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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

 

FORM 10-Q

 


 

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended August 31, 2004

 

Or

 

¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from              to             

 

Commission File No. 817-00807

 


 

Access Capital Strategies Community Investment Fund, Inc.

(Exact name of registrant as specified in its charter)

 


 

Maryland   04-3369393

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

(Address of principal executive offices) (Zip Code)

 

617-576-5858

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant has been 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 whether the registrant is an accelerated filer (as defined in Rule 126-2 of the Exchange Act):    Yes  x    No  ¨

 

The registrant had 116 shareholders and 37,087,261 shares of common stock outstanding as of August 31, 2004.

 

Access Capital Strategies Community Investment Fund, Inc.

August 31, 2004 Form 10-Q Quarterly Report

 



Table of Contents

TABLE OF CONTENTS

 

             PAGE

PART I.

  FINANCIAL INFORMATION     
   

Item 1.

  Condensed Financial Statements     
        Condensed Statements of Assets and Liabilities August 31, 2004 (unaudited), May 31, 2004    3
        Condensed Statements of Operations (unaudited) Three months ended August 31, 2004 and 2003    4
        Condensed Statements of Changes in Net Assets (unaudited) Three months ended August 31, 2004 and 2003    5
        Condensed Statements of Cash Flows (unaudited) Three months ended August 31, 2004 and 2003    6
        Financial Highlights Three months ended August 31, 2004 (unaudited) and 2003 (unaudited) and years ended May 31, 2004 and 2003    7
        Schedule of Investments (unaudited) August 31, 2004    8
        Notes to Condensed Financial Statements (unaudited)    11
   

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    12
   

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk    20
   

Item 4.

  Controls and Procedures    21

PART II.

  OTHER INFORMATION    22
   

Item 1.

  Legal proceedings    22
   

Item 2.

  Changes in securities    22
   

Item 3.

  Defaults upon senior securities    22
   

Item 4.

  Submission of matters to a vote of security holders    22
   

Item 5.

  Other information    22
   

Item 6.

  Exhibits and reports    22
   

Signatures

   23
   

Certification

    

 

2


Table of Contents

Access Capital Strategies Community Investment Fund, Inc.

 

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES

 

     August 31, 2004
(unaudited)


    May 31, 2004

 

Assets:

                

Investments, at value*

   $ 442,226,223     $ 398,567,401  

Cash

     —         —    

Receivables:

                

Capital shares sold

     10,300,000       14,785,251  

Interest

     1,898,657       1,776,197  

Principal paydowns

     —         370,198  

Variation margin

     —         191,468  

Prepaid expenses and other assets

     270       270  
    


 


Total assets

     454,425,150       415,690,785  
    


 


Liabilities:

                

Payables:

                

Reverse repurchase agreements (including accrued interest of $39,857 and $17,180, respectively)

     67,939,857       51,117,180  

Securities purchased

     19,002,576       15,485,800  

Dividends to shareholders

     1,106,968       1,310,503  

Custodian bank

     271,143       956,797  

Investment advisor

     15,051       177,414  

Variation margin

     188,027       —    

Other affiliates

     1,788       2,565  

Accrued expenses and other liabilities

     82,883       73,326  
    


 


Total liabilities

     88,608,293       69,123,585  
    


 


Net Assets:

                

Net Assets

   $ 365,816,857     $ 346,567,200  
    


 


Net Assets Consist of:

                

Paid-in capital

   $ 370,036,383     $ 359,732,222  
    


 


Accumulated distributions in excess of investment income - net

     (1,310,503 )     (1,310,503 )

Accumulated realized capital loss - net

     (9,110,896 )     (7,361,655 )

Unrealized appreciation (depreciation) - net

     6,201,873       (4,492,864 )
    


 


Total accumulated losses - net

     (4,219,526 )     (13,165,022 )
    


 


Net Assets

   $ 365,816,857     $ 346,567,200  
    


 


Net Asset Value Per Share

   $ 9.86     $ 9.62  
    


 



*  Identified cost.

   $ 435,819,532     $ 403,230,291  

Shares issued and outstanding, $.0000001 par value, 100,000,000 shares authorized

     37,087,261       36,035,590  

 

See Notes to Condensed Financial Statements.

 

3


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Access Capital Strategies Community Investment Fund, Inc.

