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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, 1999
COMMISSION FILE NUMBER: 814-143
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC./MA
(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 [ ] No [X]
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, too
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
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ACCESS CAPITAL COMMUNITY INVESTMENT FUND, INC.
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PAGE
----
Item 1. DESCRIPTION OF BUSINESS ......................................... 3
Item 2. PROPERTIES....................................................... 3
Item 3. LEGAL PROCEEDINGS................................................ 3
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............. 3
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS................................... 3
Item 6. SELECTED FINANCIAL DATA................ ......................... 4
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................... 4
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................... 7
Item 8. FINANCIAL STATEMENTS............................................. 9
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE........................... 17
PART III
PAGE
----
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT................... 17
Item 11. EXECUTIVE COMPENSATION........................................... 18
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT................................................. 18
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 19
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS........................................................ 19
SIGNATURES....................................................... 22
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ITEM 1: DESCRIPTION OF BUSINESS
The 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 initial 10-K Annual Report for
the Fund and covers fiscal year 1999: June 23, 1998 to May 31, 1999.
The Fund is a non-diversified closed-end management company electing status as a
business development company. The Fund is structured to provide a secondary
market for special securities created to meet certain aspects of the Community
Reinvestment Act ("CRA"). Investors in the Fund must designate a particular
geography within the United States as part of their agreement to purchase Fund
shares. The Fund's Manager, Access Capital Strategies LLC ("Access"), agrees to
invest only in areas where Fund shareholders have made targeted designations. In
addition to their geographic specificity, Fund investments must be of U.S.
Government Agency or AAA credit quality.
Access Capital Strategies LLC ("Access") serves as investment manager. Access is
a registered investment advisor under the Investment Advisors Act of 1940
("Investment Advisors Act") As of May 31,1999, the Federal National Mortgage
Association ("Fannie Mae") through its affiliate the Fannie Mae American
Communities Fund held an 18.6% equity interest in Access. At May 31, 1999, the
Fund held $11.9 million in Fannie Mae mortgage-backed securities representing
46.8% 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
our knowledge there is no other CRA qualified fund in existence that offers the
same risk parameters as this 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, 1999 with $25,442,776 in assets and
256.248 shares owned by eight Fund investors. The Net Asset Value per share was
$99,288.88 and the Fund's total return from inception to May 31, 1999 was 3.17%.
More information on the Fund is contained in the attached Private Offering
Memorandum and 1999 audited Annual Report.
ITEM 2: PROPERTIES
N/A
ITEM 3. LEGAL PROCEEDINGS
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
3
4
a) The Fund issues common stock exclusively for which there is no
established public trading market.
b) At May 31, 1999 the Fund had eight shareholders and 256.248 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. 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 $3,888.07 were paid as follows from
inception of the Fund on June 23, 1998 through May 31, 1999:
Record Date Pay date Dividend per share
30-Sep-98 19-Oct-98 1,389.71
23-Dec-98 23-Dec-98 1,270.46
31-Mar-99 13-Apr-99 1,227.90
There was no capital gain distribution for the fiscal year ended May 31, 1999.
ITEM 6: SELECTED FINANCIAL DATA
Financial Highlights for the period from June 23, 1998 (Commencement of
Operations) to May 31, 1999
- -----------------------------------------------------------------------------------------------------------------------------
Period from June 23, 1998 (Commencement of Operations) to May 31, 1999
- -----------------------------------------------------------------------------------------------------------------------------
SEC Current Yield at end of period 5.46%
- -----------------------------------------------------------------------------------------------------------------------------
Annualized ratio of net investment income 5.03%
to average net assets
- -----------------------------------------------------------------------------------------------------------------------------
Total return 3.17%
- -----------------------------------------------------------------------------------------------------------------------------
Dividends per share $3,888.07
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income $1,218,785
- -----------------------------------------------------------------------------------------------------------------------------
Net realized loss on investments -74,875
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized Gain/Loss -329,661
- -----------------------------------------------------------------------------------------------------------------------------
Management Fees and Expenses $140,514
- -----------------------------------------------------------------------------------------------------------------------------
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Access Capital Strategies Community Investment Fund, Inc. (the "Fund") is a
non-diversified closed-end management company electing status as a business
development company. The Fund is structured to provide a secondary market for
special securities created to meet certain aspects of the Community Reinvestment
Act ("CRA"). Investors in the Fund must designate a particular geography within
the United States as part of their agreement to purchase Fund shares. The Fund's
Manager, Access Capital Strategies LLC ("Access"), agrees to invest only in
areas where Fund shareholders have made targeted designations. In addition to
their geographic specificity, Fund investments must be of U.S. Government Agency
or AAA credit quality and must support Community Reinvestment Activity.
