def14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No. )
Filed by
the Registrant þ
Filed by a
party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transactions applies: |
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Aggregate number of securities to which transactions applies: |
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Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials: |
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o Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
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Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
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IMPORTANT SHAREHOLDER INFORMATION
Access Capital Strategies Community Investment Fund, Inc.
The document you hold in your hands contains your proxy statement and proxy card. A proxy
card is, in essence, a ballot. When you vote your proxy, you tell us how to vote on your behalf on
important issues relating to Access Capital Strategies Community Investment Fund, Inc. (the
Fund). The proxy card may be completed by checking the appropriate box voting for or against the
specific proposal relating to the Fund. If you simply sign the proxy without specifying a vote,
your shares will be voted in accordance with the recommendations of the Funds Board of Directors.
We urge you to take the time to read the proxy statement, fill out the proxy card, and return
it to us. Voting your proxy, and doing so promptly, enables the Fund to avoid conducting
additional mailings. When shareholders do not return their proxies in sufficient numbers, we will
incur the expense of follow-up solicitations.
Please take a few moments to exercise your right to vote. Thank you.
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MARCH 28, 2006
Notice is hereby given that a Special Meeting of the Shareholders (the Meeting) of Access Capital
Strategies Community Investment Fund, Inc. (the Fund) will be held at 9:00 a.m. (Eastern Time) on
Tuesday, March 28, 2006 at the Funds offices, 419 Boylston Street, Suite 501, Boston,
Massachusetts 02116, for the following purposes:
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To consider and vote upon a proposal to authorize the Board to withdraw the Funds election
to be treated as a business development company (BDC) pursuant to Section 54(c) of the
Investment Company Act of 1940, as amended, and to continue operations as a closed-end
investment company. |
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To elect four Directors to the Board (all of whom are currently Directors) to serve until the
next annual meeting of shareholders or until their successors are elected and qualified. |
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To ratify the selection of Deloitte & Touche LLP as the Funds independent auditors for the
fiscal year ending May 31, 2006. |
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To transact such other business as may properly come before the Meeting or any adjournment
thereof. |
The proposals referred to above are discussed in the Proxy Statement attached to this Notice. Each
shareholder is invited to attend the Meeting in person.
Shareholders of record at the close of business on February 20, 2006 are entitled to notice of, and
to vote at, the Meeting or any adjournment thereof.
By Order of the Directors
/s/ Ronald A. Homer
Ronald A. Homer
Chairman
February 28, 2006
Shareholders are requested to execute and return promptly in the enclosed envelope the accompanying
proxy card, which is being solicited by the Funds Board of Directors. This is important to ensure
a quorum at the Meeting. Proxies may be revoked at any time before they are exercised by
submitting to the Fund a written notice of revocation or a subsequently executed proxy or by
attending the Meeting and voting in person.
A shareholder of the Fund objecting to the proposals above is not entitled under either Maryland
law or the Funds Articles of Incorporation or By-laws to demand payment for and an appraisal of
his or her particular shares if the proposals are consummated over his or her objection.
To Access Capital Strategies Community Investment Fund, Inc. shareholders:
The purpose of this proxy is to announce that a Special Meeting of Shareholders (the
Meeting) of Access Capital Strategies Community Investment Fund, Inc. (the Fund) has been
scheduled for March 28, 2006. The purpose of the Meeting is to submit to the shareholders a vote:
(1) to authorize the Board of Directors (the Board) to withdraw the Funds election to be treated
as a business development company (BDC) pursuant to Section 54(c) of the Investment Company Act
of 1940, as amended, and to continue operations as a closed-end investment company; (2) to elect
four Directors to the Board (all of whom are currently Directors) to serve until the next annual
meeting of shareholders or until their successors are elected and qualified; (3) to ratify the
selection of Deloitte & Touche LLP as the Funds independent auditors for the fiscal year ending
May 31, 2006; and (4) to transact such other business as may properly come before the Meeting or
any adjournment thereof.
While you are, of course, welcome to join us at the Meeting, most shareholders cast their
votes by filling out and signing the enclosed proxy card. To conduct the Meeting, a majority of
shares must be represented either in person or by proxy. Whether or not you plan to attend the
Meeting, we need your vote. Please mark, sign, and date the enclosed proxy card and return it
promptly in the enclosed, postage-paid envelope so that the maximum number of shares may be voted.
We encourage you to read the enclosed proxy statement thoroughly. In addition, we have
included on the next two pages a list of some commonly asked questions and answers. If you have
any additional questions, please call the Fund directly at (617) 236-7274.
Your vote is very important to us. As always, we thank you for your confidence and support.
Sincerely,
/s/
Ronald A. Homer
Ronald A. Homer
Chairman
Access Capital Strategies Community Investment Fund, Inc.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
YOUR VOTE IS VERY IMPORTANT
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
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WHAT PROPOSALS ARE THE SHAREHOLDERS BEING ASKED TO APPROVE? |
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Shareholders are being asked to vote on proposals unanimously approved by the Funds Board:
(1) to authorize the Board to withdraw the Funds election to be treated as a business
development company (BDC) pursuant to Section 54(c) of the Investment Company Act of 1940,
as amended (1940 Act), and to continue operations as a closed-end investment company; (2) to
elect four Directors to the Board (all of whom are currently Directors) to serve until the
next annual meeting of shareholders or until their successors are elected and qualified; (3)
to ratify the selection of Deloitte & Touche LLP as the Funds independent auditor for the
fiscal year ending May 31, 2006; and (4) to transact such other business as may properly come
before the Meeting or any adjournment thereof. |
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WHY IS THE BOARD OF DIRECTORS PROPOSING TO WITHDRAW THE FUNDS ELECTION TO BE TREATED AS A
BDC AND TO CONTINUE OPERATIONS AS A CLOSED-END INVESTMENT COMPANY? |
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Since its inception in 1997, the Fund has operated as a closed-end investment company electing
status as a BDC. The Fund has grown significantly over the past few years and has widely
expanded its client base. At the same time, the business, regulatory, and financial climates
have shifted to make operations as a BDC more challenging and costly. Under the terms of the
Funds Private Offering Memorandum (revised as of July 9, 2001), shares of the Fund as
presently constituted may be offered for sale through December 2006. By withdrawing the
Funds election as a BDC, the Board believes that the Fund will be able to capture certain
greater efficiencies that would be available to the Fund as a registered closed-end investment
company. The types of efficiencies that the Board believes the Fund may be able to capture
through registration include the ability to market the Funds shares more widely, sell shares
to a wider array of potential investors, attract additional assets, and seek other operational
efficiencies. As described below, the Board believes the change will have no negative impact
on the Funds current shareholders, who will still be permitted to tender shares for
repurchase by the Fund on a quarterly basis on the same terms as they are at present.
