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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: May 31, 2003

 

Commission File Number: 817-00807

 


 

Access Capital Strategies Community Investment Fund, Inc.

(Exact name of registrant as specified in its charter)

 

MARYLAND   04-3369393
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification Number)

 

124 Mt. Auburn Street, Suite 200N Cambridge, MA 02138

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number: 617-576-5858

 

Securities registered pursuant to Section 12 (b) of the Act:

Common Stock

 

Name of each exchange on which registered:

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

None

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes  x  No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act):  Yes  x  No  ¨

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last day of the registrant’s most recently completed second fiscal quarter: $228,695,514

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of May 31, 2003, the registrant had 24,195,706 shares of common stock outstanding.

 

Documents incorporated by reference: YES

 



ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.

2003 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

PART I     
          PAGE

Item 1.

   BUSINESS    3

Item 2.

   PROPERTIES    4

Item 3.

   LEGAL PROCEEDINGS    4

Item 4.

   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    4

PART II

    

Item 5.

   MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS    5

Item 6.

   SELECTED FINANCIAL DATA    6

Item 7.

   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    6

Item 7A.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    12

Item 8.

   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    13

Item 9.

   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE    28

PART III

    

Item 10.

   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT    29

Item 11.

   EXECUTIVE COMPENSATION    30

Item 12.

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    30

Item 13.

   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    31

Item 14.

   CONTROLS AND PROCEDURES    31

PART IV

    

Item 15.

   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K    32
     SIGNATURES     
     CERTIFICATION     

 

2


PART I

 

ITEM 1.   BUSINESS

 

Access Capital Strategies Community Investment Fund, Inc. (the “Fund”) completed its organization as a Maryland corporation and registration process in early 1998 and commenced operations on June 23, 1998. This filing is the Form 10-K Annual Report for the Fund for fiscal year 2003 covering the period from June 1, 2002 to May 31, 2003.

 

The Fund is a non-diversified closed-end investment management company electing status as a business development company under the Investment Company Act of 1940 (the “1940 Act”).

 

The Fund’s investment objective is to invest in geographically specific private placement debt securities located in portions of the United States designated by Fund investors. The Fund invests primarily in private placement debt securities specifically designed to support underlying community development activities targeted to low- and moderate-income individuals such as affordable housing, education, small business lending, and job-creating activities in areas of the United States designated by Fund investors.

 

In addition to their geographic specificity, Fund investments must carry a AAA credit rating or carry credit enhancement from a AAA-rated credit enhancer or be issued or guaranteed by the U.S. Government, government agencies or government-sponsored enterprises. The Fund expects (but cannot guarantee) that all investments made by the Fund will be considered eligible for regulatory credit under the Community Reinvestment Act (“CRA”).

 

Each of Access Capital Strategies LLC (“Access”), the Fund’s manager, and Merrill Lynch Investment Managers, L.P. (“MLIM”), the Fund’s sub-manager, is a registered investment adviser under the Investment Advisers Act of 1940 (“Investment Advisers Act”).

 

As of May 31, 2003, the Federal National Mortgage Association (“Fannie Mae”), through its affiliate Fannie Mae American Communities Fund, held a 32% equity interest in Access. At May 31, 2003, the Fund held $223.2 million aggregate amount of Fannie Mae mortgage-backed securities, representing 70.8% of the total amount of mortgage-backed securities held by the Fund and 90.3% of the Fund’s net assets.

 

The Fund competes with a range of narrowly defined CRA qualified investments and investment vehicles including a few funds that operate on a regional and national basis. However, to the knowledge of the Fund, there is no other CRA qualified fund in existence that offers exclusively the same AAA/Agency risk parameters as the Fund. The Fund competes most directly with brokers who sell AAA credit quality CRA qualified securities directly to banking institutions.

 

The Fund ended the fiscal year on May 31, 2003 with $247.0 million in net assets and 24.2 million shares of common stock (“Shares”) owned by 78 Fund investors. The net asset value per Share as of May 31, 2003 was $10.21. The Fund’s total return for the fiscal year ended May 31, 2003 was 7.53%.

 

More information on the Fund is contained in the Fund’s Private Offering Memorandum, which is incorporated herein by reference and filed as Exhibit 10(i) hereto.

