ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND INC/MA, 10-12G, 1997-05-30

ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND INC/MA
10-12G, 1997-05-30

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934

ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
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(Exact name of registrant as specified in charter)

<TABLE>
<S> <C>
Maryland 04-336939
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)

124 Mt. Auburn Street
Suite 200N
Cambridge, Massachusetts 02138
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(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's telephone number, including area code: (617) 576-5858
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Securities to be registered pursuant to 12(b) of the Act: NONE

Securities to be registered pursuant to 12(g) of the Act:

COMMON STOCK, $.001 PAR VALUE
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(Title of Class)

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ITEM 1. DESCRIPTION OF BUSINESS

(a) General Development of Business

GENERAL. The Fund is a newly organized, non-diversified closed-end
management investment company electing status as a business development company
("BDC") under the Investment Company Act of 1940 (the "1940 Act"). The Fund's
investment objective is to invest in geographically specific private placement
debt securities located in portions of the United States designated by Fund
investors. The Fund will invest primarily in private placement debt securities
specifically designed to support underlying economic activities such as
affordable housing, education, small business lending, and job creating
activities in areas of the United States designated by Fund investors. All
Fund investments will (i) have a rating in the highest category assigned by a
nationally recognized rating organization ("NRSRO") (e.g.; at least "Aaa" from
Moody's Investors Services or "AAA" from Standard & Poor's); or (ii) be deemed
by the Manager to be of comparable quality to securities so rated; or, (iii) be
credit enhanced by one or more entities with a highest rating. Management
expects that all investments made by the Fund will be considered eligible for
regulatory credit under the Community Reinvestment Act ("CRA"). There can be no
assurance that the Fund will achieve its investment objective. The Fund was
incorporated in Maryland on May 14, 1997. Its principal office is located at
124 Mt. Auburn Street, Suite 200N, Cambridge, MA 02138, and its telephone
number is (617) 576-5858.

The Fund's Manager, Access Capital Strategies LLC ("Access"), is an
investment adviser registered under the Investment Advisers Act of 1940
("Investment Advisers Act"). References to "Management" or the "Manager" in
this document refer to Access unless otherwise indicated.

The Fund will commence operations on ________, 1997 and has registered
its Shares pursuant to Section 12(g) of the Securities Exchange Act of 1934
("1934 Act"), in compliance with the requirement of Section 54(a)(2) of the
1940 Act. The Fund is offering its Shares in an offering pursuant to
Regulation D of the 1933 Act ("Regulation D") and is selling its Shares in that
offering solely to "accredited investors," as that term is defined under
Regulation D.

USE OF PROCEEDS. The net proceeds to the Fund from the sale of the
Shares offered hereby, after deducting the organizational and offering expenses
to be paid or reimbursed by the Fund, are estimated at $999,900,000 if the
maximum number of Shares offered hereby are sold. The Fund intends to apply
the net proceeds of this offering to purchase private placement transactions
with eligible portfolio investments in furtherance of its investment objective
and policies. Shares will be sold to subscribers pursuant to one or more
closings to be made from time to time through December 31, 2002. Management
does not intend to proceed to a closing until it is certain that sufficient
co-investors can be found to warrant entrance into a particular designated
target region, which may be a state, multi-state region, a

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metropolitan region, or the entire United States (a "Designated Target
Region"). It is currently anticipated that all funds subscribed for will be
called, and that a majority of the proceeds of this offering will be invested
in privately-placed debt securities within the earlier of (i) two years after
the termination of this offering or (ii) two and a half years after the Fund
has first accepted subscriptions from investors in the offering, although the
Fund will be permitted to enter into closings at any time until December 31,
2002.

(b) Financial Information About Industry Segments.

Not Applicable; the Fund has not commenced operations and has
no revenues.

INVESTMENT PROGRAM. The Fund is designed for investors seeking a
competitive return on investment from private placement securities that support
underlying economic activity in distinct parts of the United States. Typical
investors in the Fund are financial institutions and other tax-paying
investors.

GENERAL

Investment and Economic Objectives. 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. There can be no
assurance that the Fund will achieve its investment objective. The Fund's
economic objective is to act as a source of long-term fixed- rate capital for
people, institutions, and organizations located in low and moderate income
communities.

Business Development Companies. As a BDC, the Fund must invest at
least seventy per cent of its total assets in securities of "eligible portfolio
companies." An eligible portfolio company generally is a domestic company
which is not an investment company and: (1) does not have a class of securities
registered on an exchange or included in the Federal Reserve Board's
over-the-counter margin list; or (2) is actively controlled by a BDC and has an
affiliate of a BDC on its board of directors; or (3) meets such other criteria
as may be established by the Securities and Exchange Commission ("SEC") (see
"Regulation").

Management has identified the BDC structure as an effective and
efficient mechanism to realize the Fund's objectives. References in this
document to "eligible portfolio investments" refer to "eligible portfolio
companies" as that term is defined in the 1940 Act.

As required by the 1940 Act, the Fund intends to make available
significant managerial assistance to eligible portfolio investments whose
securities it purchases and holds in its portfolio. This assistance may take
the form of helping to design community investment programs and the debt
securities issued to fund them, developing credit enhancements, and

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assisting program designers in maximizing the community economic benefits of
these programs. (See "Regulation" for more information on making available
significant managerial assistance.) Management believes that, by serving as an
ongoing private sector presence, the Fund can assist in achieving the
investment and community economic goals of these community investments.

The 1940 Act permits the Fund to invest up to 30% of its total assets
in investments that are not eligible portfolio investments (including publicly
traded securities) and/or investments as to which the Fund does not offer to
make available significant managerial assistance. The Fund does not currently
intend to make any such investments except that in certain situations the Fund
may invest in special purpose private placement debt securities issued by
entities that have issued classes of publicly traded securities.

Diversification Standards. The Fund will be classified as a
"non-diversified" closed-end investment company under the 1940 Act. The
Manager will seek to increase the diversification of the Fund's portfolio so as
to make it possible to meet the RIC diversification requirements, as described
below. There can be no assurance, however, that the Fund will be able to meet
those requirements.

To qualify as a RIC, the Fund must, among other things, satisfy a
diversification standard under the Code such that, at the close of each quarter
of the Fund's taxable year, (i) not more than 25% of the value of its total
assets is invested in the securities (other than government securities or
securities of other RICs) of a single issuer, or two or more issuers which the
Fund controls (under a 20% test) and which are engaged in the same or similar
trades or business or related trades or businesses, and (ii) at least 50% of
the market value of its total assets is represented by cash, cash items,
government securities, securities of other RICs and other securities (with each
investment in such other securities limited so that not more than 5% of the
value of the Fund's total assets is invested in the securities of a single
issuer and the Fund does not own more than 10% of the outstanding voting
securities of a single issuer). See "Federal Income Taxation."

Leverage. The Fund may borrow money from and issue debt securities
to banks, insurance companies, and other lenders to obtain additional funds to
invest in private placement debt securities. Under the 1940 Act, the Fund may
not incur borrowings unless, immediately after the borrowing is incurred, such
borrowings would have "asset coverage" of at least 200%. "Asset coverage"
means the ratio which the value of the Fund's total assets, less all
liabilities not represented by the borrowings and any other liabilities
constituting "senior securities" under the 1940 Act, bears to the aggregate
amount of such borrowings and senior securities. The practical effect of this
limitation is to limit the Fund's borrowings and other senior securities to 50%
of its total assets less its liabilities other than the borrowings and other
senior securities at the time each such borrowing is to occur. The 1940 Act
also requires that, if the Fund borrows money, provision be made to prohibit
the declaration of any dividend or other distribution on the Shares (other than
a dividend payable in Shares), or the

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repurchase by the Fund of Shares, if after payment of such dividend or
repurchase of Shares the asset coverage of such borrowings would be below 200%.
See "Regulation." In addition, if the Fund adopts a periodic repurchase
program, it will comply with any further restrictions under the 1940 Act
regarding leveraging the Fund. If, because of these asset coverage
requirements, the Fund is unable to pay dividends or distributions in the
amounts required under the Code, it might not be able to qualify as a RIC or,
if qualified, to continue to qualify. See "Federal Income Taxation."

The use of leverage increases investment risk. Lenders are expected
to require that the Fund pledge portfolio assets as collateral for loans. If
the Fund is unable to service the borrowings, the Fund may risk the loss of
such pledged assets. Lenders are also expected to require that the Fund agree
to loan covenants limiting the Fund's ability to incur additional debt or
otherwise limiting the Fund's flexibility, and loan agreements may provide for
acceleration of the maturity of the indebtedness if certain financial tests are
not met. See "Risk Factors."

If the Fund does issue debt securities, the Manager will request that
the purchaser(s) of debt securities agree that at a minimum 25% of the net
proceeds of any debt raised will be placed, on a pro rata basis, in Round One
Investors' Designated Target Regions. Purchaser(s) of debt securities may
select a Designated Target Region for the balance of the debt proceeds. (See
"Types of Financing.")

FUND INVESTMENTS: IDENTIFYING INVESTMENT OPPORTUNITIES

Upon receipt of a commitment to invest in the Fund, payment of the
commitment fee and choice of a Designated Target Region(s) the Manager will
begin the search and design process for the private placement debt securities
to be created in the Designated Target Region(s). First, the Manager will
subject potential investments to the due diligence traditionally employed in
evaluating private placement debt securities. Such securities will be
purchased by the Fund only after the due diligence process has been satisfied.
Second, the Manager will analyze potential investments to ensure that they
represent a commitment of capital to underfunded community economic needs.
Further, the Manager must have a reasonable level of confidence that the
expected rate of return from the proposed investment will contribute to the
Fund's investment objective.

Investment opportunities will be brought to the Manager through a
variety of channels. Prospective issuers of securities, including Federal,
state, and other public sector agencies, may contact the Fund with potential
investment programs. Investment bankers or financial advisors may also work to
develop debt securities for the Fund. Alternatively, the Manager may approach
prospective issuers or investment banks with suggestions for debt securities
that could be purchased by the Fund. The Fund will offer to provide
significant managerial assistance in the design, implementation, and monitoring
phases of all of the community investment programs whose debt securities it
purchases.

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The second avenue for the creation of Fund investments is through
identifying existing inventories of community investments that do not have
access to capital markets investors. These inventories may be loans issued by
financial institutions including non-bank lenders or other originators such as
revolving loan funds, community development corporations ("CDCs"), community
development financial institutions ("CDFIs"), and state or local eco nomic
development authorities. Community-based loan originators, traditional and
non-traditional, are often constrained as to the amount of capital that may be
allocated to the extension of new loans. These originators may be capable of
using their skills and existing presence in the community to originate new
loans but cannot do so due to scarcity of new loan capital. If the Fund can
liquify these inventories and turn the existing, seasoned loans into Fund
investments, these originators could then relend in the community with the
proceeds they receive from the sale of their loan portfolios. Increasing the
velocity of capital emanating from community-based loan originators will help
the Fund realize its financial and economic goals. The Manager will seek
assurances from the sellers that they will use the proceeds from existing loans
sold to the Fund to make new loan capital available to the targeted
communities.

All Fund investments must be of AAA credit quality or equivalent, or
be credit enhanced by the Federal government, a government agency or a
AAA-rated private sector entity.

INVESTMENT GUIDELINES: PURCHASING SECURITIES

The Fund will operate under the following investment guidelines for
the purchase of securities:

Geographic Targeting. Each investor will choose a Designated Target
Region as the preferred geographic focus for investment of its assets. A
Designated Target Region may be a state, multi-state region, a metropolitan
area, or the entire United States. An investor may also allocate an investment
commitment among different existing or potential Designated Target Regions by
specifying the percentage of the total commitment to be invested in each
selected Designated Target Region. Management intends to limit to the number of
Designated Target Regions to ten. Access will not accept an investor's
preference for a particular Designated Target Region unless it is reasonably
certain that an adequate supply of potential investments can be developed for
the contemplated Designated Target Region. Management intends to seek minimum
commitments totaling $50 million for each Designated Target Region. However,
each investor will be a Shareholder of the Fund, not just of the investments in
its Designated Target Region. The financial returns on an investor's
investment will be determined by its proportionate share of the total assets in
the Fund's blended, geographically diverse portfolio, not just by the
performance of the assets in the Designated Target Region selected by the
investor.

Community Investments. Fund investments will support community
economic activities that do not have full or efficient access to the capital
markets. Specifically, the Fund

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intends to invest in affordable housing, education, small business lending and
other types of job-creating securities. Although Access will make the
day-to-day decisions regarding whether to purchase particular debt securities
for the Fund, the economic focus of the Fund will be reviewed regularly by the
Board of Directors (the "Board"), a majority of whom will be disinterested, for
compliance with the Fund's investment objective.

When making general reference to potential Fund investments as a
class, this document uses the term "community investments," which refers to
securities that are designed to provide for a market rate of return while
bridging capital gaps in the traditional banking and/or capital markets and
profiting from certain market inefficiencies.

Industry Concentration. Under the prevailing definition of the
phrase "industry concentration," the Fund will be concentrated in the
affordable housing industry. This means that the Fund will not invest less
than 25% of its total assets in the affordable housing industry. The Fund
currently intends to invest up to 50% of its total assets in securities issued
by providers of affordable housing. As with all Fund investments, affordable
housing investments made by the Fund must meet the Fund's return and credit
quality criteria and must also support economic activity that would not
otherwise be adequately funded through traditional banking and/or capital
markets. At present and for the foreseeable future, Management believes there
are adequate opportunities for Fund investment in the affordable housing
securities industry.

Investors place billions of dollars each year in mortgage-backed
securities in support of market rate single family mortgages. Government
sponsored enterprises ("GSEs") such as Fannie Mae and Freddie Mac offer credit
guarantees for conventional mortgages that create high quality investment
instruments in support of a portion of the housing finance area. Although the
single family conforming mortgage activities of the GSEs have efficient access
to the capital markets, Management believes that additional opportunities exist
to work with the GSEs to create innovative affordable housing programs that are
complementary to and expand upon programs already in place.

Similarly, state housing finance authorities ("HFAs") issue tax-exempt
debt to finance their work in affordable housing. Management believes that
HFAs in Designated Target Regions will be interested in working with the Fund
to develop new programs that could be financed through issuance of taxable HFA
debt to be purchased by the Fund.

There can be no assurance of the continued availability of support
from GSEs, HFAs, or other credit enhancers for Fund activities. Regulatory or
statutory changes may affect the willingness or ability of housing related
entities to work in the affordable housing private placement area. Changes in
credit ratings of GSEs, HFAs, or private credit enhancers may constrain their
value to the Fund as potential sources of credit enhancement.

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Credit Quality. All Fund investments will (i) have a rating in the
highest category assigned by an NRSRO; or (ii) be deemed by the Manager to be
of comparable quality to securities so rated; or, (iii) be credit enhanced by
one or more entities with a highest rating. The credit quality guidelines
described above are applicable to securities at the time of purchase.
Subsequent changes in credit quality, including downgrades due to changes in
status of credit enhancers, will not require automatic action by the Manager.

The Board will review on an ongoing basis the credit quality
determinations of the Manager as well as any changes to the credit quality of
portfolio securities. The Manager may not make any adjustments to credit
quality guidelines without consent of the Board.

Maturity. Maturities for securities held by the Fund will vary by
type of investment. Mortgage-backed securities will typically have maturities
up to thirty years while securitized small business loan transactions may have
maturities of up to ten years.

Significant Managerial Assistance. The Fund will offer to provide
significant managerial assistance to the issuers of private placement debt
securities it purchases. It is expected that such issuers will benefit from
the Fund's guidance, advice, and assistance before, during, and after the
creation of investment programs. Management expects that the Fund's ongoing
involvement will help assure that the investment and programmatic goals of each
transaction entered into by the Fund are realized.

Private Placement Securities. Fund investments will be private
placement debt securities. The Fund will often be the sole buyer of such
securities designed for purchase by the Fund. An investor purchasing Shares of
the Fund must recognize that the securities purchased by the Fund will be, by
definition, illiquid investments for which there is currently no secondary
market. The Manager will seek to obtain a premium for the illiquidity inherent
in holding these securities; however, there can be no assurances as to the
exact amount of premium that will be received, if any.

Other Investment Policies. The Fund will not invest in venture
capital, private equity or other asset classes not discussed in this document.
The Fund will not sell securities short, purchase securities on margin (except
to the extent the Fund's permitted borrowings are deemed to constitute margin
purchases), write puts or calls, purchase or sell commodities or commodity
contracts, or purchase or sell real estate. The Fund will not underwrite the
securities of other companies, except to the extent the Fund may be deemed an
underwriter upon the disposition of restricted securities acquired in the
ordinary course of the Fund's business.

INVESTMENT GUIDELINES: SALE OF SECURITIES

Because the Fund will often be the sole buyer of private placement
debt securities designed for purchase by the Fund, the Fund's portfolio
securities will not be actively traded

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in a secondary market. However, under certain conditions, the Manager may
determine that attractive opportunities exist to sell an investment. As the
community investment industry develops, opportunities may emerge for the Fund
to sell its portfolio securities and reinvest in other debt securities that
will continue to satisfy the Fund's investment guidelines. The Fund may sell
portfolio investments in the following circumstances:

Seasoned Private Placements. The seasoning of Fund investments and
the concomitant development of a performance track record for issuers that were
initially innovative and unfamiliar to market participants may create
opportunities to sell Fund investments through traditional banking and capital
market channels.

