COLLEGE & UNIVERSITY FACILITY LOAN TRUST ONE
N-30D, 1997-01-29
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                             COLLEGE AND UNIVERSITY
                             FACILITY LOAN TRUST ONE

                              FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 1996


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To State Street Bank and Trust Company (Owner Trustee):

We have audited the accompanying balance sheet of College and University
Facility Loan Trust One (a Massachusetts business trust), including the schedule
of investments, as of November 30, 1996, and the related statements of
operations and cash flows for the year then ended, and the statements of changes
in net assets for each of the two years in the period then ended, and the
selected financial highlights for each of the periods presented. These financial
statements and the selected financial highlights are the responsibility of the
Owner Trustee. Our responsibility is to express an opinion on these financial
statements and the selected financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the selected
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of the Loans and
Investments as of November 30, 1996 by correspondence with General Electric
Capital Corporation and Federal National Mortgage Association, respectively. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and the selected financial highlights
referred to above present fairly, in all material respects, the financial
position of College and University Facility Loan Trust One as of November 30,
1996, and the results of its operations and its cash flows for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended, and the selected financial highlights for the periods presented, in
conformity with generally accepted accounting principles.


Boston, Massachusetts
December 27, 1996

<PAGE>

                              College and University
                             Facility Loan Trust One

================================================================================

                                Financial Statements
                                   November 30, 1996




<PAGE>


                                           College and University
                                          Facility Loan Trust One

                                                    Balance Sheet

================================================================================

November 30,                                                               1996
================================================================================

Assets

Investments, at amortized cost, net of allowance for 
 possible loan losses of $725,000 (Notes 1, 2, 6, 7 
 and 8 and Schedule of Investments)                                 $91 161 191
Cash                                                                     98 067
Interest receivable                                                   1 578 524
Deferred bond issuance costs (Note 2)                                 1 090 424
- --------------------------------------------------------------------------------

    Total assets                                                    $93 928 206
================================================================================

Liabilities

Bonds payable (Notes 3 and 8)                                       $75 484 762
Interest payable (Note 3)                                             3 915 483
Class A redemption payable (Note 5)                                     604 854
Dividend payable (Note 5)                                               322 773
Accrued expenses and other liabilities                                  233 650
- --------------------------------------------------------------------------------

    Total liabilities                                                80 561 522
- --------------------------------------------------------------------------------

Net Assets

Class A Preferred Certificates, par value $1 - authorized 
 and outstanding - 4,267,199 certificates (preference as 
 to annual dividends of 13.25%, mandatory redemption and 
 liquidation at par value) (Note 5)                                   4 267 199
- --------------------------------------------------------------------------------

Class B Certificates, par value $1 - authorized, issued
 and outstanding - 1,001,643 certificates (Note 5)                    1 001 643
Accumulated deficit (Note 2)                                         (1 047 773)
Paid-in capital (Note 2)                                              9 145 615
- --------------------------------------------------------------------------------

    Total net assets applicable to Class B certificateholders         9 099 485
- --------------------------------------------------------------------------------

    Total net assets                                                $13 366 684
================================================================================

    Net asset value per Class B certificate
     (based on 1,001,643 certificates outstanding)                  $      9.08
================================================================================

      The accompanying notes are an integral part of these financial statements.


                                                                               3

<PAGE>

                                           College and University
                                          Facility Loan Trust One

                                          Statement of Operations

================================================================================

Year Ended November 30,                                                    1996
================================================================================

Investment income:
  Interest income (Note 2)                                          $11 210 253
- --------------------------------------------------------------------------------

Expenses:
  Interest expense (Notes 2 and 3)                                    8 145 980
  Servicer fees (Note 4)                                                 90 909
  Trustee fees (Note 4)                                                  46 248
  Other trust and bond administration expenses                          229 827
- --------------------------------------------------------------------------------

    Total expenses                                                    8 512 964
- --------------------------------------------------------------------------------

    Net investment income                                             2 697 289

Provision for possible loan losses (Notes 2 and 6)                      200 000
- --------------------------------------------------------------------------------

    Net increase in net assets resulting from operations              2 497 289

Dividends to Class A Preferred Certificateholders                       678 957
- --------------------------------------------------------------------------------

    Net increase in net assets applicable to Class B
     certificateholders resulting from operations                   $ 1 818 332
================================================================================

      The accompanying notes are an integral part of these financial statements.


                                                                               4

<PAGE>

                                           College and University
                                          Facility Loan Trust One

                                          Statement of Cash Flows

================================================================================

Year Ended November 30,                                                    1996
================================================================================

Cash flows from operating activities:
  Interest received                                                 $ 4 354 795
  Interest paid                                                      (8 352 039)
  Operating expenses paid                                              (252 642)
- --------------------------------------------------------------------------------

      Net cash used for operating activities                         (4 249 886)
- --------------------------------------------------------------------------------

Cash flows from investing activities:
  Net increase in funds held under investment agreements             (1 213 572)
  Principal payments on Loans                                        14 098 913
- --------------------------------------------------------------------------------

      Net cash provided by investing activities                      12 885 341
- --------------------------------------------------------------------------------

Cash flows from financing activities:
  Principal repayments on Bonds                                      (7 240 892)
  Dividends to Class A Preferred certificateholders                    (725 902)
  Redemption of Class A Preferred certificateholders                   (708 590)
- --------------------------------------------------------------------------------

      Net cash used for financing activities                         (8 675 384)
- --------------------------------------------------------------------------------

Net decrease in cash                                                    (39 929)

Cash, beginning of year                                                 137 996
- --------------------------------------------------------------------------------

Cash, end of year                                                    $   98 067
================================================================================

Reconciliation of net increase in net assets 
resulting from operations to net cash used 
for operating activities:
  Net increase in net assets resulting from operations              $ 2 497 289
  Provision for possible loan losses                                    200 000
  Decrease in interest receivable                                      (314 424)
  Increase in accrued expenses and other liabilities                    114 341
  Decrease in bond interest payable                                    (369 286)
  Amortization of deferred Bond issuance costs                          163 230
  Amortization of purchase discount on Loans                         (6 541 036)
- --------------------------------------------------------------------------------

      Net cash used for operating activities                        $(4 249 886)
================================================================================

      The accompanying notes are an integral part of these financial statements.


                                                                               5

<PAGE>

                                           College and University
                                          Facility Loan Trust One

                              Statements of Changes in Net Assets
                                                     (Note 2 (f))

================================================================================

Years Ended November 30,                                     1996          1995
================================================================================

From operations:
  Net investment income                               $ 2 697 289   $ 1 777 232
  Provision for possible loan losses                     (200 000)     (400 000)

Dividends to certificateholders (Notes 2 and 5):
  Class A Preferred certificateholders 
  ($.1325 per certificate annually):
    From net investment income                           (171 187)     (639 242)
    As tax return of capital                             (507 770)      (77 222)
- --------------------------------------------------------------------------------

    Net increase in net assets applicable to Class B
     certificateholders resulting from operations       1 818 332       660 768
- --------------------------------------------------------------------------------

Capital certificate transactions (Note 5):
  Redemptions of Class A Preferred certificates,
   (1,109,166 and 204,277 certificates in 1996 and 
   1995, respectively)                                 (1 109 166)     (204 277)
  Issuance of additional 13.25% Class A Preferred 
   certificates as paid-in-kind dividend (346,746 
   certificates in 1995)                                        -       346 746
- --------------------------------------------------------------------------------

    Net increase (decrease) in net assets resulting 
     from capital certificate transactions             (1 109 166)      142 469
- --------------------------------------------------------------------------------

Net increase in net assets                                709 166       803 237

Net assets:
  Beginning of year                                    12 657 518    11 854 281
- --------------------------------------------------------------------------------

  End of year                                         $13 366 684   $12 657 518
================================================================================

      The accompanying notes are an integral part of these financial statements.