 

The Fund invests almost exclusively in non-voting mortgage-backed securities and other non-voting securities. Consequently, the Fund receives very few, if any, proxies from portfolio companies. Nonetheless, the Fund has adopted the proxy voting policies and procedures of MLIM as its policies and procedures if the Fund receives a proxy from a portfolio company. Any proxies received by the Fund will be voted by MLIM pursuant to its policies and procedures. These policies and procedures (i) contain

 

3


general guidelines that MLIM will follow to ensure that it votes proxies in a manner consistent with the best interests of the Fund and its shareholders and (ii) are designed to ensure that material conflicts of interest are avoided and/or resolved in a manner that is consistent with MLIM’s fiduciary role as sub-adviser to the Fund. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll-free 1-800-637-3863; (ii) on www.mutualfunds.ml.com; and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

 

ITEM 2.   PROPERTIES

 

None.

 

ITEM 3.   LEGAL PROCEEDINGS

 

None.

 

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

A Special Meeting of Shareholders was held on May 23, 2003 at which shareholders of the Fund voted on two proposals.

 

The proposal to approve amendments to the Management Agreement between the Fund and Access with respect to the Fund was approved as follows:

 

    13,134,846.76 votes for the proposal

 

    391,298.69 votes against the proposal

 

    0 votes abstaining

 

The proposal to approve amendments to the Sub-Management Agreement between Access and MLIM with respect to the Fund was approved as follows:

 

    13,184,288.07 votes for the proposal

 

    341,857.38 votes against the proposal

 

    0 votes abstaining

 

The primary effect of the amendments, which became effective on June 1, 2003, is to increase the amount of the Fund’s operating expenses (“Operating Expenses”) ultimately paid by the Fund rather than by Access and MLIM (together, the “Managers”). The amendments will have no effect on the amount of the management fee paid by the Fund. The Managers, rather than the Fund, are ultimately responsible for bearing the costs of a portion of the Operating Expenses. From and after June 1, 2003, the Fund will pay up to 0.25% of its monthly average net assets (the “Expense Cap”) for Operating Expenses, and the Managers will be responsible for reimbursing the Fund for Operating Expenses in excess of the Expense Cap. In other words, if the amount of Operating Expenses paid by the Fund exceeds the Expense Cap, the Managers will pay to the Fund the amount of such excess. If the amount of Operating Expenses is less than the Expense Cap, the Fund will pay the actual amount of the Operating Expenses and, in addition, will pay to Access the difference between the amount of the Operating Expenses and the Expense Cap to the extent that Access has not previously been reimbursed for any Operating Expenses it had previously paid under the terms of the Management Agreement. Access will then reimburse MLIM for any Operating Expenses it had previously paid under the terms of the Sub-Management Agreement.

 

4


PART II

 

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

(a)   Market Information: There is no established public trading market for the Shares, which are the only class of equity securities authorized or issued by the Fund.

 

(b)   Holders: At May 31, 2003, the Fund had 78 shareholders and 24,195,706 Shares outstanding.

 

(c)   Dividends: The Fund distributes to shareholders substantially all of its net investment income and net realized capital gains, if any, as determined for income tax purposes. Through May 31, 2003, dividends were paid on a calendar quarter basis. Effective June 1, 2003, dividends are paid out on a calendar month basis. Applicable law, including provisions of the 1940 Act, may limit the amount of dividends and other distributions payable by the Fund. Substantially all of the Fund’s net capital gain (the excess of net long-term capital gain over net short-term capital loss) and the excess of net short-term capital gain over net long-term capital loss, if any, will be distributed annually with the Fund’s dividend distribution in December.

 

Per Share income dividends totaling $0.723 were declared in the fiscal year ended May 31, 2003. Per Share income dividends totaling $0.622 were paid in the fiscal year ended May 31, 2003, a decrease of $0.013 from the per Share income dividends paid in the fiscal year ended May 31, 2002. From June 2001 through May 31, 2003, per Share income dividends have been declared and paid as follows:

 

Record Date


 

Payment Date


 

Dividend

Per Share*


29-June-01

  25-July-01   $0.158370

28-Sep-01

  25-Oct-01   $0.160542

26-Dec-01

  27-Dec-01   $0.158020

1-Apr-02

  3-Apr-02   $0.158371

1-July-02

  12-July-02   $0.161414

30-Sep-02

  7-Oct-02   $0.151245

16-Dec-02

  23-Dec-02   $0.154866

31-Mar-03

  7-Apr-03   $0.154481

30-May-03

  5-June-03   $0.101273

 

*   Adjusted on dates prior to July 9, 2001 to reflect the 10,000 for 1 stock split that occurred on July 9, 2001.

