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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, 2004

 

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 of incorporation or organization)   (I.R.S. 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: $285,838,981.

 

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, 2004, the registrant had 36,035,590 shares of common stock outstanding.

 

Documents incorporated by reference: YES



Table of Contents

ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.

2004 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

         PAGE

PART I
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
         PAGE

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    29
Item 9A   CONTROLS AND PROCEDURES    29
         PAGE

PART III
Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT    30
Item 11   EXECUTIVE COMPENSATION    31
Item 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    32
Item 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    32
Item 14   PRINCIPAL ACCOUNTING FEES AND SERVICES    32
         PAGE

PART IV
Item 15   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K    33
    SIGNATURES    35
    CERTIFICATION     
    CERTIFICATION OF ANNUAL REPORT     

 

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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 2004 covering the period from June 1, 2003 to May 31, 2004.

 

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, 2004, 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, 2004, the Fund held $265.5 million aggregate amount of Fannie Mae mortgage-backed securities, representing 66.6% of the total amount of mortgage-backed securities held by the Fund and 76.6% 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, 2004 with $346.6 million in net assets and 36.0 million shares of common stock (“Shares”) owned by 109 Fund investors. The net asset value per Share as of May 31, 2004 was $9.62. The Fund’s total return for the fiscal year ended May 31, 2004 was (0.56%).

 

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. Since inception in 1998, the Fund has not received any proxy solicitations. 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 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.

 

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ITEM 2.    PROPERTIES

 

None.

 

ITEM 3.    LEGAL PROCEEDINGS

 

None.

 

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

 

None.

 

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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, 2004, the Fund had 109 shareholders and 36,035,590 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 $0.536984 were declared in the fiscal year ended May 31, 2004. Per Share income dividends totaling $0.435711 were paid in the fiscal year ended May 31, 2004, a decrease of $0.101273 from the Per Share income dividends paid in the fiscal year ended May 31, 2003. From April 2002 through May 31, 2004, per Share income dividends have been declared and paid as follows:

 

Record Date


 

Payment

Date


 

Dividend

Per Share


1-Apr-02

   3-Apr-02   $0.158371

1-Jul-02

   12-Jul-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-Jun-03   $0.101273

30-Jun-03

     7-Jul-03   $0.046921

31-Jul-03

   6-Aug-03   $0.048437

29-Aug-03

    5-Sep-03   $0.045846

30-Sep-03

    7-Oct-03   $0.045292

31-Oct-03

   7-Nov-03   $0.044382

28-Nov-03

   5-Dec-03   $0.047876

31-Dec-03

    8-Jan-04   $0.048195

31-Jan-04

   6-Feb-04   $0.044657

29-Feb-04

   5-Mar-04   $0.042293

31-Mar-04

   7-Apr-04   $0.042516

30-Apr-04

  7-May-04   $0.042607

31-May-04

   7-Jun-04   $0.037962

 

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

 

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ITEM 6.    SELECTED FINANCIAL DATA

 

Selected Financial Data for the Fiscal Years ended May 31, 2004, May 31, 2003, May 31, 2002, May 31, 2001 and May 31, 2000:

 

    

Fiscal year

ended

May 31, 2004


   

Fiscal year
ended

May 31, 2003


   

Fiscal year
ended

May 31, 2002


   

Fiscal year
ended

May 31, 2001


   

Fiscal year
ended

May 31, 2000


 

SEC Current Yield at end of period

     4.66 %     5.46 %     6.40 %     6.51 %     7.14 %

Annualized ratio of net investment income to average net assets

     5.43 %     6.08 %     6.41 %     6.63 %     6.54 %

Total return

     (.56 )%     7.46 %     8.88 %     12.12 %     1.69 %

Dividends per share ***

   $ 0.5369840     $ 0.7232790     $ 0.635303     $ 0.658436 *   $ 0.594250 *

Net investment income

   $ 15,626,451     $ 13,593,852     $ 10,036,904     $ 4,192,371     $ 2,247,145  

Net realized loss on investments

   $ (1,870,202 )   $ (4,016,102 )   $ (523,813 )   $ (661,249 )   $ (215,414 )

Unrealized Gain/(Loss)

   $ (15,340,672 )   $ 6,561,676     $ 3,145,114     $ 2,736,703     $ 1,266,025  

Management Fees and Expenses**

   $ 2,245,296     $ 1,686,814     $ 1,199,107     $ 367,446     $ 199,214  

* 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.
*** Starting June 1, 2003 the Fund began paying dividends on a monthly basis; previously dividends had been paid on a calendar quarter basis. Due to the transition, the fiscal 2003 dividends included fourteen months of income while fiscal 2004 contained twelve months of income.