COMPLIANCE
To qualify as a Regulated Investment Company, 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 period ended May 31, 1999.
FUND OPERATIONS
INVESTMENT ACTIVITY
During the period June 23, 1998 to May 31, 1999, the Fund purchased $38.4
million of twelve CRA securities at yields-to-maturity ranging from 6.5% to 6.6%
The Fund sold $9,000,000 of a security for a loss of $18,132. An additional
$56,743 of realized losses occurred as a result of principal paydowns.
The Fund is permitted to use leverage in its investment program. There was no
use of leverage in the period ended May 31, 1999.
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6
NET ASSETS AND FUND HOLDINGS AT MAY 31, 1999
At May 31, 1999 Net Assets were $25.4 million or $99,288.88 per share.
At May 31, 1999 the Fund's primary investments were:
1 State Street Bank repurchase agreement $699,076
1 Federal Home Loan Mortgage Corp. Adjustable Rate Mortgage Backed Security
$12.3 million
11 Federal National Mortgage Assn. Fixed Rate Mortgage Backed Securities $11.9
million
INVESTMENT INCOME
The Fund had investment income net of all fees (as discussed below) of $1.22
million for the period ended May 31, 1999.
MANAGEMENT FEES AND EXPENSES
Access Capital Strategies LLC, the Fund's Manager 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.
Access pays all expenses incurred for the organization and operation of the
Fund, including Custody of Fund assets. Access is reimbursed for these expenses
up to a total of eight basis points (0.08%) of the Fund's monthly net assets;
three basis points (0.03%) of the Fund's monthly net assets for Custody; three
basis points (0.03%) of the Fund's monthly net assets for Administration; and
two basis points (0.02%) of the Fund's monthly net assets as reimbursement for
organizational expenses.
For the period ended May 31, 1999 the Management Fees were $121,133 and the
combined reimbursement of operating expenses was $19,381.
YIELD
For the period ended May 31, 1999 the annualized ratio of net investment income
to average net assets was 5.03%.
At May 31, 1999 the SEC current yield was 5.46%.
REALIZED GAIN/LOSS
For the period ended May 31, 1999 the realized loss was $74,975. Of these losses
$18,132 were due to sales of Fund investments and the balance were experienced
when the Fund received principal paydowns at par for securities that were
purchased at a premium.
DIVIDENDS PAID
During the period ended May 31, 1999 the Fund distributed dividends of $3,888.07
per share.
6
7
FUND DESIGNATED TARGET REGIONS AT MAY 31, 1999
The Fund's Designated Target Regions ("DTRs") are provided by Fund shareholders
at the time of investment. At May 31, 1999 DTRs were:
-----------------------------------------------------------
DTRS AMOUNT
-----------------------------------------------------------
Boston & Cambridge, MA $500,000
-----------------------------------------------------------
Massachusetts 8,000,000
-----------------------------------------------------------
New England 17,123,838
-----------------------------------------------------------
TOTAL $25,623,838
-----------------------------------------------------------
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, 1999 the Fund's investments made loans to 406 homebuyers with incomes
below 80% of median income from the following states in the following numbers.
Massachusetts 300
Connecticut 31
Rhode Island 75
----
406
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 Agency or
AAA credit quality. Fund investments will typically have one or more form of
credit enhancement. All risk of default will be borne by the credit enhancer.
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.
7
8
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.
Market Risk Associated with Fund portfolio holdings at May 31, 1999:
- --------------------------------------------------------------------------------------------------------------------------
Investments (at market) Variable Rate Fixed Rate
- --------------------------------------------------------------------------------------------------------------------------
Maturities less than 1 year - $699,076.45 State Street repurchase agreement
- --------------------------------------------------------------------------------------------------------------------------
Maturities (or weighted average lives) $12,331,571.46 Fed Home Loan Adjustable Rate MBS
greater than 1 year less than 7
- --------------------------------------------------------------------------------------------------------------------------
Maturities (or weighted average lives) - $1,655,142.82 FannieMae 6% MBS
greater than 7 year less than 10 $8,223,380.82 FannieMae 6 1/2% MBS
$2,017,743.43 Fannie Mae 6.84% MBS
- --------------------------------------------------------------------------------------------------------------------------
Maturities (or weighted average lives) - -
greater than 10 years
- --------------------------------------------------------------------------------------------------------------------------
TOTAL
$24,926,915
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Borrowings Variable Rate Fixed Rate
- --------------------------------------------------------------------------------------------------------------------------
Maturities less than 1 year - -
- --------------------------------------------------------------------------------------------------------------------------
8
9
- --------------------------------------------------------------------------------------------------------------------------
Maturities (or weighted average lives) greater than 1 year less than 7 - -
- --------------------------------------------------------------------------------------------------------------------------
Maturities (or weighted average lives) greater than 7 year less than 10 - -
- --------------------------------------------------------------------------------------------------------------------------
Maturities (or weighted average lives) greater than 10 years - -
- --------------------------------------------------------------------------------------------------------------------------
All Fund activities occur in U.S. dollars.
