UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-05506 College and University Facility Loan Trust Two ----------------------------------- (Exact name of registrant as specified in charter) c/o U.S. Bank One Federal Street Boston, MA 02110 ----------------------------------- (Address of principal executive offices) (Zip code) Diana J. Kenneally U.S. Bank Corporate Trust Services One Federal Street Boston, MA 02110 ----------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (617) 603-6406 Date of fiscal year end: November 30 Date of reporting period: December 1, 2003 - May 31, 2004 ITEM 1. REPORT TO STOCKHOLDERS. College and University Facility Loan Trust Two Financial Statements Six Months Ended May 31, 2004 Accountants' Compilation Report To the Owner Trustee of College and University Facility Loan Trust Two We have compiled the accompanying statement of assets and liabilities of College and University Facility Loan Trust Two (the "Trust"), including the schedule of investments, as of May 31, 2004, and the related statements of operations, cash flows, changes in net assets and financial highlights for the six months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The financial information for the years ended November 30, 2003, 2002, 2001, 2000 and 1999, presented herein for comparative purposes, was audited by other auditors, whose report thereon dated January 29, 2004 expressed an unqualified opinion, except for the effect on the 2003 and 2002 financial statements of accounting for investments under the amortized cost method of accounting as described in Note 2 to the financial statements. A compilation is limited to presenting in the form of financial statements information that has been obtained from the books and records of the Trust. We have not audited or reviewed the accompanying financial statements or supplemental material and, accordingly, do not express an opinion or any other form of assurance on them. However, we did become aware of a departure from accounting principals generally accepted in the United States of America that is described in the following paragraph. As disclosed in Note 2 to the financial statements, the Trust is accounting for its investments under the amortized cost method of accounting, adjusted by an allowance for loan losses. Accounting principals generally accepted in the United States of America require that the investments be accounted for under the fair value method of accounting. Accounting for the investments under the fair value method of accounting, based on the Trust's estimate of fair value as described in Note 8, would result in an increase of approximately $23,219,000 in the recorded value of the investments and an increase in unrealized appreciation of investment of approximately $23,219,000 as of May 31, 2004. We are not independent with respect to College and University Facility Loan Trust Two. /s/ BDO Seidman, LLP July 15, 2004 College and University Facility Loan Trust Two Statement of Assets and Liabilities ================================================================================ May 31, 2003 ====================================================================================== Assets: Investments, at amortized cost, net of allowance for loan losses of $1,432,376 (Notes 2, 6, 7 and 8, and Schedule of Investments) $ 86,078,149 Cash 149,062 Prepaid expenses 13,750 Interest receivable 861,615 Deferred bond issuance costs (Note 2) 268,261 - -------------------------------------------------------------------------------------- Total assets 87,370,837 - -------------------------------------------------------------------------------------- Liabilities: Bonds payable, net of unamortized discount (Notes 3 and 8) 71,613,566 Interest payable (Note 3) 1,793,564 Accrued expenses and other liabilities 221,042 Distribution payable to Class B certificateholders (Note 5) 1,381,128 - -------------------------------------------------------------------------------------- Total liabilities 75,009,300 - -------------------------------------------------------------------------------------- Net Assets: Class B certificates, par value $1 - authorized, issued and outstanding - 1,763,800 certificates (Note 5) 1,763,800 Distributions in excess of tax earnings (Notes 2 and 5) (2,545,026) Additional paid-in capital (Note 2) 13,142,763 - -------------------------------------------------------------------------------------- Total net assets $ 12,361,537 ====================================================================================== Net asset value per Class B certificate (based on 1,763,800 certificates outstanding) $ 7.01 ====================================================================================== See accompanying accountants' compilation report and notes to financial statements. 3 College and University Facility Loan Trust Two Statement of Operations ================================================================================ Six months ended May 31, 2004 ====================================================================================== Investment income: Interest income (Note 2) $5,612,819 - -------------------------------------------------------------------------------------- Expenses: Interest expense (Notes 2 and 3) 3,756,425 Servicer fees (Note 4) 44,968 Trustee fees (Note 4) 22,665 Other trust and bond administration expenses 158,162 - -------------------------------------------------------------------------------------- Total expenses 3,982,220 - -------------------------------------------------------------------------------------- Net investment income 1,630,599 - -------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $1,630,599 ====================================================================================== See accompanying accountants' compilation report and notes to financial statements. 