 

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 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

 

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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, 2004.

 

Fund Operations

 

Market Conditions

 

During the 12-month period ending May 31, 2004, U.S. Treasury note yields rose dramatically. The 2-year and 5-year yields rose 122 and 150 basis points respectively, while the 10-year and 30-year yields rose 128 and 97 basis points respectively. The year marked a period of extreme volatility. This can be illustrated by the 170 basis point swing of the 10-year Treasury note during the 12-month period. Just as the Fund’s fiscal year started, the Federal Reserve eased monetary policy and lowered the Fed Funds rate 25 basis points. Nevertheless, July 2003 was the worst month in the Fund’s six-year history as interest rates rose rapidly. April 2004 saw an additional sell-off as a tightening of monetary policy was widely anticipated.

 

Investment Activity

 

During the fiscal year ended May 31, 2004, the Fund purchased $262.5 million aggregate amount of securities. In the prior fiscal year ended May 31, 2003, the Fund had purchased $211.4 million principal amount of securities.

 

During the fiscal year ended May 31, 2004, the Fund sold $50.2 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, 2003 to May 31, 2004 totaled $1,870,202. In the prior 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.

 

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, 2004, the Fund averaged $65.0 million in borrowings at a weighted-average rate of 1.14% compared to the fiscal year ended May 31, 2003 during which the Fund averaged $41.5 million in borrowings at an average rate of 1.54%. In both periods, the total proceeds from borrowings were primarily used to support additional investments in the Fund’s Designated Target Regions.

 

Net Assets

 

At May 31, 2004, the Fund’s net assets were $346.6 million, or $9.62 per Share. At May 31, 2003, the Fund’s net assets were $247.0 million, or $10.21 per Share. The increase in net assets is primarily related to the issuance of capital shares.

 

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 $15.6 million for the fiscal year ended May 31, 2004. In the prior fiscal year, net investment income was $13.6 million. This $2.0 million, or 14.7%, 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.

 

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Management Fees and Expenses

 

Access receives from the Fund an annual management fee 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 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 have been 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, Access adopted 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, 2004 amount to $483,374.

 

As described in the Fund’s Private Offering Memorandum (“Offering Memorandum”), shareholders in the Fund may be offered the opportunity to participate in a quarterly repurchase program. In every quarter since inception, June 23, 1998, the Fund has offered shareholders the opportunity to participate in a quarterly repurchase program. Four times each year shareholders receive a letter asking if they wish to redeem some or all of their Fund Shares. Investors withdrawing from the Fund (i.e., redeeming their Shares) will receive the then current net asset 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 has not been charged on any redemptions occurring after June 1, 2003. During the period June 1, 2003, through May 31, 2004, five shareholders opted to redeem a total of 1,562,504 Fund shares for total proceeds of $15,308,518. There were no redemptions in the fiscal year ended May 31, 2003. Further as described in the Offering Memorandum, certain institutional investors (“accredited investors”) may periodically purchase shares of the Fund at its current net asset value per share. As stipulated by the Offering Memorandum, the Fund will terminate operations, and all investors will be required to tender all Shares outstanding on December 31, 2032.

 

For the fiscal year ended May 31, 2004, the management fee paid by the Fund was $1,761,736, and the reimbursement of operating expenses paid by the Fund to Access and MLIM was $250,489. For the prior fiscal year, the management fee paid by the Fund was $1,330,802 and the reimbursement of operating expenses received by the Fund from Access and MLIM was $176,550. These increases were due to increases in the net assets of the Fund. In addition, for the fiscal years ended May 31, 2003 and May 31, 2004, 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.

 

Yield

 

For the fiscal year ended May 31, 2004, the ratio of net investment income to average net assets (including borrowings) was 5.43% compared to 6.08% in the year ago period. At May 31, 2004, the SEC current yield was 4.66% compared with an SEC current yield of 5.46% at May 31, 2003.