9
10
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of
Access Capital Strategies Community Investment Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of Access
Capital Strategies Community Investment Fund, Inc., including the schedule of
investments as of May 31, 1999 and the related statements of operations, changes
in net assets and the financial highlights for the period from June 23, 1998
(commencement of operations) to May 31, 1999. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
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, 1999 by
correspondence with the custodian. Our 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, 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, 1999, the
results of its operations, changes in its net assets and the financial
highlights for the period from June 23, 1998 (commencement of operations) to May
31, 1999 in conformity with generally accepted accounting principles.
/s/ KPMG LLP
Boston, Massachusetts
July 8, 1999
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11
ACCESS CAPITAL STRATEGIES
COMMUNITY INVESTMENT FUND, INC.
Schedule of Investments
May 31, 1999
PERCENT
OF NET PRINCIPAL MARKET
ASSETS AMOUNT VALUE
----------------------------------------
MORTGAGE-BACKED SECURITIES: 95.3%
Federal National Mortgage Association: 46.8%
6.84%, 3,01/27 $1,999,825 $2,017,744
6.50%, 3/01/29 1,345,721 1,310,575
6.00%, 4/01/29 776,876 736,819
6.50%, 4/01/29 2,585,934 2,518,548
6.00%, 5/01/29 953,166 918,326
6.50%, 5/01/29 4,435,820 4,394,256
Federal Home Loan Mortgage Corporation ARM: 48.5%
6.10%, 12/01/27 12,348,934 12,331,571
-------------
Total mortgage-backed securities 24,227,839
-------------
REPURCHASE AGREEMENT:
State Street Bank Repurchase Agreement 3.50%,
dated 5/25/99, due 6/1/99, maturity value $699,552
(cost $699,076), collateralized by USTN, 5.25%, 01/31/01
market value $716,456 2.7% 699,076 699,076
----------- -------------
TOTAL INVESTMENTS (cost $25,256,576) 98.0% 24,926,915
OTHER ASSETS AND LIABILITIES 2.0% 515,861
----------- -------------
Net assets 100.00% 25,442,776
=========== =============
ARM - Adjustable rate mortgage security. The rate shown is the current rate in
effect at May 31, 1999.
See accompanying notes to financial statements.
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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1999
Assets:
Investments, at market value (cost:$25,256,576) $ 24,926,915
Interest Receivable 540,615
------------
Total Assets: 25,467,530
------------
Liabilities:
Accrued expenses 24,754
------------
Total Liabilities 24,754
------------
Net Assets $ 25,442,776
============
Net Assets represented by:
Additional paid-in capital $ 25,624,837
Accumulated undistributed net investment income 222,475
Accumulated net realized loss (74,875)
Net unrealized depreciation on investments (329,661)
------------
Net assets $ 25,442,776
============
Net asset value per share $ 99,288.88
Shares outstanding 256.248
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
STATEMENT OF OPERATIONS
JUNE 23, 1998 (COMMENCEMENT OF OPERATIONS) TO MAY 31, 1999
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
- ------------------------------------------------------------------------------
Interest $1,359,299
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------
Administrative fee $7,268
- ------------------------------------------------------------------------------
Management fee $121,133
- ------------------------------------------------------------------------------
Custody fee $7,268
- ------------------------------------------------------------------------------
Organizational expense reimbursement fee $4,845
- ------------------------------------------------------------------------------
TOTAL EXPENSES $140,514
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NET INVESTMENT INCOME $1,218,785
- ------------------------------------------------------------------------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
- ------------------------------------------------------------------------------
Net realized loss on investments -74,875
- ------------------------------------------------------------------------------
Change in unrealized depreciation of investments -329,661
- ------------------------------------------------------------------------------
Net realized and unrealized loss on investments -404,536
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $814,249
- ------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
JUNE 23, 1998 (COMMENCEMENT OF OPERATIONS) TO MAY 31, 1999
- ------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------
Operations:
- ------------------------------------------------------------------------------
Net investment income $1,218,785
- ------------------------------------------------------------------------------
Net realized loss on investments -74,875
- ------------------------------------------------------------------------------
Change in unrealized depreciation of investments -329,661
- ------------------------------------------------------------------------------
Increase in net assets resulting from operations 814,249
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
- ------------------------------------------------------------------------------
Net investment income -996,310
- ------------------------------------------------------------------------------
Total distribution to shareholders -996,310
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
- ------------------------------------------------------------------------------
Proceeds from sale of shares $34,124,836