 

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

 

     Three Months Ended

 
     August 31,
2004


   

August 31,

2003


 

Investment Income:

                

Interest

   $ 5,340,698     $ 4,377,880  

Expenses:

                

Management fees

     511,664       399,810  

Interest expense

     193,893       189,653  

Professional fees

     30,745       29,654  

Accounting services

     36,913       21,025  

Custodian fees

     14,370       7,171  

Pricing fees

     14,183       10,512  

Directors’ fees and expenses

     8,586       6,821  

Transfer agent fees

     5,724       4,132  

Other

     7,808       4,007  
    


 


Total expenses before reimbursement

     823,886       672,785  

Reimbursement of expenses

     137,503       75,806  
    


 


Total expenses after reimbursement

     961,389       748,591  
    


 


Investment income-net

     4,379,309       3,629,289  
    


 


Realized & Unrealized Gain (Loss) – Net:

                

Realized gain (loss) on:

                

Investments - net

     8,250       (496,573 )

Financial futures contracts - net

     (1,757,491 )     (928,752 )

Change in unrealized appreciation/depreciation on:

                

Investments - net

     11,069,581       (11,673,803 )

Financial futures contracts - net

     (374,844 )     2,512,072  
    


 


Total realized and unrealized gain (loss) - net

     8,945,496       (10,587,056 )
    


 


Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 13,324,805     $ (6,957,767 )
    


 


 

See Notes to Condensed Financial Statements.

 

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Access Capital Strategies Community Investment Fund, Inc.

 

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

 

     Three Months Ended

 

Increase (Decrease) in Net Assets:


  

August 31,

2004


   

August 31,

2003


 

Operations:

                

Investment income - net

   $ 4,379,309     $ 3,629,289  

Realized loss - net

     (1,749,241 )     (1,425,325 )

Change in unrealized appreciation/depreciation - net

     10,694,737       (9,161,731 )
    


 


Net increase (decrease) in net assets resulting from operations

     13,324,805       (6,957,767 )
    


 


Dividends to Shareholders:

                

Dividends to shareholders from investment income - net

     (4,379,309 )     (3,629,306 )
    


 


Capital Share Transactions:

                

Net proceeds from sale of shares

     14,350,000       31,440,000  

Value of shares issued to shareholders in reinvestment of dividends

     949,479       339,031  
    


 


Total issued

     15,299,479       31,779,031  

Cost of shares redeemed

     (4,995,318 )     —    
    


 


Net increase in net assets derived from capital share transactions

     10,304,161       31,779,031  
    


 


Net Assets:

                

Total increase in net assets

     19,249,657       21,191,958  

Beginning of period

     346,567,200       247,033,880  
    


 


End of period*

   $ 365,816,857     $ 268,225,838  
    


 



*  Accumulated distributions in excess of investment income-net

   $ (1,310,503 )   $ (1,401,846 )
    


 


 

See Notes to Condensed Financial Statements.

 

5


Table of Contents

Access Capital Strategies Community Investment Fund, Inc.

 

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Three Months Ended

 
     August 31,
2004


    August 31,
2003


 

Cash Used for Operating Activities:

                

Net increase (decrease) in net assets resulting from operations

   $ 13,324,805     $ (6,957,767 )

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:

                

(Decrease) increase in receivables

     69,008       (141,323 )

Decrease in other assets

     —         48,376  

Increase in other liabilities

     (628,533 )     (73,948 )

Realized and unrealized loss (gain) on investments-net

     (11,077,831 )     12,170,376  

Amortization of premium and discount

     (10,601 )     2,939  

Proceeds from paydowns and sales of long-term investments

     24,731,529       45,799,769  

Purchases of long-term investments

     (53,414,945 )     (86,293,106 )
    


 


Net cash used for operating activities

     (27,006,568 )     (35,444,684 )
    


 


Cash Provided By Financing Activities:

                

Cash receipts from issuance of common stock

     18,835,251       27,200,000  

Cash receipts from reverse repurchase agreements-net

     16,800,000       19,700,000  

Cash payments on capital shares redeemed

     (4,995,318 )     —    

Dividends to shareholders

     (3,633,365 )     (4,276,470 )
    


 


Net cash provided by financing activities

     27,006,568       42,623,530  
    


 


Cash:

                

Net increase in cash

     —         7,178,846  

Cash at beginning of period

     —         1,498,826  
    


 


Cash at end of period

   $ —       $ 8,677,672  
    


 


Cash Flow Information:

                

Cash paid for interest

   $ 171,216     $ 173,098  
    


 


Non-Cash Financing Activities:

                

Capital shares issued in reinvestment of dividends to shareholders

   $ 949,479     $ 339,031  
    


 


 

See Notes to Condensed Financial Statements.

