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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) For the fiscal year ended: May 31, 2002
Commission File Number: 817-00807
Access Capital Strategies Community Investment Fund, Inc.
(Name of issuer in its charter)
MARYLAND 04-3369393
State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
124 Mt. Auburn Street, Suite 200N Cambridge, MA 02138
(Address of principal executive offices)(Zip Code)
Issuer's telephone number: 617-576-5858
Securities registered under Section 12 (b) of the Exchange Act:
Common Stock
Name of Exchange on which registered:
N/A
Securities registered under Section 12 (g)
of the Exchange 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 Exchange during the past 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 in this form, 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: / /
Documents incorporated by reference: YES
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PAGE
----
Item 1. DESCRIPTION OF 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
PAGE
----
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS ..................................................... 4
Item 6. SELECTED FINANCIAL DATA ................................................. 5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ............................................... 5
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .............. 10
Item 8. FINANCIAL STATEMENTS .................................................... 11
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE ................................................ 26
PART III
PAGE
----
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT .......................... 27
Item 11. EXECUTIVE COMPENSATION .................................................. 28
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .......... 28
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .......................... 29
PART IV
PAGE
----
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS .................... 30
SIGNATURES .............................................................. 32
2
PART I
ITEM 1: DESCRIPTION OF BUSINESS
Access Capital Strategies Community Investment Fund, Inc. (the "Fund") completed
its organization 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 2002 covering the period from June 1, 2001 to May 31, 2002.
The Fund is a non-diversified closed-end 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 Advisors Act").
As of May 31, 2002, 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, 2002, the Fund held $152.8 million of Fannie Mae
mortgage-backed securities, representing 82.7% of the Fund's net assets.
The Fund competes with a range of narrowly defined CRA qualified investments
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, 2002 with $184,883,819 in net assets
and 18,139,657 shares of common stock ("Shares") owned by 50 Fund investors. The
net asset value per Share as of May 31, 2002 was $10.19. The Fund's total return
for the fiscal year ended May 31, 2002 was 8.88%.
More information on the Fund is contained in the Fund's Private Offering
Memorandum, which is incorporated herein by reference, and the Fund's 2002
audited Annual Report.
3
ITEM 2: PROPERTIES
None.
- ----
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
- ----
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, 2002, the Fund had 50 shareholders and 18,139,657 Shares
outstanding compared to 26 shareholders and 12,253,180 Shares outstanding at May
31, 2001 (adjusted to reflect the 10,000 for 1 stock split that occurred on July
9, 2001).
(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. Dividends are paid on a calendar quarter 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 (adjusted to reflect the 10,000 for 1 stock split
that occurred on July 9, 2001) totaling $0.635 were paid in the fiscal year
ended May 31, 2002, a decrease of $0.023 from the per Share income dividends
paid in the fiscal year ended May 31, 2001. From inception of the Fund on June
23, 1998 through May 31, 2002, per Share income dividends (adjusted to reflect
the 10,000 for 1 stock split that occurred on July 9, 2001) have been paid as
follows:
---------------------------------------------------------------
Dividend
Record Date Payment Date Per Share*
---------------------------------------------------------------
30-Sep-98 19-Oct-98 $0.138971
---------------------------------------------------------------
23-Dec-98 23-Dec-98 $0.127046
---------------------------------------------------------------
31-Mar-99 13-Apr-99 $0.122790
---------------------------------------------------------------
30-Jun-99 6-Jul-99 $0.132730
---------------------------------------------------------------
30-Sep-99 15-Oct-99 $0.146410
---------------------------------------------------------------
27-Dec-99 31-Dec-99 $0.155784
---------------------------------------------------------------
31-Mar-00 17-Apr-00 $0.159326
---------------------------------------------------------------
30-June-00 3-July-00 $0.163609
---------------------------------------------------------------
30-Sep-00 3-Oct-00 $0.164180
---------------------------------------------------------------
27-Dec-00 31-Dec-00 $0.166845
---------------------------------------------------------------
4
--------------------------------------------------------------
31-Mar-01 5-Apr-01 $0.163802
--------------------------------------------------------------
29-June-01 25-Jul-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
--------------------------------------------------------------
* Adjusted 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.
ITEM 6: SELECTED FINANCIAL DATA
Selected Financial Data for the Fiscal Years ended 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 Fiscal year Fiscal year Period from June 23, 1998
ended ended ended (Commencement of
May 31, 2002 May 31, 2001 May 31, 2000 Operations) to May 31, 1999
- -------------------------------------------------------------------------------------------------------------------------------
SEC Current Yield at end of 6.40% 6.51% 7.14% 5.46%
period
- -------------------------------------------------------------------------------------------------------------------------------
Annualized ratio of net 6.41% 6.63% 6.54% 5.03%
investment income to average
net assets
- -------------------------------------------------------------------------------------------------------------------------------
Total return 8.88% 12.12% 1.69% 3.17%
- -------------------------------------------------------------------------------------------------------------------------------
Dividends per share $ 0.635303 $ 0.658436* $ 0.594250* $ 0.388807*
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income $10,036,904 $4,192,371 $2,247,145 $1,218,785
- -------------------------------------------------------------------------------------------------------------------------------
Net realized loss on $ -523,813 $ -661,249 $ -215,414 $ -74,875
investments
- -------------------------------------------------------------------------------------------------------------------------------
Change in Unrealized Gain/Loss $ 3,145,114 $2,736,703 $1,266,025 $ -329,661
- -------------------------------------------------------------------------------------------------------------------------------
Management Fees and $ 1,199,107 $ 367,446 $ 199,214 $ 140,514
Expenses**
- -------------------------------------------------------------------------------------------------------------------------------
* Adjusted to reflect the 10,000 to 1 stock split that occurred on July 9,
2001.
** Management fees plus other expenses, excluding interest expense, before
reimbursement.
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 as part of their agreement to purchase Fund shares. The Fund invests only
in areas where Fund shareholders have made targeted designations.
5
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").
Compliance
To qualify as a Regulated Investment Company under the Internal Revenue Code of
1986, 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 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 year ended May 31, 2002.
Fund Operations
Investment Activity
During the fiscal year ended May 31, 2002, the Fund purchased $102.2 million
aggregate principal amount of CRA securities. In the prior fiscal year ended May
31, 2001, the Fund purchased $75.2 million aggregate principal amount of CRA
securities.