                                                                               6

<PAGE>

                                           College and University
                                          Facility Loan Trust One

                           Selected Financial Highlights for Each
                                  Class B Certificate Outstanding
                                 Throughout the Periods Indicated
                                                  (Notes 1 and 5)

================================================================================

<TABLE>
<CAPTION>
Years Ended November 30,                  1996         1995          1994          1993          1992
======================================================================================================
<S>                                    <C>          <C>           <C>           <C>            <C>    
Net asset value, beginning of year     $  7.27      $  6.61       $  4.41       $  3.84        $  2.71
- ------------------------------------------------------------------------------------------------------
 
Net investment income                     2.69         1.77          3.04          1.44           2.13

Provision for possible loan losses        (.20)        (.40)         (.12)         --               --
 
Dividends to Class A Preferred
 Certificateholders:
  From net investment income              (.17)        (.64)         (.42)         (.87)         (1.00)
  As tax return of capital                (.51)        (.07)         (.30)           --             --
- ------------------------------------------------------------------------------------------------------

Net asset value, end of year           $  9.08      $  7.27       $  6.61       $  4.41        $  3.84
======================================================================================================

Total investment return (a)                N/A          N/A           N/A           N/A            N/A

Net assets applicable to
 Class A Preferred Certificates,
 end of year                        $4 267 199   $5 376 365    $5 233 897    $5 997 151     $6 781 396

Net assets applicable to Class B 
 Certificates, end of year          $9 099 485   $7 281 153    $6 620 384    $4 418 852     $3 843 329
======================================================================================================

Ratios and Supplemental Data:

  Ratio of expenses to average
   net assets applicable to
   Class B Certificates                 103.94%(b)   133.48%(b)    180.25%(b)    274.18%(b)     344.39%(b)

  Ratio of net investment income
   to average net assets applicable
   to Class B Certificates               32.93%       25.57%        55.24%        35.10%         64.89%

  Number of Class B Certificates
   outstanding, end of year          1 001 643    1 001 643     1 001 643     1 001 643      1 001 643
</TABLE>

(a) The Trust's investments are recorded at amortized cost as discussed in Note
    2. Accordingly, the financial statements do not reflect the market value of
    such investments. For this reason, management believes that no meaningful
    information can be provided regarding "Total Investment Return" and has not
    included information under that heading.

(b) Excluding interest expense, the ratio of expenses to average net assets
    applicable to Class B Certificates was 6.47%, 7.96%, 11.64%, 13.68%, and
    16.23% in 1996, 1995, 1994, 1993, and 1992, respectively.


      The accompanying notes are an integral part of these financial statements.


                                                                               7

<PAGE>

                                           College and University
                                          Facility Loan Trust One

                                    Notes to Financial Statements

================================================================================

1.   Organization           College and University Facility Loan Trust One (the 
     and Business           Trust) was formed on September 17, 1987 as a        
                            business trust under the laws of the Commonwealth of
                            Massachusetts by a declaration of trust by State    
                            Street Bank and Trust Company, formerly the Bank of 
                            Boston, (the Owner Trustee), not in its individual  
                            capacity but solely as Owner Trustee. The Trust is  
                            registered under the Investment Company Act of 1940 
                            (as amended) as a diversified, closed-end,          
                            management investment company.                      
                           
                            The Trust was formed for the sole purpose of raising
                            funds through the issuance and sale of bonds (the
                            Bonds). The Trust commenced operations on September
                            29, 1987 (the Closing Date) and issued Bonds in five
                            tranches in the aggregate principal amount of
                            $126,995,000. The Bonds constitute full recourse
                            obligations of the Trust. The collateral securing
                            the Bonds consists primarily of a pool of college
                            and university facility loans (the Loans) to various
                            postsecondary educational institutions and funds
                            held under the indenture (the Indenture) and the
                            investment agreements. The Loans were originated by
                            or previously assigned to the United States
                            Department of Education (ED) under the College
                            Housing Loan Program or the Academic Facilities Loan
                            Program. The Loans, which have been assigned to The
                            First National Bank of Chicago (the Bond Trustee),
                            are secured by various types of collateral,
                            including mortgages on real estate, general recourse
                            obligations of the borrowers, pledges of securities
                            and pledges of revenues. As of the Closing Date, the
                            Loans had a weighted average stated interest rate of
                            approximately 3.16% and a weighted average remaining
                            term to maturity of approximately 19.4 years.
                            Payments on the Loans are managed by the Bond
                            Trustee in various fund accounts and are invested
                            under investment agreements (see Note 2) as
                            specified in the Indenture.


                                                                               8

<PAGE>

                                           College and University
                                          Facility Loan Trust One

                                    Notes to Financial Statements

================================================================================

1.   Organization and       All payments on the Loans and earnings under the   
     Business (Continued)   investment agreements and any required transfers    
                            from the Expense, Reserve and Liquidity Funds are   
                            deposited to the credit of the Revenue Fund held by 
                            the Bond Trustee as defined within, and in          
                            accordance with, the Indenture. On each bond payment
                            date, amounts on deposit to the credit of the       
                            Revenue Fund are applied in the following order of  
                            priority: to pay amounts due on the Bonds, to pay   
                            administrative expenses not previously paid from the
                            Expense Fund, to fund the Expense Fund to the       
                            Expense Fund Requirement, to fund the Reserve Fund  
                            to the Maximum Reserve Requirement, and to fund the 
                            Liquidity Fund to the Liquidity Fund Requirement.   
                            Any funds remaining in the Revenue Fund on such     
                            payment date are paid to the certificateholders in  
                            the order of priority discussed in Note 5.          
                            
                            On the Closing Date, certificates were issued by the
                            Trust to ED as partial payments for the Loans. In
                            December 1989, ED sold, through a private placement,
                            all of its ownership interest in the Trust.
                              
2.   Summary of             (a) College and University Facility Loans           
     Significant                                                                
     Accounting             The Loans were purchased and recorded at a discount 
     Policies               below par. Pursuant to a "no-action letter" that the
                            Trust received from the Securities and Exchange     
                            Commission, the Loans (included in investments in   
                            the accompanying balance sheet) are being accounted 
                            for under the amortized cost method of accounting.  
                            Under this method, the difference between the cost  
                            of each Loan to the Trust and the scheduled         
                            principal and interest payments is amortized,       
                            assuming no prepayments of principal, and included  
                            in the Trust's income by applying the Loan's        
                            effective interest rate to the amortized cost of    
                            that Loan. The remaining balance of the purchase    
                            discount on the Loans as of November 30, 1996 was   
                            approximately $44,253,000. As a result of           
                            prepayments of Loans in the year ended November 30, 
                            1996, additional interest income of approximately   
                            $1,430,000 was recognized.                          


                                                                               9

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

2.   Summary of             (a) College and University Facility Loans           
     Significant            (Continued)                                         
     Accounting                                                                 
     Policies               The Trust's policy is to discontinue the accrual of 
     (Continued)            interest on Loans for which payment of principal or 
                            interest is 180 days or more past due or for such   
                            other Loans as considered necessary by management if
                            collection of interest and principal is doubtful.   
                            When a Loan is placed on nonaccrual status, all     
                            previously accrued but uncollected interest is      
                            reversed against the current period's interest      
                            income. Subsequently, interest income is recorded   
                            when received. Payments are applied to interest     
                            first with the balance, if any, applied to          
                            principal. At November 30, 1996, two loans had been 
                            placed on nonaccrual status, as discussed in Note 6.
                                                                                
                            (b) Other Investments                               
                                                                                
                            Other investments, which are included in Investments
                            on the accompanying balance sheet, consist of two   
                            unsecured investment agreements issued by the       
                            Federal National Mortgage Association bearing fixed 
                            rates of interest of 5% and 8%. These investments   
                            are carried at cost. These investment agreements    
                            terminate on the earlier of December 1, 2014 or the 
                            date on which the bonds are paid-in-full.           
                                                                                
                            (c) Federal Income Taxes                            
                                                                                
                            It is the Trust's policy to comply with the         
                            requirements applicable to a regulated investment   
                            company under Subchapter M of the Internal Revenue  
                            Code of 1986, as amended, and to distribute         
                            substantially all of its investment company taxable 
                            income to its certificateholders each year.         
                            Accordingly, no federal or state income tax         
                            provision is required.                              
                                                                                
                            For tax purposes, the Loans were transferred to the 
                            Trust at their face values. Accordingly, the        
                            accretion of the purchase discount creates a        
                            permanent book-tax difference.                      
                                                                                
                            
                                                                              10

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

2.   Summary of             (d) Deferred Bond Issuance Costs                    
     Significant                                                                
     Accounting             Deferred Bond issuance costs are being amortized    
     Policies               using the effective interest-rate method, assuming  
     (Continued)            that all mandatory semiannual payments will be made 
                            on the term bonds as discussed in Note 3.
                                                                                
                            (e) Accounting for Impairment of a Loan and         
                            Allowance for Possible Loan Losses                  
                                                                                
                            The Trust accounts for credit losses in accordance  
                            with Statement of Financial Accounting Standards    
                            (SFAS) No. 114, Accounting by Creditors for         
                            Impairment of a Loan, as amended by SFAS No. 118    
                            (hereafter collectively referred to as SFAS 114).   
                            SFAS 114 requires that impaired loans, as defined,  
                            be measured based on the present value of the       
                            expected future cash flows discounted at the loan's 
                            effective interest rate or the fair value of the    
                            collateral if the loan is collateral dependent.     
                                                                                
                            Management is responsible for establishing an       
                            allowance for possible loan losses based on its best
                            estimate of losses that might occur. Ultimate losses
                            may vary from the current estimate. This estimate is
                            reviewed periodically, and as a provision to the    
                            allowance for possible loan losses becomes          
                            necessary, it is reported in the period in which it 
                            becomes known. Allowances are established for those 
                            loans that, in the opinion of management, are deemed
                            to be impaired and potentially uncollectible.       
                                                                                
                            The allowance for possible loan losses is based on  
                            management's evaluation of the level of the         
                            allowance required in relation to the estimated loss
                            exposure in the loan portfolio. Factors considered  
                            in evaluating the adequacy of the allowance include 
                            previous loss                                       
                            
                            
                                                                              11

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

2.   Summary of             experience, current economic conditions and their  
     Significant            effect on borrowers, the performance of individual  
     Accounting             Loans in relation to contract terms, adverse        
     Policies               situations that may affect the borrower's ability to
     (Continued)            pay, and the estimated fair values of collateral.   
                                                                                
                            The factors discussed above are inherently difficult
                            to predict. Accordingly, the final outcome of these 
                            estimates and the ultimate realization of amounts on
                            certain Loans may vary significantly from the       
                            amounts reflected in the accompanying financial     
                            statements.                                         
                                                                                
                            (f) Presentation of Capital Distributions           
                                                                                
                            Capital distributions are accounted for in          
                            accordance with the American Institute of Certified 
                            Public Accountants Statement of Position 93-2,      
                            "Determination, Disclosure and Financial Statement  
                            Presentation of Income, Capital Gain and Return of  
                            Capital Distributions by Investment Companies" (SOP 
                            93-2). SOP 93-2 requires the Trust to report        
                            distributions that are in excess of tax basis       
                            earnings and profits as a tax return of capital and 
                            to present the capital accounts on a basis that     
                            approximates the amounts that are available for     
                            future distributions on a tax basis.                
                                                                                
                            As all tax earnings and profits have been           
                            distributed, accumulated undistributed net          
                            investment income has been reclassified as paid-in  
                            capital. These reclassifications result from        
                            permanent book and tax differences such as the      
                            receipt of tax-exempt interest income on certain    
                            Loans, the related interest expense on the Bonds,   
                            and the accretion of purchase discount on the Loans.
                            Amounts deducted for the loan loss reserve and      
                            dividends payable are not currently deductible for  
                            tax purposes and have been reclassified as an       
                            accumulated deficit. These reclassifications had no 
                            impact on the net investment income or net assets of
                            the Trust.                                          
                                                                                
                            The Trust made $507,770 of distributions which were 
                            considered a tax return of capital for the fiscal   
                            year ending November 30, 1996.                      


                                                                              12

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

2.   Summary of             (g) Use of Estimates                                
     Significant                                                                
     Accounting             The preparation of financial statements in          
     Policies               conformity with generally accepted accounting       
     (Continued)            principles requires management to make estimates and
                            assumptions that affect the reported amounts of     
                            assets and liabilities at the date of the financial 
                            statements and the reported amounts of revenues and 
                            expenses during the reporting period. Actual results
                            could differ from those estimates.                  
                                                                                
3.   Bonds                  The Bonds outstanding at November 30, 1996 consist 
                            of the following:

                                                                       Principal
                                      Interest                           Amount
                            Type        Rate       Stated Maturity       (000s)
                            ====================================================

                            Term       10.20%      June 1, 2002         $37 908
                            Term       10.55       December 1, 2014      37 577
                            ----------------------------------------------------
                                                                        $75 485
                            ====================================================

                            The Bonds maturing on June 1, 2002 are being
                            redeemed, in part, on a pro rata basis by
                            application of mandatory semiannual payments and
                            commencing December 1, 2002, the Bonds maturing on
                            December 1, 2014 will also be redeemed on a pro rata
                            basis. The redemption price is equal to 100% of the
                            principal amount to be redeemed plus interest
                            accrued to the redemption date.