 

6


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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.

 

     Three Months Ended

    Year Ended

 

Increase (Decrease) in Net Asset Value:


   August 31,
2004
(unaudited)


    August 31,
2003
(unaudited)


    May 31, 2004

    May 31, 2003

 

Per Share Operating Performance:

                                

Net asset value, beginning of period

   $ 9.62     $ 10.21     $ 10.21     $ 10.19  
    


 


 


 


Investment income-net++

     .12       .14       .54       .62  

Realized and unrealized gain (loss)-net

     .24       (.43 )     (.59 )     .12  
    


 


 


 


Total from investment operations

     .36       (.29 )     (.05 )     .74  
    


 


 


 


Less dividends from investment income-net

     (.12 )     (.14 )     (.54 )     (.72 )
    


 


 


 


Net asset value, end of period

   $ 9.86     $ 9.78     $ 9.62     $ 10.21  
    


 


 


 


Total Investment Return:**

                                

Based on net asset value per share

     3.77 % #     (2.80 )% #     (.56 )%     7.46 %
    


 


 


 


Ratios to Average Net Assets:+

                                

Expenses, net of reimbursement and excluding interest expense

     .87 % *     .88 % *     .87 %     .68 %
    


 


 


 


Expenses, excluding interest expense

     .71 % *     .76 % *     .78 %     .75 %
    


 


 


 


Expenses

     1.09 % *     1.18 % *     1.04 %     1.04 %
    


 


 


 


Investment income-net

     4.95 % *     5.70 % *     5.43 %     6.08 %
    


 


 


 


Ratios to Average Net Assets Excluding Borrowings:+

                                

Expenses, net of reimbursement and excluding interest expense

     .75 % *     .70 % *     .71 %     .57 %
    


 


 


 


Expenses, excluding interest expense

     .62 % *     .61 % *     .64 %     .64 %
    


 


 


 


Expenses

     .94 % *     .94 % *     .85 %     .88 %
    


 


 


 


Investment income-net

     4.28 % *     4.56 % *     4.44 %     5.14 %
    


 


 


 


Supplemental Data:

                                

Net assets, end of period (in thousands)

   $ 365,817     $ 268,226     $ 346,567     $ 247,034  
    


 


 


 



* Annualized.
** Total investment returns exclude the effects of sales charges.
# Aggregate total investment return.
+ Effective June 1, 2003, the six basis point and two basis point expense reimbursement caps described below were replaced with and superceded by a 25 basis point expense reimbursement cap. To the extent that the Fund’s operating expenses (exclusive of management fees and interest expense) in a given fiscal year are less than .25% of the Fund’s monthly average net assets, the Fund will repay the Fund’s investment manager (“Access”) and sub-investment manager (“MLIM”) for operating expenses previously borne or reimbursed by Access and MLIM (provided that in no circumstance will the Fund pay or reimburse more than 25 basis points of the Fund’s monthly average assets for operating expenses and expense reimbursement collectively in any fiscal year). Prior to that time, the Fund’s operating expenses were being recorded by the Fund and the Fund was being reimbursed by Access and MLIM for operating expenses in excess of six basis points. Prior to June 1, 2003, the expense reimbursement cap was six basis points (0.06%). During the fiscal year ended May 31, 2003, the Fund also continued to be charged two basis points (0.02%) of the Fund’s total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to March 2001.
++ Based on average shares outstanding. Starting June 1, 2003 the Fund began paying dividends on a monthly basis; previously dividends had been paid on a calendar quarter basis. Due to the transition, the fiscal 2003 dividends include fourteen months of income while fiscal 2004 contained twelve months of income.

 

See Notes to Condensed Financial Statements.

 

7


Table of Contents

Access Capital Strategies Community Investment Fund, Inc.