 

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Realized Gain/Loss

 

For the fiscal year ended May 31, 2004, the net realized loss was $1,870,202 compared to the net realized loss of $4,016,102 for the year ago period. The decrease 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, 2004, the Fund distributed dividends of $0.54 per Share. During the fiscal year ended May 31, 2003, the Fund distributed dividends of $0.72 per Share. Starting June 1, 2003 the Fund began paying dividends on a monthly basis; previously dividends had been paid on a calendar quarter basis. Due to the transition, the fiscal 2003 dividends included fourteen months of income while fiscal 2004 contained twelve months of income.

 

Total Return

 

For the fiscal year ended May 31, 2004, the Fund’s total return (net of management fees and operating expenses) was (0.56%) compared to 7.46% for the fiscal year ended May 31, 2003. The decrease in total return during the year was primarily due to increases in long term interest rates particularly during the months of July 2003 and April 2004.

 

Fund Designated Target Regions at May 31, 2004

 

The Fund’s Designated Target Regions are provided by Fund shareholders at the time of investment. At May 31, 2004, Designated Target Regions (based upon investor commitments at the time of investment) were:

 

DTRs


   AMOUNT

Alabama

   $ 5,000,000

California

     58,168,939

Colorado

     1,118,360

Connecticut

     7,084,919

Florida

     1,500,000

Georgia

     500,000

Hawaii

     145,205

Illinois

     2,107,619

Indiana

     1,002,583

Iowa

     152,687

Louisiana

     5,000,000

Maine

     105,989

Maryland

     650,000

Massachusetts

     82,103,211

Nebraska

     10,000,000

New York

     16,739,271

New Jersey

     88,633,406

New Mexico

     1,113,358

North Carolina

     500,000

Ohio

     11,538,063

Oregon

     500,000

Pennsylvania

     31,950,000

Rhode Island

     250,000

South Dakota

     5,655,359

Tennessee

     600,000

Texas

     20,328,018

Utah

     4,606,984

Vermont

     683,432

Washington

     1,000,000

Wisconsin

     513,358
    

TOTAL

   $ 359,250,761
    

 

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Fund Impact per the Community Reinvestment Act

 

The Fund invests in securities that support community development economic activity as defined in the Community Reinvestment Act.

 

At May 31, 2004, the Fund’s investments had outstanding loans to 4,749 homebuyers with incomes below 80% of median income from the following states in the following numbers.

 

Whole Loans


    

Alabama

   35

Arizona

   153

California

   404

Colorado

   32

Connecticut

   76

Delaware

   19

Florida

   114

Georgia

   19

Guam

   2

Illinois

   51

Indiana

   4

Iowa

   5

Kansas

   5

Louisiana

   22

Maine

   1

Maryland

   4

Massachusetts

   918

Mississippi

   8

Missouri

   7

Nebraska

   54

Nevada

   73

New Hampshire

   59

New Jersey

   843

New Mexico

   70

New York

   178

North Carolina

   14

Ohio

   48

Oregon

   50

Pennsylvania

   502

Rhode Island

   9

South Carolina

   13

South Dakota

   126

Tennessee

   7

Texas

   405

Utah

   351

Vermont

   11

Virginia

   3

Washington

   42

Washington, D.C.

   5

Wisconsin

   7
    
     4,749

 

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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, 2004, the Fund’s investments had outstanding loans to sponsors of 1,256 multi-family, 14 community based non-profit affordable housing rental units and 53 SBA loans from the following states in the following amounts.

 

 

Multi-Family Units


    

Alabama

   52

California

   199

Delaware

   120

Mississippi

   47

Louisiana

   172

New York

   222

South Dakota

   48

Texas

   189

Utah

   207
    
     1,256

 

Affordable Housing

 

Sub Total    6,005

 

 

Community Based Non-Profit


    

Rhode Island

   14
    
     14

 

 

SBA Loans


    

California

   2

Florida

   1

Kentucky

   1

Maryland

   1

Minnesota

   2

New York

   1

Utah

   45
    
     53

 

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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. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. 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, 2004 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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Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of

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. (the “Fund”) as of May 31, 2004, and the related statements of operations and of 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 each of the five years in the period then ended. 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 highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Access Capital Strategies Community Investment Fund, Inc. as of May 31, 2004, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.