During the fiscal year ended May 31, 2002, the Fund sold $0.6 million 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) from June 1, 2001 to May 31, 2002 totaled
$523,813. In the prior fiscal year ended May 31, 2001, the Fund sold $21.8
million aggregate principal 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 sales (including
securities sold short in connection with hedging activities in respect of new
investments in the Fund and sales of short-term securities) from June 1, 2000 to
May 31, 2001 totaled $661,249.
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 year ended May 31, 2002, the Fund averaged $18.7 million in
borrowings at an average rate of 2.42% compared to the year ended May 31, 2001
when the Fund averaged $6.5 million in borrowings at an average rate of 6.21%.
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, 2002
At May 31, 2002, the Fund's net assets were $184.9 million, or $10.19 per Share.
At May 31, 2001, the Fund's net assets were $122.2 million, or $9.97 per Share
(adjusted to reflect the 10,000 for 1 stock split that occurred on July 9,
2001).
The $62.7 million, or 51%, year-to-year increase in net assets was primarily due
to the issuance of new Shares in the aggregate amount of $59.8 million during
the fiscal year ended May 31, 2002.
6
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 $10.0 million for the fiscal year ended May 31, 2002. In the prior fiscal
year, net investment income was $4.2 million. This $5.8 million, or 138%,
increase resulted primarily from the Fund's increase in average invested assets.
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).
The Fund is also charged up to six basis points (0.06%) of the Fund's total
assets, including assets purchased with borrowed funds, for custody and
portfolio accounting services and operating expenses. To the extent such
expenses exceed six basis points (0.06%) of the Fund's total assets, they will
be borne by Access and MLIM.
The combined organizational and offering expenses of the Fund incurred in
connection with its launch were $78,508. Access agreed to pay these expenses and
be reimbursed by the Fund during the offering period. Beginning with the first
closing and continuing until the final closing of Shares, the Fund has been and
will continue to be charged an annual fee of two basis points (0.02%) of the
Fund's total assets, including assets purchased with borrowed funds, paid
quarterly, to reimburse Access up to the amount of combined organizational and
offering expenses. As of May 31, 2002, $55,710 of the $78,508 in organization
and offering expenses had been reimbursed by the Fund, including $31,325 in
2002. To the extent that Access is not fully reimbursed for these expenses, they
will continue to be borne by Access.
Investors withdrawing from the Fund will in general 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. Access will then
charge their account a 1% withdrawal fee and the assets remaining in their
account will then be returned to the investor. The 1% fee will not be charged on
funds withdrawn after an investor has been in the Fund for three years. For
shareholders of the Fund as of March 1, 2001, the fee will be waived on
redemptions subsequent to March 1, 2004. Any arrangements made by individual
shareholders prior to March 1, 2001 will take precedence over this change. For
shareholders entering the Fund after March 1, 2001, the fee will be waived on
redemptions subsequent to their third anniversary of becoming a shareholder.
For the fiscal year ended May 31, 2002, the management fee paid by the Fund was
$884,174 and the reimbursement of operating expenses was $189,788. For the prior
fiscal year, the management fee was $316,763 and the expense reimbursement
$50,683. These increases were primarily due to increases in the net assets of
the Fund. In addition, for the fiscal year ended May 31, 2002, 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 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
7
during such fiscal years.
Yield
For the year ended May 31, 2002 the ratio of net investment income to average
net assets was 6.41% compared to 6.63% in the year ago period. At May 31, 2002,
the SEC current yield was 6.40% compared with an SEC current yield of 6.51% at
May 31, 2001.
Realized Gain/Loss
For the year ended May 31, 2002, the realized loss was $523,813 compared to the
realized loss of $661,249 for the year ago period.
Dividends Paid
During the fiscal year ended May 31, 2002, the Fund distributed dividends of
$0.64 per Share compared to $0.66 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,
2001.
Total Return
For the fiscal year ended May 31, 2002, the Fund's total return was 8.88%
compared to 12.12% for the fiscal year ended May 31, 2001. The decrease in total
return turn was primarily due to a lower level of interest rates during the
fiscal year ended May 31, 2002.
Fund Designated Target Regions at May 31, 2002
The Fund's Designated Target Regions ("DTR") are provided by Fund shareholders
at the time of investment. At May 31, 2002, DTRs (based up investor commitments
at the time of investment) were:
-----------------------------------------------------------------
DTRs AMOUNT
---- ------
-----------------------------------------------------------------
AL/FL/GA/LA/MA
$ 5,000,000
-----------------------------------------------------------------
Boston & Cambridge, MA 500,000
-----------------------------------------------------------------
California 10,095,810
-----------------------------------------------------------------
Connecticut 1,023,664
-----------------------------------------------------------------
CA/TX/AZ/NV/NYC 8,000,000
-----------------------------------------------------------------
Florida 500,000
-----------------------------------------------------------------
Illinois 500,000
-----------------------------------------------------------------
Texas/Louisiana 5,000,000
-----------------------------------------------------------------
Massachusetts 24,666,598
-----------------------------------------------------------------
MA/NH/CT 1,000,000
-----------------------------------------------------------------
MA/NH 1,000,000
-----------------------------------------------------------------
MA/PA/NJ/CT/RI 10,000,000
-----------------------------------------------------------------
New England 17,123,838
-----------------------------------------------------------------
NY/DC 10,000,000
-----------------------------------------------------------------
NY/NJ/TX/FL/CA/MD/DE 10,000,000
-----------------------------------------------------------------
New Jersey 2,000,000
-----------------------------------------------------------------
New Mexico/Nevada 6,000,000
-----------------------------------------------------------------
Oregon 500,000
-----------------------------------------------------------------
8
------------------------------------------------------------------
PA/CA/DC/VA 650,000
------------------------------------------------------------------
South Carolina 500,000
------------------------------------------------------------------
South Dakota 1,693,225
------------------------------------------------------------------
Texas 9,156,049
------------------------------------------------------------------
Utah/NJ
53,249,380
------------------------------------------------------------------
Washington 1,000,000
------------------------------------------------------------------
Washington/Oregon 2,000,000
------------------------------------------------------------------
TOTAL
$181,158,564
------------------------------------------------------------------
Fund Impact per the Community Reinvestment Act
The Fund invests in securities that support community development economic
activity as defined in the CRA.
