Securities Act of 1933
Section 3(a)(4)

April 8, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance

Response of the Office of Chief Counsel
Division of Investment Management

Based on the facts presented, the views of the Division of Corporation Finance and the Division of Investment Management are set forth below. Capitalized terms used in this response have the same meaning as defined in your letter.

The Division of Corporation Finance will not recommend enforcement action to the Commission if DB MDF, in reliance upon your opinion as counsel that the exemptions provided by Section 3(a)(4) of the Securities Act and Section 304(a)(4)(A) of the Trust Indenture Act are available, offers and sells the Notes without compliance with the registration provisions of the Securities Act and the qualification provisions of the Trust Indenture Act. In reaching this position, we note in particular your representation that DB MDF will at all times be an organization that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

Based on the facts and representations provided in your letter, the Division of Investment Management would not recommend enforcement action to the Commission under Section 7 of the Investment Company Act if DB MDF does not register as an investment company with the Commission in reliance on the exclusion in Section 3(c)(10)(A)(i) of the Investment Company Act.

These positions are based on the representations made to the Divisions in your letter. Any different facts or conditions might require the Divisions to reach a different conclusion. Further, this response expresses the Divisions’ positions on enforcement action only and does not express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/dbmicrocredit040811-3a4.htm