SEC Division of Corporation Finance no-action letter: Deutsche Bank Microcredit Development Fund, Inc.

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Julia K. Cowles
Davis Polk & Wardwell LLP 650752 2007 tel
1600 EI Camino Real 650752 3607 fax
Menlo Park, CA 94025 julia.cowles@davispolk.com April 7, 2011 Gregory Belliston, Esq. Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Holly Hunter-Ceci, Esq. Senior Counsel Office of Chief Counsel, Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Securities Act of 1933, Section 3(a)(4); Investment Company Act of 1940, Section 3(c)(1 0); Trust Indenture Act of 1939, Section 304(a)(4)(A) Re: Deutsche Bank Microcredit Development Fund, Inc. Proposed Sale of Notes Ladies and Gentleman:
We are pro bono counsel to Deutsche Bank Microcredit Development Fund, Inc. ("DB MDF"), a nonstock corporation organized under Delaware law and exempt from federal income taxation as a public charity under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and are submitting this letter on behalf of DB MDF. As described further below, DB MDF operates exclusively for the charitable purposes of alleviating poverty and stimulating economic development. It seeks to promote these objectives by providing credit support and direct loans to assist microfinance institutions ("MFls") in the developing world to expand their capacity to expand their outreach of financial services to the poor in the communities they serve, and to become or remain financially and operationally self-sufficient over the long term. DB MDF proposes to offer notes (the "Notes") in reliance on the exemption from registration provided by Section 3(a)(4) of the Securities Act of 1933 (the "Securities Act"), the proceeds of which would be used to fund its activities as described in this letter. We respectfully request that the Staff confirm that it will not recommend any enforcement action to the Commission if DB MDF offers the Notes as described in this letter without compliance with the registration requirements of the Securities Act, without compliance with the registration requirements of the Investment Company Act of 1940 (the "Investment Company Act") and without qualification of an indenture under the Trust Indenture Act of 1939 (the 'Trust Indenture Act"). The descriptions of factual matters set forth in this letter have been provided to us by DB MDF.