Furthermore, based on discussions with management, the independent auditor, and third-party
consultants, the Board believes that there will be significant initial and ongoing auditing
and consulting costs associated with certain Exchange Act requirements under which the Fund
currently operates. The Board believes that the federal securities law requirements that
govern the management and operation of a registered closed-end investment company will afford
the Fund and shareholders reasonable protections. Thus, the Board believes that the proposed
withdrawal of BDC election and continuation as a closed-end investment company is in the best
interests of the Fund and its shareholders. The Funds Articles of Incorporation specifically
contemplate that the Fund may withdraw its BDC election. |
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WHY IS THE BOARD PROPOSING THAT THE FUND ELECT THE PROPOSED SLATE OF NOMINEES, ALL OF WHOM
ARE ALREADY DIRECTORS? |
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Under fund governance rules recently enacted by the Securities and Exchange Commission
(SEC), at least 75% of an investment companys directors must be independent. The SEC also
requires that at least two-thirds of the directors be elected by shareholders. Three of the
Funds four directors have been elected by shareholders, and of these elected directors two
are independent. The fourth director, who was recently appointed by the Board, is also
independent. Thus, the Board currently meets the 75% and two-thirds requirements; however,
any change in the composition of the Board could cause the Fund to be out of compliance with
one or both of these requirements and thus the Board believes it would be prudent to seek
shareholder approval of all the current directors. The Board believes that the proposed
nominees have extensive advisory experience and expertise from which the Fund and Shareholders
are expected to benefit. The Board further believes that maintaining the present group of
directors all but one of whom has served since the Funds inception is appropriate and
beneficial to the Fund and its Shareholders given the demands upon Board members as the result
of increasing regulatory oversight by the SEC and other regulators, and in light of the Funds
proposed withdrawal from BDC election and continuation as a registered closed-end investment
company. Therefore, the Board believes it is in the Funds best interests to submit the
current slate of Board members as nominees for election by the Funds shareholders. |
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WILL APPROVAL OF THE PROPOSALS RESULT IN ANY ADDITIONAL EXPENSE FOR CURRENT SHAREHOLDERS? |
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If shareholders approve the Funds withdrawal of its BDC election, the Fund will incur
certain expenses related to its conversion to a registered closed-end investment company,
including certain filing and registration fees, legal fees, and other administrative costs
related to registration and reporting under the 1940 Act. The Board has reason to believe that
these costs will be less than the costs of maintaining the existing structure of the Fund and
registration under the 1934 Act, including auditing and consulting fees associated therewith.
The withdrawal of BDC election will not change the management fees or sub-management fees paid
by the Fund. The Board believes that the anticipated long-term benefits justify the costs
associated with the conversion. |
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WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT? |
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To conduct the Meeting, a quorum must be present, in person or by proxy. A quorum is defined
as representation of over 50% of the shares outstanding for the Fund as of the record date
(February 20, 2006). If not enough shareholders return the enclosed proxy ballot card to
ensure that there will be a quorum, we will be forced to incur additional expenses associated
with additional solicitations. To avoid additional costs, please return the completed proxy
ballot as soon as possible. |
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HOW DOES THE BOARD SUGGEST THAT I VOTE? |
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After careful consideration, the Board of Directors of the Fund, including the independent
directors, recommends that you vote FOR approving the proposal to withdraw the Funds
election to operate as a BDC and to continue operations as a closed-end investment company,
and FOR electing the four nominees. The Board of Directors also recommends that you vote
FOR the ratification of the independent auditor and FOR the transaction of such other
business as may properly come before the Meeting or any adjournment thereof. The Board of
Directors also urges you to vote and return the proxy ballot cards you receive. |
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WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY? |
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If you have any questions regarding this proxy, please contact the Fund directly at (617)
236-7274. |
The information provided in this Q&A is supported by disclosures contained in the accompanying
proxy statement, which all shareholders are encouraged to read carefully.
iii
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
419 BOYLSTON STREET
SUITE 501
BOSTON, MASSACHUSETTS 02116
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MARCH 28, 2006
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors (the Board) of Access
Capital Strategies Community Investment Fund, Inc. (the Fund). The proxy is revocable at any
time before it is voted by sending written notice of the revocation or a subsequently executed
proxy to the Fund at the above address or by appearing personally and electing to vote on Tuesday,
March 28, 2006 at the Special Meeting of Shareholders of the Fund at 9:00 a.m. (Eastern Time) at
419 Boylston Street, Suite 501, Boston, Massachusetts 02116 (such meeting and any adjournment(s)
thereof are referred to herein as the Meeting). A shareholder of the Fund objecting to the
proposals is not entitled under either Maryland law or the Funds Articles of Incorporation or
Bylaws to demand payment for and an appraisal of his or her particular shares if the proposals are
consummated over his or her objection. The cost of preparing and mailing the Notice of Special
Meeting, the proxy card, this proxy statement, and any additional proxy material has been or will
be borne by Access Capital Strategies LLC, the Funds investment adviser (Access Capital or the
Manager). Proxy solicitations will be made primarily by mail, but may also be made by telephone,
telegraph, or personal interview conducted by certain officers or employees of the Fund. If a
shareholder signs and returns the proxy ballot, but does not indicate a choice as to any of the
items on the proxy ballot, the proxy attorneys will vote those shares in favor of such proposal(s).
Only shareholders of record as of the close of business on February 21, 2006 will be entitled
to vote at the Meeting. On February 13, 2006, the Fund had outstanding 47,324,167.255 shares of
common stock (Shares), each Share being entitled to one vote, and each fractional Share being
entitled to a proportionate fractional vote on each matter to be acted upon at the Meeting. This
proxy statement and the enclosed proxy card will be sent to shareholders of record on or about
February 28, 2006.
The following table sets forth, as of January 31, 2006 (unless otherwise indicated), the
beneficial ownership of each shareholder known to management of the Fund to own beneficially more
than 5% of the outstanding Shares. Unless otherwise indicated, the Fund believes that the
beneficial owner set forth in the table has sole voting and investment power.
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Name and Address of Shareholder |
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Number of Shares |
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Percent of Class |
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Massachusetts Pension |
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8,082,704.42 |
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16.7 |
% |
Reserve Investment Trust |
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84 State Street |
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Boston, MA 02109 |
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Merrill Lynch Community |
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5,899,252.147 |
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12.2 |
% |
Development Company LLC |
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4 World Financial Center |
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New York, NY 10080 |
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None of the Funds Directors owns Shares. None of the executive officers of the Manager owns
Shares. The Manager owns 115.786 Shares of the Fund, or less than 0.01%.
The Funds executive offices are located at 419 Boylston Street, Suite 501, Boston,
Massachusetts 02116. The Fund files annual reports on Form 10-K and quarterly reports on Form 10-Q
with the Securities and Exchange Commission (the SEC). The public may read and copy any
materials filed by the Fund with the SEC at the SECs Public Reference Room at 100 F Street, N.E.,
Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330 or (202) 551-8090. The Fund files its reports
electronically. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC
(http://www.sec.gov).
A copy of each of the Funds 10-K Report dated May 31, 2005 and 10-Q Report dated November 30, 2005
is available upon request and may be obtained without charge by calling (617) 236-7274.
2
INTRODUCTION
The Meeting is being called for the following purposes: (1) to consider and vote upon a
proposal to authorize the Board to withdraw the Funds election to be treated as a business
development company (BDC) pursuant to Section 54(c) of the Investment Company Act of 1940, as
amended, and to continue operations as a closed-end investment company; (2) to elect four Directors
to the Board (all of whom are currently Directors) to serve until the next annual meeting of
shareholders or until their successors are elected and qualified; (3) to ratify the selection of
Deloitte & Touche LLP as the Funds independent auditors for the fiscal year ending May 31, 2006;
and (4) to transact such other business as may properly come before the Meeting or any adjournment
thereof.
Approval of each of the above proposals (Proposals) requires the affirmative vote of the
lesser of: (a) 67% or more of the outstanding Shares present at the Meeting, if the holders of
more than 50% of the outstanding Shares are present or represented by proxy, or (b) more than 50%
of the outstanding Shares.
For purposes of determining the presence of a quorum and counting votes on the matters
presented, Shares represented by abstentions and broker non-votes will be counted as present, but
not as votes cast, at the Meeting. Under the Investment Company Act of 1940, as amended (the 1940
Act), the affirmative vote necessary to approve the matters under consideration may be determined
with reference to a percentage of votes present at the Meeting, which would have the effect of
treating abstentions and broker non-votes as if they were votes against the Proposals. Unless
sufficient votes in favor of a Proposal are received, that Proposal will not be considered to have
been adopted by shareholders.
Costs associated with this solicitation, including but not limited to the legal fees and
printing costs associated with the preparation of the proxy statement and the Meeting, are to be
borne by the Fund. These costs are estimated to be approximately $40,000.
3
PROPOSAL (1)
WITHDRAWAL OF BDC ELECTION
The Funds Articles of Incorporation state that it was formed to conduct, operate, and carry
on the business of a closed-end, management investment company that has elected to be treated as a
business development company, pursuant to the Investment Company Act of 1940 as amended (1940
Act); provided, however, that the Corporation may cease to be treated as a business development
company upon compliance with the requirements of the 1940 Act with respect thereto. At the Board
of Directors Organizational Meeting on November 18, 1997, the Board ratified the Funds election
to be regulated as a BDC.
As a BDC, the Fund has been subject to the certain provisions of the 1940 Act, including
certain provisions applicable only to BDCs, although it is excepted from other provisions of the
1940 Act applicable to registered closed-end investment companies. BDCs generally are provided
greater flexibility with respect to management compensation, capital structure, transactions among
affiliates and other matters than registered closed-end investment companies. Nevertheless, as a
BDC, the Fund remains subject to significant regulation of its activities, including greater
restrictions on permitted types of investments than closed-end investment companies generally. As
a BDC, the Fund generally must invest at least 70% of its total assets in eligible portfolio
companies and certain other qualifying assets as defined in the 1940 Act.
Since its establishment, the Fund has grown significantly and has broadened its client base
and investment portfolio. At the same time, the business, regulatory, and financial climates in
which the Fund has operated have shifted to make its continuing operations as a BDC more
challenging. Under the terms of the Funds Private Offering Memorandum (revised as of July 9,
2001), shares of the Fund as presently constituted may be offered for sale through December 2006.
Thus, the Board is presented with a timely opportunity to consider whether withdrawal of the Funds
BDC election, as contemplated by its Articles of Incorporation, would be in the best interests of
the Fund and its Shareholders.
At its December 12, 2005 Meeting, the Board evaluated potential costs and benefits associated
with the potential withdrawal of BDC election and conversion of the Fund into a registered
closed-end investment company, including potential tax consequences, transaction expenses, advisory
and other fees, economic and regulatory benefits, economies of scale, and operational efficiencies.
The Board noted in particular the possibility that the Fund might be able to capture greater
efficiencies and economies of scale, as well as to take advantage of marketing and sales
opportunities and certain operational efficiencies presently unavailable to the Fund, by
withdrawing its election to be treated as a BDC and continuing its operations as a closed-end
investment company. Specifically, as a registered closed-end investment company, the Fund may be
able to market its shares more broadly (to the extent such marketing and sales practices are in
keeping with applicable federal securities laws and other regulatory requirements). Further, the
Fund could be structured to permit investments by a wider array of potential investors. The Board
noted that such broader marketing and sales opportunities could permit the Fund to attract greater
assets.
4
The Board further noted that the withdrawal of the Funds BDC election and continuation as a
closed-end investment company should have no material impact on the Fund or its shareholders, who
would be permitted to tender shares for repurchase by the Fund on a quarterly basis under the same
terms presently available. The Board noted that the conversion would not change the management or
sub-management fees paid by the Fund. The Board further noted that the conversion is not
anticipated to result in a change in the way the Fund values its assets nor is it expected to have
any material impact on the Funds assets.
The Board also noted that, as a consequence of its status as a BDC, the Fund currently files
reports pursuant to the Securities Exchange Act of 1934 (Exchange Act), instead of the 1940 Act,
and is required to include in its annual reports a report of management on the companys internal
control over financial reporting, as mandated by the recently imposed Section 404 of the
Sarbanes-Oxley Act of 2002. The Fund must incur significant general and administrative costs in
order to comply with regulations imposed by Section 404. The costs of this regulation are borne
by, and the protections of this regulation are for the benefit of, the shareholders of the Fund;
however, the costs are particularly substantial when compared to the Funds relative size and net
income. The Board noted that resources to be expended on Section 404 compliance matters might be
utilized more productively if devoted to the operation of the Funds business and the relatively
less expensive regulatory requirements imposed on registered closed-end investment companies under
the federal securities laws. Significantly, the Board noted that it would still be subject to
customary principles of fiduciary duty with respect to the Fund and its shareholders, and the
Manager, a registered investment adviser, would be subject to the Investment Advisers Act of 1940.
It was the sense of the Board that in weighing the costs and benefits related to continuing
the Funds operations as a BDC compared to offering the Fund as a registered closed-end investment
company, it was reasonable to recommend the Funds conversion. Thus, on February 8, 2006, the
Board unanimously approved a formal proposal to recommend to shareholders that the Board be
authorized to withdraw the Funds election to be treated as a BDC and, as contemplated by the
Funds Articles of Incorporation, continue operations as a closed-end investment company subject to
other registration requirements under the 1940 Act.
If shareholders approve this proposal to permit the Fund to withdraw its BDC election, the
withdrawal will become effective upon receipt by the SEC of the Funds application of withdrawal on
Form N-54C. The Fund does not anticipate filing the application of withdrawal until it has
substantially completed preparations for continuing the Funds operations as a registered
closed-end investment company under the 1940 Act, including the preparation of relevant materials
related to registration such as Form N-8A and N-2, as well as subsequent periodic N-CSR filings and
other filings as may be required. These filings would be made in lieu of the Forms 10-K and 10-Q
that the Fund is currently required to file. In connection with these filings and the Funds
operations as a registered closed-end fund, the Fund will also be required to adopt and observe
fundamental policies as required under Sections 8 and 13 of the 1940 Act. Such policies will
include, among other matters, the types of investments the Fund may make and its policies related
to borrowing and concentrating in a particular industry or group of industries. Fund management
does not expect that the adoption of such restrictions will adversely or materially affect the way
the Fund is currently managed.
5
The Fund has undertaken several steps in anticipation of meeting the requirements for
withdrawal of its election to be treated as a BDC, including (1) consulting with outside counsel as
to the requirements for withdrawing election as a BDC and continuing operations as a closed-end
investment company and (2) preparing plans for registration and operation as a closed-end
investment company.
The Board, including the independent directors, unanimously recommends that shareholders vote to
authorize the Board to withdraw the Companys election to be treated as a business development
company pursuant to Section 54(c) under the Investment Company Act and to continue operations as a
closed-end investment company.
6
PROPOSAL (2)
ELECTION OF FOUR DIRECTORS TO THE FUNDS BOARD OF DIRECTORS
Proposal 2 relates to the election of Directors of the Fund. The Board proposes the election
of the four nominees named in the table below. Each nominee, including those who are not
interested persons of the Fund as that term is defined by the 1940 Act (Independent Directors),
has consented to being named in this proxy statement, and has indicated his or her willingness to
serve if elected. If elected, each nominee will hold office until the next annual meeting of
shareholders or until his or her successor is elected and qualified. Unless you give contrary
instructions on the enclosed proxy card, your shares will be voted FOR the election of the four
nominees. If any of the nominees should withdraw or otherwise become unavailable for election,
your shares will be voted FOR such other nominee or nominees as the Board may recommend.
INFORMATION ABOUT THE NOMINEES
Ronald A. Homer has been the CEO and Co-Managing Member of Access since 1997.
Listed below, for each Director, nominee, and executive officer, is a brief description of recent
professional experience, and ownership of shares of the Fund.
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Name, Age and Offices with the
Fund
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Principal Occupation During Past Five Years and
Public Directorships |
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Peter
J. Blampied, 63
Independent Director since 1997
Chair, Audit Committee
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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. |
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In addition Mr. Blampied is a director of A.W. Perry,
Inc. (1998-present) and Environmental Power Corp.
(1998-present) and a Trustee of Northeast Investors
Trust (2000-present). |
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Kevin J. Mulvaney, 57
Independent Director since 1997
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President, Strategic Advisors Group, a
management-consulting firm since 1997. Formerly
President of DRI/McGraw Hill (1994-97). Executive Vice
President Bank of Boston (prior to 1993). |
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Name, Age and Offices with the
Fund
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Principal Occupation During Past Five Years and
Public Directorships |
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W. Carl Kester, 54
Independent Director since 2005
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Mizuho Financial Group Professor of Finance; Chairman,
Finance Unit; Senior Associate Dean and Chairman of the
MBA Program of Harvard Business School, 1999 2005
Member of the faculty of Harvard Business School since
1981. Independent consultant since 1978. |
|
|
|
|
|
In addition, Mr. Kester is a Director of 19 registered
investment companies consisting of 25 portfolios
advised by Merrill Lynch Investment Managers, L.P. or
its affiliates. |
|
|
|
Ronald A. Homer*, 58
Interested Director since 1997
|
|
CEO & Co-Managing Member, Access Capital Strategies LLC
(the Manager) since 1997. President & CEO Boston Bank
of Commerce (1983-1996). |
|
|
|
|
|
In addition Mr. Homer is a Director of Sallie Mae (GSE). |
|
|
|
*Directors who are interested persons (as defined in the 1940 Act) of the Fund. |
INFORMATION ABOUT THE BOARD OF DIRECTORS
The role of the Directors is to provide general oversight of the Funds business, and to
ensure that the Fund is operated for the benefit of shareholders. The Directors anticipate meeting
at least four times during the current fiscal year to review the operations of the Fund and the
Funds investment performance. The Directors also oversee the services furnished to the Fund and
various other service providers. The Fund has a standing Audit Committee and a Nominating
Committee. During the last full fiscal year, the Board of Directors met six times, including four
quarterly meetings and two special meetings, and the Audit Committee met twice. Each incumbent
director attended more than 75 percent of (1) the total number of meetings of the board of
directors (held during the period for which he has been a director) and (2) the total number of
meetings held by all committees of the board on which he served (during the period that he served).
AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT
As
set forth more fully in the Audit Committee Charter (see Exhibit 1), the Audit Committee
is composed of directors each of whom shall not be an interested person of the Fund, as defined
in Section 2(a)(19) of the 1940 Act, as amended, or an affiliated person of the Fund, as
described in Section 10A(m) of the Exchange Act. Although the Board of Directors has the ultimate
authority for effective corporate governance, the Audit Committee assists the Board of Directors in
its oversight of the quality and integrity of the accounting, auditing, and financial reporting
practices of the Fund. The Board of Directors has determined that each Audit
8
Committee member has sufficient knowledge in financial and auditing matters to serve on the
Committee. In addition, the Board has determined that each of Peter Blampied, Kevin Mulvaney and
W. Carl Kester is an audit committee financial expert as defined by SEC rules.
The Audit Committees role includes overseeing the work of the Funds accounting and financial
reporting and auditing processes and compliance with significant applicable legal, ethical, and
regulatory requirements. The Audit Committee is responsible for the appointment, compensation,
retention, and oversight of the independent auditor engaged to prepare or issue audit reports on
the financial statements and internal control over financial reporting of the Fund. The Audit
Committee relies on the expertise and knowledge of management and the independent auditor in
carrying out these oversight responsibilities. Management is responsible for the preparation,
presentation, and integrity of the Funds consolidated financial statements, accounting and
financial reporting principles, internal control over financial reporting, and procedures designed
to ensure compliance with accounting standards, applicable laws and regulations. The Committees
specific responsibilities are laid out in the Audit Committee Charter.
During the fiscal year ended May 31, 2005, the Audit Committee fulfilled its duties and
responsibilities generally as outlined in its Charter, by, among other actions, performing the
following tasks: reviewing and discussing the Funds financial statements and other periodic
filings (including the audited consolidated financial statements and related footnotes for the
fiscal year ended May 31, 2005) with management and the independent auditor; discussing with the
independent auditors the matters required to be discussed by SAS 61; recommending to the Board of
Directors that the audited financial statements be included in the Funds Annual Report on Form
10-K; receiving written disclosures and the letter from the independent accountants required by
Independence Standard No. 1; receiving managements representation that the Funds financial
statements were prepared in accordance with generally accepted accounting principles; reviewing
with management and the independent auditor managements assessment of the effectiveness of the
Funds internal control over financial reporting and the independent auditors comments about
managements assessment and the effectiveness of the Funds internal control over financial
reporting; meeting in periodic executive sessions with each of the independent auditor and
management.
Members of the Audit Committee:
Peter Blampied, Chair
W. Carl Kester
Kevin Mulvaney
NOMINATING COMMITTEE
As
set forth more fully in the Nominating Committee charter (see Exhibit 2), the Nominating
Committee is composed of Directors each of whom shall not be an interested person of the Fund, as
defined in Section 2(a)(19) of the 1940 Act. The principal responsibility of the Nominating
Committee is to determine nominees for election to the Funds Board of Directors. The material
elements of the policy with regard to the consideration of candidates for
9
director are laid out in the Nominating Committee Charter. Candidates may be recommended by
members of the Nominating Committee and by members of the Board of Directors. The Nominating
Committee does not have a specific policy with regard to the consideration of any director
candidates recommended by securities holders; however each candidate will be evaluated by the
Nominating Committee with respect to the relevant business and industry experience that would
enable the candidate to serve effectively as an Independent Director, as well as his or her
compatibility with respect to business philosophy and style. The members of the Nominating
Committee may conduct an in-person interview of each viable candidate using a standardized
questionnaire. When all of the viable candidates have been evaluated and interviewed, the
Nominating Committee shall determine which of the viable candidates should be presented to the
Board of Directors for selection to become a member of the Board of Directors. Three of the
nominees for the Board are standing for re-election. One nominee, Mr. Kester, was nominated by the
Nominating Committee and appointed by the Board, including by a majority of the Independent
Directors, on December 21, 2004.
The Nominating Committee Charter provides that the Committee shall periodically review the
compensation received by Independent Directors and shall recommend any appropriate changes to the
level or form of such compensation to the Independent Directors as a group. Since 1997, the Fund
has paid the Independent Directors a fee of $2,000 per quarterly board meeting attended; however,
at a Special Meeting of the Board held on February 8, 2006, the Independent Directors accepted the
Nominating Committees recommendation that Independent Directors be paid a fee of $5,000 per
quarterly board meeting attended and that Committee chairs receive an additional $5,000 per year
for such service. These changes are to go into effect as of March 28, 2006.
COMPENSATION TABLE1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension or |
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
Retirement Benefits |
|
|
Estimated Annual |
|
|
Total Compensation |
|
|
|
Compensation from |
|
|
Accrued as Part of |
|
|
Benefits Upon |
|
|
from Fund Paid to |
|
Name of Person, Position |
|
Fund Expenses |
|
|
Fund Expenses |
|
|
Retirement |
|
|
Director |
|
Peter J. Blampied, |
|
$ |
8,000 |
|
|
None |
|
None |
|
$ |
8,000 |
|
Director |
|
Ronald A. Homer,* |
|
$ |
0 |
|
|
None |
|
None |
|
$ |
0 |
|
Director |
|
W. Carl Kester |
|
$ |
0 |
|
|
None |
|
None |
|
$ |
0 |
|
Director |
|
Kevin J. Mulvaney, |
|
$ |
8,000 |
|
|
None |
|
None |
|
$ |
8,000 |
|
Director |
|
|
|
* Directors who are interested persons (as defined in the 1940 Act) of the Fund. |
(1) Figures are for the Funds fiscal year ended May 31, 2005.
The Board, including the independent directors, unanimously recommends that shareholders of the
Fund vote to elect the four nominees to the Board of Directors.
10
PROPOSAL (3)
RATIFICATION OR REJECTION OF INDEPENDENT AUDITOR
Proposal 3 relates to the ratification or rejection of the Funds independent auditor. The
Board selected the firm of Deloitte & Touche LLP (D&T), 750 College Road East Third Floor,
Princeton, New Jersey 08540 as the Funds independent auditor for the current fiscal year. D&T has
examined and reported on the fiscal year-end financial statements, dated May 31, 2005, and certain
related SEC filings. Although current law, rules, and regulations, as well as the charter of the
Audit Committee, require the Companys independent auditor to be engaged, retained, and supervised
by the Audit Committee, the Board considers the selection of the independent auditor to be an
important matter of shareholder concern and is submitting the selection of D&T for ratification by
shareholders as a matter of good corporate practice. Services to be performed by the auditors
include examining and reporting on the fiscal year-end financial statements of the Fund and certain
related filings with the SEC.
During the fiscal year ended May 31, 2005, 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.
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Audit fees |
|
$ |
114,000 |
|
|
$ |
45,000 |
|
Audit-related fees |
|
|
|
|
|
|
|
|
Tax fees |
|
|
5,700 |
|
|
|
4,800 |
|
All other fees |
|
|
|
|
|
|
|
|
|
|
$ |
119,700 |
|
|
$ |
49,800 |
|
Audit Fees
Audit Fees for 2005 include $49,000 for the annual audit of the May 31, 2005 financial
statements and the reviews of quarterly financial statements in accordance with generally accepted
auditing standards. Fees also include an estimated $65,000, representing the fees incurred relating
to managements assessment of the effectiveness of internal control over financial reporting.
Audit-related fees
Audit-Related Fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of our consolidated financial
statements and are not reported under Audit Fees. These services include attest services that are
not required by statute or regulation and consultations concerning financial accounting and
reporting standards.
11
Tax Fees
Tax Fees consist of fees billed for professional services for tax compliance. These services
include assistance regarding federal, state and local tax compliance.
All Other Fees
All Other Fees include fees for products and services other than the services reported above.
As
described more fully above and in Exhibit 1, the Funds Audit Committee pre-approves all
audit and non-audit services to be performed by the auditor. It has 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
committees 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 .
The Audit Committee has reviewed the audit and any non-audit services provided by the
Funds independent auditor and has determined that the provision of such services is compatible
with the independent auditors independence.
Representatives of D&T are not expected to be present at the Special Meeting, but will have
the opportunity to make a statement if they wish, and will be available should any matter arise
requiring their presence.
The Board, including the independent directors, unanimously recommends that shareholders of the
Fund ratify the selection of the Funds independent auditors.
ADDITIONAL INFORMATION
INFORMATION ABOUT THE MANAGER
Access Capital is the manager of the Fund. Access Capital was formed in 1997 to focus on managing
the assets of institutional investors interested in community investing. In February 1997, the
firm assumed the assets, but no liabilities, of Access Capital Strategies Corp. The predecessor
firm was a wholly owned subsidiary of Mellon Bank Corp. from 1994-1997.
12
Access Capitals principal business address is 419 Boylston Street, Suite 501, Boston,
Massachusetts 02116.
The name, address, and principal occupation of the principal executive officer and each director of
Access Capital are as follows:
|
|
|
|
|
Name and Address |
|
Principal Occupation |
|
Position(s) with Access Capital |
Ronald A. Homer*
Access Capital Strategies LLC
419 Boylston St.
Boston, MA 02116
|
|
Chief Executive
Officer &
Co-Managing Member,
Access Capital
|
|
Same |
|
|
|
|
|
David F. Sand
Access Capital Strategies LLC
419 Boylston St.
Boston, MA 02116
|
|
President &
Co-Managing Member,
Access Capital
|
|
Same |
|
|
|
|
|
Louis Prezeau
City National Bank of New Jersey
900 Broad Street
Newark, NJ 07102
|
|
President & Chief
Executive Officer
|
|
Director |
|
|
|
|
|
Charles R. Kendrick
Clarion Ventures
225 Franklin St.
Boston, MA 02110
|
|
Principal, Clarion
Ventures LLC
|
|
Director |
|
|
|
|
|
Alden McDonald
Liberty Bank & Trust
PO Box 60131
New Orleans, LA 70160
|
|
President & Chief
Executive Officer,
Liberty Bank &
Trust
|
|
Director |
|
|
* |
Mr. Homer also serves as a director of the Fund. |
INFORMATION ABOUT MERRILL LYNCH INVESTMENT MANAGERS, L.P.
Merrill Lynch Investment Managers, L.P. (MLIM) is organized as a limited partnership. The
general partner of MLIM is Princeton Services, Inc. (Princeton Services). The limited partner of
MLIM is Merrill Lynch and Co., Inc. (ML & Co.). Princeton Services is a wholly-owned subsidiary
of Merrill Lynch Group, Inc. (Merrill Lynch Group). Merrill Lynch Group is a wholly-owned
subsidiary of ML & Co. ML & Co. and Princeton Services control MLIM through their ownership of the
voting securities of MLIM and their power to exercise a controlling influence over the management
and policies of MLIM. The principal business address of ML & Co. and Merrill Lynch Group is 4
World Financial Center, New York, New York 10080.
13
MLIM and its affiliates act as investment adviser to more than 100 registered investment
companies and offer investment advisory services to individuals and institutional accounts. As of
December 31, 2005, MLIM and its affiliates had a total of approximately $540 billion in investment
company and other portfolio assets under management.
On February 15, 2006, BlackRock, Inc. (BlackRock) and ML & Co. announced that they have
reached an agreement to merge MLIM and certain affiliates and BlackRock to create a new asset
management firm. The transaction has been approved by the boards of directors of both ML & Co. and
BlackRock and is expected to close in the third quarter of 2006. In connection with the
transaction, it will be necessary for the Funds Board of Directors and shareholders to consider
and approve any agreement for the provision of advisory or management services that may be proposed
by the combined company.
Robert C. Doll is the President of MLIM. The principal business address of Mr. Doll and MLIM
is P.O. Box 9011, Princeton, New Jersey 08543-9011.
W. Carl Kester, an Independent Director of the Fund, also serves as a director of other
investment companies managed by MLIM and its affiliates.
PORTFOLIO TRANSACTIONS
During the Funds fiscal year ended May 31, 2005, the Fund paid $0 in brokerage commissions.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at any future meeting of shareholders of the Fund must
be received by the Fund a reasonable time before the Funds solicitation of proxies for that
meeting in order for such proposals to be considered for inclusion in the proxy materials relating
to that meeting.
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY
The only business to be presented at the Meeting is the business mentioned in the Notice of
Special Meeting of Shareholders and described in this proxy statement. Should any other matters
lawfully come before the Meeting, and in all procedural matters at the Meeting, the enclosed proxy
shall be voted in accordance with the best judgment of the person(s) named as proxies, or their
substitutes, present and acting at the Meeting.
If, at the time any session of the Meeting is called to order, a quorum is not present, in
person or by proxy, the persons named as proxies may vote the proxies that have been received to
adjourn the Meeting to a later date. If a quorum is present, but sufficient votes in favor of one
or more of the Proposals have not been received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies with respect to any such
Proposal. All such adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Meeting to be adjourned. The Funds
14
bylaws state that, in the absence of a quorum, the holders of a majority of shares entitled to
vote at the meeting and present in person or by proxy, or, if no shareholder entitled to vote is
present in person or by proxy, any officer present entitled to preside or act as secretary of such
meeting may adjourn the meeting. Abstentions and broker non-votes will be treated as though they
were votes against adjournment. Thus, the persons named as proxies will vote those proxies that
they are entitled to vote in favor of the Proposal, in favor of such an adjournment, and will vote
those proxies required to be voted against the Proposal against any such adjournment. A vote may
be taken on one or more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise appropriate.
If you do not expect to attend the Meeting, please sign your proxy card promptly and return it
in the enclosed envelope to avoid unnecessary expense and delay. No postage is necessary.
Your vote is important. You can help the Fund avoid the necessity and expense of sending
follow-up letters to ensure a quorum by promptly marking, signing, dating, and returning the
enclosed proxy. The enclosed envelope requires no postage if mailed in the United States.
If you are unable to attend the meeting, please vote by one of the above methods so that the
necessary quorum may be represented at the meeting.
15
Exhibit 1
Charter of the Audit Committee
of the Board of Directors
Although the audit committee of an investment company also serves as a nominating
committee, the following charter pertains only to each audit and nominating committees duties as
an audit committee. The Board of Directors of Access Capital Strategies Community Investment Fund,
Inc. (the Fund) has adopted the following audit committee charter:
I. Composition of the Audit Committee
The Audit Committee shall be composed of Directors:
|
(a) |
|
each of whom shall not be an interested person of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, or an affiliated
person of the Fund, as described in Section 10A(m) of the Securities Exchange Act of
1934, as amended (the 1934 Act); |
|
|
(b) |
|
each of whom shall not accept any consulting, advisory, or other compensatory
fee from the Fund (other than fees for serving on the Board of Directors or any
committee thereof) or have any other relationship to the Fund that may interfere with
the exercise of such persons independence from the Fund and Fund management; and |
|
|
(c) |
|
each of whom shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or shall become
financially literate within a reasonable period of time after his or her appointment to
the Audit Committee. |
The Audit Committee shall determine whether at least one member of the Audit Committee is a
financial expert as defined in rules promulgated by the U.S. Securities and Exchange Commission
(the SEC) under the Sarbanes-Oxley Act of 2002 and shall consider whether any member thereof
serves on the audit committee of any other public companies.
II. Purposes of the Audit Committee
The Audit Committee, in its capacity as a committee of the Board of Directors, is directly
responsible for the appointment, compensation, and oversight of the Funds independent accountants,
including the resolution of disagreements regarding financial reporting between Fund management and
such independent accountants. The Audit Committee should report regularly to the Board of
Directors with respect to the matters described in Section III of this Audit Committee Charter.
The Funds independent accountants report directly to the Audit Committee.
1-1
III. Responsibilities and Duties of the Audit Committee
The policies and procedures of the Audit Committee shall remain flexible to facilitate its
ability to react to changing conditions and to generally discharge its functions. The following
listed responsibilities describe areas of attention in broad terms.