 

The Fund has not made any capital gains distributions since inception.

 

5


ITEM 6.   SELECTED FINANCIAL DATA

 

Selected Financial Data for the Fiscal Years ended May 31, 2003, May 31, 2002, May 31, 2001 and May 31, 2000, and for the period from June 23, 1998 (Commencement of Operations) to May 31, 1999:

 

    

Fiscal year
ended

May 31, 2003


   

Fiscal year
ended

May 31, 2002


   

Fiscal year
ended

May 31, 2001


   

Fiscal year
ended

May 31, 2000


    Period from June
23, 1998
(Commencement
of Operations) to
May 31, 1999


 

SEC Current Yield at end of period

     5.46 %     6.40 %     6.51 %     7.14 %     5.46 %

Annualized ratio of net investment income to average net assets

     6.08 %     6.41 %     6.63 %     6.54 %     5.03 %

Total return

     7.53 %     8.88 %     12.12 %     1.69 %     3.17 %#

Dividends per share

   $ 0.7232790     $ 0.635303     $ 0.658436 *   $ 0.594250 *   $ 0.388807 *

Net investment income

   $ 13,593,852     $ 10,036,904     $ 4,192,371     $ 2,247,145     $ 1,218,785  

Net realized loss on investments

   ($ 4,016,102 )   ($ 523,813 )   ($ 661,249 )   ($ 215,414 )   ($ 74,875 )

Unrealized Gain/(Loss)

   $ 6,561,676     $ 3,145,114     $ 2,736,703     $ 1,266,025     ($ 329,661 )

Management Fees and Expenses**

   $ 1,686,814     $ 1,199,107     $ 367,446     $ 199,214     $ 140,514  

 

*   Adjusted to reflect the 10,000 to 1 stock split that occurred on July 9, 2001.
**   Management fees plus total expenses, excluding interest expense, before reimbursement.
#   Aggregate total investment return.

 

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

The Fund is a non-diversified closed-end management company electing status as a business development company. The Fund’s investment objective is to invest in geographically specific private placement debt securities located in portions of the United States designated by Fund investors. The Fund invests primarily in private placement debt securities specifically designed to support underlying community development activities targeted to low- and moderate-income individuals such as affordable housing, education, small business lending, and job-creating activities in areas of the United States designated by Fund investors.

 

Investors in the Fund must designate a particular geography within the United States (a “Designated Target Region”) as part of their agreement to purchase Fund shares. The Fund invests only in areas where Fund shareholders have made targeted designations.

 

In addition to their geographic specificity, the Fund will only invest in securities (i) having a rating (or credit enhanced by one or more entities having a rating) in the highest category assigned by a nationally recognized statistical rating organization (“NRSRO”) (e.g., at least “Aaa” from Moody’s Investors Services or “AAA” from Standard & Poor’s), or (ii) issued or guaranteed by the U.S. Government, government agencies, or government-sponsored enterprises (“GSEs”), such as Fannie Mae or Freddie Mac. The Fund expects (but cannot guarantee) that all investments made by the Fund will be considered eligible for regulatory credit under the CRA.

 

Compliance

 

To qualify as a Regulated Investment Company (“RIC”) under the Internal Revenue Code of 1986 (the “Code”), the Fund must, among other things, satisfy a diversification standard under the Code such that, at the close of each quarter of the Fund’s taxable year, (i) not more than 25% of the value of its total

 

6


assets is invested in the securities (other than government securities or securities of other RICs) of a single issuer, or two or more issuers which the Fund controls (under a 20% test) and which are engaged in the same or similar trades or business or related trades or businesses, and (ii) at least 50% of the market value of its total assets is represented by cash, cash items, government securities, securities of other RICs and other securities (with each investment in such other securities limited so that not more than 5% of the value of the Fund’s total assets is invested in the securities of a single issuer and the Fund does not own more than 10% of the outstanding voting securities of a single issuer).

 

Management believes the Fund was in compliance with the above requirements for the fiscal year ended May 31, 2003.

 

Fund Operations

 

Market Conditions

 

During the fiscal year ended May 31, 2003 the Federal Reserve and its chairman Alan Greenspan elected to lower the key Federal Funds rate 50 basis points, bringing this rate to 1.25%. (As of the writing of this report the rate is 25 basis points lower at 1.0%). Intermediate and long-term Treasury yields fell dramatically during the fiscal year with the 2-year and 5-year Treasury yields ending the fiscal year 187 and 206 basis points lower respectively. The 10-year and 30-year Treasury yields ended the fiscal year 167 and 124 basis points lower respectively. The 10-year Treasury note yield, a benchmark for mortgage backed securities, fell to a historical low of 3.31% during the period. The declining interest rate levels brought the Mortgage Bankers’ Association Refinance Index, a measure of refinance application volume, to a historical high. The Access Capital Strategies Fund had a total return of 7.53% for the fiscal year, outperforming the Merrill Lynch Mortgage Master by 58 basis points. The Fund’s higher return can be attributed in part to a combination of a slower prepayment rate typical of CRA securities and a portion of the Fund’s holdings being comprised of multi-family mortgages with prepayment protection.

 

Investment Activity

 

During the fiscal year ended May 31, 2003, the Fund purchased $211.4 million aggregate amount of CRA securities. In the prior fiscal year ended May 31, 2002, the Fund had purchased $102.2 million principal amount of CRA securities.

 

During the fiscal year ended May 31, 2003, the Fund sold $30.5 million aggregate amount of securities (excluding securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities). Net realized losses on securities (including securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities) and financial futures contracts from June 1, 2002 to May 31, 2003 totaled $4,016,102. In the prior fiscal year ended May 31, 2002, the Fund sold $0.6 million aggregate amount of securities (excluding securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities). Realized losses on securities (including securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities) and financial futures contracts from June 1, 2001 to May 31, 2002 totaled $523,813.

 

Borrowings

 

The Fund is permitted to use leverage in its investment program, subject to certain restrictions set forth in its Private Offering Memorandum and the 1940 Act. For the fiscal year ended May 31, 2003, the Fund averaged $41.5 million in borrowings at a weighted-average rate of 1.54% compared to the fiscal year ended May 31, 2002 during which the Fund averaged $18.7 million in borrowings at an average rate of 2.42%. In both periods, the total proceeds from borrowings were primarily used to support additional investments in the Fund’s Designated Target Regions.

 

7


Net Assets

 

At May 31, 2003, the Fund’s net assets were $247.0 million, or $10.21 per Share. At May 31, 2002, the Fund’s net assets were $184.9 million, or $10.19 per Share.

 

The $62.1 million, or 33.6%, year-to-year increase in net assets was primarily due to the issuance of 6.1 million new Shares during the fiscal year ended May 31, 2003, 5.8 million of which resulted from sales of new Shares and 0.3 million of which resulted from dividend reinvestments.

 

The Fund’s primary investments are listed on the Schedule of Investments included with this report.

 

Investment Income

 

The Fund had investment income net of all fees and expenses (as discussed below) of $13.6 million for the fiscal year ended May 31, 2003. In the prior fiscal year, net investment income was $10.0 million. This $3.6 million, or 36%, increase resulted primarily from the Fund’s increase in average invested assets, which in turn resulted primarily from the issuance of new Shares in the Fund.

 

Management Fees and Expenses

 

Access receives from the Fund an annual management fee, paid quarterly, of fifty basis points (0.50%) of the Fund’s average monthly gross assets less accrued liabilities, other than indebtedness for borrowing. MLIM receives from Access an annual sub-management fee, paid quarterly, of twenty-five basis points (0.25%) of the Fund’s average monthly gross assets less accrued liabilities, other than indebtedness for borrowings (or if greater, 50% of the management fee payable to Access under the Management Agreement). Effective as of June 1, 2003, the management fee and sub-management fee are paid on a monthly, rather than quarterly, basis.

 

During the fiscal year ended May 31, 2003, the Fund was also charged six basis points (0.06%) of the Fund’s monthly average net assets for custody and portfolio accounting services and operating expenses. To the extent such expenses exceeded six basis points (0.06%) of the Fund’s total assets, they were borne by Access and MLIM.

 

During the fiscal year ended May 31, 2003, the Fund also continued to be charged two basis points (0.02%) of the Fund’s total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to March 2001. $44,623 of previously unreimbursed expenses incurred prior to March 2001 were reimbursed by the Fund in fiscal 2003.

 

Effective as of June 1, 2003, the six basis point and two basis point expense reimbursements caps referred to in the two immediately preceding paragraphs have been replaced with and superceded by a 25 basis point expense reimbursement cap, pursuant to which the Fund will pay up to 0.25% of its monthly average net assets (the “Expense Cap”) for operating expenses, and the Managers will be responsible for reimbursing the Fund for operating expenses in excess of the Expense Cap. If the amount of operating expenses is less than the Expense Cap, the Fund will pay the actual amount of the operating expenses and, in addition, will pay to Access the difference between the amount of the operating expenses and the Expense Cap to the extent that Access and MLIM have not previously been reimbursed for any operating expenses it had previously paid under the terms of the Management Agreement (provided that in no circumstance will the Fund pay or reimburse more than 25 basis points of the Fund’s monthly average net assets for operating expenses and expense reimbursement collectively in any fiscal year). Total unreimbursed expenses as of May 31, 2003 amount to $733,863.

 

Investors withdrawing from the Fund (i.e., redeeming their Shares) will receive the then current net asset

 

8


value per Share and have transferred to their account maintained by Access the net proceeds from liquidation of their Shares in the Fund. Prior to June 1, 2003, Access would have charged redeeming shareholders a 1% withdrawal fee if the assets were held in the account for less than three years, following which the assets remaining in their account would have been returned to the investor. The 1% withdrawal fee will not be charged on any redemptions occurring after June 1, 2003. Since inception, there have been no redemptions of the Fund’s Shares and, consequently, no redemption fee was charged to a redeeming shareholder.

 

For the fiscal year ended May 31, 2003, the management fee paid by the Fund was $1,330,802 and the reimbursement of operating expenses was $176,550. For the prior fiscal year, the management fee was $884,763 and the expense reimbursement $189,788. These increases were due to increases in the net assets of the Fund. In addition, for the fiscal years ended May 31, 2002 and May 31, 2003, consistent with the Fund’s Management Agreement with Access and the Fund’s Private Offering Memorandum, the annual management fee paid to Access (and the corresponding sub-management fee paid by Access to MLIM) was determined based on the Fund’s average monthly gross assets, less accrued liabilities other than indebtedness for borrowings. In prior fiscal years, indebtedness for borrowings had been subtracted from the Fund’s average monthly gross assets in calculating of management fees that were paid to Access during such fiscal years.

 

Yield

 

For the fiscal year ended May 31, 2003 the ratio of net investment income to average net assets (including borrowings) was 6.08% compared to 6.41% in the year ago period. At May 31, 2003, the SEC current yield was 5.46% compared with an SEC current yield of 6.40% at May 31, 2002.

 

Realized Gain/Loss

 

For the fiscal year ended May 31, 2003, the realized loss was $4,016,102 compared to the realized loss of $523,813 for the year ago period. The increase in realized loss was primarily due to the Fund’s hedging activities. The Fund experiences gain or loss on its hedges when the positions are closed or when they are rolled from one expiration cycle to the next.

 

Dividends Paid

 

During the fiscal year ended May 31, 2003, the Fund distributed dividends of $0.62 per Share compared to $0.64 per Share (adjusted to reflect the 10,000 for 1 stock split that occurred on July 9, 2001) for the fiscal year ended May 31, 2002.

 

Total Return

 

For the fiscal year ended May 31, 2003, the Fund’s total return (net of management fees and operating expenses) was 7.53% compared to 8.88% for the fiscal year ended May 31, 2002. The decrease in total return was primarily due to a lower level of interest rates during the fiscal year ended May 31, 2003.