As of May 31, 2002, the Fund's investments had outstanding loans to 2,653
single-family homebuyers with incomes below 80% of median income from the
following states in the following numbers:
Alabama 25
Arizona 6
California 105
Connecticut 91
Delaware 12
Florida 50
Georgia 8
Illinois 12
Louisiana 26
Maryland 73
Massachusetts 806
Mississippi 1
Nevada 26
New Hampshire 5
New Jersey 417
New Mexico 35
New York 72
Oregon 6
Pennsylvania 132
Rhode Island 90
South Carolina 10
South Dakota 16
Texas 304
Utah 254
Virginia 9
Washington 12
Washington, D.C. 50
----
2,653
As of May 31, 2002, the Fund's investments had outstanding loans to sponsors of
1,324 multi-family and 14 community based non-profit affordable housing rental
units in Low Income Housing Tax Credit or HUD insured subsidized properties from
the following states in the following amounts.
9
Multi-Family Community Based
------------ ---------------
California 222 Rhode Island 14
Louisiana 144
Massachusetts 504
New York 157
Texas 166
Utah 70
The Fund also owned a U.S. Housing & Urban Development guaranteed security
supporting community development in low-income areas of Boston, Massachusetts.
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. 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 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.
A summary of the Fund's portfolio holdings as of May 31, 2002 is contained in
the Schedule of Investments included in Item 8 of this report.
10
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
11
Access Capital Strategies Community Investment Fund, Inc.
Annual Report
May 31, 2002
This report is not authorized for use as an offer of sale or a solicitation of
an offer to buy shares of the Fund unless accompanied or preceded by the Fund's
current Program Description and Participation Agreement. Past performance
results shown in this report should not be considered a representation of future
performance. Investment return and principal value of shares will fluctuate so
that shares, when redeemed, may be worth more or less than their original cost.
Statements and other information herein are as dated and are subject to change.
12
INDEPENDENT AUDITORS REPORT
The Board of Directors and Shareholders,
Access Capital Strategies Community Investment Fund, Inc.:
We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of Access Capital Strategies Community
Investment Fund, Inc. as of May 31, 2002, the related statements of operations,
changes in net assets, and cash flows and the financial highlights for the year
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 the financial highlights based on our
audit. The financial statements of Access Capital Strategies Investment Fund,
Inc. for the year ended May 31, 2001 were audited by other auditors whose
report, dated July 23, 2001, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and the 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 at May 31, 2002 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 audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of Access
Capital Strategies Community Investment Fund, Inc. as of May 31, 2002, the
results of its operations, the changes in its net assets, its cash flows and the
financial highlights for the year ended May 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
New York, New York
July 19, 2002
13
ACCESS CAPITAL STRAGEGIES
COMMUNITY INVESTMENT FUND, INC.
Schedule of Investments
May 31, 2002
Market
Par value value
-------------- --------------
MORTGAGE-BACKED SECURITIES (113.2%):
Federal National Mortgage Association (FNMA) (82.7%):
15 Year Fixed Rate Single Family Mortgage-Backed Securities
5.50%, 3/1/16 $ 505,291 $ 511,988
6.00%, 4/1/14 432,584 445,803
6.50%, 6/1/14 - 12/1/14 525,815 548,890
7.00%, 1/1/15 660,329 696,029
30 Year Fixed Rate Single Family Mortgage-Backed Securities
5.00%, 3/1/29 - 2/1/32 5,488,533 5,167,305
5.50%, 1/1/29 1,451,537 1,415,309
6.00%, 7/1/29 - 5/1/32 16,828,706 16,798,734
6.48%, 3/1/32 724,072 743,812
6.50%, 5/1/17 - 6/1/32 78,720,516 80,374,059
6.61%, 3/1/20 1,110,361 1,141,065
6.70%, 6/1/19 670,339 692,068
7.00%, 5/1/29 - 3/1/31 12,408,445 12,885,080
7.25%, 12/1/29 81,510 85,375
7.50%, 7/1/29 - 2/1/31 13,509,480 14,200,829
7.90%, 1/1/18 2,158,259 2,520,021
8.00%, 2/1/30 - 4/1/30 1,804,497 1,923,376
-------------
Total single family mortgage-backed securities 140,149,743
-------------
Multi-Family Mortgage-Backed Securities
6.53%, 6/1/16 270,875 285,628
7.12%, 9/1/10 7,881,947 8,669,111
7.42%, 10/1/18 1,974,663 2,131,505
7.58%, 5/1/18 625,218 714,444
7.97%, 9/1/17 758,961 866,198
-------------
Total multi-family mortgage-backed securities 12,666,886
-------------
Total Federal National Mortgage Association securities 152,816,629
-------------
Federal Home Loan Mortgage Corporation (28.8%):
30 Year Fixed Rate Single Family Mortgage-Backed Securities
5.50%, 9/1/29 5,107,221 4,970,876
6.00%, 3/1/31 - 4/1/32 9,303,049 9,275,440
6.50%, 6/1/29 - 4/1/32 26,059,372 26,624,001
7.00%, 10/1/29 - 4/1/31 9,248,785 9,598,830
7.50%, 12/1/29 - 3/1/30 2,712,789 2,850,439
-------------
Total Federal Home Loan Mortgage Corporation single
family mortgage-backed securities 53,319,586
-------------
GNMA Pool (1.7%):
14
Multi-Family Mortgage-Backed Securities
6.00%, 12/15/31 $ 1,132,718 $ 1,130,724
8.25%, 12/15/32 1,767,149 1,952,774
--------------
Total GNMA Pool multi-family mortgage-backed
securities 3,083,498
--------------
Total mortgage-backed securities 209,219,713
--------------
GUARANTEED NOTES (0.7%):
Boston, MA, U.S. Government Guaranteed Notes
6.85%, 8/1/07 1,290,000 1,320,325
--------------
Total guaranteed notes 1,320,325
--------------
- ------------------------------------------------------------------------------------------------
Total investments (cost $205,524,832) - 113.9% $ 210,540,038
Variation margin on financial futures contracts* - 0.0% 18,094
Liabilities in excess of other assets - (13.9%) (25,674,313)
--------------
Net assets - 100% $ 184,883,819
--------------
- ------------------------------------------------------------------------------------------------
SECURITIES SOLD SHORT:
Market
Mortgage-backed securities: Par value value
----------- --------------
FNMA, 6.50% $21,000,000 $ 21,315,000
--------------
Total (proceeds $21,094,066) $ 21,315,000
--------------
See Notes to Financial Statements.