To carry out its purposes, the Audit Committee shall have the following responsibilities and
duties:
|
(a) |
|
upon submission of an application form by the Funds independent accountants to
the Public Company Accounting Oversight Board, to request: (i) a copy of such
application form; (ii) any material amendments to such application form; and (iii) the
written findings of the Public Company Accounting Oversight Board in connection with
that Boards inspection of the Funds independent accountants; |
|
|
(b) |
|
to preapprove all auditing services to be provided to the Fund by the Funds
independent accountants*; |
|
|
(c) |
|
to preapprove all non-auditing services, including tax services, to be provided
to the Fund by the Funds independent accountants in accordance with the 1934 Act;
provided, however, that the preapproval requirement with respect to the provision of
non-auditing services to the Fund by the Funds independent accountants may be waived
by the Audit Committee in accordance with the 1934 Act**; |
|
|
(d) |
|
to ensure that the Funds independent accountants submit on a periodic basis to
the Audit Committee a formal written statement delineating all relationships between
such independent accountants and the Fund, consistent with Independence Standards Board
Standard No. 1, to actively engage in a dialogue with the Funds independent
accountants with respect to any disclosed relationships or services that may affect the
objectivity and independence of such independent accountants and, if deemed appropriate
by the Audit Committee, to recommend that the Board of Directors take appropriate
action in response to the report of such independent accountants to satisfy itself of
the independence of such independent accountants; |
|
|
* |
The Audit Committee may delegate to one or
more designated members of the Audit Committee the authority to grant such
preapprovals; provided, however, that the Audit Committee shall not
delegate preapproval of the audit required by the 1934 Act. The decisions
of any member or members of the Audit Committee to whom such authority has
been given shall be reported to the full Audit Committee at each of its
scheduled meetings. |
|
** |
The Audit Committee may delegate to one or more designated
members of the Audit Committee the authority to grant such preapprovals. The
decisions of any member or members of the Audit Committee to whom such
authority has been given shall be reported to the full Audit Committee at each
of its scheduled meetings. |
1-2
|
(e) |
|
to receive and consider specific representations from the Funds independent
accountants with respect to the independence of such accountants, audit partner
rotation, and conflicts of interest as described in Section 10A(l) of the 1934 Act, and
to consider whether the provision of any non-audit services to the Fund by the Funds
independent accountants as described in Section III(c) of this Audit Committee Charter
is compatible with maintaining the independence of those accountants; |
|
|
(f) |
|
to review arrangements for annual and special audits and the scope of such
audits with the Funds independent accountants; |
|
|
(g) |
|
to review and discuss the Funds audited financial statements with Fund
management; |
|
|
(h) |
|
to discuss with the independent accountants those matters required by Statement
of Accounting Standards Nos. 61 and 90 relating to the Funds financial statements,
including, without limitation, any adjustment to such financial statements recommended
by such independent accountants, or any other results of any audit; |
|
|
(i) |
|
to cause to be prepared and to review and submit any report, including any
recommendation of the Audit Committee, required by SEC Rules to be included in any
proxy statement used by the Fund; |
|
|
(j) |
|
to review legal and regulatory matters presented by counsel and the Funds
independent accountants that may have a material impact on the Funds financial
statements; |
|
|
(k) |
|
to establish and administer policies and procedures relating to: (i) the hiring
of employees or former employees of the Funds independent accountants; and (ii) the
resolution of any disagreements between Fund management and the Funds independent
accountants regarding accounting and/or financial reporting policies and procedures; |
|
|
(l) |
|
to consider with the Funds independent accountants their comments with respect
to the quality and adequacy of the Funds accounting and financial reporting policies,
practices and internal controls and managements responses thereto, including, without
limitation, the effect on the Fund of any recommendation of changes in accounting
principles or practices by management or the independent accountants; |
|
|
(m) |
|
to receive and consider reports from the Funds independent accountants
regarding: (i) all critical accounting policies and practices to be used; (ii) all
alternative treatments of financial information within generally accepted accounting
principles that have been discussed with Fund management, ramifications of the use of
such alternative disclosures and treatments, and the treatment preferred by the
independent accountants; and (iii) other material written communications between the
independent accountants and Fund |
1-3
|
|
|
management, such as any management letter or schedule of unadjusted differences; |
|
|
(n) |
|
to receive reports from the principal executive officer and the principal
financial officer, or persons performing similar functions, regarding: (i) all
significant deficiencies in the design or operation of Fund internal controls that
could adversely affect the Funds ability to record, process, summarize, and report
financial data and have identified for Funds independent accountants any material
weaknesses in internal controls; (ii) any fraud, whether or not material, that involves
Fund management or other employees who have a significant role in the Funds internal
controls; and (iii) whether or not there were significant changes in the Funds
internal controls or in other factors that could significantly affect the Funds
internal controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses; |
|
|
(o) |
|
to establish procedures for: (i) the receipt, retention, and treatment of
complaints received by the Fund regarding accounting, internal accounting controls, or
auditing matters; and (ii) the confidential, anonymous submission of concerns
regarding questionable accounting or auditing matters; |
|
|
(p) |
|
to discuss with Fund management and the Funds independent auditors policies
with respect to risk assessment and risk management and the quality and adequacy of the
Funds internal controls and processes that could materially affect the Funds
financial statements and financial reporting; and |
|
|
(q) |
|
to perform such other functions consistent with this Audit Committee Charter,
the Funds Articles of Incorporation or Declaration of Trust, as applicable, the Funds
By-laws, and applicable law, as the Audit Committee or the Board of Directors deems
necessary or appropriate. |
In fulfilling their responsibilities under this Audit Committee Charter, it is recognized that
members of the Audit Committee are not full-time employees of the Fund. As such, it is not the
duty or responsibility of the Audit Committee or its members to conduct field work or other types
of auditing or accounting reviews or procedures. Each member of the Audit Committee shall be
entitled to rely on (i) the integrity of those persons and organizations inside and outside the
Fund from which the Audit Committee receives information and (ii) the accuracy of the financial and
other information provided to the Audit Committee by such persons or organizations, absent actual
knowledge to the contrary (which actual knowledge shall be promptly reported to the Board of
Directors).
Fund management is responsible for maintaining appropriate systems for accounting. The Funds
independent accountants are responsible for conducting a proper audit of the Funds financial
statements and are ultimately accountable to the Audit Committee. The Audit Committee has the
ultimate authority and responsibility to select (subject, if applicable, to shareholder approval)
and evaluate the Funds independent accountants, to determine the
1-4
compensation of the Funds independent accountants and, where appropriate, to replace the
Funds independent accountants.
IV. Meetings
The Audit Committee shall meet regularly with the Funds independent accountants (outside the
presence of Fund management) and at least once annually with the representatives of Fund management
responsible for the financial and accounting operations of the Fund. The Audit Committee shall
hold special meetings at such times as the Audit Committee believes appropriate. Members of the
Audit Committee may participate in a meeting of the Audit Committee by means of conference call or
similar communications equipment by means of which all persons participating in such meeting can
hear each other.
V. Assistance from Fund Management; Authority to Engage Advisers; Funding
The appropriate officers of the Fund shall provide or arrange to provide such information,
data and services as the Audit Committee may request. The Audit Committee shall have the power and
authority to take all action it believes necessary or appropriate to discharge its
responsibilities, including the power and authority to retain independent counsel and other
advisers. The Fund shall provide for appropriate funding, as determined by the Audit Committee as
a committee of the Board of Directors, for payment of compensation to: (i) the Funds independent
accountants and (ii) any advisers employed by the Audit Committee under this Section V.
Dated: June 18, 2001
Revised: December 9, 2002
1-5
EXHIBIT 2
CHARTER FOR THE NOMINATING COMMITTEE
OF
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
This Charter sets forth the purpose, authority, and responsibilities of the Nominating
Committee of the Board of Directors of Access Capital Strategies Community Investment Fund, Inc.
(the Fund). The Charter will be reviewed and approved annually by the Board of Directors of the
Fund.
Purpose
The Nominating Committee has as its primary purpose, among other things, responsibility for
the nomination of one or more persons to serve as a member of the Board of Directors of the Fund.
Authority
The Nominating Committee has been duly established by the Board of Directors of the Fund, and
shall be provided with appropriate resources to discharge its responsibilities effectively.
Composition and Term of Members of the Nominating Committee
The Nominating Committee shall be composed of all the members of the Board of Directors who
are not interested persons of the Fund (Independent Directors) as defined in Section 2(a)(19)
of the Investment Company Act of 1940 (1940 Act). The members of the Board of Directors who are
members of the Nominating Committee are listed in Exhibit A hereto. The members of the
Nominating Committee shall designate one member to serve as Chair of the Nominating Committee.
Each member of the Nominating Committee shall serve until a successor is appointed.
Meetings
The Chair of the Nominating Committee shall call meetings on an as needed basis. Meetings
may be held as often as deemed appropriate by the Chair of the Nominating Committee. Counsel to
the Fund will serve as counsel to the Nominating Committee, and will be responsible for preparing
and maintaining the minutes of the meetings of the Nominating Committee. Minutes of each such
meeting will be circulated to all members of the Nominating Committee in a timely manner.
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Responsibilities
The Nominating Committee shall provide assistance to the Board of Directors in fulfilling its
responsibilities to the shareholders of the Fund.
Functions of the Committee
1. As required by Rules 10f-3, 12b-1, 15a-4, 17a-7, 17a-8, 17d-1, 17e-1, 17g-1, and 18f-3 under the
1940 Act, the Nominating Committee shall nominate persons to become Independent Directors. The
Nominating Committee shall evaluate the qualifications of a candidate to become an Independent
Director and his or her independence from Access Capital Strategies LLC, the various sub-advisers,
and other principal service providers to the Fund. A candidate must be disinterested in terms of
both the letter and the spirit of Section 2(a)(19) of the 1940 Act, as well as satisfy the
requirements of Section 301 of the Sarbanes-Oxley Act of 2002. The Committee shall also consider
the effect of any relationships beyond those delineated in that Act that might impair the
independence of a candidate, such as business, financial, or family relationships with Access
Capital Strategies LLC, or principal service providers.
2. Candidates may be recommended by members of the Nominating Committee and by members of the Board
of Directors. Each candidate will be evaluated by the Nominating Committee with respect to the
relevant business and industry experience that would enable the candidate to serve effectively as
an Independent Director, as well as his or her compatibility with respect to business philosophy
and style. The members of the Nominating Committee may conduct an in-person interview of each
viable candidate using a standardized questionnaire. When all of the viable candidates have been
evaluated and interviewed, the Nominating Committee shall determine which of the viable candidates
should be presented to the Board of Directors for selection to become a member of the Board of
Directors.
3. The Nominating Committee shall periodically review the corporate governance procedures of the
Board of Directors and shall recommend any appropriate changes to the Board of Directors.
4. The Nominating Committee shall periodically review the composition of the Board of Directors to
determine whether it may be appropriate to add individuals with different backgrounds or skill sets
from those persons who are already members of the Board of Directors.
5. The Nominating Committee shall periodically review the compensation received by Independent
Directors and shall recommend any appropriate changes to the level or form of such compensation to
the Independent Directors as a group.
Nominations with Respect to Other Committees of the Board
1. The Nominating Committee shall make nominations for membership on all of the Committees created
by the Board of Directors and shall review such assignments at least annually.
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2. The Nominating Committee shall review, as necessary, the responsibilities of each of the
Committees created by the Board of Directors, including whether there is a continuing need for the
Committee, whether there is a need for the Board of Directors to create any additional Committees,
and whether any of the existing Committees should be combined or reorganized. The Nominating
Committee shall make recommendations for any such action to the Board of Directors.
Retirement Policies
1. It shall be the policy of the Nominating Committee that Independent Directors will retire from
active service on the Board of Directors by the end of the year in which they reach their 72nd
birthday.
Other Powers and Responsibilities
1. The Nominating Committee shall monitor the performance of independent legal counsel employed by
the Independent Directors as defined in Rule 0-1 under the 1940 Act, and shall be responsible for
the supervision of counsel.
2. The Nominating Committee shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain special counsel and other experts or
consultants at the expense of the Fund.
3. The Nominating Committee shall consider such other matters as may be referred to it from time to
time by the Board of Directors.
Effective as of December 2002.
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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS ON
MARCH 28, 2006
This proxy is solicited by the Board of Directors of Access Capital Strategies Community
Investment Fund, Inc. (the Fund) for use at a Special Meeting of Shareholders (Meeting) to be
held on March 28, 2006 at 9:00 a.m. Eastern Time at 429 Boylston Street, Suite 501, Boston,
Massachusetts 02116.
The undersigned hereby appoints Ronald A. Homer and David F. Sand, each of them with full
power of substitution as proxies of the undersigned, to vote, as designated below, at the
above-stated Meeting and at any and all adjournments thereof, all common stock in the Fund held of
record by the undersigned on the record date for the Meeting, upon the following matters and upon
any other matter which may come before the Meeting in their discretion:
PROPOSAL (1): Approval of authorization to withdraw the Funds election to be treated as a
business development company and to continue operations as a registered closed-end investment
company.
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FOR |
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AGAINST |
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PROPOSAL (2): Election of Directors.
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FOR all four
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WITHHOLD
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NOMINEES:
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Peter J. Blampied |
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nominees listed
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AUTHORITY
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Ronald A. Homer |
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(except as marked
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to vote for all
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W. Carl Kester |
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to the right)
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nominees listed
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Kevin J. Mulvaney |
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To withhold authority to vote for any
individual nominee, write that nominees
name on the line below. |
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_______________________________ |
PROPOSAL (3): Ratification of the selection of Deloitte & Touche, LLP, as the independent auditors
of the Fund for the fiscal year ended May 31, 2006.
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PROPOSAL (4): Transaction of such other business as may properly come before the Meeting.
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Every properly executed proxy will be voted in the manner specified hereon and, in
the absence of specification, will be treated as granting authority to vote FOR the
above-enumerated Proposals.
The undersigned hereby acknowledges receipt of the Notice of Meeting dated February 28, 2006
and the Proxy Statement attached hereto:
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Signature(s) of Shareholder(s) |
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Signature(s) of Shareholder(s) |
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Date:
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IMPORTANT: Please sign legibly and exactly as the name appears on this
card. Joint owners must EACH sign the proxy. When signing as executor,
administrator, attorney, Director, or guardian, or as custodian for a minor,
please give the FULL title of such. If a corporation, please give the FULL
corporate name and indicate the signers office. If a partner, please sign in
the partnership name. |
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE