       235 West Galena Street
                       Milwaukee, Wisconsin 53212
                       Attention: General Counsel

IF TO THE TRUST:       The Community Development Fund
                       6255 Chapman Field Drive
                       Miami, Florida 33156
                       Attention: Kenneth H. Thomas, Ph.D.

     (b) Except as provided to the contrary herein, this Agreement may not be
amended or modified in any manner except by a written agreement executed by both
parties with the formality of this Agreement.

     (c) This Agreement shall be governed by Wisconsin law, excluding the laws
on conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or order of
the Commission thereunder. Any provision of this Agreement which is determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. In
such case, the parties shall in good faith modify or substitute such provision
consistent with the original intent of the parties.

     (d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument. The facsimile signature of
any party to this Agreement shall constitute the valid and binding execution
hereof by such party.

     (e) The services of Transfer Agent hereunder are not deemed exclusive.
Transfer Agent may render transfer agency and dividend disbursement services and
any other services to others, including other investment companies.

     (f) The captions in the Agreement are included for convenience of reference
only, and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.

     (g) This Agreement is executed by the Trust with respect to each of the
Funds and the obligations hereunder are not binding upon any of the trustees,
officers or Shareholders individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations of
another Fund. The Certificate of Trust is on file with the State of Delaware and
the Declaration of Trust is on file with the U.S. Securities and Exchange
Commission.


                                       17



     (h) This Agreement and the Schedules incorporated hereto constitute the
full and complete understanding and agreement of Transfer Agent and the Trust
and supersedes all prior negotiations, understandings and agreements with
respect to transfer agency and dividend disbursement services.

     (i) Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto and any
actions taken or omitted by any party hereunder shall not affect any rights or
obligations of any other party hereunder.

     (j) Transfer Agent shall retain all right, title and interest in any and
all computer programs, screen formats, report formats, procedures, data bases,
interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, trade secrets,
trademarks and other related legal rights provided, developed or utilized by
Transfer Agent in connection with the Services provided by Transfer Agent to the
Trust hereunder.

     (k) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns. This Agreement shall not be
assignable by either party without the written consent of the other party,
provided, however, that Transfer Agent may, in its sole discretion and upon
advance written notice to the Trust, assign all its right, title and interest in
this Agreement to an affiliate, parent or subsidiary, or to the purchaser of
substantially all of its business.

     (l) The person signing below represents and warrants that he/she is duly
authorized to execute this Agreement on behalf of the Trust.

     (m) The Trust hereby grants to Transfer Agent the right to identify the
Trust as a client and to use the Trust's name and logo in client lists on the
Transfer Agent's website, for marketing purposes and in requests for information
and proposals. Likewise, the Transfer Agent hereby grants to the Trust the right
to identify the Transfer Agent as a service provider and to use the Transfer
Agency's name and logo in service provider lists on the Trust's website, in the
Prospectus or Statement of Additional Information and in other documents for
marketing purposes and in requests for information and proposals.


                                       18



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day, month and year first above
written.

                                   THE COMMUNITY DEVELOPMENT FUND
                                   (the "Trust")

                                   By: /S/ KENNETH H. THOMAS
                                       ---------------------

                                   Title: KENNETH H. THOMAS, PH.D., PRESIDENT
                                          -----------------------------------

                                   Date: JANUARY 22, 2016
                                         ----------------

                                   UMB FUND SERVICES, INC.
                                   ("Transfer Agent")

                                   By: /S/ ANTHONY FISCHER
                                       -------------------

                                   Title: ANTHONY FISCHER, PRESIDENT
                                          --------------------------

                                   Date: JANUARY 25, 2016
                                         ----------------








                                       19



                                   SCHEDULE A
                                     TO THE
                           TRANSFER AGENCY AGREEMENT
                                 BY AND BETWEEN
                         THE COMMUNITY DEVELOPMENT FUND
                                      AND
                            UMB FUND SERVICES, INC.

                                 NAMES OF FUNDS

                         The Community Development Fund































                                       20



                                   SCHEDULE B
                                     TO THE
                           TRANSFER AGENCY AGREEMENT
                                 BY AND BETWEEN
                         THE COMMUNITY DEVELOPMENT FUND
                                      AND
                            UMB FUND SERVICES, INC.

                                    SERVICES

In addition to, or in connection with, the Services set forth in Section 2 of
the Agreement and subject to the direction of, and utilizing information
provided by, the Trust, Investment Adviser, and the Trust's agents, Transfer
Agent will provide the following Services:

     o    Set up and maintain Shareholder accounts and records, including IRAs
          and other retirement accounts

     o    Follow-up with prospects who return incomplete applications

     o    Store account documents electronically

     o    Receive and respond to Shareholder account inquiries by telephone or
          mail, or by e-mail if the response does not require the reference to
          specific Shareholder account information

     o    Process purchase and redemption orders, transfers, and exchanges,
          including automatic purchases and redemptions via postal mail,
          telephone and personal delivery, provided payment for shares is in the
          form of a check, wire transfer or requested ACH, or such other means
          as the parties shall mutually agree

     o    Process dividend payments by check, wire or ACH, or reinvest
          dividends

     o    Issue daily transaction confirmations and monthly or quarterly
          statements

     o    Issue comprehensive clerical confirmation statements for maintenance
          transactions

     o    Provide cost basis statements

     o    Provide information for the mailing of Prospectuses, annual and
          semi-annual reports, and other Shareholder communications to existing
          shareholders

     o    File IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders
          and/or the IRS

     o    Handle load and multi-class processing, including rights of
          accumulation and purchases by letters of intent

     o    Calculate 12b-1 plan fees and payments under shareholder servicing
          plans

     o    Provide standards to structure forms and applications for efficient
          processing


                                       21



     o    Follow up on IRAs, soliciting beneficiary and other information and
          sending required minimum distribution reminder letters

     o    Provide basic report access for up to four (4) people

     o    Assist the Trust in complying with SEC Regulation S-ID adopted under
          the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
          (the "Red Flags Rule") by monitoring/handling shareholder accounts in
          accordance with the Trust's identity theft prevention program and
          reporting any possible instances of identity theft to the Trust

     o    Conduct periodic postal clean-up


                               OPTIONAL SERVICES

The Funds may contract with Transfer Agent to provide one or more of the
following optional services for additional fees.

     o    Transfer Agent's Internet services, including Adviser Services,
          RIA/Broker Services, Shareholder Services, NAV Services, Vision,
          Adviser Central and email services

     o    Shareholder "welcome" packages with initial confirmation

     o    Arrange to make available money market funds for short-term
          investment or exchanges

     o    Dedicated service representatives

     o    Weekend and holiday shareholder services

     o    Customized reorder form tracking

     o    Give dealers access through NSCC's Fund/SERV and Networking

     o    Customized forms, applications and statements

     o    Training on regulatory developments








                                       22



                                   SCHEDULE C
                                     TO THE
                           TRANSFER AGENCY AGREEMENT
                                 BY AND BETWEEN
                         THE COMMUNITY DEVELOPMENT FUND
                                      AND
                            UMB FUND SERVICES, INC.

                                      FEES

[Redacted]


































                                       23



                                   SCHEDULE D
                                     TO THE
                           TRANSFER AGENCY AGREEMENT
                                 BY AND BETWEEN
                         THE COMMUNITY DEVELOPMENT FUND
                                      AND
                            UMB FUND SERVICES, INC.

                      RECORDS MAINTAINED BY TRANSFER AGENT

o    Account applications

o    Checks including check registers, reconciliation records, any adjustment
     records and tax withholding documentation

o    Indemnity bonds for replacement of lost or missing checks

o    Liquidation, redemption, withdrawal and transfer requests including
     signature guarantees and any supporting documentation

o    Shareholder correspondence

o    Shareholder transaction records

o    Share transaction history of the Funds






























                                       24

EX-99.H3

                         THE COMMUNITY DEVELOPMENT FUND

                               CRA SERVICING PLAN

     WHEREAS, The Community Development Fund (the "Trust") is engaged in
business as an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), and the Trust offers for sale
shares of beneficial interest of the Trust ("Shares") that are designated and
classified into one or more distinct series of the Trust, and Shares of such
series may be further divided into one or more classes;

     WHEREAS, the Trust desires to compensate service providers who provide the
services described herein ("Service Providers") to their clients who from time
to time beneficially own Shares of one or more of the classes of the series of
the Trust listed on Exhibit A attached hereto, as it may be amended from time to
time (such clients, "Shareholders," and each such class, a "Class" and,
collectively, the "Classes," and each such series, a "Fund" and, collectively,
the "Funds");

     WHEREAS, the Board of Trustees of the Trust (the "Board") desires to adopt
a plan under which the Service Providers will provide to Shareholders some or
all of the shareholder and/or administrative services or similar
non-distribution services stated in Section 2 herein; and

     WHEREAS, the Board has determined that there is a reasonable likelihood
that this CRA Servicing Plan (the "Plan") will benefit the Trust and the
Shareholders of each of the Classes and Funds.

     NOW, THEREFORE, the Board hereby adopts the following Plan.

     SECTION 1. The Board has adopted this Plan to enable the Trust to directly
or indirectly bear expenses relating to the provision of certain shareholder
and/or administrative services or similar non-distribution services to the
Shareholders of certain Classes of the Funds.

     SECTION 2. With respect to each of the Classes and Funds, the Trust may pay
each Service Provider, including affiliates of the Trust, a fee up to the amount
set forth in Exhibit A for shareholder and/or administrative services or similar
non-distribution services. Services for which this fee may be paid include, but
are not limited to: (i) maintaining books and records that document that the
Fund generally holds The Community Reinvestment Act of 1977 ("CRA")-qualifying
investments with a primary purpose of community development; (ii) determining
whether a particular investment that has been deemed to be a CRA qualified
investment can be "earmarked" to a particular Shareholder for CRA credit based
upon that Shareholder's respective Assessment Area(s); (iii) maintaining books
and records that explicitly earmark for CRA-qualifying purposes which specific
securities in the Fund have been allocated to which specific Shareholders based
on their respective Assessment Area(s); (iv) providing documentation to each
Shareholder that can be provided to the Shareholder's examiner that the
earmarked investments are CRA qualified investments; (v) maintaining books and
records tracking each Shareholder's CRA Assessment Area and updating any changes
in these over time; (vi) providing reports to Shareholders updating them on any
revised CRA regulations or policies that may impact the CRA qualifying nature of
their investments; (vii) confirming that there is no "double counting" or
earmarking of CRA investments in the Fund to more than one Shareholder; (viii)
answering questions regarding earmarked investments from Shareholders and/or
their CRA examiners prior to or during CRA exams; and (ix) maintaining an e-mail
address and website and toll-free phone number through which Shareholders can
make CRA inquiries.




     SECTION 3. The amount of the fees in Exhibit A shall be calculated and
accrued daily and paid monthly or at such other intervals as (i) the Board shall
determine; or (ii) may be provided for in any agreement related to this Plan,
and such fees are based on the average daily net asset value of the Shares of
the relevant Class owned by the Shareholders holding Shares through such Service
Providers.

     SECTION 4. This Plan shall not take effect with respect to any Class of
Shares of a Fund until it has been approved by votes of the majority of both (i)
the Trustees of the Trust and (ii) the Qualified Trustees (as defined in Section
10 herein).

     SECTION 5. This Plan shall continue in effect until terminated as provided
in Section 6.

     SECTION 6. With respect to each Class of Shares of a Fund for which this
Plan is in effect, this Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the Shares of
such Class.

     SECTION 7. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide that such agreement may be terminated at any time, without payment of
any penalty, by the vote of a majority of the Qualified Trustees on not more
than 90 days written notice to any other party to the agreement.

     SECTION 8. This Plan may not be amended without the approval of a majority
of both (i) the Trustees of the Trust and (ii) the Qualified Trustees.

     SECTION 9. During the existence of this Plan, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall provide to the Trustees of the Trust, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made with respect to each Fund, and shall
furnish the Board with such other information as the Board may reasonably
request in connection with payments made under the Plan.

     SECTION 10. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the term "interested person" shall have
the meaning specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

     SECTION 11. This Plan shall not obligate the Trust or any other party to
enter into an agreement with any particular person.

     SECTION 12. If any provision of this Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Plan shall
not be affected thereby.

     SECTION 13. While this Plan is in effect, the selection and nomination of
those Trustees who are not interested persons of the Trust shall be committed to
the discretion of the Trustees then in office who are not interested persons of
the Trust.

DATED: JANUARY 7, 2016




                                   EXHIBIT A
                             DATED JANUARY 7, 2016
                                       TO
                         THE COMMUNITY DEVELOPMENT FUND
                               CRA SERVICING PLAN
                             DATED JANUARY 7, 2016

                               CRA SERVICING FEES

--------------------------------------------------------------------------------
                                                            MAXIMUM CRA
             FUND                  CLASS OF SHARES         SERVICING FEE
--------------------------------------------------------------------------------
The Community Development Fund     Class A Shares              0.20%
--------------------------------------------------------------------------------

EX-99.H4

                          FUND CCO AND AMLCO AGREEMENT

          AGREEMENT made as of January 25, 2016 by and between THE COMMUNITY
DEVELOPMENT FUND, a Delaware statutory trust, with its principal office and
place of business at 6255 Chapman Field Drive, Miami, Florida 33156 (the "Fund
Company"), and FORESIDE FUND OFFICER SERVICES, LLC, a Delaware limited
liability company, with its principal office and place of business at Three
Canal Plaza, Portland, Maine 04101 ("Foreside").

          WHEREAS, the Fund Company is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company and has created and issued shares in one or more series (each such
series a "Fund" and collectively, the "Funds"); and

          WHEREAS, the Fund Company desires that Foreside perform certain
compliance services and Foreside is willing to provide those services on the
terms and conditions set forth in this Agreement;

          NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the Fund Company and Foreside hereby
agree as follows:

          SECTION 1. PROVISION OF CCO AND AMLCO; DELIVERY OF DOCUMENTS

          (a) Foreside hereby agrees to provide a Chief Compliance Officer
("CCO"), as described in Rule 38a-1 of the 1940 Act ("Rule 38a-1"), and an
Anti-Money Laundering Compliance Officer ("AMLCO") to the Fund Company for the
period and on the terms and conditions set forth in this Agreement.

          (b) In connection therewith, the Fund Company has delivered to
Foreside copies of, and shall promptly furnish Foreside with all amendments of
or supplements to: (i) the Fund Company's Articles of Incorporation and Bylaws
(collectively, as amended from time to time, "Organizational Documents"); (ii)
the Fund Company's current Registration Statement, as amended or supplemented,
filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and/or the 1940 Act
(the "Registration Statement"); (iii) the current Prospectus and Statement of
Additional Information (collectively, as currently in effect and as amended or
supplemented, the "Prospectus") in place for each of the Funds covered by this
Agreement; (iv) each plan of distribution or similar document that may be
adopted by the Fund Company under Rule 12b-1 under the 1940 Act and each
current shareholder service plan or similar document adopted by the Fund
Company with respect to any or all of its Funds; (v) copies of the Fund
Company's current annual and semi-annual reports to shareholders; and (vi) all
compliance and risk management policies, programs and procedures adopted by the
Fund Company with respect to the Funds. The



Fund Company shall deliver to Foreside a certified copy of the resolution of
the Board of Trustees of the Fund Company (the "Board") appointing the CCO and
AMLCO and authorizing the execution and delivery of this Agreement. In
addition, the Fund Company shall deliver, or cause to deliver, to Foreside upon
Foreside's reasonable request any other documents that would enable Foreside to
perform the services described in this Agreement.

          SECTION 2. DUTIES OF FORESIDE

          (a) Subject to the approval of the Board, Foreside shall make
available a qualified person who is competent and knowledgeable regarding the
federal securities laws to act as the Fund Company's CCO. Foreside's
responsibility for the activities of the CCO are limited to the extent that the
Board shall make all decisions regarding the designation and termination of the
CCO and shall review and approve the compensation of the CCO as provided by
Rule 38a-1.

          (b) With respect to the Fund Company, the CCO shall:

               (i)  report directly to the Board;

               (ii) review and administer the Fund Company's compliance program
                    policies and procedures and review and oversee those
                    policies and procedures of the adviser, administrator,
                    principal underwriter and transfer agent (collectively,
                    "Service Providers") that relate to the Fund Company or its
                    Funds;

              (iii) conduct periodic reviews of the Fund Company's compliance
                    program and incorporate any new or changed regulations, best
                    practice recommendations or other guidelines that may be
                    appropriate;

               (iv) review, no less frequently than annually, the adequacy of
                    the policies and procedures of the Fund Company and its
                    Service Providers and the effectiveness of their
                    implementation;

               (v)  design testing methods for the Fund Company's compliance
                    program policies and procedures;

               (vi) perform and document periodic testing of certain key
                    control procedures (as appropriate to the circumstances),
                    including reviewing reports, investigating exceptions, and
                    making inquiries of Fund Company management and Service
                    Providers;

              (vii) conduct periodic site visits to the adviser and other
                    Service Providers, as necessary;

             (viii) prepare CCO Reports for the Board and attend Board meetings
                    quarterly and as requested; and

                                       2



               (ix) no less than annually, meet separately with those members of
                    the Board that are not "interested persons" of the Fund
                    Company.

          (c) Subject to the approval of the Board, Foreside shall make
available a qualified person, who is competent and knowledgeable regarding the
applicable anti-money laundering rules and regulations, to act as the Fund
Company's AMLCO.

          (d) With respect to the Fund Company, the AMLCO shall:

               (i)  review the adequacy of the Fund Company's AML policies and
                    procedures and the effectiveness of their implementation;

               (ii) perform testing of certain control procedures, including
                    collecting and organizing relevant data and reviewing
                    reports, investigating exceptions, and making inquiries of
                    Fund Company personnel and relevant Service Providers;

              (iii) monitor and review AML responsibilities that have been
                    delegated to Service Providers; and

               (iv) conduct site visits to appropriate Service Providers as
                    necessary.

          (e) Foreside may provide other services and assistance relating to
the affairs of the Fund Company as the Fund Company may, from time to time,
request subject to mutually acceptable compensation and implementation
agreements.

          (f) Foreside shall maintain records relating to its services, such as
compliance policies and procedures, relevant Board presentations, annual
reviews, and other records, as are required to be maintained under the 1940 Act
and Rule 38a-1 thereunder (collectively, the "Records"). Such Records shall be
maintained in the manner and for the periods as are required under such laws
and regulations. The Records shall be the property of the Fund Company. The
Fund Company, or the Fund Company's authorized representatives, shall have
access to the Records at all times during Foreside's normal business hours.
Upon the reasonable request of the Fund Company, copies of any of the Records
shall be provided promptly by Foreside to the Fund Company or its authorized
representatives at the Fund Company's expense.

          (g) Nothing contained herein shall be construed to require Foreside
to perform any service that could cause Foreside to be deemed an investment
adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as
amended, or that could cause any Fund to act in contravention of such Fund's
Prospectus or any provision of the 1940 Act. Further, while Foreside will
provide consulting and other services under this Agreement to assist the Fund
Company with respect to the Fund Company's obligations under and compliance
with various laws and regulations, Fund Company understands and agrees that
Foreside is not a law firm and that nothing contained herein shall be construed
to create an attorney-client relationship between Foreside and Fund Company or
to require Foreside to render legal advice or otherwise engage in the practice
of law in any jurisdiction. Thus, except with respect to Foreside's duties as
set forth in this Section 2 and, except as otherwise specifically provided
herein, the Fund Company

                                       3



assumes all responsibility for ensuring that the Fund Company and each of its
Funds complies with all applicable requirements of the Securities Act, the
Securities Exchange Act of 1934 (the "Exchange Act"), the 1940 Act and any
laws, rules and regulations of governmental authorities with jurisdiction over
the Fund Company or the Funds. All references to any law in this Agreement
shall be deemed to include reference to the applicable rules and regulations
promulgated under authority of the law and all official interpretations of such
law or rules or regulations.

         (h) Foreside does not offer legal or accounting services and does not
provide substitute services for the services provided by legal counsel or that
of a certified public accountant. Foreside will make every reasonable effort to
provide the services described in this Agreement; however, Foreside does not
guarantee that work performed by Foreside or the CCO or AMLCO for the Fund
Company would be favorably received by any regulatory agency but they will
provide their reasonable efforts toward that goal.

         (i) In order for Foreside to perform the services required by this
Section 2, the Fund Company shall (1) instruct all Service Providers to furnish
any and all information to Foreside as reasonably requested by Foreside, and
assist Foreside as may be required and (2) ensure that Foreside has access to
all records and documents maintained by the Fund Company or any Service
Provider.

          SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION

         (a) Foreside shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Foreside
in writing. Foreside shall use its best judgment and efforts in rendering the
services described in this Agreement and shall not be liable to the Fund
Company, any Fund or any of the Funds' stockholders for any action or inaction
of Foreside or the CCO or AMLCO relating to any event whatsoever in the absence
of bad faith, reckless disregard, gross negligence or willful misfeasance.
Further, neither Foreside nor the CCO or AMLCO shall be liable to the Fund
Company, any Fund or any of the Funds' stockholders for any action taken, or
failure to act, in good faith reliance upon: (i) the advice and opinion of Fund
Company counsel; and/or (ii) any certified copy of any resolution of the Board.
Neither Foreside nor the CCO or AMLCO shall be under any duty or obligation to
inquire into the validity or invalidity or authority or lack thereof of any
statement, oral or written instruction, resolution, signature, request, letter
of transmittal, certificate, opinion of counsel, instrument, report, notice,
consent, order, or any other document or instrument which Foreside and/or the
CCO and/or the AMLCO reasonably believe in good faith to be genuine.

         (b) Except for the disclaimer in the following paragraph, the Fund
Company agrees to indemnify and hold harmless Foreside, its affiliates and each
of their respective directors, officers, employees and agents and any person
who controls Foreside within the meaning of Section 15 of the Securities Act
(any of Foreside, its affiliates, their respective officers, employees, agents
and directors or such control persons, for purposes of this paragraph, a
"Foreside Indemnitee") against any loss, liability, claim, damages or expense
(including the

                                       4



reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith) arising out of or based upon (i) Foreside's performance of its
duties under this Agreement, or (ii) the breach of any obligation,
representation or warranty under this Agreement by the Fund Company.

          In no case (i) is the indemnity of the Fund Company in favor of any
Foreside Indemnitee to be deemed to protect the Foreside Indemnitee against any
liability to which the Foreside Indemnitee would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement, or (ii) is the Fund Company to be liable with respect to
any claim made against any Foreside Indemnitee unless the Foreside Indemnitee
notifies the Fund Company in writing of the claim within a reasonable time
after the summons or other first written notification giving information of the
nature of the claim are served upon the Foreside Indemnitee (or after the
Foreside Indemnitee receives notice of service on any designated agent).

          Failure to notify the Fund Company of any claim shall not relieve the
Fund Company from any liability that it may have to any Foreside Indemnitee
unless failure or delay to so notify the Fund Company prejudices the Fund
Company's ability to defend against such claim. The Fund Company shall be
entitled to participate at its own expense in the defense, or, if it so elects,
to assume the defense of any suit brought to enforce any claims, but if the
Fund Company elects to assume the defense, the defense shall be conducted by
counsel chosen by it and satisfactory to the Foreside Indemnitee, defendant or
defendants in the suit. In the event the Fund Company elects to assume the
defense of any suit and retain counsel, the Foreside Indemnitee, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them provided that Foreside has been reasonably notified in
advance. If the Fund Company does not elect to assume the defense of any suit,
it will reimburse the Foreside Indemnitee, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them provided
that the Fund Company has been reasonably notified in advance.

          (c) Except for the disclaimer in the following paragraph, Foreside
agrees to indemnify and hold harmless the Fund Company and each of its Trustees
and officers and any person who controls the Fund Company within the meaning of
Section 15 of the Securities Act (for purposes of this paragraph, the Fund
Company and each of its Trustees and officers and its controlling persons are
collectively referred to as the "Fund Indemnitees") against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon (i) the breach of any obligation, representation or
warranty under this Agreement by Foreside, or (ii) Foreside's failure to comply
in any material respect with applicable securities laws.

          In no case (i) is the indemnity of Foreside in favor of any Fund
Indemnitee to be deemed to protect any Fund Indemnitee against any liability to
which such Fund Indemnitee would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is Foreside to be liable under its indemnity agreement
contained in this

                                       5



paragraph with respect to any claim made against any Fund Indemnitee unless the
Fund Indemnitee notifies Foreside in writing of the claim within a reasonable
time after the summons or other first written notification giving information
of the nature of the claim are served upon the Fund Indemnitee (or after the
Fund Indemnitee has received notice of service on any designated agent).

          Failure to notify Foreside of any claim shall not relieve Foreside
from any liability that it may have to the Fund Indemnitee against whom such
action is brought unless failure or delay to so notify Foreside prejudices
Foreside's ability to defend against such claim. Foreside shall be entitled to
participate at its own expense in the defense or, if it so elects, to assume
the defense of any suit brought to enforce the claim, but if Foreside elects to
assume the defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Fund Indemnitee, defendant or defendants in the suit. In
the event that Foreside elects to assume the defense of any suit and retain
counsel, the Fund Indemnitee, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them provided the
Fund Company has been reasonably notified in advance. If Foreside does not
elect to assume the defense of any suit, it will reimburse the Fund Indemnitee,
defendant or defendants in the suit, for the reasonable fees and expenses of
any counsel retained by them provided that Foreside has been reasonably
notified in advance.

          (d) No indemnified party shall settle any claim against it for which
it intends to seek indemnification from the indemnifying party, under the terms
of Section 3(b) or 3(c) above, without prior written notice to and consent from
the indemnifying party, which consent shall not be unreasonably withheld. No
indemnified or indemnifying party shall settle any claim unless the settlement
contains a full release of liability with respect to the other party in respect
of such action.

          (e) The Fund Company, and not Foreside, shall be solely responsible
for approval of the designation of the CCO and the AMLCO, as well as for
removing the CCO and/or the AMLCO, as the case may be, from his or her
responsibilities related to the Funds in accordance with Rule 38a-1. Therefore,
notwithstanding the provisions of this Section 3, the Fund Company shall
supervise the activities of the CCO and the AMLCO with regard to such
activities.

          (f) The Fund Company agrees that Foreside, its employees, officers
and directors shall not be liable to the Fund Company for any actions, damages,
claims, liabilities, costs, expenses or losses in any way arising out of or
relating to the services described in this Agreement for an aggregate amount in
excess of the higher of (i) one-hundred fifty thousand dollars ($150,000) or
(ii) fees paid to Foreside in performing services hereunder for the life of the
Agreement. The provisions of this paragraph shall apply regardless of the form
of action, damage, claim, liability, cost, expense or loss, whether in
contract, statute, tort (including, without limitation, negligence) or
otherwise.

          In no event shall either party or their respective employees,
officers and trustees be liable for consequential, special, indirect,
incidental, punitive or exemplary damages, costs, expenses or losses
(including, without limitation, lost profits and opportunity costs or fines).

                                       6



          (g) Foreside shall not be liable for the errors of service providers
to the Fund Company or their systems.