 

SCHEDULE OF INVESTMENTS

 

AUGUST 31, 2004 (UNAUDITED)

 

     Face Amount

   Market Value

MORTGAGE-BACKED SECURITIES (115.9%):

             

Federal National Mortgage Association (FNMA) (78.6%):

             

10 Year Fixed Rate Single Family Mortgage-Backed Securities

   $ 2,000,000    $ 1,976,360

4.62%, 10/1/14

             

15 Year Fixed Rate Single Family Mortgage-Backed Securities

             

4.50%, 10/1/18 – 3/1/19

     6,433,707      6,477,895

5.00%, 12/1/17 – 2/1/19

     9,389,991      9,648,854

5.50%, 3/1/16 – 7/1/19

     1,552,442      1,620,069

7.00%, 1/1/15

     79,559      84,943

30 Year Fixed Rate Single Family Mortgage-Backed Securities

             

4.50%, 5/1/33 – 2/1/34(c)

     14,112,052      13,700,988

5.00%, 7/1/32 – 7/1/34(c)

     105,807,043      105,905,924

5.50%, 9/1/32 – 10/15/34(b)

     74,564,789      76,350,992

6.00%, 7/1/29 – 10/15/34(b)

     25,515,816      26,620,569

6.50%, 1/1/31 – 11/1/32

     23,020,487      24,391,606

7.00%, 6/1/29 – 3/1/31

     1,218,667      1,310,182

7.25%, 12/1/29

     79,422      85,379

7.50%, 9/1/29 – 1/1/31

     1,301,913      1,406,712

8.00%, 2/1/30 – 4/1/30

     375,024      409,689
           

Total Single Family Mortgage-Backed Securities

            269,990,162
           

Multi Family Mortgage-Backed Securities

             

4.66%, 10/1/13

     989,734      1,012,364

4.78%, 5/1/14

     498,351      511,442

4.93%, 10/1/12

     989,984      1,029,371

5.23%, 4/1/21

     1,970,196      1,980,821

5.37%, 11/1/21

     5,081,048      5,334,554

5.41%, 2/1/21

     1,063,644      1,121,091

5.51%, 11/1/21

     768,295      788,655

6.38%, 5/1/11

     1,208,265      1,350,261

6.50%, 5/1/17

     1,284,723      1,414,413

6.70%, 6/1/19

     657,240      736,766

7.13%, 1/1/22

     434,336      490,507

7.58%, 5/1/18

     612,004      728,711

7.97%, 9/1/17

     731,730      891,023
           

Total Multi Family Mortgage-Backed Securities

            17,389,979
           

Total Federal National Mortgage Association Securities

            287,380,141
           

 

8


Table of Contents
     Face Amount

   Market Value

Federal Home Loan Mortgage Corporation (37.3%):

             

15 Year Fixed Rate Single Family Mortgage-Backed Securities

             

4.50%, 1/1/19 – 4/1/19(b)

   $ 2,407,988    $ 2,425,558

5.00%, 11/1/18 – 1/1/19

     2,044,944      2,099,095

30 Year Fixed Rate Single Family Mortgage-Backed Securities

             

4.50%, 8/1/33 – 9/1/33

     3,651,715      3,543,478

5.00%, 6/1/33 – 7/1/34

     38,716,327      38,725,672

5.50%, 9/1/29 – 9/15/34 (b)(c)

     52,287,042      53,564,029

6.00%, 3/1/31 – 9/15/34 (b)(c)

     23,858,465      24,841,694

6.50%, 6/1/29 – 8/1/32

     8,591,722      9,114,271

7.00%, 11/1/29 – 4/1/31

     1,016,231      1,091,820

7.50%, 12/1/29 – 3/1/30

     919,241      995,313
           

Total Federal Home Loan Mortgage Corporation Single Family Mortgage-Backed Securities

            136,400,930
           

GNMA Pool (1.5%):

             

30 Year Fixed Rate Single Family Mortgage-Backed Securities

             

6.00%, 12/15/31

     833,220      872,802

6.50%, 4/15/32 – 4/20/32

     623,581      662,387

7.00%, 4/15/32

     176,985      190,253
           

Total Single Family Mortgage-Backed Securities

            1,725,442
           

Multi Family Mortgage-Backed Securities

             

5.13%, 3/15/34

     633,563      645,636

5.75%, 9/15/23

     751,149      779,493

6.25%, 9/15/32

     527,737      583,002

8.25%, 12/15/32

     1,464,948      1,673,126
           

Total Multi Family Mortgage-Backed Securities

            3,681,257
           

Total GNMA Pool Family Mortgage-Backed Securities

            5,406,699
           

Small Business Administration (3.2%)

             

1.55%, 3/25/29(d)

     3,237,855      3,212,156

1.55%, 4/25/28(a)(d)

     1,771,095      1,756,919

1.63%, 6/25/18(a)(d)

     1,021,018      1,014,739

1.65%, 10/25/10 (d)

     799,323      795,303

1.65%, 3/25/14(d)

     2,531,954      2,518,680

1.85%, 9/01/28(d)