                            Interest on the Bonds is payable semiannually. On
                            December 2, 1996, the Trust made the mandatory
                            redemption of $3,996,747 on the Bonds maturing on
                            June 1, 2002.

                            The aggregate scheduled maturities of the Bonds,
                            including the scheduled mandatory redemptions at
                            November 30, 1996, are as follows:


                                                                              13

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

3.   Bonds                                                                Amount
     (Continued)            Fiscal Year                                   (000s)
                            ====================================================

                            1997                                           7 232
                            1998                                           6 912
                            1999                                           6 829
                            2000                                           6 169
                            2001                                           5 570
                            Thereafter                                    42 773
                            ----------------------------------------------------
                            Total                                        $75 485
                            ====================================================

                            The Bonds are not subject to optional redemption by
                            either the Trust or the bondholders.

                            In the event the Trust realizes negative cash flows,
                            various reserve funds have been established and
                            maintained such that, on or before such bond payment
                            date, such funds may be used by the Bond Trustee to
                            make any required payments on the Bonds and to pay
                            operating expenses of the Trust.

                            As required by the Indenture, the scheduled future
                            cash flows for Loans that are in default are
                            excluded from the calculation of the reserve fund
                            requirement. The impact of excluding Loans in
                            default from the calculation increases the reserve
                            fund requirement. The cash flows from the December
                            1, 1995 and June 3, 1996 Bond Payments were
                            sufficient to satisfy the maximum funding
                            requirement of $7,249,868 and $7,403,319,
                            respectively.

4.   Administrative         (a) Servicer
     Agreements
                            As compensation for the services provided under the
                            servicing agreement, General Electric Capital
                            Corporation (GECC) receives a collection fee. This
                            fee is paid semiannually with respect to


                                                                              14

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

4.   Administrative         each Loan on each date of payment for such Loan. The
     Agreements             fee is equal to .055 of 1% of the outstanding       
     (Continued)            principal balance of such Loan divided by the number
                            of payments of principal and interest for such Loan 
                            in a calendar year. For the period ended November   
                            30, 1996, this fee totaled $69,110. GECC was also   
                            reimbursed for other related expenses of $21,799.   
                                                                                
                            (b) Trustees                                        
                                                                                
                            As compensation for services provided, the Owner and
                            Bond Trustees are entitled under the Declaration of 
                            Trust and the Indenture to receive the following    
                            fees:                                               
                                                                                
                            o The Owner Trustee, in its capacities as manager of
                              the Trust and as Owner Trustee, received fees of  
                              $11,950 and $10,755, respectively, for the year   
                              ended November 30, 1996. In addition, the Owner   
                              Trustee was reimbursed $2,777 for out-of-pocket   
                              expenses.                                         
                                                                                
                            o The Bond Trustee is entitled to an annual fee     
                              equal to .025 of 1% of the aggregate outstanding  
                              principal of the Bonds on the bond payment date   
                              immediately preceding the date of payment of such 
                              fee. The fee is payable semiannually, in advance, 
                              on each bond payment date. The Bond Trustee is    
                              also reimbursed for out-of-pocket expenses in an  
                              amount not to exceed 4% of the applicable annual  
                              fee. For the year ended November 30, 1996, the    
                              fees amounted to $19,997. In addition, the Bond   
                              Trustee was reimbursed $769 for out-of-pocket     
                              expenses.                                         

5.   Certificates           The certificates comprise two classes, namely 13.25%
                            Class A Preferred and Class B. The Class A Preferred
                            certificates have preference over the Class B
                            certificates with respect to the payment of
                            dividends, rights of redemption and liquidation
                            payments. Dividends on the Class A Preferred
                            certificates are payable in cash on each
                            Distribution Date (defined below) at the rate of
                            13.25% per annum from amounts received by the Owner
                            Trustee pursuant to the Declaration of Trust. To the
                            extent that such amounts are not sufficient to pay
                            accrued dividends on any Class A Preferred
                            certificates on any Distribution Date, such
                            dividends will be paid in additional certificates of
                            the Class A Preferred certificates. The Class A
                            Preferred certificates are required to be


                                                                              15

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

5.   Certificates           redeemed by the Trust, in whole or in part, on any  
     (Continued)            Distribution Date to the extent of the amount on    
                            deposit to the credit of the Revenue Fund, as       
                            discussed in Note 1, and after all accrued but      
                            unpaid dividends thereon have been paid in full. No 
                            distributions on the Class B certificates may be    
                            made until all Class A Preferred certificates have  
                            been fully redeemed. Following the redemption in    
                            full of the Class A Preferred certificates, on each 
                            Distribution Date, the holders of the Class B       
                            certificates will receive amounts paid to the Owner 
                            Trustee pursuant to the Declaration of Trust, pro   
                            rata, in the same proportion that the par value of  
                            the certificates evidenced by each Class B          
                            certificate bears to the sum of the par value of the
                            certificates evidenced by all of the Class B        
                            certificates.                                       

                            Dividends and other payments are distributed to the
                            certificateholders, while the Bonds are outstanding,
                            on the second business day in each June and December
                            (the Distribution Date) and, after the Bonds are
                            paid in full, on the first business day of each
                            month.

                            As a result of the shortfall in the reserve fund at
                            June 1, 1995, there was no cash available for
                            distribution to the certificateholders and the trust
                            issued additional Class A Preferred certificates to
                            pay the accrued dividends of $346,746.

                            On December 2, 1996, the Trust paid $927,627 to the
                            holders of the Class A Preferred certificates, of
                            which $322,773 was for payment of dividends and
                            $604,854 was a redemption of Class A Preferred
                            certificates. These payments are reflected as
                            liabilities in the accompanying balance sheet.

                            The certificateholders shall each be entitled to one
                            vote per certificate.


                                                                              16

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

6.   Allowance for          An analysis of the allowance for possible loan   
     Possible Loan          losses for the year ended November 30, 1996 is   
     Losses                 summarized as follows:                           
                            
                            Balance, beginning of year                  $525 000
                            Provision                                    200 000
                            Charge-offs                                        -
                            ----------------------------------------------------

                            Balance, end of year                        $725 000
                            ====================================================

                            At November 30, 1996, the recorded investment in
                            loans that are considered to be impaired under SFAS
                            114 was approximately $1,753,000 with a related
                            allowance for possible loan losses of $517,000.

                            The average recorded investment in impaired loans
                            during the year ended November 30, 1996 was
                            approximately $1,803,000. For the year ended
                            November 30, 1996, interest income recognized on
                            impaired loans was approximately $69,000.

                            The amortized cost of the loans placed on nonaccrual
                            status is approximately $1,225,000 at November 30,
                            1996. See "Accounting for Impairment of a Loan and
                            Allowance for Possible Loan Losses" for a discussion
                            of the Trust's impaired loan accounting policy.


                                                                              17

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

7.   Loans                  Scheduled principal and interest payments on the
                            Loans as of November 30, 1996, excluding payments
                            for Loans in Default, as defined in the Indenture,
                            are as follows:

                                              Principal    Interest
                                              Payments     Payments       Total
                            Fiscal Year        (000s)       (000s)       (000s)
                            ====================================================
                            1997             $ 10 773      $ 3 547      $ 14 320
                            1998               10 615        3 148        13 763
                            1999                9 984        2 810        12 794
                            2000                8 777        2 497        11 274
                            2001                8 238        2 214        10 452
                            Thereafter         64 441       13 159        77 600
                            ----------------------------------------------------
                            Total            $112 828      $27 375      $140 203
                            ====================================================

                            Expected payments may differ from contractual
                            payments because borrowers may prepay or default on
                            their obligations. Accordingly, actual principal and
                            interest payments on the Loans may vary
                            significantly from the scheduled payments.

                            The following analysis summarizes the stratification
                            of the loan portfolio by type of collateral and
                            institution as of November 30, 1996:

                                                              Amortized
                                                     Number     Cost
                            Type of Collateral      of Loans    (000s)        %
                            ====================================================

                            Loans secured by a
                            first mortgage             145     $33 892     47.3%

                            Loans not secured by
                            a first mortgage            92      37 729     52.7%
                            ----------------------------------------------------
                            Total Loans                237     $71 621    100.0%
                            ====================================================


                                                                              18

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

7.   Loans                                                      Amortized
     (Continued)                                      Number      Cost
                            Type of Institution      of Loans     (000s)       %
                            ====================================================

                            Private                    152      $33 855    47.3%
                            Public                      85       37 766    52.7
                            ----------------------------------------------------
                            Total Loans                237      $71 621   100.0%
                            ====================================================

                            The ability of a borrower to meet future debt
                            service payments on a Loan will depend on a number
                            of factors relevant to the financial condition of
                            such borrower, including, among others, the size and
                            diversity of the borrower's sources of revenues;
                            enrollment trends; reputation; management expertise;
                            the availability and restrictions on the use of
                            endowments and other funds; the quality and
                            maintenance costs of the borrower's facilities; and,
                            in the case of some Loans to public institutions
                            which are obligations of a state, the financial
                            condition of the relevant state or other
                            governmental entity and its policies with respect to
                            education. The ability of a borrower to maintain
                            enrollment levels will depend on such factors as
                            tuition costs, geographical location, geographic
                            diversity, quality of the student body, quality of
                            the faculty and the diversity of program offerings.

                            The collateral for Loans that are secured by a
                            mortgage on real estate generally consists of
                            special purpose facilities, such as dormitories,
                            dining halls and gymnasiums, which are integral
                            components of the overall educational setting. As a
                            result, in the event of borrower default on a Loan,
                            the Trust's ability to realize the outstanding
                            balance of the Loan through the sale of the
                            underlying collateral may be negatively impacted by
                            the special purpose nature and location of such
                            collateral.


                                                                              19

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

7.   Loans                  A number of borrowers are currently experiencing    
     (Continued)            adverse changes in their financial condition due to 
                            declining enrollment, increasing costs and a decline
                            in endowments, grants, private gifts, and State and 
                            Federal funding. Many of these potentially troubled 
                            borrowers are developing and implementing strategic 
                            plans to improve their financial position; the plans
                            generally include taking actions to control costs   
                            and increase revenues through tuition increases,    
                            fundraising campaigns, higher enrollment and a      
                            reduction of faculty.                               
                                                                                
                            Due to the special purpose nature of the borrowers' 
                            properties, the ability of such troubled borrowers  
                            to repay their loans may ultimately be dependent on 
                            the future success of the institutions' programs.   
                            
8.   Fair Value             SFAS No. 107, "Disclosures about Fair Value of      
     of Financial           Financial Instruments," allows for the use of a wide
     Instruments            range of valuation techniques; therefore, it may be 
                            difficult to compare the Trust's fair value         
                            information to public market information or to other
                            fair value information. Accordingly, the fair value 
                            information presented below does not purport to     
                            represent, and should not be construed to represent,
                            the underlying "market" value of the Trust's net    
                            assets or the amounts that would result from the    
                            sale or settlement of the related financial         
                            instruments. Further, as the assumptions inherent in
                            fair value estimates change, the fair value         
                            estimates will change.                              
                                                                                
                            Current market prices are not available for most of 
                            the Trust's financial instruments since an active   
                            market generally does not exist for such            
                            instruments. In accordance with the terms of the    
                            Indenture, the Trust is required to hold all of the 
                            Loans to maturity and to use the cash flows         
                            therefrom to retire the Bonds. Accordingly, the     
                            Trust has estimated the fair values of its financial
                            instruments using a discounted cash flow            
                            methodology. This methodology is similar to the     
                            approach used at the formation of the Trust to      
                            determine the carrying amounts of these             
                            

                                                                              20

<PAGE>

                                           College and University
                                          Facility Loan Trust One
  
                                    Notes to Financial Statements
 
================================================================================

8.   Fair Value             instruments for financial reporting purposes. In    
     of Financial           applying the methodology, the calculations have been
     Instruments            adjusted for the change in the relevant market rates
     (Continued)            of interest, the estimated duration of the          
                            instruments and an internally developed credit risk 
                            rating of the instruments. All calculations are     
                            based on the scheduled principal and interest       
                            payments on the Loans because the prepayment rate on
                            these loans is not subject to estimate.             
                                                                                
                            The estimated fair value of each category of the    
                            Trust's financial instruments and the related book  
                            value presented in the accompanying balance sheet as
                            of November 30, 1996 are as follows:                
                            
                                                       Book Value     Fair Value
                                                         (000s)         (000s)
                            ====================================================

                            Loans                       $70 896*      $ 96 319 

                            Investment Agreements:
                             Revenue Fund                17 561         15 288
                             Liquidity Fund               2 704          1 870
                            ----------------------------------------------------

                                                        $91 161       $113 477
                            ====================================================

                            Bonds                       $75 485       $ 92 208
                            ====================================================

                            * Net of Allowance for Possible Loan Losses of
                            $725,000.


                                                                              21

<PAGE>
                 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST ONE

                             SCHEDULE OF INVESTMENTS

                                NOVEMBER 30, 1996

                          (Dollar Amounts in Thousands)
                                   (Continued)
                                    
<TABLE>
<CAPTION>
Outstanding                                                          Stated                        Internal  Amortized
Principal                                                            Interest     Maturity         Rate of   Cost (Notes
Balance         Description                                          Rate %       Date             Return %  1 and 2)
- -               -                                                    -            -                -         -            
           <C>  <S>                                                  <C>          <C>              <C>             <C>
                COLLEGE AND UNIVERSITY LOANS (77.8%)                                                               
                ---------- A ---------                                                                             
          $1470 Albion College                                          3.00      10/01/2015       12.51            $720
            151 Albion College                                          3.00      11/01/1999       12.74             126
            180 Albright College                                        3.50      05/01/2001       11.70              151
            437 Alfred University                                       3.00      11/01/2007       12.41             272
            101 Allegheny College                                       3.00      07/01/1999       12.73              85
            102 Allegheny College                                       3.50      07/01/2001       12.83              79
            605 Alma College                                            3.00      04/01/2010       11.87             364
            350 Alverno College                                         3.375     10/01/2003       12.52             252
            188 American Graduate School of                                                                        
                  International Management                              3.00      11/01/2010       12.59             108
            310 Anderson College                                        3.00      03/01/2010       13.02             177
           1189 Appalachian State University                         3.00-3.625   07/01/2004       11.80             845
             36 Arizona State University                                2.875     10/01/1997       11.94              33
            487 Arizona State University                                3.50      10/01/2003       11.72             366
            221 Atlantic Union College                                  3.00      05/01/2023       12.68              91
           1530 Augsburg College                                        3.00      04/01/2016       12.95             736
            868 Azusa Pacific University                                3.00      04/01/2017       12.96             405
                ---------- B ---------                                                                             
            725 Baptist College at Charleston                           3.00      03/01/2014       12.96             366
             91 Barnard College                                         3.125     04/01/1999       12.82              80
            101 Benedict College                                        3.00      11/01/2006       12.42              65
             31 Bethune-Cookman College                                 3.00      10/01/2000       12.71              25
            343 Birmingham-Southern College                             3.00      10/01/2006       12.48             227
            500 Birmingham-Southern College                             3.00      10/01/2010       12.47             283
            166 Black Hills State College                               3.00      10/01/2005       11.76             115
            120 Black Hills State College                               3.00      10/01/2007       11.77              78
            951 Boston University                                       3.00      12/31/2022       11.87             416
            224 Bryan College                                           3.00      02/01/2010       12.68             129
             66 Buena Vista College                                     3.625     02/01/2001       13.45              53
            223 Buena Vista College                                     3.00      11/01/2009       12.41             130
                ---------- C ---------                                                                             
           2350 California State University                             3.00      11/01/2012       10.57            1398
            662 Carnegie - Mellon University                            3.00      11/01/2017       10.45             361
           2155 Case Western Reserve University                         3.00      04/01/2016       10.54            1204
             50 Centenary College of Louisiana                          2.875     10/01/1999       12.82              42
             26 Central Missouri State                                  2.875     07/01/1997       11.89              24
</TABLE>

<PAGE>

<TABLE>
          <C>  <S>                                                  <C>          <C>              <C>               <C>
          $ 192 Central Missouri State                                  3.125     07/01/2000       11.83            $156
            324 Central Missouri State                                  3.50      07/01/2001       11.80             255
             20 Central State College                                   2.75      12/01/1996       10.66              19
            284 Central Washington University                           3.50      10/01/1999       10.99             249
            809 Central Washington University                           3.75      10/01/2004       11.03             612
             52 Chaminade College of Honolulu                           3.50      10/01/2002       12.55              39
            313 Chaminade College of Honolulu                           3.00      10/01/2011       12.47             173
            101 Champlain College                                       3.00      10/01/2010       12.66              57
            332 Claflin College                                         3.00      11/01/2002       12.57             249
            148 Clark College                                           3.00      11/01/1999       12.75             125
           1080 College of Charleston                                   3.00      07/01/2016       12.02             527
            645 College of St. Thomas                                   3.00      04/01/2017       12.95             302
            702 College of the Virgin Islands                           3.00      10/01/2004       11.83             494
             56 Colorado State University                               2.75      04/01/1997       12.63              53
            404 Colorado State University                               3.50      04/01/2001       12.17             330
           1325 Colorado State University                               3.625     04/01/2005       11.98             957
            424 Community College of Rhode Island                       3.00      04/01/2018       12.10             204
            815 Concordia College                                       3.00      05/01/2011       12.64             457
            103 Contra Costa College                                    3.00      04/01/2009       12.34              63
             84 Cornell University                                      3.00      11/01/1999       10.84              73
            408 Curry College                                           3.00      04/01/2010       12.74             235
                ---------- D ---------                                                                             
             43 Dana College                                            3.50      04/01/2001       13.39              34
            355 Daniel Webster College                                  3.00      04/01/2019       12.99             156
            414 Dean Junior College                                     3.00      04/01/2016       12.96             202
             67 Dillard University                                      3.375     04/01/2002       13.41              53
            108 Dillard University                                      3.00      11/01/2000       12.68              87
             30 Dormitory Authority of New York                         3.00      07/01/1998       12.77              23
           1310 Drake University                                        3.00      10/01/2012       12.71             701
            200 Drexel University                                       3.75      05/01/2000       11.72             176
                ---------- E ---------                                                                             
            512 Eckerd College                                          3.50      07/01/2003       12.53             369
             65 Eckerd College                                          3.75      03/01/2005       13.04              45
            163 Emory University                                        3.375     07/01/2002       12.59             124
            365 Emory University                                        3.375     03/01/2003       13.25             269
            505 Emporia State University                                3.00      04/01/2009       12.33             309
                ---------- F ---------                                                                             
            349 Fairleigh Dickinson University                          3.50      11/01/2003       11.66             261
            123 Fairleigh Dickinson University                          3.00      11/01/2020       12.09              56
             38 Findlay College                                         3.375     07/01/2002       12.56              28
             30 Findlay College                                         3.00      11/01/1997       12.96              27
            410 Florida Atlantic University                             3.00      07/01/2006       11.85             268
             82 Florida Institute of Technology                         3.00      02/01/2006       13.17              53
            190 Foothill College                                        3.00      10/01/2006       11.76             125
             58 Fort Hays State University                              3.00      10/01/1998       11.88              51
            314 Fort Hays State University                              3.375     10/01/2002       11.74             241
             61 Fort Lewis College                                      3.125     10/01/1999       11.84              52
                ---------- G ---------                                                                             
            859 Gordon College                                          3.50      04/01/2013       12.84             469
           1430 Grambling State University                           3.00-3.75    10/01/2005       11.70             999
</TABLE>

<PAGE>
                                                                                
<TABLE>
          <C>   <S>                                                  <C>          <C>             <C>              <C>
                ---------- H ---------                                                                             
          $ 156 Hampshire College                                       3.00      11/01/2006       12.43            $101
            770 Harcum Junior College                                   3.00      11/01/2015       12.44             379
            470 Haverford College                                       3.625     11/01/2013       12.29             259
             51 High Point College                                      3.375     12/01/2002       11.63              37
            185 High Point College                                      3.00      12/01/2007       11.72             112
                ---------- I ---------                                                                             
           1135 Indiana University                                      3.50      04/01/2000       11.56             974
            284 Inter American University of San Juan                2.75-3.00    12/01/2001       11.63             230
           1225 Iowa State University of Ames                           3.00      07/01/2007       10.63             820
                ---------- J ---------                                                                             
            500 Jackson State University                                3.00      01/01/2007       12.50             320
            100 Jarvis Christian College                                3.50      04/01/2001       13.41              79
            602 Jarvis Christian College                                3.00      04/01/2019       12.96             269
             37 John Carroll University                                 2.75      01/01/1997       14.22              35
                ---------- K ---------                                                                             
             66 Kansas Newman College                                   3.125     04/01/2000       13.71              56
            183 Kansas Newman College                                   3.00      04/01/2006       13.10             118
            385 Kansas State University                                 3.375     04/01/2002       11.79             305
            134 Kansas State University                                 3.50      04/01/2000       11.52             115
            363 Kent State University                                   2.875     12/01/1999       10.01             321
           1570 Kent State University                                   3.00      12/01/2008       10.55            1031
            152 Kenyon College                                          3.00      11/01/1999       10.69             131
            113 Kirksville College of Kirksville, Missouri              3.125     12/01/2000       11.63              93
            208 Knox College                                            3.00      05/01/2007       12.72             132
                ---------- L ---------                                                                             
             49 Lambuth College                                         3.00      05/01/1998       14.06              46
            285 Laredo Junior College                                   3.00      08/01/2009       11.82             170
            168 Lawrence University                                     3.375     04/01/2002       13.34             128
             31 Lincoln College                                         3.00      12/01/1998       11.63              27
            105 Linfield College                                        3.125     10/01/1999       12.80              87
            660 Long Island University                                  3.00      06/01/2016       12.34             315
            808 Long Island University                                  3.75      10/01/2005       12.42             556
            225 Louisiana State University                              3.50      07/01/2002       10.50             183
            760 Louisiana State University                              3.50      04/01/2002       11.10             616
            257 Louisiana Tech University                               3.50      04/01/2000       12.72             223
            170 Loyola University - Mundelein Branch                    3.125     10/01/2000       12.70              136
             49 Lynchburg College                                       3.00      11/01/1998       12.83              43
                ---------- M ---------                                                                             
            520 McKendree College                                       3.00      04/01/2007       13.07             326
             18 Medical College of Wisconsin                            3.00      10/01/1997       13.01              16
            170 Medical College of Wisconsin                            3.00      10/01/1999       12.79             141
             11 Menlo College                                           2.875     04/01/1997       14.28              10
             80 Merrimack College                                       2.875     04/01/1999       13.83              69
            801 Michigan State University                               3.00      05/01/2020       10.96             417
           1608 Middlebury College                                      3.00      04/01/2018       12.87             815
             65 Midland Lutheran College                                3.50      04/01/2001       13.41              52
             56 Midland Lutheran College                                2.875     04/01/1999       13.77              48
            260 Mississippi State University                            2.75      12/01/1997       10.70              238
            495 Mississippi State University                            3.50      12/01/2001       10.82             409
</TABLE>


<PAGE>

<TABLE>
          <C>   <S>                                                   <C>        <C>               <C>             <C>
          $ 120 Mississippi Valley State                                3.00      07/01/2008       11.89            $ 75
            633 Missouri Southern State College                         3.00      12/01/2008       10.56             414
            361 Missouri Western State College                          3.00      10/01/2008       11.77             224
            482 Montclair State College                                 3.00      07/01/2008       11.32             304
            315 Monterey Peninsula College                              3.00      10/01/2018       11.95             147
            123 Montreat-Anderson College                               3.00      12/01/2019       12.19              57
            337 Moravian College                                        3.00      11/01/2000       12.67             269
             42 Morehouse College                                       2.875     07/01/1999       10.48              36
            136 Morehouse College                                       3.375     07/01/2001       10.57             110
           1053 Morris College                                          3.00      11/01/2013       12.42             547
                ---------- N ---------                                                                             
            439 New England College                                     3.625     10/01/2013       12.37             243
           1095 New England College                                     3.00      04/01/2019       12.96             490
              1 North Carolina Agriculture                                                                         
                  and Technical State University                        3.00      07/01/1997        9.35               1
            140 North Carolina Agriculture                                                                         
                  and Technical State University                        3.75      07/01/2004       10.02             108
             35 North Carolina Central University                       3.00      11/01/1998       11.83              31
           1220 North Carolina State University                         3.00      09/01/2006        8.02             948
            168 North Carolina State University                         3.00      09/01/1998        6.63             159
            134 Northeastern University                                 3.00      05/01/1999       13.10              113
            155 Northwest Nazarene College                              3.00      11/01/2001       12.60              119
                ---------- O ---------                                                                             
            135 Occidental College                                      3.50      10/01/2001       12.62             105
            244 Ohio Valley Hospital                                    3.75      10/01/2005       12.43             174
           2350 Old Dominion University                                 3.00      06/01/2013       11.70             1263
            154 Ouachita Baptist University                             3.375     12/01/2002       11.63             113
                ---------- P ---------                                                                             
             89 Pacific University                                      3.50      10/01/2001       12.66              71
            108 Pacific University                                      3.00      11/01/1999       12.75              90
             59 Pan American University                                 3.50      10/01/2000       11.00              50
              5 Paul Quinn College                                      3.00      09/01/1998        8.06               5
            444 Pittsburg State University                              3.75      04/01/2005       12.30             321
            550 Point Loma Nazarene College                             3.75      04/01/2005       13.05             386
             57 Post College                                            3.00      10/01/1998       12.90              49
            125 Providence Hospital                                     3.375     01/01/2002       11.33              99
            710 Purdue University                                       3.50      07/01/2001       10.26             582
                ---------- R ---------                                                                             
             13 Reed College                                            2.875     10/01/1997       13.03              12
            293 Riverside Hospital                                      3.00      04/01/2007       13.09             186
            743 Rivier College                                          3.625     04/01/2014       12.78             402
                ---------- S ---------                                                                             
            425 San Diego State University                              3.00      11/01/2021       11.93             189
            885 San Francisco State University                          3.00      11/01/2021       11.93             395
           1218 Sarah Lawrence College                                  3.00      11/01/2021       12.64             530
            348 Scripps College                                         3.00      10/01/2005       12.51             233
            150 Simpson College                                         3.375     07/01/2001       12.18             114
            211 South Dakota State University                           3.125     04/01/2000       12.76             183
</TABLE>
<PAGE>

<TABLE>
          <C>   <S>                                                   <C>         <C>              <C>             <C>
          $1625 South Dakota State University                           3.00      04/01/2016       12.31           $ 818
             52 South Plains Junior College District                    3.125     10/01/1999       11.85              44
           1495 Southeast Missouri State                                3.50      04/01/2005       12.32            1059
            306 Southern Arkansas University                            3.75      10/01/2004       11.76             225
            245 Southern Methodist University                           3.00      10/01/1998       12.87             212
             65 Southern Nazarene University                            3.125     04/01/2000       13.60              54
             91 Spring Arbor College                                    3.00      11/01/2000       12.67              73
            194 Springfield College                                     3.00      05/01/2011       12.59             109
            106 St. Augustine's College                                 3.00      11/01/2001       12.61              82
            227 St. Edward's University                                 3.625     04/01/2013       12.80             125
            385 St. Francis College                                     3.50      05/01/2001       12.88             310
             47 St. Mary's University of San Antonio                    3.00      10/01/1997       13.01              43
            489 St. Mary's University of San Antonio                    3.75      11/01/2002       12.47             373
             22 St. Michael's College                                   2.875     04/01/1997       14.19              21
            250 St. Michael's College                                   3.00      04/01/2008       13.06             156
            491 Stanford University                                     3.125     04/01/2002        9.82             419
            305 Stanford University                                     3.00      05/01/1999        9.61             280
            996 Stanford University                                     3.00      05/01/2024       10.40             484
            106 Stetson University                                      3.50      09/01/2001       12.48              84
             42 Stillman College                                        3.00      02/01/2007       13.24              27
           2876 Suomi College (A)                                       3.00      08/01/2014       12.70            1070
            190 Susquehanna University                                  3.00      11/01/2006       12.44             122
            450 Susquehanna University                                  3.625     11/01/2014       12.32             243
            156 Swarthmore College                                      3.00      11/01/2013       12.30              82
                ---------- T ---------                                                                             
            715 Taylor University                                       3.00      10/01/2010       12.45             404
            543 Temple University                                       3.375     11/01/2014       11.99             297
            345 Temple University                                       2.875     05/01/1999       13.18             298
            140 Texas Christian University                              3.00      04/01/1998       13.97             126
            358 Texas College                                           3.00      04/01/2007       13.09             226
            778 Texas Tech University                                   3.625     03/01/2013       10.80             477
           5570 Texas Tech University                                3.375-3.50   03/01/2012       10.83            3450
            136 Tougaloo College                                        3.00      06/01/2021       12.44              58
            866 Tufts University                                        3.625     10/01/2004       12.47             617
                ---------- U ---------                                                                             
             22 Union College                                           3.00      10/01/1997       10.23              20
           1976 University of Alabama                                   3.00      05/01/2021       12.27             889
            141 University of Alaska                                    3.125     04/01/2001       12.63             115
            251 University of Arkansas at Monticello                    3.625     04/01/2004       12.40             184
             39 University of Arkansas at Little Rock                   2.875     04/01/1999       12.01              34
             35 University of Chicago                                   2.75      01/01/1997       14.22              33
            110 University of Chicago                                   3.00      06/01/1998       12.59              95
             51 University of Chicago                                   3.50      12/01/2001       11.63              40
            951 University of Florida                                   3.00      01/01/1999       12.70             827
           1348 University of Florida                                   3.00      01/01/2005       12.51             929
           1230 University of Hawaii at Manoa                           3.00      10/01/2006       11.76             814
           1662 University of Missouri at Columbia                      3.625     05/01/2004       11.63            1289
             44 University of Missouri at Rolla                         2.875     05/01/1998       12.01              40
            114 University of Missouri at Rolla                         3.50      05/01/2003       11.68              89
            266 University of Montevallo                                3.00      05/01/2023       12.30             114
            155 University of Nebraska                                  3.00      07/01/2013       10.59              90
</TABLE>
<PAGE>

<TABLE>
          <C>   <S>                                                   <C>        <C>              <C>              <C>
          $ 453 University of North Carolina                            3.50      07/01/2002       10.60           $ 358
           1535 University of North Carolina                            3.00      01/01/2018       11.49             773
           1900 University of Notre Dame                                3.00      04/01/2018       12.95             866
            145 University of Pittsburgh                                3.00      11/01/1999        9.95             127
            326 University of Portland                                  3.00      04/01/2013       12.95             169
            784 University of Rochester                                 3.375     10/01/2002       10.77             664
           1325 University of Rochester                                 3.00      10/01/2006       10.92             908
            993 University of South Dakota                              3.625     10/01/2013       11.74             566
           2454 University of South Florida                             3.00      07/01/2013       11.97            1304
            329 University of Steubenville                              3.375     04/01/2012       12.88             182
            363 University of Steubenville                              3.00      04/01/2017       12.96             170
           3045 University of Vermont                                   3.00      10/01/2019       12.19            1409
            200 University of Washington                                3.50      08/01/2000       11.06             167
            170 Upsala College (A)                                      2.75      10/01/1996       12.65             155
            910 Utah State University                                   3.50      04/01/2002       11.76             725
                ---------- V ---------                                                                             
           1274 Vanderbilt University                                   3.00      08/01/2005       10.69             902
            855 Vanderbilt University                                   3.00      06/30/2009       10.39             557
                ---------- W ---------                                                                             
            325 West Virginia Institute of Technology                   3.00      06/01/1999       11.66             273
            484 West Virginia Wesleyan College                          3.50      05/01/2002       13.43             354
            215 Western Carolina University                             3.75      11/01/2001       11.67             173
           1470 Western Maryland College                                3.00      11/01/2016       12.44             707
            205 Western Washington University                           3.00      10/01/2007       11.16             135
            101 Whittier College                                        3.50      04/01/2001       13.53              83
                ---------- X ---------                                                                             
            600 Xavier University                                       3.00      10/01/2017       12.54             276
         ------                                                                                                   ------
        $115874 Total College and University Loans                                                                $71621
                                                                                                                   
                Allowance for Possible Loan Losses                                                                   725
                                                                                                                   
                Net College and University Loans                                                                   70896
                                                                                                                   
                                                                                                                   
                INVESTMENT AGREEMENTS (22.2%)                                                                      
                                                                                                                   
        $  2704 FNMA #787 Liquidity Fund                                8.00      12/01/2014        8             $ 2704
          17561 FNMA #786 Revenue Fund                                  5.00      12/01/2014        5              17561
        -------                                                                                                   ------
        $ 20265 Total Investment Agreements                                                                       $20265
        -------                                                                                                   ------
        $136139 Total Investments (100.0%)                                                                        $91161
</TABLE>

(A)  This institution has been placed on nonaccrual status as more fully
     described in Note 6.


<PAGE>

(Signature Page, to follow Item 79 at Screen Number 40, Page Number 33)

     This report is signed on behalf of the registrant in the City of Boston and
the Commonwealth of Massachusetts on the 29th day of January, 1997.

                                   COLLEGE AND UNIVERSITY FACILITY
                                    LOAN TRUST ONE

                                   By: State Street Bank and Trust Company,
                                   not in its individual capacity, but
                                   solely as Owner Trustee under a
                                   Declaration of Trust dated September 17,
                                   1987 as Amended and restated on
                                   September 29, 1987, and December 4,
                                   1989.

                                   By: James E. Schultz
                                       Assistant Secretary



<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the College
and University Facility Loan Trust One financial statement and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          NOV-30-1996
<PERIOD-END>                               NOV-30-1996
<INVESTMENTS-AT-COST>                            91161
<INVESTMENTS-AT-VALUE>                               0
<RECEIVABLES>                                     1579
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                              1188
<TOTAL-ASSETS>                                   93928
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                          75485
<OTHER-ITEMS-LIABILITIES>                         5076
<TOTAL-LIABILITIES>                              80561
<SENIOR-EQUITY>                                   4267
<PAID-IN-CAPITAL-COMMON>                          9145
<SHARES-COMMON-STOCK>                          1001643
<SHARES-COMMON-PRIOR>                          1001643
<ACCUMULATED-NII-CURRENT>                       (1048)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     13367
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                11210
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    8513
<NET-INVESTMENT-INCOME>                           2697
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             2497
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          679
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             709
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                           9145
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                8146
<GROSS-EXPENSE>                                   8513
<AVERAGE-NET-ASSETS>                             12850
<PER-SHARE-NAV-BEGIN>                             7.27
<PER-SHARE-NII>                                   2.69
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                               .17
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                               .51
<PER-SHARE-NAV-END>                               9.08
<EXPENSE-RATIO>                                    .66
<AVG-DEBT-OUTSTANDING>                           78890
<AVG-DEBT-PER-SHARE>                             78.76
        

</TABLE>


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