- ------------------------------------------------------------------------------
Shares redeemed -8,499,999
- ------------------------------------------------------------------------------
Change in net assets resulting from capital share transactions $25,624,837
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Increase (decrease) in net assets $25,442,776
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Net assets at beginning of period 0
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NET ASSETS AT END OF PERIOD $25,442,776
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Accumulated undistributed net investment income $222,475
- ------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
FINANCIAL HIGHLIGHTS
JUNE 23, 1998 (COMMENCEMENT OF OPERATIONS) TO MAY 31, 1999
- ------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
- ------------------------------------------------------------------------------
Net asset value beginning of period $ 100,000.00
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- ------------------------------------------------------------------------------
Net investment income $4,756.27
- ------------------------------------------------------------------------------
Net realized and unrealized loss on investments (1,579.32)
- ------------------------------------------------------------------------------
Total from investment operations $3,176.95
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Less distributions from net investment income $3,888.07
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Net asset value end of period $ 99,288.88
- ------------------------------------------------------------------------------
Net Assets, at end of period ($Millions) 25.4
- ------------------------------------------------------------------------------
Ratio of expenses to Average Net Assets 0.58%(a)
- ------------------------------------------------------------------------------
Ratio of Net Investment Income to Average Net Assets 5.03%(a)
- ------------------------------------------------------------------------------
Total return for period 3.17%
- ------------------------------------------------------------------------------
Portfolio turnover 29%
- ------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
(a) Annualized
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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1999
(1) ORGANIZATION
Access Capital Strategies Community Investment Fund, Inc. ("Fund"), a Maryland
Corporation, is organized as a non-diversified closed-end management investment
company electing status as a business development company ("BDC") under the
Investment Company Act of 1940 ("1940 Act"). The Fund commenced operations on
June 23, 1998.
The Fund's investment objective is to invest in geographically specific private
placement debt securities specifically designed to support underlying economic
activities such as affordable housing, education, small business lending, and
community development.
(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 generally accepted accounting principles, which
require management to make estimates, and assumptions that affect 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, are valued at the mean between their
latest bid and asked quotations in such principal market. If
no such bid and asked prices are available, then the
securities are valued in good faith at their respective fair
market values using methods determined by the or under the
supervision of the Board of Directors of the Fund. This
includes the use of proprietary pricing models for
mortgage-backed securities, mortgage-related, asset-backed and
other debt related instruments, which take into consideration
transactions in comparable securities and various
relationships among securities and their yield to maturity.
Portfolio securities with a remaining maturity of 60 days or
less are valued at their amortized cost, which approximates
market value.
(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
16
17
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.
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 to be
creditworthy pursuant to guidelines established by the
Directors. Risk may arise from potential inability of counter
parties 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) 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 into interest income using the
effective-yield method.
For federal income tax purposes at May 31, 1999, the cost of
investments is $25,256,576 and the appreciation and
depreciation on investments are $0 and $329,661 respectively.
(d) 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.
(e) RECLASSIFICATION OF CAPITAL ACCOUNTS
Distributions are determined in accordance with income tax
regulations, which may differ from generally accepted
accounting principles. Accordingly, periodic reclassifications
are made within the Fund's capital accounts to reflect income
and gains available for distribution under income tax
regulations.
(f) 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.
(3) INVESTMENT MANAGEMENT AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Access Capital Strategies LLC ("Access") serves as an Investment
Manager. Access is a registered investment adviser under the Investment
Advisers Act 1940 ("Investment Advisers Act"). As of May 31, 1999, the
Federal National Mortgage Association ("Fannie Mae") holds an 18.6%
equity interest in Access. At May 31, 1999 the Fund held $11,896,268 in
Fannie Mae mortgage-backed securities representing 46.8% of the Fund's
net assets.