 

Fund Designated Target Regions at May 31, 2003

 

The Fund’s Designated Target Regions are provided by Fund shareholders at the time of investment. At May 31, 2003, Designated Target Regions (based upon investor commitments at the time of investment) were:

 

9


Designated Target Regions


   AMOUNT

AL/FL/GA/LA/MS

   $ 5,000,000

Arizona

     10,000,000

Boston & Cambridge, MA

     500,000

California

     19,668,939

Connecticut

     2,056,256

CA/TX/AZ/NV/NYC

     8,000,000

Florida

     500,000

Illinois

     500,000

Texas/Louisiana

     5,000,000

Massachusetts

     28,211,732

MA/NH/CT

     1,000,000

MA/NH

     4,500,000

MA/PA/NJ/CT/RI

     10,000,000

Maine

     100,000

New England

     17,123,838

New York

     3,045,645

NYC

     500,000

NY/DC

     10,000,000

NY/NJ/TX/FL/CA/MD/DE

     10,000,000

New Jersey

     10,425,272

New Mexico/Nevada

     6,000,000

NM/TX

     600,000

North Carolina

     500,000

Ohio

     507,530

Oregon

     500,000

Pennsylvania

     3,000,000

PA/NJ

     609,129

PA/CA/DC/VA

     650,000

Rhode Island

     250,000

South Carolina

     500,000

South Dakota

     5,655,359

TN

     500,000

Texas

     13,500,322

Utah

     1,769,196

Utah/NJ

     59,186,508

Washington

     1,000,000

Washington/Oregon

     2,000,000
    

TOTAL

   $ 242,859,726
    

 

Fund Impact per the Community Reinvestment Act

 

The Fund invests in securities that support community development economic activity as defined in the CRA.

 

At May 31, 2003, the Fund’s investments had outstanding loans to 3,662 homebuyers with incomes below 80% of median income from the following states in the following numbers.

 

10


Whole Loans

 

Alabama

   25

Arizona

   128

California

   199

Connecticut

   53

Delaware

   12

Florida

   50

Georgia

   8

Illinois

   12

Louisiana

   25

Maine

   1

Maryland

   73

Massachusetts

   635

Mississippi

   3

Nevada

   33

New Hampshire

   35

New Jersey

   689

New Mexico

   49

New York

   123

North Carolina

   10

Oregon

   21

Pennsylvania

   613

Rhode Island

   15

South Carolina

   10

South Dakota

   69

Tennessee

   1

Texas

   278

Utah

   406

Virginia

   12

Washington

   22

Washington, D.C.

   50
    
     3,662

 

Many of the above loans were made under targeted CRA lending initiatives such as Acorn, Mass Housing Partnership and other individual banks’ tailor-made CRA lending programs.

 

In addition as of May 31, 2003, the Fund’s investments had outstanding loans to sponsors of 841 multi-family, 14 community based non-profit affordable housing rental units and 22 SBA loans from the following states in the following amounts.

 

Multi-Family Units

 

Alabama

   52

California

   174

Louisiana

   96

New York

   222

Texas

   227

Utah

   70
    
     841

 

Community Based Non-Profit

 

Rhode Island

   14
    
     14

 

11


SBA Loans

 

Utah

   22
    
     22

 

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A full discussion of the risks associated with ownership of Fund Shares appears in the Fund’s Private Offering Memorandum, which is incorporated herein by reference. The Fund’s market risks may be summarized as follows:

 

Credit Risk. All investments made by the Fund must be in securities of a U.S. Government Agency or AAA credit quality. Fund investments will typically have one or more forms of credit enhancement.

 

Liquidity Risk. Securities purchased by the Fund will generally be privately placed debt instruments. The market for resale of these securities may be limited. Furthermore, the Fund may pay a premium for CRA securities purchased without any assurance that a comparable premium can be received upon sale of the security.

 

Interest Rate Risk. The Fund will generally invest in fixed rate investments that have their market values directly affected by changes in prevailing interest rates. An increase in interest rates will generally reduce the value of Fund investments and a decline in interest rates will generally increase the value of those investments. There may be exceptions due to shifts in the yield curve, the performance of individual securities and other market factors.

 

Derivatives Risk. The Fund may use derivative instruments, including futures, forwards, options, indexed securities, and inverse securities for hedging purposes. Hedging is a strategy in which the Fund uses a derivative to offset the risk that other Fund holdings may decrease in value. While hedging can reduce losses, it can also reduce or eliminate gains if the market moves in a different manner than anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective.

 

A summary of the Fund’s portfolio holdings as of May 31, 2003 is contained in the Schedule of Investments included in Item 8 of this report.

 

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ITEM 8:   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

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Independent Auditors’ Report

 

The Board of Directors and Shareholders,

Access Capital Strategies Community Investment Fund, Inc.:

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Access Capital Strategies Community Investment Fund, Inc. as of May 31, 2003, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial h