Community Development Fund Seeks Shareholder Vote to Expand Board to Six

TL;DR

**Vote FOR the trustee slate to save the Fund future proxy costs and ensure stable governance.**

AI Summary

The Community Development Fund (the "Fund") is holding a Special Meeting of Shareholders on October 28, 2025, to elect six trustees to its Board of Trustees. This includes re-electing three current trustees and electing three new trustees: Judith Keyes, Alfio Leone, and Gregory A. Thomas. The Board unanimously approved this proposal to expand from three to six trustees, citing legal requirements under the 1940 Act which mandate that at least two-thirds of trustees must be shareholder-elected. Currently, only two of the three existing trustees were shareholder-elected, necessitating this vote to appoint new trustees. The Fund aims to reduce future proxy solicitation costs by electing all six trustees at once, providing greater flexibility for future board appointments without incurring additional expenses. If the new trustees are not elected, the Fund will incur additional costs for future proxy solicitations to fill the vacancies.

Why It Matters

This board expansion and election are critical for The Community Development Fund's governance and operational efficiency, directly impacting investors by potentially reducing future administrative costs associated with trustee appointments. For employees and customers, a stable and well-governed board ensures consistent strategic direction and adherence to the Fund's mission, particularly given the focus on the Community Reinvestment Act (CRA). In a competitive market, efficient governance and cost management are vital for mutual funds to maintain investor confidence and attract new capital. The move to elect all trustees at once demonstrates a proactive approach to long-term cost control and regulatory compliance.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is primarily administrative, aimed at ensuring compliance with the 1940 Act and reducing future costs. The current trustees will remain in place even if not re-elected, mitigating immediate governance disruption. The primary risk is the Fund incurring additional costs if the new trustees are not elected, as stated in the filing.

Analyst Insight

Investors should vote 'FOR' the proposal to elect all six trustees. This action supports the Fund's stated goal of reducing future administrative expenses and ensures a fully shareholder-elected board, which aligns with good governance practices and long-term financial prudence.

Key Numbers

• 6 — Total number of trustees proposed for election (Expansion of the Board from three to six trustees)
• 3 — Number of new trustees proposed (Three new trustees (Judith Keyes, Alfio Leone, Gregory A. Thomas) are being added to the Board)
• 3 — Number of current trustees proposed for re-election (Kenneth H. Thomas, Rodger D. Shay, Jr., and Isabel Lacambra are current trustees being re-elected)
• 2 — Number of current trustees elected by shareholders (Out of three current trustees, only two were previously elected by shareholders, necessitating the current vote)
• 35,234,567 — Shares issued and outstanding (As of the Record Date, September 5, 2025)
• October 28, 2025 — Date of Special Meeting of Shareholders (Meeting to vote on trustee elections)
• September 5, 2025 — Record Date for voting eligibility (Shareholders of record on this date are entitled to vote)
• 1940 — Year of Investment Company Act (Act regulating mutual funds and board composition requirements)
• 2022 — Year Gregory A. Thomas became President and CIO of Adviser (Demonstrates his recent leadership role)
• 2020 — Year Alfio Leone joined Bloomberg (His current role as Asset-Backed Securities Evaluator)

Key Players & Entities

• The Community Development Fund (company) — Registrant
• Kenneth H. Thomas (person) — Chairman of the Board, President, CEO, and Secretary
• Judith Keyes (person) — New Independent Trustee Nominee
• Alfio Leone (person) — New Independent Trustee Nominee
• Gregory A. Thomas (person) — New Interested Trustee Nominee
• Rodger D. Shay, Jr. (person) — Current Independent Trustee and Nominee
• Isabel Lacambra (person) — Current Independent Trustee and Nominee
• Morgan, Lewis & Bockius LLP (company) — Location of Special Meeting
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A filing
• Community Development Fund Advisors, LLC (company) — Adviser to the Fund

FAQ

Risk Factors

• 1940 Act Compliance [high — regulatory]: The Fund must comply with the Investment Company Act of 1940, which mandates that at least two-thirds of its trustees must be shareholder-elected. Currently, only two of the three trustees were shareholder-elected, necessitating the current vote to expand the board and ensure compliance.
• Proxy Solicitation Costs [medium — operational]: The Fund aims to reduce future proxy solicitation costs by electing all six trustees at once. Failure to elect the new trustees would result in additional costs for future proxy solicitations to fill vacancies.

Industry Context

The Community Development Fund operates within the regulated mutual fund industry, which is subject to stringent oversight under the Investment Company Act of 1940. This act imposes specific requirements on board composition, particularly regarding the proportion of shareholder-elected trustees. The industry is characterized by a need for experienced leadership to navigate complex regulatory landscapes and manage investment strategies effectively.

Regulatory Implications

The Fund faces regulatory implications stemming from the Investment Company Act of 1940, which mandates specific board composition rules. Failure to meet the two-thirds shareholder-elected trustee requirement could lead to non-compliance. The current proposal to expand the board and elect all six trustees aims to proactively address these requirements and ensure ongoing compliance.

What Investors Should Do

1. Vote 'FOR' the election of all six trustee nominees.
2. Review the backgrounds of the nominees Judith Keyes, Alfio Leone, and Gregory A. Thomas.
3. Ensure your proxy card is submitted promptly.