     1,585,699      1,585,699

4.88%, 1/25/09(d)

     961,960      1,000,221
           

Total Small Business Administration Securities

            11,883,717
           

Total Mortgage-Backed Securities

            441,071,487
           

 

9


Table of Contents
     Face Amount

   Market Value

 

MUNICIPAL BONDS (0.3%):

               

Guam Power Authority Revenue Bonds, Series A, 5% due 10/01/2024

   $ 140,000    $ 143,956  

Utah Housing Corporation Single Family Mortgage Revenue bonds, 3.48% due 7/1/2014

     1,000,000      1,010,780  
           


Total Municipal Bonds

            1,154,736  
           


Total investments (cost - $435,819,532) - 120.9%

            442,226,223  

Liabilities in excess of other assets - (20.9%)

            (76,409,366 )
           


Net assets - 100.0%

          $ 365,816,857  
           



(a) All or a portion held as collateral in connection with open financial futures contracts.
(b) All or a portion includes a “to-be-announced” (TBA) transaction. The Fund has committed to purchasing securities for which all specific information is not available at this time.
(c) All or a portion held as collateral in connection with open reverse repurchase agreements.
(d) Floating rate note.

 

   Pursuant to the financial futures contracts, the Fund agrees to receive from or pay to the broker an amount equal to the daily fluctuation in values of the contract. Such receipts or payments, which are settled the following business day, are known as variation margin and are recorded by the Fund as unrealized gains or losses. Financial futures contracts sold as of August 31, 2004 were as follows:

 

Number of
Contracts


  Issue

  Expiration Date

  Face Value

  Unrealized
Depreciation


 
360   U.S. Five-Year Treasury Bonds   December 2004   $ 39,694,617   $ (147,258 )
165   U.S. Ten-Year Treasury Bonds   December 2004   $ 18,474,003     (57,560 )
                 


Total Unrealized Depreciation - Net   $ (204,818 )
                 


 

See Notes to Condensed Financial Statements.

 

10


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Access Capital Strategies Community Investment Fund, Inc.

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

1. Basis of Presentation

 

The accompanying unaudited condensed interim financial statements and financial highlights reflect the results of operations for Access Capital Strategies Community Investment Fund, Inc. (the “Fund”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The results of operations and other data for the three months ended August 31, 2004 are not necessarily indicative of the results that may be expected for any other future interim period or the fiscal year ending May 31, 2005. The information in this report should be read in conjunction with the financial statements and accompanying notes included in the May 31, 2004 Annual Report on Form 10-K. The Fund has not changed its accounting and reporting policies from those disclosed in its May 31, 2004 financial statements.

 

In preparing the condensed interim financial statements and financial highlights, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities as of the date of the statement of assets and liabilities, and revenue and expenses for the period. Actual results could differ from those estimates; any such differences are expected to be immaterial to the net assets of the Fund.

 

This report covers the activity from June 1, 2004 to August 31, 2004.

 

2. Reclassification

 

Certain financial statement items have been reclassified in the preceding fiscal year’s condensed interim financial statements to conform with the current interim period’s presentation. These reclassifications had no effect on previously reported net investment income, net increase in net assets resulting from operations, net assets or net asset value.

 

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Item 2:

 

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

 

This quarterly report contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Fund’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, changes in interest rates, fluctuations in assets under management and other sources of fee income, and changes in assumptions used in making such forward-looking statements. 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.

 

Overview

 

The Fund is a non-diversified, closed-end management investment 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 geographic area or region 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.

 

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 (“RIC”), the Fund must, among other things, satisfy a diversification standard under the Internal Revenue Code (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 (including its agencies and instrumentalities) 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 quarter ended August 31, 2004.

 

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Fund Operations

 

Investment Activity

 

Purchases

 

During the quarter ended August 31, 2004, the Fund purchased $56.9 million aggregate amount of new community development securities. During the quarter ended August 31, 2003, the Fund had purchased $67.9 million aggregate amount of new community development securities.

 

Sales

 

During the quarter ended August 31, 2004, the Fund sold $24.4 million aggregate amount of securities (including principal paydowns but excluding securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities). During the quarter ended August 31, 2003, the Fund had sold $45.7 million aggregate amount of securities (including principal paydowns but excluding securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities).