All Fund activities occur in U.S. dollars.
15
Access Capital Strategies Community Investment Fund, Inc.
STATEMENT OF ASSETS AND LIABILITIES AS OF MAY 31, 2002
Assets:
Investments, at value (identified cost - $205,524,832) $ 210,540,038
Cash 560,043
Deposits with broker 21,094,066
Receivables:
Securities sold $ 4,988,156
Interest 1,215,148
Variation Margin 18,094 6,221,398
-------------
Prepaid expenses and other assets 278,375
--------------
Total assets 238,693,920
--------------
Liabilities:
Securities sold short (proceeds received - $21,094,066) 21,315,000
Payables:
Reverse repurchase agreements (including accrued
interest of $34,812) 25,234,812
Securities purchased 6,981,698
Investment advisor 184,928 32,401,438
-------------
Accrued expenses and other liabilities 93,663
--------------
Total liabilities 53,810,101
--------------
Net Assets $ 184,883,819
==============
Net Assets Consist of:
Paid-in capital 181,128,349
Undistributed investment income - net $ 944,689
Accumulated realized capital losses on investments-net (1,475,351)
Unrealized appreciation on investments-net 4,286,132
-------------
Total accumulated earnings-net 3,755,470
--------------
Net Assets $ 184,883,819
==============
Net Asset Value Per Share $ 10.19
==============
Shares issued and outstanding 18,139,657
See Notes to Financial Statements.
16
Access Capitol Strategies Community Investment Fund, Inc.
STATEMENT OF OPERATIONS
Year Ended
May 31, 2002
Investment Interest $ 11,501,807
Income:
Expenses: Management fees $ 884,174
Interest expense 455,584
Professional fees 97,106
Accounting Services 75,740
Organizational fee reimbursement 31,325
Director's fees and expenses 30,000
Transfer agent fees 24,012
Custodian fees 12,963
Pricing fees 11,491
Other 32,296
------------
Total expenses before reimbursement 1,654,691
Reimbursement of expenses (189,788)
------------
Total expenses before reimbursement 1,464,903
------------
Investment income-net 10,036,904
------------
Realized & Realized loss on investments-net (523,813)
Unrealized Change in unrealized appreciation on
Gain (Loss) on Investments-net 3,145,114
------------
Investments: Total realized and unrealized gain on investments-net 2,621,301
------------
Net Increase in Net Assets Resulting
from Operations $ 12,658,205
============
See Notes to Financial Statements.
17
Access Capital Strategies Community Investment Fund, Inc.
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended
May 31,
----------------------------
Increase (Decrease) in Net Assets: 2002 2001
Operations: Investment income-net $ 10,036,904 $ 4,192,371
Realized loss on investments-net (523,813) (661,249)
Change in unrealized appreciation on investments-net 3,145,114 2,736,703
------------ ------------
Net increase in net assets resulting from operations 12,658,205 6,267,825
------------ ------------
Dividends to Dividends to shareholders from investment income-net (9,746,762) (3,957,576)
Shareholders: ------------ ------------
Capital Share Change in net assets resulting from capital share transactions 59,784,704 69,999,999
Transactions: ------------ ------------
Net Assets: Increase in net assets 62,696,147 72,310,248
Beginning of year 122,187,672 49,877,424
------------ ------------
End of year* $184,883,819 $122,187,672
============ ============
* Undistributed investment income-net $ 944,689 $ 623,222
============ ============
See Notes to Financial Statements.
18
Access Capital Strategies Community Investment Fund, Inc.
STATEMENT OF CASH FLOWS
Year Ended May 31, 2002
Cash Provided Net increase in net assets resulting from operations $ 12,658,205
by Operating Adjustments to reconcile net increase in net assets
Activities resulting from operations to net cash provided by operating activities:
Increase in receivables (13,000,185)
Increase in other assets (278,375)
Increase in other liabilities 12,986,696
Realized and unrealized gain on investments-net (2,621,301)
Amortization of premium and discount (164,789)
Unrealized depreciation on financial futures contracts - net (508,140)
Change in unrealized depreciation on short sales - net (234,239)
Realized gains on short sales - net 6,012
-----------------
Net cash provided by operating activities 8,843,884
-----------------
Cash Used Proceeds from paydowns and sales of long-term investments 27,745,526
for Investing Purchases of long-term investments (103,348,825)
Activities Purchases of short-term investments-net 277,970
-----------------
Net cash used for investing activities (75,325,329)
-----------------
Cash Provided Cash receipts from issuance of common stock 55,878,654
by Financing Cash receipts from borrowings 77,100,000
Activities: Cash payments on borrowings (60,100,000)
Dividends paid to shareholders (5,840,712)
----------------
Net cash provided by financing activities 67,037,942)
----------------
Cash: Net increase in cash 556,497
Cash at beginning of year 3,546
----------------
Cash at end of year $ 560,043
================
Cash Flow
Information: Cash paid for interest $ 447,485
================
Non-Cash
Financing Capital shares issued in reinvestment of dividends paid to
Activities: shareholders $ 3,906,050
================
See Notes to Financial Statements.
19
Access Capital Strategies Community Investment Fund, Inc.
FINANCIAL HIGHLIGHTS
The following per share data and ratios have
been derived from information provided
in the financial statements.