          SECTION 4. REPRESENTATIONS AND WARRANTIES

          (a) Foreside covenants, represents and warrants to the Fund Company
that:

               (i)  it is a limited liability company duly organized and in
                    good standing under the laws of the State of Delaware;

               (ii) it is duly qualified to carry on its business in the State
                    of Maine;

              (iii) it is empowered under applicable laws and by its Operating
                    Agreement to enter into this Agreement and perform its
                    duties under this Agreement;

               (iv) all requisite corporate proceedings have been taken to
                    authorize it to enter into this Agreement and perform its
                    duties under this Agreement;

               (v)  it has access to the necessary facilities, equipment, and
                    personnel with the requisite knowledge and experience to
                    assist the CCO and the AMLCO in the performance of his or
                    her duties and obligations under this Agreement;

               (vi) this Agreement, when executed and delivered, will
                    constitute a legal, valid and binding obligation of
                    Foreside, enforceable against Foreside in accordance with
                    its terms, subject to bankruptcy, insolvency,
                    reorganization, moratorium and other laws of general
                    application affecting the rights and remedies of creditors
                    and secured parties;

              (vii) it shall make available a person who is competent and
                    knowledgeable regarding the federal securities laws and is
                    otherwise reasonably qualified to act as a CCO and who will,
                    in the exercise of his or her duties to the Fund Company,
                    act in good faith and in a manner reasonably believed by him
                    or her to be in the best interests of the Funds;

             (viii) it shall make available a person who is competent and
                    knowledgeable regarding the federal securities laws and is
                    otherwise reasonably qualified to act as an AMLCO;

               (ix) it shall compensate the CCO fairly, subject to the Board's
                    right under any applicable regulation (e.g., Rule 38a-1) to
                    approve the designation, termination and level of
                    compensation of the CCO. In addition, it shall not retaliate
                    against the CCO should the CCO inform the Board of a
                    compliance failure or take aggressive action to ensure
                    compliance with the federal securities laws by the Fund
                    Company or a Service Provider;

                                       7



               (x)  it shall report to the Board promptly if it learns of CCO
                    or AMLCO malfeasance or in the event the CCO or AMLCO is
                    terminated as a CCO or AMLCO, as the case may be, by another
                    fund company for cause or if the CCO or AMLCO is terminated
                    by Foreside; and

               (xi) it shall report to the Board if at any time the CCO or the
                    AMLCO, as the case may be, is/are subject to the
                    disqualifications set forth in Section 15(b)(4) of the
                    Exchange Act or Section 9 of the 1940 Act.

          (b) The Fund Company covenants, represents and warrants to Foreside
that:

               (i)  it is a statutory trust duly organized and in good standing
                    under the laws of the State of Delaware;

               (ii) it is empowered under applicable laws and by its
                    Organizational Documents to enter into this Agreement and
                    perform its duties under this Agreement;

              (iii) all requisite corporate proceedings have been taken to
                    authorize it to enter into this Agreement and perform its
                    duties under this Agreement;

               (iv) it is an open-end management investment company registered
                    under the 1940 Act;

               (v)  this Agreement, when executed and delivered, will
                    constitute a legal, valid and binding obligation of the Fund
                    Company, enforceable against the Fund Company in accordance
                    with its terms, subject to bankruptcy, insolvency,
                    reorganization, moratorium and other laws of general
                    application affecting the rights and remedies of creditors
                    and secured parties;

               (vi) a registration statement under the Securities Act and the
                    1940 Act will be effective and will remain effective and
                    appropriate State securities law filings have been made and
                    will continue to be made with respect to the Funds;

                                       8



              (vii) The CCO and AMLCO shall be covered by the Fund Company's
                    Directors & Officers Liability Insurance Policy (the
                    "Policy"), and the Fund Company shall use reasonable efforts
                    to ensure that such coverage be (a) reinstated should the
                    Policy be cancelled; (b) continued after the CCO or AMLCO
                    ceases to serve as an officer of the Fund Company on
                    substantially the same terms as such coverage is provided
                    for all other Fund Company officers after such persons are
                    no longer officers of the Fund Company; and (c) continued in
                    the event the Fund Company merges or terminates, on
                    substantially the same terms as such coverage is provided
                    for all other Fund Company officers (and for a period of no
                    less than six years). The Fund Company shall provide
                    Foreside with proof of current coverage, including a copy of
                    the Policy, and shall notify Foreside immediately should the
                    Policy be cancelled or terminated; and

             (viii) the CCO and AMLCO are named officers in the Fund Company's
                    corporate resolutions and subject to the provisions of the
                    Fund Company's Organizational Documents regarding
                    indemnification of its officers.

          SECTION 5. COMPENSATION AND EXPENSES

          (a) In consideration of the compliance services provided by Foreside
pursuant to this Agreement, the Fund Company shall pay Foreside the fees and
expenses set forth in APPENDIX A hereto.

          Except as otherwise set forth in APPENDIX A hereto, all fees payable
hereunder shall be accrued daily by the Fund Company and shall be payable
monthly in arrears on the first business day of each calendar month for
services performed during the prior calendar month. All reasonable, direct and
non-allocated out-of-pocket charges incurred by Foreside shall be paid as
incurred provided such expenses are billed at cost, and shall not be above
$1,000 individually or $4,000 in the aggregate per year, unless approved by
Kenneth Thomas in writing (including email). If fees begin to accrue in the
middle of a month or if this Agreement terminates before the end of any month,
all fees for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall
be prorated according to the proportion that the period bears to the full month
in which the effectiveness or termination occurs. Upon the termination of this
Agreement, the Fund Company shall pay to Foreside such compensation as shall be
due and payable as of the effective date of termination.

          (b) Foreside may, with respect to questions of law relating to its
services hereunder, apply to and obtain the advice and opinion of Fund Company
counsel. The costs of any such advice or opinion shall be borne by the Fund
Company.

          (c) The CCO and AMLCO are serving solely as officers of the Fund
Company and neither Foreside nor the CCO or AMLCO shall be responsible for, or
have any obligation to pay, any of the expenses of the Fund Company or any of
its Funds. All Fund Company expenses shall be the sole obligation of the Fund
Company, which shall pay or cause to be paid all Fund expenses.

                                       9



          SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT

          (a) This Agreement shall become effective on the date indicated above
or at such time as Foreside commences providing services under this Agreement,
whichever is later (the "Effective Date"). Upon the Effective Date, this
Agreement shall constitute the entire agreement between the parties and shall
supersede all previous agreements between the parties, whether oral or written,
relating to the Fund Company.

          (b) This Agreement shall continue in effect until terminated in
accordance with the provisions hereof.

          (c) This Agreement may be terminated at any time, without the payment
of any penalty by either party on sixty (60) days' written notice. This
termination may be (i) by the Board on sixty (60) days' written notice to
Foreside or (ii) by Foreside on sixty (60) days' written notice to the Fund
Company, provided, however, that the Board will have the right and authority to
remove the individual designated by Foreside as the Fund Company's CCO or the
individual designated by Foreside as the Fund Company's AMLCO at any time, with
or without cause, without payment of any penalty. In this case, Foreside will
designate another employee of Foreside, subject to approval of the Board and
the Independent Trustees, to serve as temporary CCO or as temporary AMLCO until
the earlier of: (i) the designation of a new permanent CCO or a new permanent
AMLO; or (ii) the termination of this Agreement.

          (d) Should the employment of the individual designated by Foreside to
serve as the Fund Company's CCO be terminated for any reason, Foreside will
immediately designate another qualified individual, subject to ratification by
the Board and the Independent Trustees, to serve as temporary CCO until the
earlier of: (i) the designation, and approval by the Board, of a new permanent
CCO; or (ii) the termination of this Agreement.

          (e) The provisions of Sections 3, 6(e), 7, 10, 11, and 12 shall
survive any termination of this Agreement.

          (f) This Agreement and the rights and duties under this Agreement
shall not be assignable by either Foreside or the Fund Company except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and permitted assigns of the parties hereto.

          SECTION 7. CONFIDENTIALITY

          Each party shall comply with the laws and regulations applicable to
it in connection with its use of confidential information, including, without
limitation, Regulation S-P (if applicable). Foreside agrees to treat all
records and other information related to the Fund Company as proprietary
information of the Fund Company and, on behalf of itself and its employees, to
keep

                                       10



confidential all such information, except that Foreside may release such other
information (a) as approved in writing by the Fund Company, which approval
shall not be unreasonably withheld and may not be withheld where Foreside is
advised by counsel that it may be exposed to civil or criminal contempt
proceedings for failure to release the information (provided, however, that
Foreside shall seek the approval of the Fund Company as promptly as possible so
as to enable the Fund Company to pursue such legal or other action as it may
desire to prevent the release of such information) or (b) when so requested by
the Fund Company.

          SECTION 8. FORCE MAJEURE

          Foreside shall not be responsible or liable for any failure or delay
in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, fire, mechanical breakdowns, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
system or power supply. In addition, to the extent Foreside's obligations
hereunder are to oversee or monitor the activities of third parties, Foreside
shall not be liable for any failure or delay in the performance of Foreside's
duties caused, directly or indirectly, by the failure or delay of such third
parties in performing their respective duties or cooperating reasonably and in
a timely manner with Foreside.

          SECTION 9. ACTIVITIES OF FORESIDE

          (a) Except to the extent necessary to perform Foreside's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict
Foreside's right, or the right of any of Foreside's managers, officers or
employees who also may be a director, trustee, officer or employee of the Fund
Company (including, without limitation, the CCO and AMLCO), or who are
otherwise affiliated persons of the Fund Company, to engage in any other
business or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, firm, individual or
association.

          (b) Upon at least thirty (30) days' prior written approval by the
Fund Company, Foreside may subcontract any or all of its functions or
responsibilities pursuant to this Agreement to one or more persons, which may
be affiliated persons of Foreside who agree to comply with the terms of this
Agreement; provided, that any such subcontracting shall not relieve Foreside of
its responsibilities hereunder. Foreside may pay those persons for their
services, but no such payment will increase Foreside's compensation or
reimbursement of expenses from the Fund Company.

          SECTION 10. COOPERATION WITH INDEPENDENT PUBLIC ACCOUNTANTS

                                       11



          Foreside shall cooperate with the Fund Company's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of such accountants' duties.

          SECTION 11. LIMITATION OF STOCKHOLDER AND TRUSTEE LIABILITY

          The Trustees of the Fund Company and the stockholders of the Funds
shall not be liable for any obligations of the Fund Company under this
Agreement, and Foreside agrees that, in asserting any rights or claims under
this Agreement, it shall look only to the assets and property of the Fund
Company and the Funds.

          SECTION 12. MISCELLANEOUS

          (a) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware, without regard to the conflict of laws
provisions thereof.

          (b) This Agreement may be executed by the parties hereto in any
number of counterparts, and all of the counterparts taken together shall be
deemed to constitute one and the same instrument.

          (c) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion
or portions shall be considered severable and not be affected, and the rights
and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be
illegal or invalid. This Agreement shall be construed as if drafted jointly by
both Foreside and Fund Company and no presumptions shall arise favoring any
party by virtue of authorship of any provision of this Agreement.

          (d) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.

          (e) Any notice required or permitted to be given hereunder by either
party to the other shall be deemed sufficiently given if in writing and
personally delivered or sent by facsimile or registered, certified or overnight
mail, postage prepaid, addressed by the party giving such notice to the other
party at the address furnished below unless and until changed by Foreside or
the Fund Company, as the case may be. Notice shall be given to each party at
the following address:

--------------------------------------------------------------------------------
(i) TO FORESIDE:                                (ii) TO FUND COMPANY:
--------------------------------------------------------------------------------
Foreside Fund Officer Services,                 The Community Development Fund
LLC Three Canal Plaza, Suite 100                6255 Chapman Field Drive
Portland, ME 04101                              Miami, FL 33156
Attention: Legal Department                     Attention: President
Phone: (207) 553-7110                           Phone: (305) 663-0100
Fax: (207) 553-7151                             Fax: (305) 665-2203
--------------------------------------------------------------------------------


                                       12




          (f) Invoices for fees and expenses due to Foreside hereunder and as
set forth in APPENDIX A hereto shall be sent by Foreside to the address
furnished below unless and until changed by the Fund Company (Fund Company to
provide reasonable advance notice of any change of billing address to
Foreside):

The Community Development Fund
Attn: Kenneth H. Thomas, Ph.D.
Address: 6255 Chapman Field Drive, Miami, FL 33156
Phone: (305) 663-0100
Fax:(305) 665-2203
Email: ken@communitydevelopmentfund.com and ken@crahandbook.com

          (g) Nothing contained in this Agreement is intended to or shall
require Foreside, in any capacity hereunder, to perform any functions or duties
on any day other than a Fund Company business day. Functions or duties normally
scheduled to be performed on any day which is not a Fund Company business day
shall be performed on, and as of, the next Fund Company business day, unless
otherwise required by law.

          (h) The term "affiliate" and all forms thereof used herein shall have
the meanings ascribed thereto in the 1940 Act.

          (i) No amendment to this Agreement shall be valid unless made in
writing and executed by all parties hereto.

                            [SIGNATURE PAGE FOLLOWS]

                                       13


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.

                                        THE COMMUNITY DEVELOPMENT FUND

                                        By: /s/ Kenneth H. Thomas
                                            ------------------------------------
                                        Name: Kenneth H. Thomas, Ph.D.
                                        Title: President

                                        FORESIDE FUND OFFICER SERVICES, LLC

                                        By: /s/ Charles S. Todd
                                            ------------------------------------
                                        Charles S. Todd, President



                                       14



                                                                      APPENDIX A


                             FORESIDE COMPENSATION


[REDACTED]

























                                       15

EX-99.I

Morgan, Lewis & Bockius LLP                                         MORGAN LEWIS
1701 Market Street
Philadelphia, PA  19103-2921
Tel: +1.215.963.5000
Fax: +1.215.963.5001
www.morganlewis.com

January 27, 2016


The Community Development Fund
6255 Chapman Field Drive
Miami, Florida 33156

Re:  Opinion of Counsel regarding Pre-Effective Amendment No. 2 to the
     Registration Statement filed on Form N-1A under the Securities Act of 1933
     (File Nos. 333-206012 and 811-23080)
     ---------------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to The Community Development Fund (the "Trust"), a
Delaware statutory trust, in connection with the above-referenced registration
statement (the "Registration Statement"), which relates to the Trust's units of
beneficial interest, with no par value per share (collectively, the "Shares") of
the Trust. This opinion is being delivered to you in connection with the Trust's
filing of Pre-Effective Amendment No. 2 to the Registration Statement (the
"Amendment") with the U.S. Securities and Exchange Commission (the "SEC") on
Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"). With
your permission, all assumptions and statements of reliance herein have been
made without any independent investigation or verification on our part except to
the extent otherwise expressly stated, and we express no opinion with respect to
the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, copies of
the following documents:

     (a)  a certificate of the State of Delaware certifying that the Trust is
          validly existing under the laws of the State of Delaware;

     (b)  the Agreement and Declaration of Trust for the Trust (the
          "Declaration of Trust") and the By-Laws for the Trust (the "By-Laws");

     (c)  a certificate executed by Kenneth H. Thomas, the Secretary of the
          Trust, certifying as to, and attaching copies of, the Declaration of
          Trust and By-Laws, and certain resolutions adopted by the Board of
          Trustees of the Trust authorizing the issuance of the Shares of the
          Fund; and



     (d)  a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers and representatives of
the Trust. We have assumed that the Amendment, as filed with the SEC, will be in
substantially the form of the printer's proof referred to in paragraph (d)
above.

Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the terms of
purchase described in the Registration Statement, will be legally issued, fully
paid and non-assessable under the laws of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
-------------------------------

EX-99.J

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Shareholders and Board of Trustees
The Community Development Fund:

We consent to the use of our report included herein dated January 26, 2016, with
respect to the statement of assets and liabilities (in Organization) of The
Community Development Fund (the "Trust"), comprised of The Community Development
Fund as of January 26, 2016, and the related statement of operations (in
Organization) for the period of January 26, 2016, and to the reference to our
firm under the heading "Independent Registered Public Accounting Firm" in the
Statement of Additional Information.





                                                    /S/ TAIT, WELLER & BAKER LLP

PHILADELPHIA, PENNSYLVANIA
JANUARY 27, 2016

EX-99.M

                               DISTRIBUTION PLAN

                         THE COMMUNITY DEVELOPMENT FUND

          WHEREAS, The Community Development Fund (the "Trust"), on behalf of
its series, The Community Development Fund (the "Fund"), is engaged in business
as an open-end investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act"); and

          WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units (the "shares") of beneficial interest (the
"Shareholders") in the Fund;

          NOW, THEREFORE, the Trustees of the Trust hereby adopt this
Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

          SECTION 1. The Trust has adopted this Distribution Plan (the "Plan")
to enable the Fund to directly or indirectly bear expenses relating to the
distribution of certain of the classes of shares of the Fund as may, from time
to time, be added to the Plan and listed on the Schedules attached hereto
(collectively the "Schedules").

          SECTION 2. The Trust will pay the distributor of each such class of
shares a fee at the annual rate specified on each of the Schedules. The
distributor may retain all or a part of this fee as compensation for
distribution or shareholder services it provides or it may use such fees for
compensation of broker/dealers and other financial institutions and
intermediaries that provide distribution or shareholder services as specified
by the distributor. The actual fee to be paid by the distributor to
broker/dealers and financial institutions and intermediaries will be negotiated
based on the extent and quality of services provided.

          SECTION 3. This Plan shall not take effect as to a class of shares of
the Fund until it has been approved (a) by a vote of at least a majority of the
outstanding shares of such class; and (b) together with any related agreements,
by votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees (as defined herein), cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.

          SECTION 4. This Plan shall continue in effect for a period of more
than one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 3 herein for the approval of this Plan.

          SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made.

          SECTION 6. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or, with respect to any such class of shares
of the Fund, by vote of a majority





of the outstanding shares of the class. In the event the Fund offers multiple
classes of shares, Termination by the Shareholders of any class of the Fund
will not affect the validity of this Plan with respect to the shares of any
other class of the Fund.

          SECTION 7. All agreements with any person relating to implementation
of this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or with
respect to shares of any class of the Fund, by vote of a majority of the
outstanding shares of such class, on not more than 60 days written notice to
any other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.

          SECTION 8. This Plan may be amended in the manner provided in Part
(b) of Section 3 herein for the approval of this Plan; provided, however, that
the Plan may not be amended to increase materially the amount of distribution
expenses permitted pursuant to Section 2 hereof with respect to the shares of
any class of the Fund without the approval of a majority of the outstanding
shares of such class.

          SECTION 9. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the Trust shall be
committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.

          SECTION 10. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the 1940
Act and the rules and regulations thereunder, subject to such exemptions as may
be granted by the Securities and Exchange Commission.

          SECTION 11. This Plan shall not obligate the Trust or any other party
to enter into an agreement with any particular person.





Adopted: December 8, 2015





                         THE COMMUNITY DEVELOPMENT FUND

                                   SCHEDULE I
                             DATED DECEMBER 8, 2015
                            TO THE DISTRIBUTION PLAN
                             DATED DECEMBER 8, 2015

Subject to any limitations imposed by Rule 2830(d) of the NASDs Conduct Rules,
the distributor shall receive Rule 12b-1 fees, which shall be paid on a monthly
basis.  These fees will be calculated based on the annual rate set forth below,
as applied to the average daily net assets of the Fund.

--------------------------------------------------------------------------------
PORTFOLIO                                     CLASS OF SHARES            FEES
--------------------------------------------------------------------------------
The Community Development Fund                Class A Shares             0.25%
--------------------------------------------------------------------------------

EX-99.P1

CHAPTER 27 CODE OF ETHICS

Adopted January 7, 2016

LEGAL  REQUIREMENT

This Code of Ethics has been adopted by the Board of the Trust in accordance
with Rule 17j-1(c)(1) under the Investment Company Act of 1940 (the " 1940
Act"). Rule 17j-1 under the 1940 Act generally proscribes fraudulent or
manipulative practices with respect to purchases or sales of securities held or
to be acquired by investment companies, if affected by certain associated
persons of such companies. The purpose of this Code of Ethics is to provide
regulations for the Fund consistent with the 1940 Act and Rule 17j-1.
Specifically, Rule 17j-l makes it unlawful for any officer or director of the
Fund (as well as other persons), in connection with the purchase or sale by such
person of a Security Held or to be Acquired by the Fund:(1)

     1.   To employ any device, scheme, or artifice to defraud the Fund;

     2.   To make to the Fund any untrue statement of a material fact or omit
          to state to the Fund a material fact necessary in order to make the
          statements made, in light of the circumstances under which they are
          made, not misleading;

     3.   To engage in any act, practice, or course of business which operates
          or would operate as a fraud or deceit upon the Fund; or

     4.   To engage in any manipulative practice with respect to the Fund.

DEFINITIONS

     "ACCESS PERSON" means any director, trustee, officer, general partner,
managing member, or advisory person (as defined) of the Trust and any employee
who has access to nonpublic information regarding any client's purchase or sale
of securities or nonpublic information regarding the portfolio holdings of any
reportable fund (as defined in Rule 204A-1 of the Investment Advisers Act of
1940), including the Trust or any affiliated mutual fund, or who is involved in
making securities recommendations to clients or who has access to such
recommendations that are nonpublic. For the purposes of this code, an Access
Person does not include persons employed by a subsidiary of Foreside Financial
Group, LLC (including, but not limited to, Foreside Fund Officer Services, LLC
and Foreside Fund Services, LLC), Community Development Fund Advisors, LLC, the
Trust's investment adviser (the "Adviser") and Logan Circle Partners, L.P., the
Trust's investment sub-adviser (the "Sub-Adviser"), who are subject to
securities transaction reporting requirements of their employer's Code of Ethics
if that Code of Ethics complies with Rule 17j-1 under the Act and has been
approved by the Board of Trustees of the Trust.


----------
1    A security is "held or to be acquired" if within the most recent 15 days
     it has (i) been held by the Fund, or (ii) is being or has been considered
     by the Fund or its investment adviser for purchase by the Fund.


                                       1




     "ADVISORY PERSON" means (1) any service provider of the Trust (or of any
company in a control relationship to the Trust) who, in connection with his or
her regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a security (as defined) by the Trust, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales; and (2) any natural person in a control relationship to the
Trust who obtains information concerning recommendations made to the Trust with
regard to the purchase or sale of a security by the Trust.

     "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner as it would
be under Rule 16a-1(a)(2) in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder.

     "CONTROL" shall have the same meaning as that set forth in Section 2(a)(9)
of the Act. Section 2(a)(9) provides that "CONTROL" generally means the power to
exercise a controlling influence over the management or policies of a company,
unless such power is solely the result of an official position with such
company.

     A "SECURITY HELD OR TO BE ACQUIRED" means: (1) any security which, within
the most recent 15 days: (a) is or has been held by the Trust; or (b) is being
or has been considered by the Trust for purchase by the Trust; and (2) any
option to purchase or sell, and any security convertible into or exchangeable
for, a security described in clause (1) above.

     An "INITIAL PUBLIC OFFERING" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934.

     "INVESTMENT PERSONNEL" means: (1) any service provider of the Trust (or of
any company in a control relationship to the Trust) who, in connection with his
or her regular functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by the Trust; and
(2) any natural person who controls the Trust and who obtains information
concerning recommendations made to the Trust regarding the purchase or sale of
securities by the Trust.

     A "LIMITED OFFERING" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or
pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

     "PURCHASE OR SALE" for purposes of this Code and each Exhibit or other
appendix hereto includes, among other things, the writing of an option to
purchase or sell a security.

     "REPORTABLE SECURITY" means a Security as defined in Section 2(a)(36) of
the Act, except that it shall not include direct obligations of the Government
of the United States, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements, and shares issued by registered open-end investment
companies (including money market funds) except shares of the Trust or any other
affiliated mutual fund, or such other securities as may be excepted under the
provisions of the Rules.



                                       2



PROCEDURES

     ACKNOWLEDGMENT OF RECEIPT. Each person receiving a copy of this Code and
any subsequent amendment thereto, must acknowledge receipt in writing on the
form supplied by the Chief Compliance Officer (or his or her delegate) attached
as Appendix I and must promptly return the signed form to the Chief Compliance
Officer.

     REPORTING. In order to provide the Trust with information to enable each of
them to determine with reasonable assurance whether the provisions of the Rule,
as applicable, are being observed by its access persons, each access person of
the Trust, other than a Trustee of the Trust who is not an "interested person"
(as defined in the Act) of the Trust, shall submit the following reports in the
forms attached hereto as Exhibits A-D to the Chief Compliance Officer (or his or
her delegate) showing all transactions in Reportable Securities in which the
person has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership:

     INITIAL HOLDING REPORT. Exhibit A shall initially be filed no later than 10
days after that person becomes an Access Person and the information must be
current as of a date no more than 45 days prior to the date the person becomes
an access person. Each holdings report must contain with respect to each
Reportable Security, at a minimum: (i) the title and type of security, and as
applicable, the exchange ticker symbol or CUSIP number, number of shares, and
principal amount of each Reportable Security in which the access person has any
direct or indirect beneficial ownership; (ii) the name of any broker, dealer or
bank with which the access person maintains an account in which any securities
are held for the access person's direct or indirect benefit; and (iii) the date
the Access Person submits the report.

     QUARTERLY TRANSACTION REPORTS. Exhibits B and C shall be filed no later
than 30 days after the end of each calendar quarter, but transactions over which
such person had no direct or indirect influence or control need not be reported.
No such periodic report needs to be made if the report would duplicate
information contained in broker trade confirmations or account statements
received by the Trust no later than 30 days after the end of each calendar
quarter and/or information contained in the Trust's records. In addition,
transactions effected pursuant to automatic reinvestment plans need not be
reported. Quarterly transaction reports must be dated and contain the following
information with respect to each transaction in a Reportable Security in which
the access person had, or as a result of the transaction acquired, any direct or
indirect beneficial ownership and/or brokerage account established by the access
person in which he or she held any securities during the quarter: (i) date of
the transaction, the title and as applicable the exchange ticker symbol or CUSIP
number, interest date and maturity date, number of shares, and principal amount
of each Reportable Security involved; (ii) nature of the transaction (i.e.,
purchase, sale or another type of acquisition or disposition); (iii) the price
at which the transaction was effected; (iv) name of broker, dealer or bank with
or through whom the transaction was effected; and (v) the date the Access Person
submits the report.

     ANNUAL HOLDINGS REPORT. Exhibit D must be submitted by each Access Person
within 45 days after the end of each calendar year with respect to each security
held and the information must be current as of a date no more than 45 days prior
to the date the report was submitted. The annual holdings report shall contain
the same information as the initial holdings report.



                                       3



     INDEPENDENT TRUSTEES. A Trustee who is not an "interested person" of the
Trust shall not be required to submit the reports required under paragraph
III.B, except that such a Trustee shall file a Securities Transaction Report in
the form attached as Exhibit B with respect to a transaction in a Reportable
Security where he or she knew at the time of the transaction or, in the ordinary
course of fulfilling his or her official duties as a Trustee, should have known
that during the 15 day period immediately preceding or after the date of the
transaction, such security is or was purchased or sold by the Trust, or was
considered for purchase or sale by the Trust. No report is required if the
Trustee had no direct or indirect influence or control over the transaction.

     NOTIFICATION. The Chief Compliance Officer (or his or her delegate) shall
notify each Access Person of the Trust who may be required to make reports
pursuant to this Code that such person is subject to reporting requirements and
shall deliver a copy of this Code to each such person.

REVIEW  AND  ENFORCEMENT

     REVIEW.

     The Chief Compliance Officer of the Trust (or his or her delegate) shall
from time to time review the reported personal securities transactions of access
persons for compliance with the requirements of this Code.

     If the Chief Compliance Officer of the Trust (or his or her delegate)
determines that a violation of this Code may have occurred, before making a
final determination that a material violation has been committed by an
individual, the Chief Compliance Officer of the Trust (or his or her delegate)
may give such person an opportunity to supply additional information regarding
the transaction in question.

     ENFORCEMENT.

     If the Chief Compliance Officer of the Trust (or his or her delegate)
determines that a material violation of this Code has occurred, he or she shall
promptly report the violation to the Trustees of the Trust. The Trustees, with
the exception of any person whose transaction is under consideration, shall take
such actions as they consider appropriate, including imposition of any sanctions
that they consider appropriate.

     No person shall participate in a determination of whether he or she has
committed a violation of this Code or in the imposition of any sanction against
himself or herself. If, for example, a securities transaction of the Chief
Compliance Officer of the Trust is under consideration, the President of the
Trust designated for the purpose by the Trustees of the Trust shall act in all
respects in the manner prescribed herein for the Chief Compliance Officer.

     CERTIFICATE OF COMPLIANCE. Each Access Person must certify in writing
within 30 days of each year in the form attached as Appendix II that he or she
has: (a) read this Code, including any amendments thereto, and understood it;
(b) complied with this Code's requirement during the past year; (c) disclosed or
reported all personal securities transactions required to be disclosed or
reported pursuant to the requirements of this Code and (d) reported all
violations of this Code and the federal securities laws to the Chief Compliance
Officer.


                                       4



     REPORTING TO BOARD. No less frequently than annually, the Chief Compliance
Officer of the Trust shall furnish to the Trust's Board of Trustees, and the
Board must consider, a written report that:

     Describes any issues arising under the Code or procedures since the last
report to the Board of Trustees, including, but not limited to, information
about material violations of the Code or procedures and sanctions imposed in
response to the material violations; and

     Certifies that the Trust have adopted procedures reasonably necessary to
prevent access persons from violating the Code.

Code Provisions Applicable Only to Service Providers.

     A. CODE OF ETHICS. The provisions of Foreside Financial Group, LLC
(including, but not limited to, Foreside Fund Officer Services, LLC and Foreside
Fund Services, LLC), and the Fund's Adviser and Sub-Adviser (collectively, the
"Service Providers") Codes of Ethics are hereby adopted as the Codes of Ethics
of the Fund applicable to the respective employees of that Service Provider that
also serve as officers of the Trust (a "Service Provider Employee"). A violation
of a Service Provider's Code of Ethics by such an employee of a Service Provider
shall also constitute a violation of this Code of Ethics. Any amendment or
revision of a Service Provider's Code of Ethics shall be deemed to be an
amendment or revision of this Code of Ethics, and any such amendment or revision
shall be promptly furnished to the Board of Trustees of the Trust.

     B. REPORTS. Service Provider Employees shall file the reports required by
their respective employer's Code of Ethics. Such filings shall be deemed to be
filings with the Trust under this Code of Ethics, and shall at all times be
available to the Trust.

     C. ANNUAL ISSUES AND CERTIFICATION REPORT. At periodic intervals
established by the Board of Trustees of the Trust, but no less frequently than
annually, the Compliance Officer of each Service Provider shall provide a
written report to the Board of Trustees of the Trust of all issues involving its
Service Provider Employees under that Service Provider's Code of Ethics during
such period including, but not limited to, information about material code or
procedure violations and sanctions imposed in response to those material
violations. Additionally, each Service Provider will provide the Board of
Trustees of the Trust a written certification which certifies to the Board of
Trustee of the Trust that the Service Provider has adopted procedures reasonably
necessary to prevent its access persons from violating its code of ethics.

RECORDS

The Trust shall maintain records in the manner and to the extent set forth
below, which records shall be available for appropriate examination by
representatives of the Securities and Exchange Commission.



                                       5




o    A copy of this Code and any other Code of Ethics which is, or at any time
     within the past five years has been, in effect shall be preserved in an
     easily accessible place;

o    A record of any violation of this Code and of any action taken as a result
     of such violation shall be preserved in an easily accessible place for a
     period of not less than five years following the end of the fiscal year in
     which the violation occurs;

o    A copy of each report made pursuant to this Code by an access person,
     including any information provided in lieu of reports, shall be preserved
     by the Chief Compliance Officer of the Trust for a period of not less than
     five years from the end of the fiscal year in which it is made, the first
     two years in an easily accessible place;

o    A list of all persons who are, or within the past five years have been,
     required to make reports pursuant to this Code, or who are or were
     responsible for reviewing these reports, shall be maintained in an easily
     accessible place;

o    A record of any decision, and the reasons supporting the decision, to
     approve the acquisition of securities by access persons, for at least five
     years after the end of the fiscal year in which the approval is granted;

o    A copy of each report made pursuant to Section IV.D of this Code shall be
     preserved by the Chief Compliance Officer of the Trust for at least five
     years after the end of the fiscal year in which it is made, the first two
     years in an easily accessible place; and

o    The Chief Compliance Officer of the Trust shall preserve a record of any
     decision, and the reasons supporting the decision, to approve the
     acquisition by investment personnel of securities under Section II.B of
     this Code for at least five years after the end of the fiscal year in which
     the approval is granted, the first two years in an easily accessible place.

MISCELLANEOUS

     CONFIDENTIALITY. All reports of securities transactions and any other
information filed with the Trust pursuant to this Code shall be treated as
confidential, except as regards appropriate examinations by representatives of
the Securities and Exchange Commission.

     AMENDMENT; INTERPRETATION OF PROVISIONS. The Board of Trustees may from
time to time amend this Code or adopt such interpretations of this Code as they
deem appropriate.




                                       6



                              ANNUAL CERTIFICATION
--------------------------------------------------------------------------------

In  accordance  with  Rule 17j-1(c)(2) of the Investment Company Act of 1940, as
amended,  the  undersigned  certifies  that  for  the  period  ________  through
__________:

     (i)  The Fund has adopted procedures reasonably necessary to prevent
          Access Persons from violating the Fund's Code of Ethics;
     (ii) There were no material violations of the Fund's Code of Ethics;
     (iii) There were no sanctions imposed on the Fund's Access Persons; and,
     (iv) No issues arose regarding the Fund's Code of Ethics.

     IN WITNESS WHEREOF, the undersigned Review Officer has executed this
certificate as of ________________________.






                                       _________________________________________
                                                                      James Nash
                                                        Chief Compliance Officer
                                                  The Community Development Fund



                                       7



                                   APPENDIX I

                    WRITTEN ACKNOWLEDGMENT OF CODE OF ETHICS
--------------------------------------------------------------------------------

To the Chief Compliance Officer of The Community Development Fund:

The undersigned hereby acknowledges receipt of the Code of Ethics of The
Community Development Fund and any current amendment thereto.

Date:_______________________


                                        By: ________________________
                                            Name:
                                            Title:


                                       8




                                  APPENDIX II

                        ANNUAL COMPLIANCE CERTIFICATION
--------------------------------------------------------------------------------

To the Chief Compliance Officer of the Community Development Fund:

The undersigned hereby certifies that he or she has:

(a)  read this Code of Ethics, including any amendments thereto, and understood
     it;
(b)  complied with this Code's requirements during the past year;
(c)  disclosed or reported all personal securities transactions required to be
     disclosed or reported pursuant to the requirements of this Code; and
(d)  reported all violations of this Code and the federal securities laws to
     the Chief Compliance Officer.

Date: ___________________________

                                        By: _____________________________
                                            Name:
                                            Title:





                                       9




                                 EXHIBIT A

                            INITIAL HOLDINGS REPORT
--------------------------------------------------------------------------------

To the Chief Compliance Officer:

As of the below date, I held the following position in these securities in which
I may be deemed to have a direct or indirect beneficial ownership, and which are
required to be reported pursuant to the Code of Ethics of The Community
Development Fund


                                                                  BROKER/DEALER
TITLE AND TYPE    SYMBOL OR                       PRINCIPAL       OR BANK WHERE
   SECURITY       CUSIP NO.     NO. OF SHARES      AMOUNT        ACCOUNT IS HELD
--------------------------------------------------------------------------------














This report (i) excludes holdings with respect to which I had no direct or
indirect influence or control, and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.

Date: _____________________________            Signature: ______________________


                                       10








                                   EXHIBIT B

                         SECURITIES TRANSACTION REPORT
--------------------------------------------------------------------------------

For the Calendar Quarter Ended ____________________
To the Chief Compliance Officer:

During the quarter referred to above, the following transactions were effected
in securities in which I may be deemed to have had, or by reason of such
transaction acquired, direct or indirect beneficial ownership, and which are
required to be reported pursuant to the Code of Ethics of The Community
Development Fund:



                                                                                    
  SECURITY
 (INCLUDING        SYMBOL                                                 NATURE OF
INTEREST RATE       OR                                    PRINCIPAL      TRANSACTION                 BROKER/DEALER
AND MATURITY       CUSIP        DATE OF       NO. OF      AMOUNT OF       (PURCHASE,                OR BANK THROUGH
DATE, IF ANY)      NUMBER     TRANSACTION     SHARES     TRANSACTION     SALE, OTHER)     PRICE      WHOM EFFECTED
------------------------------------------------------------------------------------------------------------------------------------

















This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control, (ii) excludes transactions effected pursuant to
an automatic investment plan, and (iii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.

Date: _____________________________          Signature: _______________________



                                       11




                                   EXHIBIT C

                          ACCOUNT ESTABLISHMENT REPORT
--------------------------------------------------------------------------------

For the Calendar Quarter Ended _________________
To the Chief Compliance Officer:

During the quarter referred to above, the following accounts were established
for securities in which I may be deemed to have a direct or indirect beneficial
ownership, and is required to be reported pursuant to the Code of Ethics of The
Community Development Fund:

       BROKER/DEALER OR BANK WHERE
        ACCOUNT WAS ESTABLISHED                DATE ACCOUNT WAS ESTABLISHED
--------------------------------------------------------------------------------











Date: _________________________________    Signature: __________________________


                                       12




                                   EXHIBIT D

                             ANNUAL HOLDINGS REPORT
--------------------------------------------------------------------------------

To the Chief Compliance Officer:

As of December 31, ____, I held the following positions in securities in which I
may be deemed to have a direct or indirect beneficial ownership, and which are
required to be reported pursuant to the Code of Ethics of The Community
Development Fund:

                                                                  BROKER/DEALER
TITLE AND TYPE    SYMBOL OR                        PRINCIPAL      OR BANK WHERE
 OF SECURITY      CUSIP NO.      NO. OF SHARES      AMOUNT       ACCOUNT IS HELD
--------------------------------------------------------------------------------
















     This report excludes holdings with respect to which I had no direct or
indirect influence or control and is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.


Date: ___________________________________    Signature: ________________________



                                       13

EX-99.P2

                    COMMUNITY DEVELOPMENT FUND ADVISORS, LLC


                                 CODE OF ETHICS



                             DATED: JANUARY 1, 2016















                                 CODE OF ETHICS

     This Code of Ethics ("Code") is adopted in compliance with the requirements
of U.S. securities laws applicable to registered investment advisers. Registered
investment advisers are required by Rule 204A-1 under the Investment Advisers
Act of 1940, as amended ("Advisers Act"), to adopt a code of ethics which, among
other things, sets forth the standards of business conduct required of their
supervised persons and requires those supervised persons to comply with the
federal securities laws.

STANDARDS OF BUSINESS CONDUCT

     The Advisor seeks to foster a reputation for integrity and professionalism.
That reputation is a vital business asset. The confidence and trust placed in us
by our clients is something we value and endeavor to protect. To further that
goal, we have adopted this Code and implemented policies and procedures to
prevent fraudulent, deceptive and manipulative practices and to ensure
compliance with the Federal Securities Laws and the fiduciary duties owed to our
clients.

     We are fiduciaries and as such, we have affirmative duties of care,
honesty, loyalty and good faith to act in the best interests of our clients. Our
Clients' interests are paramount and come before our personal interests. Our
Access Persons and Supervised Persons, as those terms are defined in this Code,
are also expected to behave as fiduciaries with respect to our clients. This
means that each must render disinterested advice, protect client assets
(including nonpublic information about a client or a client account) and act
always in the best interest of our clients. We must also strive to identify and
avoid conflicts of interest, however such conflicts may arise.

Access Persons and Supervised Persons of the Advisor and must not:

     o    employ any device, scheme or artifice to defraud a client;

     o    make to a client any untrue statement of a material fact or omit to
          state to a client a material fact necessary in order to make the
          statements made, in light of the circumstances under which they are
          made, not misleading;

     o    engage in any act, practice, or course of business which operates or
          would operate as a fraud or deceit upon a client;

     o    engage in any manipulative practice with respect to a client;

     o    use their positions, or any investment opportunities presented by
          virtue of their positions, to personal advantage or to the detriment
          of a client; or

     o    conduct personal trading activities in contravention of this Code or
          applicable legal principles or in such a manner as may be inconsistent
          with the duties owed to clients as a fiduciary.

To ensure compliance with these restrictions and the Federal Securities Laws,
as defined in this Code, we have adopted, and agreed to be governed by, the
provisions of this Code. However, Access Persons and Supervised Persons are
expected to comply not merely with the "letter of the law," but also with the
spirit of the law, this Code, and the Advisor's Investment Adviser Compliance
Manual.

Should you have any doubt as to whether this Code applies to you, you should
contact Kenneth H. Thomas, the Chief Compliance Officer ("CCO").

1.   DEFINITIONS

As used in the Code, the following terms have the following meanings:

     1.1. ACCESS PERSONS include (i) any Supervised Person who (a) has access
          to nonpublic information regarding any Client's purchase or sale of
          securities; or (b) is involved in making securities recommendations to
          clients or has access to such recommendations that are nonpublic and
          (ii) any other person who the CCO determines to be an Access Person.




          The CCO will inform all Access Persons of their status as such and
          will maintain a list of Access Persons on Appendix A.

     1.2. BENEFICIAL OWNERSHIP generally means having a direct or indirect
          pecuniary interest in a security and is legally defined to be
          beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of
          the Securities Exchange Act of 1934, as amended ("Exchange Act").
          However, transactions or holdings reports required by Section 5 of
          this Code may contain a statement that the report will not be
          construed as an admission that the person making the report has any
          direct or indirect beneficial ownership in the security or securities
          to which the report relates.

     1.3. FEDERAL SECURITIES LAWS means: (i) the Securities Act of 1933, as
          amended ("Securities Act"); (ii) Exchange Act; (iii) the
          Sarbanes-Oxley Act of 2002; (iv) the Investment Company Act of 1940,
          (v) the Advisers Act; (vi) title V of the Gramm-Leach-Bliley Act;
          (vii) any rules adopted by the SEC under the foregoing statutes;
          (viii) the Bank Secrecy Act, as it applies to funds and investment
          advisers; and (ix) any rules adopted under relevant provisions of the
          Bank Secrecy Act by the SEC or the Department of the Treasury.

     1.4. LIMITED OFFERING means an offering that is exempt from registration
          under Securities Act Sections 4(2) or 4(6), or pursuant to Securities
          Act Rules 504, 505 or 506. Limited Offerings include, without
          limitation, offerings of securities issued by the private funds
          advised by the Advisor.

     1.5. PURCHASE OR SALE OF A SECURITY includes, among other things, the
          writing of an option to purchase or sell a security.

     1.6. REPORTABLE SECURITY means any security as defined in Advisers Act
          Section 202(a)(18) and Company Act Section 2(a)(36) except (i) direct
          obligations of the Government of the United States; (ii) bankers'
          acceptances, bank certificates of deposit, commercial paper and high
          quality short-term debt instruments, including repurchase agreements;
          (iii) shares issued by money market funds; (iv) shares issued by
          open-end funds other than Reportable Funds; and (v) shares issued by
          unit investment trusts that are invested exclusively in one or more
          open-end funds, none of which are Reportable Funds.

     1.7. SECURITY HELD BY A CLIENT means any Reportable Security which is
          currently held by a client. This definition also includes any option
          to purchase or sell, and any security convertible into or exchangeable
          for, a Reportable Security.

2.   PRE-APPROVAL REQUIREMENTS FOR ACCESS PERSONS

     2.1. TRANSACTIONS IN SECURITIES HELD BY A CLIENT. Access Persons may not
          engage in a transaction in any Security held by a Client, absent the
          approval of the CCO. In considering an Access Person's request to
          engage in a transaction involving a Security held by a Client, the CCO
          shall consider, among other factors, whether the sale of the
          Reportable Security may negatively impact the market value of the
          Securities held by a Client and whether the transaction is otherwise
          consistent with the Code.

     2.2. 30 DAY HOLDING PERIOD. Absent the prior written consent of the CCO,
          no Access Person may sell a Reportable Security within 30 days of
          acquiring the Reportable Security.

     2.3. PROHIBITION ON SELF PRE-CLEARANCE OR APPROVAL. No Access Person shall
          pre-clear his own trades, review his own reports or approve his own
          exemptions from this Code. When such actions are to be undertaken with
          respect to the CCO, Kenneth H. Thomas will perform such actions as are
          required of the CCO by this Code.


                                       2



3.   ADDITIONAL REQUIREMENTS

     3.1. FAIR TREATMENT. Access Persons must avoid taking any action which
          would favor one client or group of clients over another, in violation
          of our fiduciary duties and applicable law. Access Persons must comply
          with relevant provisions of our compliance manuals designed to detect,
          prevent or mitigate such conflicts.

     3.2. SERVICE AS OUTSIDE DIRECTOR, TRUSTEE OR EXECUTOR. Access Persons
          shall not serve on the boards of directors of publicly traded
          companies, or in any similar capacity, absent the prior approval of
          such service by the CCO following the receipt of a written request for
          such approval. In the event such a request is approved, "Chinese Wall"
          procedures may be utilized to avoid potential conflicts of interest.
          Other than by virtue of their position with the firm or with respect
          to a family member, no Access Person may serve as a trustee, executor
          or fiduciary. Similarly, Access Persons may not serve on a creditor's
          committee. In appropriate circumstances the CCO may grant exemptions
          from this provision.

4.   REQUIRED REPORTS

     4.1. INITIAL AND ANNUAL HOLDINGS REPORTS. Each Access Person must submit
          to the CCO a report: (i) not later than ten (10) days after becoming
          an Access Person, reflecting the Access Person's Reportable Securities
          as of a date not more than 45 days prior to becoming an Access Person;
          and (ii) annually, on a date selected by the CCO, as of a date not
          more than 45 days prior to the date the report was submitted.

     4.2. Holdings reports must contain the following information:

          (a)  the title and type of security and as applicable, the exchange
               ticker symbol or CUSIP number, number of shares, and principal
               amount of each Reportable Security in which the Access Person has
               any direct or indirect Beneficial Ownership;

          (b)  the name of any broker, dealer or bank with which the Access
               Person maintains an account in which any securities are held for
               the Access Person's direct or indirect benefit. (Note that even
               those accounts which hold only non-Reportable Securities, must be
               included); and

          (c)  the date the Access Person submits the report.

     4.3. QUARTERLY TRANSACTION REPORTS. Within 30 days after the end of each
          calendar quarter, each Access Person must submit a report to the CCO
          covering all transactions in Reportable Securities during the
          preceding calendar quarter other than those excepted from the
          reporting requirements.

     4.4. Quarterly Transaction Reports must contain the following information:

          (a)  the date of the transaction, the title and as applicable, the
               exchange ticker symbol or CUSIP number, interest rate and
               maturity date, number of shares, and principal amount of each
               Reportable Security involved;

          (b)  the nature of the transaction (I.E., purchase, sale or any other
               type of acquisition or disposition);

          (c)  the price of the security at which the transaction was effected;

          (d)  the name of the broker, dealer or bank with or through which the
               transaction was effected; and


                                       3



          (e)  the date the Access Person submits the report.

     4.5. EXCEPTIONS TO REPORTING REQUIREMENTS. The reporting requirements of
          this section apply to all transactions in Reportable Securities other
          than:

          (a)  transactions with respect to securities held in accounts over
               which the Access Person has no direct or indirect influence or
               control; and

          (b)  transactions effected pursuant to an automatic investment plan
               (i.e., any program in which regular periodic purchases or
               withdrawals are made automatically in or from investment accounts
               in accordance with a predetermined schedule and allocation,
               including, but not limited to, any dividend reinvestment plan
               ("DRIP").

     4.6. DUPLICATE STATEMENTS AND CONFIRMS. In order to satisfy the reporting
          requirements of this Section, each Access Person, with respect to each
          brokerage account in which such Access Person has any direct or
          indirect beneficial interest, must arrange to have his/her broker mail
          all brokerage statements, confirmations, and other periodic reports
          directly to the CCO at the same time they are mailed or furnished to
          such Access Person. To the extent that a duplicate brokerage statement
          lacks some of the information otherwise required to be reported, the
          missing information must be submitted as a supplement to the statement
          or confirmation.

5.   CODE NOTIFICATION AND ACCESS PERSON CERTIFICATIONS

The CCO shall provide notice to all Access Persons of their status under this
Code, and shall deliver a copy of the Code to each Access Person annually.
Additionally, each Access Person will be provided a copy of any Code
amendments. After reading the Code or amendment, each Supervised Person shall
make the certification contained in Appendix B. Annual certifications are due
within ten (10) days after the end of each calendar year. Certifications with
respect to amendments to the Code must be returned to the CCO within a
reasonably prompt time. To the extent that any Code-related training sessions
or seminars are held, the CCO shall keep records of such sessions and the
Access Persons attending.

6.   REVIEW OF REQUIRED CODE REPORTS

     6.1. Reports required to be submitted pursuant to the Code will be
          reviewed by the CCO or a designee on a periodic basis.

     6.2. Any material violation or potential material violation of the Code
          must be promptly reported to the CCO. The CCO will investigate any
          such violation or potential violation and determine the nature and
          severity of the violation. All violations will be handled on a
          case-by-case basis in a manner deemed appropriate by the CCO. In each
          case of a violation, the CCO must determine what actions, if any, are
          required to cure the violation and prevent future violations.

     6.3. The CCO will keep a written record of all investigations in
          connection with any Code violations, including any action taken as a
          result of the violation.

     6.4. Sanctions for violations of the Code may include: verbal or written
          warnings and censures, monetary sanctions, disgorgement, suspension or
          dismissal. Where a particular Client has been harmed by the violative
          action, disgorgement may be paid directly to the client; otherwise,
          monetary sanctions shall be paid to an appropriate charity determined
          by the CCO.

7.   RECORDKEEPING AND REVIEW

The Advisor will maintain records (which shall be available for examination by
the SEC staff) in accordance with its POLICY REGARDING RECORDKEEPING, and
specifically shall maintain:


                                       4



     (i)  a copy of this Code of Ethics and any other preceding code of ethics
          that, at any time within the past 5 years, has been in effect in an
          easily accessible place;

     (ii) a record of any Code of Ethics violation and of any sanctions imposed
          for a period of not less than 5 years following the end of the fiscal
          year in which the violation occurred, the first 2 years in an easily
          accessible place;

    (iii) a copy of each report made by an Access Person under this Code of
          Ethics for a period of not less than 5 years from the end of the
          fiscal year in which it is made, the first 2 years in an easily
          accessible place;

     (iv) a record of all persons who are, or within the past 5 years have
          been, required to submit reports under this Code of Ethics, or who are
          or were responsible for reviewing these reports for a period of at
          least 5 years after the end of the fiscal year in which the report was
          submitted, the first 2 years in an easily accessible place; and

     (v)  a record of any decision, and the reasons supporting the decision, to
          approve the acquisition by an Access Person of Securities acquired in
          an Initial Public Offering or Limited Offering, for a period of at
          least 5 years after the end of the fiscal year in which the approval
          is granted, the first 2 years in an easily accessible place.

To the extent appropriate and permissible, the CCO may choose to keep such
records electronically.

The CCO shall review this Code and its operation annually and may determine to
make amendments to the Code as a result of that review. Non-material amendments
to this Code should be made no more frequently than annually. Material
amendments to the Code may be made at any time.

8.   REPORTING VIOLATIONS

Any Access Person who believes that a violation of this Code has taken place
must promptly report that violation to the CCO or to the CCO's designee. To the
extent that such reports are provided to a designee, the designee shall provide
periodic updates to the CCO with respect to violations reported. Access Persons
may make these reports anonymously and no adverse action shall be taken against
an Access Person making such a report in good faith.

9.   WAIVERS.

The CCO may grant waivers of any substantive restriction in appropriate
circumstances (E.G., personal hardship) and will maintain records necessary to
justify such waivers.

10.  CONFIDENTIALITY

All reports of securities transactions and other information filed pursuant to
this Code of Ethics shall be treated as confidential to the extent permitted by
law.

11.  GIFTS, REBATES, CONTRIBUTIONS OR OTHER PAYMENTS

The Advisor will take reasonable steps to ensure that neither it nor its
Supervised Persons offer or give, or solicit or accept, in the course of
business, any inducements which may lead to conflicts of interest between the
Advisor and its Clients.  Supervised Persons generally may not solicit gifts or
gratuities nor give inducements, except in accordance with this Code of Ethics.
The term "inducements" means gifts, entertainment and similar benefits which
are offered to or given by Supervised Persons. Gifts of nominal value or those
that are customary in the industry such as meals or entertainment may be
appropriate. Any form of a loan by a Supervised Person to a Client or by a
Client to a Supervised Person is not allowed. A relaxation of, or exemption
from, these procedures may only be granted by the CCO.


                                       5



Discretion must be used in accepting gifts, including invitations for dinners,
entertainment, golf outings, sporting events, theater, etc. No Access Person
may accept any gift or preferential treatment (except meals and entertainment
valued at less than $100) from any person or entity that: (i) does business
with the Advisor; (ii) is or may appear to be connected with any present or
future business dealings between the Advisor and such person or entity; or
(iii) may create or appear to create a conflict of interest. Similarly, no
Access Person should offer any gifts that could be viewed as influencing the
decision making or otherwise could be considered as creating a conflict of
interest on the part of the recipient.

12.  OUTSIDE EMPLOYMENT OR OTHER ACTIVITIES

Supervised Persons are generally prohibited from being employed or compensated
by any other entity, serving on the board of directors of any publicly traded
companies, and similar conduct except with the prior authorization of the CCO.
Any employment or other outside activity by a Supervised Person may result in
possible conflicts of interests for the Supervised Person or for the Advisor
and therefore must be reviewed and approved by the CCO. Outside activities,
which must be reviewed and approved, include the following:

     (1)  being employed or compensated by any other entity;

     (2)  engaging in any other business including part-time, evening or
          weekend employment; or

     (3)  serving as an officer, director, partner, etc., in any other entity.

Written approval for any of the above activities is to be obtained by a
Supervised Person BEFORE undertaking any such activity so that a determination
may be made that the activities do not interfere with any of the Supervised
Person's responsibilities and any conflicts of interests which may be created
by such activities may be addressed. Supervised Persons seeking approval shall
provide the following information to the CCO: (1) the name and address of the
outside business organization; (2) a description of the business of the
organization; (3) compensation, if any, to be received; (4) a description of
the activities to be performed; and (5) the amount of time per month that will
be spent on the outside activity. Because the Advisor encourages involvement in
charitable, nonpublic organization, civic and trade association activities,
these outside activities will generally be approved unless a clear conflict of
interest exists. Supervised Persons must update annually any requests for
approval of an outside activity.

Records of requests for approval along with the reasons such requests were
granted or denied are maintained by the CCO.

--------------------------------------------------------------------------------

                       ENFORCEMENT OF THIS CODE OF ETHICS

     CCO'S DUTIES AND RESPONSIBILITIES

     The CCO shall be primarily responsible for administering and enforcing the
provisions of this Code of Ethics. The CCO shall:

     (i)  maintain a current list of all Access Persons;

     (ii) supervise, implement and enforce the terms of this Code of Ethics;

    (iii) (a) provide each Access Person with a current copy of this Code of
          Ethics and any amendments thereto, (b) notify each person who becomes
          an Access Person of the reporting requirements and other obligations
          under this Code of Ethics at the time such person becomes an Access
          Person, and (c) require each Access Person to provide a signed
          Certificate of Compliance for the Code of Ethics and Insider Trading
          Policy;


                                       6



     (iv) maintain a list of all Securities which Community Development Fund
          Advisors, LLC recommends, holds, or is purchasing or selling, or
          intends to recommend purchase or sell on behalf of its Clients;

     (v)  determine whether any particular Personal Securities Transactions
          should be exempted pursuant to the provisions this Code of Ethics;

     (vi) maintain files of statements and other information to be reviewed for
          the purpose of monitoring compliance with this Code of Ethics, which
          information shall be kept confidential, except as required to enforce
          this Code of Ethics, or to participate in any investigation concerning
          violations of applicable law;

    (vii) review all Holdings Reports required to be provided by each Access
          Person pursuant to this Code of Ethics: (a) for each new Access
          Person, to determine if any conflict of interest or other violation of
          this Code of Ethics results from such person becoming an Access
          Person; and (b) for all Access Persons, to determine whether a
          violation of this Code of Ethics has occurred;

   (viii) review on a quarterly basis all Securities reported on the Quarterly
          Transaction Reports required to be provided by each Access Person
          pursuant to this Code of Ethics for such calendar quarter to determine
          whether a Code of Ethics violation may have occurred;

     (ix) review any other statements, records and reports required by this
          Code of Ethics; and

     (x)  review on a periodic basis and update as necessary, this Code of
          Ethics.

     VIOLATIONS OF THIS CODE OF ETHICS

     If the CCO determines that a violation of this Code of Ethics has occurred,
the CCO shall prepare a record of explanatory material regarding such violation
and shall immediately take remedial or corrective action. The CCO shall monitor
his own Securities holdings and transactions in accordance with the reporting
requirements set forth in this Policy.

     If the CCO finds that a Supervised Person has violated this Code of Ethics,
the CCO will impose upon such Supervised Person sanctions that the CCO deems
appropriate in view of the facts and circumstances. Sanctions with respect to
any Supervised Person (other than a principal) may include written warning,
suspension or termination of employment, a letter of censure and/or restitution
of an amount equal to the difference between the price paid or received by the
offending Supervised Person. In addition, the Advisor reserves the right to
require the offending Supervised Person to reverse, cancel or freeze, at the
Supervised Person's expense, any transaction or position in a specific Security
if the Advisor believes the transaction or position violates this Code of Ethics
and/or the Advisor's general fiduciary duty to its Clients, or otherwise appears
improper.

     All violations of this Code of Ethics must be immediately reported to the
CCO.


                                       7



                           APPENDIX A: REFERENCE PAGE

                               RELEVANT PERSONNEL

--------------------------------------------------------------------------------
TITLE                                      NAME(S)
--------------------------------------------------------------------------------
ACCESS PERSONS                        Kenneth H. Thomas
--------------------------------------------------------------------------------
SUPERVISED PERSONS
(OTHER THAN ACCESS PERSONS)
--------------------------------------------------------------------------------
CCO                                   Kenneth H. Thomas
--------------------------------------------------------------------------------


























                                       8




                                   APPENDIX B

                                   __________

           CERTIFICATION OF RECEIPT AND COMPLIANCE OF CODE OF ETHICS

             THIS FORM MUST BE COMPLETED BY EACH SUPERVISED PERSON
                WITHIN 10 DAYS OF BECOMING A SUPERVISED PERSON;
       WITHIN 10 DAYS AFTER THE END OF EACH CALENDAR YEAR THEREAFTER; AND
                   UPON RECEIPT OF ANY AMENDMENT TO THE CODE.

I hereby acknowledge receipt of Community Development Fund Advisors, LLC's
current Code of Ethics (the "Code"), including any applicable amendments.  I
hereby certify that I (i) recently have read/re-read the Code (including any
amendments thereto); (ii) understand the Code; and (iii) recognize that I am
subject to its provisions. I also hereby certify that I have complied with and
will continue to comply with the requirements of the Code and that I have
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the Code.


Name:
          --------------------------------
          (Please print or type clearly)

Signature:
          --------------------------------

Date:
          --------------------------------


























                                       9

EX-99.P3

                 CHAPTER 2: CODE OF BUSINESS CONDUCT AND ETHICS

          Please note that the Firm's Code of Business Conduct and Ethics spans
Chapters 2 through 6 of this Manual (collectively, the "CODE").  Chapter 2
addresses a variety of topics relating to conflicts of interest and some of the
Firm's specific requirements relating to Employee conduct, Chapter 3 is the
Firm's policy against insider trading and the procedures for managing material
non-public information, Chapter 4 is the Firm's information barriers policy,
Chapter 5 is the Firm's personal trading policy and Chapter 6 is the Firm's
gifts and entertainment policy.

     A. INTRODUCTION

          All Employees are expected to comply with the policies set forth in
the Code. Read the Code carefully and make sure that you understand it, the
consequences of non-compliance, and the Code's importance to the success of the
Firm. If you have any questions, speak to a member of the Firm's Legal and
Compliance Department. The Code cannot and is not intended to cover every
applicable law or provide answers to all questions that might arise; for that
we must ultimately rely on each person's good sense of what is right, including
a sense of when it is proper to seek guidance from others on the appropriate
course of conduct.

          The Chief Compliance Officer or General Counsel may, in their
discretion, waive the applicability of any provision of the Code with respect
to a given Employee, provided that such waiver is consistent with applicable
law.

     1. ABOUT THE CODE OF BUSINESS CONDUCT AND ETHICS

                    We at the Firm are committed to the highest standards of
business conduct in our relationships with each other and with our Clients and
others. This requires that we conduct our business in accordance with all
applicable laws and regulations, in accordance with the highest standards of
business ethics, and consistent with our fiduciary obligations.

                    Our business depends on the reputation of the Firm and, in
turn, its Employees for integrity and principled business conduct. Thus, in
many instances, the policies referenced in this Code go beyond the requirements
of the law.

                    The Code is a statement of policies for individual and
business conduct and does not in any way constitute an employment contract or
an assurance of continued employment. As Employees of the Firm, you are
employed at will even when you are covered by an express, written employment
agreement.  This means that, subject to applicable law and the notice
requirements you may have with the Firm, (i) you may choose to resign your
employment at any time, for any reason or for no reason at all, and (ii) the
Firm may choose to terminate your employment at any time, for any reason or for
no reason at all.  Termination of employment (whether by resignation or
otherwise) is subject to any covenants you may have with the Firm governing
your post-termination activities.

7 | Page



     2. MEETING OUR SHARED OBLIGATIONS

                    Each of us is responsible for knowing and understanding the
policies and guidelines contained in the Code. If you have questions, ask them;
if you have ethical concerns, raise them. Our conduct should reflect the Firm's
values, demonstrate ethical leadership, and promote a work environment that
upholds the Firm's reputation for integrity, ethical conduct and trust.

     B. RESPONSIBILITY TO OUR ORGANIZATION AND ITS CLIENTS

          Employees are expected to advance the interests of the Firm's Clients
and avoid any conflicts with the interests of those Clients. As such, Employees
are required to complete a conflicts questionnaire at the time their employment
by the Firm commences and periodically thereafter, upon request, to help
Fortress monitor any potential conflicts of interest. Employees must
immediately notify the Legal and Compliance Department if the information on
this questionnaire changes. This form is included as "Attachment B."

     1. CONFLICTS OF INTEREST GENERALLY

                    The identification and management of conflicts of interest
are commitments that the Firm has made to each of its Clients, and are
fundamental considerations in all of the Firm's investment advisory activities.
Broadly speaking, a conflict of interest may be present whenever the interests
of an Employee or the Firm are inconsistent with, or appear to be inconsistent
with, those of a Client, or when the interests of one Client appear to be
inconsistent with those of another Client. Conflicts of interest, if not
properly addressed, can cause serious harm to the Firm and its Clients. Even
the mere appearance of a conflict of interest (I.E., where no conflict may
actually exist) can call into question the objectivity of the Firm and its
Employees, resulting in potentially irreversible damage to the Firm's
reputation. As such, it is the responsibility of every Employee to assist in
identifying actual or potential conflicts of interest associated with the
Firm's investment advisory business and promptly bring any such issues to the
attention of an appropriate member of the Legal and Compliance Department.

     2. PERSONAL CONFLICTS OF INTEREST

                    In order to maintain the highest degree of integrity in the
conduct of the Firm's business and to maintain your independent judgment, you
must avoid any activity or personal interest that creates or appears to create
a conflict between your personal interests and the interests of the Firm's
Clients. A conflict of interest may arise whenever your private interests
interfere in any way, or even appear to interfere, with the interests of any
Client, including if you take actions or have interests that make it difficult
for you to objectively and effectively perform your work on behalf of the Firm.
You should never act in a manner that could cause you to lose your independence
and objectivity or that could adversely affect the confidence of your fellow
Employees, other persons with whom we conduct the Firm's business, or the
integrity of the Firm or its procedures. Although we cannot list every
conceivable conflict, the following are some common examples that illustrate
actual or apparent conflicts of interest that should be avoided:

                                                                      8 | Page



                    a. IMPROPER PERSONAL BENEFITS FROM THE FIRM

                    Conflicts of interest arise when any Employee, or a member
of his or her family, receives improper personal benefits as a result of his or
her position in or in relation to the Firm. You may not accept any benefits
that have not been duly authorized and approved pursuant to Firm policy and
procedure (see Chapter 6 for the Firm's Gifts and Entertainment Policy),
including any Firm loans or guarantees of your personal obligations.

                    b. FINANCIAL INTERESTS IN OTHER BUSINESSES

                    Employees may not have an ownership interest in any other
enterprise if that interest compromises or appears to compromise the Employee's
loyalty to the Firm.  For example, you should not own an interest in any
enterprise that is a significant competitor with our Firm (owning shares of a
publicly traded financial institution with multiple business lines shall not be
considered a conflict for these purposes by reason of their having some
overlapping areas of business) without first clearing any transaction in the
securities of such a Firm by emailing "GROUP: PERSONAL TRADING CLEARANCE". You
may not own an interest in a company that does significant amounts of business
with the Firm (such as an entity that is a significant source of Firm
investments) without first emailing "GROUP: PERSONAL TRADING CLEARANCE" to
obtain prior written approval from the Legal and Compliance Department.

                    c. BUSINESS ARRANGEMENTS WITH THE FIRM

                    You may not sell to or purchase from the Firm any
securities or other property, or personally participate in a joint venture,
partnership or other business arrangement with the Firm without first emailing
"GROUP: PERSONAL TRADING CLEARANCE" to obtain prior written approval from the
Legal and Compliance Department.

                    d. OUTSIDE EMPLOYMENT, DIRECTORSHIPS, OR ACTIVITIES WITH A
                       COMPETITOR

                    Other than with the prior written consent of the General
Counsel or the Chief Compliance Officer, simultaneous employment by any other
entity, or serving as a director or on the creditors' committee of any company
is strictly prohibited. Serving as a director or officer or on the creditors'
committee of a company with publicly traded securities, for example, can create
collateral issues, including potential insider trading liability, for both the
Firm and the Employee serving in such capacity. Similarly, you should avoid
engaging in any activity that one would reasonably expect to advance a
competitor's interests over that of the Firm's.  As such, it is imperative
that, prior to agreeing to serve in any such capacity, Employees consult with
and obtain written approval from (i) the Firm's Chief Compliance Officer or
General Counsel, and (ii) his or her direct supervisor. Please note that the
Firm may require that the Employee obtain indemnities from the company at issue
and satisfy other conditions as a condition to approval. In general, approval
for this type of activity will be rare. Such activities are subject to the
Firm's Anti-Corruption Policy and may be subject to applicable state and
federal anti-bribery laws, which are outlined in Chapter 7 of this Manual.

                    Ultimately, it is your responsibility to consult with the
General Counsel or the Chief Compliance Officer and your manager to determine
whether a planned activity will

9 | Page



compete impermissibly with any of the Firm's business activities before you
pursue the activity in question.

                    e. CHARITABLE, GOVERNMENT AND OTHER OUTSIDE ACTIVITIES

                    The Firm encourages all Employees to participate in
projects and causes that further the welfare of our local communities. However,
you must obtain the prior approval of the Legal and Compliance Department by
sending a request to "GROUP: COMPLIANCE DEPARTMENT" before serving as a
director or trustee of any charitable, not-for-profit, for-profit, or other
entity or before running for election or seeking appointment to any
government-related position. Such activities are subject to the Firm's
Anti-Corruption Policy and may be subject to applicable state and federal
anti-bribery laws, which are outlined in Chapter 7 of this Manual.

                    f. FAMILY MEMBERS WORKING IN THE INDUSTRY

                    You may find yourself in a situation where your spouse or
significant other, your children, parents or in-laws, or someone else with whom
you have a familial relationship is employed by a competitor of or entity with
a significant business relationship with the Firm. Such situations are not
prohibited but they call for extra sensitivity to security, confidentiality and
conflicts of interest.

                    There are several factors to consider in assessing such a
situation, including without limitation: the relationship between the Firm and
the competitor or entity; the nature of your responsibilities in respect of the
Firm and those of the other person; and the access each of you has to your
respective employer's confidential information.  Such a situation, however
harmless it may appear to you, can create problems for the Firm or you.  To
mitigate any potential issues, you must disclose your specific situation as
soon as you are made aware of it by emailing "GROUP: COMPLIANCE DEPARTMENT" so
that the Legal and Compliance Department may assess the nature and extent of
any concern and how it can be managed and/or resolved.

     3. POTENTIAL FIRM CONFLICTS OF INTEREST

                    There are a variety of situations in which the Firm may be
viewed as having a conflict of interest, including, for example: (i) decisions
about whether and how to allocate limited investment opportunities among
Clients; (ii) causing a Client to enter into a transaction with another Client
and (iii) making decisions for one Client that appear inconsistent with
decisions made for another (E.G., buying an asset for one Client while selling
the same asset for another or selling an asset of one Client while continuing
to hold the same asset for another). This is not an exhaustive list of
situations that may give rise to a Firm related potential conflict of interest,
and you should not view it as such. It is merely intended to be illustrative of
some of the ways in which potential Firm related conflicts might arise and to
sensitize you to the general issue. Ultimately, each of us is responsible for
helping to identify Firm related potential conflicts of interest and promptly
raising them with an appropriate member of the Legal and Compliance Department.


                                                                      10 | Page



     4. CORPORATE OPPORTUNITIES

                    Employees owe a duty to the Firm to advance its legitimate
interests when the opportunity to do so arises.  As such, you may not: take for
yourself opportunities that are expressly offered to you based on the fact that
you are an Employee of the Firm, take for yourself any limited investment
opportunity that would be appropriate for one or more Clients, use corporate
property, Firm information or your position for personal gain, or compete with
the Firm in any manner.

     5. ENTERTAINMENT, GIFTS AND GRATUITIES

                    When you are involved in making business decisions on
behalf of the Firm, you must conduct such activities consistent with your duty
to advance the best interests of the Firm's Clients. Employees must not accept
any gifts, entertainment or gratuities that could influence or be perceived to
influence the Client's investment or financing decisions. Such activities are
subject to the Firm's Anti-Corruption Policy, including its Gifts and
Entertainment Policy, and applicable state and federal anti-bribery laws.
Please refer to Chapter 7 of this Manual for further discussion of the Firm's
Anti-Corruption Policy generally, and to Chapter 6 of this Manual for specific
discussion of the Firm's Gifts and Entertainment Policy.

     6. FIRM BOOKS AND RECORDS

                    You must complete all documents relating to Firm business
accurately and in a timely manner. When applicable, documents must be properly
authorized. You must record the Firm's financial activities in compliance with
all applicable laws and accounting standards. The making of false or misleading
entries, records or documentation is strictly prohibited. You must never create
a false or misleading report or make a payment or establish an account on
behalf of the Firm with the understanding that any part of the payment or
account is to be used for a purpose other than as described by the supporting
documents.

     7. RECORD RETENTION REGARDING LAWSUITS OR GOVERNMENT INVESTIGATIONS

                    If any Employee becomes aware of any "Pending Legal Matter"
(a "Pending Legal Matter" is any existing, threatened or imminent lawsuit,
proceeding or government or regulatory investigation involving the Firm), he or
she must immediately contact the Chief Compliance Officer or General Counsel
(or their respective authorized designee).  Once an Employee becomes aware of a
Pending Legal Matter, he or she must take immediate and affirmative action to
preserve all records that are potentially relevant to the Pending Legal Matter,
including, but not limited to, drafts, working copies, any electronic data
(including e-mail, Word documents, Excel spreadsheets, etc.) and hand written
notes. A member of the Legal and Compliance Department will subsequently take
steps to identify and preserve records that may be relevant to such Pending
Legal Matter. Such records shall be retained until the Chief Compliance Officer
or General Counsel (or their respective authorized designee) advises otherwise,
whether or not this Manual or another Firm policy would otherwise provide for
the destruction of such records in the ordinary course of business.

                    As appropriate, a member of the Legal and Compliance
Department will notify all Employees who may have custody of relevant records
and instruct them to preserve all such

11 | Page



records until further notice. Once an Employee is so notified, or otherwise
becomes aware of a Pending Legal Matter, he or she must immediately and
affirmatively take steps to preserve, as described in the preceding paragraph,
all potentially relevant records.  Destruction of such records, even if
inadvertent, could seriously prejudice the Employee and the Firm and could in
certain cases subject the Firm and/or the individual to substantial criminal
and civil liability. Any questions regarding whether a record is relevant to a
Pending Legal Matter should be directed to the Chief Compliance Officer,
General Counsel, or their respective authorized designee. The Firm's overall
record retention policy is contained in Chapter 14 of this Manual.

     8. CONFIDENTIAL INFORMATION

                    All Firm Employees may learn, to a greater or lesser
degree, facts about the Firm's business, plans, or operations that are not
known to the general public or to competitors (collectively, referred to herein
as "Confidential Information").  Confidential Information includes information
relating to (i) the Firm's business (including, without limitation, strategies
employed by Firm Clients and their actual and contemplated investments, the
financial performance, including but not limited to the track record or
performance data, of any Client, or of any investment thereof, fund raising
information and the identity of the equity investors in Fortress or any of its
Clients, contractual arrangements, plans, tactics, policies, products,
software, programs, know-how, intellectual property, market data and methods,
financial reports, cost and performance data, balance sheets, portfolio
information, contacts, income statements, cash flow statements, statements of
shareholder equity, debt arrangements, equity structure, accounts receivable
reports, accounts payable reports, and asset holdings), (ii) all corporations
or other business organizations in which the Firm has or has had an investment
and (iii) possible transactions with third parties, which the Firm may be under
an obligation to maintain as confidential.

                    You must maintain the confidentiality of information
entrusted to you by the Firm except when disclosure is authorized or legally
mandated.  Employees who possess or have access to Confidential Information
must:

                    o    Not use the Confidential Information for their own
                         benefit or the individual benefit of persons inside or
                         outside the Firm.

                    o    Carefully guard against disclosure of Confidential
                         Information to people outside the Firm. For example,
                         you should not discuss such matters with family members
                         or business or social acquaintances or in places where
                         the Confidential Information may be overheard, such as
                         taxis, public transportation, elevators or restaurants.
                         The prohibition against disclosing Confidential
                         Information to people outside the Firm includes
                         individuals who work for portfolio companies owned by
                         Fortress Clients.

                    o    Not disclose Confidential Information to another
                         Employee unless the Employee needs the information to
                         carry out Firm business.

                    Please note that Confidential Information may be received
by the Firm in a variety of ways, and all information may be considered
confidential regardless of the method of

                                                                      12 | Page



delivery. The most common methods through which Confidential Information is
delivered by third parties is via hard copy documents, email and verbally.
However, information may be provided by third parties in other ways, including
via internet sites such as Syndtrak or Intralinks, and that information may
also be of a confidential nature. In the case of Syndtrak, Intralinks, or other
similar internet sites, it is customary for the provider of information on
those sites to require that you "click through" a confidentiality agreement
before accessing the information. Such confidentiality agreements, like all
confidentiality agreements entered into by the Firm, must first be emailed to
"GROUP: LEGAL NDA". Of course, regardless of whether the party sending you
information considers it confidential, you are still bound by your
confidentiality agreement with Fortress and are therefore prohibited from
sharing such information with outside parties.

                    In addition, Confidentiality Agreements are commonly used
when the Firm needs to disclose confidential information to others.  A
Confidentiality Agreement puts the person receiving Confidential Information on
notice that he or she must maintain the secrecy of such information. If, in
doing business with persons not employed by the Firm, you foresee that you may
need to disclose Confidential Information, you are required to contact the
Fortress lawyers responsible for negotiating confidentiality agreements or
other Fortress lawyers with whom you work.

                    Your obligation to treat information as confidential does
not end when you leave the Firm. Upon the termination of your employment, you
must return everything that belongs to the Firm, including all documents and
other materials containing Confidential Information. You must not disclose
Confidential Information to a new employer or to other persons after ceasing to
be an Employee.  Nothing contained herein limits in any way any other
confidentiality obligations imposed upon you by agreement with the Firm or by
law.

                    You may not disclose to the Firm the confidential
information of any previous employer, nor may you encourage any other Employee
(or prospective Employee) to disclose the confidential information of their
previous employer (or current employer, as the case may be).

     9. TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY

                     a. TRADEMARKS


                    The Firm's logos are examples of Firm trademarks. You must
always properly use Firm trademarks and advise the Legal and Compliance
Department when you suspect that others may be infringing on our trademarks.
Likewise, Employees must not infringe on the trademarks of third parties.

                    b. COPYRIGHT COMPLIANCE

                    All software or other programs created by you in connection
with your employment by the Firm or provision of services to the Firm,
including quantitative or computer-based trading models, are "works for hire"
and are the sole property of the Firm.  You understand that you have no right,
title or interest in any intellectual property created by you in connection
with your employment by or provision of services to the Firm unless otherwise
expressly agreed to in writing by the Firm.

13 | Page



                    Works of authorship such as books, articles, drawings,
computer software and other such materials may be covered by copyright laws. It
is a violation of those laws and of the Firm's policies to make unauthorized
copies of, or derivative works based upon, copyrighted materials. The absence
of a copyright notice does not necessarily mean that the materials are not
copyrighted.

                    The Firm licenses the use of much of its computer software
from outside companies. In most instances, this computer software is protected
by copyright. You may not make, acquire or use unauthorized copies of computer
software. Any questions concerning copyright laws should be directed to an
attorney in the Legal and Compliance Department.

                    c. INTELLECTUAL PROPERTY RIGHTS OF OTHERS

                    It is Firm policy not to infringe upon the intellectual
property rights of others. When using the name, trademarks, logos or printed
materials of another firm, including any such uses on the Firm's website, you
must do so properly and in accordance with applicable law.

     10. RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS

                    Employees who are not official Firm spokespersons may not
speak with the press, securities analysts, other members of the financial
community, shareholders or groups or organizations as a Firm representative
unless specifically authorized to do so in the course of his or her duties.
Requests for financial or other information about the Firm from the media, the
press, the financial community, or the general public should be referred to the
Firm's Director of Investor Relations.

     11. REGULATION FD

                    In addition, as you know, Fortress Investment Group LLC is
a publicly traded company (NYSE: "FIG") and, as such, it must comply with
Regulation FD ("Reg FD"). Newcastle Investment Corp. (NYSE: NCT), New
Residential Investment Corp. (NYSE: NRZ), New Media Investment Group Inc.
(NYSE:NEWM) and New Senior Investment Group Inc. (NYSE:SNR) must also comply
with Reg FD.  Reg FD provides that when a publicly traded company, like
Fortress, or a person acting on its behalf, selectively discloses material
nonpublic information to certain persons (in general, securities market
professionals or holders of the issuer's securities who may trade on the basis
of the information), it must broadly disseminate the same information to the
public. The timing of the required public disclosure depends on whether the
selective disclosure was intentional or non-intentional (for an intentional
selective disclosure, the issuer must make public disclosure simultaneously
with the selective disclosure; for a non-intentional disclosure, the issuer
must make public disclosure within 24 hours or before the beginning of the next
trading day, whichever is later). Compliance with Reg FD is just one of any
number of reasons why it is critically important not to disclose the Firm's
Confidential Information unless you have specifically been authorized to do so.
When in doubt, err on the side of caution and consult with a member of
Fortress's Legal and Compliance Department. You should also review Fortress's
Regulation FD Policy, which is posted on Fortress's website (WWW.FORTRESS.COM)
under "Public Shareholders."

                                                                      14 | Page



     12. RESPONDING TO INQUIRIES FROM THE GOVERNMENT OR OTHER REGULATORY
         AUTHORITIES


                    All requests for information from any regulatory
organization or the government should immediately be referred to the General
Counsel or Chief Compliance Officer by sending an email to "GROUP: COMPLIANCE
DEPARTMENT". No Firm Employees should communicate with any regulatory
organization or governmental agency without first consulting with a member of
the Firm's Legal and Compliance Department.

     13. FAIR DEALING

                    The Firm depends on its reputation for quality, service and
integrity. The way we deal with the sources of our investments, financing
opportunities, and our investors molds our reputation, builds long-term trust
and ultimately determines our success. We must never take unfair advantage of
others through manipulation, concealment, affirmative misrepresentation of
material facts or any other unfair dealing practice.

     14. PERSONAL TRADING

                    The Firm has adopted a personal trading policy, which
governs Firm Employees' personal trading practices. Among other things, the
personal trading policy requires all of the Firm's Employees to: (1) submit
initial, quarterly, and annual reports that disclose all reportable personal
securities holdings and transactions to the Compliance Department and (2)
obtain pre-approval from the Compliance Department before making any personal
investments in any reportable security. The Firm's personal trading policy is
set forth in greater detail in Chapter 5 of this Manual.

     15. INSIDER TRADING

                    You are prohibited by Firm policy and by law from buying or
selling securities for any Client or for your personal account at a time when
you are in possession of "material non-public information." Such prohibited
conduct is known as "insider trading." Passing such information on to someone
who may in turn buy or sell securities -- known as "tipping" -- is also
illegal. Information is "material" if there is a reasonable likelihood that it
would be considered important to an investor in making an investment decision
regarding a securities transaction.

                    A more detailed discussion of the Firm's policy on Insider
Trading is located in Chapter 3 of this Manual, which is incorporated herein by
reference and is a part of this Code.

     16. INTENTIONALLY SPREADING OF FALSE RUMORS

                    While the Firm appreciates that rumors and other market
information, which may be difficult or impossible to verify in a particular
instance, are a common feature of the capital markets, it is against Firm
policy and proscribed by the antifraud provisions of the securities laws to
intentionally spread false rumors (also known as "rumor-mongering") with the
intent of influencing the price of a given security (positively or negatively).
 By way of example, it is unlawful and against Firm policy to intentionally
spread negative false information about a given issuer in order to drive the
price of that issuer's securities down, thereby profiting (through short

15 | Page



sales and the like). To that end, you should not disseminate information in the
marketplace that you know to be false and, to the extent you receive any such
information, you should promptly notify a member of the Legal and Compliance
Department.  Similarly, to the extent that you receive an inquiry that asks you
to confirm a rumor regarding the Firm, you should not respond and refer the
individual making such inquiry to a member of the Legal and Compliance
Department.

     17. ANTI-CORRUPTION POLICY

                    The U.S. Foreign Corrupt Practices Act (the "FCPA"), the
United Kingdom's Bribery Act 2010 (the "Bribery Act"), and the laws of other
countries prohibits the giving, offering, promising, soliciting or agreeing to
receive, accepting, or authorizing, a gift or anything of value, whether
tangible or intangible, to or from a third party, including foreign officials,
foreign political parties, party officials or candidates for political office,
for an improper purpose. The Anti-Corruption policy applies to all Firm
officers, employees, and agents, regardless of their location. A more detailed
discussion of the Anti-Corruption policy is located in Chapter 7 of this
Manual, which is incorporated herein by reference and is part of this Code. In
addition, the Firm's policy on the receipt or provision of gifts or
entertainment and the Firm's prior approval requirements are discussed in
Chapter 6 of this Manual.

     18. PROHIBITION ON USE OF SOCIAL MEDIA FOR BUSINESS PURPOSES

                    The Advisers Act requires the Firm to maintain specified
books and records that relate to the Firm's advisory business, including, in
certain instances, e-mail communications. In addition, Fortress typically
offers interests in the affiliated funds it manages on a private placement
basis, which limits the Firm's ability to offer interests in such funds by any
form of general solicitation or advertising. For those reasons, among others,
the Firm strictly prohibits employees from conducting Fortress-related business
without specific prior written approval of the Legal and Compliance Department,
including the dissemination of any information regarding Fortress managed
funds, over any social network website (including, without limitation,
Facebook, Twitter, LinkedIn, LinkedFA, YouTube, Flickr, Myspace, Digg, Reddit,
RSS and blogs).

     C. INTERACTING WITH GOVERNMENT

     1.   ANTI-CORRUPTION POLICY INCLUDES PROHIBITION ON PROVIDING ANYTHING OF
          VALUE (INCLUDING ENTERTAINMENT) TO GOVERNMENT OFFICIALS, EMPLOYEES OR
          THEIR AGENTS


                    You and each of the Firm's officers, agents, and employees,
wherever located, are prohibited from giving, offering, promising, soliciting
or agreeing to receive, accepting, or authorizing, a gift or anything of value,
whether tangible or intangible, to or from a third party, including government
officials, in contravention of the Firm's Anti-Corruption Policy as further
described in Chapter 7 of this Manual. This prohibition includes such actions
taken with respect to government officials, political parties, party officials
or candidates for political office. Such actions may be in violation of the
FCPA, the Bribery Act, and the laws of many other countries.

                                                                      16 | Page



                    You are prohibited from providing gifts, meals or anything
of value to government officials or employees, including employees of city,
state or municipal entities (or similar governmental subdivisions in non-U.S.
jurisdictions) or their pension plans, or members of their families without
prior written approval from the Legal and Compliance Department. Chapter 6 and
Chapter 7 of this Manual outline the Firm's Gift and Entertainment requirements
and the Firm's general Anti-Corruption Policy, respectively.

     2. POLITICAL CONTRIBUTIONS AND ACTIVITIES BY THE FIRM

                      Laws of certain jurisdictions, including applicable
anti-bribery laws, as well as the Firm's Anti-Corruption Policy, may prohibit
the use of Firm funds, assets, services, or facilities on behalf of a political
party or candidate. Payments of Firm funds to any political party, candidate or
campaign may only be made if permitted under applicable law and the Firm's
Anti-Corruption Policy, and approved in writing in advance by the General
Counsel or the Chief Compliance Officer. Such contributions are subject to the
Firm's Anti-Corruption Policy, which is outlined in Chapter 7.

                      In addition, your work time may be considered the
equivalent of a contribution by the Firm. Therefore, you should not be paid by
the Firm, and should not accept compensation from the Firm, for any time spent
running for public office, serving as an elected official, or campaigning for,
coordinating, or otherwise assisting in any way the campaign of a political
candidate.

     3. POLITICAL CONTRIBUTIONS BY EMPLOYEES

                     a. U.S. POLITICAL CANDIDATES


                    All Fortress employees are prohibited from making political
donations to any person running for office at any level of government anywhere
in the United States without the prior written approval of the Legal and
Compliance Department.  This prohibition extends to donations to U.S. political
parties, committees and other organizations that support political candidates
in the United States. Spouses and dependents of Fortress personnel are
permitted to make such donations with prior approval, which you must seek by
sending an email to "GROUP: PD". Such contributions are subject to the Firm's
Anti-Corruption Policy, which is outlined in Chapter 7.

                    b. NON-U.S. POLITICAL CANDIDATES

                    Employees who wish to make donations to political
candidates who are running for office outside the United States must seek
approval to do so on their own behalf and on behalf of their spouse or
dependents by sending an email to "GROUP: PD".  This policy also applies to
making donations to political parties, committees and other organizations that
support political candidates outside the United States. Such contributions are
subject to the Firm's Anti-Corruption Policy, which is outlined in Chapter 7.

17 | Page



     4. LOBBYING ACTIVITIES

                    Laws of some jurisdictions require registration and
reporting by anyone who engages in a lobbying activity.  Generally, lobbying
includes: (1) communicating with any member or employee of a legislative branch
of government for the purpose of influencing legislation; (2) communicating
with certain government officials for the purpose of influencing government
action; or (3) engaging in research or other activities to support or prepare
for such communication.  Soliciting government entities, directly or indirectly
(through an advisor or consultant), to invest in Fortress managed funds and/or
accounts can constitute lobbying activity in certain jurisdictions.

                    So that the Firm may comply with applicable lobbying laws,
you must seek approval from the Legal and Compliance Department by emailing
"GROUP: COMPLIANCE DEPARTMENT" before engaging in any activity on behalf of the
Firm that might be considered "lobbying" as described above.

     5. COMPLIANCE WITH APPLICABLE SECURITIES LAWS

                    In addition to the general principles of conduct stated in
this Code and the specific trading restrictions and reporting requirements
described in Chapter 5 of this Manual, this Code requires all Employees to
comply with applicable securities laws. These laws include without limitation
the Securities Act of 1933 (the "Securities Act"), the U.S. Securities and
Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company
Act of 1940 (the "40 Act") , the Investment Advisers Act of 1940 (the "Advisers
Act"), Title V of the Gramm-Leach-Bliley Act of 1999, the Bank Secrecy Act as
it applies to private investment funds and investment advisers and any rules
adopted thereunder, and any rules adopted by the U.S. Securities and Exchange
Commission under any of the aforementioned statutes.

                    In addition, non U.S. Employees may be subject to both U.S.
laws and regulations as well as the laws and regulations of the jurisdiction in
which they reside and/or operate. Similarly, U.S. Employees may also be subject
to foreign legal and regulatory regimes, depending on the nature and scope of
their Employment activities. Thus, it is incumbent upon every Employee to be
aware of the relevant laws and regulations that apply to their Employment
activities and, when in doubt, to consult with a member of the Firm's Legal and
Compliance Department.

     6. COMPLIANCE WITH APPLICABLE ANTI-TRUST LAW

                    In addition to the general principles of conduct stated in
this Code, Firm Employees must also comply with applicable state and federal
anti-trust (or competition) laws, including without limitation the Sherman
Anti-Trust Act of 1890, the Clayton Act and the Federal Trade Commission Act
(collectively, "Anti-Trust Law").  Anti-Trust Law has three general objectives:
(1) prohibiting agreements or practices that restrict free trade and
competition between business entities, (2) banning abusive behavior by a firm
dominating a market, or anticompetitive practices that tend to lead to such a
dominant position, and (3) supervising the mergers and acquisitions of large
corporations, including some joint ventures, that are considered to threaten
the competitive process.

                                                                      18 | Page



                    Each Employee has an obligation to comply with applicable
Anti-Trust Law. Violations can carry serious consequences for both you and the
Firm.  Each Employee's full compliance with these requirements and commitment
to seek qualified guidance, when appropriate, will protect Fortress's
reputation in the business community. If you have questions regarding the
applicability of Anti-Trust Law to a particular situation, you should seek
guidance from a member of the Legal and Compliance Department.

     D. ANTI-BOYCOTT POLICY

          Fortress's policy is to comply with all applicable requirements of
the Export Administration Act ("EAA") and the Tax Reform Act ("TRA") of 1976
(collectively, the "Anti-boycott laws"). Violations of these laws and
regulations will not be tolerated and may subject you to civil liability and
disciplinary action up to and including termination of employment.

     1. ANTI-BOYCOTT LAWS GENERALLY

                    The Anti-boycott laws were designed to deter U.S. firms
from participating in foreign boycotts that the U.S. does not sanction.
Specifically, the EAA prohibits covered persons from participating in
restrictive trade practices or boycotts imposed by foreign countries that are
not sanctioned by the United States and imposes certain reporting obligations
on covered persons that receive such requests. The TRA denies certain tax
benefits to U.S. taxpayers who, directly or through foreign affiliates,
participate in or cooperate with an unsanctioned international boycott.

                    The Arab League boycott of Israel is the principal foreign
economic boycott that the U.S. companies must be concerned with today. The
Anti-boycott laws, however, apply to all boycotts unsanctioned by the United
States.

     2. OBLIGATION TO REPORT BOYCOTT REQUESTS

                    The EAA requires the Firm and its Employees to report
quarterly any requests they have received to take any action to comply with,
further, or support an unsanctioned foreign boycott.

                    The TRA requires taxpayers to report all "operations" in,
with, or related to a boycotting country or its nationals, and also to report
requests received and actual agreements to participate in or cooperate with an
international boycott. The required report is part of the Firm's annual federal
income tax return. The Department of the Treasury publishes a quarterly list of
"boycotting countries."

     3. ILLUSTRATIVE BOYCOTT REQUESTS

                    All Fortress Employees involved in international activities
should be alert to any attempt by parties with whom we deal to include
prohibited boycott terms, conditions, or language in any of our contractual or
financial documents or arrangements. If boycott provisions are detected or
suspected, they should be promptly identified to the Legal and Compliance
Department by emailing "GROUP: COMPLIANCE DEPARTMENT". The U.S. Anti-boycott
laws apply to both existing and prospective investors and counterparties. As
such, inquiries from current or

19 | Page



prospective investors or counterparties as to whether the Firm (or a particular
Client thereof) invests or otherwise does business in certain jurisdictions
(E.G., Israel) may also give rise to reporting obligations under the
Anti-boycott laws.  To the extent an Employee receives an inquiry from an
existing or prospective investor or counterparty of that nature, such Employee
must immediately report the inquiry to the Legal and Compliance Department.

                    The following are some examples of boycott requests that
may give rise to a reporting obligation:

                         a.   supplying information on business relations with
                              Israel;

                         b.   certifying that someone does not do business with
                              Israel;

                         c.   certifying that no Israeli capital is involved in
                              the proposed activity;

                         d.   agreeing to comply with the laws of a boycotting
                              country;

                         e.   inquiries as to nationality or religion of
                              company employees, investors, stockholders, or
                              directors;

                         f.   agreeing not to do business with any company
                              because its ownership or management includes
                              persons of a particular nationality, race, or
                              religion; or

                         g.   agreeing not to hire persons of a particular
                              nationality, race, or religion.


                    This list is by no means exhaustive and illustrates the
many forms that prohibited boycott proposals and provisions may take. If in
doubt about a particular matter, seek the advice of the Legal and Compliance
Department by emailing "GROUP: COMPLIANCE DEPARTMENT".

     4. SEEK GUIDANCE

                    Each Employee has an obligation to comply with the
Anti-boycott laws and regulations.  Violations can carry serious consequences
for both you and the Firm.  Each Employee's full compliance with these
requirements and commitment to seek qualified guidance, when appropriate, will
foster our international sales efforts and safeguard Fortress's ability to
successfully and ethically pursue international business opportunities

     E. IMPLEMENTATION OF THE CODE

     1. RESPONSIBILITIES


                    While each of us is individually responsible for putting
the Code to work, we need not go it alone.  The Firm has a number of resources,
people and processes in place to answer your questions and guide you through
difficult decisions.

                                                                      20 | Page



Copies of this Code are available from the Compliance Department.

     2. SEEKING GUIDANCE

                    This Code cannot provide definitive answers to all your
questions. If you have questions regarding any of the policies discussed in
this Code, or if you are in doubt about the best course of action in a
particular situation, you should seek guidance from your supervisor or from a
member of the Legal and Compliance Department.

     3. REPORTING VIOLATIONS

                    If you know of or suspect a violation of applicable laws or
regulations, the Code, or any of the Firm's related policies, you must
immediately report that information to the General Counsel or the Chief
Compliance Officer. No Employee will be subject to retaliation as a result of a
good faith report of suspected misconduct.

                    In addition, the Firm has adopted a Whistleblower Policy
which is outlined in Chapter 16 of this Manual. In accordance with this policy,
Fortress expects its Employees to report any known or suspected misconduct with
respect to Firm accounting or auditing matters and/or violations of the
securities laws and should submit good faith reports of such information
without fear of dismissal or retaliation of any kind.

     4. INVESTIGATIONS OF SUSPECTED VIOLATIONS

                    All reported violations will be promptly investigated and
treated confidentially to the greatest extent possible. It is imperative that
reporting persons not conduct their own preliminary investigations.
Investigations of alleged violations may involve complex legal issues, and
acting on your own may compromise the integrity of an investigation and
adversely affect both you and the Firm.

     5. DISCIPLINE FOR VIOLATIONS

                    The Firm intends to use significant effort to prevent
conduct that does not conform to this Code and to halt any such conduct that
may occur as soon as reasonably possible after its discovery.  Please also note
that you cannot do indirectly that which you cannot do directly; in other
words, any Employee who induces another person to act in a manner that would
violate this Code if done themselves will be imputed with that conduct as if
they had taken such act themselves and thereby be deemed to have violated the
Code themselves. Employees who violate this Code or other Firm policies and
procedures may be subject to disciplinary actions, up to and including
discharge. In addition, disciplinary measures, up to and including discharge,
may be taken against anyone who directs or approves infractions or has
knowledge of them and does not promptly report and/or correct them in
accordance with Firm policy.

     6. WAIVERS OF THE CODE

                    The Firm will waive application of the policies set forth
in this Code, in its discretion, where the circumstances warrant granting a
waiver.  Such waivers may only be granted by either the General Counsel or
Chief Compliance Officer.

21 | Page



     7. NO RIGHTS CREATED

                    This Code is a statement of the fundamental principles and
key policies and procedures that govern the conduct of Employees. It is not
intended to and does not create any rights in any Employee, person with whom
the Firm has a business relationship (including a Firm Client or counterparty),
competitor, investor or any other person or entity.

     8. INDIVIDUAL RESPONSIBILITY

                    Ultimate responsibility to assure that we as a Firm comply
with the many laws, regulations and ethical standards affecting our business
rests with each of us. You must become familiar with and conduct yourself
strictly in compliance with those laws, regulations and standards and the
Firm's policies and guidelines pertaining to them.

                                                                      22 | Page



            CHAPTER 3: CODE OF BUSINESS CONDUCT AND ETHICS -- POLICY
                            AGAINST INSIDER TRADING

          Please note that this Policy Against Insider Trading is a part of the
Firm's Code of Business Conduct and Ethics, which spans Chapters 2 through 6 of
this Manual.

     A. EXPLANATION AND BACKGROUND ON INSIDER TRADING

          Federal and state securities laws prohibit both the Firm and our
Employees from trading securities -- including equity and debt securities,
structured products and derivative instruments --for ourselves or for others
(including Clients) based on material non-public information, also known as
"inside information." These laws also prohibit the dissemination of inside
information to others who may use that knowledge to trade securities (also
known as "tipping").  Thus, failing to honor confidentiality obligations or
misusing confidential information, among other things, can give rise to
liability under applicable law. These prohibitions apply to all Employees and
extend to activities within and outside of your duties at the Firm. If you
learn of information that you believe may be considered material non-public
information, you should immediately contact a member of the Legal and
Compliance Department.

          These procedures are intended to prevent the use of material
non-public information by Firm personnel and to detect and prevent any
violations of the prohibition on insider trading.

          Trading securities while in possession of material non-public
information, or improperly communicating that information to others, may result
in consequences, including criminal penalties, for the individual who commits
the violation, for that individual's employer or other "control persons," and
for people who "tip" or otherwise assist that individual.  Moreover,
regulators, including the U.S. Securities and Exchange Commission can recover
the profits gained or losses avoided, impose a penalty of up to three times the
illicit windfall, and issue an order permanently barring you from the
securities industry as a result of such improper trading. Finally, you may be
sued by investors seeking to recover damages for insider trading violations.

          The requirements contained in these procedures apply to securities
trading and information handling by all Employees. It is also worth noting that
insider trading issues can arise in connection with the purchase or sale of
privately traded stocks or bonds (in addition to publicly traded securities,
which is what one tends to generally think of when contemplating insider
trading issues).

          It is also worth mentioning that the Firm regularly transacts in bank
debt instruments. Though such instruments are not considered "securities" under
U.S. Securities law and, therefore, not subject to the insider trading laws and
regulations discussed throughout this Chapter, transacting in bank debt
instruments while in possession of material non-public information can still
give rise to general fraud liability for both the Employee at issue and the
Firm. As such, it is incumbent on any Employee who is in possession of material
non-public information to consult with a member of the Legal and Compliance
Department before transacting in a bank debt instrument.

23 | Page



          The laws that address insider trading are not always clear and are
continuously developing. An individual legitimately may be uncertain about the
application of the rules in a particular circumstance.  Asking a single
question can often prevent disciplinary action or complex legal problems.  For
these reasons, you should notify the General Counsel or Chief Compliance
Officer immediately if you have any reason to believe that a violation of these
procedures has occurred or is about to occur, or if you have any questions
regarding the applicability of these procedures.

     1. POLICY ON INSIDER TRADING

                    No person to whom these procedures apply may trade, either
personally or on behalf of others (such as Clients), while in possession of
material non-public information, nor may any Employee communicate material
non-public information to others in violation of the law.

WHAT IS MATERIAL INFORMATION?

                    It is not possible to define all categories of material
non-public information. However, information should be regarded as material if
there is a reasonable likelihood that it would be considered important to an
investor in making an investment decision regarding a securities transaction.

                    While it may be difficult under this standard to determine
whether particular information is material, there are various categories of
information that are particularly sensitive and, as a general rule, should
always be handled with due care. Examples of such information may include:

                    o    Financial results

                    o    Unannounced future earnings or losses

                    o    Execution or termination of significant contracts with
                         distributors, collaborators and other business partners

                    o    News of a pending or proposed merger or other
                         acquisition

                    o    News of the disposition, construction or acquisition of
                         significant assets

                    o    Impending bankruptcy or financial liquidity problems

                    o    Patent or other intellectual property milestones

                    o    Scientific achievements or other developments from
                         research efforts

                    o    Significant developments involving corporate
                         relationships

                    o    Changes in dividend policy

                    o    New product announcements of a significant nature

                    o    Significant product defects or modifications

                    o    Share splits

                    o    New equity or debt offerings

                    o    Positive or negative developments in outstanding
                         litigation

                    o    Significant litigation exposure due to actual or
                         threatened litigation

                                                                      24 | Page



                    o    Major changes in senior management.

                    Both positive and negative information may be considered
material.  It is also important to remember that materiality will be judged
with the benefit of hindsight; therefore, questions about whether a particular
piece of information is material should be resolved conservatively by deeming
such information to be material.

WHAT IS NON-PUBLIC INFORMATION?

                    Non-public information is information that has not been
previously disclosed to the general public and is otherwise not available to
the general public. In order for information to be considered public, it must
be widely disseminated in a manner making it generally available to investors,
such as by a press release or a filing with the SEC. The circulation of rumors,
even if accurate and reported in the media, may not constitute effective public
dissemination.  Even after nonpublic information has been effectively
disclosed, a reasonable period of time must elapse in order for the market to
react to the information.

IDENTIFYING NON-PUBLIC INFORMATION

                    Before executing any trade for yourself or others,
including any Client, you must determine whether you have access to material
non-public information. If you think that you might have access to material
non-public information, you should take the following steps:

               o    Report the information and proposed trade immediately to
                    the Chief Compliance Officer, the General Counsel or another
                    member of the Legal and Compliance Department.

               o    Do not purchase or sell the securities on behalf of
                    yourself or others, including Clients.

               o    Do not communicate the information inside or outside the
                    Firm, other than to the Chief Compliance Officer, the
                    General Counsel or another member of the Legal and
                    Compliance Department.

               o    After the Chief Compliance Officer or the General Counsel
                    has reviewed the issue, he will determine whether the
                    information is material and non-public and, if so, what
                    action should be taken.

                    You should consult with the Chief Compliance Officer or the
General Counsel before taking any action or engaging in any transaction
potentially involving non-public information relating to a company with traded
securities.  This degree of caution will protect you, our Clients and the Firm.


     2. CONTACT WITH COMPANIES WITH TRADED SECURITIES

                    Contacts with companies with traded securities represents
an important part of our research effort. The Firm may make investment
decisions on the basis of conclusions formed through such contacts and analysis
of publicly available information. Difficult legal issues can

25 | Page



arise when interacting with a Company with traded securities, so it is
important that you consult with a member of the Legal and Compliance Department
whenever you have a doubt whether or not it is appropriate to transact based on
information gleaned from such interactions.

     3. CONTACT WITH GOVERNMENT OFFICIALS

                    Similarly, periodic contact with various government
employees or officials may also serve an important role in the Firm's research
efforts.  The Firm may make investment decisions on the basis of conclusions
formed through such contacts and analysis of publicly available information.
However, "political intelligence" -- I.E., information regarding public policy
developments obtained directly or indirectly from government employees or
officials (U.S. or foreign) that could potentially impact the value of a
security -- which has not yet been disclosed to the general public, may
constitute material non-public information.  As such, Employees should be
mindful of these risks and should consult with a member of the Legal and
Compliance Department prior to trading a security or any financial instrument
on the basis of any political intelligence that they believe may constitute
material non-public information.

     4. EXPERT CONSULTANT NETWORKS AND OTHER THIRD-PARTY RESEARCH PROVIDER

                    In an effort to ensure that expert consultant networks and
other third party research providers that predominantly offer one-on-one
consultations (each a "Research Provider") and their respective employees and
members of their expert consultant networks (each a "Consultant") adhere to
applicable securities laws, no Fortress employee may (a) initiate a new
relationship with a Research Provider, or (b) engage in meetings and/or
teleconferences with a Consultant from an expert consultant network without
prior approval from a member of the Legal and Compliance Department.(2) Please
note that the business need for a new Research Provider relationship must be
clearly explained to, and approved by, the Chief Operating Officer (or their
authorized designee) (each a "Manager") of a given department/business. Once a
new Research Provider relationship receives business approval from an
appropriate Manager, the prospective Research Provider must be vetted, as
deemed necessary and appropriate, and approved by the Legal and Compliance
Department.

     5. TENDER OFFERS

                    Tender offers in particular present greater insider trading
risk for two reasons. First, tender offer activity often produces extraordinary
gyrations in the price of the target company's securities.  Trading during this
time period is therefore more likely to attract regulatory attention, which, in
turn, produces a disproportionate percentage of insider trading cases. Second,
the SEC has adopted a rule that expressly forbids trading and "tipping" while
in possession of material non-public information regarding a tender offer
received from the tender offeror, the target company or anyone acting on behalf
of either. Firm personnel should exercise particular caution any time they
become aware of non-public information relating to a tender


----------
(2) This paragraph does not apply to research received from sell-side brokerage
firms.


                                                                      26 | Page



offer and should contact a member of the Legal and Compliance Department
immediately if you believe you have received such information.

     6. FORTRESS MANAGED COLLATERALIZED DEBT AND LOAN VEHICLES

                    The Firm currently serves as the manager of various
collateralized debt and collateralized loan vehicles (also known as "CDOs" or
"CLOs").    No Firm Employee may transact (personally or on behalf of a Client)
in the securities of any collateralized debt and/or loan vehicle managed by the
Firm without obtaining express approval from a member of the Firm's Legal and
Compliance Department.

     7. ENTERING INTO CONFIDENTIALITY AGREEMENTS ON BEHALF OF THE FIRM

                    Prior to entering into any confidentiality agreement on
behalf of the Firm, you must obtain authorization from a member of the Legal
and Compliance Department who is responsible for the negotiation of such
agreements by sending an email to "GROUP: NDA".

                    Prior to authorizing the execution of a confidentiality
agreement with respect to a company with traded securities, a member of the
Legal and Compliance Department will conduct a conflicts check with the Firm
and its Clients. (A "conflict" will generally be found where the Firm has
existing Client positions or contemplated Client transactions with respect to
the securities of the issuer(s) to which the confidentiality agreement
relates.) If there are no apparent conflicts, or once any conflicts have been
resolved, the Legal and Compliance Department may (subject to the resolution of
any other outstanding issues) authorize the execution of the confidentiality
agreement. Unless the General Counsel or Chief Compliance Officer (or their
respective authorized designeeS) determine otherwise, any time the Firm
executes a confidentiality agreement with respect to an issuer with traded
securities, the issuer(s) to which the confidentiality agreement relates will
be placed on the Firm's Restricted Trading List.

     8. THE RESTRICTED TRADING LIST

                    The Restricted Trading List is a list of all issuers with
respect to which the Firm has decided it is either legally necessary or
otherwise prudent to prohibit trading activity by the Firm or its Employees
relating to that issuer.(3) Other than as described below, Employees are
prohibited from trading for their own account or for any Client in the
securities of any issuer on the Restricted Trading List.


----------
(3) Please note that, as described in further detail in Chapter 4, the Firm
actually maintains two restricted trading lists: one for Logan Circle, and
another that covers the rest of Fortress's business units.  The policies and
procedures described in this Manual relate specifically to the Restricted
Trading List utilized for all of Fortress's businesses other than Logan Circle.
Logan Circle has implemented separate policies and procedures with respect to
the operation of its Restricted Trading List, which are not described here.
Employees who are dedicated to the Logan Circle business will receive separate
training with respect to the operation and maintenance of Logan Circle's
restricted trading list, to the extent applicable to such Employee's job
function.

27 | Page



     9. INCLUSION ON THE RESTRICTED TRADING LIST

                    Whenever the Firm obtains any material non-public
information or signs a confidentiality agreement relating to an issuer with
traded securities and receives or potentially receives material non-public
information, the relevant issuer(s) will be placed on the Restricted Trading
List.  Company names are sometimes added to the Restricted Trading List out of
an abundance of caution, even at a point when the Firm may not be in possession
of material non-public information; notwithstanding the foregoing, trading in
the securities of or derivatives related to an issuer that is on the Restricted
Trading List is not permitted without consulting the Legal and Compliance
Department by emailing "GROUP: COMPLIANCE DEPARTMENT" and obtaining their
approval to remove the issuer from the Restricted Trading List (or to otherwise
permit limited trading as described in the paragraph immediately below).

                    The Legal and Compliance Department may from time to time
add an issuer to the Restricted Trading List for various reasons having nothing
to with material non-public or confidential information (E.G., when a Fund is
close to owning 10% or more of an issuer's equity securities and the Firm
desires to remain below the 10% threshold). In such cases, the Chief Compliance
Officer (or his designee) may authorize certain traders to continue trading in
the particular issuer notwithstanding the fact that the particular issuer
appears on the Restricted Trading List. Such authorization must be obtained
prior to conducting any trades in such issuer.

                    Any determination to add or remove a company from the
Restricted Trading List will be made by the Legal and Compliance Department.

     10. DISTRIBUTION OF THE RESTRICTED TRADING LIST

                    The Firm has developed an application known as "SHORES",
which must be used by portfolio managers and traders to determine whether a
particular company is on the Restricted Trading List.  If you do not have
access to "SHORES" and you believe that your investment activities on behalf of
the Firm require you to have access to "SHORES" to monitor the Restricted
Trading List, please immediately contact a member of the Legal and Compliance
Department by emailing "GROUP: COMPLIANCE DEPARTMENT".  As new Employees whose
job function requires that they monitor the list are hired, they will receive
access to "SHORES". Furthermore, Additions and Deletions to the Restricted
Trading List are distributed to all "SHORES" users via an automated email.
Additional information regarding SHORES is set forth in Chapter 9 of this
manual.

     11. ONGOING TRAINING

                    On an as needed basis, the Legal and Compliance Department
will conduct training sessions, either individually or as part of a group, with
all personnel who participate in effecting trades in publicly traded
securities. Attendance by relevant personnel at such training sessions is
mandatory.

                                                                      28 | Page



     12. AUDITING FOR COMPLIANCE

                    The Compliance Department reviews any trades in the
securities of issuers who are on the Restricted Trading List. If trades in
violation of this policy are discovered, the Legal and Compliance Department
will interview the Employee who entered such trades to determine the facts and
circumstances surrounding the transaction in order to conclude whether there
was a violation of Firm policy. If necessary, the Chief Compliance Officer will
determine next steps.

29 | Page



     CHAPTER 4: CODE OF BUSINESS CONDUCT AND ETHICS -- INFORMATION BARRIERS
               BETWEEN LOGAN CIRCLE AND FORTRESS AND BETWEEN GAMA
                                  AND FORTRESS

          Please note that this Policy regarding the Fortress Information
Barriers is part of the Firm's Code of Business Conduct and Ethics, which spans
Chapter 2 through 6 of this Manual. For ease of reference, certain terms have
been defined below; such terms should be relied on solely for the purposes of
Chapter 4 of this Manual.

     A. INTRODUCTION

          Information barriers have been used in the financial industry
principally to deal with insider trading issues arising out of the possession
of material non-public information by certain persons within an organization
while others also wanted to be able to trade in the securities of the issuer to
which the information relates.

          These policies and procedures serve as the written procedures
established by the Firm in connection with the implementation of information
barriers or "walls" (the "Information Barriers") which the Firm has deemed
necessary to ensure that the Firm, its employees and its agents comply with
applicable law concerning the misuse of material non-public information and/or
prohibitions on coordinated investment activity between Fortress and certain of
its affiliated entities or entities for which Fortress may provide back office
operational services. For the purposes of this Chapter the following terms will
be used:  "Logan Circle" shall refer to Logan Circle Partners L.P. and "GAMA"
shall refer to Graticule Asia Macro Advisors LLC. Material non-public
information and any information about specific single name issuers (including
trade ideas and internal and external research), secondary/follow-on offerings,
current or prospective portfolio investments, fund performance, and investor
information are referred to as "SECURE INFORMATION"  in this Chapter only and
may not be disseminated across an Information Barrier, as further described
below, unless approved by senior members of the Fortress Legal and Compliance
Department (an "Approving Officer").

          The integrity of the Information Barriers is important because it
helps protect the Firm and its employees from potential insider trading claims
as well as violations of other applicable laws, either of which can result in
severe civil or criminal penalties against you personally and/or the Firm. As
of the date of this Manual, the Firm has implemented two Information Barriers,
the Logan Circle Information Barrier and the GAMA Information Barrier.