Reduced Premium for Illiquidity. Management expects the market for
securitized small business loans to grow during the life of the Fund.
Securities held by the Fund may be attractive investments for new entrants into
the market who may be willing to buy such securities from the Fund at prices
that are favorable to the Fund.

The Fund's investment objective, investment policies, and investment
guidelines (other than its status as a BDC) are not fundamental policies and
may be changed by the Fund's Board at any time without Shareholder approval.

RISK FACTORS.

GENERAL

Each prospective investor should consider carefully the risk factors
attendant to the purchase of Shares, including without limitation those
discussed below, and each should review the investment with its own legal, tax,
and financial advisors. In addition, each prospective investor should
understand that the Subscription Agreement materially restricts investors from
selling or otherwise disposing of their Shares.

No Operating History; Reliance on Management. The Fund is newly
organized and will not have an investment track record. The Fund could require
substantial time to become fully invested. The Fund will be wholly dependent
for the selection, structuring, closing, and monitoring of its investments on
the diligence and skill of its Manager, acting under the supervision of the
Board. Ronald A. Homer and David F. Sand, the two senior officers of Access,
will have responsibility for the selection of investments, the negotiation of
the terms of such investments, and the monitoring of such investments after
they are made. There can be no assurance that Messrs. Sand and Homer will
remain associated with Access or that, in the event they ceased to be
associated with Access, Access would be able to find a qualified person or
persons to fill their position(s). See "Management."

Limited Transferability of Shares. The Fund has been organized to
make investments in illiquid debt securities. The Shares will not be
registered under the federal or state

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securities laws and are subject to substantial restrictions on transfer. There
will be no trading market for the Shares. Fund shares, subject to Board and
shareholder approval, are expected to be subject to annual voluntary redemption
as discussed in "Withdrawal of Funds." See "Transferability of Shares."

Long-Term Investment. The Fund's Articles of Incorporation provide
that, on December 31, 2032, the Fund will be dissolved automatically without
any action by Shareholders. From and after such dissolution, the Fund's
activities will be limited to the winding-up of its affairs, the liquidation of
its remaining assets, and the distribution of the net proceeds thereof to
Shareholders. However, the actual liquidation might not be completed for a
significant period after the Fund's dissolution. In addition, it is possible
that, if certain of the Fund's assets are not liquidated within a reasonable
time after the Fund's dissolution, the Fund may elect to make a distribution in
kind of all or part of such assets to Shareholders. In such case, Shareholders
would bear any expenses attendant to the ultimate liquidation of such assets.
See "Dissolution of the Fund."

Competition. There is no assurance that there will be a sufficient
number of attractive potential investments available to the Fund. While
Management believes that the Fund offers a unique investment vehicle at this
time, in some instances, particularly with housing-related investments, it is
possible that there will be competition from other investors seeking to invest
in the same types of privately placed debt securities in the same Designated
Target Regions. Such other investors may have greater resources than the Fund.
Furthermore, the Fund's need to comply with provisions of the 1940 Act
pertaining to BDCs and provisions of the Code pertaining to RICs might restrict
the Fund's flexibility as compared to that of its competitors. The need to
compete for investment opportunities may make it necessary for the Fund to
offer more attractive transaction terms than otherwise might be the case. See
"Investment Program."

Leverage. As discussed elsewhere in this document, Management may
decide to borrow. Although leverage can enhance return on invested capital, if
the return on the investments purchased with borrowed funds fails to cover the
fixed cost of the borrowings, or if the return is negative, the value of the
Fund's net assets will decline more rapidly than would be the case in the
absence of leverage. For this reason, leverage is considered a speculative
investment technique. The Fund expects to be asked to pledge portfolio assets
as collateral for its borrowings. If the Fund is unable to service its
borrowings, the Fund may risk the loss of the pledged assets. In addition, if
the interest rates on floating or variable rate borrowings increase at a time
that the Fund holds fixed-rate securities or that the Fund holds variable rate
securities whose interest rates do not increase as much as the rate on the
Fund's borrowings, the Fund's income and yield will be adversely affected. See
"Investment Program -- General."

In addition, lenders may require that the Fund agree to loan covenants
that could restrict its flexibility in the future. The Fund may be required to
dispose of or seek

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prepayment of assets at a time it would otherwise not do so to repay
indebtedness in a timely fashion. Under the 1940 Act, if the Fund borrows
money, provision must be made to prohibit the declaration of any dividend or
other distribution on the Shares (other than a dividend payable in Shares), or
the repurchase by the Fund of Shares, if after payment of such dividend or
repurchase of Shares the value of the Fund's total assets, less all liabilities
not represented by the borrowings and any other liabilities constituting
"senior securities" under the 1940 Act, is less than 200% of the aggregate
amount of such borrowings and senior securities. If the Fund is unable to pay
dividends or distributions in the amounts required under the Code, it might not
be able to qualify as a RIC or, if qualified, to continue to qualify.

Regulation. The Fund will elect to be treated as a BDC under the 1940
Act. Although BDCs are exempt from registration under the 1940 Act and
relieved from compliance with many provisions of the 1940 Act, they are subject
to greater restrictions on permitted types of investments than closed-end
investment companies generally. Moreover, the applicable provisions of the
1940 Act continue to impose numerous restrictions on the activities of the
Fund, including restrictions on leverage and on the nature of its investments.
There can be no assurance that the BDC provisions of the 1940 Act will be
interpreted or administratively implemented in a manner consistent with the
Fund's objectives or manner of operation. See "Regulation."

LEGISLATIVE AND REGULATORY RISKS

Legislative and Administrative Changes. As discussed throughout this
document, many aspects of the Fund's investment objectives are directly
affected by the national and local legal and regulatory environments. Changes
in laws, regulations or the interpretation of regulations could all pose risks
to the successful realization of the Fund's investment objectives.

It is not known what changes, if any, will be made to the federal
Community Reinvestment Act ("CRA") over the life of the Fund and what impact
these changes would have on regulators or the various states that have their
own versions of CRA. CRA regulations play an important part in influencing the
readiness and capacities of financial institutions to originate loans that may
be owned by the Fund through its investment in geographically specific fixed
income private placement debt securities. Changes in the CRA might impact upon
Fund operations and might pose a risk to the successful realization of the
Fund's investment objectives. In particular, repeal of CRA would significantly
reduce the attractiveness of Fund ownership for regulated investors.

Non-Diversified Status. The Fund will be classified as a
"non-diversified" investment company under the 1940 Act. The Fund intends to
qualify as a RIC under the Code and will therefore seek to meet the
diversification standards thereunder. See "Federal Income Taxation."
Nevertheless, the Fund's assets may be subject to a greater risk of loss than
if it were more widely diversified.

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Tax Status. The Fund must meet a number of requirements, described
under "Federal Income Taxation," to qualify as a RIC and, if qualified, to
continue to qualify. If the Fund experiences difficulty in meeting the
diversification requirement for any fiscal quarter, it might accelerate capital
calls or borrowings in order to increase the portion of the Fund's total assets
represented by cash, cash items, and U.S. government securities as of the close
of the following fiscal quarter and thus attempt to meet the diversification
requirement. However, the Fund would incur additional interest and other
expenses in connection with any such accelerated borrowings, and increased
investments by the Fund in cash, cash items, and U.S. government securities
(whether the funds to make such investments are derived from called equity
capital or from accelerated borrowings) are likely to reduce the Fund's return
to investors. Furthermore, there can be no assurance that the Fund would be
able to meet the diversification requirements through such actions. Failure to
qualify as a RIC would subject the Fund's distributed and undistributed income
to federal income taxation, and in a year in which the Fund has taxable income
or net realized gain, would have a significant adverse effect on the return to
investors. See "Federal Income Taxation."

INVESTMENT RISKS

Community Investing. The Fund will focus on Community Investments as
described in other sections of this document. (See "Investment Program --
General -- Community Investments".) This investment specialization involves
risks that include, but are not limited, to those outlined below.

- ECONOMIC CONDITIONS. The community investment focus of the
Fund will likely result in the purchase of investments in economically
distressed areas within an investor's Designated Target Region(s). These areas
may be in the process of economic deterioration, stabilization, and/or
revitalization. The term and therefore the value of the return on Fund
investments in economically distressed and/or redeveloping areas could be
adversely affected by the fragile nature of the local economy or unfavorable
changes in local, regional, or national economic conditions.

- NATURE OF ISSUERS OF FUND INVESTMENTS. The economic objective
of the Fund (as outlined in "Investment Program -- General -- Investment and
Economic Objectives") will result in investments that represent an extension of
credit to individuals, organizations, and communities that do not have full and
efficient access to conventional banking and/or capital markets. Such
investments could be in the form of private placement debt securities in
support of affordable housing, education, small business lending, and other
job-creating activities. While all of the Fund's investments will be of the
highest credit quality or equivalent or have various forms of credit
enhancement, the initial sources of repayment may be individuals or
organizations that are, in some way, economically disadvantaged. The
disadvantaged economic status or related circumstances, such as a lack of
accumulated savings to employ in the case of temporary financial hardship, of
these primary issuers of the debt securities could adversely affect their
ability to meet their financial obligations.

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In the event that a primary issuer is unable to fulfill its financial
obligation on a Fund investment that has credit enhancement, funds received
from the credit enhancer to meet the financial obligation may result in
principal prepayment. Such an event may require the Manager to arrange for
another investment as a replacement in the Fund portfolio. There can be no
assurance that the Manager would be able to arrange an alternative investment
with comparable returns and/or terms to the prepaid investment, or that the
process of arranging such alternative investment would not add to the costs of
managing the Fund.

- COORDINATING THE DEVELOPMENT OF INVESTMENTS. Many of the
fixed-income private placement debt securities purchased as Fund investments
will be uniquely structured to achieve the financial and economic objectives of
the Fund. The Manager will often play a significant role in the structuring of
Fund investments. The development of such securities will often require the
Manager to cooperate with a variety of organizations, including but not limited
to financial institutions, foundations, state agencies, community groups,
national credit enhancers and other government entities. A lack of interest of
other entities in developing investments could adversely affect the realization
of the economic and financial objectives of the Fund.

The success of developing credit enhancement for Fund investments will
depend, in large part, on the availability of funds these organizations have
for such activity and/or the amount of payment they expect to receive for their
credit guarantees. A limited or dwindling supply of funds available for credit
enhancement on Fund investments may adversely affect full realization of the
Fund's objectives.

- LOCAL COMMUNITY DEVELOPMENT PROGRAMS. As described above,
Fund investments may be located in economically distressed and/or redeveloping
areas. The successful economic revitalization of a local community is often
dependent upon many factors such as the involvement of various programs and
services funded and organized by community development organizations,
government entities, non-profit groups, religious organizations and other
institutions. If these organizations are unable to arrange funding for and/or
organize the various programs and services they would normally provide to a
local community, the absence of these community development programs could
impede the economic development of a local community and have adverse affects
on the performance of Fund investments located in that area. Changes in
prevailing national economic and political environments, along with the
grant-making and other activities of philanthropic institutions, will affect
the availability of financing for local community programs.

Credit Risks. All investments purchased by the Fund will be of the
highest credit quality or equivalent or will have one or more forms of credit
enhancement. An investor in a credit enhanced debt instrument typically relies
upon the credit rating of the credit enhancer to evaluate an issue's credit
quality and appropriate pricing level. There can be no assurance that the
credit rating of a public or private entity used as a credit enhancer on a Fund
investment will remain unchanged over the period of the Fund's ownership of
that investment.

-13-
<PAGE> 14

Illiquidity of Portfolio Investments. The Fund anticipates that
substantially all of its portfolio investments will consist of privately placed
debt securities that at the time of acquisition may be subject to restrictions
on sale and for which no ready secondary market will exist. Restricted
securities cannot be sold publicly without prior agreement with the issuer to
register the securities under the 1933 Act, or by selling such securities under
Rule 144A or other rules under the 1933 Act which permit only limited sales
under specified conditions. Furthermore, even if the private placement debt
securities owned by the Fund become publicly-traded, the Fund's ability to sell
such securities may be limited by the lack of or limited nature of a trading
market for such securities. If the restricted securities held by the Fund are
sold to the public, the Fund, under certain circumstances, may be deemed an
"underwriter" or a controlling person with respect thereto for the purposes of
the 1933 Act, and be subject to liabilities as such under that Act. See
"Investment Program."

Fixed Interest Rate Investments. The Fund generally will purchase
debt securities with fixed interest rates. The market value of these
investments will be directly affected by changes in prevailing interest rates.
An increase in interest rates will generally reduce the value of the portfolio
investments and a decline in interest rates will generally increase the value
of those investments. See "Investment Program."

Interest Rate Risk Associated with Mortgage and Asset Backed
Securities. The Fund will invest in Mortgage and Asset Backed Securities
("MBSs" and "ABSs"). The value of MBSs and ABSs are based on the underlying
pools of mortgages and assets that serve as the asset base for the securities.
The value of MBSs and ABSs will be significantly influenced by changes in
interest rates because mortgage and asset backed pool valuations fluctuate with
interest rate changes. Specifically, when interest rates decline, many
borrowers refinance existing loans, resulting in principal prepayments which
leads to early payment of the securities. Early payment of an investment in
MBSs or ABSs can result in a significantly lower return than the return
expected at the time the securities were purchased. In addition, a decline in
interest rates that leads to prepayment of MBSs or ABSs may result in a
reinvestment requirement at a time when the interest rate environment presents
less attractive alternatives for the Manager to choose from to achieve its
investment objectives.

CONFLICTS OF INTEREST

Transactions by Other Clients. The Manager's services to the Fund are
not exclusive. Access is not prohibited under the Management Agreement from
establishing additional investment entities that will engage in similar
transactions as the Fund.

To the extent that portfolios of other funds advised by the Manager
desire to invest in opportunities available to the Fund, the Manager will
allocate such opportunities among the Fund and such other funds in a manner
deemed fair and equitable considering all of the circumstances in accordance
with procedures approved by the Board (including a majority of the
disinterested directors). The participation by such other funds in the
community

-14-
<PAGE> 15
investment market could make it more difficult for the Fund to acquire such
private placement debt securities on attractive terms.

Indemnification and Exculpation. The Fund's Articles of Incorporation
provide for indemnification of directors, officers, employees, and agents
(including the Manager) of the Fund to the full extent permitted by Maryland
law and the 1940 Act, including the advance of expenses and reasonable counsel
fees. The Articles of Incorporation also contain a provision eliminating
personal liability, to the extent allowed by the 1940 Act, of a Fund director
or officer or its Shareholders for monetary damages for certain breaches of
their duty of care.

Election of Disinterested Directors. As required by the 1940 Act, a
majority of the Fund's directors are or will be disinterested directors.
Although the continued tenure of all directors will be subject to annual
election by Shareholders, the initial election of directors, including the
disinterested directors, will be made by the initial Shareholder. See
"Management."

Effect of Borrowing. The Manager's fees will be based on the value of
the Fund's total assets, including assets purchased with borrowed funds.
Therefore, decisions by the Manager to cause the Fund to borrow additional
funds will increase the Manager's fees. The Fund's overall borrowing limits,
however, are set by the 1940 Act and also by the Board in the light of its
fiduciary duty to the Shareholders. See "Investment Program -- General."

REGULATION.

After filing its election to be treated as a BDC, a company may not
withdraw its election without first obtaining the approval of holders of a
majority of its outstanding voting securities (as defined under the 1940 Act).
The following is a brief description of the 1940 Act and is qualified in its
entirety by reference to the full text of the 1940 Act and the rules
thereunder.

Generally, to be eligible to elect BDC status, a company must engage
in the business of furnishing capital and offering significant managerial
assistance to "eligible portfolio investments" as defined below. More
specifically, in order to qualify as a BDC, a company must (i) be a domestic
company; (ii) have registered a class of its securities or have filed a
registration statement with the SEC pursuant to Section 12 of the Securities
Exchange Act of 1934 ("1934 Act"); (iii) operate for the purpose of investing
in the securities of certain types of eligible portfolio investments; (iv)
offer to extend significant managerial assistance to such eligible portfolio
investments; (v) have a majority of disinterested directors; and (vi) file (or
under certain circumstances, intend to file) a proper notice of election with
the SEC. The National Securities Improvement Act of 1996 relaxed the
requirement set forth in clause (iv), above, in certain respects; in this
regard a BDC is not required to offer significant managerial assistance to an
issuer which has total assets of not more than $4 million and capital and

-15-
<PAGE> 16
surplus of not less than $2 million or with respect to any other issuer that
meets such criteria as the SEC otherwise may provide.

"Making available significant managerial assistance" is defined under
the 1940 Act in relevant part as (i) an arrangement whereby the BDC, through
its officers, directors or employees, offers to provide and, if accepted, does
provide, significant guidance and counsel concerning the management,
operations, or business objectives of a portfolio company; or (ii) the exercise
by a BDC of a controlling influence over the management or policies of the
portfolio company by the BDC acting individually or as part of a group acting
together which controls the portfolio company. The Fund intends to offer to
provide significant managerial assistance, including advice on the design,
implementation, and monitoring phases of the investments, to the issuers whose
private placement debt securities it purchases.

An "eligible portfolio company" generally is a United States company
that is not an investment company and that (i) does not have a class of
securities registered on an exchange or included in the Federal Reserve Board's
over-the-counter margin list; (ii) is actively controlled by a BDC and has an
affiliate of a BDC on its board of directors; or (iii) meets such other
criteria as may be established by the SEC. Control under the 1940 Act is
presumed to exist where a BDC owns more than 25% of the outstanding voting
securities of the eligible portfolio company.

The 1940 Act prohibits or restricts companies subject to its
provisions from investing in certain types of companies, such as brokerage
firms, insurance companies, investment banking firms, and investment companies.
Moreover, the 1940 Act limits the type of assets that BDCs may acquire to
certain prescribed qualifying assets and certain assets necessary for its
operations (such as office furniture, equipment, and facilities) if, at the
time of acquisition, less than 70% of the value of a BDC's assets consist of
qualifying assets. Qualifying assets include: (i) privately acquired
securities of companies that were eligible portfolio investments at the time
such BDC acquired their securities; (ii) securities of bankrupt or insolvent
companies; (iii) securities of eligible portfolio investments controlled by a
BDC; (iv) securities received in exchange for or distributed in or with respect
to any of the foregoing; and (v) cash items, government securities, and
high-quality short-term debt. The 1940 Act also places restrictions on the
nature of transactions in which, and the persons from whom, securities can be
purchased in order for the securities to be considered qualifying assets. Such
restrictions include limiting purchases to actions not involving a public
offering and the requirement that securities be acquired directly from either
the portfolio company or its officers, directors, or affiliates.

The Fund, as a BDC, may sell its Shares at a price that is below its
net asset value per Share, provided that a majority of the Fund's disinterested
directors has determined that such sale would be in the best interests of the
Fund and its Shareholders and upon the approval by the holders of a majority of
its outstanding voting securities, including a majority of the voting
securities held by non-affiliated persons, of such policy or practice within
one year of such

-16-
<PAGE> 17
sale. A majority of the disinterested directors also must determine in good
faith, in consultation with the underwriters of the offering if the offering is
underwritten, that the price of the securities being sold is not less than a
price which closely approximates market value of the securities, less any
distribution discounts or commissions. As deemed in the 1940 Act, the term
"majority of the outstanding voting securities" of the Fund means the vote of
(i) 67% or more of the Fund's Shares present at a meeting, if the holders of
more than 50% of the outstanding Shares are present or represented by proxy, or
(ii) more than 50% of the Fund's outstanding Shares, whichever is less.

Many transactions involving a company and its affiliates (as well as
affiliates of those affiliates) are permissible for BDCs, including the Fund,
upon the prior approval of a majority of the Fund's disinterested directors and
a majority of the directors having no financial interest in the transactions.
However, certain transactions involving certain persons related to the Fund,
including its directors, officers, and the Manager, may still require the prior
approval of the SEC. In general, (i) any person who owns, controls, or holds
power to vote, more than 5% of the Fund's outstanding Shares, (ii) any
director, executive officer, or general partner of that person, and (iii) any
person who directly or indirectly controls, is controlled by, or is under
common control with, that person, must obtain the prior approval of a majority
of the Fund's disinterested directors, and, in some situations, the prior
approval of the SEC, before engaging in certain transactions involving the
company or any company controlled by the Fund. The 1940 Act generally does not
restrict actions between the Fund and its portfolio companies. While a BDC may
change the nature of its business so as to cease being a BDC (and in connection
therewith withdraw its election to be treated as a BDC) only if authorized to
do so by a majority vote (as deemed by the 1940 Act) of its outstanding voting
securities, Shareholder approval of changes in other fundamental investment
policies of a BDC, except for fundamental policies regarding periodic
repurchase of Shares, which require a majority vote (see "Withdrawal of
Funds"), is generally not required. In contrast, the 1940 Act requires
Shareholder approval for a change in any fundamental investment policy.

FEDERAL INCOME TAXATION.

Taxation of the Fund. The Fund intends to elect the special income tax
treatment available to RICs under the Code in order to be relieved of federal
tax on that part of its net investment income and realized capital gains that
it distributes in a timely manner to Shareholders. The following is a general
summary of certain of the United States federal income tax laws relating to the
Fund and investors in its Shares. This discussion is based on the Code,
regulations, published rulings and procedures and court decisions as of the
date hereof. The tax law, as well as the interpretation thereof, is subject to
change and any such change might interfere with the Fund's ability to qualify
as a RIC. This discussion does not purport to deal with all of the United
States federal tax consequences applicable to the Fund or to all categories of
investors, some of whom may be subject to special rules. In addition, it does
not address state, local, foreign or other taxes to which the Fund or its

-17-
<PAGE> 18
investors may be subject, or any proposed changes in applicable tax laws.
Investors should consult their tax advisers with respect to an investment in
Fund Shares.

To be eligible for the special tax treatment accorded RICs, the Fund
must distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of net investment
income and any excess of net short-term capital gain over net long-term capital
losses) ("Distribution Requirement") and must meet several additional
requirements. Among the requirements are the following: (a) the Fund must
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to loans of securities and gains from the sale
or other disposition of securities or other income derived with respect to its
business of investing in securities ("Income Requirement"); (b) the Fund must
derive less than 30% of its gross income each taxable year from gains from the
sale or other disposition of securities held for less than three months; (c)
the Fund must diversify its assets so that, at the close of each quarter of the
Fund's taxable year, (i) not more than 25% of the value of its total assets is
invested in the securities of a single issuer or in the securities of two or
more issuers that the Fund controls under a 20% test and that are engaged in
the same or similar trades or businesses or related trades or businesses and
(ii) at least 50% of the 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 market 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) ("Diversification Requirement"); and (d)
the Fund must file an election to be treated as a RIC.

In general, if the Fund fails to distribute in a calendar year
substantially all of its net investment income and substantially all of its
capital gain net income for the one-year period ending October 31 of such year
(plus any amount that was not distributed in previous taxable years), the Fund
will be subject to a 4% excise tax on the retained amounts. The Fund intends
generally to make distributions sufficient to avoid imposition of federal
income or excise taxes, although it may not be able to do so because of the
borrowing coverage requirements under the 1940 Act.

There can be no assurance that the Fund will qualify to be taxed as a
RIC. Because of coverage requirements under the 1940 Act, it may be unable to
satisfy the Distribution Requirement, and the Fund may have difficulty
satisfying the Diversification Requirement, particularly during its start-up
period. If the Fund does not qualify to be taxed as a RIC, the Fund will be
taxed on its net income, and, in addition, all distributions from earnings and
profits, including distributions of net capital gain, will be taxable, to
shareholders not exempt from federal income taxation, as ordinary income. If
the Fund does not qualify as a RIC during its first taxable year, or if the
Fund qualifies as a RIC and thereafter fails to qualify, in order to qualify or
requalify as a RIC thereafter, the Fund

-18-
<PAGE> 19
may be required to recognize unrealized gains, pay substantial taxes and
interest, and make certain distributions.

Taxation of Shareholders. Distributions of net investment income and the
excess, if any, of net short-term capital gains over net long-term capital
losses, will be taxable to shareholders not exempt from federal income taxation
as ordinary income, and are anticipated not to be eligible for the corporate
dividends-received deduction. Designated distributions of the excess, if any,
of net long-term capital gains over net short-term capital losses ("net capital
gain") will be taxable to each shareholder as long-term capital gains, without
regard to how long a shareholder has held Shares of the Fund, and will not
qualify for the corporate dividends-received deduction. Distributions in
excess of the Fund's earnings and profits (generally, its net investment income
and net capital gain) will be treated as a tax-free return of capital to the
extent of the shareholders' basis in their shares and thereafter as capital
gain.

Any dividend declared by the Fund in October, November, or December
and payable to shareholders of record on a date in such a month generally is
deemed to have been received by the shareholders on December 31 of such year,
provided that the dividend actually is paid during January of the following
year. The Fund will notify shareholders each year of the amount and tax status
of dividends and other distributions, including the amount of any distribution
of net capital gain. In general, any gain or loss realized upon a taxable
disposition of shares held by a shareholder as a capital asset will be treated
as long-term capital gain or loss if the shares have been held for more than
twelve months, and otherwise as short-term capital gain or loss. However, any
loss realized upon a taxable disposition of Shares held for six months or less
will be treated as long-term, rather than short-term, capital loss to the
extent of any long-term capital gain distributions received by the shareholder
with respect to those Shares. All or a portion of any loss realized upon a
taxable disposition of Shares will be disallowed if other Shares are purchased
within 30 days before or after the disposition. In such a case, the basis of
the newly purchased Shares will be adjusted to reflect the disallowed loss.

Individuals and other taxpayers subject to limitations on
miscellaneous itemized deductions are required to include in gross income an
amount of certain Fund expenses relating to the production of income that are
allocable to the shareholder. Such amount may be deductible by an individual
shareholder as a miscellaneous itemized deduction, subject to the limitation on
miscellaneous itemized deductions not exceeding 2% of adjusted gross income.
Banks and other incorporated entities (other than S corporations) are not
required to include these expenses in gross income.

The Fund generally is required to withhold and remit to the U.S.
Treasury 31% of the taxable dividends and other distributions paid to any
individual or other non-exempt shareholder who fails to furnish the Fund with a
correct taxpayer identification number, who has underreported dividends or
interest income, or who fails to certify to the Fund

-19-
<PAGE> 20
that he or she is not subject to such withholding. An individual's taxpayer
identification number is his or her social security number.

If the Board adopts the periodic repurchase program described above, a
redemption under the program may be treated for federal income tax purposes as
a sale or exchange of the Shares redeemed, a dividend, or a return of capital
(or in part a dividend and in part a return of capital). The redemption will
be treated as an exchange if it is not essentially equivalent to a dividend, if
it is a "substantially disproportionate" redemption, or if it is a termination
of the Shareholder's interest. The redemption will be treated as
"substantially disproportionate" if the ratio that Shares owned by the
redeeming Shareholder immediately after the redemption bears to all of the
Shares of the Fund at such time is less than 80% of the ratio that such
Shareholder's Shares immediately before the redemption bears to all of the
Fund's Shares at such time.

If a Shareholder's redemption under the periodic repurchase program is
not eligible for treatment as an exchange as described above, and if the
redemption is not treated as an isolated redemption, the Fund's Shareholders
that redeem either no Shares or a smaller percentage of their Shares and whose
relative interest in the Fund increased in connection with the redemption will
be treated as receiving a distribution with respect to their Shares. The
redemptions so treated and any deemed distributions to such other Shareholders,
along with regular cash distributions, will be treated as dividends to the
extent of the Fund's current and accumulated earnings and profits. Thereafter,
such actual and deemed distributions will be treated as a return of capital,
with basis reduction to the extent thereof, and then as gain.

Unless the Fund determines conclusively that a redemption is not
eligible for treatment as an exchange for the reasons described above, it will
not treat the redemption or any related deemed distribution as a dividend for
purposes of satisfying the Distribution Requirement. It is not expected that
the Fund will possess sufficient information to make this determination with
respect to any redemption under the periodic repurchase program. It is
therefore possible that it will later be determined that actual distributions
made by the Fund should have been treated by Shareholders as a return of
capital or as gain.

When deciding whether to adopt the periodic repurchase program, the
Board will consider the tax uncertainties associated with the operation of the
program.

-20-
<PAGE> 21
EMPLOYEES.

The Fund expects to have no employees and will rely on the Manager and
its officers (all of whom are employed and paid by the Manager) to administer
its affairs, subject to the supervision of the Fund's Board of Directors.

(d) Financial Information About Foreign and Domestic Operations
and Export Sales.

The Fund has not commenced operations and has no revenues or assets.

ITEM 2. FINANCIAL INFORMATION

The Fund has not commenced operations and consequently has no
financial data to report.

ITEM 3. PROPERTIES

The Fund has not commenced operations and has no assets. It is
anticipated that the Fund's principal assets following commencement will be
securities.

ITEM 4(a) AND (b). SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The Fund had no shares outstanding as of ____________, 1997. It is
anticipated that, prior to the first closing, Access will purchase one share at
a price of $___ as the Fund's initial capital. Therefore, until immediately
subsequent to the first call for investor purchase of shares, Access will be
deemed to "control" the Fund.

Not applicable.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

The Fund's Board of Directors, which will be initially elected by the
initial Shareholder and elected annually thereafter by Shareholders, will
establish and review policy for the management of the Fund. A majority of the
members of the Board, as required by Section 56(a) of the 1940 Act, are or will
be disinterested. The Board will meet no less frequently than quarterly. The
Board will review and approve annually the contracts between the Fund, Access,
and any other affiliates of Access. Management will be responsible for all
day-to-day business decisions regarding operations of the Fund. Specifically,
all decisions about buying and selling portfolio investments will be

-21-
<PAGE> 22
Management's responsibility. The Board will review and consider the allocation
of actual investments as compared to the allocation indicated by investors'
Designated Target Regions.

The Fund's initial Directors are expected to be:

<TABLE>
<CAPTION>
NAME AGE POSITION OTHER AFFILIATION
<S> <C> <C> <C>
Ronald A. Homer* 50 Director CEO & Co-Managing Member, Access Capital Strategies LLC

David F. Sand* 40 Director President & Co-Managing Member, Access Capital
Strategies LLC
</TABLE>
*An "interested" Director.

OFFICERS

The officers of the Fund are expected to be:

<TABLE>
<CAPTION>
NAME POSITION OTHER AFFILIATION
---- -------- -----------------
<S> <C> <C>
Ronald A. Homer Chairman CEO & Co-Managing Member, Access Capital
Strategies, LLC

David F. Sand CEO President & Co-Managing Member, Access
Capital Strategies, LLC
</TABLE>

The business backgrounds of the Fund's proposed directors and officers
are as follows:

<TABLE>
<CAPTION>
Name Employers(5 years) Industry Job Description
---- ------------------ -------- ---------------
<S> <C> <C> <C>
RONALD A. Access Capital Strategies LLC Investment Adviser CEO & Co-Managing Member
HOMER Boston Bank of Commerce Banking President & CEO (1983-1996)

DAVID F. SAND Access Capital Strategies LLC Investment Adviser President & Co-Managing Member
Access Capital Strategies Corp. Investment Adviser CIO & CEO (prior to 1997)
Commonwealth Capital Strategies Investment Banker President (prior to 1995)
Commonwealth Capital Partners Investment Banker Managing Director (prior to
1994)
</TABLE>

THE MANAGER

Access was formed in 1997 to focus upon managing the assets of
institutional investors interested in community investing. In February, 1997
the firm assumed the

-22-
<PAGE> 23
assets, but no liabilities, of Access Capital Strategies Corp. The predecessor
firm was a wholly owned subsidiary of Mellon Bank Corp. from 1994-97.

From 1983 to 1996, Mr. Homer was the president and chief executive
officer of the Boston Bank of Commerce, New England's largest minority-owned
financial institution. During his tenure, the bank specialized in affordable
housing, community development, and small business lending. The bank also had
joint ventures in municipal bond underwriting, investment advisory services,
and real estate development. In 1996, the Boston Bank of Commerce introduced
the 'Unity' Visa Card, the largest credit offering by and for
African-Americans.

From 1979 to 1983, Mr. Homer was executive vice president and chief
operating officer of Freedom National Bank of New York. He spent his first ten
years in banking in a variety of commercial lending positions at Marine Midland
Bank in New York. This experience included asset-based, commercial real estate,
and multi-national corporate lending.

A member of several corporate boards, Mr. Homer is a director of the
Nynex Telecommunications Companies, Nellie Mae Inc., Urban Underwriters Inc.
and the West Insurance Agency. He is a past president of the National Bankers
Association and a former member of the Federal Reserve Board of Governors
Consumer Advisory Council. He served on the administrative committee of the
Government Relations Council of the American Bankers Association ('ABA') and
was the founding chair of the ABA's Center for Community Development. He
currently serves on the national board of the Initiative for a Competitive
Inner City.

Mr. Homer received a BA from the University of Notre Dame in 1968 and
an MBA from the University of Rochester in 1971. He has an honorary Doctorate
of Humane Letters from the University of Massachusetts and an honorary Masters
Degree in Management from Cambridge College.

David F. Sand has more than sixteen years of experience as a portfolio
manager and investment adviser. As a Vice President at Shearson (1980 to 1984)
and later as First Vice President of Drexel Burnham Lambert (1984 to 1985), he
worked to combine market returns and economic results for institutional
clients. He also served as Director and Portfolio Manager for Franklin
Research and Development. Mr. Sand received his undergraduate degree from
Princeton University in 1979 and his Masters in Public Administration from the
John F. Kennedy School of Government at Harvard University in 1988.

-23-
<PAGE> 24
Access' principal business address is 124 Mt. Auburn Street, Suite
200N, Cambridge, Massachusetts 02138.

ITEM 6. EXECUTIVE COMPENSATION

The Fund will pay no compensation to its officers who are "interested
persons" (as defined in the 1940 Act) of the Manager or to its directors who
are officers, directors or employees of Access or any "affiliated person"
thereof (as defined in the 1940 Act). The Fund's other directors will each
receive a per meeting fee from the Fund of up to $2,000. The Directors' fees
will be set by the Board. Such directors also will be reimbursed by the Fund
for their expenses in attending meetings of the Board or any committee thereof.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a) Transactions with Management and Others

The Manager's services to the Fund are not exclusive. Access is not
prohibited under the Management Agreement from establishing additional
investment entities that will engage in similar transactions as the Fund.

(b) Certain Business Relationships

The initial directors and the officers of the Fund are officers of
Access. See "Transactions with Promoters" below for a description of the
Fund's Management Agreement with Access.

None.

-24-
<PAGE> 25
(d) Transactions with Promoters

Access may be deemed to be a promoter of the Fund. The Fund intends
to enter into a Management Agreement with Access, pursuant to which Access
will, subject to the investment policies and guidelines established by the
Board, identify, evaluate, structure, and close the investments to be made by
the Fund, arrange any debt financing for the Fund, provide portfolio management
and servicing of private placement debt securities held in the Fund's
portfolio, and administer the Fund's day-to-day affairs. Access will supervise
all aspects of the operations of the Fund, including oversight of the Fund's
transfer agent and portfolio accountant.

The Management Agreement provides that the Fund will be required to
pay all organizational and offering expenses (including accounting, legal,
printing, clerical, filing and other expenses) incurred by the Fund. These
expenses were approximately $100,000 The Fund will also pay all operating
expenses except those specifically required to be borne by the Manager,
including (i) brokerage and commission expenses and other transaction costs
incident to the acquisition and dispositions of investments, (ii) federal,
state, and local taxes and fees, including transfer taxes and filing fees,
incurred by or levied upon the Fund, (iii) interest charges and other fees in
connection with borrowings, (iv) SEC fees and expenses and any fees and
expenses of state securities regulatory authorities, (v) expenses of printing
and distributing reports and notices to Shareholders, (vi) costs of proxy
solicitation, (vii) costs of meetings of Shareholders and the Board, (viii)
charges and expenses of the Fund's custodian, transfer agent, and dividend
disbursing agent, (ix) compensation and expenses of the Fund's disinterested
directors, and of any of the Fund's disinterested officers, and expenses of all
directors in attending board or Shareholder meetings, (x) legal and auditing
expenses, including expenses incident to the documentation for, and
consummation of, transactions; (xi) costs of any certificates representing the
Shares, (xii) costs of stationery and supplies, (xiii) the costs of membership
by the Fund in any trade organizations, (xiv) expenses associated with
litigation and other extraordinary or non-recurring expenses, and (xv) any
insurance premiums.

The operating expenses required to be borne by the Manager are: (i)
all costs and fees incident to the selection and investigation of prospective
Fund investments, including associated due diligence expenses such as travel
expenses and professional fees (but excluding legal and accounting fees and
other costs incident to the closing, documentation, or consummation of such
transactions); (ii) the cost of adequate office space for the Fund and all
necessary office equipment and services, including telephone service, heat,
utilities, and similar items; (iii) the cost of providing the Fund with such
corporate, administrative, and clerical personnel (including officers and
directors of the Fund who are interested persons of the Manager and are acting
in their respective capacities as officers and directors) as the Board
reasonably deems necessary or advisable to perform the services

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<PAGE> 26
required to be performed by the Manager under the Management Agreement; and
(iv) the cost of providing significant managerial assistance offered to and
accepted by the recipients of Fund investments.

The Management Agreement provides that the Manager will receive from
the Fund an annual management fee, paid quarterly, of fifty basis points
(0.50%) of the Fund's average monthly gross assets, less accrued liabilities,
other than indebtedness for borrowing.

When the Manager has structured a Fund investment, the Management
Agreement provides that the Manager will receive from the Fund a 100 basis
point (1%) investment structuring fee. It is the Fund's current expectation
that the some of the issuers of the private placement debt securities that the
Fund intends to purchase will pay the Fund a fee for structuring and effecting
those transactions. It cannot be predicted with any certainty whether these
fees received by the Fund from the issuers will exceed or be less than the
investment structuring fee paid by the Fund to the Manager as described above.

The Manager will maintain an account for each investor in the Fund. An
investor desiring to purchase shares of the Fund will open an account and
submit a Subscription Agreement and Designated Target Region designation form.
The Manager will then charge the account a twenty five basis points (0.25%) fee
based upon the commitment amount. An investor withdrawing from the Fund will
receive the then current net asset value per share and have transferred to its
account maintained by the Manager the net proceeds from liquidation of its Fund
shares. The Manager will then charge the investor's account a 100 basis point
(1%) withdrawal fee and the assets remaining in the account will then be
returned to the investor.

Custody and portfolio accounting fees are [%] of the Fund's average
monthly net assets. Combined organizational and offering expenses (primarily
legal) for the Fund are expected to be approximately $100,000. The Manager has
agreed to pay these expenses and be reimbursed by the Fund during the offering
period. Beginning with the First Closing and continuing until the Final
Closing, the Fund will be charged an annual fee of .02% of the Fund's monthly
net assets, paid quarterly, to reimburse the Manager up to the amount of
combined organizational and offering expenses. Final reimbursement and any
necessary adjustments will be made at the Final Closing (on or before December
31, 2002) based on the relative net assets of the Fund during the offering
period.

Annual operating expenses for the Fund are estimated to be
approximately $150,000. During the offering period the Manager has agreed to
pay these expenses and be reimbursed by the Fund. The Fund will be charged an
annual fee of .03% of monthly

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<PAGE> 27
net assets, paid quarterly, for operating expenses. The Board will review, and
when needed revise, these expense reimbursement percentages.

Under the Management Agreement, the Manager will not be liable for any
error in judgment or mistake of law or for any loss suffered by the Fund in
connection with the Management Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Manager in the
performance of its duties or from reckless disregard of its duties and
obligations under the Management Agreement. The Management Agreement will
continue in effect for a period longer than two years from its date of
execution only if such continuation is approved at least annually by the Board
or a majority of the outstanding voting securities of the Fund, and by a
majority of the directors who are not parties to the Management Agreement or
interested persons of such parties. The Management Agreement is terminable by
vote of the Board or by the holders of a majority of the voting securities of
the Fund, at any time without penalty, on 60 days' written notice to the
Manager. The Management Agreement may also be terminated by the Manager on 60
days' written notice to the Fund and will be terminated automatically upon its
assignment, as defined in the 1940 Act.

ITEM 8. LEGAL PROCEEDINGS

There are no pending legal proceedings against the Fund or the
Manager.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

(a) Market Information

The Shares will not be registered under the Securities Act of 1933
("1933 Act") or any state securities law (collectively, "Securities Laws") and
are subject to substantial restrictions on transfer. There will be no public
trading market for the Shares, and Shareholders might be required to hold their
Shares until the final liquidation of the Fund. No Shares are subject to
outstanding options or warrants to purchase, or securities convertible into,
Shares. The Fund has not agreed to register any Shares of the Fund or to make
a public offering with respect thereto, and has no current intention of doing
so. Because the Shares will be acquired by investors in transactions "not
involving a public offering," they will be "restricted securities" and may be
required to be held indefinitely. Shares may not be sold, transferred,
assigned, pledged or otherwise disposed of without registration under
applicable Securities Laws or pursuant to an exemption from registration (in
which case the shareholder will be at the option of the Fund be required to
provide the Fund with a legal opinion, in form and substance to the Fund, that
registration is not required).

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<PAGE> 28
(b) Holders

There are currently no Shares outstanding.

The Fund intends to distribute to Shareholders substantially all of
its net investment income and net realized capital gains, if any, as determined
for income tax purposes. Applicable law, including provisions of the 1940 Act,
may limit the amount of dividends and other distributions payable by the Fund.
Income dividends will generally be paid quarterly in March, June, September and
December to Shareholders of record on the last day of each preceding calendar
quarter end. 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.

The Manager may seek to invest the proceeds of matured, repaid or
resold investments, net of the above distributions to Shareholders, principal
payments on borrowings, and expenses or other obligations of the Fund, in new
private placement debt securities. Alternatively, any such proceeds, net of
any principal repayments on borrowings, expenses or other obligations of the
Fund, and certain other amounts, may be distributed periodically to
Shareholders. Distribution of such amounts is likely to cause annual
distributions to exceed the earnings and profits of the Fund, in which case
such excess will be considered a tax-free return of capital to a Shareholder,
to the extent of the Shareholder's adjusted basis in his Shares, and then as
capital gain.

ITEM 10. RECENT SALE OF UNREGISTERED SECURITIES.

None.

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

GENERAL.

The holders of the Fund's outstanding Shares will elect all the
directors (subsequent to the election of the initial Board by the initial
shareholder) and are entitled to one vote per Share on all matters submitted
to Shareholder vote. All Shares will participate equally in dividends and
distributions and in the proceeds of any liquidation. Shares have no

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<PAGE> 29
preference, conversion, exchange, or cumulative voting rights. The Fund has
10,000 Shares authorized.

Annual meetings of Shareholders will be held beginning in 1998, and
special meetings may be called by the Chairman of the Board or President, a
majority of the Board, or Shareholders holding at least 25% of the outstanding
Shares entitled to be voted at a meeting. The Fund anticipates soliciting
proxies from Shareholders for each annual meeting. The Fund's Articles of
Incorporation can be amended by the affirmative vote of two-thirds of all the
votes entitled to be cast on the matter.

The Fund will not issue Share certificates. The ownership of
noncertificated Shares will be recorded on a stock ledger maintained by the
Fund's transfer agent. At the time of issue or registration of transfer of any
noncertificated Shares, the Fund will deliver to the registered holder of such
Shares a nontransferable statement of ownership specifying the number and class
of Shares being issued or offered and certain other information. The Fund's
Articles of Incorporation provide that each holder of Shares will be required
upon demand, to disclose to the Fund such information with respect to direct or
indirect holdings of Shares as is deemed necessary to comply with provisions of
the Code applicable to the Fund, to comply with requirements of any other
appropriate taxing authority, or to comply with the provisions of the 1940 Act
or the Employment Retirement Income Security Act of 1974 (ERISA).

TYPES OF FINANCING.

The Fund may have two rounds of financing. Round One will raise
equity capital through the sale of common stock. Investors buying Shares in
Round One will elect the Board (subsequent to the initial election of the Board
by the initial Shareholder) and will earn dividends on their Shares based upon
the investment performance of all of the geographically specific private
placement debt securities in the Fund not just by the performance of the assets
in the Designated Target Region selected by an investor.

Round Two will occur if and when Management decides that the Fund will
issue debt securities. If the Fund does issue debt securities, the Manager
will request the purchaser(s) of debt instruments to agree that at a minimum
25% of the net proceeds of any proceeds raised will be placed, on a pro rata
basis, in the Designated Target Region(s) selected by Round One investors.
Purchaser(s) of debt instruments may select a Designated Target Region for the
balance of the proceeds.

There are regulatory limits on the amount of leverage that a BDC may
incur. The Fund may not incur borrowings unless, immediately after the
borrowing is incurred, such borrowings would have asset coverage of at least
200%. In other words, the amount of

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<PAGE> 30
money borrowed in Round Two is limited to 50% of the prevailing market value of
the Fund's net assets.

Management believes that leveraging the Fund may enhance the value of
Share ownership for all investors in that:

the amount borrowed will not expose the Fund to undue risk; and

investors will be rewarded for their commitment through receipt of
added dividends on their Shares if the Fund is able to earn returns on
investment in Round Two greater than the debt service obligations incurred.

Round Two will be undertaken at the discretion of Management only if
market and other conditions warrant. Leveraging the Fund is not essential to
successful realization of its investment objective. There is no assurance that
Round Two debt financing will occur, or that Management will be successful in
causing the use of leverage to enhance the return of the Fund.

CLOSINGS.

Management anticipates holding a first closing for Round One in 1997.
The first Designated Target Region is expected to be Massachusetts. Management
anticipates being able to hold subsequent closings soon after the First
Closing. Generally, subsequent closings will be held when other regions have
been targeted or when additional investors wish to commit to regions already
designated. Shares will be issued concurrent with the First Closing for a
purchase price of $100,000 per share. Shares will be issued in subsequent
closings at the Fund's then-current net asset value per Share, which may be
more or less than $100,000 per Share. A final closing for Round One investors
will be held on or before December 31, 2002.

The amount and timing of closings may be affected by the
diversification requirements under the Internal Revenue Code for qualification
as a RIC. See "Federal Income Taxation."

To purchase Shares, a prospective qualified investor must deliver to
the Fund (i) a completed prospective subscriber questionnaire and (ii) two
completed, executed copies of the Subscription Agreement. Upon receipt of
notice, the prospective investor must also pay by wire transfer to an account
designated by the Fund, before the due date specified by the Fund, the payment
for the twenty five basis point commitment fee.

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<PAGE> 31
Subscriptions may be made only by executing and delivering a
Subscription Agreement in the form specified by the Fund. The rights and
obligations under the Subscription Agreements may not be transferred or
assigned by a subscriber without the consent of the Fund.

The Fund will give investors whose subscriptions have been received
and accepted at least 15 days' written notice of the closing at which the
investor will first purchase Shares. The notices will include payment
instructions.

Following the closing at which a subscriber purchases Shares, the Fund
will provide the Subscriber a countersigned copy of the subscriber's
Subscription Agreement and a statement issued by the Fund's transfer agent
indicating that Shares have been credited to the subscriber's account. Similar
statements will be issued after each closing. Shareholders will have dividend
and voting rights only with respect to Shares that have been purchased at any
given time.

Interest will be charged on amounts due under the Subscription
Agreement and received by the Fund later than fourteen business days after the
date the payment is due, calculated at a daily rate equal on an annualized
basis to four percentage points over the highest rate of interest reported from
time to time as a "prime rate" by The Wall Street Journal (but not in excess of
the maximum rate of interest permitted by law). If a default in a payment
under the Subscription Agreement (including interest charges) remains uncured
for 30 days following a payment date, the Fund may, at its option, pursue any
or all of the following remedies: (i) cancel the balance of the subscriber's
Share subscription (including the installment as to which the subscriber had
defaulted), (ii) assign the remaining balance of the subscriber's Share
subscription (including the installment as to which the subscriber has
defaulted) to another investor selected by the Fund and/or (iii) repurchase the
Shares then owned by the defaulting subscriber at a purchase price per Share
equal to the lesser of 90% of the Shares' then-current net asset value or the
price at which the Subscriber purchased the Shares. The election by the Fund
to pursue one or more of these remedies will not preclude the Fund from
pursuing any rights it may have to seek judicial enforcement of the
Subscriber's subscription obligation.

The Fund will offer and sell its shares directly. In addition, Access
may pay commissions to certain persons for assisting in the capital-raising
activities of the Fund. However, the expense of such commissions will be borne
by Access and will not be paid out of the Fund's assets.

-31-
<PAGE> 32

WITHDRAWAL OF FUNDS.

Periodic Repurchase Program. Management currently intends that, one
year from the First Closing and annually thereafter, Management will propose a
periodic repurchase program to the Board and Shareholders for their approval.
If approved by the Board and the majority of Shareholders of the Fund, a
periodic repurchase program will be implemented which will conform to the
provisions set forth in Rule 23c-3 under the 1940 Act. If adopted, the
periodic repurchase program would represent a fundamental policy of the Fund,
and could only be changed by the vote of a majority of the Shareholders.

During the period before any repurchase offer is made, Management may
recommend to the Board that the Fund apply for an order from the SEC exempting
it from certain restrictions of Rule 23c-3, including restrictions on the
percentage of Shares it may offer to repurchase under the Rule 23c-3 periodic
repurchase program. If the Board determines that it is in the best interest of
the Shareholders to do so, the Board may apply for such exemptive relief from
the current 25% maximum cap. However, unless and until such exemptive relief
is obtained, the current 25% maximum restrictions will apply. There can be no
assurance that the Fund will apply for or obtain exemptive relief.

Implementation of the periodic repurchase program may raise a number
of federal income tax issues which the Board would consider when deciding
whether to approve its implementation. (See "Federal Income Taxation".)

The repurchase program will be an opportunity for investors to tender
their Shares if they so choose; however, investors will not be required to
tender their Shares (subject to conditions in "Fund Termination Date" below).
Investors withdrawing from the Fund will receive the then current net asset
value per share and have transferred to their account maintained by the Manager
the net proceeds from liquidation of their shares in the Fund. The Manager will
then charge their account a 1% withdrawal fee and the assets remaining in their
account will then be returned to the investor.

Method of Repurchasing Shares. Management will design a strategy for
payments to investors for each repurchase offering using one or more of the
following funding options in order of preference:

Open the Fund to new investors; or Sell investments in the Fund to
generate proceeds needed to make payments.

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<PAGE> 33
Management will be responsible for designing strategies for
distributions under the repurchase program that balance the needs of investors
tendering Shares and investors remaining in the Fund.

TRANSFERABILITY OF SHARES.

The Shares will not be registered under the 1933 Act or under the
securities laws of the various states (except as necessary to claim a limited
offering exemption) on the grounds that their issuance and sale is exempt from
such registration requirements as not involving a public offering pursuant to
Section 4(2) of the 1933 Act and applicable provisions of the securities laws
of the various states.

Because the Shares will be acquired by investors in transactions not
involving a public offering, they will be "restricted securities" and may be
required to be held until the Fund Termination unless redeemed earlier. Shares
may not be sold, transferred, assigned, pledged, or otherwise disposed of
without registration under applicable federal or state securities laws or
pursuant to an exemption from registration (in which case the Shareholder will
at the option of the Fund be required to provide the Fund with a legal opinion,
in form and substance satisfactory to the Fund, that registration is not
required). Accordingly, an investor must be willing to bear the economic risk
of investment in the Shares until Shares are redeemed or the Fund is
liquidated. No sale, transfer, assignment, pledge, or other disposition,
whether voluntary or involuntary, of the Shares may be made except by
registration by the transfer agent on the Fund's books. Each transferee will
be required to execute an instrument agreeing to be bound by these restrictions
and to execute such other instruments or certifications as are reasonably
required by the Fund or the transfer agent. A transfer of the Shares owned by
a Shareholder will not relieve the Shareholder of any unfulfilled subscription
obligation. Consent of the Fund is required prior to the assumption of the
transferor's Subscription Agreement by another party. The Fund may withhold
consent to such an assumption at its absolute discretion.

DISSOLUTION OF THE FUND.

The Fund may, subject to market conditions, invest the proceeds of any
of its investments, net of any principal repayments on loans or other
obligations of the Fund and required distributions to Shareholders, in
additional private placement debt securities.

The Fund's Articles of Incorporation provide that, on December 31,
2032, the Fund automatically will be dissolved without any action by
Shareholders. From and after such dissolution, the Fund's activities will be
limited to the winding-up of its affairs, the liquidation of its remaining
assets, and the distribution of the net thereof to Shareholders. Furthermore,
the Fund may not be able to sell Fund investments for a significant period of

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<PAGE> 34
time due to legal or contractual restrictions on resale or the absence of a
liquid secondary market. As a result, the liquidation process might not be
completed for a significant period after the Fund's dissolution. In addition,
it is possible that if certain of the Fund's assets are not liquidated within a
reasonable time after the Fund's dissolution, the Fund may elect to make a
distribution in kind of all or part of such assets to Shareholders. In such
case, Shareholders would bear any expenses attendant to the liquidation of such
assets.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation law of the State of Maryland, under which the Fund is
incorporated, permits the articles of incorporation of a Maryland corporation
to include a provision limiting the liability of its directors and officers to
the corporation and its stockholders for money damages, subject to specified
restrictions. The law does not, however, allow the liability of directors and
officers to the corporation or its stockholders to be limited to the extent
that (1) it is proved that the person actually received an improper benefit or
profit or (2) a judgment or other final adjudication is entered in a proceeding
based on a finding that the person's action, or failure to act, was the result
of active and deliberate dishonesty and was material to the cause of action
adjudicated in the process. The Articles of Incorporation of the Fund contain a
provision limiting the liability of the directors and officers of the Fund and
its Shareholders to the fullest extent permitted from time to time by the laws
of Maryland (but not in violation of the 1940 Act). The Maryland corporation
law also permits a corporation to indemnify its directors, officers and agents,
among others, against judgments, penalties, fines, settlements, and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other
capacities unless it is established that the act or omissions of the party
seeking to be indemnified was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the party actually received an improper personal
benefit, or, in the case of any criminal proceeding, the party had reasonable
cause to believe that the act or omission was unlawful.

The Fund's Articles of Incorporation and Bylaws require the Fund to
indemnify its directors, officers and agents (including the Manager) to the
fullest extent permitted from time to time by the laws of Maryland, subject to
the limitations on indemnification under the 1940 Act. The Fund's Bylaws
provide that the Fund may purchase and maintain insurance on behalf of any
person who is or was a director, officer, or agent of the Fund against any
liability asserted against that person and incurred by that person in or
arising out of his or her position, whether or not the Fund would have the
power to indemnify him or her against such liability; provided that no such
insurance purchased will protect or purport to protect any officer or director
against liabilities for willful misfeasance, bad faith, gross negligence, or
reckless disregard of duty.

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<PAGE> 35
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Fund has not commenced operations, and has no assets or revenues.
Accordingly, no financial statements are included in this Registration
Statement.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements.

None.

(b) Exhibits.

(3) Articles of Incorporation and Bylaws

(i) Articles of Incorporation are filed
herewith
(ii) Bylaws are filed herewith

(10) Material Contracts

(i) Form of Management Agreement is
filed herewith
(ii) Form of Subscription Agreement is
filed herewith

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<PAGE> 36
SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

Access Capital Strategies
Community Investment Fund, Inc.

By: /s/ David F. Sand
------------------------------------
David F. Sand
Director

Dated: May 22, 1997

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<PAGE> 1

EXHIBIT (3)(i)

ARTICLES OF INCORPORATION

<PAGE> 2

ARTICLES OF INCORPORATION

ACCESS CAPITAL STRATEGIES COMMUNITY
INVESTMENT FUND, INC.

FIRST: Incorporation: The undersigned David F. Sand, whose address is 124 Mt.
Auburn Street, Suite 200N, Cambridge, Massachusetts 02138, being at least
eighteen years of age, does hereby form a corporation under the general laws of
the State of Maryland.

SECOND: Name of Corporation: The name of the Corporation is Access Capital
Strategies Community Investment Fund, Inc.

THIRD: Corporate Purposes: The Corporation is formed for the following
purpose or purposes:

A. To conduct, operate, and carry on the business of a close-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; and

B. To exercise and enjoy all powers, rights and privileges
granted to and conferred upon corporations by the Maryland General Corporation
Law now or hereafter in force.

FOURTH: Address of Principal Office. The post office address of the principal
office of the Corporation in the State of Maryland is The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202-3242.

FIFTH: Name and Address of Resident Agent. The name and address of the
resident agent of the Corporation in the State of Maryland is The Corporation
Trust Incorporated, 32 South Street, Baltimore, Maryland 21202-3242.

<PAGE> 3
SIXTH: Shares of Stock:

A. The total number of shares of all classes of capital stock
which the Corporation has authority to issue is 10,000 shares of Common Stock,
$.001 par value, having an aggregate par value of $10.00.

B. Stockholders shall not have preemptive or preferential rights
to acquire any shares of the capital stock of the Corporation, and any or all
of such shares, whenever authorized, may be issued, or may be reissued and
transferred if such shares have been reacquired and have treasury status, to
any person, firm, corporation, trust, partnership, association or other entity
for such lawful consideration and on such terms as the Board of Directors
determines in its discretion without first offering the shares to any such
holder.

C. All shares of the Corporation's authorized capital stock, when
issued for such consideration as the Board of Directors may determine, shall be
fully paid and nonassessable.

D. The Board of Directors of the Corporation may, by adoption of
a resolution or Bylaw, impose restrictions upon the transferability by
shareholders of shares of the Corporation's capital stock.

E. No shares of the Corporation's capital stock shall have any
conversion or exchange rights or privileges or have cumulative voting rights.

F. Except as otherwise required under the 1940 Act, voting power
for the election of directors and for all other purposes shall be vested
exclusively in the holders of the Common Stock. Each holder of a full or
fractional share of Common Stock shall be entitled, in the case of full shares,
to one vote for each such share and, in the case of fractional shares, to a
fraction of one vote corresponding to the fractional amount of each such
fractional share, in each case based upon the number of shares registered in
such holder's name on the books of the Corporation.

G. In the event of the liquidation or dissolution of the
Corporation, the holders of the Common Stock shall be entitled to receive all
the net assets of the Corporation. The assets so

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<PAGE> 4
distributed to the stockholders shall be distributed among such stockholders,
in cash or in kind at the option of the directors, in proportion to the number
of full and fractional shares of the class held by them and recorded on the
books of the Corporation.

H. Each holder of shares of capital stock shall, upon demand,
disclose to the Corporation such information with respect to direct or indirect
holdings of such shares as the directors or any officer or agent of the
Corporation designated by the directors deem necessary to comply with
provisions of the Internal Revenue Code of 1986 applicable to the Corporation,
to comply with requirements of any other appropriate taxing authority, or to
comply with the provisions of the 1940 Act or of the Employee Retirement Income
Security Act of 1974, as any of said laws may be amended from time to time.

SEVENTH: Board of Directors: The Corporation shall have at least three
directors; provided that if there is no stock outstanding, the number of
directors may be less than three but not less than one. David F. Sand shall
act as sole director of the Corporation until his successor has been duly
chosen and qualified.

EIGHTH: Management of the Affairs of the Corporation.

A. All corporate powers and authority of the Corporation shall be
vested in and exercised by the Board of Directors except as otherwise provided
by statute, these Articles, or the Bylaws of the Corporation.

B. The Board of Directors shall have the power to adopt, alter,
or repeal the Bylaws of the Corporation, unless the Bylaws otherwise provide.

C. The Board of Directors shall have the power to determine
whether and to what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Corporation (other
than the stock ledger) shall be open to inspection by stockholders. No
stockholder shall have any right to inspect any account, book, or document of
the Corporation except to the extent permitted by statute or the Bylaws.

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<PAGE> 5
D. The Board of Directors shall have the power to determine, in
accordance with generally accepted accounting principles, the Corporation's net
income, its total assets and liabilities, and the net asset value of the shares
of capital stock of the Corporation. The Board of Directors may delegate such
power to any one or more of the directors or officers of the Corporation, its
investment adviser, administrator, custodian, or depositary of the
Corporation's assets, or another agent of the Corporation appointed for such
purposes.

E. Except as otherwise required under the 1940 Act, the Board of
Directors shall have the power to make distributions, including dividends, from
any legally available funds in such amounts, and in a manner and to the
stockholders of record as of such a date, as the Board of Directors may
determine.

NINTH: Stockholder Liability. The stockholders shall not be liable to any
extent for the payment of any debt of the Corporation.

TENTH: Majority of Votes. Except as otherwise provided in these Articles,
under the 1940 Act, or under any provision of Maryland law requiring approval
by a greater proportion than a majority of the votes entitled to be cast in
order to take or authorize any action, any action may be taken or authorized by
the Corporation upon the affirmative vote of a majority of the votes entitled
to be cast thereon.

ELEVENTH: Special Voting Requirements: Control Shares.

A. The Corporation shall not be governed by the provisions of
Section 3-602 of the Maryland General Corporation Law.

B. Any acquisition of shares of the stock of the Corporation, by
any person and at any time, shall be generally exempted from the requirements
of subtitle 7 of Title 3 of the Maryland General Corporation Law.

TWELFTH: Limitation on Liability.

A. To the maximum extent permitted by the laws of Maryland law
(but not in violation of any applicable requirement or limitation of the 1940
Act), in each case as currently in effect

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<PAGE> 6
or as may hereafter be amended:

1. No director or officer of the Corporation shall be
liable to the Corporation or its stockholders for
money damages; and

2. The Corporation shall indemnify and advance expenses
as provided in the Bylaws of the Corporation to its
present and past directors, officers, employees and
agents (including any person or firm appointed by the
Corporation to serve as investment adviser or any
similar function), and persons who are serving or
have served at the request of the Corporation in
similar capacities for other entities.

B. No amendment, alteration, or repeal of this Article or the
adoption, alteration, or amendment of any other provision of these Articles or
the Bylaws of the Corporation inconsistent with this Article, shall adversely
affect any limitation on liability or indemnification of any person under this
Article with respect to any act or failure to act which occurred prior to such
amendment, alteration, repeal, or adoption.

THIRTEENTH: Limited Term of Existence. The Corporation shall have a limited
period of existence and shall cease to exist at the close of business on
December 31, 2032, except that the Corporation shall continue to exist for the
purpose of paying, satisfying, and discharging any existing debts or
obligations, collecting and distributing its assets, and doing all other acts
required to liquidate and wind up its business and affairs. After the close of
business on December 31, 2032, if the Corporation has not liquidated and wound
up its business and affairs, the directors shall become trustees of the
Corporation's assets for purposes of liquidation with the full powers granted
to directors of a corporation which has voluntarily dissolved under subtitle 4
of Title 3 of the Maryland General Corporation Law or any successor statute as
are necessary to liquidate the Corporation and wind up its affairs, but in no
event with lesser power than the powers granted by such subtitle granted under
the Maryland General Corporation Laws as of the date of incorporation of the
Corporation.

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<PAGE> 7
FOURTEENTH: Right of Amendment. Any provision of these Articles may be
amended, altered, or repealed upon the affirmative vote of two-thirds of all
the votes entitled to be cast on the matter.

IN WITNESS WHEREOF, I have signed these Articles of Incorporation and
acknowledge the same to be my act on this 8th day of May, 1997.

/s/ David F. Sand
----------------------------------
David F. Sand

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<PAGE> 1

EXHIBIT (3)(ii)

BYLAWS

<PAGE> 2

Access Capital Strategies Community
Investment Fund, Inc.

A Maryland Corporation

BYLAWS

May 13, 1997

<PAGE> 3
BYLAWS

ACCESS CAPITAL STRATEGIES COMMUNITY
INVESTMENT FUND, INC.
(A MARYLAND CORPORATION)

ARTICLE I

NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL

Section 1. Name. The name of the corporation is Access Capital Strategies
Community Investment Fund, Inc.

Section 2. Principal Offices. The principal office of the Corporation in the
State of Maryland shall be located in The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202-3242. The Corporation may, in
addition, establish and maintain such other offices and places of business as
the Board of Directors may, from time to time, determine.

Section 3. Seal. The corporate seal of the Corporation shall be circular in
form and shall bear the name of the Corporation, the year of its incorporation,
and the word "Maryland". The form of the seal shall be subject to alteration
by the Board of Directors and the seal may be used by causing it or a facsimile
to be impressed or affixed or printed or otherwise reproduced. Any officer or
director of the Corporation shall have authority to affix the corporate seal of
the Corporation to any document requiring the same.

ARTICLE II

SHAREHOLDERS

Section 1. Annual Meetings. An annual meeting of shareholders to elect
directors and transact any other business within the Corporation's powers will
be held at such time as is set by the

<PAGE> 4
Board of Directors during the month of October of each calendar year.

Section 2. Special Meetings. Special meetings of shareholders may be called at
any time by the Chairman of the Board, or President, or by a majority of the
Board of Directors, and shall be held at such time and place as may be stated
in the notice of the meeting.

Special meetings of the shareholders may be called by the Secretary upon the
written request of the holders of shares entitled to vote not less than
twenty-five percent of all the votes entitled to be cast at such meeting,
provided that (1) such request shall state the purposes of such meeting and the
matters proposed to be acted on, and (2) the shareholders requesting such
meeting shall have paid to the Corporation the reasonably estimated cost of
preparing and mailing the notice thereof, which the Secretary shall determine
and specify to such shareholders. No special meeting shall be called upon the
request of shareholders to consider any matter which is substantially the same
as a matter voted upon at any special meeting of the shareholders held during
the preceding twelve months, unless requested by the holders of a majority of
all shares entitled to be voted at such meeting.

Section 3. Notice of Meetings. The Secretary shall cause notice of the place,
date, and hour, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, to be mailed, postage prepaid, not less than
ten nor more than ninety days before the date of the meeting, to each
shareholder entitled to vote at such meeting at his or her address as it
appears on the records of the Corporation at the time of such mailing. Notice
shall be deemed to be given when deposited in the United States mail addressed
to the shareholders as aforesaid. Notice of any shareholders' meeting need not
be given to any shareholder who shall sign a written waiver of such notice
whether before or after the time of such meeting, or to any shareholder who is
present at such meeting in person or by proxy. Notice of adjournment of a
shareholders' meeting to another time or place need not be given if such time
and place are announced at the meeting. Irregularities in the notice of any
meeting to, or the nonreceipt of any such notice by, any of the shareholders

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<PAGE> 5
shall not invalidate any action otherwise properly taken by or at any such
meeting.

Section 4. Quorum and Adjournment of Meetings. The presence at any
shareholders' meeting, in person, by telephone conference, or by proxy, of
shareholders entitled to cast a majority of the votes shall be necessary and
sufficient to constitute a quorum for the transaction of business. 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 without
determining the date of the new meeting or from time to time without further
notice to a date not more than 120 days after the original record date. Any
business that might have been transacted at the meeting originally called may
be transacted at any such adjourned meeting at which a quorum is present.

Section 5. Voting and Inspectors. Except as otherwise provided in the Articles
of Incorporation or by applicable law, at each shareholders' meeting each
shareholder shall be entitled to one vote for each share of stock of the
Corporation validly issued and outstanding and registered in his or her name on
the books of the Corporation on the record date fixed in accordance with
Section 5 of Article VI hereof, either in person or by proxy appointed by
instrument in writing subscribed by such shareholder or his or her duly
authorized attorney, except that no shares held by the Corporation shall be
entitled to a vote.

Except as otherwise provided in the Articles of Incorporation, these Bylaws, as
required by provisions of the Investment Company Act of 1940, as amended ("1940
Act") or as required under Maryland law, all matters shall be decided by a vote
of the majority of the votes validly cast. The vote upon any question shall be
by ballot whenever requested by any person entitled to vote, but, unless such a
request is made, voting may be conducted in any way approved at the meeting.

At any meeting at which there is an election of Directors, the chairman of the
meeting may, and upon the request of the holders of ten percent of the stock
entitled to vote at such election shall, appoint two inspectors of election who
shall first

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<PAGE> 6
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall, after the election, make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed as an
inspector.

Section 6. Validity of Proxies. The right to vote by proxy shall exist only if
the instrument authorizing such proxy to act shall have been signed by the
shareholder or by his or her duly authorized attorney. Unless a proxy provides
otherwise, it shall not be valid more than eleven months after its date. All
proxies shall be delivered to the Secretary of the Corporation or to the person
acting as Secretary of the meeting before being voted, who shall decide all
questions concerning qualification of voters, the validity of proxies, and the
acceptance or rejection of votes. If inspectors of election have been
appointed by the chairman of the meeting, such inspectors shall decide all such
questions. A proxy with respect of stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Corporation receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a shareholder shall be deemed valid unless challenged at or prior to
its exercise.

Section 7. Stock Ledger and List of Shareholders. It shall be the duty of the
Secretary or Assistant Secretary of the Corporation to cause an original or
duplicate stock ledger to be maintained at the office of the Corporation's
transfer agent. Such stock ledger may be in written form or any other form
capable of being converted into written form within a reasonable time for
visual inspection.

Any one or more persons, each of whom has been a shareholder of record of the
Corporation for more than six months next preceding such request, who owns in
the aggregate five percent or more of the outstanding capital stock of the
Corporation, may submit (unless the Corporation at the time of the request
maintains a duplicate stock ledger at its principal office in Maryland) a
written request to any officer of the Corporation or its resident agent in
Maryland for a list of the shareholders of the Corporation. Within twenty days
after such a request, there

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<PAGE> 7
shall be prepared and filed at the Corporation's principal office in Maryland a
list containing the names and addresses of all shareholders of the Corporation
and the number of shares of each class held by each shareholder, certified as
correct by an officer of the Corporation, by its stock transfer agent, or by
its registrar.

Section 8. Action Without Meeting. Any action required or permitted to be taken
by shareholders at a meeting of shareholders may be taken without a meeting if
(1) all shareholders entitled to vote on the matter sign a written consent to
the action, (2) all shareholders entitled to notice of the meeting but not
entitled to vote at it sign a written waiver of any right to dissent, and (3)
the consents and waivers are filed with the records of the meetings of
shareholders. Such consent shall be treated for all purposes as a vote at the
meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. Except as otherwise provided by operation of law, by the
Articles of Incorporation, or by these Bylaws, the business and affairs of the
Corporation shall be managed under the direction of and all the powers of the
Corporation shall be exercised by or under authority of its Board of Directors.

Section 2. Number and Term of Directors. Except for the initial Board of
Directors, the Board of Directors shall consist of not fewer than three nor
more than ten Directors, as specified by a resolution of a majority of the
entire Board of Directors. Directors need not be shareholders of the
Corporation. All acts done at any meeting of the Directors or by any person
acting as a Director, so long as his or her successor shall not have been duly
elected or appointed, shall, notwithstanding that it be afterwards discovered
that there was some defect in the election of the Directors or of such person
acting as a Director or that they or any of them were disqualified, be as valid
as if the Directors or such other person, as the case may be, had been duly
elected and were or was qualified to be Directors or a Director of the
Corporation. Each Director shall hold office until his or

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<PAGE> 8
her successor is elected and qualified or until his or her earlier death,
resignation, or removal.

Section 3. Election. Unless otherwise required by the 1940 Act, at each annual
meeting of shareholders, Directors shall be elected by vote of the holders of a
majority of the shares present in person or by proxy and entitled to vote
thereon. A plurality of all the votes cast at a meeting at which a quorum is
present is sufficient to elect a Director.

Section 4. Vacancies and Newly Created Directorships. If any vacancies shall
occur in the Board of Directors by reason of death, resignation, removal, or
otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies (if not
previously filled by the shareholders) may be filled by a majority of the
Directors then in office, although less than a quorum, except that a newly
created Directorship may be filled only by a majority vote of the entire Board
of Directors; provided, however, that if, at any time that there are
shareholders of the Corporation, immediately after filling such vacancy at
least two-thirds (2/3) of the Directors then holding office shall have been
elected to such office by the shareholders of the Corporation. In the event
that at any time, other than the time preceding the first annual shareholders'
meeting, less than a majority of the Directors of the Corporation holding
office at that time were elected by the shareholders, a meeting of the
shareholders shall be held promptly and in any event within sixty days for the
purpose of electing Directors to fill any existing vacancies in the Board of
Directors, unless the Securities and Exchange Commission shall by order extend
such period.

Section 5. Removal. At any shareholders' meeting duly called, provided a
quorum is present, the shareholders may remove any director from office (either
with or without cause) and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed director or
directors. A majority of all the votes entitled to be cast for the election of
directors is sufficient to remove a Director.

Section 6. Annual and Regular Meetings. The annual meeting of the Board of
Directors for choosing officers and transacting

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<PAGE> 9
other proper business shall be held at such other time and place as the Board
may determine. The Board of Directors from time to time may provide by
resolution for the holding of regular meetings and fix their time and place
within or outside the State of Maryland. Except as otherwise provided in the
1940 Act, notice of such annual and regular meetings need not be given,
provided that notice of any change in the time or place of such meetings shall
be sent promptly to each Director not present at the meeting at which such
change was made, in the manner provided for notice of special meetings. Except
as otherwise provided under the 1940 Act, members of the Board of Directors or
any committee designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications
equipment that allows all persons participating in the meeting to hear each
other at the same time.

Section 7. Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by the Chairman of the Board, the Vice Chairman, the
President (or, in the absence or disability of the President, by any Vice
President), the Treasurer, or by two or more Directors, at the time and place
(within or without the State of Maryland) specified in the respective notice or
waivers of notice of such meetings. Notice of special meetings, stating the
time and place, shall be (1) mailed to each Director at his or her residence or
regular place of business at least three days before the day on which a special
meeting is to be held or (2) delivered to him or her personally or transmitted
to him or her by telegraph, telecopy, telex, cable, or wireless at least one
day before the meeting.

Section 8. Waiver of Notice. No notice of any meeting need be given to any
Director who is present at the meeting or who waives notice of such meeting in
writing (which waiver shall be filed with the records of such meeting) either
before or after the time of the meeting.

Section 9. Quorum and Voting. At all meetings of the Board of Directors, the
presence of one half or more of the number of Directors then in office shall
constitute a quorum for the transaction of business, provided that, at any time
that there shall be more than one director, there shall be present at least two
directors. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting, from time to time,

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<PAGE> 10
until a quorum shall be present. The action of a majority of the Directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors, unless concurrence of a greater proportion is required for
such action by law, by the Articles of Incorporation, or by these Bylaws.

Section 10. Action Without a Meeting. Except as otherwise provided under the
1940 Act, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting
if a written consent to such action is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

Section 11. Compensation of Directors. Directors shall be entitled to receive
such compensation from the Corporation for their services as may from time to
time be determined by resolution of the Board of Directors.

ARTICLE IV

COMMITTEES

Section 1. Organization. By resolution adopted by the Board of Directors, the
Board may designate one or more committees of the Board of Directors, including
an Executive Committee. The Chairmen of such committees shall be elected by
the Board of Directors. Each committee must be comprised of one or more
members, each of whom must be a Director and shall hold committee membership at
the pleasure of the Board. The Board of Directors shall have the power at any
time to change the members of such committees and to fill vacancies in the
committees. The Board may delegate to these committees any of its powers,
except the power to declare authorize dividends on stock, authorize the
issuance of stock except as permitted under the Annotated Corporations and
Association Code of Maryland ("Code"), recommend to shareholders any action
requiring shareholders' approval, amend these Bylaws, approve any merger or
share exchange which does not require shareholder approval, approve or
terminate any contract with an "investment adviser" or "principal underwriter,"
as those terms are defined in the 1940 Act, or to take any other

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<PAGE> 11
action required by the 1940 Act to be taken by the Board of Directors.

Section 2. Executive Committee. Unless otherwise provided by resolution of the
Board of Directors, when the Board of Directors is not in session, the
Executive Committee, if one is designated by the Board, shall have and may
exercise all powers of the Board of Directors in the management of the business
and affairs of the Corporation that may lawfully be exercised by an Executive
Committee. The President and Chairman shall automatically be members of the
Executive Committee.

Section 3. Proceedings and Quorum. In the absence of an appropriate resolution
of the Board of Directors, each committee may adopt such rules and regulations
governing its proceedings, quorum, and manner of acting as it shall deem proper
and desirable. In the event any member of any committee is absent from any
meeting, the members thereof present at the meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.

Section 4. Other Committees. The Board of Directors may appoint other
committees, each consisting of one or more persons, who need not be Directors.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the Board of Directors, but shall not
exercise any power which may lawfully be exercised only by the Board of
Directors or a committee thereof.

ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation shall be a Chairman; Chief
Executive Officer; Vice President; Treasurer; and Secretary and may include one
or more Vice Presidents, Assistant Secretaries, or Assistant Treasurers, and
such other officers as may be appointed in accordance with the provisions of
Section 11 of this Article.

Section 2. Election, Tenure and Qualifications. The officers of the
Corporation, except those appointed as provided in Section 11 of this Article
V, shall be elected by the Board of Directors at

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its first meeting or such subsequent meetings as shall be held prior to its
first annual meeting, and thereafter annually at its annual meeting. If any
officers are not elected at any annual meeting, such officers may be elected at
any subsequent regular or special meeting of the Board. Except as otherwise
provided in this Article V, each officer elected by the Board of Directors
shall hold office until the next annual meeting of the Board of Directors and
until his or her successor shall have been elected and qualified. Any person
may hold one or more offices of the Corporation except that no one person may
serve concurrently as both President and Vice President. A person who holds
more than one office in the Corporation may not act in more than one capacity
to execute, acknowledge, or verify an instrument required by law to be
executed, acknowledged, or verified by more than one officer. No officer,
other than the Chairman or [Vice Chairman], need be a Director.

Section 3. Vacancies and Newly Created Officers. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification, or other
cause, or if any new office shall be created, such vacancies or newly created
offices may be filled by the Board of Directors at any regular or special
meeting or, in the case of any office created pursuant to Section 11 hereof, by
any officer upon whom such power shall have been conferred by the Board of
Directors.

Section 4. Removal and Resignation. Any officer may be removed from office by
the vote of a majority of the members of the Board of Directors given at a
regular meeting or any special meeting called for such purpose. Any officer
may resign from office at any time by delivering a written resignation to the
Board of Directors, the President, the Chairman, the Secretary, or any
Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

Section 5. Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the Corporation and, in the absence of the Chairman,
shall preside at all shareholders' meetings and at all meetings of the Board of
Directors. Subject to the supervision of the Board of Directors, the Chief
Executive Officer shall have general charge of the business, affairs, and
property of the Corporation and general supervision over its officers,
employees, and agents. Except as the Board of

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Directors may otherwise order, the Chief Executive Officer may sign in the name
and on behalf of the Corporation all deeds, bonds, contracts, or agreements.
The Chief Executive Officer shall exercise such other powers and perform such
other duties as from time to time may be assigned by the Board of Directors.

Section 6. Chairman. The Chairman shall be an executive officer of the
Corporation and shall preside at all shareholders' meetings and at all meetings
of the Board of Directors, and may be ex officio a member of all committees of
the Board of Directors. Except as the Board of Directors may otherwise order,
the Chairman may sign in the name and on behalf of the Corporation all deeds,
bonds, contracts, or agreements. The Chairman shall exercise such other powers
and perform such other duties as from time to time may be assigned by the Board
of Directors.

Section 7. Vice President. The Board of Directors may from time to time elect
one or more Vice Presidents who shall have such powers and perform such duties
as from time to time may be assigned to them by the Board of Directors or the
President. The Board of Directors may establish titles among the Vice
Presidents denoting their relative seniority. At the request of, or in the
absence or in the event of the disability of, the President, the Vice President
(or, if there are two or more Vice Presidents, then the senior of the Vice
Presidents present and able to act) may perform all the duties of the President
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.

Section 8. Treasurer and Assistant Treasurers. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, the Treasurer shall have
general supervision of the funds and property of the Corporation and of the
performance by the Custodian of its duties with respect thereto. The Treasurer
shall render to the Board of Directors, whenever directed by the Board, an
account of the financial condition of the Corporation and of all transactions
as Treasurer; and as soon as possible after the close of each financial year
the Treasurer shall make and submit to the Board of Directors a like report for
such financial year. The

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Treasurer shall perform all acts incidental to the office of Treasurer, subject
of the control of the Board of Directors.

Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, may perform all the duties of the Treasurer.

Section 9. Secretary and Assistant Secretaries. The Secretary shall attend to
the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the shareholders and Directors in books to be
kept for that purpose. The Secretary shall keep in safe custody the seal of
the Corporation, and shall have responsibility for the records of the
Corporation, including the stock books and such other books and papers as the
Board of Directors may direct and such books, reports, certificates, and other
documents required by law to be kept, all of which shall at all reasonable
times be open to inspection by any Director. The Secretary shall perform such
other duties which appertain to this office or as may be required by the Board
of Directors.

Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, may perform all the duties of the Secretary.

Section 10. Subordinate Officers. The Board of Directors from time to time may
appoint such other officers and agents as it may deem advisable, each of whom
shall have such title, hold office, for such period, have such authority, and
perform such duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities, and duties. Any officer or
agent appointed in accordance with the provisions of this Section 11 may be
removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Board of Directors.

Section 11. Remuneration. The salaries or other compensation, if any, of the
officers of the Corporation shall be fixed from time to time by resolution of
the Board of Directors in the manner

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provided by Section 9 of Article III, except that the Board of Directors may by
resolution delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate officers or agents appointed
in accordance with the provisions of Section 11 of this Article V.

Section 12. Surety Bond. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by the 1940 Act and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder) to the Corporation in such sum
and with such surety or sureties as the Board of Directors may determine,
conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his
or her hands.

ARTICLE VI

CAPITAL STOCK

Section 1. Certificates of Stock. The interest of each shareholder of the
Corporation may be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time authorize; provided, however,
the Board of Directors may, in its discretion, authorize the issuance of non-
certificated shares. No certificate shall be valid unless it is signed by the
Chairman, President, or a Vice President and countersigned by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with the seal of the Corporation, or bears the facsimile
signatures of such officers and a facsimile of such seal. In case any officer
who shall have signed any such certificate, or whose facsimile signature has
been placed thereon, shall cease to be such an officer (because of death,
resignation, or otherwise) before such certificate is issued, such certificate
may be issued and delivered by the Corporation with the same effect as if he or
she were such officer at the date of issue.

In the event that the Board of Directors authorizes the issuance of
non-certificated shares of stock, the Board of Directors may, in its discretion
and at any time, discontinue the issuance of share certificates and may, by
written notice to the registered

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owners of each certificated share, require the surrender of share certificates
to the Corporation for cancellation. Such surrender and cancellation shall not
affect the ownership of shares of the Corporation.

Section 2. Transfer of Shares. Subject to the provisions of the next sentence
of this Section 2 of Article VI, Shares of the Corporation shall be
transferable on the books of the Corporation by the holder of record thereof in
person or by his or her duly authorized attorney or legal representative (i)
upon surrender and cancellation of any certificate or certificates for the same
number of shares of the same class, duly endorsed or accompanied by proper
instruments of assignment and transfer, with such proof of the authenticity of
the signature as the Corporation or its agents may reasonably require, or (ii)
as otherwise prescribed by the Board of Directors. the Board of Directors may,
from time to time, adopt limitations and rules and regulations with reference
to the transfer of the shares of stock of the Corporation to comply with the
requirements of the Securities Act of 1933, as amended, or other applicable
laws. The Corporation shall be entitled to treat the holder of record of any
share of stock as the absolute owner thereof for all purposes, and accordingly
shall not be bound to recognize any legal, equitable, or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law or the statutes of the State of Maryland.

Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the
names and addresses of the shareholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Corporation or, if
the Corporation employs a transfer agent, at the offices of the transfer agent
of the Corporation.

Section 4. Transfer Agents and Registrars. The Board of Directors may from
time to time appoint or remove transfer agents and registrars of transfers for
shares of stock of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made, all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars or by
both and shall not be valid

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unless so countersigned. If the same person shall be both transfer agent and
registrar, only one countersignature by such person shall be required.

Section 5. Fixing of Record Date. The Board of Directors may fix in advance a
date as a record date for the determination of the shareholders entitled to
notice of or to vote at any shareholders' meeting or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion, or
exchange of stock, or for the purpose of any other lawful action, provided that
(1) such record date shall be within ninety days prior to the date on which the
particular action requiring such determination will be taken; (2) the transfer
books shall not be closed for a period longer than twenty days; and (3) in the
case of a meeting of shareholders, the record date shall be at least ten days
before the date of the meeting.

Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen, or
destroyed, the Board of Directors or any officer authorized by the Board may,
in its discretion, require the owner of the lost, stolen, or destroyed
certificate (or his or her legal representative) to give the Corporation a bond
or other indemnity, in such form and in such amount as the Board or any such
officer may direct and with such surety or sureties as may be satisfactory to
the Board or any such officer, sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Corporation shall, unless
otherwise ordered by the Board of Directors, be twelve calendar months ending
on the 31st day of October.

-15-
<PAGE> 18
Section 2. Accountant.

A. The Corporation shall employ an independent public accountant or a
firm of independent public accountants as its Accountant to examine the
accounts of the Corporation and to sign and certify financial statements filed
by the Corporation. The Accountant's certificates and reports shall be
addressed both to the Board of Directors and to the shareholders. The
employment of the Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith without any penalty by vote
of a majority of the outstanding voting securities at any shareholders' meeting
called for that purpose.

B. A majority of the members of the Board of Directors who are not
"interested persons" (as defined in the 1940 Act) of the Corporation shall
select the Accountant at any meeting held within thirty days before or after
the beginning of the fiscal year of the Corporation or before the annual
shareholders' meeting in that year. The selection shall be submitted for
ratification or rejection at the next succeeding annual shareholders' meeting.
If the selection is rejected at that meeting, the Accountant shall be selected
by majority vote of the Corporation's outstanding voting securities, either at
the meeting at which the rejection occurred or at a subsequent meeting of
shareholders called for the purpose of selecting an Accountant.

C. Any vacancy occurring between annual meetings due to the resignation
of the Accountant may be filled by the vote of a majority of the members of the
Board of Directors who are not interested persons.

ARTICLE VIII

CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Corporation shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments owned by the
Corporation. The Custodian (and any sub-custodian) shall be a bank or trust
company of good standing having an aggregate capital, surplus, and undivided
profits not less than fifty million dollars

-16-
<PAGE> 19
($50,000,000) or such other financial institution or other entity as shall be
permitted by rule or order of the Securities and Exchange Commission. The
Custodian shall be appointed from time to time by the Board of Directors, which
shall fix its remuneration.

Section 2. Termination of Custodian Agreement. Upon termination of the
agreement for services with the Custodian or inability of the Custodian to
continue to serve, the Board of Directors shall promptly appoint a successor
Custodian, but in the event that no successor Custodian can be found who has
the required qualifications and is willing to serve, the Board of Directors
shall call as promptly as possible a special meeting of the shareholders to
determine whether the Corporation shall function without a Custodian or shall
be liquidated. If so directed by resolution of the Board of Directors or by
vote of the holders of a majority of the outstanding shares of stock of the
Corporation, the Custodian shall deliver and pay over all property of the
Corporation held by it as specified in such vote.

Section 3. Other Arrangements. The Corporation may make such other
arrangements for the custody of its assets (including deposit arrangements) as
may be required by any applicable law, rule, or regulation.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification of Officers, Directors, Employees and Agents. The
Corporation shall indemnify its present and past directors, officers,
employees, and agents (including any "investment adviser" or "principal
underwriter," as those terms are defined in the 1940 Act), and any persons who
are serving or have served at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or enterprise, to the full extent provided and allowed by Section 2-418
of the Annotated Corporations and Associations Code of Maryland concerning
corporations, as amended from time to time or any other applicable provisions
of law. Notwithstanding anything herein to the contrary, no director, officer,
investment adviser, or principal underwriter of the Corporation shall be
indemnified in violation of Sections 17(h)

-17-
<PAGE> 20
and (i) of the 1940 Act. Expenses incurred by any such person in defending any
proceeding to which he or she is a party by reason of service in the
above-referenced capacities shall be paid in advance or reimbursed by the
Corporation to the full extent permitted by law, including Sections 17(h) and
(i) of the 1940 Act.

Section 2. Insurance of Officers, Directors, Employees and Agents. The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against that person and incurred by
that person in or arising out of his or her position, whether or not the
Corporation would have the power to indemnify him or her against such
liability. Notwithstanding the foregoing, any such insurance so purchased will
not protect or purport to protect any officer or director against liabilities
for willful misfeasance, bad faith, gross negligence, or reckless disregard of
duty.

Section 3. Amendment. No amendment, alternation, or repeal of this Article or
the adoption, alteration, or amendment of any other provision of the Articles
of Incorporation or Bylaws inconsistent with this Article shall adversely
affect any right or protection of any person under this Article with respect to
any act or failure to act which occurred prior to such amendment, alteration,
repeal, or adoption.

ARTICLE X

AMENDMENTS

Section 1. General. Except as provided in Section 2 of this Article X, all
Bylaws of the Corporation, whether adopted by the Board of Directors or the
shareholders, shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made by the affirmative vote of a majority of either: (1) the
holders of record of the outstanding shares of stock of the Corporation
entitled to vote, at any annual or special meeting, the notice or waiver of
notice of which shall have specified or summarized the proposed amendment,
alteration, repeal, or new Bylaw; or (2) the

-18-
<PAGE> 21
Directors, at any regular or special meeting the notice or waiver of notice of
which shall have specified or summarized the proposed amendment, alteration,
repeal, or new Bylaw.

Section 2. By Shareholders Only. No amendment of any section of these Bylaws
shall be made except by the shareholders of the Corporation if the Bylaws
provide that such section may not be amended, altered, or repealed except by
the shareholders. From and after the issue of any shares of the capital stock
of the Corporation, no amendment, alteration, or repeal of this Article X shall
be made except by the affirmative vote of the holders of either: (a) more than
two-thirds of the Corporation's outstanding shares present at a meeting at
which the holders of more than fifty percent of the outstanding shares are
present in person or by proxy, or (b) more than fifty percent of the
Corporation's outstanding shares.

-19-

<PAGE> 1
EXHIBIT (10)(i)

FORM OF MANAGEMENT AGREEMENT

<PAGE> 2

FORM OF MANAGEMENT AGREEMENT

Management Agreement ("Agreement") made as of __________, 1997
between Access Capital Strategies Community Investment Fund, Inc. ("Fund"), a
Maryland corporation, and Access Capital Strategies LLC ("Access"), a
Massachusetts corporation. Access is sometimes referred to herein as the
"Manager."

WHEREAS the Fund is a newly organized, non-diversified closed-end
management investment company that has elected status as a business development
company ("BDC") under the Investment Company Act of 1940 ("1940 Act"); and

WHEREAS the Manager is an investment adviser registered as such under
the Investment Advisers Act of 1940 ("Advisers Act"); and

WHEREAS the Fund desires to retain the Manager to furnish certain
investment advisory, portfolio management, and administrative services to the
Fund and the Manager is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints Access as Manager for
the period and on the terms set forth in this Agreement. Access accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.

2. Investment Duties. Subject to the supervision of the Fund's
Board of Directors ("Board"), the Manager will provide a continuous investment
program for the Fund and will determine from time to time what securities and
other investments will be purchased, retained, or sold by the Fund. Subject to
investment policies and guidelines established by the Board, the Manager will
identify, evaluate, and structure the investments to be made by the Fund,
arrange debt financing for the Fund, provide portfolio management and servicing
of securities held in the Fund's portfolio, and administer the Fund's
day-to-day affairs.

3. Administrative Duties. The Manager will administer the
affairs of the Fund subject to the supervision of the Board and the following
understandings:

(a) The Manager will supervise all aspects of the operations of
the Fund, including oversight of transfer agency, custodial, and accounting
services; provided, however, that nothing herein contained shall be deemed to
relieve or deprive the Board of its responsibility for and control of the
conduct of the affairs of the Fund.

<PAGE> 3
(b) The Manager will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as required) of the Fund's
registration statement under the Securities Exchange Act of 1934 ("1934 Act"),
proxy material, tax returns, and required reports to the Fund's shareholders
and the Securities and Exchange Commission ("SEC") and other appropriate
federal or state regulatory authorities.

(c) The Manager will maintain or oversee the maintenance of all
books and records with respect to the Fund, and will furnish the Board with
such periodic and special reports as the Board reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that all records which it maintains for the Fund are the property
of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any records which it maintains for the Fund and which are required
to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to
surrender promptly to the Fund any records which it maintains for the Fund upon
request by the Fund.

(d) All cash, securities, and other assets of the Fund will be
maintained in the custody of one or more banks in accordance with the
provisions of Section 17(f) of the 1940 Act and the rules thereunder; the
authority of the Manager to instruct the Fund's custodian(s) to deliver and
receive such cash, securities, and other assets on behalf of the Fund will be
governed by a custodian agreement between the Fund and each such custodian, and
by resolution of the Board.

4. Use of Sub-Investment Adviser. The Manager may, subject to
the approvals required under the 1940 Act, employ a sub-investment adviser to
assist the Manager in the performance of its duties under this Agreement. Such
use does not relieve the Manager of any duty or liability it would otherwise
have under this Agreement. Compensation of any such sub-investment adviser
for services provided and expenses assumed under any agreement between the
Manager and such sub-investment adviser permitted under this paragraph is the
sole responsibility of the Manager.

5. Further Duties. In all matters relating to the performance of
this Agreement, the Manager will act in conformity with the Articles of
Incorporation and By-Laws of the Fund and with the instructions and directions
of the Board and will comply with the requirements of the 1940 Act, the rules
thereunder, and all other applicable federal and state laws and regulations.

6. Services Not Exclusive. The services furnished by the Manager
hereunder are not to be deemed exclusive and the Manager shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. Nothing in this Agreement shall limit or restrict
the right of any director, officer, or employee of the Manager, who may also be
a director, officer, or employee of the Fund, to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or dissimilar
nature.

-2-
<PAGE> 4

7. Expenses.

(a) The Fund will pay all expenses (including without limitation
accounting, legal, printing, clerical, filing, and other expenses) incurred by
the Fund, the Manager or its affiliates on behalf of the Fund in connection
with the organization of the Fund and the initial offering of its shares.
Except as otherwise expressly provided for in Section 7(b) of this Agreement,
during the term of this Agreement the Fund will bear all of its expenses
incurred in its operations including but not limited to the following: (i)
brokerage and commission expense and other transaction costs incident to the
acquisition and dispositions of investments, (ii) federal, state, and local
taxes and fees, including transfer taxes and filing fees, incurred by or levied
upon the Fund, (iii) interest charges and other fees in connection with
borrowings, (iv) SEC fees and expenses and any fees and expenses of state
securities regulatory authorities, (v) expenses of printing and distributing
reports and notices to shareholders, (vi) costs of proxy solicitation, (vii)
costs of meetings of shareholders and the Board, (viii) charges and expenses of
the Fund's custodian, transfer and dividend disbursing agent, and fund
accountant, (ix) compensation and expenses of the Fund's directors who are not
interested persons of the Fund or the Manager, and of any of the Fund's
officers who are not interested persons of the Manager, and expenses of all
directors in attending board or shareholder meetings, (x) legal and auditing
expenses, including expenses incident to the documentation for, and
consummation of, transactions, (xi) costs of any certificates representing the
Shares, (xii) costs of stationery and supplies, (xiii) the costs of membership
by the Fund in any trade organizations, (xiv) expenses associated with
litigation and other extraordinary or non-recurring expenses and (xv) any
insurance premiums.

(b) The expenses to be borne by the Manager are limited to the
following: (i) all costs and fees incident to the selection and investigation
of prospective Fund investments, including associated due diligence expenses
such as travel expenses and professional fees (but excluding legal and
accounting fees and other costs incident to the closing, documentation, or
consummation of such transactions), (ii) the cost of adequate office space for
the Fund and all necessary office equipment and services, including telephone
service, heat, utilities, and similar items, (iii) the costs of providing the
Fund with such corporate, administrative, and clerical personnel (including
officers and directors of the Fund who are interested persons of the Manager
and are acting in their respective capacities as officers and directors) as the
Board reasonably deems necessary or advisable to perform the services required
to be performed by the Manager under this Agreement, and (iv) the costs of
providing significant managerial assistance offered to an accepted by the
recipient of Fund investments.

(c) The Fund may pay directly any expenses incurred by it in its
normal operations and, if any such payment is consented to by the Manager and
acknowledged as otherwise payable by the Manager pursuant to this Agreement,
the Fund may reduce the fee payable to the Manager pursuant to Paragraph 8(a)
thereof by such amount. To the extent that such deductions exceed the fee
payable to the Manager on any quarterly payment date, such excess shall be
carried

-3-
<PAGE> 5
forward and deducted in the same manner from the fee payable on succeeding
quarterly payment dates.

(d) The payment or assumption by the Manager of any expense of the
Fund that the Manager is not required by this Agreement to pay or assume shall
not obligate the Manager to pay or assume the same or any similar expense of
the Fund on any subsequent occasion.

8. Compensation.

(a) For the services provided and the expenses assumed pursuant to
this Agreement, the Fund will pay to the Manager a fee ("Management Fee"), paid
quarterly, at an annual rate of .50% of the Fund's average gross monthly
assets, less accrued liabilities other than indebtedness for borrowings.

(b) Upon the structuring and effecting of a transaction for the
Fund, the Fund will pay the Manager an investment structuring fee of 1.00% of
the Fund's net assets.

(c) If this Agreement becomes effective or terminates before the
end of any fiscal quarter, the Management Fee for the period from the effective
day to the end of the fiscal quarter or from the beginning of such quarter to
the date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full fiscal quarter in which such
effectiveness or termination occurs.

(d) If (i) the Manager, (ii) an officer, director, or employee of
the Manager, (iii) a company controlling, controlled by, or under common
control with a Manager, or (iv) an officer, director, or employee of any such
company receives any compensation from a company whose securities are held in
the Fund's portfolio in connection with the provision to that company of
significant managerial assistance, the compensation due to the Manager
hereunder shall be reduced by the amount of such fee. If such amounts have not
been fully offset at the time of termination of this Agreement, the Manager
shall pay such excess amounts to the Fund upon termination.

9. Limitation of Liability of Manager. The Manager shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the matters to which this Agreement relates except
a loss resulting from willful misfeasance, bad faith, or gross negligence on
their part in the performance of their duties or from reckless disregard by
them of their obligations and duties under this Agreement. Any person, even
though also an officer, director, employee, or agent of the Manager, who may be
or become an officer, director, employee, or agent of the Fund shall be deemed,
when rendering services to the Fund or acting with respect to any business of
the Fund, to be rendering such service to or acting solely for the Fund and not
as an officer, director, employee, or agent or one under the control or
direction of the Manager even though paid by it.

-4-
<PAGE> 6
10. Duration and Termination.

(a) This Agreement shall become effective upon the date hereabove
written provided that this Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those directors of the Fund who
are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by vote of a majority of the Fund's outstanding voting securities.

(b) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from the above written date.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of those
directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by the Board or by vote of a majority of
the outstanding voting securities of the Fund.

(c) Notwithstanding the foregoing, this Agreement may be
terminated at any time, without the payment of any penalty, by vote of the
Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to the Manager or by the Manager at any
time, without the payment of any penalty, on sixty days' written notice to the
Fund. This Agreement will automatically terminate in the event of its
assignment.

11. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge, or termination is sought, and no amendment of this
Agreement shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.

12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Maryland, without giving effect to the
conflicts of laws principles thereof, and in accordance with the 1940 Act. To
the extent that the applicable laws of the State of Maryland conflict with the
applicable provisions of the 1940 Act, the latter shall control.

13. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule, or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities",
"affiliated person", "interested person", "assignment", "broker", "investment
adviser", "national securities exchange", "net assets", "security", and
"significant managerial assistance" shall have the same meaning as such terms
have in the 1940 Act, subject to such exemption as may be granted by the SEC by
any rule, regulation, or order. Where the

-5-
<PAGE> 7
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is relaxed by a rule, regulation, or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation, or order.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated as of the day and year first above
written.

ACCESS CAPITAL STRATEGIES COMMUNITY
INVESTMENT FUND, INC.

By:
------------------------
Name:
Title:

ACCESS CAPITAL STRATEGIES LLC

By:
------------------------
Name:
Title:

-6-

<PAGE> 1
EXHIBIT (10)(ii)

FORM OF SUBSCRIPTION AGREEMENT

<PAGE> 2

Access Capital Strategies Community Investment Fund, Inc.

FORM OF SUBSCRIPTION AGREEMENT

The undersigned (the "Subscriber"), hereby subscribes to purchase
shares of Common Stock, $0.001 par value ("Shares"), issued by Access Capital
Strategies Investment Fund, Inc., a Maryland corporation (the "Fund"), in the
amount set forth on the signature page below (the "Commitment"), on the terms
and conditions set forth herein. Capitalized terms used and not defined in
this Agreement have the meanings assigned to them in the Private Offering
Memorandum ("Memorandum") referred to below.

1. SALE AND PURCHASE OF SHARES. Subject to the terms and
conditions set forth in this Agreement, and in reliance upon the
representations and warranties of the respective parties set forth in this
Agreement, the Fund hereby agrees to sell to the Subscriber, and the Subscriber
irrevocably subscribes for and agrees to purchase from the Fund, Shares in the
amount of its Commitment.

2. ACCEPTANCE OF SUBSCRIPTION. This subscription, if submitted
to the Fund on or before December 31, 2002 (the "Offering Termination Date"),
is subject to acceptance by the Fund with respect to the Commitment subscribed
for herein, or such smaller Commitment as the Fund may, in its sole discretion,
determine, at a closing to be held on such date on or before December 31, 2002
as is designated by the Fund ("Closing"). The Fund may hold one or more
Closings involving different investors on or before December 31, 2002. At the
Closing, the Fund shall execute and deliver to the Subscriber a duplicate
original of this Agreement indicating the amount of the Commitment as to which
the Subscription has been accepted, which shall thereafter be deemed the
Subscriber's Commitment for all purposes hereunder. This subscription shall
expire if and to the extent not accepted by the Fund on or before December 31,
2002.

3. CLOSING CALLS. Subscriber agrees to purchase Shares with a
purchase price equal to the amount of the Subscriber's Commitment, in one or
more installments and in the amounts and on the dates specified by the Fund in
one or more written notices ("Closing Call") conforming to the requirements of
this Agreement. Except as otherwise stated below, the purchase price of the
Shares purchased pursuant to each Closing Call will be the Fund's net asset
value per Share ("Net Asset Value") on the date of each purchase, as determined
in conformity with the requirements of the Investment Company Act of 1940, as
amended ("1940 Act").

Closing Calls shall be deemed made when mailed to the Subscriber not
later than 15 days before the date for the purchase of Shares specified in the
Closing Call, by first class mail to the Subscriber's address specified on the
signature page of this Agreement or such other address as the Subscriber shall
notify the Fund in writing. No Closing Call shall be made after December 31,
2002, and any uncalled portion of the Subscriber's Commitment as of that date
will lapse as to the uncalled portion of the Commitment.