Period**
Year Ended May 31, June 23, 1998+
------------------------------
Increase (Decrease) in Net Asset Value: 2002 2001 2000 to May 31, 1999
Per Share Net asset value, beginning of period $ 9.97 $ 9.50 $ 9.93 $ 10.00
--------- --------- -------- ---------
Operating Investment income-net - .63 .58 .48
Performance: ## Realized and unrealised gain(loss) on investments-net - .50 (.42) (.16)
--------- --------- -------- ---------
Total from investment operations - 1.13 .16 32
--------- --------- -------- ---------
Less dividends from investment income-net (.64) (.66) (.59) (.39)
--------- --------- -------- ---------
Net asset value, end of period $ 9.33 $ 9.97 $ 9.50 $ 9.93
========= ========= ======== =========
Total Investment Based on net asset value per share 8.88% 12.12% 1.60% 3.17%#
========= ========= ======== =========
Return:**
Ratios to Expenses, net of reimbursement and excluding interest expense .64% .58% .58% .58%*
========= ========= ======== =========
Average Net Expenses, excluding interest expense .77% .58% .58% .58%*
========= ========= ======== =========
Assets:++ Expenses 1.06% 1.23% .82% .58%*
========= ========= ======== =========
Investment income-net 6.41% 6.63% 6.54% 5.03%*
========= ========= ======== =========
Ratio to Expenses, net of reimbursement and excluding interest expense .58% - - -
========= ========= ======== =========
Average Net Expenses, excluding interest expense .68% - - -
========= ========= ======== =========
Assets, Including Expenses .94% - - -
========= ========= ======== =========
Borrowing:++ Investment income-net 5.73% - - -
========= ========= ======== =========
Supplemental Net assets, end of period (in thousands) $184,884 $122,188 $49,877 $ 25,443
========= ========= ======== =========
Data: Portfolio turnover 20% 25% 57% 29%
========= ========= ======== =========
* Annualized
** Total investment returns exclude the effects of sales
charges.
# Aggregate total investment return.
## Per share operating performance figures have been adjusted to
reflect a 10,000 for 1 stock split that occurred on July 9,
2001.
+ Commencement of operations.
++ Prior to fiscal 2002, Access paid the Fund's operating
expenses and received six basis points for reimbursement and
the amounts paid by Access in excess of reimbursement were
disclosed in the notes to the financial statements.
Commencing in fiscal 2002, the Fund's operating expenses are
being recorded by the Fund and the Fund is being reimbursed
by Access and MLIM for operating expenses in excess of six
basis points.
See Notes to Financial Statements.
20
ACCESS CAPITAL STRATEGIES
COMMUNITY INVESTMENT FUND, INC.
Notes to Financial Statements
May 31, 2002
(1) Organization
Access Capital Strategies Community Investment Fund, Inc. (the "Fund"), a
Maryland Corporation, is organized as a non-diversified closed-end management
investment company electing status as a business development company under the
Investment Company Act of 1940. The Fund commenced operations on June 23, 1998.
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.
(2) Significant Accounting Policies
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of the financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States of America, which require management to make estimates and
assumptions that effect amounts reported therein. Although actual results could
differ from these estimates, any such differences are expected to be immaterial
to the net assets of the Fund.
(a) Valuation of Securities
Portfolio securities, the principal market for which is not a securities
exchange and for which bid and ask prices are not available but for which the
Custodian can obtain a price from an independent pricing agent for a comparable
security without Community Reinvestment Act characteristics shall be valued at
the price obtained from the independent pricing agent by the Custodian plus a
markup of 1/2 of 1% at May 31, 2002 determined under the supervision of the
Board of Directors of the Fund. Portfolio securities, the principal market for
which is not a securities exchange and for which the Custodian cannot obtain a
price from an independent pricing agent shall be valued by the Custodian by
using a pricing matrix designed to maintain fair value of that security as
provided by the Adviser. Financial futures contracts are stated at market value.
All other assets and securities including securities for which market quotations
are not readily available are valued at their fair value as determined in good
faith under the general supervision of the Board of Directors of the Fund.
(b) Repurchase Agreements
It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book entry system all
securities held as collateral in support of the repurchase agreement
investments. Additionally, procedures have been established by the Fund to
monitor, on a daily basis, the market value of each repurchase agreement's
underlying securities to ensure the existence of a proper level of collateral.
21
The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers which are deemed by the
Fund's advisor or sub-advisor to be creditworthy pursuant to guidelines
established by the Directors. Risk may arise from potential inability of
counterparties to honor the terms of the repurchase agreement. Accordingly, the
Fund could receive less than the repurchase price on the sale of the collateral
securities.
(c) Reverse Repurchase Agreements
To obtain short-term financing, the Fund may enter into reverse repurchase
agreements with banks and other recognized financial institutions such as
broker/dealers which are deemed by the Fund's advisor or sub-advisor to be
creditworthy pursuant to the guidelines established by the Directors. Interest
on the value of the reverse repurchase agreements is based upon competitive
market rates at the time of issuance. At the time the Fund enters into a reverse
repurchase agreement, it will establish and maintain a segregated account with
the custodian containing qualifying assets having a value not less than the
repurchase price, including accrued interest. If the counterparty to the
transaction is rendered insolvent, the ultimate realization of the securities to
be repurchased by the Fund may be delayed or limited.
(d) Derivatives
The Fund may use derivative instruments, including futures, forwards, options,
indexed securities and inverse securities for hedging purposes only. Derivatives
allow the Fund to increase or decrease its risk exposure more quickly and
efficiently than other types of instruments.
.. Financial futures contracts - The Fund may purchase or sell financial
futures contracts and options on such futures contracts for the purpose of
hedging the market risk on existing securities or the intended purchase of
securities. Futures contracts are contracts for delayed delivery of
securities at a specific future date and at a specific price or yield. Upon
entering into a contract, the Fund deposits and maintains as collateral
such initial margin as required by the exchange on which the transaction is
effected. Pursuant to the contract, the Fund agrees to receive from or pay
to the broker an amount of cash equal to the daily fluctuation in value of
the contract. Such receipts or payments are known as variation margin and
are recorded by the Fund as unrealized gains or losses. When the contract
is closed, the Fund records a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the value
at the time it was closed.
(e) Leverage
The Fund may borrow money from and issue debt securities to banks, insurance
companies, and other lenders to obtain additional funds to invest in private
placement debt securities.
(f) Security Transactions and Investment Income
Security transactions are recorded on trade date. Realized gains and losses from
security transactions are reported on an identified-cost basis. Income and
expenses are recorded on the accrual basis. Premiums and discounts on
mortgage-backed securities are amortized and accreted into interest income using
the effective-yield method.
For federal income tax purposes at May 31, 2002, the cost of investments is
$205,720,926 and the appreciation and depreciation on investments and securities
sold short are $5,420,528 and $601,416, respectively.
22
(g) Federal Income Taxes
No provision for federal income or excise taxes is required since the Fund
intends to continue to qualify as a regulated investment company and distribute
all of its taxable income to its shareholders.
(h) Distributions to Shareholders
The Fund declares and distributes dividends quarterly from net investment income
and annually from net realized capital gains, if any, after offsetting
capital-loss carryovers.
(i) Reclassification of Capital Accounts
Accounting principles generally accepted in the United States of America require
that certain components of net assets be adjusted to reflect permanent
differences between financial and tax reporting. Accordingly, the current year's
permanent book/tax differences of $31,325 have been reclassified between paid-in
capital in excess of par and undistributed net investment income. These
reclassifications have no effect on net assets or net asset value per share.
(3) Securities Sold Short
The Fund maintains securities sold short that are shown as a liability in the
accompanying statements of assets and liabilities and are for hedging purposes
only. To settle this liability, the Fund would be required to purchase the
previously shorted securities at the prevailing market price. Securities are
sold short against purchases made prior to receiving a capital call. Upon
receiving the capital call the short security is repurchased at the prevailing
market price. These short sales may involve a level of risk in excess of the
liability recognized in the accompanying statements of assets and liabilities.
The extent of such risk cannot be quantified.
(4) Investment Management Agreement and Other Transactions with Affiliates
Access Capital Strategies LLC ("Access") serves as the Fund's Investment
Manager. Access is a registered investment adviser under the Investment Advisers
Act of 1940. As of May 31, 2002, the Federal National Mortgage Association
("Fannie Mae") through its affiliate, the FannieMae American Communities Fund,
holds 32% equity interest in Access. At May 31, 2002, the Fund held $152,816,629
in Fannie Mae mortgage-backed securities representing 82.7% of the Fund's net
assets.
Access is paid 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. Prior to June 1, 2001, Access was paid an
annual management fee of .50% of the Fund's monthly net assets. On March 1,
2001, Access entered into a sub-management agreement (the "Sub-Management
Agreement") with Merrill Lynch Investment Managers, L.P. ("MLIM"). Under the
Sub-Management Agreement, MLIM has assumed certain investment and administrative
duties of Access and for such services MLIM receives from Access an annual
sub-management fee paid quarterly at an annual rate of twenty-five basis points
(0.25%) of the Fund's average gross monthly assets, less accrued liabilities
other than indebtedness for borrowings. For the year ended May 31, 2002, MLIM
received $493,957 from Access. As of May 31, 2002, 29.3% of the Fund's
outstanding shares are owned by Merrill Lynch Community Development Corp., an
affiliate of MLIM.
23
Upon launch of the Fund, Access agreed to pay all organization and offering
costs of the Fund. In turn, the Fund is charged two basis points (0.02%) of the
Fund's average monthly net assets, paid quarterly, to reimburse Access up to the
amount of combined organizational and offering expenses. Since inception, Access
has incurred $78,508 in organizational and offering costs, $55,710 of which has
been reimbursed by the Fund, including $31,325 in 2002. In the event the
management agreement between Access and the Fund is terminated, the Fund will
have no obligation to continue to pay Access for non-reimbursed organization and
offering costs.
The Fund is also charged at an annual rate of up to six basis points (0.06%) of
the Fund's monthly net assets for custody, fund accounting services and other
operating expenses. To the extent such expenses exceed six basis points (0.06%)
of the Fund's total assets, they will be reimbursed by Access and MLIM.
Cumulative reimbursements of operating expenses by Access and MLIM through May
31, 2002 are $689,580, of which $36,578 has been repaid by the Fund. To the
extent that the Fund's operating expenses in a given fiscal year are less than
..06% of the Fund's average monthly net assets, the Fund will repay Access and
MLIM for operating expenses previously borne or reimbursed by Access and MLIM.
For certain issues purchased by the Fund, the issuer may pay a 100 basis point
(1%) structuring fee to the Fund. In the event that the Fund receives a
structuring fee from an issuer, Access charges the Fund an investment
structuring fee equal to 100 basis points (1%). For the year ended May 31, 2002,
the Fund received $0 in structuring fees from issuers and accordingly, the Fund
paid Access $0 in structuring fees.
Access maintains a shareholder account for each investor in the Fund. Investors
making a commitment to the Fund pay Access a one-time commitment fee of 25 basis
points (0.25%) of the commitment. During the year ended May 31, 2002, Access
received $170,500 in commitment fees, of which $76,250 was paid to FAM
Distributors, Inc., an affiliate of MLIM.
(5) Capital Share Transactions
The Fund has authorized 100,000,000 (adjusted to reflect a 10,000 for 1 stock
split that occurred on July 9, 2001) shares of $.0000001 par value common stock.
Shares issued and outstanding during the year ended May 31, 2002 increased by
13,281,102 as a result of a stock split, 4,547,425 as a result of shares sold
and 309,905 as a result of dividend reinvestment and during the year ended May
31, 2001 increased by 700 as a result of shares sold. At May 31, 2002, there
were 18,139,657 shares outstanding.
Investors withdrawing from the Fund receive the then current net asset value and
the total redemption proceeds are subject to 1% withdrawal fee. During the year
ended May 31, 2002, no withdrawals were made. Access charges withdrawal fees if
investors withdraw from the Fund within three years. After three years of
investment, no withdrawal fees are charged.
(6) Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended May 31,
2002 and May 31, 2001 was as follows:
5/31/2002 5/31/2001
--------- ---------
Distributions paid from:
Ordinary income $9,746,762 $3,957,576
---------- ----------
24
Total taxable distributions $9,746,762 $3,957,576
========== ==========
As of May 31, 2002, the components of accumulated earnings on a tax basis were
as follows:
Undistributed ordinary income - net $ 944,689
Undistributed long-term capital gains - net --
-----------
Total undistributed earnings - net 944,689
Capital loss carryforward (1,109,167) *
Unrealized gains - net 3,919,948**
-----------
Total accumulated earnings - net $ 3,755,470
===========
*On May 31, 2002, the Fund had a net capital loss carryforward of $1,109,167, of
which $16,310 expires in 2007, $137,249 expires in 2008, $644,962 expires in
2009 and $310,646 expires in 2010. This amount will be available to offset like
amounts of any future taxable gains.