 

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 Investment Company Act of 1940 (the “1940 Act”). For the quarter ended August 31, 2004, the Fund averaged approximately $55.0 million in borrowings at an average rate of approximately 1.4% compared to the quarter ended August 31, 2003 when the Fund averaged approximately $65.1 million in borrowings at an average rate of approximately 1.2%. In each of the above referenced periods, the total proceeds from borrowings were primarily used to support additional investments in the Fund’s Designated Target Regions.

 

Net Assets and Fund Holdings at August 31, 2004

 

As of August 31, 2004, the Fund’s Net Asset Value was $365.8 million, or $9.86 per share. At the end of the most recent fiscal year, May 31, 2004, the Fund’s Net Asset Value was $346.6 million, or $9.62 per share.

 

The $19.2 million, or 5.5%, quarter-to-quarter increase in Net Asset Value from $346.6 million to $365.8 million was primarily attributable to the sale of new shares in the Fund. The $97.6 million, or 36.4%, year-to-year increase in net assets was also primarily attributable to the sale of new shares in the Fund.

 

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 $4.4 million for the quarter ended August 31, 2004, an increase of approximately $0.8 million, or 22.2%, from net investment income of $3.6 million for the quarter ended August 31, 2003. The increase is largely due to an increase in the average net assets of the Fund.

 

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Management Fees & Expenses

 

Access Capital Strategies LLC (“Access”), the Fund’s Manager, is paid an annual management fee, paid monthly, of fifty basis points (0.50%) of the Fund’s average monthly gross assets less accrued liabilities, other than indebtedness for borrowing. Merrill Lynch Investment Managers, L.P. (“MLIM”) receives from Access an annual sub-management fee, paid monthly, 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 quarter ended August 31, 2004, the management fee paid by the Fund was $511,664. For fiscal quarter ended August 31, 2003, the management fee paid by the Fund was $399,810. The increases were primarily due to increases in the net assets of the Fund.

 

During the fiscal year ended May 31, 2003, the Fund was charged for custody and portfolio accounting services and operating expenses. To the extent such expenses exceeded six basis points (0.06%) of the Fund’s monthly average net assets, they were reimbursed by Access and MLIM. During the fiscal year ended May 31, 2003, the Fund also continued to be charged two basis points (0.02%) of the Fund’s total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to March 2001.

 

Effective as of June 1, 2003, the six basis point and two basis point expense reimbursement caps referred to above were replaced with and superceded by a 25 basis point expense reimbursement cap. To the extent that the Fund’s operating expenses (exclusive of management fees and interest expense) in a given fiscal year are less than .25% of the Fund’s monthly average net assets, the Fund will repay Access and MLIM for operating expenses previously borne or reimbursed by Access and MLIM (provided that in no circumstance will the Fund pay or reimburse more than 25 basis points of the Fund’s monthly average assets for operating expenses and expense reimbursement collectively in any fiscal year). Total unreimbursed expenses as of August 31, 2004 amount to $151,573, compared to $658,057 a year ago at August 31, 2003. The replacement of the previous expense reimbursement cap and its retroactive impact resulted in a return of previously received expense reimbursements during the three months ended August 31, 2004.

 

Yield

 

At the quarter ended August 31, 2004, the SEC current yield was 4.90%, compared to 5.08% for the quarter ended August 31, 2003.

 

For the quarter ended August 31, 2004, the ratio of net investment income to average net assets was 4.28% compared to 5.70% for the year ago quarter ended August 31, 2003.

 

Despite rises in short term interest rates during the quarter ended August 31, 2004, rates continue to be generally low by historical standards. The yield curve, while it has begun to flatten, is still quite steep and intermediate rates remain substantially above short term rates. The Fund continues to experience a high level of current income due to the use of leverage.

 

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Realized Gain/Loss

 

For the quarter ended August 31, 2004, the realized loss was $1,749,241 compared to a realized loss of $1,425,325 for the year ago quarter ended August 31, 2003. The realized losses in the quarter ended August 31, 2004 were primarily due to the Fund’s hedging activities. The Fund experiences a realized gain or loss on its hedges when the positions are closed or when they are rolled from one expiration cycle to the next.

 

Dividends Paid

 

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, are distributed annually with the Fund’s dividend distribution in December.

 

The Fund declares and distributes dividends on a monthly basis. The Fund paid total monthly dividend of $0.121087 during the quarter ended August 31, 2004. The dividends were paid as follows:

 

June 2004

   $ .040113

July 2004

   $ .041624

August 2004

   $ .039350

 

This compares to total monthly dividends of $0.141204 during the quarter ended August 31, 2003. The dividends were paid as follows:

 

June 2003

   $ 0.046921

July 2003

   $ 0.048437

August 2003

   $ 0.045846

 

While the Fund’s dividend was lower than in the year earlier period, it did not decline by nearly the amount of prevailing interest rates. The Fund’s use of leverage during a steep yield curve environment has supported the dividend.