<PAGE> 3

4. MANNER OF PAYMENT. Payments made to purchase Shares specified
in a Closing Call shall be made on or before the payment date specified in the
Closing Call therefore (the "Payment Date"). Payments shall be made by wire
transfer in accordance with the following instructions:

Federal Reserve Bank of Boston
Boston Safe Deposit & Trust
ABA#: 011001234
DDA#: 108111
For: Acct. ETIF1001-00-2

5. PAYMENT DEFAULT. If a payment for the purchase of shares is
received by the Fund from the Subscriber later than 14 days after the Payment
Date, interest will be charged on the overdue amount, calculated at a daily
rate equal on an annualized basis to four percentage points over the highest
rate of interest reported from time to time as "prime rate" by The Wall Street
Journal (provided that, if such rate is in excess of the maximum rate of
interest permitted by law, interest will be charged at such maximum rate). If
a default in a payment under this Subscription Agreement (including interest
charges) remains uncured for 30 days following a payment date, the Fund may, at
its option, pursue any or all of the following remedies: (i) cancel the balance
of the Subscriber's subscription (including the installment as to which the
Subscriber had defaulted), (ii) assign the remaining balance of the
Subscriber's subscription (including the installment as to which the Subscriber
has defaulted) to another investor selected by the Fund and/or (iii) repurchase
the Shares then owned by the Subscriber at a purchase price per Share equal to
the lesser of 90% of the Shares' then-current Net Asset Value or the prices at
which the Subscriber purchased the Shares. The election by the Fund to pursue
one or more of these remedies will not preclude the Fund from pursuing any
rights it may have to seek judicial enforcement of the Subscriber's
subscription obligation.

6. RESTRICTION ON ASSIGNMENT OF SUBSCRIPTION AGREEMENT. Except
as provided in Section 5 hereof with respect to rights of the Fund, neither
this Agreement nor any rights or interests herein may be assigned by the
Subscriber or by the Fund nor may the obligations of the Subscriber be assumed
or performed by another, other than a successor to the entire business and
affairs of the Subscriber, without the express prior written consent of the
Fund. The Fund may withhold consent to the assignment of this Agreement in its
sole discretion.

7. RESTRICTION ON TRANSFER OR ASSIGNMENT OF SHARES. Neither the
Shares to be issued hereunder nor any right or interest therein may be sold,
assigned, pledged, or otherwise transferred by the Subscriber without the
consent of the Fund. The Fund may withhold consent to a proposed transfer if
the Fund reasonably determines that any of the following requirements are not
met:

(i) The transfer is made to an institution who the Fund determines
would have been eligible to participate in the initial offering of the
Shares, in a transaction that, in the opinion of counsel for the
Subscriber and counsel for the Fund, complies with the requirements of
the Securities Act of 1933 (the "1933 Act") and any applicable state
securities laws;

-2-
<PAGE> 4
(ii) The transfer is made in a transaction that the Fund determines,
after consideration of an opinion of counsel for the proposed
transferee and such additional counsel as the Fund may wish to consult
on the matter, will not make it more difficult for the Fund to comply
with the requirements applicable to the Fund and its operations of the
1933 Act, applicable state securities laws, the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code") or the Employee
Retirement Income Security Act of 1974 ("ERISA"); and

(iii) The transfer is made to a transferee who agrees to be bound by
all the provisions of this Agreement that pertain to an owner of
Shares.

To facilitate compliance with Section 6 and this Section 7 and with
the pertinent provisions of the Articles of Incorporation of the Fund, the
Subscriber will not effect a transaction restricted by either such Section
without advance notice to the Fund and prior written approval by the Fund.

8. REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund
represents and warrants that:

(i) The Fund is duly organized, validly existing, and in good
standing under the laws of the State of Maryland and has the power and
authority to carry on its business as now conducted and as proposed to
be conducted in the Fund's Private Offering Memorandum ("Memorandum")
and to issue the Shares subscribed for hereby. This Agreement and any
other documents executed and delivered by the Fund in connection
herewith have been duly authorized, executed, and delivered by the
Fund, and are the legal, valid, and binding obligations of the Fund
enforceable in accordance with their respective terms.

(ii) The execution and delivery of this Agreement and any other
documents executed and delivered by the Fund in connection herewith do
not, and the performance and consummation of the transactions set
forth or contemplated herein will not, contravene or result in a
default under any provision of existing law or regulations to which
the Fund is subject, the provisions of the trust instrument, charter,
by-laws, or other governing documents of the Fund or any indenture,
mortgage, or other instrument or agreement to which the Fund is a
party or by which it is bound and does not require on the part of the
Fund any approval, authorization, license, or filing from or with any
federal, state, municipal, or foreign board or agency (except such
approvals, authorizations, licenses, or filings as have been obtained
or made).

(iii) The Fund has filed an election with the Securities and Exchange
Commission, pursuant to Section 54(a) of the 1940 Act, to be subject
to the provisions of Sections 55 through 65 of the 1940 Act.

-3-
<PAGE> 5

9. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. The Subscriber
represents and warrants that:

(i) The Subscriber is duly organized, validly existing, and in good
standing under the laws of the jurisdiction wherein it is organized
and has the power and authority to carry on the activities in which it
is engaged and to purchase the Shares subscribed for hereby. This
Agreement and any other documents executed and delivered by the
Subscriber in connection herewith have been duly authorized, executed,
and delivered by the Subscriber, and are the legal, valid, and binding
obligations of the Subscriber enforceable in accordance with their
respective terms.

(ii) The execution and delivery of this Agreement and any other
documents executed and delivered by the Subscriber in connection
herewith do not, and the performance and consummation of the
transactions set forth or contemplated herein will not, contravene or
result in a default under any provision of existing law or regulations
to which the Subscriber is subject, the provisions of the trust
instrument, charter, by-laws, or other governing documents of the
Subscriber, or any indenture, mortgage, or other instrument or
agreement to which the Subscriber is a party or by which it is bound
and does not require on the part of the Subscriber any approval,
authorization, license, or filing from or with any federal, state,
municipal, or foreign board or agency (except such approvals,
authorizations, licenses, or filings as have been obtained or made).

(iii) The Subscriber, if an employee benefit plan as defined in ERISA
(an "ERISA Plan"), has caused this Agreement to be executed by one or
more of its fiduciaries thereunto duly authorized and, such
fiduciaries, by executing and delivering this Agreement on behalf of
such ERISA Plan, represent and warrant that (A) they and their
co-fiduciaries, if any, have been informed of the Fund's investment
objectives, policies, and strategies; (B) the decision to invest plan
assets in the Fund was made with appropriate consideration of relevant
investment factors with regard to such ERISA Plan; and (C) such
decision was made by such fiduciaries without reliance on any
investment advice or recommendation provided by the Fund or its
Manager, and is consistent with the duties and responsibilities
imposed upon fiduciaries with regard to their investment decisions
under ERISA.

(iv) The Shares being subscribed for by the Subscriber will be
purchased for the account of the Subscriber for investment only and
not with a view to, or with any intention of, a distribution or resale
thereof, in whole or in part, or the grant of any participation
therein. The Subscriber acknowledges that the Shares have not been
registered under the 1933 Act or any state securities laws, and cannot
be disposed of unless they are subsequently registered under the 1933
Act and any applicable state securities laws, or an exemption from
registration is available. The Subscriber further understands that
the Fund is not obligated to file a registration statement or a
notification of registration under the 1933 Act or any state
securities law and has no intention to do so, nor does the Fund have
any other obligation to

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<PAGE> 6
take or refrain from taking any action that would make available any
exemption for the sale of Shares without registration.

(v) The Subscriber acknowledges that the Fund will accept this
subscription, and issue the Shares in a transaction intended to be
exempt from registration under the 1933 Act under Regulation D
thereunder, in reliance upon the information provided by the
Subscriber in its Prospective Subscriber Questionnaire
("Questionnaire"), including information supporting the Fund's
treatment of Subscriber as an "accredited investor" under Regulation
D. The Subscriber represents and warrants that all information that
the Subscriber has provided to the Fund concerning the qualifications
of the Subscriber, including information furnished in the Prospective
Subscriber Questionnaire, is correct and complete as of the date of
this subscription.

(vi) The Subscriber has received and carefully reviewed the
Memorandum and understands that any information provided other than in
the Memorandum has been furnished on the understanding that the
Subscriber will refer to the Memorandum for an authoritative statement
on all matters covered therein with respect to the Fund and other
information concerning the Offering. The Subscriber has had a
reasonable time and opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and the proposed
operations of the Fund, and has received responses to such questions
that it has chosen to ask.

(vii) The Subscriber recognizes that an investment in the Fund
involves certain risks and it has taken full cognizance of and
understands the risk factors relating to a purchase of Shares,
including those set forth under the headings "Risk Factors" in the
Memorandum. The Subscriber is capable of bearing a high degree of
risk, including the possibility of a loss of its investment and the
lack of a public market such that it will not be possible to readily
liquidate the investment. The Subscriber has such knowledge and
experience in business and financial matters as to be capable of
evaluating the merits and risks of an investment in the Shares and
protecting its own interest in connection with the investment in the
Shares.

(viii) The Subscriber acknowledges that it has not relied upon the
Fund, its Manager, or any of their employees, directors, officers, or
agents for any investment, tax, legal, or ERISA advice in connection
with its purchase of Shares and that the Subscriber has consulted, to
the extent necessary, its own advisers with respect to the investment,
tax, legal, or ERISA considerations of a purchase of Shares.

(ix) The Subscriber acknowledges that there have been no guarantees
or warranties made to it by the Fund, its Manager, or any of their
employees, directors, officers, or agents, expressly or by
implication, other than as contained in the Memorandum, with respect
to (i) the approximate length of time that it will be required to
remain an owner of its shares; or (ii) the percentage of profit and/or
the amount or type of consideration, profit, or loss to be realized as
a result of its investment.

-5-
<PAGE> 7
10. COVENANTS OF THE SUBSCRIBER. The Subscriber agrees with the
Fund that:

(i) For so long as the Subscriber owns Shares, the Subscriber shall,
upon request, disclose to the Fund such information with respect to
direct or indirect holdings for such Shares as the Fund deems
necessary to comply with provisions of the Code applicable to the
Fund, to comply with requirements of any other appropriate taxing
authority, to comply with the provisions of the Securities Exchange
Act of 1934 or to comply with the provisions of the 1940 Act, as any
of said laws may be amended from time to time.

(ii) The Subscriber, if an ERISA Plan, will furnish to the Fund
promptly upon its request the information called for by applicable
"prohibited transaction" regulations of the Department of Labor and
any other information with respect to Subscriber's parties in interest
as the Fund may reasonably require.

(iii) The Subscriber will indemnify and hold the Fund harmless from
and against any and all loss, damage, or liability due to or arising
out of a breach of any representation or warranty of the Subscriber in
this Agreement or any other document furnished by it to the Fund.

13. NOTICES. The address of the Subscriber for all purposes shall
be the address set forth on the signature page to this Agreement, or such other
address of which the Fund has received notice in accordance with the provisions
hereof. The address of the Fund for all purposes shall be 124 Mt. Auburn
Street, Suite 200N, Cambridge, Massachusetts 02138, attention David F. Sand,
or such other address of which the Subscriber has received notice in accordance
with the provisions hereof. Any notice or communication to be given under this
Agreement shall be made in writing and, unless otherwise herein provided, shall
be deemed to have been given when sent by first class mail to such party at
such address.

14. APPLICABLE LAW. This agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the laws of the State of Maryland.

15. COUNTERPARTS; OTHER AGREEMENTS. This Agreement may be executed
in any number of counterparts, and each of such counterparts shall, for all
purposes, constitute one agreement binding on all the parties, notwithstanding
that all parties are not signatories to the same counterpart.

16. MISCELLANEOUS. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives, and
assigns. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter contained in this Agreement and supersedes all
prior understandings of the parties. The invalidity or unenforceability of any
one provision of this Agreement shall in no way affect the validity of any
other provision, and all other provisions shall remain in full force and
effect. No waiver by any party of any breach of any term hereof shall be

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<PAGE> 8
construed as a waiver of any subsequent breach of that term or any other term
of the same or of a different nature.

20. TAX CERTIFICATION. The Subscriber certifies that (1) the
taxpayer identification provided above the Subscriber signature is correct and
(2) the Subscriber is not subject to backup withholding because (i) the
Subscriber has not been notified that the Subscriber is subject to backup
withholding as a result of failure to report interest and dividends or (ii) the
Internal Revenue Service has not notified the Subscriber that the Subscriber is
subject to backup withholding. [Strike out clause (2) if incorrect.]

IN WITNESS WHEREOF, this Agreement has been executed by the Subscriber
as of the date of the Subscriber's signature set forth on the attached
signature page and, if accepted by the Fund, becomes an Agreement binding on
the Fund as of the date of the signature signifying acceptance set forth on the
attached signature page.

-7-
<PAGE> 9
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.

The information requested in this Questionnaire is needed to determine
whether the undersigned's subscription to purchase shares of Common Stock,
$.001 par value ("Shares"), of Access Capital Strategies Community Investment
Fund, Inc. (the "Fund") may be accepted.

I. GENERAL INFORMATION

(a) Subscriber:

================================================================================
Exact Name of Subscriber:
- --------------------------------------------------------------------------------
Taxpayer Identification Number:
- --------------------------------------------------------------------------------
Address:

- --------------------------------------------------------------------------------
Mailing Address (if different):
- --------------------------------------------------------------------------------
Telephone:
- --------------------------------------------------------------------------------
State in Which Incorporated:
- --------------------------------------------------------------------------------
Date of Incorporation:
- --------------------------------------------------------------------------------
Number of Shareholders:
- --------------------------------------------------------------------------------
Name of Officer Signing for
Subscriber:
- --------------------------------------------------------------------------------
Address of Signing Officer, if
Different Than Subscriber Address:
================================================================================

<PAGE> 10
II. CORPORATION QUALIFICATION

a) [ ] The Subscriber is either:

-- a corporation or endowment that has total assets in excess
of $5,000,000 and was not formed for the purpose of investing
in the Shares; or

--a bank, as defined in Section 3(a)(2) of the Securities Act
of 1933 (the "1933 Act") or a savings and loan association or
other institution, as defined in Section 3(a)(5)(A) of the
1933 Act, whether acting in its individual or fiduciary
capacity; or

--a qualified insurance company; or

--an organization described in Section 501(c)(3) of the
Internal Revenue Code with total assets in excess of
$5,000,000.

b) [ ] Each Shareholder of the Subscriber is a natural person who:

--Has an individual net worth* or joint net worth with the
grantor's spouse of at least $1,000,000; or

--Has had an individual income* in excess of $200,000 in each
of the past two years and reasonably expects an individual
income in excess of $200,000 in the current year; or

--Has had, together with the Partner's spouse, a joint income
in excess of $300,000 in each of the past two years and
reasonably expects a joint income in excess of $300,000 in the
current year.

------------

* "Net worth" means the excess of total assets over total
liability. "Income" means adjusted gross income plus (a) any tax-exempt income
received, (b) losses reported as a limited partner in a limited partnership,
(c) deductions claimed for depletion, (d) contributions to an individual
retirement account or Keogh retirement plan, (e) alimony payments, and (f) any
amounts by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.

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<PAGE> 11
c) [ ] Each Shareholder of the Subscriber is:

--a qualified insurance company; or

-- an employee benefit trust within the meaning of Title I of
the Employee Retirement Income Security Act of 1974 ("ERISA"),
if (1) the investment decision is made by a plan fiduciary, as
defined in Section 3 (21) of ERISA and such plan fiduciary is
either a bank, savings and loan association, insurance company
or registered investment adviser, (2) such employee benefit
plan has total assets in excess of $5,000,000, or (3) such
plan is a self-directed plan with investment decisions made
solely by persons who are accredited investors (as described
in (b) above); or

-- a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or
its political subdivisions, for the benefit of its employees,
if such plan has total assets in excess of $5,000,000; or

--a corporation, Massachusetts or similar business trust,
partnership or organization described in Section 501(c)(3) of
the Internal Revenue Code, not formed for the purpose of
investing in the Shares, with total assets in excess of
$5,000,000.

d) [ ] Each Shareholder of the Subscriber is a person or entity
described in either (b) or (c) above. [If this box is
checked, please answer the following:]

Number of shareholders described in (b) above: ____

Number of shareholders described in (c) above: ____

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<PAGE> 12
III. CERTIFICATION AND SIGNATURE

By signing this Questionnaire, the Subscriber hereby confirms that (a) the
answers of the Subscribers to the foregoing questions are true and complete to
the best of the information and belief of the Subscriber, (b) if any
representation is made as to the financial condition of shareholders of the
Subscriber, the Subscriber has made such reasonable investigation as is
required to ascertain that such representations are correct, and will provide
the Fund additional information about the financial condition of such
shareholders upon request, and (c) the Fund will be notified promptly of any
changes in the foregoing answers.

CORPORATION/ENDOWMENT SIGNATURE:

-------------------------------------------------
NAME OF SIGNATORY:
TITLE OF SIGNATORY:

DATE:
---------------------------

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<PAGE> 13
ADDENDUM NO. ___ TO
SUBSCRIPTION AGREEMENT

SELECTION OF DESIGNATED TARGET REGION

I, ____________________________, the undersigned Subscriber, hereby
select the following as the Designated Target Region for my investment:

CHECK ONE:

[ ] The State of ________________________.

[ ] The multi-state region including ______________________.

[ ] The metropolitan area of ____________________________.

[ ] The entire United States.

I understand that this choice is irrevocable, provided, however, that
in the event that, in the opinion of Management, suitable investments can not
be found in the Designated Target Region within a period of _______________, I
may either select a new Designated Target Region or select an alternate
existing Designated Target Region for the reallocation of my investment. I
understand that Management will endeavor to invest in private placement debt
securities within my Designated Target Region, but there is no guarantee that
Management will be able to do so.

Signed: Approved:
---------------------- ---------------------------
Subscriber Access Capital Strategies
Investment Fund, Inc.