UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

xFORM ~~ANNUAL~~10-K ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~x ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended:~~TO ~~May~~SECTION ~~31,~~13 ~~2003~~OR 15(d)

~~Commission~~OF ~~File~~THE ~~Number:~~SECURITIES ~~817-00807~~EXCHANGE ACT OF 1934

~~Access~~For ~~Capital~~the ~~Strategies~~fiscal ~~Community~~year ~~Investment~~ended: ~~Fund~~May 31, ~~Inc.~~2004

~~(Exact~~Commission ~~name~~File ofNumber: ~~registrant~~817-00807 ~~as specified in its charter)~~

MARYLAND		04-3369393
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification Number)

Access Capital Strategies Community Investment Fund, Inc.

~~124~~(Exact ~~Mt.~~name ~~Auburn~~of ~~Street,~~registrant ~~Suite~~as ~~200N~~specified ~~Cambridge,~~in MAits ~~02138~~charter)

(Address of principal executive offices) (Zip Code)


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

~~Registrant’s~~124 ~~telephone~~Mt. ~~number:~~Auburn Street, ~~617-576-5858~~Suite 200N Cambridge, MA 02138

~~Securities~~(Address ~~registered~~of ~~pursuant~~principal toexecutive ~~Section~~offices) 12 (bZip Code) ~~of the Act:~~

~~Common~~Registrant’s ~~Stock~~telephone number: 617-576-5858

~~Name~~Securities ofregistered ~~each~~pursuant ~~exchange~~to onSection ~~which~~12 ~~registered~~(b) of the Act:

~~N/A~~Common Stock

~~Securities~~Name ~~registered~~of ~~pursuant~~each ~~to Section~~exchange ~~12(g)~~on ofwhich ~~the Act~~registered:

~~None~~N/A

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

~~Indicate~~None by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: ¨

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

~~State~~Indicate ~~the~~by ~~aggregate~~check ~~market~~mark ~~value~~if disclosure of ~~the~~delinquent ~~voting~~filers ~~and~~pursuant ~~non-voting~~to ~~common~~Item ~~equity held~~405 byof ~~non~~Regulation S-~~affiliates~~K ~~computed~~is bynot ~~reference~~contained toherein, ~~the~~and ~~price~~will atnot ~~which~~be ~~the~~contained, ~~common~~to ~~equity~~the ~~was~~best ~~last~~of ~~sold, or~~ the ~~average~~registrant’s ~~bid~~knowledge, ~~and~~in ~~asked~~definitive ~~price~~proxy ofor ~~such~~information ~~common~~statements ~~equity,~~incorporated asby ofreference ~~the~~in ~~last~~Part ~~day~~III of ~~the~~this ~~registrant’s~~Form ~~most~~10-K ~~recently~~or ~~completed~~any ~~second~~amendment ~~fiscal~~to ~~quarter:~~this Form ~~$228,695,514~~10-K: ¨

Indicate ~~the~~by ~~number~~check ofmark ~~shares~~whether ~~outstanding of each of~~ the registrant’s ~~classes~~is ofan ~~common~~accelerated ~~stock,~~filer (as ofdefined ~~the~~in ~~latest~~Rule ~~practicable~~12b-2 ~~date. As~~ of ~~May 31, 2003,~~ the ~~registrant~~Act): Yes x No ¨ ~~had 24,195,706 shares of common stock outstanding.~~

~~Documents~~State ~~incorporated~~the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last day of the registrant’s most recently completed second fiscal quarter: ~~YES~~$285,838,981.

~~ACCESS~~Indicate ~~CAPITAL~~the ~~STRATEGIES~~number ~~COMMUNITY~~of ~~INVESTMENT~~shares ~~FUND~~outstanding of each of the registrant’s classes of common stock, ~~INC~~as of the latest practicable date. As of May 31, 2004, the registrant had 36,035,590 shares of common stock outstanding.

~~2003~~Documents ~~FORM~~incorporated ~~10-K~~by ~~ANNUAL~~reference: ~~REPORT~~YES

TABLETable OFof CONTENTS Contents

PART I
		PAGE
Item 1.	BUSINESS	3
Item 2.	PROPERTIES	4
Item 3.	LEGAL PROCEEDINGS	4
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	4
PART II
Item 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	5
Item 6.	SELECTED FINANCIAL DATA	6
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	28
PART III
Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT	29
Item 11.	EXECUTIVE COMPENSATION	30
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	31
Item 14.	CONTROLS AND PROCEDURES	31
PART IV
Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K	32
	SIGNATURES
	CERTIFICATION

ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.

22004 FORM 10-K ANNUAL REPORT

~~PART~~TABLE IOF CONTENTS

ITEM 1. BUSINESS


		PAGE
PART I

Item 1	BUSINESS	3

Item 2	PROPERTIES	4

Item 3	LEGAL PROCEEDINGS	4

Item 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	4

		PAGE
PART II

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

Item 6	SELECTED FINANCIAL DATA	6

Item 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6

Item 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12

Item 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13

Item 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29

Item 9A	CONTROLS AND PROCEDURES	29

		PAGE
PART III

Item 10	DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT	30

Item 11	EXECUTIVE COMPENSATION	31

Item 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32

Item 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	32

Item 14	PRINCIPAL ACCOUNTING FEES AND SERVICES	32

		PAGE
PART IV

Item 15	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K	33

	SIGNATURES	35

	CERTIFICATION

	CERTIFICATION OF ANNUAL REPORT

~~Access~~2 Capital Strategies Community Investment Fund, Inc. (the “Fund”) completed its organization as a Maryland corporation and registration process in early 1998 and commenced operations on June 23, 1998. This filing is the Form 10-K Annual Report for the Fund for fiscal year 2003 covering the period from June 1, 2002 to May 31, 2003.

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

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

~~In addition to their geographic specificity, Fund investments must carry a AAA credit rating~~ orITEM ~~carry credit enhancement from a AAA-rated credit enhancer or be issued or guaranteed by the U~~1.S. BUSINESS Government, government agencies or government-sponsored enterprises. The Fund expects (but cannot guarantee) that all investments made by the Fund will be considered eligible for regulatory credit under the Community Reinvestment Act (“CRA”).

~~Each of~~ Access Capital Strategies ~~LLC~~Community Investment Fund, Inc. (the “~~Access~~Fund”), ~~the~~completed ~~Fund’s~~its ~~manager,~~organization as a Maryland corporation and ~~Merrill~~registration ~~Lynch~~process ~~Investment~~in ~~Managers~~early 1998 and commenced operations on June 23, L1998.P. ~~(“MLIM”),~~This filing is the ~~Fund’s~~Form ~~sub~~10-~~manager,~~K isAnnual Report afor ~~registered~~the ~~investment~~Fund ~~adviser under~~for fiscal year 2004 covering the ~~Investment~~period ~~Advisers~~from ~~Act~~June of1, ~~1940~~2003 ~~(“Investment~~to ~~Advisers~~May ~~Act”)~~31, 2004.

AsThe ~~of May 31, 2003, the Federal National Mortgage Association (“Fannie Mae”), through its affiliate Fannie Mae American Communities~~ Fund, ~~held~~is a ~~32%~~non-diversified ~~equity interest in Access. At May 31, 2003, the Fund held $223.2 million aggregate amount of Fannie Mae mortgage~~closed-~~backed~~end ~~securities,~~investment ~~representing~~management ~~70.8%~~company ofelecting ~~the~~status ~~total~~as ~~amount~~a ofbusiness ~~mortgage-backed~~development ~~securities~~company ~~held~~under by the ~~Fund~~Investment ~~and~~Company ~~90.3%~~Act of 1940 (the ~~Fund’s~~“1940 ~~net assets~~Act”).

The Fund’s ~~competes~~investment ~~with~~objective ais ~~range~~to ofinvest ~~narrowly~~in ~~defined~~geographically ~~CRA~~specific ~~qualified~~private placement ~~investments~~debt ~~and~~securities ~~investment~~located ~~vehicles~~in ~~including~~portions aof ~~few~~the ~~funds~~United ~~that~~States ~~operate~~designated onby ~~a regional~~Fund ~~and national basis~~investors. ~~However,~~The toFund ~~the~~invests ~~knowledge~~primarily ofin ~~the~~private ~~Fund,~~placement ~~there~~debt issecurities nospecifically ~~other~~designed ~~CRA~~to ~~qualified~~support ~~fund~~underlying incommunity ~~existence~~development ~~that~~activities ~~offers~~targeted ~~exclusively~~to low- ~~the~~and ~~same~~moderate-income ~~AAA/Agency~~individuals ~~risk~~such ~~parameters~~ as ~~the~~affordable ~~Fund.~~housing, ~~The~~education, ~~Fund~~small ~~competes~~business ~~most~~lending, ~~directly~~and ~~with~~job-creating ~~brokers~~activities ~~who~~in ~~sell~~areas ~~AAA credit~~of ~~quality~~the ~~CRA~~United ~~qualified~~States ~~securities~~designated ~~directly~~by toFund ~~banking institutions~~investors.

~~The~~In ~~Fund~~addition ~~ended~~to ~~the~~their ~~fiscal~~geographic ~~year~~specificity, onFund ~~May~~investments ~~31,~~must ~~2003~~carry ~~with~~a ~~$247.0~~AAA ~~million~~credit inrating ~~net~~or ~~assets~~carry ~~and~~credit ~~24.2~~enhancement ~~million~~from ~~shares~~a ofAAA-rated credit ~~common~~enhancer ~~stock~~or ~~(“Shares”)~~be ~~owned~~issued or guaranteed by 78the ~~Fund~~U.S. ~~investors~~Government, government agencies or government-sponsored enterprises. The ~~net~~Fund ~~asset~~expects ~~value~~(but ~~per~~cannot ~~Share~~guarantee) asthat ofall ~~May~~investments ~~31,~~made ~~2003~~by ~~was~~the ~~$10.21. The~~ Fund’s ~~total~~will ~~return~~be ~~for~~considered ~~the~~eligible ~~fiscal~~for ~~year~~regulatory credit ~~ended~~under ~~May~~the ~~31,~~Community ~~2003~~Reinvestment ~~was~~Act 7(“CRA”).~~53%.~~

~~More~~Each ~~information~~of onAccess Capital Strategies LLC (“Access”), the Fund’s ismanager, ~~contained~~and inMerrill Lynch Investment Managers, L.P. (“MLIM”), the Fund’s ~~Private Offering Memorandum~~sub-manager, ~~which~~ is ~~incorporated~~a ~~herein~~registered byinvestment ~~reference~~adviser ~~and~~under ~~filed~~the asInvestment ~~Exhibit~~Advisers 10Act of 1940 (i)“Investment ~~hereto~~Advisers Act”).

~~The~~As ~~Fund~~of ~~invests~~May ~~almost~~31, ~~exclusively in non-voting mortgage-backed securities and other non-voting securities. Consequently~~2004, the ~~Fund~~Federal ~~receives~~National ~~very~~Mortgage ~~few,~~Association if(“Fannie ~~any~~Mae”), ~~proxies~~through ~~from~~its ~~portfolio~~affiliate ~~companies.~~Fannie ~~Nonetheless,~~Mae ~~the~~American Communities Fund, ~~has~~held ~~adopted~~a ~~the~~32% ~~proxy~~equity ~~voting~~interest ~~policies~~in ~~and~~Access. ~~procedures~~At ofMay ~~MLIM~~31, as2004, ~~its policies and procedures if~~ the Fund ~~receives~~held a$265.5 ~~proxy~~million ~~from~~aggregate aamount ~~portfolio~~of ~~company.~~Fannie ~~Any~~Mae ~~proxies~~mortgage-backed ~~received~~securities, byrepresenting ~~the~~66.6% ~~Fund~~of ~~will~~the betotal ~~voted~~amount byof ~~MLIM~~mortgage-backed ~~pursuant~~securities toheld ~~its~~by ~~policies~~the Fund and ~~procedures~~76.6% ~~These~~of ~~policies~~the ~~and~~Fund’s ~~procedures~~net ~~(i)~~assets. ~~contain~~

3The Fund competes with a range of narrowly defined CRA qualified investments and investment vehicles including a few funds that operate on a regional and national basis. However, to the knowledge of the Fund, there is no other CRA qualified fund in existence that offers exclusively the same AAA/Agency risk parameters as the Fund. The Fund competes most directly with brokers who sell AAA credit quality CRA qualified securities directly to banking institutions.

~~general~~The ~~guidelines~~Fund ~~that~~ended ~~MLIM~~the ~~will~~fiscal year ~~follow~~on toMay ~~ensure~~31, ~~that~~2004 itwith ~~votes~~$346.6 ~~proxies~~million in anet ~~manner~~assets ~~consistent~~and ~~with~~36.0 ~~the~~million ~~best~~shares ~~interests~~ of ~~the~~common ~~Fund~~stock ~~and its shareholders and~~ (ii“Shares”) ~~are~~owned ~~designed~~by to109 ~~ensure~~Fund ~~that~~investors. ~~material~~The ~~conflicts~~net ofasset ~~interest~~value ~~are~~per ~~avoided~~Share ~~and/or~~as ~~resolved~~of inMay a31, ~~manner~~2004 ~~that~~was is$9.62. ~~consistent~~The ~~with MLIM~~Fund’s ~~fiduciary~~total ~~role~~return asfor ~~sub-adviser to~~ the ~~Fund. A description of the policies~~fiscal ~~and~~year ~~procedures~~ended ~~that~~May ~~the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge~~31, ~~upon~~2004 ~~request,~~was ~~by calling toll-free 1-800-637-3863;~~ (~~ii) on www~~0.~~mutualfunds.ml.com; and (iii~~56%) ~~on the Securities and Exchange Commission’s website at www~~.~~sec.gov.~~

~~ITEM~~More 2information on the Fund is contained in the Fund’s Private Offering Memorandum, which is incorporated herein by reference and filed as Exhibit 10(i) hereto. ~~PROPERTIES~~

~~None~~The Fund invests almost exclusively in non-voting mortgage-backed securities and other non-voting securities. Consequently, the Fund receives very few, if any, proxies from portfolio companies. Since inception in 1998, the Fund has not received any proxy solicitations. Nonetheless, the Fund has adopted the proxy voting policies and procedures of MLIM as its policies and procedures if the Fund receives a proxy from a portfolio company. Any proxies received by the Fund will be voted by MLIM pursuant to its policies and procedures. These policies and procedures (i) contain general guidelines that MLIM will follow to ensure that it votes proxies in a manner consistent with the best interests of the Fund and its shareholders and (ii) are designed to ensure that material conflicts of interest are avoided and/or resolved in a manner that is consistent with MLIM’s fiduciary role as sub-adviser to the Fund. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll-free 1-800-637-3863; (ii) on www.mutualfunds.ml.com; and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

~~ITEM~~ 3. ~~LEGAL PROCEEDINGS~~

None.Table of Contents

ITEM 42. PROPERTIES ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

~~A Special Meeting of Shareholders was held on May 23, 2003 at which shareholders of the Fund voted on two proposals~~None.

~~The proposal to approve amendments to the Management Agreement between the Fund and Access~~ ~~with~~ITEM ~~respect~~3. LEGAL toPROCEEDINGS ~~the Fund was approved as follows:~~

~~• 13,134,846~~None.76 ~~votes for the proposal~~

• ITEM ~~391,298~~4.69 SUBMISSION ~~votes~~OF ~~against~~MATTERS ~~the~~TO ~~proposal~~A VOTE OF SECURITY HOLDERS

•None. ~~0 votes abstaining~~

~~The~~4 ~~proposal to approve amendments to the Sub-Management Agreement between Access and MLIM with respect to the Fund was approved as follows:~~

•Table 13,184,288.07of votes for the proposalContents

• PART ~~341,857.38~~II ~~votes against the proposal~~

• ITEM 05. MARKET ~~votes~~FOR ~~abstaining~~REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

4(b) Holders: At May 31, 2004, the Fund had 109 shareholders and 36,035,590 Shares outstanding.

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

~~ITEM~~Per 5Share income dividends totaling $0.536984 ~~MARKET~~were ~~FOR~~declared ~~REGISTRANT’S~~in ~~COMMON~~the ~~EQUITY~~fiscal ~~AND~~year ~~RELATED~~ended ~~STOCKHOLDER~~May ~~MATTERS~~31, 2004. Per Share income dividends totaling $0.435711 were paid in the fiscal year ended May 31, 2004, a decrease of $0.101273 from the Per Share income dividends paid in the fiscal year ended May 31, 2003. From April 2002 through May 31, 2004, per Share income dividends have been declared and paid as follows:

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


Record Date	Payment Date	Dividend Per Share
1-Apr-02	3-Apr-02	$0.158371
1-Jul-02	12-Jul-02	$0.161414
30-Sep-02	7-Oct-02	$0.151245
16-Dec-02	23-Dec-02	$0.154866
31-Mar-03	7-Apr-03	$0.154481
30-May-03	5-Jun-03	$0.101273
30-Jun-03	7-Jul-03	$0.046921
31-Jul-03	6-Aug-03	$0.048437
29-Aug-03	5-Sep-03	$0.045846
30-Sep-03	7-Oct-03	$0.045292
31-Oct-03	7-Nov-03	$0.044382
28-Nov-03	5-Dec-03	$0.047876
31-Dec-03	8-Jan-04	$0.048195
31-Jan-04	6-Feb-04	$0.044657
29-Feb-04	5-Mar-04	$0.042293
31-Mar-04	7-Apr-04	$0.042516
30-Apr-04	7-May-04	$0.042607
31-May-04	7-Jun-04	$0.037962

~~(b)~~The ~~Holders: At May 31, 2003, the~~ Fund ~~had~~has 78not ~~shareholders~~made ~~and~~any ~~24,195,706~~capital gains ~~Shares~~distributions ~~outstanding~~since inception.

~~(c)~~5 Dividends: The Fund distributes to shareholders substantially all of its net investment income and net realized capital gains, if any, as determined for income tax purposes. Through May 31, 2003, dividends were paid on a calendar quarter basis. Effective June 1, 2003, dividends are paid out on a calendar month basis. Applicable law, including provisions of the 1940 Act, may limit the amount of dividends and other distributions payable by the Fund. Substantially all of the Fund’s net capital gain (the excess of net long-term capital gain over net short-term capital loss) and the excess of net short-term capital gain over net long-term capital loss, if any, will be distributed annually with the Fund’s dividend distribution in December.

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

Record Date	Payment Date	Dividend Per Share*
29-June-01	25-July-01	$0.158370
28-Sep-01	25-Oct-01	$0.160542
26-Dec-01	27-Dec-01	$0.158020
1-Apr-02	3-Apr-02	$0.158371
1-July-02	12-July-02	$0.161414
30-Sep-02	7-Oct-02	$0.151245
16-Dec-02	23-Dec-02	$0.154866
31-Mar-03	7-Apr-03	$0.154481
30-May-03	5-June-03	$0.101273

ITEM 6. SELECTED FINANCIAL DATA

*Selected ~~Adjusted~~Financial onData ~~dates~~for ~~prior~~the toFiscal ~~July~~Years 9,ended ~~2001~~May to31, ~~reflect~~2004, ~~the~~May 1031,~~000~~ ~~for~~2003, 1May ~~stock~~31, ~~split~~2002, ~~that~~May ~~occurred~~31, on2001 ~~July~~and 9May 31, ~~2001.~~2000:

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


	Fiscal year ended May 31, 2004			Fiscal year ended May 31, 2003			Fiscal year ended May 31, 2002			Fiscal year ended May 31, 2001			Fiscal year ended May 31, 2000
SEC Current Yield at end of period		4.66	%		5.46	%		6.40	%		6.51	%		7.14	%
Annualized ratio of net investment income to average net assets		5.43	%		6.08	%		6.41	%		6.63	%		6.54	%
Total return		(.56	)%		7.46	%		8.88	%		12.12	%		1.69	%
Dividends per share ***	$	0.5369840		$	0.7232790		$	0.635303		$	0.658436	*	$	0.594250	*
Net investment income	$	15,626,451		$	13,593,852		$	10,036,904		$	4,192,371		$	2,247,145
Net realized loss on investments	$	(1,870,202	)	$	(4,016,102	)	$	(523,813	)	$	(661,249	)	$	(215,414	)
Unrealized Gain/(Loss)	$	(15,340,672	)	$	6,561,676		$	3,145,114		$	2,736,703		$	1,266,025
Management Fees and Expenses**	$	2,245,296		$	1,686,814		$	1,199,107		$	367,446		$	199,214

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

~~ITEM~~** 6.Management ~~SELECTED~~fees ~~FINANCIAL~~plus ~~DATA~~total expenses, excluding interest expense, before reimbursement.

~~Selected~~*** ~~Financial~~Starting ~~Data~~June ~~for~~1, 2003 the ~~Fiscal~~Fund ~~Years~~began ~~ended~~paying ~~May~~dividends ~~31,~~on ~~2003,~~a ~~May~~monthly ~~31,~~basis; ~~2002,~~previously ~~May~~dividends ~~31,~~had ~~2001~~been ~~and~~paid ~~May~~on ~~31,~~a ~~2000,~~calendar ~~and~~quarter ~~for~~basis. Due to the ~~period~~transition, ~~from~~the ~~June~~fiscal ~~23,~~2003 ~~1998~~dividends ~~(Commencement~~included fourteen months of ~~Operations)~~ toincome ~~May~~while ~~31,~~fiscal ~~1999:~~2004 contained twelve months of income.

	Fiscal yearended May 31, 2003			Fiscal yearended May 31, 2002			Fiscal yearended May 31, 2001			Fiscal yearended May 31, 2000			Period from June23, 1998(Commencementof Operations) toMay 31, 1999
SEC Current Yield at end of period		5.46	%		6.40	%		6.51	%		7.14	%		5.46	%
Annualized ratio of net investment income to average net assets		6.08	%		6.41	%		6.63	%		6.54	%		5.03	%
Total return		7.53	%		8.88	%		12.12	%		1.69	%		3.17	%#
Dividends per share	$	0.7232790		$	0.635303		$	0.658436	*	$	0.594250	*	$	0.388807	*
Net investment income	$	13,593,852		$	10,036,904		$	4,192,371		$	2,247,145		$	1,218,785
Net realized loss on investments	($	4,016,102	)	($	523,813	)	($	661,249	)	($	215,414	)	($	74,875	)
Unrealized Gain/(Loss)	$	6,561,676		$	3,145,114		$	2,736,703		$	1,266,025		($	329,661	)
Management Fees and Expenses**	$	1,686,814		$	1,199,107		$	367,446		$	199,214		$	140,514

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

*Overview ~~Adjusted to reflect the 10,000 to 1 stock split that occurred on July 9, 2001.~~

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

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

~~ITEM~~In 7addition to their geographic specificity, the Fund will only invest in securities (i) having a rating (or credit enhanced by one or more entities having a rating) in the highest category assigned by a nationally recognized statistical rating organization (“NRSRO”) (e.g., ~~MANAGEMENT~~at least “Aaa” from Moody’s Investors Services or “AAA” from Standard & Poor’s), or (ii) issued or guaranteed by the U.S. ~~DISCUSSION~~Government, ~~AND~~government ~~ANALYSIS~~agencies, OFor ~~FINANCIAL~~government-sponsored ~~CONDITION~~enterprises ~~AND~~(“GSEs”), ~~RESULTS~~such OFas ~~OPERATIONS~~Fannie Mae or Freddie Mac. The Fund expects (but cannot guarantee) that all investments made by the Fund will be considered eligible for regulatory credit under the CRA.

~~Overview~~ Compliance

~~The~~To ~~Fund~~qualify isas a ~~non-diversified~~Regulated ~~closed-end~~Investment ~~management~~Company ~~company~~(“RIC”) ~~electing~~under the ~~status~~Internal asRevenue aCode ~~business~~of ~~development~~1986 ~~company.~~(the ~~The~~“Code”), the Fund’s ~~investment~~must, ~~objective~~among isother tothings, ~~invest~~satisfy ~~in geographically~~a ~~specific~~diversification ~~private~~standard ~~placement~~under ~~debt~~the ~~securities~~Code ~~located~~such inthat, ~~portions~~at the close of each quarter of the ~~United~~Fund’s ~~States~~taxable ~~designated~~year, by(i) ~~Fund~~not ~~investors.~~more ~~The~~than ~~Fund~~25% ~~invests~~of ~~primarily~~the value of its total assets is invested in ~~private~~the ~~placement~~securities ~~debt~~(other than government securities ~~specifically~~or ~~designed~~securities toof ~~support~~other ~~underlying~~RICs) ~~community development~~of ~~activities~~a ~~targeted~~single toissuer, ~~low-~~or ~~and~~two ~~moderate-income~~or ~~individuals~~more ~~such~~issuers aswhich ~~affordable~~the ~~housing,~~Fund ~~education,~~controls ~~small~~(under ~~business~~a ~~lending,~~20% test) and ~~job-creating~~which ~~activities~~are engaged in ~~areas~~the ofsame ~~the~~or ~~United~~similar trades ~~States~~or ~~designated~~business byor ~~Fund~~related ~~investors.~~trades or businesses, and (ii) at least

~~Investors~~6 in the Fund must designate a particular geography within the United States (a “Designated Target Region”) as part of their agreement to purchase Fund shares. The Fund invests only in areas where Fund shareholders have made targeted designations.

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

~~Compliance~~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).

ToManagement ~~qualify~~believes ~~as a Regulated Investment Company (“RIC”) under~~ the ~~Internal Revenue Code of 1986 (the “Code”), the~~ Fund ~~must,~~was ~~among~~in ~~other~~compliance ~~things,~~with ~~satisfy a diversification standard under~~ the ~~Code~~above ~~such~~requirements ~~that,~~for at the ~~close~~fiscal ofyear ~~each~~ended ~~quarter~~May ~~of the Fund’s taxable year~~31, ~~(i)~~ ~~not~~2004. ~~more than 25% of the value of its total~~

6Fund Operations

~~assets is invested in the securities (other than government securities or securities of other RICs) of a single issuer,~~Market orConditions 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~~During ~~believes~~the 12-month period ending May 31, 2004, U.S. Treasury note yields rose dramatically. The 2-year and 5-year yields rose 122 and 150 basis points respectively, while the ~~Fund~~10-year ~~was~~and in30-year ~~compliance~~yields ~~with~~rose 128 and 97 basis points respectively. The year marked a period of extreme volatility. This can be illustrated by the ~~above~~170 ~~requirements~~basis ~~for~~point swing of the 10-year Treasury note during the 12-month period. Just as the Fund’s fiscal year ~~ended~~started, ~~May~~the 31Federal Reserve eased monetary policy and lowered the Fed Funds rate 25 basis points. Nevertheless, July 2003 was the worst month in the Fund’s six-year history as interest rates rose rapidly. April 2004 saw an additional sell-off as a tightening of monetary policy was widely anticipated.

~~Fund~~Investment ~~Operations~~Activity

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

During the fiscal year ended May 31, ~~2003~~2004, the ~~Federal~~Fund ~~Reserve~~sold ~~and its chairman Alan Greenspan elected to lower the key Federal Funds rate~~ $50 ~~basis points, bringing this rate to 1~~.~~25%.~~2 ~~(As~~million ofaggregate ~~the~~amount ~~writing~~ of ~~this~~securities ~~report~~(excluding ~~the~~securities ~~rate~~sold isshort 25in ~~basis~~connection ~~points~~with ~~lower~~hedging atactivities ~~1.0%). Intermediate~~in ~~and~~respect ~~long-term~~of ~~Treasury~~new ~~yields~~investments ~~fell~~in ~~dramatically during~~ the ~~fiscal~~Fund ~~year~~and ~~with~~sales ~~the~~of 2short-~~year~~term securities). ~~and~~Net ~~5-year~~realized ~~Treasury~~losses ~~yields~~on ~~ending~~securities ~~the~~(including ~~fiscal~~securities ~~year~~sold ~~187~~short ~~and~~in ~~206~~connection ~~basis~~with ~~points~~hedging ~~lower~~activities ~~respectively.~~in ~~The~~respect ~~10-year~~of ~~and~~new ~~30-year~~investments ~~Treasury~~in ~~yields ended~~ the ~~fiscal~~ ~~year~~Fund ~~167~~ and ~~124~~sales ~~basis~~of ~~points lower respectively. The 10~~short-~~year~~term ~~Treasury~~securities) ~~note~~and ~~yield,~~financial afutures ~~benchmark~~contracts ~~for~~from ~~mortgage~~June ~~backed securities~~1, ~~fell~~2003 to May a31, ~~historical~~2004 ~~low~~totaled ~~of 3~~$1,870,202.~~31%~~ ~~during~~In the ~~period.~~prior ~~The~~fiscal ~~declining~~year ~~interest~~ended ~~rate~~May ~~levels~~31, ~~brought~~2003, the ~~Mortgage Bankers’~~Fund ~~Association~~sold ~~Refinance~~$30.5 ~~Index,~~million aaggregate ~~measure~~amount of ~~refinance~~securities ~~application~~(excluding ~~volume,~~securities tosold ashort ~~historical~~in ~~high.~~connection ~~The~~with ~~Access~~hedging ~~Capital~~activities ~~Strategies~~in ~~Fund~~respect ~~had a total return~~ of ~~7.53%~~new ~~for~~investments in the ~~fiscal~~Fund and ~~year,~~sales ~~outperforming~~of ~~the~~short-term ~~Merrill~~securities). ~~Lynch~~Net ~~Mortgage~~realized ~~Master~~losses byon ~~58 basis~~securities ~~points.~~(including ~~The~~securities ~~Fund’s~~sold ~~higher~~short ~~return~~in ~~can~~connection bewith ~~attributed~~hedging activities in ~~part~~respect toof anew ~~combination~~investments ofin athe ~~slower~~Fund ~~prepayment~~and ~~rate~~sales ~~typical~~ of ~~CRA~~short-term securities) and afinancial ~~portion~~futures contracts offrom ~~the~~June ~~Fund’s~~1, ~~holdings~~2002 ~~being~~to ~~comprised~~May of31, ~~multi-family~~2003 ~~mortgages~~totaled ~~with prepayment protection~~$4,016,102.

~~Investment Activity~~ Borrowings

~~During~~The Fund is permitted to use leverage in its investment program, subject to certain restrictions set forth in its Private Offering Memorandum and the 1940 Act. For the fiscal year ended May 31, ~~2003~~2004, the Fund ~~purchased~~averaged $~~211~~65.40 million ~~aggregate amount~~in ofborrowings ~~CRA~~at ~~securities~~a weighted-average rate of 1.14% Incompared to the ~~prior~~ fiscal year ended May 31, ~~2002,~~2003 during which the Fund ~~had~~averaged ~~purchased~~ $~~102~~41.25 million ~~principal~~in ~~amount~~borrowings ofat ~~CRA~~an ~~securities~~average rate of 1.54%. In both periods, the total proceeds from borrowings were primarily used to support additional investments in the Fund’s Designated Target Regions.

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

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

The Fund’s isprimary ~~permitted~~investments toare ~~use~~listed ~~leverage~~on ~~in its investment program, subject to certain restrictions set forth in its Private Offering Memorandum and~~ the ~~1940~~Schedule ~~Act. For the fiscal year ended May 31, 2003, the Fund averaged $41.5 million in borrowings at a weighted-average rate~~ of ~~1.54%~~Investments ~~compared~~included towith ~~the~~this ~~fiscal year ended May 31, 2002 during which the Fund averaged $18~~report.7 ~~million in borrowings at an average rate of 2.42%. In both periods, the total proceeds from borrowings were primarily used to support additional investments in the Fund’s Designated Target Regions.~~

7Investment Income

~~Net~~The ~~Assets~~Fund had investment income net of all fees and expenses (as discussed below) of $15.6 million for the fiscal year ended May 31, 2004. In the prior fiscal year, net investment income was $13.6 million. This $2.0 million, or 14.7%, increase resulted primarily from the Fund’s increase in average invested assets, which in turn resulted primarily from the issuance of new Shares in the Fund.

At7 ~~May 31, 2003, the Fund’s net assets were $247.0 million, or $10.21 per Share. At May 31, 2002, the Fund’s net assets were $184.9 million, or $10.19 per Share.~~

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

~~The~~Management ~~Fund’s~~Fees ~~primary~~and ~~investments~~Expenses ~~are listed on the Schedule of Investments included with this report.~~

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

~~The~~During ~~Fund~~the ~~had~~fiscal ~~investment~~year ~~income~~ended ~~net~~May of31, ~~all~~2003, ~~fees~~the ~~and~~Fund ~~expenses~~was ~~(as~~also ~~discussed~~charged ~~below)~~six ofbasis points ~~$13~~(0.~~6 million~~06%) ~~for~~of the ~~fiscal~~Fund’s ~~year~~monthly ~~ended~~average ~~May~~net ~~31,~~assets ~~2003.~~for Incustody ~~the~~and ~~prior~~portfolio ~~fiscal~~accounting ~~year,~~services ~~net~~and ~~investment~~operating ~~income was $10~~expenses.0 ~~million.~~To ~~This~~the ~~$3.6~~extent ~~million,~~such orexpenses ~~36%,~~exceeded ~~increase~~six ~~resulted~~basis ~~primarily~~points ~~from~~(0.06%) of the Fund’s ~~increase~~total ~~in average invested~~ assets, ~~which~~they inwere ~~turn~~borne by ~~resulted~~Access ~~primarily~~and ~~from the issuance of new Shares in the Fund~~MLIM.

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

Effective as of June 1, 2003, Access ~~receives~~adopted ~~from~~a ~~the~~25 ~~Fund~~basis anpoint ~~annual~~expense ~~management~~reimbursement ~~fee~~cap, ~~paid~~ ~~quarterly,~~pursuant ofto ~~fifty~~which ~~basis~~the ~~points~~Fund (will pay up to 0.5025%) of ~~the~~its ~~Fund’s~~monthly average ~~monthly~~net ~~gross~~ assets ~~less~~(the ~~accrued~~“Expense ~~liabilities~~Cap”) for operating expenses, ~~other~~and ~~than~~the ~~indebtedness~~Managers ~~for~~will ~~borrowing.~~be ~~MLIM~~responsible ~~receives~~for ~~from~~reimbursing ~~Access~~the anFund ~~annual~~for ~~sub-management~~operating ~~fee,~~expenses ~~paid~~in ~~quarterly,~~excess of ~~twenty-five basis~~the ~~points~~Expense (0Cap.~~25%)~~ ofIf the ~~Fund’s~~amount ~~average~~of ~~monthly~~operating ~~gross~~expenses ~~assets~~is less ~~accrued~~than ~~liabilities~~the Expense Cap, ~~other~~the ~~than~~Fund ~~indebtedness~~will ~~for~~pay ~~borrowings~~the ~~(or~~actual ifamount ~~greater~~of the operating expenses and, ~~50%~~in addition, will pay to Access the difference between the amount of the ~~management~~operating ~~fee~~expenses ~~payable~~and the Expense Cap to the extent that Access and MLIM have not previously been reimbursed for any operating expenses it had previously paid under the terms of the Management Agreement). ~~Effective~~(provided asthat ofin ~~June 1,~~no ~~2003,~~circumstance will the ~~management~~Fund ~~fee~~pay ~~and~~or ~~sub-management~~reimburse ~~fee~~more ~~are~~than ~~paid~~25 onbasis apoints of the Fund’s monthly, ~~rather~~average ~~than~~net ~~quarterly~~assets for operating expenses and expense reimbursement collectively in any fiscal year). Total unreimbursed expenses as of May 31, ~~basis~~2004 amount to $483,374.

~~During~~As described in the ~~fiscal~~Fund’s ~~year~~Private ~~ended~~Offering ~~May~~Memorandum 31(“Offering Memorandum”), ~~2003~~shareholders in the Fund may be offered the opportunity to participate in a quarterly repurchase program. In every quarter since inception, June 23, 1998, the Fund ~~was~~has ~~also~~offered ~~charged~~shareholders ~~six~~the ~~basis~~opportunity ~~points~~to participate in a quarterly repurchase program. Four times each year shareholders receive a letter asking if they wish to redeem some or all of their Fund Shares. Investors withdrawing from the Fund (0i.~~06%~~e., redeeming their Shares) will receive the then current net asset value per Share and have transferred to their account maintained by Access the net proceeds from liquidation of their Shares in the Fund’s. ~~monthly~~Prior ~~average~~to ~~net~~June 1, 2003, Access would have charged redeeming shareholders a 1% withdrawal fee if the assets were held in the account for ~~custody~~less ~~and~~than ~~portfolio~~three ~~accounting~~years, ~~services~~following ~~and~~which ~~operating~~the ~~expenses.~~assets Toremaining in their account would have been returned to the investor. The 1% withdrawal ~~extent~~fee ~~such~~has ~~expenses~~not ~~exceeded~~been ~~six~~charged ~~basis~~on ~~points~~any (0redemptions occurring after June 1, 2003.~~06%)~~ ofDuring the period June 1, 2003, through May 31, 2004, five shareholders opted to redeem a total of 1,562,504 Fund’s shares for total ~~assets~~proceeds of $15,308,518. ~~they~~There were ~~borne~~no redemptions in the fiscal year ended May 31, 2003. Further as described in the Offering Memorandum, certain institutional investors (“accredited investors”) may periodically purchase shares of the Fund at its current net asset value per share. As stipulated by ~~Access~~the Offering Memorandum, the Fund will terminate operations, and ~~MLIM~~all investors will be required to tender all Shares outstanding on December 31, 2032.

~~During~~For the fiscal year ended May 31, ~~2003~~2004, the ~~Fund~~management ~~also~~fee ~~continued~~paid toby bethe ~~charged~~Fund ~~two~~was ~~basis~~$1,761,736, ~~points~~and ~~(0.02%)~~the reimbursement of operating expenses paid by the Fund’s ~~total~~to ~~assets~~Access and MLIM was $250,489. ~~including~~For ~~assets~~the ~~purchased~~prior ~~with borrowed~~fiscal ~~funds~~year, tothe ~~reimburse~~management ~~Access~~fee ~~for~~paid ~~unreimbursed~~by ~~expenses~~the ~~relating~~Fund towas $1,330,802 and the ~~Fund~~reimbursement ~~paid~~of operating expenses received by the Fund from Access ~~prior~~and MLIM was $176,550. These increases were due to ~~March~~increases ~~2001~~in the net assets of the Fund. ~~$44~~In addition,~~623~~ offor ~~previously~~the ~~unreimbursed~~fiscal ~~expenses~~years ~~incurred~~ended ~~prior~~May 31, 2003 and May 31, 2004, consistent with the Fund’s Management Agreement with Access and the Fund’s Private Offering Memorandum, the annual management fee paid to ~~March~~Access ~~2001~~(and ~~were~~the ~~reimbursed~~corresponding sub-management fee paid by Access to MLIM) was determined based on the Fund’s inaverage ~~fiscal~~monthly ~~2003~~gross assets, less accrued liabilities other than indebtedness for borrowings.

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

~~Investors~~For ~~withdrawing~~the ~~from~~fiscal year ended May 31, 2004, the ~~Fund~~ratio of net investment income to average net assets (iincluding borrowings) was 5.e43% compared to 6.,08% ~~redeeming~~in ~~their~~the ~~Shares)~~year ~~will~~ago ~~receive~~period. At May 31, 2004, the ~~then~~SEC current ~~net~~yield ~~asset~~was 4.66% compared with an SEC current yield of 5.46% at May 31, 2003.

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

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

~~Yield~~For the fiscal year ended May 31, 2004, the net realized loss was $1,870,202 compared to the net realized loss of $4,016,102 for the year ago period. The decrease in realized loss was primarily due to the Fund’s hedging activities. The Fund experiences gain or loss on its hedges when the positions are closed or when they are rolled from one expiration cycle to the next.

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

~~Realized~~During the fiscal year ended May 31, 2004, the Fund distributed dividends of $0.54 per Share. During the fiscal year ended May 31, 2003, the ~~Gain/Loss~~Fund distributed dividends of $0.72 per Share. Starting June 1, 2003 the Fund began paying dividends on a monthly basis; previously dividends had been paid on a calendar quarter basis. Due to the transition, the fiscal 2003 dividends included fourteen months of income while fiscal 2004 contained twelve months of income.

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

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

~~During the fiscal year ended May 31, 2003, the~~ Fund ~~distributed dividends~~Designated ofTarget ~~$0.62~~Regions ~~per~~at ~~Share compared to $0.64 per Share (adjusted to reflect the 10,000 for 1 stock split that occurred on July 9, 2001) for the fiscal year ended~~ May 31, ~~2002.~~2004

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

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


DTRs	AMOUNT
Alabama	$	5,000,000
California		58,168,939
Colorado		1,118,360
Connecticut		7,084,919
Florida		1,500,000
Georgia		500,000
Hawaii		145,205
Illinois		2,107,619
Indiana		1,002,583
Iowa		152,687
Louisiana		5,000,000
Maine		105,989
Maryland		650,000
Massachusetts		82,103,211
Nebraska		10,000,000
New York		16,739,271
New Jersey		88,633,406
New Mexico		1,113,358
North Carolina		500,000
Ohio		11,538,063
Oregon		500,000
Pennsylvania		31,950,000
Rhode Island		250,000
South Dakota		5,655,359
Tennessee		600,000
Texas		20,328,018
Utah		4,606,984
Vermont		683,432
Washington		1,000,000
Wisconsin		513,358

TOTAL	$	359,250,761

~~Fund~~9 ~~Designated Target Regions at May 31, 2003~~

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

9Fund Impact per the Community Reinvestment Act

Designated Target Regions	AMOUNT
AL/FL/GA/LA/MS	$	5,000,000
Arizona		10,000,000
Boston & Cambridge, MA		500,000
California		19,668,939
Connecticut		2,056,256
CA/TX/AZ/NV/NYC		8,000,000
Florida		500,000
Illinois		500,000
Texas/Louisiana		5,000,000
Massachusetts		28,211,732
MA/NH/CT		1,000,000
MA/NH		4,500,000
MA/PA/NJ/CT/RI		10,000,000
Maine		100,000
New England		17,123,838
New York		3,045,645
NYC		500,000
NY/DC		10,000,000
NY/NJ/TX/FL/CA/MD/DE		10,000,000
New Jersey		10,425,272
New Mexico/Nevada		6,000,000
NM/TX		600,000
North Carolina		500,000
Ohio		507,530
Oregon		500,000
Pennsylvania		3,000,000
PA/NJ		609,129
PA/CA/DC/VA		650,000
Rhode Island		250,000
South Carolina		500,000
South Dakota		5,655,359
TN		500,000
Texas		13,500,322
Utah		1,769,196
Utah/NJ		59,186,508
Washington		1,000,000
Washington/Oregon		2,000,000
TOTAL	$	242,859,726

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

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

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


Whole Loans
Alabama		35
Arizona		153
California		404
Colorado		32
Connecticut		76
Delaware		19
Florida		114
Georgia		19
Guam		2
Illinois		51
Indiana		4
Iowa		5
Kansas		5
Louisiana		22
Maine		1
Maryland		4
Massachusetts		918
Mississippi		8
Missouri		7
Nebraska		54
Nevada		73
New Hampshire		59
New Jersey		843
New Mexico		70
New York		178
North Carolina		14
Ohio		48
Oregon		50
Pennsylvania		502
Rhode Island		9
South Carolina		13
South Dakota		126
Tennessee		7
Texas		405
Utah		351
Vermont		11
Virginia		3
Washington		42
Washington, D.C.		5
Wisconsin		7

		4,749

At10 ~~May 31, 2003, the Fund’s investments had outstanding loans to 3,662 homebuyers with incomes below 80% of median income from the following states in the following numbers.~~

10Table of Contents

~~Whole~~Many ~~Loans~~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.

Alabama		25
Arizona		128
California		199
Connecticut		53
Delaware		12
Florida		50
Georgia		8
Illinois		12
Louisiana		25
Maine		1
Maryland		73
Massachusetts		635
Mississippi		3
Nevada		33
New Hampshire		35
New Jersey		689
New Mexico		49
New York		123
North Carolina		10
Oregon		21
Pennsylvania		613
Rhode Island		15
South Carolina		10
South Dakota		69
Tennessee		1
Texas		278
Utah		406
Virginia		12
Washington		22
Washington, D.C.		50
		3,662

In addition as of May 31, 2004, the Fund’s investments had outstanding loans to sponsors of 1,256 multi-family, 14 community based non-profit affordable housing rental units and 53 SBA loans from the following states in the following amounts.

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.


Multi-Family Units
Alabama		52
California		199
Delaware		120
Mississippi		47
Louisiana		172
New York		222
South Dakota		48
Texas		189
Utah		207

		1,256

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

~~Multi-Family~~Sub ~~Units~~Total 6,005

Alabama		52
Community Based Non-Profit
California		174
Rhode Island		14
Louisiana		96
		14
New York		222
Texas		227
Utah		70
		841

Community Based Non-Profit


SBA Loans
California		2
Florida		1
Kentucky		1
Maryland		1
Minnesota		2
New York		1
Utah		45

		53

~~Rhode~~11 ~~Island 14 14~~

11Table of Contents

~~SBA~~ ITEM ~~Loans~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Utah~~A 22full 22discussion of the risks associated with ownership of Fund Shares appears in the Fund’s Private Offering Memorandum, which is incorporated herein by reference. The Fund’s market risks may be summarized as follows:

~~ITEM~~Credit Risk. 7AAll investments made by the Fund must be in securities of a U.S. ~~QUANTITATIVE~~Government ~~AND~~Agency ~~QUALITATIVE~~or ~~DISCLOSURES~~AAA ~~ABOUT~~credit ~~MARKET~~quality. ~~RISK~~Fund investments will typically have one or more forms of credit enhancement.

ALiquidity ~~full~~Risk. ~~discussion~~Securities ofpurchased by the ~~risks~~Fund ~~associated~~will ~~with~~generally ~~ownership~~be privately placed debt instruments. The market for resale of ~~Fund~~these ~~Shares~~securities ~~appears~~may inbe limited. Furthermore, the Fund’s ~~Private~~may ~~Offering~~pay ~~Memorandum,~~a ~~which~~premium isfor ~~incorporated~~CRA ~~herein~~securities bypurchased ~~reference. The~~without ~~Fund’s~~any ~~market~~assurance ~~risks~~that ~~may~~a comparable premium can be ~~summarized~~received asupon ~~follows:~~sale of the security.

~~Credit~~ Interest Rate Risk. ~~All~~The Fund will generally invest in fixed rate investments ~~made~~that have their market values directly affected by ~~the~~changes ~~Fund~~in ~~must~~prevailing beinterest rates. An increase in ~~securities~~interest rates will generally reduce the value of Fund investments and a ~~U.S.~~decline ~~Government~~in ~~Agency~~interest orrates ~~AAA~~will ~~credit~~generally ~~quality.~~increase ~~Fund~~the value of those investments. ~~will~~There ~~typically~~may ~~have~~be ~~one~~exceptions ordue ~~more~~to ~~forms~~shifts in the yield curve, the performance of ~~credit~~individual ~~enhancement~~securities and other market factors.

~~Liquidity~~Derivatives Risk. ~~Securities~~The ~~purchased~~Fund bymay use derivative instruments, including futures, forwards, options, indexed securities, and inverse securities for hedging purposes. Hedging is a strategy in which the Fund ~~will~~uses ~~generally~~a bederivative ~~privately placed~~to ~~debt~~offset ~~instruments~~the risk that other Fund holdings may decrease in value. ~~The~~While hedging can reduce losses, it can also reduce or eliminate gains if the market ~~for~~moves ~~resale~~in a different manner than anticipated by the Fund or if the cost of ~~these~~the ~~securities~~derivative ~~may~~outweighs bethe ~~limited~~benefit of the hedge. ~~Furthermore,~~Hedging also involves the ~~Fund~~risk ~~may~~that ~~pay~~changes ain ~~premium~~the ~~for~~value ~~CRA~~of ~~securities~~the ~~purchased~~derivative ~~without~~will not match those of the holdings being hedged as expected by the Fund, in which case any ~~assurance~~losses ~~that~~on athe ~~comparable~~holdings ~~premium~~being ~~can~~hedged may not be ~~received~~reduced. ~~upon~~Losses ~~sale~~may arise due to changes in the value of the ~~security~~contract or if the counterparty does not perform under the contract. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective.

~~Interest~~A ~~Rate~~summary ~~Risk.~~of ~~The~~the Fund’s ~~will~~portfolio ~~generally~~holdings ~~invest~~as inof ~~fixed~~May ~~rate investments~~31, ~~that~~2004 ~~have~~is ~~their~~contained ~~market values directly affected by changes~~ in ~~prevailing interest rates. An increase in interest rates will generally reduce~~ the ~~value~~Schedule of ~~Fund~~Investments ~~investments~~included ~~and a decline~~ in ~~interest~~Item ~~rates~~8 ~~will generally increase the value~~ of ~~those~~this ~~investments~~report. ~~There may be exceptions due to shifts in the yield curve, the performance of individual securities and other market factors.~~

~~Derivatives~~12 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.

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

12 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~ITEM~~13 ~~8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

13Table of Contents

Report of Independent ~~Auditors’~~Registered ~~Report~~Public Accounting Firm

~~The~~To the Shareholders and Board of Directors ~~and~~of ~~Shareholders,~~

Access Capital Strategies Community Investment Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Access Capital Strategies Community Investment Fund, Inc. (the “Fund”) as of May 31, ~~2003~~2004, and the related statements of operations and of cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial ~~highlights~~ highlights for each of the ~~periods~~five ~~presented~~years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with ~~auditing standards~~the ~~generally~~standards ~~accepted~~of in the ~~United~~Public ~~States~~Company ofAccounting ~~America~~Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial ~~statement~~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 atas of May 31, ~~2003~~2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, ~~such~~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, ~~2003~~2004, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the ~~periods~~five ~~presented~~years in the period then ended, in conformity with ~~accounting~~U.S. ~~principles~~ generally accepted in ~~the~~accounting ~~United States of America~~principles.

~~Princeton, New~~Deloitte ~~Jersey~~& Touche LLP

~~Deloitte~~Princeton, &New ~~Touche~~Jersey ~~LLP~~

~~July~~August 2111, ~~2003~~2004

AccessTable Capitalof Strategies Community Investment Fund, Inc. Contents

~~Schedule~~Access ofCapital ~~Investments~~Strategies Community Investment Fund, Inc.

~~May~~Schedule ~~31,~~of ~~2003~~Investments

	Face Amount		Market Value
MORTGAGE-BACKED SECURITIES (127.7%):
Federal National Mortgage Association (FNMA) (90.3%):
15 Year Fixed Rate Single Family Mortgage-Backed Securities
5.00%, 12/1/17—1/1/18	$	3,568,532	$	3,721,675
5.50%, 3/1/16		473,504		495,891
6.00%, 4/1/14		253,890		266,397
6.50%, 6/1/14		235,104		248,665
7.00%, 1/1/15		333,281		356,734
30 Year Fixed Rate Single Family Mortgage-Backed Securities
5.00%, 3/1/29—6/15/33 (b)		30,760,582		31,742,559
5.50%, 1/1/29—6/15/33		57,298,827		59,669,674
6.00%, 7/1/29—12/1/32 (b)		39,471,824		41,218,768
6.50%, 1/1/31—11/1/32 (b)		54,172,266		56,738,887
7.00%, 6/1/29—3/1/31		5,557,515		5,885,905
7.25%, 12/1/29		80,646		85,916
7.50%, 9/1/29—2/1/31		6,914,243		7,387,119
8.00%, 2/1/30—4/1/30		1,217,371		1,322,936
Total single family mortgage-backed securities				209,141,126
Multi Family Mortgage-Backed Securities
5.23%, 4/1/21		1,998,039		2,192,032
5.41%, 2/1/21		1,077,394		1,209,251
6.50%, 5/1/17		1,308,814		1,543,739
6.61%, 3/1/20		1,100,082		1,304,823
6.70%, 6/1/19		664,824		799,777
7.42%, 10/1/18		1,956,854		2,445,298
7.58%, 5/1/18		619,659		790,717
7.90%, 1/1/18 (a)		2,138,617		2,777,831
7.97%, 9/1/17		747,518		962,066
Total multi-family mortgage-backed securities				14,025,534
Total Federal National Mortgage Association securities				223,166,660
Federal Home Loan Mortgage Corporation (33.9%):
30 Year Fixed Rate Single Family Mortgage-Backed Securities
5.00%, 6/15/33		2,087,850		2,143,308
5.50%, 9/1/29—6/15/33 (b)		25,076,283		26,077,234
6.00%, 3/1/31—11/1/32 (b)		28,799,980		30,002,542
6.50%, 6/1/29—8/1/32		19,070,418		19,935,383
7.00%, 10/1/29—3/1/32		3,720,875		3,922,682
7.50%, 12/1/29—3/1/30		1,601,702		1,711,550
Total Federal Home Loan Mortgage Corporation single family mortgage-backed securities				83,792,699

May 31, 2004


	Face Amount		Market Value
MORTGAGE-BACKED SECURITIES (115.0%):

Federal National Mortgage Association (FNMA)(76.6%):

15 Year Fixed Rate Single Family Mortgage-Backed Securities
4.50%, 10/1/18 - 3/1/19 (b)	$	6,804,996	$	6,697,248
5.00%, 12/1/17 - 2/1/19 (b)		8,573,056		8,641,482
5.50%, 3/1/16		332,501		343,160
7.00%, 1/1/15		80,828		86,490

30 Year Fixed Rate Single Family Mortgage-Backed Securities

4.50%, 5/1/33 - 10/1/33 (c)		14,538,336		13,631,299
5.00%, 7/1/32 - 7/15/34 (c)		97,440,191		94,384,094
5.50%, 9/1/32 - 6/15/34		68,268,081		68,125,515
6.00%, 7/1/29 - 1/1/34		22,525,432		23,057,248
6.50%, 1/1/31 - 11/1/32		25,078,084		26,150,283
7.00%, 6/1/29 - 3/1/31		1,622,805		1,721,333
7.25%, 12/1/29		79,668		85,235
7.50%, 9/1/29 - 1/1/31		1,548,955		1,665,456
8.00%, 2/1/30 - 4/1/30		527,758		574,234

Total Single Family Mortgage-Backed Securities				245,163,077

Multi Family Mortgage-Backed Securities
4.62% (b)		2,000,000		1,893,780
4.66%, 10/1/13		992,789		980,244
4.93%, 10/1/12		993,369		988,223
5.23%, 4/1/21		1,975,807		1,897,348
5.37%, 11/1/21		5,096,265		5,114,240
5.41%, 2/1/21		1,066,493		1,075,255
5.51%, 11/1/21		770,231		754,695
6.38%, 5/1/11		1,211,841		1,323,778
6.50%, 5/1/17		1,289,968		1,365,244
6.70%, 6/1/19		658,822		709,445
7.13%, 1/1/22		437,190		473,455
7.42%, 10/1/18		1,937,503		2,174,559
7.58%, 5/1/18		613,602		705,314
7.97%, 9/1/17		735,027		866,428

Total Multi-Family Mortgage-Backed Securities				20,322,008

Total Federal National Mortgage Association Securities				265,485,085

Federal Home Loan Mortgage Corporation (34.5%):

15 Year Fixed Rate Single Family Mortgage-Backed Securities
4.50%, 1/1/19 - 4/1/19 (b)		2,438,532		2,400,541
5%, 11/1/18 - 1/1/19		2,075,037		2,089,739

	Face Amount		Market Value
GNMA Pool (2.5%):
Multi Family Mortgage-Backed Securities:
6.00%, 12/15/31	$	1,115,784	$	1,174,788
6.25%, 9/15/32		535,313		604,973
6.50%, 4/15/32—4/20/32		1,590,740		1,672,101
7.00%, 4/15/32		664,296		703,307
8.25%, 12/15/32		1,639,917		1,961,234
Total GNMA Pool multi-family mortgage-backed securities				6,116,403
Small Business Administration (0.9%):
1.625%, 6/25/18		1,146,493		1,139,872
1.65%, 10/25/10		1,105,380		1,100,330
Total Small Business Administration securities				2,240,202
Total mortgage-backed securities				315,315,964
GUARANTEED NOTES (0.5%):
Boston, MA, U.S. Government Guaranteed Notes 6.85%, 8/1/07		1,290,000		1,298,308
Total guaranteed notes				1,298,308
Total Investments (cost $304,973,620)—128.2%				316,614,272
Variation margin on financial futures contracts*—0.0%				4,344
Liabilities in excess of other assets—(28.2%)				(69,584,736	)
Net assets—100.0%			$	247,033,880

*Table 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 May 31, 2003 were as follows:Contents

Number of Contracts	Issue	ExpirationDate	Value
278	US 5 Year Treasury Bonds	June 2003	$	32,373,934
Total financial futures contracts sold
(Total contract price $31,581,090)			$	32,373.934

30 Year Fixed Rate Single Family Mortgage-Backed Securities

(a) All or a portion held as collateral in connection with open financial futures contracts.


	Face Amount		Market Value
4.50%, 8/1/33 - 9/1/33	$	3,862,446	$	3,621,561
5.00%, 7/1/33 - 6/15/34(c)		31,641,785		30,620,617
5.50%, 9/1/29 - 6/15/34(c)		49,591,775		49,528,830
6.00%, 3/1/31 - 10/1/33(c)		18,373,172		18,812,006
6.50%, 6/1/29 - 8/1/32		9,584,463		9,994,084
7.00%, 11/1/29 - 4/1/31		1,152,280		1,220,693
7.50%, 12/1/29 - 3/1/30		1,045,761		1,129,701

Total Federal Home Loan Mortgage Corporation Single Family Mortgage-Backed Securities				119,417,772

GNMA Pool (1.6%):
Multi Family Mortgage-Backed Securities
5.13%, 3/1/34		635,635		629,310
5.75%, 9/15/23		756,230		779,787
6.00%, 12/15/31		947,483		972,421
6.25%, 9/15/32		529,304		566,857
6.50%, 4/15/32 - 4/20/32		731,281		754,335
7.00%, 4/15/32		177,539		188,872
8.25%, 12/15/32		1,501,439		1,683,943

Total GNMA Pool Multi-Family Mortgage-Backed Securities				5,575,525


Small Business Administration (2.3%)
1.30%, 3/25/29		3,265,758		3,265,758
1.30%, 4/25/28 (a)		1,781,736		1,768,523
1.38%, 6/25/18 (a)		1,037,743		1,031,802
1.40%, 10/25/10		830,296		826,803
4.63%, 1/25/09		1,010,766		1,055,412

Total Small Business Administration Securities				7,948,298

Total Mortgage-Backed Securities				398,426,680

MUNICIPAL BONDS (0.0%):

Guam Power Authority Revenue Bonds, Series A, 5% due 10/01/2004		140,000		140,721

Total Municipal Bonds				140,721

Total investments (cost - $403,230,291) - 115.0%				398,567,401
Liabilities in excess of other assets - (15.0%)				(52,000,201	)

Net assets - 100.0%			$	346,567,200

(ba) All or a portion held as collateral in connection with open ~~reverse~~financial ~~repurchase~~futures ~~agreements~~contracts.

~~See~~(b) ~~Notes~~Represents or includes a “to-be-announced” ~~Financial~~(TBA) ~~Statements~~transaction. The Fund has purchased securities for which all specific information is not available at this time.

16(c) All or a portion held as collateral in connection with open reverse repurchase agreements.

~~Access~~16 ~~Capital Strategies Community Investment Fund, Inc.~~

STATEMENTTable OFof ASSETS AND LIABILITIES AS OF MAY 31, 2003 Contents

Assets:
Investments, at value (Identified cost—$304,973,620)				$	316,614,272
Cash					1,498,826
Receivables:
Interest	$	1,508,738
Capital shares sold		100,000
Principal paydowns		70,677
Variation margin		4,344			1,683,759
Prepaid expenses and other assets					49,209
Total assets					319,846,066
Liabilities:
Payables:
Reverse repurchase agreements (including accrued interest of $18,871)		47,018,871
Securities purchased		23,374,300
Dividends to shareholders		2,153,075
Investment advisor		221,421
Other affiliates		14,892			72,782,559
Accrued expenses and other liabilities					29,627
Total liabilities					72,812,186
Net Assets				$	247,033,880
Net Assets Consist of:
Paid-in capital				$	243,079,354
Accumulated distributions in excess of investment income-net	$	(1,401,829	)
Accumulated realized capital losses on investments-net		(5,491,453	)
Unrealized appreciation on investments-net		10,847,808
Total accumulated earnings-net					3,954,526
Net Assets				$	247,033,880
Net Asset Value Per Share				$	10.21
Shares issued and outstanding, $.0000001 par value, 100,000,000 shares authorized					24,195,706

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 May 31, 2004 were as follows:

See Notes to Financial Statements.


Number of Contracts	Issue	Expiration Date	Face Value		Unrealized Appreciation
61	U.S. Ten-Year Treasury Bonds	June 2004	$	6,765,884	$	63,509
200	U.S. Five-Year Treasury Bonds	September 2004	$	21,682,756		48,382
164	U.S. Ten-Year Treasury Bonds	September 2004	$	17,831,635		58,135

Total Unrealized Appreciation-Net					$	170,026

17See Notes to Financial Statements.

~~Access~~17 ~~Capital Strategies Community Investment Fund, Inc.~~

STATEMENTTable OFof OPERATIONS Contents

					Year EndedMay 31, 2003
InvestmentIncome:	Interest				$	15,742,285
Expenses:	Management fees	$	1,330,802
	Interest expense		638,169
	Professional fees		102,019
	Accounting services		92,111
	Organizational fees		44,623
	Director’s fees and expenses		28,000
	Custodian fees		26,258
	Transfer agent fees		20,795
	Pricing fees		14,573
	Other		27,633
	Total expenses before reimbursement		2,324,983
	Reimbursement of expenses		(176,550	)
	Total expenses after reimbursement					2,148,433
	Investment income-net					13,593,852
Realized &UnrealizedGain (Loss) onInvestments:	Realized loss on investments-net					(4,016,102	)
	Change in unrealized appreciation on investments-net					6,561,676
	Total realized and unrealized gain on investments-net					2,545,574
	Net Increase in Net Assets Resulting from Operations				$	16,139,426

Access Capital Strategies Community Investment Fund, Inc.

~~See~~STATEMENT ~~Notes~~OF toASSETS ~~Financial~~AND ~~Statements.~~LIABILITIES AS OF MAY 31, 2004


Assets:
Investments in unaffiliated securities, at value (Identified cost - $403,230,291)				$	398,567,401
Receivables:
Capital shares sold	$	14,785,251
Interest		1,776,197
Principal paydowns		370,198
Variation margin		191,468			17,123,114

Prepaid expenses					270

Total assets					415,690,785

Liabilities:
Payables:
Reverse repurchase agreements (including accrued interest of $17,180)		51,117,180
Securities purchased		15,485,800
Dividends to shareholders		1,310,503
Custodian bank		956,797
Investment advisor		177,414
Other affiliates		2,565			69,050,259

Accrued expenses and other liabilities					73,326

Total liabilities					69,123,585

Net Assets				$	346,567,200

Net Assets Consist of:
Paid-in capital				$	359,732,222
Accumulated distributions in excess of investment income-net	$	(1,310,503	)
Accumulated realized capital losses on investments-net		(7,361,655	)
Unrealized depreciation on investments-net		(4,492,864	)

Total accumulated losses-net					(13,165,022	)

Net Assets				$	346,567,200

Net Asset Value Per Share				$	9.62

Shares issued and outstanding, $.0000001 par value, 100,000,000 shares authorized					36,035,590

~~Access~~See ~~Capital~~Notes ~~Strategies~~to ~~Community~~Financial ~~Investment Fund, Inc.~~ Statements

~~STATEMENTS~~18 ~~OF CHANGES IN NET ASSETS~~

		Year Ended May 31, 2003			Year Ended May 31, 2002
	Increase (Decrease) in Net Assets:
Operations:	Investment income-net	$	13,593,852		$	10,036,904
	Realized loss on investments-net		(4,016,102	)		(523,813	)
	Change in unrealized appreciation on investments-net		6,561,676			3,145,114
	Net increase in net assets resulting from operations		16,139,426			12,658,205
Dividends to Shareholders:	Dividends to shareholders from investment income-net		(15,984,993	)		(9,746,762	)
Capital Share Transactions:	Net proceeds from sale of shares		59,371,343			55,878,654
	Value of shares issued to shareholders in reinvestment of dividends		2,624,285			3,906,050
	Change in net assets resulting from capital share transactions		61,995,628			59,784,704
Net Assets:	Total increase in net assets		62,150,061			62,696,147
	Beginning of year		184,883,819			122,187,672
	End of year*	$	247,033,880		$	184,883,819
	* Undistributed (accumulated distributions in excess of) investment income-net	$	(1,401,829	)	$	944,689

~~See~~Access ~~Notes~~Capital toStrategies ~~Financial~~Community ~~Statements~~Investment Fund, Inc.

19STATEMENT OF OPERATIONS

Access Capital Strategies Community Investment Fund, Inc.


			Year Ended May 31, 2004
Investment Income:
Interest			$	18,861,490

Expenses:
Management fees	$	1,761,736
Interest expense		739,254
Professional fees		204,443
Accounting services		107,687
Pricing fees		54,400
Custodian fees		43,073
Director’s fees and expenses		30,000
Transfer agent fees		19,382
Other		24,575

Total expenses before reimbursement		2,984,550
Reimbursement of expenses		250,489

Total expenses after reimbursement				3,235,039

Investment income-net				15,626,451

Realized & Unrealized Loss on Investments:
Realized loss on investments-net				(1,870,202	)
Change in unrealized appreciation/depreciation on investments-net				(15,340,672	)

Total realized and unrealized loss on investments-net				(17,210,874	)

Net Decrease in Net Assets Resulting from Operations			$	(1,584,423	)

~~STATEMENT~~See Notes OFto ~~CASH~~Financial ~~FLOWS~~Statements.

		Year Ended May 31, 2003
Cash Provided by Operating Activities:	Net increase in net assets resulting from operations	$	16,139,426
	Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
	Decrease in receivables		20,814,226
	Decrease in other assets		229,166
	Decrease in other liabilities		(21,343,592	)
	Realized and unrealized gain on investments—net		(2,545,574	)
	Amortization of premium and discount		(4,738,330	)
	Change in unrealized depreciation on financial futures contracts—net		(284,705	)
	Change in unrealized appreciation on short sales—net		220,934
	Realized loss on financial futures contracts—net		(4,674,123	)
	Realized loss on short sales—net		(6,012	)
	Proceeds from paydowns and sales of long-term investments		168,327,709
	Purchases of long-term investments		(245,807,959	)
	Net cash used for investing activities		(68,924,928	)
Cash Provided by Financing Activities:	Cash receipts from issuance of common stock		59,271,344
	Cash receipts from reverse repurchase agreements—net		21,800,000
	Dividends paid to shareholders		(11,207,633	)
	Net cash provided by financing activities		69,863,711
Cash:	Net increase in cash		938,783
	Cash at beginning of year		560,043
	Cash at end of year	$	1,498,826
Cash Flow Information:	Cash paid for interest	$	654,110
Non-Cash Financing Activities:	Capital shares issued in reinvestment of dividends paid to Shareholders	$	2,624,285

SeeTable Notesof to Financial Statements. Contents

20Access Capital Strategies Community Investment Fund, Inc.

~~Access~~STATEMENTS ~~Capital~~OF ~~Strategies~~CHANGES ~~Community~~IN ~~Investment~~NET ~~Fund,~~ASSETS ~~Inc.~~

FINANCIAL HIGHLIGHTS


	Year Ended May 31,
Increase (Decrease) in Net Assets:	2004			2003
Operations:
Investment income-net	$	15,626,451		$	13,593,852
Realized loss on investments-net		(1,870,202	)		(4,016,102	)
Change in unrealized appreciation/depreciation on investments-net		(15,340,672	)		6,561,676


Net increase (decrease) in net assets resulting from operations		(1,584,423	)		16,139,426


Dividends to Shareholders:
Dividends to shareholders from investment income-net		(15,598,955	)		(15,984,993	)


Capital Share Transactions:
Net proceeds from sale of shares		129,965,000			59,371,343
Value of shares issued to shareholders in reinvestment of dividends		2,060,217			2,624,285


Total issued		132,025,217			61,995,628
Cost of shares redeemed		(15,308,519	)		—


Net increase in net assets derived from capital share transactions		116,716,698			61,995,628


Net Assets:
Total increase in net assets		99,533,320			62,150,061
Beginning of year		247,033,880			184,883,819

End of year*	$	346,567,200		$	247,033,880


*Accumulated distributions in excess of investment income-net	$	(1,310,503	)	$	(1,401,829	)

~~The~~See Notes ~~following~~to ~~per~~Financial ~~share data and ratios have been derived from information provided in the financial statements~~Statements.

		Year Ended May 31,												For thePeriodJune 23,1998+ toMay 31,1999
		2003			2002			2001			2000
	Increase (Decrease) in Net Asset Value:
Per Share Operating Performance: ##	Net asset value, beginning of period	$	10.19		$	9.97		$	9.50		$	9.93		$	10.00
	Investment income-net		.62	+++		.64			.63			.58			.48
	Realized and unrealized gain (loss) on investments-net		.12			.22			.50			(.42	)		(.16	)
	Total from investment operations		.74			.86			1.13			.16			.32
	Less dividends from investment income-net		(.72	)		(.64	)		(.66	)		(.59	)		(.39	)
	Net asset value, end of period	$	10.21		$	10.19		$	9.97		$	9.50		$	9.93
Total Investment Return:**	Based on net asset value per share		7.53	%		8.88	%		12.12	%		1.69	%		3.17	% #
Ratios to Average Net Assets:++	Expenses, net of reimbursement and excluding interest expense		.68	%		.64	%		.58	%		.58	%		.58	% *
	Expenses, excluding interest expense		.75	%		.77	%		.58	%		.58	%		.58	% *
	Expenses		1.04	%		1.06	%		1.23	%		.82	%		.58	% *
	Investment income-net		6.08	%		6.41	%		6.63	%		6.54	%		5.03	% *
Ratios to Average Net Assets, Including Borrowings:++	Expenses, net of reimbursement and excluding interest expense		.57	%		.58	%		—			—			—
	Expenses, excluding interest expense		.64	%		.68	%		—			—			—
	Expenses		.88	%		.94	%		—			—			—
	Investment income-net		5.14	%		5.73	%		—			—			—
Supplemental Data:	Net assets, end of period (in thousands)	$	247,034		$	184,884		$	122,188		$	49,877		$	25,443
	Portfolio turnover		42	%		20	%		25	%		57	%		29	%

*Table Annualized.of Contents

**Access ~~Total~~Capital ~~investment~~Strategies ~~returns~~Community ~~exclude~~Investment ~~the~~Fund, ~~effects of commitment fees or other sales charges~~Inc.

#STATEMENT ~~Aggregate~~OF ~~total~~CASH ~~investment~~FLOWS ~~return.~~

## Per share operating performance figures have been adjusted where appropriate to reflect a 10,000 for 1 stock split that occurred on July 9, 2001.


	Year Ended May 31, 2004
Cash Used for Operating Activities:
Net decrease in net assets resulting from operations	$	(1,584,423	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:
Increase in receivables		(454,583	)
Decrease in other assets		48,939
Increase in other liabilities		942,471
Realized and unrealized loss on investments-net		17,210,874
Realized and unrealized gain on financial futures contracts-net		(732,109	)
Amortization of premium and discount		17,277
Proceeds from paydowns and sales of long-term investments		163,707,290
Purchases of long-term investments		(270,344,482	)

Net cash used for investing activities		(91,188,746	)

Cash Provided by Financing Activities:
Cash receipts from issuance of capital shares-net		115,279,749
Cash receipts from reverse repurchase agreements - net		4,100,000
Cash payments on capital shares redeemed-net		(15,308,519	)
Dividends paid to shareholders		(14,381,310	)

Net cash provided by financing activities		89,689,920

Cash:
Net decrease in cash		(1,498,826	)
Cash at beginning of year		1,498,826

Cash at end of year	$	—

Cash Flow Information:
Cash paid for interest	$	740,945

Non-Cash Financing Activities
Capital shares issued in reinvestment of dividends to shareholders	$	2,060,217

+See Notes ~~Commencement~~to ofFinancial ~~operations~~Statements.

++21 Prior to fiscal 2002, Access Capital LLC paid the Fund’s operating expenses and received six basis points for reimbursement and the amounts paid by Access in excess of reimbursement were disclosed in the notes to the financial statements.

CommencingTable in fiscal 2002, the Fund’s operating expenses are being recorded by the Fund and the Fund is being reimbursed by Access and MLIM for operating expenses in excess of six basis points. Contents

~~+++~~Access ~~Based~~Capital onStrategies ~~average~~Community ~~shares~~Investment ~~outstanding~~Fund, Inc.

~~See~~FINANCIAL ~~Notes~~HIGHLIGHTS ~~to Financial Statements.~~

21The following per share data and ratios have been derived from information provided in the financial statements.

ACCESS CAPITAL STRATEGIES


	Year Ended May 31,
*Increase (Decrease) in Net Asset Value:*	2004			2003			2002			2001			2000
Per Share Operating Performance: ++
Net asset value, beginning of year	$	10.21		$	10.19		$	9.97		$	9.50		$	9.93

Investment income-net		.54	**		.62	**		.64			.63			.58
Realized and unrealized gain(loss) on investments-net		(.59	)		.12			.22			.50			(.42	)

Total from investment operations		(.05	)		.74			.86			1.13			.16

Less dividends from investment income-net		(.54	)		(.72	)		(.64	)		(.66	)		(.59	)

Net asset value, end of year	$	9.62		$	10.21		$	10.19		$	9.97		$	9.50

Total Investment Return:*
Based on net asset value per share		(.56	)%		7.46	%		8.88	%		12.12	%		1.69	%

Ratios to Average Net Assets:+
Expenses, net of reimbursement and excluding interest expense		.87	%		.68	%		.64	%		.58	%		.58	%

Expenses, excluding interest expense		.78	%		.75	%		.77	%		.58	%		.58	%

Expenses		1.04	%		1.04	%		1.06	%		1.23	%		.82	%

Investment income-net		5.43	%		6.08	%		6.41	%		6.63	%		6.54	%

Ratios to Average Net Assets, Including Borrowings:+
Expenses, net of reimbursement and excluding interest expense		.71	%		.57	%		.58	%		—			—

Expenses, excluding interest expense		.64	%		.64	%		.68	%		—			—

Expenses		.85	%		.88	%		.94	%		—			—

Investment income-net		4.44	%		5.14	%		5.73	%		—			—

Supplemental Data:
Net assets, end of year (in thousands)	$	346,567		$	247,034		$	184,884		$	122,188		$	49,877

Portfolio turnover		46	%		42	%		20	%		25	%		57	%

~~COMMUNITY~~* ~~INVESTMENT~~Total ~~FUND,~~investment ~~INC.~~returns exclude the effects of sales charges.

~~Notes~~** toBased ~~Financial~~on ~~Statements~~average shares outstanding.

+ 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.

(++ Per share operating performance figures have been adjusted, where appropriate, to reflect a 10,000 for 1) ~~Organization~~stock split that occurred on July 9, 2001.

~~Access~~See ~~Capital~~Notes ~~Strategies~~to ~~Community~~Financial ~~Investment Fund, Inc~~Statements. (the “Fund”), a Maryland Corporation, is organized as a non-diversified closed-end management investment company electing status as a business development company under the Investment Company Act of 1940. The Fund commenced operations on June 23, 1998.

~~The~~22 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. The Fund’s Articles of Incorporation provide that on December 31, 2032, the Fund will be dissolved without any action by the shareholders.

(2)Table Significantof Accounting Policies Contents

~~The~~ACCESS ~~following~~CAPITAL isSTRATEGIES a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that 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)~~COMMUNITY ~~Valuation~~INVESTMENT ofFUND, ~~Securities~~INC.

~~Portfolio~~Notes securities the principal market for which is a securities exchange will be valued at the closing sales price on that exchange on the day of computation, or, if there have been no sale during such day, at the bid quotations. If no such bid prices are available, then the securities will be valued in good faith at their respective fair values using methods determined by or under the supervision of the Board. Portfolio securities the principal market for which is not a securities exchange and for which State Street Bank and Trust Company (“State Street”), which provides accounting (in addition to custody) services to the Fund, can obtain a price from an independent pricing agent are valued at the price obtained from the independent pricing agent. Portfolio securities the principal market for which is not a securities exchange and for which State Street cannot obtain a price from an independent pricing agent are valued at their respective fair values by the MLIM Fixed Income Pricing Committee, provided that the price (or change in price) does not affect the Fund’s NAV by more than ½ of 1%. Portfolio securities the principal market for which is not a securities exchange, for which State Street cannot obtain a price from an independent pricing agent, and the price (or change in price) of which the MLIM Fixed Income Pricing Committee determines would affect the Fund’s NAV by more than ½ of 1% are valued at their respective fair values by the Fund’s Pricing Committee. Financial ~~futures~~Statements contracts are stated at market value. All other assets and securities including securities for which market quotations are not readily available are valued at their fair value as determined in good faith under the general supervision of the Board of Directors of the Fund (the “Directors”). Occasionally, events affecting the values of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the market on which such securities trade) and the close of business on the NYSE. If events (for example, company announcement, natural disasters, market volatility) occur during such periods that are expected to materially

22May 31, 2004

~~affect~~(1) ~~the~~Organization value for such securities, those securities may be valued at their fair value as determined in good faith by the Directors or by the investment adviser using a pricing service and/or procedures approved by the Directors.

Access Capital Strategies Community Investment Fund, Inc. (bthe “Fund”), ~~Repurchase~~a ~~Agreements~~Maryland Corporation, is organized as a non-diversified closed-end management investment company electing status as a business development company under the Investment Company Act of 1940. The Fund commenced operations on June 23, 1998.

ItThe Fund’s investment objective is ~~the~~to ~~policy~~invest ofin geographically ~~the~~specific ~~Fund~~private toplacement ~~require~~debt ~~the~~securities ~~custodian~~located ~~bank~~in toportions ~~take~~of ~~possession~~the United States designated by ~~having~~Fund ~~legally~~investors. ~~segregated~~The inFund ~~the~~invests ~~Federal~~primarily ~~Reserve~~in ~~Book entry~~private ~~system~~placement ~~all~~debt securities ~~held~~specifically asdesigned ~~collateral~~to in support ofunderlying ~~the~~community development ~~repurchase~~activities ~~agreement~~targeted ~~investments.~~to ~~Additionally,~~low- ~~procedures~~and ~~have~~moderate-income ~~been~~individuals ~~established~~such byas ~~the~~affordable ~~Fund~~housing, toeducation, ~~monitor~~small business lending, onand ajob-creating ~~daily~~activities ~~basis,~~in areas of the ~~market~~United ~~value~~States ofdesignated ~~each~~by ~~repurchase~~Fund ~~agreement~~investors. The Fund’s Articles ~~underlying~~of ~~securities~~Incorporation toprovide ~~ensure~~that on December 31, 2032, the ~~existence~~Fund ofwill abe ~~proper~~dissolved ~~level~~without ofany ~~collateral~~action by the shareholders.

~~The~~(2) ~~Fund~~Significant ~~will~~Accounting ~~only~~Policies enter into repurchase agreements with banks and other recognized financial institutions such as broker/dealers which are deemed by the Fund’s adviser or sub-adviser to be creditworthy pursuant to guidelines established by the Directors. Risk may arise from potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of the collateral securities.

~~(c)~~The ~~Reverse~~following ~~Repurchase~~is ~~Agreements~~a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The policies are in conformity with U.S. 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.

To obtain short-term financing, the Fund may enter into reverse repurchase agreements with banks and other recognized financial institutions such as broker/dealers which are deemed by the Fund’s advisor or sub-advisor to be creditworthy pursuant to the guidelines established by the Directors. Interest on the value of the reverse repurchase agreements is based upon competitive market rates at the time of issuance. At the time the Fund enters into (a) ~~reverse~~Valuation repurchase agreement, it will establish and maintain a segregated account with the custodian containing qualifying assets having a value not less than the repurchase price, including accrued interest. If the counterparty to the transaction is rendered insolvent, the ultimate realization of ~~the~~Securities ~~securities to be repurchased by the Fund may be delayed or limited. At May 31, 2003, the Fund has 45,533,666 of portfolio securities pledges as collateral for reverse repurchase agreements.~~

Portfolio securities the principal market for which is a securities exchange will be valued at the closing sales price on that exchange on the day of computation, or, if there have been no sale during such day, at the bid quotations. If no such bid prices are available, then the securities will be valued in good faith at their respective fair values using methods determined by or under the supervision of the Board. Portfolio securities the principal market for which is not a securities exchange and for which State Street Bank and Trust Company (d“State Street”), ~~Derivatives~~which provides accounting (in addition to custody) services to the Fund, can obtain a price from an independent pricing agent are valued at the price obtained from the independent pricing agent. The price is adjusted for the Community Reinvestment Act (“CRA”) premium which is obtained from an independent source. Portfolio securities the principal market for which is not a securities exchange and for which State Street cannot obtain a price from an independent pricing agent are valued at their respective fair values by the MLIM Fixed Income Pricing Committee, provided that the price (or change in price) does not affect the Fund’s NAV by more than ½ of 1%. Portfolio securities the principal market for which is not a securities exchange, for which State Street cannot obtain a price from an independent pricing agent, and the price (or change in price) of which the MLIM Fixed Income Pricing Committee determines would affect the Fund’s NAV by more than ½ of 1% are valued at their respective fair values by the Fund’s Pricing Committee. Financial futures contracts are stated at market value. All other assets and securities including securities for which market quotations are not readily available are valued at their fair value as determined in good faith under the general supervision of the Board of Directors of the Fund (the “Directors”). Occasionally, events affecting the values of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the market on which such securities trade) and the close of business on the NYSE. If events (for example, company announcement, natural disasters, market volatility) occur during such periods that are expected to materially affect the value for such securities, those securities may be valued at their fair value as determined in good faith by the Directors or by the investment adviser using a pricing service and/or procedures approved by the Directors.

~~The~~23 Fund may use derivative instruments, including futures, forwards, options, indexed securities and inverse securities for hedging purposes only. Derivatives allow the Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments.

FinancialTable futures contracts – The Fund may purchase or sell financial futures contracts and options on such futures contracts. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Contents

(eb) ~~Leverage~~Repurchase Agreements

~~The~~It is the policy of the Fund ~~may~~to ~~borrow~~require ~~money~~the ~~from~~custodian ~~and~~bank ~~issue~~to ~~debt~~take possession by having legally segregated in the Federal Reserve Book entry system all securities held as collateral in support of the repurchase agreement investments. Additionally, procedures have been established by the Fund to ~~banks~~monitor, ~~insurance~~on ~~companies~~a daily basis, ~~and~~the ~~other~~market ~~lenders~~value toof ~~obtain~~each repurchase ~~additional~~agreement’s ~~funds~~underlying securities to ~~invest~~ inensure ~~private~~the ~~placement~~existence ~~debt~~of ~~securities~~a proper level of collateral.

23The 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 adviser or sub-adviser to be creditworthy pursuant to guidelines established by the Directors. Risk may arise from potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of the collateral securities.

(fc) ~~Security~~Reverse ~~Transactions~~Repurchase ~~and~~Agreements ~~Investment Income~~

~~Security~~To ~~transactions~~obtain ~~are~~short-term ~~recorded~~financing, onthe ~~trade~~Fund ~~date.~~may ~~Realized gains~~enter into reverse repurchase agreements with banks and ~~losses~~other ~~from~~recognized ~~security~~financial institutions ~~transactions~~such as broker/dealers which are ~~reported~~deemed onby anthe ~~identified~~Fund’s advisor or sub-~~cost~~advisor ~~basis.~~to ~~Income~~be ~~and~~creditworthy ~~expenses~~pursuant ~~are~~to ~~recorded~~the guidelines established by the Directors. Interest on the ~~accrual~~value ~~basis~~of the reverse repurchase agreements is based upon competitive market rates at the time of issuance. ~~Premiums~~At ~~and~~the ~~discounts~~time onthe ~~mortgage-backed~~Fund ~~securities~~enters ~~are~~into ~~amortized~~a reverse repurchase agreement, it will establish and ~~accreted~~maintain ~~into~~a ~~interest~~segregated ~~income~~account ~~using~~with the custodian containing qualifying assets having a value not less than the repurchase price, including accrued interest. If the ~~effective-yield~~counterparty ~~method~~to the transaction is rendered insolvent, the ultimate realization of the securities to be repurchased by the Fund may be delayed or limited. At May 31, 2004, the Fund had $52,405,837 of portfolio securities pledged as collateral for reverse repurchase agreements.

(gd) ~~Federal~~Derivatives ~~Income Taxes~~

NoThe ~~provision~~Fund may use derivative instruments, including futures, forwards, options, indexed securities and inverse securities for ~~federal~~hedging ~~income~~purposes only. Derivatives allow the Fund to increase or decrease its risk exposure ~~excise~~more ~~taxes~~quickly isand ~~required~~efficiently ~~since~~than other types of instruments. 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 ~~intends~~or toif ~~continue~~the tocost ~~qualify~~of asthe aderivative ~~regulated~~outweighs the ~~investment~~benefit ~~company~~of ~~and~~the ~~distribute~~hedge. ~~all~~Hedging also involves the risk that changes in the value of ~~its~~the ~~taxable~~derivative ~~income~~will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced. Losses may arise due to ~~its~~changes ~~shareholders~~in the value of the contract or if the counterparty does not perform under the contract. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective.

~~(h)~~Financial ~~Distributions~~futures contracts - The Fund may purchase or sell financial futures contracts and options on such futures contracts. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to ~~Shareholders~~the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

~~During the fiscal year ended May 31, 2003~~ (~~and prior fiscal years~~e), ~~the~~Leverage Fund declared and distributed dividends quarterly from net investment income. Effective as of June 1, 2003, the Fund declares and distributes dividends monthly from net investment income. The fund distributes dividends annually from net realized capital gains, if any, after offsetting capital-loss carryovers.

~~(i)~~The ~~Securities~~Fund ~~Sold~~may borrow money from and issue debt securities to banks, insurance companies, and other lenders to obtain additional funds to ~~Short~~invest in private placement debt securities.

~~The~~24 Fund may utilize securities sold short that would be shown as a liability in the statements of assets and liabilities and would be for hedging purposes only. To settle the liability, the Fund would be required to purchase the previously shorted securities at the prevailing market price. Securities are sold short against purchases made prior to receiving a capital call. Upon receiving the capital call the short security is repurchased at the prevailing market price. Short sales may involve a level of risk in excess of the liability recognized in the accompanying statements of assets and liabilities. The extent of such risk cannot be quantified.

(j)Table Reclassificationof Contents

~~Accounting~~(f) ~~principles~~Security ~~generally~~Transactions ~~accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial~~ and ~~tax~~Investment ~~reporting.~~Income Accordingly, the current year’s permanent book/tax difference of $44,623 has been reclassified between paid-in capital in excess of par and accumulated distributions in excess of investment income-net. This reclassification has no effect on net assets or net asset value per share.

~~(3)~~Security ~~Investments~~transactions are recorded on trade date. Realized gains and losses from security transactions are reported on an identified-cost basis. Income and expenses are recorded on the accrual basis. Premiums and discounts on mortgage-backed securities are amortized and accreted into interest income using the effective-yield method.

~~Purchases~~(g) ~~and~~Federal ~~sales~~Income Taxes ~~of investments, excluding short-term securities, for the year ended May 31, 2003 were $262,200,561 and $163,410,230, respectively.~~

~~Net~~No ~~realized~~provision ~~gains~~for ~~(losses)~~federal ~~for~~income or ~~the~~excise ~~year~~taxes ~~ended~~is ~~May~~required ~~31,~~since ~~2003~~the ~~and~~Fund ~~net~~intends ~~unrealized~~to ~~gains~~continue ~~(losses)~~to qualify as a regulated investment company and distribute all of ~~May~~its ~~31,~~taxable ~~2003~~income ~~were~~to asits ~~follows:~~shareholders.

	Realized Gains (Losses)			Unrealized Gain (Losses)
Long-term investments	$	658,021		$	11,640,652
Financial futures contracts		(4,674,123	)		(792,844	)
Total	$	(4,016,102	)	$	10,847,808

(h) Distributions to Shareholders

AsEffective as of ~~May~~June 311, 2003, ~~net~~ ~~unrealized~~the ~~appreciation~~Fund ~~for~~declares ~~Federal~~daily ~~income tax purposes aggregated $11,640,652, of which $11,652,548 related to appreciated securities~~ and ~~$11,896~~distributes ~~related~~dividends tomonthly ~~depreciated~~from ~~securities~~net investment income. The ~~aggregate~~fund ~~cost~~distributes ofdividends ~~investments~~annually atfrom ~~May~~net ~~31,~~realized ~~2003~~capital ~~for~~gains, ~~Federal income~~if ~~tax~~any, ~~purposes~~after ~~was~~offsetting ~~$304,973,620~~capital-loss carryovers.

24(i) Securities Sold Short

~~(4)~~The ~~Investment~~Fund ~~Management~~may ~~Agreement~~utilize securities sold short that would be shown as a liability in the statements of assets and ~~Other~~liabilities ~~Transactions~~and ~~with~~would ~~Affiliates~~be for hedging purposes only. To settle the liability, the Fund would be required to purchase the previously shorted securities at the prevailing market price. Securities are sold short against purchases made prior to receiving a capital call. Upon receiving the capital call the short security is repurchased at the prevailing market price. Short sales may involve a level of risk in excess of the liability recognized in the accompanying statements of assets and liabilities. The extent of such risk cannot be quantified.

~~Access Capital Strategies LLC~~ (~~“Access”~~j) ~~serves~~Custodian ~~as the Fund’s~~Bank investment manager. Access is a registered investment adviser under the Investment Advisers Act of 1940. As of May 31, 2003, the Federal National Mortgage Association (“Fannie Mae”) through its affiliate, the Fannie Mae American Communities Fund, holds 32% equity interest in Access. At May 31, 2003, the Fund held $223,166,660 in Fannie Mae mortgage-backed securities representing 90.3% of the Fund’s net assets.

~~For~~The ~~the~~Fund ~~fiscal~~recorded ~~year~~an ~~ended~~amount ~~May~~payable ~~31,~~to ~~2003,~~the custodian ~~Access~~bank ~~was~~reflecting ~~paid~~ an ~~annual~~overnight ~~management fee~~overdraft, ~~paid~~which ~~quarterly,~~resulted offrom ~~fifty~~management ~~basis~~estimates ~~points (0.50%)~~ of ~~the~~available ~~Fund’s average monthly gross assets less accrued liabilities, other than indebtedness for borrowing~~cash.

~~Access has entered into a sub-management agreement~~ (~~the “Sub-Management Agreement”~~k) ~~with~~Reclassification Merrill Lynch Investment Managers, L.P. (“MLIM”). Under the Sub-Management Agreement, MLIM has assumed certain investment and administrative duties of Access and for such services MLIM receives from Access an annual sub-management fee paid quarterly at an annual rate of twenty-five basis points (0.25%) of the Fund’s average gross monthly assets, less accrued liabilities other than indebtedness for borrowings. For the year ended May 31, 2003, MLIM received $655,401 from Access. As of May 31, 2003, 24.4% of the Fund’s outstanding shares are owned by Merrill Lynch Community Development Corp., an affiliate of MLIM.

~~During~~U.S. ~~the~~generally ~~fiscal~~accepted ~~year~~accounting ~~ended~~principals ~~May~~require ~~31,~~that ~~2003,~~certain ~~the~~components ~~Fund~~of ~~was~~net ~~also~~assets ~~charged~~be ~~for~~adjusted ~~custody~~to ~~and~~reflect ~~portfolio~~permanent ~~accounting~~differences between ~~services~~financial and ~~operating~~tax ~~expenses~~reporting. ToAccordingly, during the ~~extent such~~current ~~expenses~~year, ~~exceeded~~$63,830 ~~six~~has ~~basis~~been ~~points~~reclassified ~~(0.06%)~~between paid-in capital and accumulated distributions in excess of ~~the~~investment ~~Fund’s~~income ~~monthly~~as ~~average~~a result of permanent differences attributable to a tax return of capital. This reclassification has no effect on net assets, ~~they~~or ~~were~~net ~~reimbursed~~asset byvalue ~~Access~~per ~~and MLIM~~share.

~~During the fiscal year ended May 31, 2003, the Fund also continued to be charged two basis points~~ (~~0.02%~~3) ofInvestments the Fund’s total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to March 2001. $44,623 of previously unreimbursed expenses incurred prior to March 2001 were reimbursed by the Fund in fiscal 2003.

~~Effective~~Purchases ~~as of June 1, 2003, the six basis point~~ and ~~two~~sales basis point expense reimbursement caps referred to in the two immediately preceding paragraphs have been replaced with and superceded by a 25 basis point expense reimbursement cap. To the extent that the Fund’s operating expenses in a given fiscal year are less than .25% of ~~the~~investments, ~~Fund’s~~excluding ~~monthly~~short-term ~~average net assets~~securities, ~~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~~ended ~~unreimbursed expenses as of~~ May 31, ~~2003~~2004 ~~amount~~were to$262,455,982 and $~~733~~164,~~863~~006,811, respectively.

~~For~~Net ~~certain~~realized ~~issues~~losses ~~purchased~~for by the Fund, the issuer may pay a 100 basis point (1%) structuring fee to the Fund. In the event that the Fund receives a structuring fee from an issuer, Access charges the Fund an investment structuring fee equal to 100 basis points (1%). For the fiscal year ended May 31, ~~2003,~~2004 ~~the~~and ~~Fund received~~net $0unrealized inappreciation/depreciation ~~structuring~~as ~~fees~~of ~~from~~May ~~issuers and accordingly~~31, ~~the~~2004 ~~Fund~~were ~~paid~~as ~~Access~~follows ~~$0 in structuring fees.~~

Access maintains a shareholder account for each investor in the Fund. Investors making a commitment to the Fund pay Access a one-time commitment fee of 25 basis points (0.25%) of the commitment. During the year ended May 31, 2003, Access received $139,250 in commitment fees, of which $98,250 was paid to FAM Distributors, Inc., an affiliate of MLIM.


	Realized Losses			Unrealized Appreciation/ Depreciation
Long-term investments	$	(175,222	)	$	(4,662,890	)
Financial futures contracts		(1,694,980	)		170,026

Total	$	(1,870,202	)	$	(4,492,864	)

~~(5)~~As ~~Capital~~of ~~Share~~May ~~Transactions~~31, 2004, net unrealized depreciation for federal income tax purposes aggregated $4,662,890, of which $2,870,063 related to appreciated securities and $7,532,953 related to depreciated securities. The aggregate cost of investments at May 31, 2004 for federal income tax purposes was $403,230,291.

~~The~~25 ~~Fund has authorized 100,000,000 (adjusted to reflect a 10,000 for 1 stock split that occurred on July 9, 2001) shares of $.0000001 par value common stock. Shares issued and outstanding during the~~

25Table of Contents

year ended May 31, 2003 increased by 5,796,410 as a result of shares sold and 259,639 as a result of dividend reinvestment and during the year ended May 31, 2002 increased by 13,281,102 as a result of a stock split, (4~~,547,425~~) asInvestment aManagement ~~result~~Agreement ~~of shares sold~~ and ~~309,905~~Other asTransactions awith ~~result~~Affiliates ~~of dividend reinvestment. At May 31, 2003, there were 24,166,878 shares outstanding.~~

~~Investors~~Access ~~withdrawing~~Capital ~~from~~Strategies ~~the~~LLC ~~Fund~~(“Access”) ~~receive~~serves as the Fund’s ~~then~~investment ~~current~~manager. ~~net~~Access ~~asset~~is ~~value~~a ~~per~~registered ~~share.~~investment ~~Prior~~adviser tounder ~~June~~the 1,Investment ~~2003,~~Advisers ~~the~~Act ~~total~~of ~~redemption~~1940. ~~proceeds~~As ~~were~~of ~~subject~~May to31, a2004, 1%the ~~withdrawal~~Federal ~~fee~~National ifMortgage ~~the~~Association ~~assets~~(“Fannie ~~had~~Mae”) ~~been~~through inits affiliate, the ~~investor’s~~Fannie ~~account~~Mae ~~for~~American Communities ~~less~~Fund, ~~than~~holds ~~three~~a ~~years.~~32% ~~During~~equity ~~the~~interest ~~fiscal~~in ~~year~~Access. ~~ended~~At May 31, ~~2003~~ 2004, nothe ~~withdrawals~~Fund ~~were~~held ~~made.~~$265,485,085 ~~Effective~~in asFannie ofMae ~~June~~mortgage-backed 1,securities ~~2003,~~representing no76.6% ~~withdrawal~~of ~~fees~~the ~~are~~Fund’s ~~charged~~net assets.

For the fiscal year ended May 31, 2004, Access was paid an annual management fee, paid monthly of fifty basis points (60.50%) ~~Securities~~of ~~Transactions~~the Fund’s average monthly gross assets less accrued liabilities, other than indebtedness for borrowing. Prior to June 1, 2003, the management fee and sub-management fee were paid on a quarterly basis.

~~Purchases,~~Access ~~sales~~has ~~and~~entered ~~paydowns~~into ofa ~~investment~~sub-management agreement ~~securities~~(the “Sub-Management Agreement”) with Merrill Lynch Investment Managers, L.P. (~~excluding~~“MLIM”). ~~purchases~~Under the Sub-Management Agreement, ~~sales~~MLIM has assumed certain investment and ~~maturities~~administrative duties of ~~short~~Access and for such services MLIM receives from Access an annual sub-~~term~~management ~~securities~~fee paid monthly at an annual rate of twenty-five basis points (0.25%) ~~were~~of asthe ~~follows~~Fund’s average gross monthly assets, less accrued liabilities other than indebtedness for ~~the~~borrowings. ~~fiscal~~For ~~year~~the year ended May 31, ~~2003:~~2004, MLIM received $880,868 from Access. As of May 31, 2004, 16.4% of the Fund’s outstanding shares are owned by Merrill Lynch Community Development Corp., an affiliate of MLIM.

Purchases		Sales		Paydowns
$211,362,451		$30,515,514		$82,765,247

For the fiscal year ended May 31, 2004, the six basis point and two basis point expense reimbursement caps referred to below have been replaced with and superceded by a 25 basis point expense reimbursement cap. To the extent that the Fund’s operating expenses 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 May 31, 2004 amount to approximately $483,374. 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 was 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.

~~The~~For ~~Fund~~certain ~~had~~issues purchased by the Fund, the ~~following~~issuer ~~reverse~~may ~~repurchase~~pay ~~agreements~~a ~~outstanding~~100 atbasis point (1%) structuring fee to the Fund. In the event that the Fund receives a structuring fee from an issuer, Access may charge the Fund an investment-structuring fee equal to 100 basis points (1%). For the fiscal year ended May 31, ~~2003:~~2004, the Fund received $0 in structuring fees from issuers and accordingly, the Fund paid Access $0 in structuring fees.

Repurchase amount	Counterparty	Interest rate	Maturity date
$19,400,000	Credit Suisse First Boston	1.31%	6/16/03
$27,600,000	Credit Suisse First Boston	1.34%	6/25/03

Access maintains a shareholder account for each investor in the Fund. Investors making a commitment to the Fund pay Access a one-time commitment fee of 25 basis points (0.25%) of the commitment. During the year ended May 31, 2004, Access received $313,625 in commitment fees, of which $138,000 was paid to FAM Distributors, Inc., an affiliate of MLIM.

~~The~~(5) ~~average~~Capital ~~daily balance,~~Share ~~weighted~~Transactions ~~average interest rate and maximum amount outstanding under these agreements for the fiscal year ended May 31, 2003 were as follows:~~

Average daily Balance outstanding		Weighted average interest rate		Maximum amount outstanding
$41,493,452		1.54%		$58,800,000

The Fund has authorized 100,000,000 shares of $.0000001 par value common stock. Shares issued and outstanding during the

~~(7)~~26 ~~Distributions to Shareholders:~~

TheTable tax character of distributions paid during the fiscal years ended May 31, 2003 and May 31, 2002 was as follows: Contents

	5/31/2003		5/31/2002
Distributions paid from:
Ordinary income	$	15,984,993	$	9,746,762
Total taxable distributions	$	15,984,993	$	9,746,762
As of May 31, 2003, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income—net			$	(1,401,829	)
Undistributed long-term capital gains—net				—
Total undistributed earnings—net				(1,401,829	)
Capital loss carry forward				(2,203,104	)*
Unrealized gains—net				7,559,459	**
Total accumulated earnings—net			$	3,954,526

year ended May 31, 2004 increased by 11,839,884; 13,192,784 as a result of shares sold and 209,604 as a result of dividend reinvestment and during the year ended May 31, 2003 increased by 5,796,410 as a result of shares sold and 259,639 as a result of dividend reinvestment. At May 31, 2004, there were 36,035,590 shares outstanding.

*As Ondescribed ~~May~~in 31the Fund’s Private Offering Memorandum (“Offering Memorandum”), ~~2003~~shareholders in the Fund may be offered the opportunity to participate in a quarterly repurchase program. In every quarter since inception, June 23, 1998, the Fund ~~had~~has offered shareholders the opportunity to participate in a quarterly repurchase program. Four times each year shareholders receive a letter asking if they wish to redeem some or all of their Fund Shares. Investors withdrawing from the Fund (i.e., redeeming their Shares) will receive the then current net asset ~~capital~~value ~~loss~~per ~~carry~~Share ~~forward~~and have transferred to their account maintained by Access the net proceeds from liquidation of $2their Shares in the Fund. Prior to June 1,~~203~~ 2003,~~104~~ Access would have charged redeeming shareholders a 1% withdrawal fee if the assets were held in the account for less than three years, offollowing which ~~$16,310~~the ~~expires~~assets remaining in ~~2007~~their account would have been returned to the investor. The 1% withdrawal fee has not been charged on any redemptions occurring after June 1, ~~$137~~2003. During the period June 1,~~249~~ ~~expires~~2003, inthrough ~~2008~~May 31, ~~$644~~2004,~~962~~ ~~expires~~five inshareholders ~~2009~~opted to redeem a total of 1,562,504 Fund shares for total proceeds of $~~310~~15,~~646~~308,518. ~~expires~~There were no redemptions in ~~2010~~the ~~and~~fiscal $1year ended May 31,~~093,937~~ ~~expires~~2003. Further as described in ~~2011~~the Offering Memorandum, certain institutional investors (“accredited investors”) may periodically purchase shares of the Fund at its current net asset value per share. ~~This~~As ~~amount~~stipulated by the Offering Memorandum, the Fund will terminate operations, and all investors will be ~~available~~required to ~~offset~~tender ~~like~~all ~~amounts~~Shares ofoutstanding ~~any~~on ~~future~~December ~~taxable~~31, ~~gains~~2032.

26(6) Securities Transactions

**Purchases, ~~The~~sales ~~difference between book-basis~~ and ~~tax-basis~~paydowns ~~net~~of ~~unrealized~~investment ~~gains~~securities is(excluding ~~attributable~~purchases, ~~primarily~~sales toand ~~the~~maturities ~~tax deferral~~ of ~~losses~~short-term onsecurities) ~~straddles~~were ~~and~~as ~~the~~follows ~~realization~~ for ~~tax~~the ~~purposes~~fiscal ofyear ~~unrealized~~ended ~~gains~~May ~~(losses)~~31, on2004: ~~certain futures contracts.~~

(8) Subsequent Event:


Purchases		Sales		Paydowns
$	262,455,982	$	50,174,982	$	113,831,829

The ~~following~~Fund ~~changes~~had to the following ~~Fund’s~~reverse ~~operating procedures~~repurchase ~~took~~agreements ~~place~~outstanding onat ~~June~~May 131, ~~2003, the start of the next fiscal year~~2004:

• Daily pricing for determination of the Net Asset Value per Share and daily declaration of dividends from net investment income


Repurchase amount		Counterparty	Interest rate	Maturity date
$	14,300,000	Credit Suisse First Boston	1.10%	6/01/04
$	26,100,000	Credit Suisse First Boston	1.09%	6/15/04
$	10,700,000	Credit Suisse First Boston	1.09%	6/25/04

•The ~~Monthly~~average ~~payment~~daily balance, ofweighted ~~dividend~~average orinterest ~~dividend~~rate ~~reinvestment~~and ~~from~~maximum ~~net~~amount ~~investment~~outstanding ~~income~~under these agreements for the fiscal year ended May 31, 2004 were as follows:

• Increasing the Fund’s expense reimbursement cap from 8 to 25 basis points of net assets

Average daily

balance outstanding

Weighted average

interest rate

Maximum
amount outstanding

$64,989,589

1.14%

$109,000,000

•(7) ~~Elimination~~Distributions ofto ~~the 1% withdrawal fee formerly charged by Access upon redemptions~~Shareholders:

27The tax character of distributions paid during the fiscal years ended May 31, 2004 and May 31, 2003 was as follows:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


	5/31/2004		5/31/2003
Distributions paid from:
Ordinary income	$	15,535,125	$	15,984,993
Tax return of capital		63,830		—

Total taxable distributions	$	15,598,955	$	15,984,993

~~For~~27 the previous two fiscal years, Deloitte & Touche LLP has served as the Fund’s independent auditors and accountants. Deloitte & Touche LLP continues to serve as the Fund’s independent auditors and accountants and the Fund has not had any disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or scope of auditing procedures.

28Table of Contents

~~PART~~As ~~III~~of May 31, 2004, the components of accumulated losses on a tax basis were as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Undistributed ordinary loss – net	$	(1,310,503	)
Undistributed long-term capital gains – net		—

Total undistributed losses – net		(1,310,503	)
Capital loss carryforward		(4,229,180	)*
Unrealized losses – net		(7,625,339	)**

Total accumulated losses – net	$	(13,165,022	)

~~The~~* ~~Fund’s~~On ~~Board~~May of31, ~~Directors~~2004, ~~establishes and reviews policy for~~ the ~~management of the~~ Fund. Ahad ~~majority~~a ofnet ~~the~~capital ~~members~~loss ofcarryforward ~~the Board~~ of ~~Directors~~$4,229,180, ~~as required by Section 56(a)~~ of ~~the~~which ~~1940 Act~~$16,310 ~~are~~expires ~~disinterested.~~in ~~The~~2007, ~~Board~~$137,249 ~~meets~~expires noin ~~less~~2008, ~~frequently~~$644,962 ~~than~~expires ~~quarterly.~~in ~~The~~2009, ~~Board~~$310,646 ~~reviews~~expires ~~and~~in ~~approves annually the contracts between the Fund~~2010, ~~Access~~$1,093,937 ~~and~~expires ~~any~~in ~~other affiliates of Access. Management is responsible for all day-to-day business decisions regarding operations of the Fund. Specifically~~2011, ~~all decisions about buying~~ and ~~selling~~$2,026,076 ~~portfolio~~expires ~~investments~~in ~~are Management’s responsibility~~2012. ~~The~~This ~~Board~~amount ~~reviews~~will ~~and~~be ~~considers~~available ~~the allocation of actual investments as compared~~ to ~~the~~offset ~~allocation~~like ~~indicated~~amounts byof ~~investors’~~any ~~Designated~~future ~~Target~~taxable ~~Regions~~gains.

At** ~~May~~The ~~31,~~difference ~~2003~~between book-basis and tax-basis net unrealized losses is attributable primarily to the tax deferral of losses on straddles, the ~~Fund’s~~realization ~~Directors~~for ~~were:~~tax purposes of unrealized gains (losses) on certain futures contracts and the deferral of post-October capital losses for tax purposes.

Name, Age and Offices with the Fund		Principal Occupation During At Least Past Five Years and Public Directorships as of March 1, 2003
Stephen B. Swensrud, 69 Director since 2001		Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman, R.P.P. Corporation (manufacturing company), since 1978; Director, International Mobile Communications, Inc. (telecommunications company) since 1998. In addition, Mr. Swensrud is a Director of 43 registered investment companies consisting of 61 portfolios advised by Merrill Lynch Investment Managers, L.P. or its affiliates.
M. Colyer Crum, 70 Director since 2001		James R. Williston Professor of Investment Management Emeritus, Harvard Business School since 1996; James R. Williston Professor of Investment Management, Harvard Business School, from 1971 to 1996; Director of Cambridge Bancorp. In addition, Mr. Crum is a Director of 23 registered investment companies consisting of 36 portfolios advised by Merrill Lynch Investment Managers, L.P. or its affiliates.
Terry K. Glenn*, 62 Director since 2001		Chairman (Americas Region) of Merrill Lynch Investment Managers, L.P., from 2000 to 2002; Executive Vice President of Merrill Lynch Investment Managers, L.P. and Fund Asset Management, L.P., from 1983 to 2000; Executive Vice President and Director of Princeton Services, Inc., from 1993 to 2002; President of FAM Distributors, Inc., from 1986 to 2002 and Director thereof from 1991 to 2002; President of Princeton Administrators, L.P., from 1988 to 2002. In addition, Mr. Glenn is President of and a Director of substantially all investment companies advised by Merrill Lynch Investment Managers, L.P. or its affiliates.
Peter J. Blampied, 60 Director since 1997		President, Corcoran Management Company, a real estate firm, since 1998. Vice Chairman, Citizens Bank of Massachusetts, from 1993 to 1994. Chairman, President & CEO Boston Five Bancorp, from 1989 to 1993. In addition Mr. Blampied is a Director of A.W. Perry, Inv. (1998-present) and Environmental Power Corp. (1998-present), and a Trustee of Northeast Investors Trust (2000-present).
Ronald A. Homer*, 56 Director since 1997		CEO & Co-Managing Member, Access Capital Strategies LLC (the Manager) since 1997. President & CEO, Boston Bank of Commerce, from 1983 to 1996.
		In addition, Mr. Homer is a Director of Sallie Mae (GSE).
Kevin J. Mulvaney, 54 Director since 1997		President, Strategic Advisors Group, a management-consulting firm, since 1997. Formerly President of DRI/McGraw Hill, from 1994 to 1997. Executive Vice President, Bank of Boston (prior to 1993).

*Table Anof “interested” Director.Contents

29ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Officers~~For the previous two fiscal years, Deloitte & Touche LLP has served as the Fund’s independent registered public accounting firm (the “auditor”). Deloitte & Touche LLP continues to serve as the Fund’s auditor and the Fund has not had any disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or scope of auditing procedures.

~~The~~ITEM ~~officers of the Fund are elected by and serve at the pleasure of the Board of Directors of the Fund~~9A. AtCONTROLS ~~May~~AND ~~31, 2003, the officers of the Fund were:~~ PROCEDURES

Name (Age)	Position	Other Affiliation
Ronald A. Homer (56)	Chairman (since 1997)	CEO & Co-Managing Member, Access Capital Strategies LLC
David F. Sand (46)	CEO (since 1997)	President & Co-Managing Member, Access Capital Strategies LLC
David W. Clayton (36)	Secretary (since 2001)	Vice President—Legal Advisory, Merrill Lynch Investment Managers, L.P.

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 its 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.

~~The~~29 ~~business backgrounds not shown above of the Fund’s directors and officers are as follows:~~

Name	Employers (prior 5 years)	Industry	Job Description
David F. Sand	Access Capital Strategies 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)
David W. Clayton	Milbank Tweed Hadley & McCloy Blake, Cassels & Graydon	Legal Legal	Attorney (1997-2000) Attorney (1995-1997)

~~ITEM~~ PART ~~11.~~III ~~EXECUTIVE COMPENSATION~~

~~The Fund pays no compensation to its officers who are “interested persons” (as defined in the 1940 Act) of the Fund or to its directors who are officers,~~ ~~directors or employees of Access, MLIM or any “affiliated person” (as defined in the 1940 Act) of Access or MLIM~~ITEM 10. DIRECTORS ~~The~~AND ~~Fund’s~~EXECUTIVE ~~disinterested~~OFFICERS ~~directors~~OF ~~received~~THE ~~$2,000~~REGISTRANT ~~per meeting. There were 4 in person meetings during the reporting period. Such directors also are reimbursed by the Fund for their expenses in attending meetings of the Board or any committee thereof.~~

~~ITEM~~The 12Fund’s Board of Directors establishes and reviews policy for the management of the Fund. ~~SECURITY~~A ~~OWNERSHIP~~majority OFof ~~CERTAIN~~the ~~BENEFICIAL~~members ~~OWNERS~~of ~~AND~~the ~~MANAGEMENT~~Board of Directors, as required by Section 56(a) of the 1940 Act, are disinterested. The Board meets no less frequently than quarterly. The Board reviews and approves annually the contracts between the Fund, Access, and any other affiliates of Access. Management is responsible for all day-to-day business decisions regarding operations of the Fund. Specifically, all decisions about buying and selling portfolio investments are Management’s responsibility. The Board reviews and considers the allocation of actual investments as compared to the allocation indicated by investors’ Designated Target Regions.

~~Beneficial~~At ~~Owners~~May 31, 2004, the Fund’s Directors were:

At May 31, 2003, the following investors beneficially owned more than five percent of the Fund’s outstanding voting securities:


Name, Age and Offices with the Fund		Principal Occupation During At Least Past Five Years and Public Directorships as of March 1, 2004
Stephen B. Swensrud, 70 Director since 2001		Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman, R.P.P. Corporation (manufacturing company), since 1978; Director, International Mobile Communications, Inc. (telecommunications company) since 1998. In addition, Mr. Swensrud is a Director of 43 registered investment companies consisting of 61 portfolios advised by Merrill Lynch Investment Managers, L.P. or its affiliates.

M. Colyer Crum, 72 Director since 2001		James R. Williston Professor of Investment Management Emeritus, Harvard Business School since 1996; James R. Williston Professor of Investment Management, Harvard Business School, from 1971 to 1996; Director of Cambridge Bancorp. In addition, Mr. Crum is a Director of 24 registered investment companies consisting of 37 portfolios advised by Merrill Lynch Investment Managers, L.P. or its affiliates.

Terry K. Glenn*, 63 Director since 2001		Chairman (Americas Region) of Merrill Lynch Investment Managers, L.P., from 2000 to 2002; Executive Vice President of Merrill Lynch Investment Managers, L.P. and Fund Asset Management, L.P., from 1983 to 2000; Executive Vice President and Director of Princeton Services, Inc., from 1993 to 2002; President of FAM Distributors, Inc., from 1986 to 2002 and Director thereof from 1991 to 2002; President of Princeton Administrators, L.P., from 1988 to 2002. In addition, Mr. Glenn is President of and a Director of substantially all investment companies advised by Merrill Lynch Investment Managers, L.P. or its affiliates.

Peter J. Blampied, 61 Director since 1997		President, Corcoran Management Company, a real estate firm, since 1998. Vice Chairman, Citizens Bank of Massachusetts, from 1993 to 1994. Chairman, President & CEO Boston Five Bancorp, from 1989 to 1993. In addition Mr. Blampied is a Director of A.W. Perry, Inv. (1998-present) and Environmental Power Corp. (1998-present), and a Trustee of Northeast Investors Trust (2000-present).

Ronald A. Homer*, 57 Director since 1997		CEO & Co-Managing Member, Access Capital Strategies LLC (the Manager) since 1997. President & CEO, Boston Bank of Commerce, from 1983 to 1996. In addition, Mr. Homer is a Director of Sallie Mae (GSE).

Kevin J. Mulvaney, 56 Director since 1997		President, Strategic Advisors Group, a management-consulting firm, since 1997. Formerly President of DRI/McGraw Hill, from 1994 to 1997. Executive Vice President, Bank of Boston (prior to 1993).

Title of Class		Name and address of beneficial owner		Amount and nature* of beneficial ownership		Percentof class
Common stock		Merrill Lynch Community Development Corp. Development Company LLC 800 Scudders Mill Rd. #1-H Plainsboro, NJ 08536		5,899,252.147		24.4%

*	An “interested” Director.

Title of Class		Name and address of beneficial owner		Amount and nature* of beneficial ownership		Percentof class
Common stock		Fleet Boston 100 Federal Street. MA DE 10012H Boston, MA 02100		1,720,840.000		7.2	%

*Audit ToCommittee ~~the~~Financial ~~Fund’s~~Expert ~~knowledge, both investors have both voting power and investment power of the Shares. Management:~~

~~Access,~~The ~~the~~board ~~manager~~of directors of the Fund, ~~owned~~has ~~94.3~~determined ~~Fund~~that ~~Shares~~Peter atJ. ~~May~~Blampied, 31M. Colyer Crum, ~~2003~~Kevin J. Mulvaney, ~~representing~~and ~~less~~Steven B. Swensrud are ~~than~~“audit 0committee financial experts” as defined in Item 401(h) of Regulation S-K.1% Each audit committee financial expert is “independent” as that term is defined in Item 7(d)(3)(iv) of ~~the~~Schedule ~~Fund’s~~14A ~~outstanding~~under ~~Shares.~~the Exchange Act.

~~ITEM~~Officers ~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

The ~~Fund~~officers ~~may~~of ~~invest~~the inFund ~~securities~~are ~~guaranteed~~elected ~~and issued~~ by ~~Fannie~~and ~~Mae.~~serve Anat ~~affiliate~~the pleasure of ~~Fannie~~the ~~Mae~~Board isof anDirectors ~~investor~~of ~~in Access,~~ the Fund~~’s manager~~. ~~The~~At ~~Fund’s Directors~~May ~~have~~31, ~~adopted policies and procedures to govern~~ 2004, the ~~direct~~officers ~~purchase~~ of ~~Fannie Mae mortgage-backed securities by~~ the Fund ~~from~~were: ~~the Fannie Mae Customer Service Trading Desk.~~

At May 31, 2003, the Fund owned $223.2 million aggregate amount in Fannie Mae mortgage-backed securities, representing 70.8% of the total amount of mortgage-backed securities held by the Fund and 90.3% of the Fund’s net assets.


Name (Age)	Position	Other Affiliation
Ronald A. Homer (57)	Chairman (since 1997)	CEO & Co-Managing Member, Access Capital Strategies LLC

David F. Sand (47)	CEO (since 1997)	President & Co-Managing Member, Access Capital Strategies LLC

Cliff Turbitt (41)	Secretary (since 2003)	Vice President – Legal Advisory, Merrill Lynch Investment Managers, L.P.

~~ITEM~~The ~~14.~~business backgrounds ~~CONTROLS~~not ~~AND~~shown ~~PROCEDURES~~above of the Fund’s directors and officers are as follows:


Name	Employers (prior 5 years)	Industry	Job Description
David F. Sand	Access Capital Strategies LLC	Investment Adviser	President & Co-Managing Member (1997-present)

Cliff Turbitt	Merrill Lynch Invest Managers, LLC	Investment Manager	Vice President/Legal Advisory (2002-present)

	Dechert LLP	Legal	Associate (1999-2002)

31Code of Ethics

The Fund has adopted a code of ethics that applies to the fund’s principal executive ~~PART~~officer, IVprincipal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of ethics is available without charge upon request.

ITEM 1511. EXECUTIVE ~~EXHIBITS,~~COMPENSATION ~~FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K~~

The Fund pays no compensation to its officers who are “interested persons” (aas defined in the 1940 Act)~~(1)~~ ~~The~~of ~~following~~the ~~financial~~Fund ~~statements~~or to its directors who are ~~included~~officers, directors or employees of Access, MLIM or any “affiliated person” (as defined in the 1940 Act) of Access or MLIM. The Fund’s ~~Annual~~disinterested ~~Reports~~directors onreceived ~~Form~~$2,000 ~~10-K~~per ~~for~~meeting. There were four in person meetings during the ~~fiscal~~reporting ~~year~~period. ~~ended~~Such ~~May~~directors ~~31,~~also ~~2003~~are reimbursed by the Fund for their expenses in attending meetings of the Board or any committee thereof.

~~Statement of Assets and Liabilities as of May~~ 31, ~~2003.~~

StatementTable of Operations for the fiscal year ended May 31, 2003. Contents

~~Statement~~ ITEM of12. SECURITY ~~Changes~~OWNERSHIP inOF ~~Net~~CERTAIN ~~Assets~~BENEFICIAL ~~for~~OWNERS ~~the~~AND ~~fiscal~~MANAGEMENT ~~year ended May 31, 2003 and the fiscal year ended May 31, 2002.~~

~~Statement~~Beneficial ofOwners: ~~Cash Flows for the Fiscal Year ended May 31, 2003~~

~~Financial~~At ~~Highlights~~May 31, 2004, the following investors beneficially owned more than five percent of the Fund’s outstanding voting securities:

Notes to Financial Statements


Title of Class	Name and address of beneficial owner	Amount and nature* of beneficial ownership	Percent of class
	Merrill Lynch Community Development Corp.	5,899,252.147	16.4%

	Massachusetts Pension Reserve Investment Trust	2,549,099.661	7.1%

	Washington Mutual	1,830,986.186	5.1%

~~Independent~~Access, ~~Auditors~~the manager of the Fund, owned 106.904 Fund Shares at May 31, 2004, representing less than 0.00% of the Fund’s ~~Report~~outstanding Shares.

~~(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~~ITEM of13. CERTAIN ~~conditions~~RELATIONSHIPS ~~under~~AND ~~which~~RELATED ~~they~~TRANSACTIONS ~~are required or because the required information is included in the financial statements and related notes thereto.~~

~~(a)(3)~~The Fund may invest in securities guaranteed and issued by Fannie Mae. An affiliate of Fannie Mae is an investor in Access, the Fund’s manager. The ~~following~~Fund’s ~~exhibits~~Directors ~~are~~have ~~included~~adopted aspolicies ~~part~~and procedures to govern the direct purchase of ~~this~~Fannie ~~Form~~Mae 10mortgage-Kbacked securities by the Fund from the Fannie Mae Customer Service Trading Desk.

Exhibit No.			Exhibit
(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 of June 1, 2003, filed herewith.
		(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 filed herewith.
	(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
	(26)		N/A
	(27)		[Reserved]

At May 31, 2004, the Fund owned $265.5 million aggregate amount in Fannie Mae mortgage-backed securities, representing 67% of the total amount of mortgage-backed securities held by the Fund and 77% of the Fund’s net assets.

32 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(28	)	[Reserved]
(29	)	[Reserved]
(30	)	[Reserved]
(31	)	Certifications required by the Sarbanes-Oxley Act of 2002.

During the fiscal year ended May 31, 2004, Deloitte & Touche LLP was employed principally to perform the annual audit and to render tax services. Fees paid to Deloitte & Touche LLP for each of the last two fiscal years are listed in the following table.

(b) Reports on Form 8-K


	2004		2003
Audit fees	$	45,000	$	40,000
Audit-related fees		—		—
Tax fees		4,800		5,200
All other fees		—		—

	$	49,800	$	45,200

~~None.~~32

33Table of Contents

The fund’s audit committee pre-approves all audit and non-audit services to be performed by the auditor. It has ~~SIGNATURES~~policies and procedures in place to ensure that the Fund is in compliance with the requirements for pre-approval set forth in the Sarbanes-Oxley Act of 2002 and the SEC rules regarding auditor independence. These policies and procedures provide a mechanism by which management can request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations. The policies and procedures are detailed as to the particular service and do not delegate the committee’s responsibility to management. They address any service provided by the auditor, and any audit or audit-related services to be provided by any other audit service provider. The pre-approval process includes an annual and interim component. There were no fees approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

~~Pursuant to the requirements of~~ ~~Section~~PART 13IV ~~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: August 29, 2003						/s/ RONALD A. HOMER*
						Ronald A. Homer, Chairman

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

~~Date:~~(a)(1) ~~August~~The ~~29,~~following ~~2003~~financial /statements are included in the Fund’s/ ~~KEVIN~~Annual J.Reports MULVANEY*on ~~Kevin~~Form J.10-K ~~Mulvaney~~for the fiscal year ended May 31, ~~Director~~2004.

~~Date:~~Statement ~~August~~of ~~29,~~Assets ~~2003~~and ~~/s/~~Liabilities ~~PETER~~as BLAMPIED*of ~~Peter~~May ~~Blampied~~31, ~~Director~~2004.

~~Date:~~Statement ~~August~~of ~~29,~~Operations ~~2003~~for ~~/s/~~the M.fiscal ~~COLYER~~year CRUM*ended M.May ~~Colyer Crum~~31, ~~Director~~2004.

~~Date:~~Statement ~~August~~of ~~29,~~Changes ~~2003~~in ~~/s/~~Net ~~TERRY~~Assets K.for GLENN*the ~~Terry~~fiscal K.year ~~Glenn~~ended May 31, ~~Director~~2004 and the fiscal year ended May 31, 2003.

~~Date:~~Statement ~~August~~of ~~29,~~Cash ~~2003~~Flows ~~/s/~~for ~~STEPHEN~~the B.Fiscal SWENSRUD*Year ~~Stephen~~ended B.May ~~Swensrud~~31, 2004. ~~Director~~

~~Date: August 29, 2003 /s/ DAVID F. SAND* David F. Sand, Chief Executive Officer and Principal~~ Financial ~~Officer~~Highlights

*Notes ~~Executed on behalf of the indicated person by the undersigned, pursuant~~ to ~~power~~Financial ofStatements ~~attorney.~~

~~By:~~Report ~~/s/~~of ~~BRANT~~Independent K.Registered ~~BROWN~~Public ~~Brant~~Accounting K.Firm ~~Brown Attorney-In-Fact~~

34(a)(2) All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements and related notes thereto.

(a)(3) The following exhibits are included as part of this Form 10-K.


Exhibit No.		Exhibit
(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 of 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
(26)		N/A
(27)		[Reserved]
(28)		[Reserved]
(29)		[Reserved]
(30)		[Reserved]
(31)		Certifications required by the Sarbanes-Oxley Act of 2002. Filed herein.
(32)		Certifications required by the Sarbanes-Oxley Act of 2002. Filed herein.
(33) - (98)		[Reserved]
(99)		N/A

(b) Reports on Form 8-K None.

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: August 13, 2004		/s/ Ronald A. Homer*
		Ronald A. Homer, Chairman

Date: August 13, 2004		/s/ Kevin J. Mulvaney*
		Kevin J. Mulvaney, Director

Date: August 13, 2004		/s/ Peter J. Blampied*
		Peter J. Blampied, Director

Date: August 13, 2004		/s/ M. Colyer Crum*
		M. Colyer Crum, Director

Date: August 13, 2004		/s/ Terry K. Glenn*
		Terry K. Glenn, Director

Date: August 13, 2004		/s/ Stephen B. Swensrud*
		Stephen B. Swensrud, Director

Date: August 13, 2004		/s/ David F. Sand*
		David F. Sand, Chief Executive Officer and Principal Financial Officer

*	Executed on behalf of the indicated person by the undersigned, pursuant to power of attorney.


By:		/s/ Martin Lybecker
		Martin Lybecker
		Attorney-In-Fact

Filing Compare · ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND INC/MA