     B. INFORMATION BARRIERS IN GENERAL

          This Chapter sets forth policies and procedures established by the
Firm designed to:

                                                  (1) establish the Logan Circle
Information Barrier between Logan Circle and Fortress for the purpose of
shielding Logan Circle and Fortress personnel from material non-public
information on the opposite side of the Logan Circle Information Barrier and to
prevent any coordinated investment activities, I.E., so called "Joint
Transactions" as described below, among Logan Circle investment professionals
and Fortress

                                                                      30 | Page



investment professionals on behalf of their respective Clients (the "LOGAN
CIRCLE INFORMATION BARRIER").

                                                   (2) Establish the GAMA
Information Barrier between GAMA and Fortress to shield GAMA and Fortress
personnel from material non-public information on the opposite side of the GAMA
Information Barrier and to prevent any coordinated investment activities. The
GAMA Information Barrier was implemented to ensure that such Fortress
investment professionals would be able to conduct these High Level Issues (as
defined below) conversations while maintaining compliance with all applicable
laws and to ensure that Fortress and GAMA make investment decisions regarding
trading securities and other investments separately and without coordination or
cooperation (the "GAMA INFORMATION BARRIER").

     C. INFORMATION BARRIERS TO PREVENT MISUSE OF SECURE INFORMATION

          By establishing the Logan Circle and the GAMA Information Barriers,
Fortress will be able to trade in the securities of an issuer (or derivatives
relating to such issuer) at a time when individuals on either Logan Circle's or
GAMA's side of the relevant Information Barrier are in possession of material
non-public information about such issuer.  Without these procedures, trading in
the securities of that issuer (or derivatives relating to such issuer) under
such circumstances could raise insider trading issues and have serious
consequences for you and the Firm. As a result of the Logan Circle and GAMA
Information Barriers, Fortress, Logan Circle and GAMA will maintain separate
restricted trading lists applicable to each entity and the investment activity
on behalf of its clients.

     D. INFORMATION BARRIERS TO PREVENT JOINT TRANSACTIONS

          Additionally, the Firm maintains the Logan Circle Information Barrier
in order to prevent Fortress and Logan Circle from engaging (with each other,
on behalf of their respective Clients) in something often referred to as "Joint
Transactions", as described in Rule 17d-1 under the 40 Act. Logan Circle acts
as an adviser to funds that are registered under the 40 Act and the 40 Act
prohibits Logan Circle from causing its Clients that are registered under the
40 Act to engage in "joint transactions" with other Fortress Clients. The term
"joint transactions" is defined broadly in the 40 Act but can generally be
thought of as any plan, arrangement or understanding between a Logan Circle
Client and any Fortress Client, including the coordination of investment
activity of Logan Circle and Fortress Clients. Coordination can take various
forms but can be thought of as ANY joint arrangement or plan concerning
investment activity, including, but not limited to, decisions to buy or sell
the same investment, to vote a proxy in the same manner or to invest in
different parts of the same capital structure of a distressed company in an
effort to achieve a mutually desirable outcome.  Establishment of the
Information Barrier is intended to, among other things, eliminate investment
related, issuer specific communications that could lead to an impermissible
joint transaction, and also to prevent even the appearance of such
communications.

31 | Page



     E. INFORMATION BARRIER PROCEDURES

      1. FUNDAMENTAL CONCEPTS


                    With an information barrier in place, you can think of the
entire Firm (including offices of foreign affiliates) as being divided by a
wall (I.E., an Information Barrier), with Logan Circle or GAMA on one side of
the wall and the rest of the Firm on the other. The sharing of Secure
Information across the Information Barrier by Fortress personnel, agents and
representatives is strictly prohibited, except as provided in this Policy.

                    The three elements that the Firm considers fundamental to
an effective information barrier are: (1) physical barriers; (2) electronic
barriers; and (3) employees diligently following the basic rule that they
cannot share Secure Information with personnel on the other side of the
Information Barrier.

     2. SECURITY OF INFORMATION

                    It is the obligation of all Firm personnel, regardless of
the side of the Logan Circle or GAMA Information Barrier on which you are, to
protect all Secure Information on your side of the Information Barrier from
being shared with personnel on the other side of the Information Barrier.
Documents that may contain Secure Information, including portfolio summaries,
reports, presentations, memoranda, personal notes, etc., should not be left in
conference rooms or other publicly accessible places that may lead to
dissemination across the Information Barrier, and should be stored in a secure
place, out of sight of other employees, when not in use. Similarly, discussions
relating to Secure Information should be conducted with care and discretion and
not in public locations such as elevators, bathrooms or any location where it
is not clear whether personnel from across the Information Barrier (or the
public generally) may be present.

     F. THE "NEED TO KNOW" POLICY

          Fortress maintains a "need to know" policy concerning Secure
Information.  In other words, all Secure Information should only be shared with
other personnel to the extent they have a legitimate business need to know the
information. Employees on one side of an Information Barrier must assume that
an employee on the other side of an Information Barrier does not have a "need
to know" about any Secure Information.  Exceptions to this may be granted by
the General Counsel or Chief Compliance Officer in accordance with these
procedures. Even among employees who are on the same side of the Information
Barrier, the "need to know" policy is in effect and employees should still only
share Secure Information with employees on the same side of the Information
Barrier on a need to know basis.

     G. LOGAN CIRCLE INFORMATION BARRIER

                    With limited exception, Logan Circle and Fortress personnel
are physically separated in different offices (with Logan Circle personnel in
New Jersey and Pennsylvania and Fortress personnel in New York and elsewhere
around the globe).

                                                                      32 | Page



                    Unless approved by the Firm's senior members of the Legal
and Compliance Department, Logan Circle personnel will not have card key access
to Fortress's offices and Fortress personnel will similarly not have card key
access to Logan Circle's offices. Fortress personnel are not permitted to enter
Logan Circle office space and Logan Circle personnel are not permitted to enter
Fortress office space without prior permission. Logan Circle and Fortress Legal
and Compliance personnel are not subject to this approval process, provided
they have obtained initial approval to obtain a card key from a senior member
of the Legal and Compliance Department.

          1. LOGAN CIRCLE INFORMATION BARRIER: ELECTRONIC BARRIER

                    Logan Circle personnel shall not have access to Fortress
Secure Information and neither shall Fortress personnel have access to Logan
Circle Secure Information.  The Firm's Information Technology Department, in
consultation with the Legal and Compliance Department, shall be responsible for
ensuring that there are electronic safeguards preventing personnel from
accessing Secure Information across the Information Barrier.

          2. LOGAN CIRCLE INFORMATION BARRIER: CERTAIN EMPLOYEES ARE
             PERPETUALLY "ABOVE THE WALL"

             Certain employees within the Firm (i) whose responsibilities are
limited to non-investment related supervision or support of both the Logan
Circle and Fortress businesses and (ii) who are not involved in making
investment-related decisions for Client portfolios are considered perpetually
"Above the Wall." The phrase "Above the Wall" means such persons are permitted
access to both sides of the Information Barrier as needed to carry out their
corporate responsibilities. Such personnel include the Firm's Chief Executive
Officer, Chief Financial Officer, General Counsel, Chief Compliance Officer,
Chief Information Officer, the head of the Firm's Capital Formation Group, and
the staff of any of the foregoing. All personnel who are Above the Wall, along
with all other Firm personnel, are charged with responsibility for ensuring that
they do not improperly transmit Secure Information across the Information
Barrier.

          3. LOGAN CIRCLE INFORMATION BARRIER: PROCEDURE FOR BRINGING AN
             EMPLOYEE "OVER THE WALL" IN A LIMITED CONTEXT

On an ad hoc basis, it is possible to permit discussions involving Secure
Information between an employee on one side of the Logan Circle Information
Barrier with an employee on the other side of the Logan Circle Information
Barrier (bring an employee "Over the Wall") if pre-approval is obtained from the
Firm's General Counsel or Chief Compliance Officer (or their respective
authorized designee). A member of the Firm's Legal and Compliance Department
shall maintain documentation indicating when an employee is brought Over the
Wall, the length of time for which the wall crossing was granted, the name of
the issuer(s) that were discussed, if applicable, and whether any trading
restrictions were imposed by the Legal and Compliance Department as a result of
such wall crossing.

          From time to time, the Chief Executive Officer of Logan Circle and
various Fortress investment personnel, in their capacities as members of the
Firm's management committee, discuss Firm matters unrelated to Secure
Information (e.g., during periodic management committee meetings, with respect
to Firm business strategy). Any such discussions by members of the Firm's
management committee, to the extent they relate solely to Firm management

33 | Page



matters and not to any Secure Information, shall not be subject to the
procedures for bringing an employee "Over the Wall" as described above.

     4. RESTRICTED TRADING LISTS

          Each side of the Logan Circle Information Barrier will have its own
restricted trading list. The procedures relating to the maintenance of
Restricted Trading Lists within the Firm are contained in Chapter 3 of this
Manual. Nothing about the implementation of the Logan Circle Information
Barrier limits the obligation of Firm employees to comply with applicable
policies and procedures relating to restricted trading lists that restrict
trading on their side of the Information Barrier.

     5. COMMUNICATING OUTSIDE FORTRESS

          Logan Circle should not be held out to investors or the public as
engaging in joint transactions or investment activities with other Fortress
businesses.  Describing Logan Circle investments as "Fortress investments" or
"our" positions, or describing "our" investment processes or approach, or
holding the Firm out in any other way that would convey the misimpression that
Logan Circle and Fortress act jointly with respect to investments should be
avoided.

     H. GAMA INFORMATION BARRIER: ELECTRONIC BARRIERS

          Fortress personnel shall not have access to GAMA electronic data, and
GAMA personnel shall not have access to Fortress electronic data. The only
exception to this rule is that certain administrative and operational personnel
(including operations, middle office, treasury, accounting, and information
technology personnel) who provide services that support both Fortress and GAMA
("GAMA SUPPORT PERSONNEL") and the Legal and Compliance Department. GAMA
Support Personnel are physically located in segregated space on the 45(th)
floor of Fortress's New York office (the "DESIGNATED FLOOR").  Key card access
to the Designated Floor is limited to the personnel occupying it. GAMA Support
Personnel shall have access to both the Fortress and GAMA systems to the extent
necessary to conduct their administrative and operational support functions.
Fortress's Information Technology Department, in consultation with the Legal
and Compliance Department, shall be responsible for ensuring that there are
electronic safeguards preventing personnel other than Support Personnel from
accessing data across the Information Barrier.

     1. GAMA INFORMATION BARRIER: CERTAIN EMPLOYEES ARE PERPETUALLY ABOVE THE
        WALL OR "BELOW THE WALL" a. NON-INVESTMENT PERSONNEL ABOVE THE WALL

                              (i) Certain Personnel are considered perpetually
Above the Wall. Such personnel include the Firm's Chief Executive Officer,
Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief
Information Officer, along with the Fortress Liquid Markets' Chief Operations
Officer, General Counsel, Chief Compliance Officer, and the staff of any of the
foregoing. In addition, certain members

                                                                      34 | Page



of the Fortress Liquid Markets' Risk Team and Capital Formation Group are
considered perpetually Above the Wall as they are needed in the oversight of
certain clients that are sub-advised by GAMA. All personnel who are above the
wall, along with all other Firm personnel, are charged with responsibility for
ensuring that they do not improperly transmit Secure Information across the
Information Barrier.

                    b. GAMA INFORMATION BARRIER: OTHER FORTRESS PERSONNEL ABOVE
THE WALL TO MONITOR FORTRESS'S EQUITY INTEREST IN GAMA

          Certain employees of Fortress, as designated from time to time by
senior members of the Legal and Compliance Department, may be given access to
limited information on the GAMA side of the wall for the limited purpose of
monitoring and overseeing Fortress's minority equity interest in GAMA. Such
employees will not have any access to GAMA's Secure Information.

     2. GAMA INFORMATION BARRIER: BELOW THE WALL PERSONNEL

          GAMA Support Personnel will be seated on the Designated Floor and
will be "Below the wall" to the extent necessary and appropriate to support
both Fortress and GAMA.  GAMA Support Personnel do not have any influence over
investment decisions made by any advisory business.

     3. GAMA INFORMATION BARRIER: PROCEDURES FOR ALL PERSONNEL

          All Fortress employees, regardless of whether they are GAMA Support
Personnel. Above the Wall or Below the Wall, are charged with responsibility
for ensuring that they do not transmit Secure Information across the GAMA
Information Barrier unless approved by a senior member of the Legal and
Compliance Department.

     4. GAMA INFORMATION BARRIER: ADDITIONAL PROCEDURES FOR GAMA SUPPORT
        PERSONNEL

          GAMA Support Personnel will be seated on the Designated Floor. No
other personnel will be seated on the Designated Floor. GAMA Support Personnel
may not bring GAMA Secure Information to floors or to common areas other than
the Designated Floor and must ensure that all GAMA Secure Information stays on
the Designated Floor.  Similarly, GAMA Secure Information may only be printed
or copied on the Designated Floor. GAMA Support Personnel will be notified
should any  personnel be permitted to access the Designated Floor.  GAMA
Support Personnel should not permit any non-approved personnel access the
Designated Floor without the prior approval of a senior member of the Legal and
Compliance Department. Investment professionals are strictly prohibited from
accessing the Designated Floor. GAMA Support Personnel will generally not be
permitted to make personal trades in securities that, at the time of such
proposed purchase or sale, are held by any Client supported by such GAMA
Support Personnel.  Certain exceptions (e.g. transactions in exchange traded
funds) may be granted with the approval of the Legal and Compliance
Department.

35 | Page



     5. GAMA INFORMATION BARRIER: ADDITIONAL PROCEDURES FOR PERSONNEL OVER THE
        WALL FOR LIMITED PURPOSES-DISCUSSIONS OF MARKET CONDITIONS OR INDUSTRY
        TRENDS

          Certain Fortress investment professionals are permitted to maintain
an open discourse on high level issues, such as the market environment,
industry trends, and other macro-economic issues and which would not include
specific single name securities issuers, current or prospective portfolio
investments, fund performance, and investor information ("High Level Issues").
Above the Wall personnel may discuss High Level Issues with individuals
specifically approved by the General Counsel or the Chief Compliance Officer on
the GAMA side of the wall. The Fortress Liquid Markets Chief Compliance Officer
will maintain a list of all approved Fortress and GAMA personnel. The Firm will
employ heightened surveillance of communications of approved personnel, which
may involve review of electronic communications by the Fortress Liquid Markets
Chief Compliance Officer (or his designee). Furthermore, in certain instances,
communications between certain Fortress and GAMA personnel will require the
participation of the Fortress Liquid Markets Chief Compliance Officer (or his
designee).

     6. GAMA INFORMATION BARRIER: INDUSTRY EVENTS

          Attendance at industry events at which both Fortress and GAMA
personnel are present and general market views are discussed is permitted
provided that no Secure Information is discussed by Fortress and GAMA
personnel.

     7. GAMA INFORMATION BARRIER: RESTRICTED TRADING LISTS

          Each of Fortress and GAMA will have its own restricted trading list.
Nothing about the implementation of the GAMA Information Barrier limits the
obligation of Fortress employees to comply with applicable policies and
procedures relating to restricted trading lists that restrict trading on their
side of the Information Barrier.

     8. GAMA INFORMATION BARRIER: COMMUNICATING OUTSIDE FORTRESS

          Fortress should not be held out to investors or the public as
engaging in a joint business or a business venture with GAMA. Holding the Firm
out in such manner could convey a mistaken impression that GAMA and Fortress
act jointly with respect to investments and therefore such behavior should be
avoided.

     9. GAMA INFORMATION BARRIER: EXCEPTIONS TO THE POLICIES

          Exceptions to the foregoing policies may be approved on a case by
case basis by a senior member of the Legal and Compliance Department.

                                                                      36 | Page



           CHAPTER 5: CODE OF BUSINESS CONDUCT AND ETHICS -- PERSONAL
                                 TRADING POLICY

          Please note that this Personal Trading Policy is a component of the
Firm's overall Code of Business Conduct and Ethics, which spans Chapters 2
through 6 of this Manual.

     A. INTRODUCTION

          The Firm has adopted the following Personal Trading Policy ("Personal
Trading Policy"), which addresses personal trading by all Firm Employees and
long-term consultants (I.E., consultants that are engaged by the Firm for more
than six consecutive months). In addition to setting forth personal trading
guidelines, this Personal Trading Policy requires all of the Firm's Employees:
(1) to submit to the Compliance Department initial, quarterly, and annual
reports that disclose any personal Investments (defined below) transactions or
holdings, as the case may be and (2) to obtain approval before making any
personal Investments . The requirements and restrictions contained in this
Personal Trading Policy apply to any Investment of which the Employee is the
direct or indirect Beneficial Owner in any Personal Brokerage Account (as such
terms are defined below).

     B. DEFINITIONS APPLICABLE TO THIS PERSONAL TRADING POLICY

      1. INVESTMENT


                    The terms "Investment " or "Investments" shall include all
securities as defined in Section 2(a)(36) of the 40 Act and Section 202(a)(18)
of the Advisers Act(4) ("Security") and shall, for the avoidance of doubt,
include any investment in stock, bonds, options, ETFs, commodities, futures or
currencies, including virtual currencies, such as bitcoin or ripple and any
investments in non-Fortress private equity or hedge funds, physical
certificates and other private equity investments in partnerships or
corporations, except that it shall not include: (1) direct obligations of the
Government of the United States; (2) bankers' acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements; (3) shares issued by money market funds; (4)
shares issued by open-end funds (other than "Reportable Funds," which are
defined below), and (5) shares issued by unit investment trusts that are
invested exclusively in one or more open-end funds, none of which are
reportable funds.


----------
(4)The term "Security" includes any note, stock, treasury stock, security
future, bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust certificate,
preorganization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a certificate
of deposit) or on any group or index of securities (including any interest
therein or based on the value thereof, including exchange traded or closed-end
funds), or any put, call, straddle, option, or privilege entered into on a
national securities exchange relating to foreign currency, or, in general, any
interest or instrument commonly known as a "security", or any certificate of
interest or participation in, temporary or interim certificate for, receipt
for, guaranty of, or warrant or right to subscribe to or purchase any of the
foregoing.

37 | Page



                    "Reportable Funds" are generally funds advised by or
affiliated with the Firm, including mutual funds for which Logan Circle acts as
either adviser or sub-adviser:  (i) American Beacon High Yield Bond Fund; (ii)
Nationwide Multi-Sector Bond Fund; (iii) Transamerica Emerging Markets Debt
Fund; (iv) Fortress Long Short Credit Fund; (v) Russell Short Duration Bond
Fund; (vi) Russell Strategic Bond Fund); (vii) SEI Daily Income Trust Ultra
Short Duration Bond Fund; (viii) Russell Investment Grade Bond Fund; (ix) SEI
Institutional Investments Ultra Short Duration Bond Fund; (x) Wakefield Managed
Futures Strategy Fund; (xi) Logan Circle Partners-Core Plus Fund; (xii)
Transamerica Global Bond Fund; (xiii) SEI Institutional Investment Trust
Intermediate Duration Credit Fund; and (xiv) Russell Low Duration Bond Fund;
(xv).(5) Because Reportable Funds are considered Investments under our Code,
Employees must seek preapproval from the Legal and Compliance Department before
transacting (purchasing or selling) the shares of any mutual funds advised by
Logan Circle. Employees who obtain approval to transact in Reportable Funds are
required to report such transactions and (their corresponding, if any),
holdings, as described further in Section E below.

     2. BENEFICIAL OWNERSHIP

                    The concept of "Beneficial Ownership" shall have the same
meaning as that set forth in Rule 16a-l(a)(2) under the Securities Exchange Act
of 1934 ("Exchange Act") and shall refer to a direct or indirect pecuniary
interest in Investments, the benefits of which are enjoyed, directly or
indirectly, by an Employee by reason of any contract, arrangement,
understanding, relationship (such as, for example, that person's spouse,
children or other close familial relationship), agreement or any other direct
or indirect pecuniary interest, and by reason of which such Employee should be
regarded as the true owner, although such Investments may not be registered or
standing on the books of the issuer in the name of such Employee.  Thus, for
example: securities held for a person's benefit in the names of others, such as
nominees, trustees and other fiduciaries, securities held by any partnership of
which a person is the general partner or otherwise exercises control of the
partnership, or securities held by any corporation that is controlled by a
person (directly or through intermediaries) would be deemed to be Beneficially
Owned by said person. Similarly, a person ordinarily obtains benefits
equivalent to ownership from, and thus is generally regarded as the Beneficial
Owner of, Investments held in the name of a minor child, or a dependent
relative of the person or a spouse. Other illustrations of benefits
substantially equivalent to those of ownership include application of the
income derived from Investments to maintain a common home and application of
the income derived from Investments to meet expenses that the person otherwise
would meet from other sources. Such interests which confer Beneficial Ownership
of an Investment include having or sharing with another: (1) voting power,
including the power to vote, or to direct the voting of the Investment, and/or
(2) investment power, including the power to dispose, or to direct the
disposition, of such Investments. A person is also deemed to be the Beneficial
Owner of Investments which such person has the right to acquire Beneficial
Ownership of: (i) through the exercise of an option, warrant or right
(including options traded on options exchanges) exercisable within 60 days;
(ii) through the conversion of Investments that are immediately convertible or
will become

----------
(5) This list is not static, but rather, represents Logan Circle's mutual fund
Clients as of April 2015 and will be updated on a periodic basis. It is an
Employee's responsibility to ensure that they are not transacting in a
Reportable Fund without pre-approval.

                                                                      38 | Page



convertible within 60 days; or (iii) pursuant to either a power to revoke
within 60 days or automatic termination within 60 days of a trust,
discretionary account or similar arrangement. In addition, Beneficial Ownership
is conferred if voting or investment power is shared with one or more other
persons and, therefore, the same shares of stock may be deemed Beneficially
Owned by a number of persons. The SEC regards Investments held in trust for
others as Beneficially Owned by the trustee if he or she has or shares voting
or investment power with respect to such Investments.

     3. INVESTMENT PERSONNEL

                    "Investment Personnel" includes senior Employees who have
investment discretion over Client capital ("Portfolio Managers"), Employees who
provide investment advice or information to Portfolio Managers, Employees who
help execute and/or implement the Portfolio Manager's decisions, or any other
Employees who participate in making investment recommendations to any Client,
as well as persons in a control relationship to any Client who obtain
information about investment recommendations.

     4. PERSONAL BROKERAGE ACCOUNTS

                    "Personal Brokerage Accounts" includes all accounts in
which an Employee has a direct or indirect Beneficial Ownership (as defined
above) interest in, and includes those accounts  owned in whole or in part by
you, your spouse, any person who is financially dependent on you and any
brokerage account over which you exercise investment discretion. This
definition does not include accounts in which it is not possible to buy or sell
stock, bonds or ETFs nor does it include any account which is managed on a
discretionary basis by a person other than the relevant Employee (and other
than such Employee's spouse, domestic partner, or financial dependents) and
with respect to which such Employee does not in fact influence or control
Investment transactions or have the ability to influence or control such
transactions.(6)

     5. APPROVED BROKERS

                    Unless an exception is granted by the Legal and Compliance
Department, all Firm employees are required to maintain all of their Personal
Brokerage Accounts at brokerage firms approved by Fortress, ("Approved
Brokers"). Employees can request a copy of the approved brokers list by
emailing "GROUP: PERSONAL TRADING".

     6. PURCHASE OR SALE OF AN INVESTMENT

                    "Purchase or sale of an Investment" includes, in addition
to its literal meaning, the writing of an option to purchase or sell an
Investment.

----------
(6) An Employee that maintains one or more separately managed accounts that
meets the parameters described above must nonetheless complete a "Employee
Personal Trading Certification for Independently Managed Personal Brokerage
Accounts" form, identifying any such accounts.

39 | Page



     7. INVESTMENT CONSIDERED FOR PURCHASE OR SALE

                    An Investment is "being considered for purchase or sale"
when a recommendation to purchase or sell an Investment has been made and
communicated or, with respect to the person making the recommendation, when
such person seriously considers making such a recommendation.

     C. PROHIBITED PERSONAL TRANSACTIONS

          1.   No Employee shall purchase or sell, directly or indirectly, any
               Investment which to such Employee's actual knowledge at the time
               of such purchase or sale:

               a.   is being considered for purchase or sale by a Client,

               b.   is being purchased or sold by a Client, or

               c.   is, at the time of such proposed purchase or sale, held for
                    the account of one or more Clients.

          2.   No Employee may sell any Investment within the first thirty days
               following the purchase of such Investment (this rule shall not
               apply to an exercise and sale of employee stock options).

          3.   No Employee may engage in short sale transactions(7).

          4.   No Employee may place an order other than a market order or same
               day limit order. Good until cancelled orders are not permitted.

          5.   No Employee may purchase or sell any options or futures
               contracts at a time when the Employee could not, consistent with
               this Personal Trading Policy and the federal securities laws,
               also purchase or sell the underlying securities of the issuer to
               which the options or futures contracts relate.

          6.   No Employee may write options or futures contracts.

          7.   No Employee may enter into a transaction that will economically
               benefit from a reduction in price of the securities of Fortress
               or any portfolio companies owned by Fortress Clients.

          8.   No Employee may purchase Investments on margin.

          9.   No Employee shall engage in any transactions in the Securities
               of an issuer that appears on the Firm's Restricted Trading List.

          10.  No Employee shall participate in an Investment transaction on a
               joint basis with a Client in violation of applicable law.

----------
(7) Excluding currency transactions.

                                                                      40 | Page



          11.  No Employee shall engage in "insider trading" (see Chapter 3 of
               this Manual for further discussion of insider trading) whether
               for his or her own benefit or the benefit of others.

          12.  No Employee shall participate in an Investment transaction with
               respect to which such Employee intentionally spread false or
               misleading rumors with the intent to manipulate the price of such
               Investment transaction.

          13.  No Employee may transact in a larger share or contract quantity
               than the amount pre-cleared by the Legal and Compliance
               Department.

     D. EXCEPTIONS TO PROHIBITED TRANSACTIONS

          1.   The prohibitions of Section C(1) -- C(10) of this Personal
               Trading Policy shall not apply to:

               a.   Purchases which are part of an automatic dividend
                    reinvestment plan.

               b.   Purchases effected upon the exercise of rights issued by an
                    issuer to all holders of a class of its Securities pro rata,
                    to the extent such rights were acquired from such issuer.

          2.   The prohibitions of Section C(1) of this Personal Trading Policy
               shall not apply to:

               a.   Purchases or sales of Investments that are not eligible for
                    purchase or sale by any Client.

               b.   Purchases or sales that are non-volitional on the part of
                    either the Employee or all Clients who make the same
                    purchases or sales.

               c.   Purchases or sales of Investments that are, in the opinion
                    of the General Counsel or the Chief Compliance Officer or
                    their designee, not likely to have any economic impact on
                    any Client or such Clients ability to purchase or sell
                    Investments of the same class or other Investments issued by
                    the same issuer.

          3.   For employees who are not involved in portfolio management or
               trading on behalf of a specific Client within the relevant
               business, with respect to section C(1) only, any equity
               Investment, or series of related transactions in a given trading
               day involving less than one percent (1%) of the average daily
               volume in such Investment during the preceding 50 trading days,
               provided that such issuer has a market capitalization of at least
               US$1 billion (as reported on www.bigcharts.com). The Legal and
               Compliance Department may grant exceptions to this prohibition in
               the event it is determined that such an exception would be
               consistent with applicable law.


41 | Page



          4.   With respect to Section C(9), there may be instances when an
               issuer appears on the Firm's Restricted Trading List for reasons
               other than the Firm's potential or actual possession of material
               non-public information. In such instances, the Chief Compliance
               Officer (or his authorized designee) may, in his discretion and
               if otherwise permitted by law, grant approval for an employee to
               trade in Investments of or relating to that issuer.

     E. REPORTS BY EMPLOYEES

          1.   Every Employee shall report to the Compliance Department (by
               sending an email to "GROUP: PERSONAL TRADING CLEARANCE") the
               information described in subparagraph (2) below with respect to
               (i) holdings of all Investments, on an initial basis upon hire in
               which such Employee has direct or indirect Beneficial Ownership
               (the "Initial Holdings and Account Identification Report"), (ii)
               Investment transactions consummated during the first three
               quarters of any calendar year in which such Employee has, or by
               reason of such transaction acquires, any direct or indirect
               Beneficial Ownership interest (the "Quarterly Personal Trading
               Report") and (iii) both Investment Transactions consummated
               during the fourth quarter in which such Employee has, or by
               reason of such transaction acquires, any direct or indirect
               Beneficial Ownership interest and any Investment in which such
               Employee has a direct or indirect Beneficial Ownership interest
               as of December 31 of a given year (the "Q4 Personal
               Trading/Annual Holdings Report"); provided, however, that, upon
               completion of the "Employee Personal Trading Certification for
               Independently Managed Personal Brokerage Accounts", an Employee
               shall not be required to report any transactions effected in any
               account which is managed on a discretionary basis by a person
               other than such Employee (and other than such Employee's spouse,
               domestic partner, or financial dependents) and with respect to
               which such Employee does not in fact influence or control such
               transactions or have the ability to influence or control such
               transactions. The Initial Holdings and Account Identification
               Report, Quarterly Transaction Report, and Q4/Annual Holdings
               Report forms (or forms substantially similar to that which the
               Firm is currently utilizing) are included as Attachments C, D and
               E, respectively, to the Manual. The Legal and Compliance
               Department shall maintain such reports and such other records as
               required by the federal securities laws and this Personal Trading
               Policy.

          2.   Every report shall be in writing and shall be delivered not
               later than (i) in the case of the Initial Holdings and Account
               Identification Report, 10 days after the individual becomes an
               Employee (and with the information contained therein current as
               of a date no more than 30 days prior to the date upon which that
               person first became an Employee); (ii) in the case of the
               Quarterly Transactions Report, 30 days after the end of each
               calendar quarter; and (iii) in the case of the Q4 Personal
               Trading/Annual Holdings Report, no later than 30 days after the
               completion of each calendar year (and with the information
               contained therein current as of a date no more than 30 days prior
               to the date such report is submitted). Until such time as the
               Employee's brokerage firm(s) begins sending electronic data feeds
               (as described in further detail below) or account statements


                                                                      42 | Page



               to the Legal and Compliance Department, it is the Employee's
               responsibility to provide the Legal and Compliance Department
               with such account statements in a timely manner. The Legal and
               Compliance Department, however, still requires employees to
               complete a form related to the foregoing on a quarterly and
               annual basis.

          3.   In the event that an Employee has Investments that are not held
               at a brokerage firm (e.g., investments in non-Fortress private
               equity or hedge funds, physical certificates, other private
               investments in partnerships or companies, etc.) or investments in
               Reportable Funds (e.g., mutual funds advised or sub-advised by
               Fortress affiliates), it is the Employee's responsibility to
               report this information on the Initial Holdings and Account
               Identification Report, Quarterly Personal Trading Reports and Q4
               Personal Trading/Annual Holdings Reports.

          4.   Any such report may contain a statement that the report shall
               not be construed as an admission by the Employee making such
               report that such Employee has any direct or indirect Beneficial
               Ownership in the Investment to which the report relates.

          5.   These reports will be kept confidential, subject to the right of
               inspection by various boards of entities managed or Controlled by
               the Firm, by the SEC, or other regulatory or governmental
               agencies.

          6.   Employees who fail to complete the required reports in a timely
               fashion will be prohibited from engaging in any personal trading
               until such time as their reports are completed and submitted to
               the Legal and Compliance Department, and any such Employee may be
               subject to further disciplinary action, up to and including
               termination.

F. DUPLICATE ACCOUNT STATEMENTS

          In order to ensure that all information required in the reports
called for in paragraphs E(1)-(2) above is received by the Firm, Employee's
Personal Brokerage Account(s) are required to be linked by an electronic data
feed to the Firm's electronic personal trading system ("StarCompliance"). New
U.S. based employees will receive a StarCompliance activation email within 10
days of submitting their "Initial Holdings and Account Identification Report."
Directions for navigating the StarCompliance system are located in the "My
Document Library" of the site. For those employees who have Personal Brokerage
Accounts that are not linked to the StarCompliance system Fortress requires
that you cause the institutions at which you maintain such accounts to send
duplicate account statements to Fortress addressed to the "Fortress Compliance
Department F/A/O [name on account], Fortress Investment Group LLC, 1345 Avenue
of the Americas, New York, NY 10105." Employees should note that they will be
required to move Personal Brokerage Accounts to Approved Brokers. A submission
of an Initial Holdings and Account Identification Report does not constitute an
approval for Employees to hold Personal Brokerage Accounts at the institutions
which they have listed on such Report.

43 | Page



     G. PERSONAL INVESTING: PRE-APPROVAL OF TRANSACTIONS

          Every Employee must obtain written approval from the Legal and
Compliance Department before engaging in an Investment transaction.  In
addition to routine Investments such as buying and selling stocks, bonds or
options in the public markets, the pre-approval requirement also applies
without limitation to initial public offerings, private placements of stocks or
bonds, the acquisition of limited partnership interests in various investment
vehicles or interests in other types of private investment funds, etc., because
all of these are examples of Investments . If you have any question about
whether a proposed personal Investment requires pre-approval, you must check
with the Legal and Compliance Department before making the Investment.

          Employees who are Investment Personnel are also required to obtain
pre-approval for any proposed personal transaction, without regard to whether
such transaction involves an Investment (E.G., currencies, commodities,
futures, certain real estate products, etc.), if the personal transaction
involves an asset that falls within the current investment program for the
Client(s) to which the Investment Person provides services.

          In addition to the written approval of the Compliance Department,
Investment Personnel must also receive additional written pre-approval
("Additional Approval") from, a senior member of management responsible for
each Client to which the Investment Person provides services. Such approvals
shall be procured by the Compliance Department. The Principals, all of whom are
presumed to be Investment Personnel, shall obtain Additional Approval for their
personal trades from a senior member for the Legal and Compliance Department.
The purpose of the Additional Approval for Investment Personnel, including the
Principals, is to guard against actual or potential conflicts of interest in
connection with the investment decision-making process. The Chief Compliance
Officer's personal trades, if any, shall be subject to review and pre-approval
by the General Counsel and the General Counsel's, if any, shall be subject to
review and pre-approval by the Chief Compliance Officer.

          In order to obtain clearance for a personal Investment, Employees
must access their personal account on the StarCompliance system and click on
the "File a Pre-Clearance Request" link. In order to submit a personal trade
request, you will need to select the security (by symbol, cusip/sedol/isin, or
description), transaction type, your Personal Brokerage Account, and indicate
the number of shares you wish to purchase or sell. You will also need to
indicate whether the trade request relates to an IPO or Private Placement.
Once submitted, you will subsequently receive a reply from the internal email
address "GROUP: PERSONAL TRADING CLEARANCE" indicating the disposition of your
request.

          Employees with Personal Brokerage Accounts that are not on the
StarCompliance system must obtain clearance for a personal Investment by
sending an email to the Fortress internal email address "GROUP: PERSONAL
TRADING CLEARANCE" and include the following information: (i) the name of the
Investment; (ii) amount of the Investment; (iii) whether you are purchasing or
selling; and (iv) the name of the Personal Brokerage Account in which you wish
to trade.

          Pre-approvals for personal Investments generally expire at the end of
the second trading day after which pre-approval was granted. In certain
circumstances an extension may be granted

                                                                      44 | Page



for an extended trading window in writing from a member of the Legal and
Compliance Department.

     H. MAINTENANCE OF RECORDS

          The Compliance Department shall maintain, in an easily accessible
place, the following records:

          1.   A copy of the Firm's Personal Trading Policy that is or has been
               in effect during the preceding five years.

          2.   A list of all persons who are, or within the preceding five
               years have been, required to make reports pursuant to the this
               Personal Trading Policy and the federal securities laws.

          3.   A copy of each report made pursuant to this Personal Trading
               Policy within the preceding five years.

          4.   A copy of any decision and reasons supporting such decision to
               approve an Employee's participation in an initial public offering
               or any Investments which have been privately placed, made within
               the preceding five years.

          5.   A copy of all written approvals of Investments pursuant to
               Section G of this Personal Trading Policy.

          6.   A copy of any record or report of violation of this Personal
               Trading Policy and any action taken as a result of such
               violation.


45 | Page



           CHAPTER 6: CODE OF BUSINESS CONDUCT AND ETHICS --GIFTS AND
                 ENTERTAINMENT, OUTSIDE BUSINESS INTERESTS AND
                               CONFLICTS POLICIES

          Please note that this Gifts and Entertainment Policy is a component
of the Firm's overall Code of Business Conduct and Ethics, which spans Chapters
2 through 6 of this Manual.

     A. INTRODUCTION

          The receipt or provision of gifts or entertainment may create the
appearance of a conflict of interest or otherwise appear to improperly
influence decision making by Fortress personnel or a person with whom the Firm
is conducting business or seeks to conduct business. In certain circumstances,
the receipt or provision of gifts or entertainment may also be in violation of
law. Even where there is no violation of the law, you are prohibited from
receiving or giving gifts or entertainment if it could give the impression of
being done for an improper purpose or to compromise your judgment, regardless
of its value. As such, Firm personnel may not accept, provide or solicit gifts,
entertainment, favors, special accommodations or other things of value other
than in accordance with the terms of this Policy. To be clear, this policy
covers both giving and receiving gifts or entertainment and also prohibits
Employees from using personal funds or resources to engage in an activity that
is otherwise prohibited if done with Firm funds or resources.

     a. GIFTS VS. ENTERTAINMENT

          Gifts and entertainment provided or received must be considered
carefully in light of how the recipient may act, or be perceived to act. As
will be discussed further below, gifts and entertainment (of any value) to
government officials are prohibited unless you receive prior written permission
from the Firm's Legal and Compliance Department.

          Our Policy distinguishes between gifts and entertainment.
"Entertainment" is generally considered to be an activity in which the person
or entity paying for it participates. A "Gift" is any item of value that does
not involve engaging in an activity with the provider.

          To help understand the difference between gifts and entertainment,
consider the following examples, but you should recognize that these are merely
examples and that gifts and entertainment can come in many forms.

          GIFT: You receive two tickets to a concert from a Firm vendor. The
vendor's personnel do not attend. The tickets are a gift.

          ENTERTAINMENT: You receive two tickets to a concert from a Firm
vendor, and personnel from the vendor go with you. The concert is
entertainment.

          GIFT: A potential counterparty pays your entry fee in a local golf
tournament, but none of the counterparty's personnel will be participating in
the tournament. The payment of the entry fee is a gift.

                                                                      46 | Page



          ENTERTAINMENT: A potential counterparty sponsors a golf tournament
and you are invited to attend along with personnel from the potential
counterparty.  The golf tournament is entertainment.

          Of course, the same concepts apply in reverse when the Firm is
providing the gift or entertainment.

     B. GIFTS

          Firm personnel may not accept any gift with a value in excess of the
"Gift Reporting Limit" (set forth below) from a party that conducts, seeks or
may in the reasonably near future seek to do business with the Firm, without
obtaining prior approval from the Legal and Compliance Department. The same
Policy applies to providing gifts to such parties.

          A request for written approval should be sent to "GROUP: GE" and must
include (i) the name of the person providing the gift, (ii) the name of the
entity or business with which the person is associated, (iii) a description of
the gift and (iv) the value of the gift (use an estimate if the value is
unknown).

          The "Gift Reporting Limit"(8) you should refer to is based on the
location of the office in which you are based as follows:


United States Offices:                      $100.00 (US)
United Kingdom Office:                      [pound]70.00 (GBP)
Germany, Italy, Ireland and Luxembourg      o80.00 (EUR)
Offices:
Australia Office:                           $110.00 (AUD)
Hong Kong Office:                           $800.00 (HKD)
Japan Office:                               o10,300 (JPY)
Singapore Office:                           S$130 (SGD)
China Office:                               o620 (RMB)
Israel Office:                              o370 (ILS)
Dubai Office:                               o.o370.00 (AED)

----------
(8) The "Gift Reporting Limit" threshold set forth above does not apply to
representatives of Fortress Capital Formation LLC, each of whom must seek
preapproval for all gifts, irrespective of the cost associated with such gifts.


47 | Page



          Employees that receive or give gifts that clearly fall below the
applicable thresholds set forth above need not seek pre-approval.

     c. CASH GIFTS

          Firm personnel may not give cash gifts or cash equivalents (such as
gift certificates and the like) to, or accept cash gifts or cash equivalents
from, any person or entity that does or seeks to do business with the Firm.

     d. ENTERTAINMENT

          PRE-APPROVAL REQUIRED. The provision or receipt of Entertainment by
Firm Employees must be reported and pre-approval must be obtained when:

               (1)  the per person value of the Entertainment exceeds the
                    Entertainment Reporting Limit (set forth below); or

               (2)  Entertainment (irrespective of the value of said
                    Entertainment) has previously been received from or provided
                    to the same party during the same Firm fiscal quarter.

          A request for written approval should be sent to "GROUP: GE" and
should include (i) the name of the person providing the entertainment, (ii) the
name of the entity with which the person is associated, (iii) a description of
the entertainment and (iv) the value of the entertainment (use an estimate if
the value is unknown, as described below).

          The "Entertainment Reporting Limit" you should refer to is based on
the location of the office in which you are based as follows:


United States Offices:                      $500.00 (US)
United Kingdom Office:                      [pound]350.00 (GBP)
Germany, Italy, Ireland and Luxembourg      o400.00 (EUR)
Offices:
Australia Office:                           $550.00 (AUS)
Hong Kong Office:                           $4,000.00 (HKD)
Japan Office:                               o51,500 (JPY)
Singapore Office:                           S$650 (SGD)
China Office:                               o3,100 (RMB)
Israel Office:                              o1,850 (ILS)
Dubai Office:                               o.1.850.00 (AED)


                                                                      48 | Page



          PRE-APPROVAL NOT REQUIRED. In the normal course, Firm personnel may
accept or provide "reasonable entertainment" under the Entertainment Reporting
Limit without pre-approval or reporting. "Reasonable entertainment" does not
include airfare, hotel accommodations, other forms of travel or any other
activity that may reasonably be viewed as overly lavish, excessive or
embarrassing to the Firm, regardless of whether it exceeds the Entertainment
Reporting Limit. The provision or receipt of local ground transportation (i.e.,
distances up to 50 miles, or 80 kilometers, one way) is permissible.

     e. CHARITABLE DONATIONS, POLITICAL CONTRIBUTIONS AND POLITICAL ACTIVITIES

          Payments to charities and to political candidates or political
parties, as well as the donation of one's time to such causes or persons, can
disguise bribe payments. The Firm limits its and its Employees' participation
in these activities under the Code and the Anti-Corruption Policy.

                    1. CHARITABLE DONATIONS.  Payment of Firm funds to any
charitable organization must be approved in writing and in advance by the Legal
and Compliance Department. Further, Employees must obtain the prior approval of
the Legal and Compliance Department before serving as a director or trustee of
any charitable, not-for-profit, for-profit, or other entity.

                    2.  POLITICAL CONTRIBUTIONS. Laws of certain jurisdictions,
including applicable anti-bribery laws, as well as the Firm's Anti-Corruption
Policy, may prohibit the use of Firm funds, assets, services, or facilities on
behalf of a political party or candidate. Payments of Firm funds to any
political party, candidate or campaign may only be made if permitted under
applicable law, the Firm's Anti-Corruption Policy, and approved in writing in
advance by the General Counsel or Chief Compliance Officer. As noted, such
contributions are subject to the Firm's Anti-Corruption Policy, which is
outlined in Chapter 7.

                         (i) U.S. POLITICAL CANDIDATES AND ORGANIZATIONS

          All Employees are prohibited from making political donations to any
person running for office at any level of government anywhere in the United
States unless prior written waiver is obtained from the Legal and Compliance
Department by emailing "GROUP: PD".  This prohibition extends to donations to
U.S. political parties, committees and other organizations that support
political candidates in the United States. Spouses and dependents of Fortress
personnel are permitted to make such donations with prior approval, which you
must seek by sending an email to "GROUP: PD".

          Further, you must obtain the prior approval of the General Counsel or
the Chief Compliance Officer before running for election or seeking appointment
to any government-related position. In addition, your work time may be
considered the equivalent of a contribution by the Firm. Therefore, you should
not be paid by the Firm, and should not accept compensation from the Firm, for
any time spent running for public office, serving as an elected official, or
campaigning for, coordinating, or otherwise assisting in any way the campaign
of a political candidate.

49 | Page



                         (ii) NON-U.S. POLITICAL CANDIDATES AND ORGANIZATIONS

          Employees who wish to make donations to political candidates who are
running for office outside the United States must seek approval to do so on
their own behalf and on behalf of their spouse or dependents by sending an
email to "GROUP: PD". This policy also applies to making donations to political
parties, committees and other organizations that support political candidates
outside the United States.

     f. ESTIMATING COST

          Where the cost of a Gift or Entertainment is unknown, you should use
a good faith estimate to determine whether that Gift or Entertainment should be
reported for pre-approval. For example, if the face value of a ticket to a sold
out concert is $100.00, and you have reason to believe that the ticket's
after-market value may be significantly higher, you should report that ticket
(be it as a Gift or Entertainment, as the case may be) and seek pre-approval.
If you have any uncertainty about whether a Gift or Entertainment is reportable
and requires pre-approval, you should err on the side of reporting it.

     g. HOLIDAY GIFT EXCEPTION TO THE GENERAL POLICY

          It is usual and customary during the "holiday season" (defined as the
third Thursday in November through December 31st) to receive food and wine
gifts of nominal value from persons or entities with whom the Firm conducts
business. It is not necessary to report the receipt of such food and wine items
during the holiday season.  If, however, you believe (based on the exercise of
your own good judgment and common sense) that any particular gift exceeds a
nominal value such that it could reasonably embarrass the Firm or otherwise
seems inappropriate, you should report it as you would any other gift. This
"holiday season" exception applies only to food and wine gifts.  Any non-food
gifts sent or received during the holiday season is not covered by this
exception and must be reported by sending an email to "GROUP: GE". This
exception does not apply to the section below entitled "Special Restrictions."

To send gifts of food or wine to business contacts, however, Fortress and its
personnel must follow the pre-approval procedures described above. A request
for written approval should be sent to "GROUP: GE" and must include (i) the
name of the person providing the gift, (ii) the name of the entity or business
with which the person is associated, (iii) a description of the food or wine
gift and (iv) the value of the gift.

     h. SPECIAL RESTRICTIONS

          BROKER-DEALERS. Fortress employees associated with the Firm's
affiliated broker-dealer (Fortress Capital Formation LLC) are prohibited from
giving gifts exceeding $100 in the aggregate i.e., total of all gifts by
Fortress personnel in any calendar year to any prospective investor. As such,
each representative must seek pre-approval before giving a gift to anyone the
Firm does or may do business with. Further details of the policies applicable
to registered representatives of Fortress Capital Formation LLC are included in
its written Supervisory Procedures.

                                                                      50 | Page



          GOVERNMENT OFFICIALS. Firm personnel may not provide Gifts or
Entertainment of ANY VALUE to "government officials" or their families,
including foreign government officials, without the prior written approval of
the General Counsel or Chief Compliance Officer.  In certain countries around
the world, where governments still own or control many banks, financial
institutions, airlines, petroleum concerns, power companies, manufacturers and
other regulated industries, the employees of these types of institutions may be
considered "government officials." This would also apply to sovereign wealth
funds. If you have any doubt about who you are dealing with, seek guidance from
a member of the Legal and Compliance Department.

          PERSONS WHO WORK FOR A U.S. STATE GOVERNMENT OR U.S. STATE OR
MUNICIPAL PENSION FUND. Firm personnel may not provide Gifts or Entertainment
of ANY value to persons who work for a state or municipal government or pension
fund (E.G., the California State Teachers Retirement System ("CalSTRS") or the
Pennsylvania State Employees Retirement System ("PASERS"), including without
limitation, advisors and/or consultants to such entities, without the prior
written approval of the Chief Compliance Officer (or his authorized designee).

     i. GIFTS AND ENTERTAINMENT RECORD-KEEPING REQUIREMENTS

          The Firm and its Employees must maintain books and accounting records
that accurately and fairly reflect all transactions with and dispositions to
third parties, including gifts and entertainment expenses as discussed in this
Chapter. These record-keeping requirements apply to all payments, not merely
those that would be material in the traditional financial sense or that
necessitate preapproval. Accordingly, Employees must be timely and complete
when preparing all reports and records required by the Firm's policies and
procedures.

          The making of false or misleading entries, records or documentation
violates the law, the Code and the Policy. You must never create a false or
misleading report or make a payment or establish an account on behalf of the
Firm with the understanding that any part of the payment or account is to be
used for a purpose other than as described by the supporting documents. Our
Policy strictly prohibits the manipulation of the Firm's books and records in
an effort to mask such transactions, either by characterizing them in some
oblique way, or by omitting them from the Firm's books entirely. No undisclosed
or unrecorded accounts are to be maintained for any purpose.

          If you have any doubts or questions as to whether your conduct is
permissible under the Policy or the Code, you must promptly contact a member of
the Firm's Legal and Compliance Department. The record-keeping requirements of
the FCPA and Bribery Act are also discussed in Chapter 7 of this Manual.

     j. WAIVERS

          The Chief Compliance Officer or the General Counsel may grant written
waivers of this Policy.

     B. OUTSIDE BUSINESS INTERESTS

          No Employee shall, at any time, be employed by, or accept
compensation from, any other corporation, firm or individual (other than an
affiliated entity) without prior written approval

51 | Page



from the Firm. Any form of employment, including, without limitation,
self-employment, or any employment related to securities, insurance, financial
planning, taxes, real estate, law, etc., must be approved in writing by the
Legal and Compliance Department. Employees will be notified via electronic or
written notice of the decision on the matter.

          Prior approval must be obtained from the Legal and Compliance
Department before any Employee can be appointed as a director of any other
company. If the Firm has a relationship with the entity seeking to appoint an
Employee as a director, proper disclosure of that fact must be made.

     C. ANNUAL CONFLICTS OF INTEREST CERTIFICATION

A potential or actual conflict of interest exists when the interests of the
Firm's Clients may be compromised by the Firm's or any Employee's material
interests or relationships. In order for the Firm to monitor and assess any
potential or actual conflicts of interests, Employees will be required to
certify as to their potential conflicts of interest with the Firm on an annual
basis. Potential conflicts which require a certification shall include, without
limitation, the Employee's, or any of the Employee's family members', economic
or other interest (such as acting as a director or officer) in any entity which
provides services to the Firm or Clients.

                                                                      52 | Page

EX-99.P4

FORESIDE

CODE OF ETHICS

INTRODUCTION ................................................................  1

1.  STANDARDS OF PROFESSIONAL CONDUCT .......................................  2

    (a) Fiduciary Duties ....................................................  2
    (b) Compliance with Laws ................................................  2
    (c) Corporate Culture ...................................................  2
    (d) Professional Misconduct .............................................  3
    (e) Disclosure of Conflicts .............................................  3
    (f) Undue Influence .....................................................  3
    (g) Confidentiality and Protection of Material Nonpublic Information ....  3
    (h) Personal Securities Transactions ....................................  4
    (i) Gifts ...............................................................  4
    (j) Service on Boards ...................................................  4
    (k) Prohibition Against Market Timing ...................................  4

2.  WHO IS COVERED BY THIS CODE .............................................  4

3.  PROHIBITED TRANSACTIONS .................................................  4

    (a) Blackout Period .....................................................  4
    (b) Requirement for Pre-clearance .......................................  4
    (c) Fund Officer Prohibition ............................................  5

4.  REPORTING REQUIREMENTS OF ACCESS PERSONS ................................  5

    (a) Reporting ...........................................................  5
    (b) Exceptions from Reporting Requirement of Section 4 ..................  5
    (c) Initial Holdings Reports ............................................  5
    (d) Quarterly Transaction Reports .......................................  6
    (e) New Account Opening; Quarterly New Account Report ...................  6
    (f) Annual Holdings Reports .............................................  6
    (g) Alternative Reporting ...............................................  7
    (h) Report Qualification ................................................  7
    (i) Providing Access to Account Information .............................  7
    (j) Confidentiality of Reports ..........................................  7

5.  ACKNOWLEDGMENT AND CERTIFICATION OF COMPLIANCE ..........................  7

6.  REPORTING VIOLATIONS ....................................................  8

7.  TRAINING ................................................................  8

8.  REVIEW OFFICER ..........................................................  8

    (a) Duties of Review Officer ............................................  8


                                       i



    (b) Potential Trade Conflict ............................................  9
    (c) Required Records ....................................................  9
    (d) Post-Trade Review Process ........................................... 10
    (e) Submission to Fund Board ............................................ 10
    (f) Report to the Chief Executive Officer ............................... 11

APPENDIX A - Foreside Companies ............................................. 12

APPENDIX B - Definitions .................................................... 13

ATTACHMENT A - Acknowledgement .............................................. 15







































                                       ii



INTRODUCTION

This Code of Ethics (the "Code") has been adopted by Foreside Financial Group,
LLC ("Foreside") and each of its direct or indirect wholly-owned subsidiaries as
listed in Appendix A (each, a "Company" and collectively, the "Companies"). This
Code pertains to the Companies' distribution services to registered management
investment companies or series thereof, as well as those funds for which certain
employees of the Companies (or an affiliate thereof) serve as an officer or
director of a registered investment company ("Fund Officer"), (each a "Fund" and
as set forth in the List of Access Persons & Funds maintained by the Review
Officer(1)). This Code:

     1.   establishes standards of professional conduct;

     2.   establishes standards and procedures for the detection and prevention
          of activities by which persons having knowledge of the investments and
          investment intentions of a Fund may abuse their fiduciary duties to
          the Fund; and

     3.   addresses other types of conflict of interest situations.

Definitions of UNDERLINED terms are included in Appendix B.

     Each Company, through its President, may impose internal sanctions should
ACCESS PERSONS of any Company (as identified on the List of Access Persons &
Funds maintained by the Review Officer) violate these policies or procedures. A
registered broker-dealer and its personnel may be subject to various regulatory
sanctions, including censure, suspension, fines, expulsion or revocation of
registration for violations of securities rules, industry regulations and the
Company's internal policies and procedures. In addition, negative publicity
associated with regulatory investigations and private lawsuits can negatively
impact and severely damage business reputation.

     Furthermore, failure to comply with this Code is a very serious matter and
may result in internal disciplinary action being taken. Such action can include,
among other things, warnings, suspension or termination. In addition to
sanctions, violations may result in referral to civil or criminal authorities
where appropriate.

     Should Access Persons require additional information about this Code or
have ethics-related questions, please contact the Review Officer, as defined
under Section 8 below, directly.


-------------
(1)  Each Company is adopting this Code pursuant to Rule 17j-1 with respect to
certain funds that it distributes. Adopting and approving a Rule 17j-1 code of
ethics with respect to a Fund, as well as the Code's administration, by a
principal underwriter is not required unless:

     o    the principal underwriter is an affiliated person of the Fund or of
          the Fund's adviser, or

     o    an officer, director, or general partner of the principal underwriter
          serves as an officer, director or general partner of the Fund or of
          the Fund's investment adviser.

A FUND OFFICER is permitted to report as an ACCESS PERSON under this Code with
respect to the Funds listed on the List of Access Persons & Funds maintained by
the Review Officer.


                                       1



1.   STANDARDS OF PROFESSIONAL CONDUCT

     Each Company forbids any Access Person from engaging in any conduct that is
contrary to this Code. Furthermore, certain persons subject to the Code are also
subject to other restrictions or requirements that affect their ability to open
securities accounts, effect securities transactions, report securities
transactions, maintain information and documents in a confidential manner and
other matters relating to the proper discharge of their obligations to the
Company or to a Fund.

     Each Company has always held itself and its employees to the highest
ethical standards. Although this Code is only one manifestation of those
standards, compliance with its provisions is essential. Each Company adheres to
the following standards of professional conduct, as well as those specific
policies and procedures discussed throughout this Code:

     (A) FIDUCIARY DUTIES. Each Company and its Access Persons are fiduciaries
and shall:

     o    act solely for the benefit of the Funds; and

     o    place each Fund's interests above their own.