Key Dates

• 2025-10-28: Special Meeting of Shareholders — Shareholders will vote on the election of six trustees to the Board.
• 2025-09-05: Record Date — Shareholders of record on this date are entitled to vote at the Special Meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the proxy statement for the Community Development Fund's special meeting.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, and requires that at least two-thirds of their trustees be elected by shareholders. (This act dictates the board composition requirements for the Fund and necessitates the current shareholder vote.)

Trustee

A member of the Board of Trustees, responsible for overseeing the Fund's operations and acting in the best interests of shareholders. (The election of six trustees is the primary purpose of the Special Meeting.)

Proxy Statement

A document provided to shareholders before a meeting, containing information about the matters to be voted on and recommendations from the board. (This document is being provided to shareholders to inform them about the trustee election proposal.)

Interested Trustee

A trustee who has a relationship with the fund or its investment adviser that may create a conflict of interest. (Gregory A. Thomas is identified as an 'Interested Trustee' nominee.)

Independent Trustee

A trustee who does not have a relationship with the fund or its investment adviser that may create a conflict of interest. (Judith Keyes and Alfio Leone are nominated as 'Independent Trustees'.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused solely on the election of trustees, not an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The key change highlighted is the proposed expansion of the Board of Trustees from three to six members, driven by regulatory requirements and a strategy to optimize future proxy costs.

Filing Documents

• fp0095411-1_def14a.htm (DEF 14A) — 117KB
• fp0095411-1_01.jpg (GRAPHIC) — 610KB
• fp0095411-1_02.jpg (GRAPHIC) — 553KB
• ml_f.jpg (GRAPHIC) — 1KB
• ml_logo.jpg (GRAPHIC) — 6KB
• ml_t.jpg (GRAPHIC) — 1KB
• 0001398344-25-018256.txt ( ) — 1642KB
• S000051233
• C000161514 (CDCDX)

From the Filing

DEF 14A 1 fp0095411-1_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material under § 240.14a-12 THE COMMUNITY DEVELOPMENT FUND (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee paid previously with preliminary materials. [ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. THE COMMUNITY DEVELOPMENT FUND 6255 Chapman Field Drive Miami, Florida 33156 Dear Shareholder: Enclosed is a notice, proxy statement and proxy card for a Special Meeting of Shareholders (the “Meeting”) of The Community Development Fund (the “Fund”). As an investor in the Fund, you are cordially invited to attend the Meeting on October 28, 2025, at 1:00 p.m., Eastern Time at the offices of Morgan, Lewis & Bockius LLP, 600 Brickell Avenue, Suite 1600, Miami, Florida 33131-3075. If you are a shareholder of record of the Fund as of the close of business on September 5, 2025, you are entitled to vote at the Meeting, and any adjournment of the Meeting. Although you may join us at the Meeting, most shareholders cast their votes by proxy. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE NEED YOUR VOTE. Your proxy card shows the proposal on which you are being asked to vote. We have enclosed a proxy card that we ask you to complete, sign, date and return as soon as possible, unless you plan to attend the Meeting and vote in person. Please follow the instructions on the proxy card. PROPOSAL TO ELECT TRUSTEES OF THE FUND The only proposal expected to be considered at the Meeting asks that you elect six trustees of the Fund to the Board of Trustees (the “Board”) to serve until their respective successors are elected and qualified (the “Proposal”). There are six nominees, three of whom are new trustees and three of whom are current trustees. The proxy statement provides a description of each nominee’s background and current status with the Fund, along with other information. The Board has unanimously approved the Proposal and recommends that you vote “FOR” the election of each of the six nominees to the Board. Thank you for your attention and consideration of this important Proposal and for your investment in the Fund. If you need additional voting information, please call 1-800-203-0209 Monday through Friday, 9 a.m. to 10 p.m. Eastern Time. Sincerely, /s/ Kenneth H. Thomas Kenneth H. Thomas Chairman of the Board, President, Chief Executive Officer and Secretary Prompt execution and return of the enclosed proxy card is requested. THE COMMUNITY DEVELOPMENT FUND 6255 Chapman Field Drive Miami, Florida 33156 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2025 Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of The Community Development Fund (the “Fund”) will be held on October 28, 2025 at 1:00 p.m., Eastern Time at the offices of Morgan, Lewis & Bockius LLP, 600 Brickell Avenue, Suite 1600, Miami, Florida 33131-3075. The Meeting is being held to consider and vote on the following proposal as well as any other business that may properly come before the Meeting: 1. To elect, as a slate of nominees, each of the current Trustees and three new Trustees (individually, a “Nominee” and collectively, the “Nominees”) to the Fund’s Board of Trustees. Shareholders of record of the Fund at the close of business on September 5, 2025 are entitled to notice of and to vote at the Meeting or any adjournment thereof. You are cordially invited to attend the Meeting and vote in person. However, if you are unable to attend the Meeting, you are requested to mark, sign and date the enclosed proxy card and return it promptly so that it is received before the Meeting is called to order, the Meeting may be held and a maximum number of shares may be voted. Your vote is important no matter how many shares you own. You may change your vote even though a proxy has already been returned by providing written notice to the Fund, by submitting a subsequent proxy using the method(s) described on the proxy card or by voting at the Meeting. By Order of the Board of Trustees Kenneth H. Thomas Chairman of the Board, President, Chief Executive Officer and Secretary IMPORTANT NEWS FOR SHAREHOLDERS Although we encourage you t

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View this DEF 14A filing on SEC EDGAR