**The difference between book-basis and tax-basis net unrealized gains is
attributable primarily to the tax deferral of losses on wash sales, the tax
deferral of losses on straddles, the realization for tax purposes of unrealized
gains (losses) on certain futures contracts and the deferral of post-October
capital losses for tax purposes.
(7) Securities Transactions
Purchases, sales and paydowns of investment securities (excluding purchases,
sales and maturities of short-term securities) were as follows for the year
ended May 31, 2002:
- --------------------------------------------------------------------------------------
Purchases Sales Paydowns
- --------- ----- --------
- --------------------------------------------------------------------------------------
$102,194,115 $599,063 $32,134,619
- --------------------------------------------------------------------------------------
The Fund had the following reverse repurchase agreements outstanding at May 31,
2002:
- ----------------------------------------------------------------------------------------------------------
Repurchase amount Counterparty Interest rate Maturity date
- ----------------- ------------ ------------- -------------
- ----------------------------------------------------------------------------------------------------------
$ 8,100,000 Credit Suisse First Boston 1.84% 6/17/02
- ----------------------------------------------------------------------------------------------------------
17,100,000 Credit Suisse First Boston 1.85% 6/17/02
- ----------------------------------------------------------------------------------------------------------
The average daily balance, weighted average interest rate and maximum amount
outstanding under these agreements for the year ended May 31, 2002 were as
follows:
- ---------------------------------------------------------------------------------------
Average daily Weighted average Maximum amount
- ------------- ---------------- --------------
balance outstanding interest rate outstanding
- ------------------- ------------- -----------
- ---------------------------------------------------------------------------------------
$18,729,128 2.42% $38,300,000
- ---------------------------------------------------------------------------------------
25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As described in the Fund's Annual Report or Form 10-K for the fiscal year ended
May 31, 2001, in June 2001 the Fund retained Deloitte & Touche LLP as the Fund's
independent auditor for the fiscal year ended May 31, 2002.
The selection of Deloitte & Touche LLP as the Fund's independent auditor for the
fiscal year ended May 31, 2002 was made, together with substantially concurrent
changes to the Fund's custodian and transfer agency arrangements, in connection
with the retention by Access of MLIM in March 2001 to provide certain investment
sub-advisory and administrative services to Access with respect to the Fund.
The retention of Deloitte & Touche LLP was unanimously approved by the Fund's
Board of Directors. The Board's Audit Committee, comprised of each Director of
the Fund that is not an "interested" Director, unanimously recommended that the
Board of Directors approve the retention of Deloitte & Touch LLP.
The Fund did not have any disagreement with its independent auditor for prior
fiscal years, KPMG LLP, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure.
26
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Fund's Board of Directors establishes and reviews policy for the management
of the Fund. A majority of the members of the Board of Directors, as required by
Section 56(a) of the 1940 Act, are disinterested. The Board meets no less
frequently than quarterly. The Board reviews and approves annually the contracts
between the Fund, Access, and any other affiliates of Access. Management is
responsible for all day-to-day business decisions regarding operations of the
Fund. Specifically, all decisions about buying and selling portfolio investments
are Management's responsibility. The Board reviews and considers the allocation
of actual investments as compared to the allocation indicated by investors'
Designated Target Regions.
At May 31, 2002, the Fund's Directors were:
- ------------------------------------------------------------------------------------------------------------------------------
Name, Age and Offices with the Fund Principal Occupation During At Least Past Five Years and Public
Directorships as of March 1, 2002
- ------------------------------------------------------------------------------------------------------------------------------
Stephen B. Swensrud, 68 Chairman of Fernwood Advisors (investment adviser) since 1996; Principal
Director since 2001 of Fernwood Associates (financial consultant) since 1975; Director and
Chairman, RPP Corporation, since 1999; Director, International Mobile
Communications, Inc. since 1999.
In addition, Mr. Swensrud is a director of 42 registered investment
companies consisting of 62 portfolios advised by Merrill Lynch Investment
Managers, L.P. or its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------
M. Colyer Crum, 69 James R. Williston Professor of Investment Management Emeritus, Harvard
Director since 2001 Business School since 1996; James R. Williston Professor of Investment
Management, Harvard Business School, from 1971 to 1996; director of
Cambridge Bancorp.
In addition, Mr. Crum is a Director of 23 registered investment companies
consisting of 39 portfolios advised by Merrill Lynch Investment Managers,
L.P. or its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------
Terry K. Glenn*, 61 Executive Vice President of Merrill Lynch Investment Managers, L.P. and
Director since 2001 Fund Asset Management, L.P. since 1983; Executive Vice President and
Director of Princeton Services, Inc. since 1993; President of FAM
Distributors, Inc. since 1986 and Director thereof since 1991; President
of Princeton Administrators, L.P. since 1988.
In addition, Mr. Glenn is President of and a Director of substantially all
investment companies advised by Merrill Lynch Investment Managers, L.P. or
its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------
Peter J. Blampied, 59 President, Corcoran Management Company, a real estate firm since 1998.
Director since 1997 Vice Chairman Citizens Bank of Massachusetts (1993-94). Chairman,
President & CEO Boston Five Bancorp (1989-1993).
In addition Mr. Blampied is a director of A.W. Perry, Inv. (1998-present)
and Environmental Power Corp. (1998-present) and a Trustee of Northeast
Investors Trust (2000-present).
- ------------------------------------------------------------------------------------------------------------------------------
Ronald A. Homer*, 55 CEO & Co-Managing Member, Access Capital Strategies LLC (the Manager)
Director since 1997 since 1997. President & CEO Boston Bank of Commerce (1983-1996).
In addition Mr. Homer is a Director of Sallie Mae (GSE).
- ------------------------------------------------------------------------------------------------------------------------------
Kevin J. Mulvaney, 53 President, Strategic Advisors Group, a management-consulting firm since
Director since 1997 1997. Formerly President of DRI/McGraw Hill (1994-97). Executive Vice
President Bank of Boston (prior to 1993).
- ------------------------------------------------------------------------------------------------------------------------------
27
*An "interested" Director.