 

Total Return

 

For the quarter ended August 31, 2004, the total return based on Net Asset Value was 3.77%, compared to a total return of -2.80% in the comparable period ended August 31, 2003.

 

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The increase in returns during the quarter are attributable to a strong rally during the quarter in intermediate and longer term fixed rate investments that lifted the value of the Fund’s holdings.

 

Fund Designated Target Regions at August 31, 2004

 

The Fund’s Designated Target Regions (“DTRs”) are provided by Fund shareholders at the time of investment. At August 31, 2004 DTRs were:

 

DTRs


   AMOUNT

Alabama

   $ 5,000,000

California

     60,668,939

Colorado

     1,131,958

Connecticut

     7,084,919

Florida

     1,500,000

Georgia

     500,000

Hawaii

     146,989

Illinois

     2,120,000

Indiana

     1,014,984

Iowa

     506,056

Louisiana

     5,000,000

Maine

     107,228

Maryland

     650,000

Massachusetts

     89,678,797

Nebraska

     10,000,000

New York

     16,801,809

New Jersey

     89,919,950

New Mexico

     1,119,441

North Carolina

     500,000

Ohio

     12,044,381

Oregon

     500,000

Pennsylvania

     29,750,000

Rhode Island

     250,000

South Dakota

     5,655,359

Tennessee

     600,000

Texas

     20,414,970

Utah

     4,644,563

Vermont

     691,012

Washington

     1,000,000

Wisconsin

     519,441

TOTAL

   $ 369,520,796

 

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Fund Impact per the Community Reinvestment Act

 

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

 

At August 31, 2004, the Fund’s investments had outstanding loans to 5,071 homebuyers with incomes below 80% of median income from the following states in the following numbers.

 

Whole Loans

 

Alabama

  35

Arizona

  154

California

  386

Colorado

  32

Connecticut

  89

Delaware

  20

Florida

  124

Georgia

  19

Guam

  2

Illinois

  56

Indiana

  5

Iowa

  18

Kansas

  5

Kentucky

  11

Louisiana

  18

Maine

  1

Maryland

  4

Massachusetts

  1009

Michigan

  5

Mississippi

  8

Missouri

  7

Montana

  2

Nebraska

  54

Nevada

  74

New Hampshire

  60

New Jersey

  923

New Mexico

  70

New York

  197

North Carolina

  14

Ohio

  47

Oregon

  50

Pennsylvania

  556

Rhode Island

  16

South Carolina

  13

South Dakota

  129

Tennessee

  7

Texas

  427

Utah

  355

Vermont

  14

Virginia

  3

Washington

  40

Washington, D.C.

  5

Wisconsin

  7
   
    5,071
   

 

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

 

In addition, as of August 31, 2004, the Fund’s investments had outstanding loans to sponsors of 1,579 multi-family, 14 community based non-profit affordable housing rental units, and 63 SBA loans from the following states in the following amounts.

 

Multi Family Units

 

Alabama

   52

California

   359

Delaware

   120

Louisiana

   230

Mississippi

   47

New York

   222

South Dakota

   48

Texas

   294

Utah

   207
    
     1,579

 

Affordable Housing

 

Sub Total         6,650

 

Community Based Non-Profit

 

Rhode Island

   14
    
     14

 

SBA Loans

 

California

   2

Florida

   1

Kentucky

   1

Maryland

   1

Minnesota

   2

New York

   1

Utah

   55
    
     63

 

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Liquidity Discussion

 

Sale and Redemption of Fund Shares

 

Fund shares are sold only to qualified investors who complete a Subscription Agreement. All investors in the Fund must provide a Designated Target Region as the desired location for their investment.

 

During the quarter ended August 31, 2004, new shareholders purchased an additional 1,462,489 shares of the Fund for total proceeds of $14,350,000. In addition, dividend reinvestments resulted in 97,352 additional new shares being issued by the Fund for total proceeds of $949,479. During the year ago quarter ended August 31, 2003, new shareholders purchased an additional 3,191,621 shares of the Fund for total proceeds of $31,440,000, and dividend reimbursements resulted in 34,321 additional new shares being issued by the Fund for total proceeds of $339,031.

 

As discussed in the Private Offering Memorandum, the Fund allows shareholders to redeem their shares in accordance with Rule 23c-3 of the 1940 Act.

 

During the quarter ended August 31, 2004, one shareholder opted to redeem a total of 508,170 Fund shares for total proceeds of $4,995,318. There were no redemptions in the year ago quarter period ended August 31, 2003.

 

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Item 3:

 

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 principal 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 without any assurance that a comparable premium can be received upon sale of the security.

 

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

 

Most of the Fund’s holdings are in mortgage-backed securities (MBS) that are comprised of pooled mortgages to low and moderate income homebuyers. These homebuyers generally have the right to prepay or refinance their mortgages at anytime making prepayment risk an important component of the market risk for the portfolio. While prepayments can occur for a variety of reasons (e.g., selling a home, death, default) they are most often associated with a consumer refinancing a mortgage to take advantage of lower interest rates. There is, therefore, a structural asymmetry, also known as negative convexity, in the MBS market as lower rates will raise the value of most fixed rate payment streams, but may cause wide scale prepayments for fixed rate MBS due to mortgage refinancing.

 

An industry standard method for evaluating interest rate risk in a portfolio is to run a scenario analysis that calls for an instantaneous increase or decrease in interest rates across the board. While the scenario is a highly unlikely one, it does produce a widely used measurement for a portfolio’s interest rate convexity and negative convexity.

 

At August 31, 2004 an instant rate increase of 100 basis points (1.0%) would have caused the Fund’s portfolio to decline in value by -5.2%. An instant rate decrease of 100 basis points (-1.0%) would have caused the Fund’s portfolio to increase in value by +2.8%.

 

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

 

A summary of the Fund’s portfolio holdings as of August 31, 2004 is contained in Item 1 of this report.

 

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Item 4:

 

Controls and Procedures

 

Within the 90-day period prior to the filing of this report, the Fund’s management, including the Chief Executive Officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and principal financial officer concluded that, as of the date of the evaluation, the disclosure controls and procedures were effective in alerting them in a timely manner to material information required to be disclosed in the Fund’s periodic reports filed with the SEC. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving it stated goals under all potential future conditions, regardless of how remote. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date of the most recent evaluation.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Fund 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 to the Fund’s
             Form 10-Q for the period ended August 31, 1998.
         (ii)   By-Laws are incorporated by reference to the Fund’s 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 dated February 18, 1998, revised as June 1, 2003, is incorporated by reference to the Fund’s Form 10-K filed on August 29, 2003.
         (iii)(A)   Management Agreement is incorporated by reference to the Fund’s Form 10-Q for the period ended August 31, 1998.
               (B)   Amendment to the Management Agreement dated as of May 23, 2003 is incorporated by reference to the Fund’s Form 10-K filed on August 29, 2003
     (11)       N/A
     (12)       N/A
     (13)       N/A
     (15)       N/A
     (16)       None
     (17)       N/A
     (18)       N/A
     (19)       N/A
     (20)       N/A
     (21)       None
     (22)       N/A
     (23)       N/A
     (24)       Powers of Attorney incorporated by reference to the Fund’s Form 10-K for the fiscal year ended May 31, 2002 filed on August 29, 2002.
     (25)       N/A

 

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     (26)       N/A
     (27)       Reserved
     (28)       Reserved
     (29)       Reserved
     (30)       Reserved
     (31)       Certifications required by the Sarbanes-Oxley Act of 2002
     (32)       Certification of Periodic Report

 

  (b) Reports on Form 8-K

 

None.

 

Signatures

 

Pursuant to the requirements 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: October 8, 2004  

/S/ Ronald A. Homer*


    Ronald A. Homer, Chairman
Date: October 8, 2004  

/S/ Kevin J. Mulvaney*


    Kevin J. Mulvaney, Director
Date: October 8, 2004  

/S/ Peter Blampied*


    Peter Blampied, Director
Date: October 8, 2004  

/S/ M. Colyer Crum*


    M. Colyer Crum, Director
Date: October 8, 2004  

/S/ Terry K. Glenn*


    Terry K. Glenn, Director
Date: October 8, 2004  

/S/ Stephen B. Swensrud*


    Stephen B. Swensrud, Director
Date: October 8, 2004  

/S/ David F. Sand*


    David F. Sand, Chief Executive Officer,
    Principal Accounting Officer, Principal Financial Officer

*  By:

 

/s/ Martin E. Lybecker


    Martin E. Lybecker
    Attorney-in-fact

 

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