     (B) COMPLIANCE WITH LAWS. Access Persons shall maintain knowledge of and
comply with all applicable federal and state securities laws, rules and
regulations, and shall not knowingly participate or assist in any violation of
such laws, rules or regulations.

     It is unlawful for Access Persons to use any information concerning a
SECURITY HELD OR TO BE ACQUIRED by a Fund, or their ability to influence any
investment decisions, for personal gain or in a manner detrimental to the
interests of a Fund.

     Access Persons shall not, directly or indirectly in connection with the
purchase or sale of a security held or to be acquired by a Fund:

     (i)  employ any device, scheme or artifice to defraud a Fund or engage in
          any manipulative practice with respect to a Fund;

     (ii) make to a Fund any untrue statement of a material fact or omit to
          state to a Fund a material fact necessary in order to make the
          statements made, in light of the circumstances under which they are
          made, not misleading;

    (iii) engage in any act, practice, or course of business that operates or
          would operate as a fraud or deceit upon a Fund; or

     (iv) engage in any manipulative practice with respect to securities,
          including price manipulation.

     (C) CORPORATE CULTURE. Access Persons, through their words and actions,
shall act with integrity, encourage honest and ethical conduct, and adhere to a
high standard of business ethics.


                                       2



     (D) PROFESSIONAL MISCONDUCT. Access Persons shall not engage in any
professional conduct involving dishonesty, fraud, deceit, or misrepresentation
or commit any act that reflects adversely on their honesty, trustworthiness, or
professional competence. Access Persons shall not knowingly misrepresent, or
cause others to misrepresent, facts about a Company to a Fund, a Fund's
shareholders, regulators or any member of the public. Disclosure in reports and
documents should be fair and accurate.

     (E) DISCLOSURE OF CONFLICTS. As a fiduciary, each Company has an
affirmative duty of care, loyalty, honesty and good faith to act in the best
interests of a Fund. Compliance with this duty can be achieved by trying to
avoid conflicts of interest and by fully disclosing all material facts
concerning any conflict that does arise with respect to any Fund. Access Persons
must try to avoid situations that have even the appearance of conflict or
impropriety.

     Access Persons shall support an environment that fosters the ethical
resolution of, and appropriate disclosure of, conflicts of interest.

     This Code prohibits inappropriate favoritism of one Fund over another that
would constitute a breach of fiduciary duty. Access Persons shall comply with
any prohibitions on activities imposed by a Company if a conflict of interest
exists.

     (F) UNDUE INFLUENCE. Access Persons shall not cause or attempt to cause any
Fund to purchase, sell or hold any security in a manner calculated to create any
personal benefit to them.

     (G) CONFIDENTIALITY AND PROTECTION OF MATERIAL NONPUBLIC INFORMATION.
Information concerning the identity of portfolio holdings and financial
circumstances of a Fund is confidential. Access Persons are responsible for
safeguarding nonpublic information about a Fund, portfolio recommendations and
fund holdings. Except as required in the normal course of carrying out their
business responsibilities AND as permitted by a Fund's policies and procedures,
Access Persons shall not reveal information relating to the investment
intentions or activities of any Fund, or securities that are being considered
for purchase or sale on behalf of any Fund.

     Each Company shall be bound by a Fund's policies and procedures with regard
to disclosure of an investment company's identity, affairs and portfolio
holdings. The obligation to safeguard such Fund information would not preclude
Access Persons from providing necessary information to, for example, persons
providing services to a Company or a Fund's account such as brokers,
accountants, custodians and fund transfer agents, or in other circumstances when
the Fund consents, as long as such disclosure conforms to the Fund's portfolio
holdings disclosure policies and procedures.

     In any case, Access Persons shall not:

     o    trade based upon confidential, proprietary information where Fund
          trades are likely to be pending or imminent; or

     o    use knowledge of portfolio transactions of a Fund for personal
          benefit or the personal benefit of others.


                                       3



     (H) PERSONAL SECURITIES TRANSACTIONS. All personal securities transactions
shall be conducted in such a manner as to be consistent with this Code and to
avoid any actual or potential conflict of interest or any abuse of any Access
Person's position of trust and responsibility.

     (I) GIFTS. Access Persons shall not accept or provide anything in excess of
$100.00 (per individual per year) or any other preferential treatment, in each
case as a gift, to or from any broker-dealer or other entity with which a
Company or a Fund does business.

     (J) SERVICE ON BOARDS. Access Persons shall not serve on the boards of
trustees (or directors) of publicly traded companies, absent PRIOR authorization
based upon a determination by the Review Officer that the board service would be
consistent with the interests of the Company, a Fund and its shareholders.

     (K) PROHIBITION AGAINST MARKET TIMING. Access Persons shall not engage in
market timing of shares of REPORTABLE FUNDS (a list of which are provided in the
List of Access Persons & Funds maintained by the Review Officer). For purposes
of this section, an Access Person's trades shall be considered 'market timing'
if made in violation of any stated policy in the Fund's prospectus.

2.   WHO IS COVERED BY THIS CODE

     All Access Persons, in each case only with respect to the Reportable Funds
as listed on the List of Access Persons & Funds maintained by the Review
Officer, shall abide by this Code. Access Persons are required to comply with
specific reporting requirements as set forth in Sections 3 and 4 of this Code.

3.   PROHIBITED TRANSACTIONS

     (A) BLACKOUT PERIOD. Access Persons shall not purchase or sell a REPORTABLE
SECURITY in an account in their name, or in the name of others in which they
hold a beneficial ownership interest or over which they have direct or indirect
influence or control, if they had actual knowledge at the time of the
transaction that, during the 24 hour period immediately preceding or following
the transaction, the security was purchased or sold or was considered for
purchase or sale by a Fund.

     (B) REQUIREMENT FOR PRE-CLEARANCE. Access Persons must obtain PRIOR written
approval from the Review Officer before:

     (i)  directly or indirectly acquiring beneficial ownership in securities
          in an initial public offering for which no public market in the same
          or similar securities of the issue has previously existed; and

     (ii) directly or indirectly acquiring beneficial ownership in securities
          in a private placement.


                                       4



     In determining whether to pre-clear the transaction, the Review Officer
shall consider, among other factors, whether such opportunity is being offered
to the Access Person by virtue of his or her position with the Fund.

     (C) FUND OFFICER PROHIBITION. No Fund Officer shall directly or indirectly
seek to obtain information (other than that necessary to accomplish the
functions of the office) from any Fund portfolio manager regarding (i) the
status of any pending securities transaction for a Fund or (ii) the merits of
any securities transaction contemplated by the Fund Officer.

4.   REPORTING REQUIREMENTS OF ACCESS PERSONS

     (A) REPORTING. Access Persons must report the information described in this
Section with respect to transactions in any REPORTABLE SECURITY in which they
have, or by reason of such transaction acquire, any direct or indirect
BENEFICIAL OWNERSHIP. Access Persons must submit the appropriate reports to the
Review Officer, unless they are otherwise required by a Fund, pursuant to a Code
of Ethics adopted by the Fund, to report to the Fund or another entity.

     (B) EXCEPTIONS FROM REPORTING REQUIREMENT OF SECTION 4. Access Persons need
not submit:

     (i)  any report with respect to securities held in accounts over which the
          Access Person had no direct or indirect influence or control;

     (ii) a quarterly transaction report with respect to transactions effected
          pursuant to an automatic investment plan. However, any transaction
          that overrides the pre-set schedule or allocations of the automatic
          investment plan must be included in a quarterly transaction report; or

     (iii) a quarterly transaction report if the report would duplicate
          information contained in broker trade confirmations or account
          statements that the Company holds in its records so long as the
          Company receives the confirmations or statements no later than thirty
          (30) days after the end of the applicable calendar quarter.

     (C) INITIAL HOLDINGS REPORTS. No later than ten (10) days after a person
becomes an Access Person, the person must report the following information:

     (i)  the title, type of security, and as applicable the exchange ticker
          symbol or CUSIP number, number of shares and principal amount of each
          Reportable Security (whether or not publicly traded) in which the
          person has any direct or indirect beneficial ownership as of the date
          they became an Access Person;

     (ii) the name of any broker, dealer or bank with whom the person maintains
          an account in which any securities were held for the Access Person's
          direct or indirect benefit as of the date they became an Access
          Person; and

    (iii) the date that the report is submitted by the Access Person.

The information must be current as of a date no more than forty-five (45) days
prior to the date the person becomes an Access Person.


                                       5



     (D) QUARTERLY TRANSACTION REPORTS. No later than thirty (30) days after the
end of a calendar quarter, each Access Person must submit a quarterly
transaction report which report must cover, at a minimum, all transactions
during the quarter in a Reportable Security (whether or not publicly traded) in
which the Access Person had any direct or indirect beneficial ownership, and
provide the following information:

     (i)  the date of the transaction, the title, and as applicable the
          exchange ticker symbol or CUSIP number, the interest rate and maturity
          date (if applicable), the number of shares and the principal amount of
          each Reportable Security involved;

     (ii) the nature of the transaction (i.e., purchase, sale or any other type
          of acquisition or disposition);

    (iii) the price of the Reportable Security at which the transaction was
          effected;

     (iv) the name of the broker, dealer or bank with or through which the
          transaction was effected; and

     (v)  the date that the report is submitted.

     (E) NEW ACCOUNT OPENING; QUARTERLY NEW ACCOUNT REPORT. Each Access Person
shall provide written notice to the Review Officer PRIOR to opening any new
account with any entity through which a Reportable Securities (whether or not
publicly traded) transaction may be effected for which the Access Person has
direct or indirect beneficial ownership.

     In addition, no later than thirty (30) days after the end of a calendar
quarter, each Access Person must submit a Quarterly New Account Report with
respect to any account established by such a person in which any Reportable
Securities (whether or not publicly traded) were held during the quarter for the
direct or indirect benefit of the Access Person. The Quarterly New Account
Report shall cover, at a minimum, all accounts at a broker-dealer, bank or other
institution opened during the quarter and provide the following information:

          (1)  the name of the broker, dealer or bank with whom the Access
               Person has established the account;

          (2)  the date the account was established; and

          (3)  the date that the report is submitted by the Access Person.

     (F) ANNUAL HOLDINGS REPORTS. Annually, each Access Person must report the
following information (which information must be current as of a date no more
than forty-five (45) days before the report is submitted):

     (i)  the title, type of security, and as applicable the exchange ticker
          symbol or CUSIP number, number of shares and principal amount of each
          Reportable Security (whether or not publicly traded) in which the
          Access Person had any direct or indirect beneficial ownership;

     (ii) the name of any broker, dealer or bank with whom the Access Person
          maintained an account in which any securities are held for the Access
          Person's direct or indirect benefit; and

    (iii) the date that the report is submitted by the Access Person.



                                       6



     (G) ALTERNATIVE REPORTING. The submission to the Review Officer of
duplicate broker trade confirmations and statements on all securities
transactions required to be reported under this Section shall satisfy the
reporting requirements of Section 4. The annual holdings report may be satisfied
by confirming annually, in writing, the accuracy of the information delivered
by, or on behalf of, the Access Person to the Review Officer and recording the
date of the confirmation.

     (H) REPORT QUALIFICATION. Any report may contain a statement that the
report shall not be construed as an admission by the person making the report
that he or she has any direct or indirect beneficial ownership in the Reportable
Securities to which the report relates.

     (I) PROVIDING ACCESS TO ACCOUNT INFORMATION. Access Persons will promptly:

     (i)  provide full access to a Fund, its agents and attorneys to any and
          all records and documents which a Fund considers relevant to any
          securities transactions or other matters subject to the Code;

     (ii) cooperate with a Fund, or its agents and attorneys, in investigating
          any securities transactions or other matter subject to the Code;

    (iii) provide a Fund, its agents and attorneys with an explanation (in
          writing if requested) of the facts and circumstances surrounding any
          securities transaction or other matter subject to the Code; and

     (iv) promptly notify the Review Officer or such other individual as a Fund
          may direct, in writing, from time to time, of any incident of
          noncompliance with the Code by anyone subject to this Code.

     (J) CONFIDENTIALITY OF REPORTS. Transaction and holdings reports will be
maintained in confidence, expect to the extent necessary to implement and
enforce the provisions of this Code or to comply with requests for information
from regulatory or government agencies where applicable.

5.  ACKNOWLEDGEMENT AND CERTIFICATION OF COMPLIANCE

     Each Access Person is required to acknowledge in writing, initially and
annually (in the form of Attachment A), that the person has received, read and
understands the Code (and in the case of any amendments thereto, shall similarly
acknowledge such amendment) and recognizes that he or she is subject to the
Code. Further, each such person is required to certify annually that he or she
has:

     o    read, understood and complied with all the requirements of the Code;

     o    disclosed or reported all personal securities transactions pursuant
          to the requirements of the Code; and

     o    not engaged in any prohibited conduct.

If an Access Person is unable to make the above representations, he or she
shall report any violations of this Code to the Review Officer.


                                       7



6. REPORTING VIOLATIONS

     Access Persons shall report any violations of this Code promptly to the
Review Officer, unless the violations implicate the Review Officer, in which
case the individual shall report the violations to the General Counsel or the
Chief Executive Officer of Foreside, as appropriate. Such reports will be
confidential, to the extent permitted by law, and investigated promptly and
appropriately. Retaliation against an individual who reports a violation is
prohibited and constitutes a further violation of this Code.

     Reported violations of the Code will be investigated and appropriate
actions will be taken. Types of reporting that are required include, but are not
limited to:

     o    Noncompliance with applicable laws, rules and regulations;

     o    Fraud or illegal acts involving any aspect of the Company's business;

     o    Material misstatements in regulatory filings, internal books and
          records, Fund records or reports;

     o    Activity that is harmful to a Fund, including Fund shareholders; and

     o    Deviations from required controls and procedures that safeguard a
          Fund or a Company.

     Access Persons should seek advice from the Review Officer with respect to
any action or transaction that may violate this Code, and refrain from any
action or transaction that might lead to the appearance of a violation. Access
Persons should report apparent or suspected violations in addition to actual or
known violations of this Code.

7. TRAINING

     Training with respect to the Code will occur periodically and all Access
Persons are required to attend any training sessions or read any applicable
materials. Training may include, among other things, (1) periodic orientation or
training sessions with new and existing personnel to remind them of their
obligations under the Code and/or (2) certifications that Access Persons have
read and understood the Code, and require re-certification that they have
re-read, understand and have complied with the Code.

8. REVIEW OFFICER

     (A) DUTIES OF REVIEW OFFICER. The President of Foreside has been appointed
by the President of each Company as the Review Officer to:

     (i)  review all securities transaction and holdings reports and maintain
          the names of persons responsible for reviewing these reports;

     (ii) identify all persons of each Company who are Access Persons subject
          to this Code, promptly inform each Access Person of the requirements
          of this Code and provide them with a copy of the Code and any
          amendments;


                                       8



    (iii) compare, on a quarterly basis, all Reportable Securities transactions
          with each Fund's completed portfolio transactions to determine whether
          a Code violation may have occurred;

     (iv) maintain signed acknowledgments and certifications by each Access
          Person who is then subject to this Code, in the form of Attachment A;

     (v)  inform all Access Persons of their requirements to obtain prior
          written approval from the Review Officer prior to directly or
          indirectly acquiring beneficial ownership of a security in any private
          placement or initial public offering;

     (vi) ensure that Access Persons receive adequate training on the
          principles and procedures of this Code;

    (vii) review, at least annually, the adequacy of this Code and the
          effectiveness of its implementation; and

   (viii) submit a written report to a Fund's Board and Foreside's senior
          management as described in Section 8(e) and (f), respectively.

     The Chief Executive Officer of Foreside shall review the Review Officer's
personal transactions. The Chief Executive Officer shall assume the
responsibilities of the Review Officer in his or her absence. The Review Officer
may delegate responsibilities to an appropriate Foreside representative.

     (B) POTENTIAL TRADE CONFLICT. When there appears to be a Reportable
Securities transaction that conflicts with the Code, the Review Officer shall
request a written explanation of from the Access Person with regard to the
transaction. If, after post-trade review, it is determined that there has been a
violation of the Code, a report will be made by the Review Officer with a
recommendation of appropriate action to be taken to the Chief Executive Officer
of Foreside, the President of each Company, where applicable, and a Fund's Board
of Trustees (or Directors), where applicable.

     (C) REQUIRED RECORDS. The Review Officer shall maintain and cause to be
maintained:

     (i)  a copy of any code of ethics adopted by each Company that is in
          effect, or at any time within the past five (5) years was in effect,
          in an easily accessible place;

     (ii) a record of any violation of any code of ethics, and of any action
          taken as a result of such violation, in an easily accessible place for
          at least five (5) years after the end of the fiscal year in which the
          last entry was made on any such report, the first two (2) years in an
          easily accessible place;

    (iii) a copy of each holdings and transaction report (including duplicate
          confirmations and statements) made by anyone subject to this Code as
          required by Section 4 for at least five (5) years after the end of the
          fiscal year in which the report is made, the first two (2) years in an
          easily accessible place;

     (iv) a record of all written acknowledgements and certifications by each
          Access Person who is currently, or within the past five (5) years was,
          an Access Person (records must be kept for 5 years after individual
          ceases to be a Access Person under the Code);


                                       9



     (v)  a list of all persons who are currently, or within the past five
          years were, required to make reports or who were responsible for
          reviewing these reports pursuant to any code of ethics adopted by each
          Company, in an easily accessible place;

     (vi) a copy of each written report and certification required pursuant to
          Section 8(e) of this Code for at least five (5) years after the end of
          the fiscal year in which it is made, the first two (2) years in an
          easily accessible place;

    (vii) a record of any decision, and the reasons supporting the decision,
          approving the acquisition of securities by Access Persons under
          Section 3(b) of this Code, for at least five (5) years after the end
          of the fiscal year in which the approval is granted; and

   (viii) a record of any decision, and the reasons supporting the decision,
          granting an Access Person a waiver from, or exception to, the Code for
          at least five (5) years after the end of the fiscal year in which the
          waiver is granted.

     (D) POST-TRADE REVIEW PROCESS. Following receipt of trade confirms and
statements, transactions will be screened by the Review Officer (or his or her
designee) for the following:

     (i)  SAME DAY TRADES: transactions by Access Persons occurring on the same
          day as the purchase or sale of the same security by a Fund for which
          they are an Access Person.

     (ii) FRAUDULENT CONDUCT: transaction by Access Persons which, within the
          most recent fifteen (15) days, is or has been held by a Fund or is
          being or has been considered by a Fund for purchase by a Fund.

    (iii) MARKET TIMING OF REPORTABLE FUNDS: transactions by Access Persons
          that appear to be market timing of Reportable Funds.

     (iv) OTHER ACTIVITIES: transactions which may give the appearance that an
          Access Person has executed transactions not in accordance with this
          Code or otherwise reflect patterns of abuse.

     (E) SUBMISSION TO FUND BOARD.

     (i)  The Review Officer shall, at a minimum, annually prepare a written
          report to the Board of Trustees (or Directors) of a Fund listed in the
          List of Access Persons & Funds maintained by the Review Officer that:

          A.   describes any issues under this Code or its procedures since the
               last report to the Trustees (or Directors), including, but not
               limited to, information about material violations of the code or
               procedures and sanctions imposed in response to the material
               violations; and

          B.   certifies that each Company has adopted procedures reasonably
               necessary to prevent Access Persons from violating this Code.

     (ii) The Review Officer shall ensure that this Code and any material
          amendments are approved by the Board of Trustees (or Directors) for
          those funds listed in the List of Access Persons & Funds maintained by
          the Review Officer.


                                       10



     (F) REPORT TO THE CHIEF EXECUTIVE OFFICER. The Review Officer shall report
to the Chief Executive Officer of Foreside regarding his or her annual review of
the Code and shall bring material violations to the attention of senior
management.

Adopted: May 1, 2009
Amended: October 14, 2009 (updated Appendix A)
Amended: September 29, 2011 (updated Appendix A)
Amended: March 15, 2012 (updated Appendix A)
Amended: April 4, 2012 (updated Appendix A)
Amended: July 5, 2012 (updated Appendix A)
Amended: November 30, 2012 (updated Appendix A)
Amended: December 24, 2013 (updated Appendix A)
Amended: March 26, 2014
Amended: July 11, 2014 (updated Appendix A)
Amended: June 10, 2015 (updated Appendix A)
Amended: October 16, 2015 (updated Appendix A)




































                                       11



                         FORESIDE FINANCIAL GROUP, LLC
                                 CODE OF ETHICS

                                   APPENDIX A
                               FORESIDE COMPANIES

The following direct or indirect wholly-owned subsidiaries of Foreside
Financial Group, LLC are subject to the Code of Ethics:

Arden Securities LLC*
Fairholme Distributors, LLC*
Foreside Consulting Services, LLC (F/K/A FORESIDE ALTERNATIVE INVESTMENT
  SERVICES, LLC)
Foreside Distribution Services, L.P.*
Foreside Distributors, LLC
Foreside Fund Officer Services, LLC (F/K/A FORESIDE COMPLIANCE SERVICES, LLC)
Foreside Fund Services, LLC*
Foreside Funds Distributors LLC*
Foreside Global Services, LLC (F/K/A FUND SOURCE US, LLC)*
Foreside Investment Services, LLC*
Foreside Management Services, LLC
Foreside Securities, LLC*
Foreside Services, Inc.
Funds Distributor, LLC*
IMST Distributors, LLC*
IVA Funds Distributors, LLC*
MGI Funds Distributors, LLC*
Northern Funds Distributors, LLC*
Orbis Investments (U.S.), LLC*
PNC Funds Distributor, LLC*
RidgeWorth Distributors LLC*
Sterling Capital Distributors, LLC*

* FINRA-registered broker-dealer

THE COMPANIES LISTED ON THIS APPENDIX A MAY BE AMENDED FROM TIME TO TIME, AS
REQUIRED.







                                       12



                         FORESIDE FINANCIAL GROUP, LLC
                                 CODE OF ETHICS

                                   APPENDIX B
                                  DEFINITIONS

(a) ACCESS PERSON:

   (i)(1) of a Company means each director or officer of the Companies who in
          the ordinary course of business makes, participates in or obtains
          information regarding the purchase or sale of Reportable Securities
          for a Fund or whose functions or duties as part of the ordinary course
          of business relate to the making of any recommendation to a Fund
          regarding the purchase or sale of Reportable Securities.

   ii)(2) of a Fund, whereby an employee or agent of a Company serves as an
          officer of a Fund ("FUND OFFICER"). Such Fund Officer is an Access
          Person of a Fund and is permitted to report under this Code unless
          otherwise required by a Fund's Code of Ethics.

 (iii)(3) of a Company includes anyone else specifically designated by the
          Review Officer.

(b)  BENEFICIAL OWNER shall have the meaning as that set forth in Rule
     16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except
     that the determination of direct or indirect beneficial ownership shall
     apply to all Reportable Securities that an Access Person owns or acquires.
     A beneficial owner of a security is any person who, directly or indirectly,
     through any contract, arrangement, understanding, relationship or
     otherwise, has or shares a DIRECT OR INDIRECT PECUNIARY INTEREST (the
     opportunity, directly or indirectly, to profit or share in any profit
     derived from a transaction in the subject securities) in a security. An
     Access Person is presumed to be a beneficial owner of securities that are
     held by his or her immediate family members sharing the Access Person's
     household.

(c)  INDIRECT PECUNIARY INTEREST in a security includes securities held by a
     person's immediate family sharing the same household. IMMEDIATE FAMILY
     means any child, stepchild, grandchild, parent, stepparent, grandparent,
     spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
     brother-in-law, or sister-in-law (including adoptive relationships).

(d)  CONTROL means the power to exercise a controlling influence over the
     management or policies of an entity, unless this power is solely the result
     of an official position with the company. Ownership of 25% or more of a
     company's outstanding voting securities is presumed to give the holder
     thereof control over the company. This presumption may be rebutted by the
     Review Officer based upon the facts and circumstances of a given situation.


                                       13



(e)  PURCHASE OR SALE includes, among other things, the writing of an option to
     purchase or sell a Reportable Security.

(f)  REPORTABLE FUND (see List of Access Persons & Funds maintained by the
     Review Officer) means any fund that triggers the Company's compliance with
     a Rule 17j-1 Code of Ethics or any fund for which an employee or agent of
     the Company serves as a Fund Officer.

(g)  REPORTABLE SECURITY means any security such as a stock, bond, future,
     investment contract or any other instrument that is considered a 'security'
     under Section 2(a)(36) of the Investment Company Act of 1940, as amended,
     except:

     (i)  direct obligations of the Government of the United States;

     (ii) bankers' acceptances and bank certificates of deposits;

    (iii) commercial paper and debt instruments with a maturity at issuance of
          less than 366 days and that are rated in one of the two highest rating
          categories by a nationally recognized statistical rating organization;

     (iv) repurchase agreements covering any of the foregoing;

     (v)  shares issued by money market mutual funds;

     (vi) shares of SEC registered open-end investment companies (OTHER THAN A
          REPORTABLE FUND); and

    (vii) shares of unit investment trusts that are invested exclusively in one
          or more open- end funds, none of which are Reportable Funds.

     Included in the definition of Reportable Security are:

     o    Options on securities, on indexes, and on currencies;

     o    All kinds of limited partnerships;

     o    Foreign unit trusts, UCITs, SICAVs and foreign mutual funds; and

     o    Private investment funds, hedge funds and investment clubs.

(h)  SECURITY HELD OR TO BE ACQUIRED BY the Fund means

     (i)  any Reportable Security which, within the most recent fifteen (15)
          days (x) is or has been held by the applicable Fund or (y) is being or
          has been considered by the applicable Fund or its investment adviser
          for purchase by the applicable Fund; and

     (ii) and any option to purchase or sell, and any security convertible into
          or exchangeable for, a Reportable Security.






                                       14

EX-99.Q1

                         THE COMMUNITY DEVELOPMENT FUND

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a statutory trust organized
under the laws of the State of Delaware, hereby constitutes and appoints Kenneth
H. Thomas, John J. O'Brien and Timothy W. Levin, and each of them singly, his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, to sign for him and in his name, place and stead, and in the
capacity indicated below, to sign any and all Registration Statements and
amendments thereto under the provisions of the Investment Company Act of 1940,
as amended and/or the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.


/s/ Ronald Lindhart                    Date: December 8, 2015
-------------------
Ronald Lindhart
Trustee

EX-99.Q2

                         THE COMMUNITY DEVELOPMENT FUND

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a statutory trust organized
under the laws of the State of Delaware, hereby constitutes and appoints Kenneth
H. Thomas, John J. O'Brien and Timothy W. Levin, and each of them singly, his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, to sign for him and in his name, place and stead, and in the
capacity indicated below, to sign any and all Registration Statements and
amendments thereto under the provisions of the Investment Company Act of 1940,
as amended and/or the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.


/s/ Antonio L. Argiz                    Date: December 8, 2015
--------------------
Antonio L. Argiz
Trustee

CORRESP

Morgan, Lewis & Bockius LLP                                         MORGAN LEWIS
1701 Market Street
Philadelphia, PA  19103-2921
Tel. +1.215.963.5000
Fax: +1.215.963.5001
www.morganlewis.com



January 27, 2016


VIA EDGAR


U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re:  The Community Development Fund: Pre-Effective Amendment No. 2 to
     Registration Statement on Form N-1A (File Nos. 333-206012 and 811-23080)
     ---------------------------------------------------------------------------

Ladies and Gentlemen:

On behalf of our client, The Community Development Fund (the "Trust"), we are
filing Pre-Effective Amendment No. 2 under the Securities Act of 1933, as
amended, and Amendment No. 2, under the Investment Company Act of 1940, as
amended, to the Trust's registration statement on Form N-1A (the "Filing").

The purpose of the Filing is to incorporate SEC staff comments and include
additional information in the Trust's Prospectus and Statement of Additional
Information. Please note that the Trust intends to submit an acceleration
request to the Staff requesting that the Filing become effective as of the date
and time specified in the request.

Please contact me at (215) 963-4969 should you have any questions or comments.

Sincerely,

/s/ John J. O'Brien
------------------------
John J. O'Brien, Esq.