Officers
The officers of the Fund are elected by and serve at the pleasure of
the Board of Directors of the Fund. At May 31, 2002, the officers of the Fund
were:
Name (Age) Position Other Affiliation
- ---------- -------- ------------------
Ronald A. Homer (55) Chairman (since 1997) CEO & Co-Managing Member, Access Capital
Strategies LLC
David F. Sand (45) CEO (since 1997) President & Co-Managing Member, Access
Capital Strategies LLC
David W. Clayton (35) Secretary (since 2001) Vice President - Legal Advisory, Merrill
Lynch Investment Managers, L.P.
The business backgrounds not shown above of the Fund's directors and
officers are as follows:
Name Employers (prior 5 years) Industry Job Description
---- ------------------------- -------- ---------------
David F. Sand Access Capital Strategies Investment Adviser President & Co-Managing Member
LLC (1997-present)
Investment Adviser CIO & CEO (prior to 1997)
Access Capital Strategies InvestmentBanking President (prior to 1995)
Corp. Investment Banking Managing Director (prior to 1994)
Commonwealth Capital
Strategies
Commonwealth Capital
Partners
David W. Milbank Tweed Hadley & Legal Attorney (1997-2000)
Clayton McCloy
Blake, Cassels & Graydon Legal Attorney (1995-1997)
ITEM 11. EXECUTIVE COMPENSATION
The Fund pays no compensation to its officers who are "interested persons" (as
defined in the 1940 Act) of the Fund or to its directors who are officers,
directors or employees of Access, MLIM or any "affiliated person" (as defined in
the 1940 Act) of Access or MLIM. The Fund's disinterested directors received
$2,000 per meeting. There were 4 meetings during the reporting period. Such
directors also are reimbursed by the Fund for their expenses in attending
meetings of the Board or any committee thereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Owners:
At May 31, 2002, Merrill Lynch Community Development Corp. owned 29.3%, Fleet
Boston 9.49%, Amalgamated Bank of New York 5.8% and JP Morgan Chase Community
Development Corp. 5.5% of the Fund's outstanding Shares.
Management:
Access Capital Strategies LLC, the manager of the Fund, owned 94.3 Fund Shares
at May 31, 2002,
28
representing less than 0.1% of the Fund's outstanding Shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Fund may invest in securities guaranteed and issued by the Federal National
Mortgage Association ("FannieMae"). An affiliate of FannieMae is an investor in
Access Capital Strategies LLC, the Fund's manager. The Fund Directors have
adopted policies and procedures to govern the direct purchase of FannieMae
mortgage-backed securities by the Fund from the FannieMae Customer Service
Trading Desk.
At May 31, 2002, the Fund owned $152.8 million in FannieMae mortgage-backed
securities representing 82.7% of the Fund's net assets.
29
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
(a)(1) The following financial statements are incorporated by reference into the
Fund's Annual Reports on Form 10-K for the fiscal years ended May 31, 2001 and
May 31, 2000.
Statements of Assets and Liabilities as of May 31, 2001 and 2000
Statements of Operations for the fiscal year ended May 31, 2001 and the fiscal
year ended May 31, 2000
Statements of Changes in Net Assets for the fiscal year ended May 31, 2001 and
the fiscal year ended May 31, 2000
Notes to Financial Statements
Independent Auditors' Report
(a)(2) All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are omitted
because of the absence of conditions under which they are required or because
the required information is included in the financial statements and related
notes thereto.
(a)(3) The following exhibits are included as part of this Form 10-K.
Exhibit No. Exhibit
23. Consent Independent Public Accountants (to be filed
separately)
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any pending legal proceedings.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports
The following Exhibits are filed as part of this Report:
(a) (1) N/A
(2) None
(3) (i) Articles of Incorporation are incorporated by
reference from an exhibit filed on Form 10-Q for
the period ended August 31, 1998.
(ii) By-Laws are incorporated by reference from an
exhibit filed on Form 10-Q for the period ended
August 31, 1998.
(4) N/A
(5) N/A
(8) N/A
(9) None
(10) (i) Private Offering Memorandum is incorporated by
reference from an exhibit filed on Form 10-K for the
period ended May 31, 2001.
(iii)(A) Management Agreement is incorporated by reference
from an exhibit filed on Form 10-Q for the period
ended August 31, 1998.
(11) N/A
(12) N/A
(13) N/A
(15) N/A
(16) None
(17) N/A
(18) None
(19) N/A
(20) N/A
(21) None
(22) None
(23) Consent of Independent Public Accountants (to be
filed separately)
(24) Powers of Attorney filed herewith.
(25) N/A
(26) N/A
(27) N/A
(b) Reports on Form 8-K
None.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: 8/29/02 Access Capital Strategies Community
Investment Fund, Inc.
*/S/ Ronald A. Homer
-----------------------------------------
Ronald A. Homer, Chairman
Date: 8/29/02 */S/ Kevin J. Mulvaney
-----------------------------------------
Kevin J. Mulavney, Director
Date: 8/29/02 */S/ Peter Blampied
-----------------------------------------
Peter Blampied, Director
Date: 8/29/02 */S/ M. Colyer Crum
-----------------------------------------
M. Colyer Crum, Director
Date: 8/29/02 */S/ Terry K. Glenn
-----------------------------------------
Terry K. Glenn, Director
Date: 8/29/02 */S/ Stephen B. Swensrud
-----------------------------------------
Stephen B. Swensrud, Director
Date: 8/29/02 */S/ David F. Sand
-----------------------------------------
David F. Sand, Chief Executive Officer
and Principal Financial Officer
* Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney attached hereto.
By: /S/ Brant K. Brown
--------------------------
Brant K. Brown
Attorney-In-Fact
32
CERTIFICATION OF PERIODIC REPORT
I, David F. Sand, Chief Executive Officer and Principal Financial Officer
of Access Capital Strategies Community Investment Fund, Inc. (the "Fund"),
certify, pursuant to Section 906 of the Sarbanes - Oxley Act of 202, 18 U.S.C.
Section 1350, that:
(1) the Annual Report on Form 10-K of the Fund for the fiscal year ended
May 31, 2002, as filed with the Securities and Exchange Commission or
the date hereof (the "Annual Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended; and
(2) the information contained in the Annual Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.
/s/ David F. Sand
-----------------------------------
David F. Sand
Chief Executive Officer and
Principal Financial Officer
Dated: August 29, 2002
33