4 College and University Facility Loan Trust Two Statement of Cash Flows ================================================================================ Six months ended May 31, 2004 ====================================================================================== Cash flows from operating activities: Interest received $ 2,096,644 Interest paid (1,975,195) Operating expenses paid (280,004) - -------------------------------------------------------------------------------------- Net cash used in operating activities (158,555) - -------------------------------------------------------------------------------------- Cash flows from investing activities: Net increase in funds held under investment agreements 1,430,476 Principal payments on Loans 10,187,032 - -------------------------------------------------------------------------------------- Net cash provided by investing activities 11,617,508 - -------------------------------------------------------------------------------------- Cash flows from financing activities: Principal repayments on Bonds (9,081,538) Distributions to Class B certificateholders (2,278,353) - -------------------------------------------------------------------------------------- Net cash used in financing activities (11,359,891) - -------------------------------------------------------------------------------------- Net increase in cash 99,062 Cash, beginning of period 50,000 - -------------------------------------------------------------------------------------- Cash, end of period $ 149,062 ====================================================================================== 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 $ 1,630,599 Increase in prepaid expenses (13,750) Decrease in interest receivable 24,095 Decrease in accrued expenses and other liabilities (40,459) Decrease in Bond interest payable (181,631) Amortization of original issue discount on Bonds 1,933,026 Amortization of purchase discount on Loans (3,540,270) Amortization of deferred Bond issuance costs 29,835 - -------------------------------------------------------------------------------------- Net cash used in operating activities $ (158,555) ====================================================================================== See accompanying accountants' compilation report and notes to financial statements. 5 College and University Facility Loan Trust Two Statement of Changes in Net Assets (Note 2(f)) ================================================================================ For the Six Months Ended Year Ended May 31, November 30, 2004 2003 =================================================================================================== (Unaudited) (Audited) From operations: Net investment income $ 1,630,599 $ 1,838,312 - --------------------------------------------------------------------------------------------------- Net increase in net assets applicable to Class B certificateholders resulting from operations 1,630,599 1,838,312 - --------------------------------------------------------------------------------------------------- Capital certificate transactions: Distributions to Class B certificateholders (Note 5) 1,381,128 (3,204,355) - --------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets 249,471 (1,366,043) Net assets: Beginning of period 12,112,066 13,478,109 - --------------------------------------------------------------------------------------------------- End of period $12,361,537 $12,112,066 =================================================================================================== See accompanying accountants' compilation report and notes to financial statements. 6 College and University Facility Loan Trust Two Financial Highlights (Notes 1 and 5) ================================================================================ For the Six Months Ended Years Ended November 30, May 31, ------------------------------------------------------------------------------ 2004 2003 2002 2001 2000 1999 ==================================================================================================================================== (Unaudited) (Audited) ------------------------------------------------------------------------------ Net asset value, beginning of period $6.87 $ 7.64 $ 8.53 $ 9.01 $10.05 $ 9.45 Net investment income .92 1.04 1.37 1.15 1.34 1.38 Provision for loan losses -- -- -- -- (.17) -- Dividends to Class A Preferred certificateholders: From net investment income -- -- -- -- -- -- As tax return of capital -- -- -- -- -- (.11) Distribution to Class B certificateholders: As tax return of capital (.78) (1.81) (2.26) (1.63) (2.21) (.67) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $7.01 $ 6.87 $ 7.64 $ 8.53 $ 9.01 $10.05 ==================================================================================================================================== Total investment return (a) N/A N/A N/A N/A N/A N/A Net assets applicable to Class A Preferred certificates, end of period $ -- $ -- $ -- $ -- $ -- $ -- ==================================================================================================================================== Net assets applicable to Class B certificates, end of period $12,361,537 $12,112,066 $13,478,109 $15,039,698 $15,898,314 $17,724,801 ==================================================================================================================================== Ratios and Supplemental Data: Ratio of operating expenses to average net assets applicable to Class B certificates 65.09%(b)(c) 66.777%(b) 70.03%(b) 69.21%(b) 73.02%(b) 78.42%(b) Ratio of net investment income to average net assets applicable to Class B certificates 26.65(c) 14.37% 16.97% 13.05% 14.10% 14.13% Number of Class B certificates outstanding, end of period 1,763,800 1,763,800 1,763,800 1,763,800 1,763,800 1,763,800 (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 operating expenses to average net assets applicable to Class B Certificates was 3.69%(c), 3.26%, 2.76%, 2.72%, 2.53% and 2.57% in 2004, 2003, 2002, 2001, 2000 and 1999, respectively. (c) Annualized. See accompanying accountants' compilation report and notes to financial statements. 7 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 1. Organization College and University Facility Loan Trust Two (the Trust) and Business was formed on March 11, a 1988 as a business trust under the laws of the Commonwealth of Massachusetts by a declaration of trust by the Bank of Boston (the Owner Trustee), succeeded by State Street Bank and Trust Company, succeeded by US Bank (successor 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 May 12, 1988 (the Closing Date) and issued Bonds in four tranches in the aggregate principal amount (at maturity) of $450,922,000. 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 J.P. Morgan Trust Company, National Association, as successor in interest to Bank One Trust Company, NA, formerly 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 3.18% and a weighted average remaining term to maturity of approximately 18.77 years. Payments on the Loans are managed by the Bond Trustee in various fund accounts and are invested under investment contracts (Note 2) as specified in the Indenture. See accompanying accountants' compilation report. 8 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 1. Organization and All payments on the Loans and earnings under the Business investment agreements and any required transfers from the (Continued) Expense 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 in 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 and to fund the Liquidity Fund to the Liquidity Fund Requirement. Any funds remaining in the Revenue Fund on such payment date will be used to further pay down the Bonds to the extent of the maximum principal distribution amount, after which any residual amounts are paid to the certificateholders. 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 below Policies 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 statement of assets and liabilities, 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. When a Loan prepays, the remaining discount is recognized as interest income. The remaining balance of the purchase discount on the Loans as of May 31, 2004 was approximately $30,152,000. As a result of prepayments of Loans in the six months ended May 31, 2004, additional interest income of approximately $1,255,000 was recognized. See accompanying accountants' compilation report. 9 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 2. Summary of (a) College and University Facility Loans (Continued) Significant Accounting The Trust's policy is to discontinue the accrual of Policies interest on Loans for which payment of principal or (Continued) interest is 180 days or more past due or for other such Loans that management believes the 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 generally recognized when received. Payments are generally applied to interest first, with the balance, if any, applied to principal. At May 31, 2004, no loans have been placed on nonaccrual status. Accounting principles generally accepted in the United States of America (GAAP), requires that the Loans be accounted for under the fair value method of accounting. However, management believes that the amortized cost method of accounting best serves the informational needs of the users of the Trust's financial statements. (b) Other Investments Other investments, which are included in investments in the accompanying statement of assets and liabilities, consist of two investment agreements issued by JP Morgan Chase Bank, bearing fixed rates of interest of 7.05% and 7.75%. These investments may take the form of repurchase agreements (the underlying collateral of which shall be as to form and substance acceptable to each nationally recognized statistical rating agency that rates the Bonds), time deposits or other lawful investments at JP Morgan Chase Bank's option. These investments are carried at amortized cost. These investment agreements terminate on the earlier of June 1, 2018 or the date on which the Bonds are paid-in-full. GAAP requires that the investments be accounted for under the fair value method of accounting. However, management believes that the amortized cost method of accounting best serves the informational needs of the users of the Trust's financial statements. See accompanying accountants' compilation report. 10 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 2. Summary of (c) Federal Income Taxes Significant Accounting It is the Trust's policy to comply with the requirements Policies applicable to a regulated investment company under (Continued) 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. (d) Deferred Bond Issuance Costs Deferred Bond issuance costs are being amortized using the effective interest rate method over the estimated lives of the Bonds, which are based on the scheduled payments of the Loans. When Loan prepayments occur, an additional portion of the deferred issuance costs is expensed in the year the prepayment occurred, so that the future effective interest rate remains unchanged. (e) Accounting for Impairment of a Loan and Allowance for Loan Losses The allowance for loan losses is based on the Trust's evaluation of the level of the allowance required to reflect the risks in the loan portfolio, based on circumstances and conditions known or anticipated at each reporting date. The methodology for assessing the appropriateness of the allowance consists of a review of the following three key elements: (1) a valuation allowance for loans identified as impaired, (2) a formula-based general allowance for the various loan portfolio classifications, and (3) an unallocated allowance. See accompanying accountants' compilation report. 11 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 2. Summary of (e) Accounting for Impairment of a Loan and Allowance for Significant Loan Losses (Continued) Accounting Policies A loan is impaired when, based on current information and (Continued) events, it is probable that the Trust will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement. Loans identified as impaired are further evaluated to determine the estimated extent of impairment. The formula-based general allowance is derived primarily from a risk-rating model that grades loans based on general characteristics of credit quality and relative risk. As credit quality for individual loans deteriorates, the risk rating and the allowance allocation percentage increases. The sum of these allocations comprise the Trust's formula-based general allowance. In addition to the valuation and formula-based general allowance, there is an unallocated allowance. This element recognizes the estimation risks associated with the valuation and formula-based models. It is further adjusted for qualitative factors including, among others, general economic and business conditions, credit quality trends, and specific industry conditions. There are inherent uncertainties with respect to the final outcome of loans and as such, actual losses may differ from the amounts reflected in the financial statements. See accompanying accountants' compilation report. 12 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 2. Summary of (f) Presentation of Capital Distributions Significant Accounting Capital distributions are accounted for in accordance with Policies the American Institute of Certified Public Accountants (Continued) Statement of Position (SOP) 93-2, "Determination, Disclosure and Financial Statement Presentation of Income, Capital Gain and Return of Capital Distributions by Investment Companies." 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 of November 30, 2003, all tax earnings and profits have been distributed. Accordingly, all accumulated undistributed net investment income has been reclassified to paid-in capital. This reclassification results 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 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 expects to have a tax return of capital for the fiscal year ending November 30, 2004; however, the amount cannot be reasonably estimated at May 31, 2004. See accompanying accountants' compilation report. 13 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 2. Summary of (g) Use of Estimates Significant Accounting The preparation of financial statements in conformity with Policies accounting principles generally accepted in the United (Continued) States requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an on-going basis, the Trust evaluates the estimates used, including those related to the allowance for loan losses. The Trust bases its estimates on historical experience, actuarial estimates, current conditions and various other assumptions that the Trust believes to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. These estimates are used to assist the Trust in the identification and assessment of the accounting treatment necessary with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. The allowance for loan losses is a critical accounting policy that requires estimates and assumptions to be made in the preparation of the Trust's financial statements. The allowance for loan losses is based on the Trust's evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. The allowance for loan losses is a significant estimate and is therefore regularly evaluated for adequacy by taking into consideration factors such as prior loan loss experience, the character and size of the loan portfolio, business and economic conditions and the Trust's estimation of future losses. The use of different estimates or assumptions could produce different provisions for loan losses. See Note 2(e) for a detailed description of the Trust's estimation process and methodology related to the allowance for loan losses. See accompanying accountants' compilation report. 14 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 3. Bonds The Bonds outstanding at May 31, 2004 consist of the following: Outstanding Unamortized Carrying Interest Stated Principal Discount Amount Type Rate Maturity (000's) (000's) (000's) ------------------------------------------------------------------------------------ Sequential 4.00% June 1, 2018 $89,678 $18,064 $71,614 Interest on the Bonds is payable semiannually. On June 1, 2004, the Trust made a principal payment of $6,941,626 on the Bonds. Principal payments on the Bonds will be made prior to the respective stated maturities on each bond payment date in an amount equal to the lesser of either (1) amounts available in the Revenue Fund after certain required payments of interest and principal (at the stated maturity of the Bonds) and administrative expenses after required transfers to the Expense Fund and the Liquidity Fund (such that the amounts on deposit are equal to the Expense Fund Requirement and the Liquidity Fund Requirement, respectively), or (2) the Maximum Principal Distribution Amount, as defined within the Indenture. These principal payments will be applied to each class of Bonds in the order of their stated maturities, so that no payment of principal will be made on the Bonds of any class until all Bonds having an earlier stated maturity have been paid in full. See accompanying accountants' compilation report. 15 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 3. Bonds The estimated aggregate principal payments on the Bonds (Continued) at May 31, 2004 after taking into consideration actual Loan prepayments, Defaulted Loans and the Maximum Principal Distribution Amount, as defined in the Indenture, are as follows: Amount Fiscal Year (000's) =========================================================== 2004 $ 6,942 2005 10,714 2006 9,283 2007 8,241 2008 7,274 Thereafter 47,224 ----------------------------------------------------------- Total $ 89,678 =========================================================== Actual Bond principal payments may differ from estimated payments because borrowers may prepay or default on their obligations. The Bonds are not subject to optional redemption by either the Trust or the bondholders. In the event of negative cash flows, a Liquidity Fund has been established and maintained such that, on or before such payment date, the Liquidity Fund may be used by the Bond Trustee to make any required payments on the Bonds and to pay operating expenses of the Trust. The original issue discount is being amortized using the effective interest rate method over the estimated lives of the Bonds, which are based on the scheduled payments of the Loans. Accordingly, loan prepayments have the effect of accelerating bond payments. When Bond payments occur sooner than estimated payments, a portion of the original issue discount is expensed in the year of prepayment, so that the future effective interest rate on the Bonds remains unchanged. See accompanying accountants' compilation report. 16 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 4. Administrative (a) Servicer Agreements As compensation for the services provided under the servicing agreement, GMAC Commercial Mortgage receives a servicing fee. The fee is earned each date payments are received on each Loan and is equal to 0.075 of 1% of the outstanding principal balance of each Loan divided by the number of payments of principal and interest in a calendar year. For the six months ended May 31, 2004, this fee totaled $43,368. GMAC Commercial Mortgage is reimbursed by the Trust for out-of-pocket expenses incurred in connection with the inspection of buildings and property used as collateral for the loans. For the six months ended May 31, 2004, out-of-pocket expenses totalled $1,600. (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, earned fees of $7,500 and $6,250, respectively, for the six months ended May 31, 2004. o The Bond Trustee is entitled to an annual fee equal to 0.015 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 Bond Trustee is also reimbursed for out-of-pocket expenses in an amount not to exceed 4% of the applicable annual fee. In addition, the Bond Trustee is reimbursed for other agreed-upon related expenses. For the six months ended May 31, 2004, total Bond Trustee fees and out-of-pocket expenses amounted to $8,915. See accompanying accountants' compilation report. 17 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 5. Certificates Holders of each of the Class B certificates receive amounts paid to the Owner Trustee pursuant to the Declaration of Trust on a pro rata basis. On June 1, 2004, a distribution of $1,381,128 was made to the Class B certificateholders. This payment is reflected as a liability in the accompanying statement of assets and liabilities. While the Bonds are outstanding, distributions to the Class B certificateholders are made 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 calendar month. The certificateholders shall each be entitled to one vote per certificate. 6. Allowance For An analysis of the allowance for loan losses for the six Loan Losses months ended May 31, 2004 is summarized as follows: Balance, beginning of year $ 1,432,376 Provision -- Charge-offs -- ----------------------------------------------------------- Balance, end of year $ 1,432,376 =========================================================== At May 31, 2004, there were no recorded investments in loans that are considered to be impaired. See Note 2(e) for a discussion of the Trust's impaired loan accounting policy. See accompanying accountants' compilation report. 18 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 7. Loans Scheduled principal and interest payments on the Loans as of May 31, 2004, excluding payments for Loans in Default, as defined in the Indenture, are as follows: Principal Interest Payments Payments Total Fiscal year (000's) (000's) (000's) =========================================================== 2004 $ 8,180 $ 1,645 $ 9,825 2005 11,300 2,919 14,219 2006 9,854 2,573 12,427 2007 9,013 2,272 11,285 2008 8,080 2,000 10,080 Thereafter 56,948 9,142 66,090 ----------------------------------------------------------- Total $103,375 $20,551 $123,926 =========================================================== Expected payments may differ from contractual payments because borrowers may prepay or default on their obligations. Accordingly, actual principal and interest on the Loans may vary significantly from the scheduled payments. As of May 31, 2004, there were no Loans in Default. See accompanying accountants' compilation report. 19 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 7. Loans The following analysis summarize the stratification of the (Continued) Loan portfolio by type of collateral and institution as of May 31, 2004: Amortized Number Cost Type of Collateral of Loans (000's) % =========================================================== Loans secured by a first mortgage 143 $44,480 60.8% Loans not secured by a first mortgage 70 28,743 39.2 ----------------------------------------------------------- Total Loans 213 $73,223 100.0% =========================================================== Amortized Number Cost Type of Institution of Loans (000's) % =========================================================== Private 147 $44,869 61.3% Public 66 28,354 38.7 ----------------------------------------------------------- Total Loans 213 $73,223 100.0% =========================================================== 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. See accompanying accountants' compilation report. 20 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 7. Loans The collateral for Loans that are secured by a mortgage on (Continued) 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. 8. Fair Value Statement of Financial Accounting Standards No. 107, of Financial "Disclosures about Fair Value of Financial Instruments," Instruments allows for the use of a wide range of valuation techniques; therefore, it may be difficult to compare the Trust's fair value information to independent markets 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 items for financial reporting purposes. In applying the methodology, the calculations have been adjusted for the change in the relevant market rates 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. See accompanying accountants' compilation report. 21 College and University Facility Loan Trust Two Notes to Financial Statements ================================================================================ 8. Fair Value The estimated fair value of each category of the Trust's of Financial financial instruments and the related book value presented Instruments in the accompanying statement of assets and liabilities as (Continued) of May 31, 2004 is as follows: Amortized Cost Fair Value (000's) (000's) =========================================================== Loans $71,791* $ 94,115 Investment Agreements: Revenue Fund 12,338 13,011 Liquidity Fund 1,949 2,171 ----------------------------------------------------------- $86,078 $109,297 =========================================================== Bonds $71,614 $ 84,927 =========================================================== *Net of allowance for loan losses of $1,432,376. See accompanying accountants' compilation report. 22 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- COLLEGE AND UNIVERSITY LOANS (83.4%) ---------- ALABAMA -------- $145 Alabama Agricultural and Mechanical University 3.000-3.750 07/01/2005 10.25 $134 1,465 Alabama Agricultural and Mechanical University 3.000 05/01/2018 10.27 941 1,745 Auburn University 3.000 12/01/2018 9.16 1,147 145 Huntingdon College 3.000 10/01/2008 10.60 121 295 Talladega College 3.000 12/01/2012 10.24 216 1,050 University of Alabama in Birmingham 3.000 11/01/2008 7.97 933 ---------- ARKANSAS -------- 78 University of Central Arkansas 3.000 04/01/2005 10.69 72 ---------- CALIFORNIA -------- 158 Azusa Pacific University 3.750 04/01/2015 10.88 110 485 California Polytechnic State University 3.000 11/01/2007 10.05 424 140 California State University 3.000 11/01/2006 8.75 129 905 California State University 3.000 11/01/2013 8.93 695 2,178 California State University 3.000 11/01/2019 8.99 1,462 405 Chapman College 3.000 10/01/2013 10.65 288 107 Chapman College 3.000 11/01/2005 10.63 99 112 Chapman College 3.000 11/01/2007 10.57 97 24 Gavilan College 3.000 04/01/2006 10.59 21 379 Lassen Junior College District 3.000 04/01/2020 10.27 231 232 Occidental College 3.000 10/01/2019 10.41 143 365 San Diego State University 3.000 11/01/2006 10.04 330 1,325 University Student Co-Operative Association 3.000 04/01/2019 10.70 828 250 West Valley College 3.000 04/01/2009 10.50 203 ---------- COLORADO -------- 230 Fort Lewis College 3.000 10/01/2006 10.09 207 375 Regis College (Denver) 3.000 11/01/2012 10.47 278 ---------- DELAWARE -------- 150 Wesley College 3.375 05/01/2013 10.88 111 500 University of Delaware 3.000 11/01/2006 9.08 457 534 University of Delaware 3.000 12/01/2018 8.81 356 ---------- FLORIDA -------- 240 Embry-Riddle Aeronautical University 3.000 09/01/2007 10.64 206 38 Florida Agricultural and Mechanical University 3.625 07/01/2004 10.29 36 17 Florida Atlantic University 3.500 07/01/2004 10.27 16 145 Florida Atlantic University 3.000 07/01/2006 10.18 129 116 Florida Institute of Technology 3.000 11/01/2009 10.53 94 355 Florida State University 3.000 01/01/2009 9.40 300 180 Nova University 3.000 12/01/2007 10.04 151 58 Stetson University 3.000 01/01/2006 11.25 51 255 University of Central Florida 3.000 10/01/2007 10.08 222 See accompanying accountants' compilation report and notes to financial statements. 23 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) (continued) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- $1,725 University of Florida 3.000 07/01/2014 10.15 $1,217 280 University of South Florida 3.750 07/01/2005 10.30 259 ---------- GEORGIA -------- 121 Emmanuel College 3.000 11/01/2013 10.45 87 103 Georgia Education Authority Board of Regents of the University System of Georgia 3.375 01/01/2003 10.60 103 165 LaGrange College 3.000 03/01/2009 11.06 131 348 Mercer University 3.000 05/01/2014 10.58 246 570 Morehouse College 3.000 07/01/2010 10.50 434 81 Morris Brown College 3.750 05/01/2007 11.12 70 1,205 Morris Brown College 2.750-3.750 05/01/2018 10.89 782 743 Paine College 3.000 10/01/2016 10.45 493 ---------- ILLINOIS -------- 585 Concordia College 3.000 05/01/2019 10.65 354 132 Kendall College 3.000 10/01/2008 10.59 110 100 Knox College 3.000 04/01/2006 11.15 89 960 Sangamon State University 3.000 11/01/2018 10.12 628 ---------- INDIANA -------- 70 Anderson University 3.000 03/01/2006 11.19 62 215 Purdue University 3.625 07/01/2004 9.33 206 78 Purdue University 3.000 07/01/2005 9.26 73 197 Taylor University 3.000 10/01/2012 10.50 146 611 Taylor University 3.000 10/01/2013 10.49 441 820 University of Notre Dame 3.000 02/15/2019 10.62 507 3,310 Vincennes University 3.000 06/01/2023 9.02 2,032 ---------- IOWA -------- 47 NIACC Dormitories, Inc. 3.000 10/01/2012 10.27 35 254 Simpson College 3.000 07/01/2016 10.58 166 73 Waldorf College 3.000 07/01/2005 10.77 67 100 Wartburg College 3.750 04/01/2011 11.00 77 ---------- KANSAS -------- 80 Fort Hays State University 3.000 10/01/2007 10.08 70 45 Hesston College 3.000 04/01/2006 11.14 40 ---------- KENTUCKY -------- 269 Georgetown College 3.000 12/01/2008 10.04 219 520 Georgetown College 3.000 12/01/2009 10.05 410 156 Spalding University 3.000 09/01/2007 10.66 137 302 Transylvania University 3.000 11/01/2010 10.51 238 ---------- LOUISIANA -------- 100 Dillard University 3.000 04/01/2008 11.09 85 166 Louisiana State University 3.625 07/01/2004 9.04 159 98 Louisiana State University 3.000 07/01/2005 8.84 92 See accompanying accountants' compilation report and notes to financial statements. 24 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) (continued) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- $115 Louisiana State University 3.000 07/01/2006 8.87 $106 ---------- MARYLAND -------- 221 Hood College 3.625 11/01/2014 10.54 161 1,660 Morgan State University 3.000 11/01/2014 10.56 1,158 ---------- MASSACHUSETTS -------- 278 Hampshire College 3.000 07/01/2013 10.75 196 1,014 Hampshire College 3.000 02/01/2014 10.70 709 32 Becker Junior College 3.000 04/01/2005 11.21 29 18 Boston Architectural Center 3.750 11/01/2004 10.77 17 188 Brandeis University 3.000 11/01/2011 10.64 143 750 College of the Holy Cross 3.625 10/01/2013 10.60 561 325 College of the Holy Cross 3.000 10/01/2006 10.63 290 2,436 Northeastern University 3.000 05/01/2018 10.53 1,549 318 Springfield College 3.500 05/01/2013 10.67 238 15 Springfield College 3.000 05/15/2005 10.11 15 1,985 Tufts University 3.000 10/01/2021 10.39 1,169 580 Wheaton College 3.500 04/01/2013 10.70 422 17 Wheelock College 3.000 05/01/2011 10.23 13 ---------- MICHIGAN -------- 87 Albion College 3.000 10/01/2009 10.56 70 81 Concordia College 3.000 04/01/2009 11.05 69 120 Harper Grace Hospital 3.625 04/01/2005 11.26 111 1,100 Mercy College of Detroit 3.625 10/01/2013 10.59 810 750 University of Michigan 3.750 10/01/2005 9.51 706 ---------- MINNESOTA -------- 324 College of Saint Thomas 3.000 11/01/2009 10.53 263 64 College of Santa Fe 3.000 10/01/2005 10.66 59 491 College of Santa Fe 3.000 10/01/2018 10.43 314 367 MacAlester College 3.000 05/01/2020 10.46 225 ---------- MISSISSIPPI -------- 1,309 Hinds Junior College 3.000 04/01/2013 10.42 964 496 Millsaps College 3.000 11/01/2021 10.34 293 1,290 Mississippi State University 3.000 12/01/2020 9.64 790 ---------- MISSOURI -------- 94 Central Missouri State University 3.625 07/01/2004 10.29 90 475 Central Missouri State University 3.000 07/01/2007 10.18 410 209 Drury College 3.000 04/01/2015 10.63 144 304 Drury College 3.000 10/01/2010 10.75 237 391 Southeast Missouri State University 3.000 04/01/2007 10.58 343 ---------- MONTANA -------- 270 Carroll College 3.750 06/01/2014 10.46 194 134 Carroll College 3.000 06/01/2018 10.15 85 See accompanying accountants' compilation report and notes to financial statements. 25 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) (continued) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- ---------- NEBRASKA -------- $16 Midland Lutheran College 3.000 04/01/2005 11.20 $15 ---------- NEW HAMPSHIRE -------- 119 New England College 3.000 04/01/2016 10.77 77 ---------- NEW JERSEY -------- 1,350 Fairleigh Dickinson University 3.000 11/01/2017 10.39 876 475 Newark Beth Israel Hospital 3.625 01/01/2014 11.06 331 1,350 Rider College 3.625 11/01/2013 10.42 1,005 342 Rider College 3.000 05/01/2017 10.70 219 520 Rutgers, The State University 3.750 05/01/2016 9.19 384 257 Seton Hill College 3.625 11/01/2014 10.53 185 ---------- NEW YORK -------- 772 College of Saint Rose 3.000 05/01/2022 10.43 449 470 Daemen College 3.000 04/01/2016 10.77 307 377 Dowling College 3.000 10/01/2010 10.75 295 853 D'Youville College 3.000 04/01/2018 10.90 525 1,384 Hofstra University 3.000 11/01/2012 10.61 1,021 127 Long Island University 3.750 05/01/2005 11.22 118 123 Long Island University 3.000 11/01/2009 10.69 99 429 Long Island University 3.000 11/01/2009 10.69 347 425 Long Island University 3.625 06/01/2014 10.49 303 21 Long Island University 3.750 10/01/2004 10.79 20 659 Memorial Hospital for Cancer and Allied Diseases 3.375 04/01/2012 10.68 496 85 SUNY, Mohawk Valley Community College 3.000 04/01/2005 10.26 79 309 Utica College 3.000 11/01/2009 10.53 251 ---------- NORTH CAROLINA -------- 137 Catawba College 3.000 12/01/2009 10.27 107 310 Elizabeth City State University 3.000 10/01/2017 10.02 206 196 High Point College 3.000 12/01/2010 10.26 148 69 Lenoir Rhyne College 3.000 12/01/2006 10.04 60 105 North Carolina State University 3.625 09/01/2004 7.97 102 27 Queens College 3.625 07/01/2004 10.90 26 18 Saint Mary's College 3.000 03/01/2005 11.25 17 342 Saint Mary's College 3.000 06/01/2020 10.14 206 202 University of North Carolina 3.000 11/01/2005 8.81 192 280 University of North Carolina 3.000 01/01/2008 9.50 238 19 University of North Carolina 3.000 01/01/2007 9.50 17 ---------- OHIO -------- 51 Rio Grande College 3.000 03/30/2009 10.93 42 194 University of Steubenville 3.125 04/01/2010 10.98 151 570 Wittenberg University 3.000 05/01/2015 10.76 382 193 Wittenberg University 3.000 11/01/2017 10.39 125 See accompanying accountants' compilation report and notes to financial statements. 26 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) (continued) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- $24 Wooster Business College 3.000 03/30/2009 10.88 $20 ---------- OKLAHOMA -------- 895 Cameron University 3.000 04/01/2007 10.16 779 400 Langston University 3.000 04/01/2007 10.56 345 40 Southern Nazarene University 3.750 04/01/2005 11.27 37 ---------- OREGON -------- 630 George Fox College 3.000 07/01/2018 10.64 395 67 Linfield College 3.000 10/01/2017 10.44 43 ---------- PENNSYLVANIA -------- 408 Albright College 3.000 11/01/2015 10.23 287 145 Carnegie-Mellon University 3.000 05/01/2009 10.73 117 795 Carnegie-Mellon University 3.000 11/01/2017 10.51 514 880 Drexel University 3.500 05/01/2014 10.53 635 490 Gannon University 3.000 11/01/2011 10.49 374 176 Gannon University 3.000 12/01/2022 10.13 101 175 Lycoming College 3.625 05/01/2014 10.64 126 245 Lycoming College 3.750 05/01/2015 10.62 173 162 Moravian College 3.375 11/01/2012 10.52 122 2,044 Philadelphia College of Art 3.000 01/01/2022 10.62 1,166 445 Saint Vincent College 3.500 05/01/2013 10.86 323 935 Villanova University 3.000 04/01/2019 10.70 565 292 York Hospital 3.000 05/01/2020 10.64 175 ---------- RHODE ISLAND -------- 70 Rhode Island College 3.000 10/01/2005 10.09 65 ---------- SOUTH CAROLINA -------- 22 Benedict College 3.750 11/01/2004 10.75 21 332 Benedict College 3.000 11/01/2006 10.61 300 1,532 Benedict College 3.000 11/01/2020 10.36 927 105 Clemson University 3.000 07/01/2005 9.51 98 85 Coker College 3.000 12/01/2009 10.04 67 44 Columbia College 3.625 07/01/2004 10.90 42 30 Columbia College 3.000 07/01/2006 10.80 27 368 Morris College 3.000 11/01/2009 10.53 299 ---------- SOUTH DAKOTA -------- 145 Dakota Wesleyan University 3.000 10/01/2015 10.46 99 ---------- TENNESSEE -------- 258 Cumberland University 3.000 08/01/2017 10.52 164 161 Hiwassee College 3.000 09/15/2018 10.58 101 ---------- TEXAS -------- 78 Cisco Junior College 3.000 07/01/2005 10.15 75 280 Houston Tillotson College 3.500 04/01/2014 10.90 197 225 McLennan Community College 3.000 04/01/2006 10.49 202 See accompanying accountants' compilation report and notes to financial statements. 27 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) (continued) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- $268 Southern Methodist University 3.000 10/01/2007 10.61 $231 1,830 Southwest Texas State University 3.000 10/01/2015 9.51 1,302 1,397 Stephen F. Austin State University 3.375-3.500 10/01/2012 9.57 1,089 411 Texas A & I University 3.000 07/01/2009 9.57 340 350 Texas Southern University 3.500 04/01/2013 10.45 257 546 University of Saint Thomas 3.000 10/01/2019 10.41 336 ---------- VERMONT -------- 116 Champlain College 3.000 12/01/2013 10.19 82 1,361 Saint Michael's College 3.000 05/01/2013 10.60 990 260 Vermont State College 3.000 06/01/2008 9.02 223 196 Vermont State College 3.000 07/01/2014 9.30 143 ---------- VIRGINIA -------- 1,040 James Madison University 3.000 06/01/2009 10.49 836 368 Lynchburg College 3.750 05/01/2015 10.64 263 510 Lynchburg College 3.000 05/01/2018 10.68 320 273 Mary Baldwin College 3.375 05/01/2012 10.68 206 475 Marymount University 3.000 05/01/2016 10.52 315 2,411 Norfolk State University 3.000 12/01/2021 9.77 1,449 180 Randolph-Macon College 3.000 05/01/2010 10.72 144 377 Saint Paul's College 3.000 11/01/2014 10.56 268 1,772 Virginia Commonwealth University 3.000 06/01/2011 10.01 1,360 185 Virginia Commonwealth University 3.000 06/01/2004 10.08 176 195 Virginia Wesleyan College 3.000 11/01/2009 10.54 161 128 Virginia Wesleyan College 3.000 11/01/2010 10.51 101 ---------- WASHINGTON -------- 145 Olympic Community College 3.000 10/01/2008 10.07 126 282 Seattle University 3.000 11/01/2008 10.55 236 110 Western Washington University 3.625 10/01/2004 10.18 106 140 Western Washington University 3.750 10/01/2005 10.19 131 ---------- WEST VIRGINIA -------- 211 Bethany College 3.375 11/01/2012 10.54 161 230 Bethany College 3.000 11/01/2017 10.40 150 363 Bethany College 3.000 11/01/2012 10.40 269 40 Wheeling College 3.000 11/01/2007 10.59 35 ---------- WISCONSIN -------- 348 Carroll College 3.750 03/01/2015 10.93 248 435 Marian College 3.000 10/01/2016 10.45 290 144 Saint Norbert College 3.000 04/01/2007 11.10 124 See accompanying accountants' compilation report and notes to financial statements. 28 COLLEGE AND UNIVERSITY FACILITY LOAN TRUST TWO ---------------------------------------------- SCHEDULE OF INVESTMENTS ----------------------- May 31,2004 ----------- (Dollar Amounts in Thousands) (continued) Outstanding Stated Internal Amortized Principal Interest Maturity Rate of Cost (Notes Balance Description Rate % Date Return % (A) 1 and 2) - ---------- ------------------------------------------------- ---------- ---------- ------------ ------------- ---------- DISTRICT OF COLUMBIA -------- $2,399 Georgetown University 3.000 11/01/2020 10.36 $1,452 6,205 Georgetown University 4.000 11/01/2020 10.52 4,016 209 Georgetown University 3.000 05/01/2005 10.86 197 ---------- PUERTO RICO -------- 55 Inter American University of Puerto Rico 3.000 09/01/2007 10.66 48 1,924 Inter American University of Puerto Rico 3.000 01/01/2017 10.94 1,236 1,209 University of Puerto Rico, Rio Piedras Campus 3.000 06/01/2011 9.39 948 - -------- -------- 103,375 Total College and University Loans 73,223 - -------- -------- Allowance for Loan Losses 1,432 -------- Net Loans of the Trust 71,791 -------- INVESTMENT AGREEMENTS (16.6%) 1,949 JPMorgan Chase Bank - Liquidity Fund 7.750 06/01/2018 7.750 1,949 12,338 JPMorgan Chase Bank - Revenue Fund 7.050 06/01/2018 7.050 12,338 - -------- -------- 14,287 Total Investment Agreements 14,287 - -------- -------- $117,662 Total Investments (100.0%) $86,078 ======== ======== (A) Represents the rate of return based on the contributed cost and the amortization to maturity. See accompanying accountants' compilation report and notes to financial statements. 29 ITEM 2. CODE OF ETHICS Not applicable to the registrant. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Not applicable to the registrant. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable at this time. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable to the registrant. ITEM 6. SCHEDULE OF INVESTMENTS Schedule is included as part of the report to shareholders filed under Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable to the registrant. ITEM 8. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS Not applicable to the registrant. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable to the registrant. ITEM 10. CONTROLS AND PROCEDURES Not applicable to the registrant. ITEM 11. EXHIBITS The following exhibits are attached to this Form N-CSR: (a) (1) Code of ethics or amendments: not applicable to the registrant. (2) Certification by the registrant's Owner Trustee, as required by Rule 30a-2(a) under the Investment Company Act of 1940, is attached. (3) Written solicitation to purchase securities: not applicable to the registrant. (4) Annual Compliance Statement of the services GMAC Commercial Mortgage Corporation, is attached. (5) Attestation Report of Independent Accountants, PricewaterhouseCoopers, LLP. (6) GMAC reports pursuant to Section 1301, 1302, 1303, 1304, 1306, and 1307 of the servicer agreement. (b) Certification by the registrant's Owner Trustee, as required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): College and University Facility Loan Trust Two ------------------------------------ By: US Bank, not in its individual capacity, but solely as Owner Trustee under a Declaration of Trust dated March 11, 1988 and Amended and restated on May 12, 1988, and December 4, 1989. By: /s/ Diana J. Kenneally ------------------------------------- Assistant Vice President Date: August 24, 2004 ------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: US Bank, not in its individual capacity, but solely as Owner Trustee under a Declaration of Trust dated March 11, 1988 and Amended and restated on May 12, 1988, and December 4, 1989. By: /s/ Diana J. Kenneally ------------------------------------- Assistant Vice President Date: August 24, 2004 -------------------------------------