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18
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.
Under the terms of the management agreement, Access has agreed to pay
all operating expenses of the Fund. In turn, Access charges the Fund a
fee equal to the lesser of three basis points (0.03%) of average
monthly net assets, paid quarterly, or cumulative administrative
expenses incurred by Access less cumulative administrative expenses
reimbursed by the Fund. For the period June 23, 1998 to May 31, 1999,
Access incurred $90,612 in administrative expenses and the Fund
reimbursed Access $7,268 for such expenses. 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
administrative expenses.
Upon closing 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. For the period from June 23,1998
to May 31, 1999, Access incurred $78,508 in organizational expenses and
the Fund reimbursed Access $4,485 for such expenses. 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.
Also, the Fund is charged three basis points (0.03%) of the Fund's
monthly net assets for custody and fund accounting services.
For certain issues purchased by the Fund, the issuer may pay a 100
basis point (1%) structuring fee to the Fund. For the period from June
23, 1998 to May 31, 1999, the Fund received $0 in structuring fees from
issuers. In the event that the Fund receives a structuring fee from an
issuer, Access charges the Fund an investment-structuring fee equal to
basis points 100 basis points (1%). For the period from June 23, 1998
to May 31, 1999, 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 twenty-five-basis points (.25%) of their commitment.
During the period from June 23, 1998 to May 31, 1999, Access received
$62,500 in commitment fees net of $21,250 in reimbursements.
(4) CAPITAL SHARE TRANSACTIONS
The Fund has authorized 10,000 shares of $.01 par value common stock.
At May 31, 1999, there were 340.386 shares issued and 256.250 shares
outstanding.
Investors withdrawing from the Fund receive the then current net asset
value redeemed, and the total redemption proceeds are subject to 1%
withdrawal fee. During the period from June 23, 1998 to May 31, 1999,
Access waived all withdrawal fees.
(5) CAPITAL LOSS CARRY FORWARD
For federal income tax purposes, the Fund had capital loss carryovers
at May 31, 1999 of $16,310 which, if not offset by subsequent capital
gains will expire in 2007. It is unlikely that the Board of
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Directors will authorize a distribution of any net realized capital
gains until the available capital loss carryover has been offset or
expired.
(6) YEAR 2000 (UNAUDITED)
The Fund receives services from a number of providers, which rely on
the effective functioning of their respective systems and the systems
of others to perform those services. It is generally recognized that
certain systems in use today may not be able to perform their intended
functions adequately after 1999 because of the inability of computer
software to distinguish the year 2000 from the year 1900. Access is
taking steps that it believes are reasonably designed to address this
potential "Year 2000" problem and to obtain satisfactory assurances
that comparable steps are being taken by the Fund's other major service
providers. There can be no assurance, however, that these steps will be
sufficient to avoid any adverse impact on the Fund from this problem.
This report covers the activity from June 23, 1998 (Commencement of Operations)
to May 31, 1999.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Fund's Board of Directors will establish and review policy for the
management of the Fund. A majority of the members of the Board, as required by
Section 56(a) of the 1940 Act, are disinterested. The Board will meet no less
frequently than quarterly. The Board will review and approve annually the
contracts between the Fund, Access, and any other affiliates of Access.
Management will be responsible for all day-to-day business decisions regarding
operations of the Fund. Specifically, all decisions about buying and selling
portfolio investments will be Management's responsibility. The Board will review
and consider the allocation of actual investments as compared to the allocation
indicated by investors' Designated Target Regions.
At May 31, 1999, the Fund's Directors were:
NAME AGE POSITION OTHER AFFILIATION OTHER BOARDS
Peter J. Blampied 55 Director Former Chairman, President & CEO of Northeast Investors Trust, Environmental
Boston Five Bancorp. Power Corp, A.W. Perry, Inc. and The
Nellie Mae Foundation
Ronald A. Homer* 50 Director CEO & Co-Managing Member, Access Nellie Mae Corp
Capital Strategies LLC.
Kevin J. Mulvaney 49 Director President, Strategic Advisors Group. NellieMae Corp (emeritus), PNC Bank, New
Formerly president of DRI/McGraw-Hill England
and executive vice president of
*An "interested" Director.
OFFICERS
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At May 31, 1999, the officers of the Fund were:
NAME POSITION OTHER AFFILIATION OFFICER SINCE
- ---- -------- ----------------- -------------
Ronald A. Homer Chairman CEO & Co-Managing Member, Access 1998
Capital Strategies LLC
David F. Sand CEO President & Co-Managing Member, 1998
Access Capital Strategies LLC
Barbara J. Paige Senior Vice President Vice President, Access Capital 1998
Strategies LLC
The business backgrounds of the Fund's directors and officers are as
follows:
Name Employers(5 years) Industry Job Description
- ---- ------------------ -------- ---------------
Ronald A. Homer Access Capital Strategies LLC Investment Advisor CEO & Co-Managing Member
Boston Bank of Commerce Banking President & CEO (1983-1996)
Peter J. Independent Management Management Consultant (1993-1997)
Blampied Boston Five Bancorp. Consulting Former Chairman, President and
Banking CEO (prior to 1993)
Kevin J. Strategic Advisors Group Management Consulting President (4/97 - present)
Mulvaney DRI/McGraw Hill Econometrics Publishing President (1994 - 1997)
Bank of Boston Banking Executive Vice President and
Group Executive National Banking
(prior to 1993)
David F. Sand Access Capital Strategies LLC Investment Adviser President & Co-Managing Member
(1997 - present)
Access Capital Strategies Corp. Investment Adviser CIO & CEO (prior to 1997)
Commonwealth Capital Strategies Investment Banking President (prior to 1995)
Commonwealth Capital Partners Investment Banking Managing Director (prior to 1994)
Barbara J. Paige Access Capital Strategies LLC Investment Adviser Vice President (1997 - present)
Initiative for a Competitive Business Development Executive Director (1995 - 1996)
Inner City
Office of Management & Budget Government Special Assistant to the Director (1993 - 1994)
TIAA/CREF Pension & Investments Investment Officer (1982-1993)
ITEM 11. EXECUTIVE COMPENSATION
The Fund will pay no compensation to its officers who are "interested persons"
(as defined in the 1940 Act) of the Manager or to its directors who are
officers, directors or employees of Access or any "affiliated person" thereof
(as defined in the 1940 Act). The Fund's disinterested directors received $2,000
per meeting. There were 4 meetings during the reporting period. Such directors
also will be reimbursed by the Fund for their expenses in attending meetings of
the Board or any committee thereof.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Owners:
At May 31, 1999 BankBoston owned 67.1% and Middlesex Savings Bank owned 19.3% of
Fund shares outstanding.
Management:
Access Capital Strategies LLC, the Manager of the Fund, owned 0.10 Fund shares
at May 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Fund may invest in securities guaranteed and issued by FannieMae. An
affiliate of FannieMae is an investor in Access Capital Strategies LLC, the Fund
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, 1999 the Fund owned $11.9 million in FannieMae mortgage-backed
securities representing 46.8% of the Fund's net assets.
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
(a)(1) The following financial statements are incorporated by reference from
Item 8 hereof:
Statements of Assets and Liabilities as of May 31, 1999
Statements of Operations for the period June 23, 1998 (Commencement of
Operations) to May 31, 1999
Statements of Changes in Net Assets for period June 23, 1998 (Commencement of
Operations) to May 31, 1999
Financial Highlights for period June 23, 1998 (Commencement of Operations) to
May 31, 1999
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 Exhibit
No.
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23. Consent of Independent Public Accountants
27. Financial Data Schedule
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) Incorporated by reference from an exhibit in Form 10-Q
for the period ended August 31, 1998
(ii) Incorporated by reference from an exhibit in Form 10-Q
for the period ended August 31, 1998
(4) N/A
(5) N/A
(8) N/A
(9) None
(10) (i) Incorporated by reference from an exhibit in Form 10-Q
for the period ended August 31, 1998
(iii) (A) Incorporated by reference from an exhibit in 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
(24) None
(25) N/A
(26) N/A
(27) Financial Data Schedule
(b) Reports on Form 8-K
None.
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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.
Access Capital Strategies Community Investment Fund, Inc.
Date: December 18, 2000 /S/ RONALD A. HOMER
-----------------------------------------
Ronald A. Homer, Chairman
Date: December 18, 2000 /S/ KEVIN J. MULVANEY
-----------------------------------------
Kevin J. Mulvaney, Director
Date: December 18, 2000 /S/ PETER BLAMPIED
-----------------------------------------
Peter Blampied, Director
Date: December 18, 2000 /S/ DAVID F. SAND
-----------------------------------------
David F. Sand, Chief Executive Officer,
Principal Financial Officer, Principal Accounting
Officer
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