Edgar Filing: AMERICAN MORTGAGE ACCEPTANCE CO

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1

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AMERICAN MORTGAGE
ACCEPTANCE COMPANY

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
on
June 8, 2005

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April 30, 2005

To the Shareholders of American Mortgage Acceptance Company:

NOTICE IS HEREBY GIVEN THAT the 2005 annual meeting of the holders of the
common shares of beneficial interest of American Mortgage Acceptance Company
(our "Company") will be held on Wednesday, June 8, 2005 at 10:00 A.M. (local
time), at the law offices of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th
Street, New York, New York for the following purposes:

(1) The election of five (5) trustees for a term of one year to expire at
the 2006 annual meeting;

(2) The approval of an amendment and restatement of our Company's Second
Amended and Restated Declaration of Trust which reflects the following
significant amendments:

2a. the transfer of provisions with respect to our investment
policy from our declaration of trust to our bylaws;

2b. the transfer of provisions with respect to our debt policy
from our declaration of trust to our bylaws; and

2c. the transfer of provisions with respect to our operating
procedures from our declaration of trust to our bylaws;

2d. the reduction in the vote required to approve a conversion
transaction or a roll-up from 80% to a majority vote.

(3) The adjournment or postponement of the annual meeting if necessary to
permit further solicitation of proxies if there are not sufficient
votes at the time of the annual meeting to approve the proposals;

(4) The transaction of such other business as may properly come before the
meeting.

Our board of trustees recommends a vote "FOR" each of the proposals. The
accompanying proxy statement contains additional information and should be
carefully reviewed by shareholders.

Our board of trustees has fixed the close of business on April 1, 2005 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournment or postponement thereof.

By Order of the Board of Trustees

/s/ Stuart J. Boesky

Stuart J. Boesky
President and Chief Executive Officer

IT IS MOST IMPORTANT THAT YOU SUBMIT YOUR PROXY EITHER BY MAIL OR ON THE
INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DECIDE TO DO SO
BY MAIL, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED STAMPED,
SELF-ADDRESSED PROXY CARD.

YOUR FAILURE TO PROMPTLY RETURN THE PROXY INCREASES THE OPERATING COSTS OF YOUR
INVESTMENT.

YOU ARE CORDIALLY INVITED TO PERSONALLY ATTEND THE MEETING, BUT YOU SHOULD VOTE
BY INTERNET OR MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK 10022

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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS

INTRODUCTION

The accompanying form of proxy is solicited on behalf of the board of
trustees of American Mortgage Acceptance Company (which we refer to as our
"Company," "we," "our" or "us") for use at the annual meeting of shareholders to
be held Wednesday, June 8, 2005 at 10:00 A.M. (local time), at the law offices
of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New
York, and at any adjournment or postponement thereof. On or about April 30,
2005, we first mailed these proxy materials to holders of record of our common
shares at the close of business on April 1, 2005. Our executive offices are
located at 625 Madison Avenue, New York, New York 10022 (telephone: (212)
317-5700).

Common shares represented by properly executed proxy cards received by us
at or prior to the annual meeting will be voted according to the instructions
you indicate on the proxy card. If you do not give any instructions, the persons
named on your signed proxy card intend to vote your common shares so represented
"FOR" each of the proposals.

You may revoke your proxy and reclaim your right to vote by (i) delivering
to our secretary a written notice of revocation bearing a later date than the
date of the proxy at or prior to the annual meeting, (ii) delivering to our
secretary a duly executed, subsequently dated proxy with respect to the same
common shares at or prior to the annual meeting, or (iii) attending the annual
meeting and voting in person, although attendance at the annual meeting will
not, by itself, constitute revocation. Any written notice revoking a proxy
should be delivered at or prior to the annual meeting to the attention of the
Secretary, American Mortgage Acceptance Company, 625 Madison Avenue, New York,
New York 10022.

Our board of trustees recommends a vote "FOR" each of the proposals.

As of April 1, 2005, approximately 8,336,803 common shares were
outstanding, with each common share entitled to one vote on all matters that may
come before the annual meeting.

QUESTIONS AND ANSWERS

Q: Why am I receiving these proxy materials?

A: You are receiving these proxy materials because you are a shareholder in
our Company. Our board of trustees is asking for the right to vote your shares
as your proxy or agent at the annual meeting of our shareholders. Your shares
will be voted as you instruct on your proxy card at the annual meeting. This
proxy statement discusses the issues to be voted on. Each share you own is
entitled to one vote on each matter being voted on at the annual meeting.

Q: What am I being asked to vote on?

A: You are being asked to consider and vote upon the following proposals:

(1) The election of five (5) trustees for a term of one year to expire in
2006;

(2) The approval of an amendment and restatement of our Company's Second
Amended and Restated Declaration of Trust which reflects the following
significant amendments:

a. the transfer of provisions with respect to our investment policy
from our declaration of trust to our bylaws;

b. the transfer of provisions with respect to our debt policy from our
declaration of trust to our bylaws;

c. the transfer of provisions with respect to our operating procedures
from our declaration of trust to our bylaws; and

d. the reduction in the vote required to approve a conversion
transaction or a roll-up from 80% to a majority vote.

Q: Who is being nominated for election as a trustee?

A: The nominating committee of our board of trustees has nominated Stuart J.
Boesky, Alan P. Hirmes, Scott M. Mannes, Stanley R. Perla and Richard M. Rosan
for election as trustees at the annual meeting. Additional information about
each of the nominees is included under the heading "Proposal #1: Election of
Trustees."

Q: Why are we amending and restating the declaration of trust?

A: When our Company was originally formed, it was our intention to operate as
a closed-end, finite-life company to acquire government insured mortgage loans,
utilizing only the proceeds from our initial capital raised and no indebtedness.
When our Company was restructured to an infinite-life real estate investment
trust (a "REIT") in 1999, our shareholders voted to amend our declaration of
trust in order to accommodate our new business plan. These amendments included,
among other changes, expanding the types of investments we could make and
utilizing a defined amount of indebtedness to acquire higher yielding mezzanine
and bridge loans and other real estate related investments. However, at the time
of the restructuring, there were certain restrictions with respect to our
operating procedures that were left in our declaration of trust that we now
believe, after five years of operations as a public company, may no longer be
applicable to our Company and in any event should be left to the discretion of
our board of trustees. For these reasons, we are asking you to approve an
amendment and restatement of our declaration of trust which will give our
trustees powers substantially similar to those granted to directors of most
public companies and allow our board to amend, without the need to solicit
shareholder consent, the provisions that will be moved into the bylaws as deemed
necessary and appropriate to effectively manage our business.

Although we recommend that you adopt all of the proposed amendments to our
declaration of trust, we have divided the various amendments into four separate
proposals, as more fully discussed in the next question.

Q: What are the four (4) separate proposals to the declaration of trust that
I am being asked to vote on?

A: You are being asked to approve amending and restating our declaration of
trust by voting on the following four proposals:

a. The transfer of provisions with respect to our investment policy
from our declaration of trust to our bylaws. The first declaration of
trust proposal, "Proposal #2a - The transfer of provisions with
respect to our investment policy from our declaration of trust to our
bylaws," is asking you to approve amending our declaration of trust to
move Article VII - Investment Policy of our declaration of trust to
our bylaws (with the exception of the provisions in Article VII that
relate to our debt policy, which we are asking you to vote on
separately in Proposal #2b). This amendment would permit our board of
trustees to have discretion over any change to the Company's
investment policy. We feel that transferring our investment policy to
our bylaws will afford our Company needed flexibility in our continued
operations and expanding business and also enable us to operate in a
more efficient and economical manner by allowing our board of trustees
to react quickly to changes in the competitive and regulatory
conditions in which we operate.

b. The transfer of provisions with respect to our debt policy from our
declaration of trust to our bylaws. The second declaration of trust
proposal, "Proposal #2b - The transfer of provisions with respect to
our debt policy from our declaration of trust to our bylaws," is
asking you to approve amending our declaration of trust to move our
debt policy, which restricts the amount of indebtedness that we are
permitted to incur, into our bylaws. Our declaration of trust
currently limits our ability to incur indebtedness to (i) 100% of our
total market value with respect to total indebtedness and (ii) 50% of
our total market value with respect to indebtedness other than working
capital indebtedness, trade payables and subordinated advisor fees. We
are asking you to approve moving this restriction on indebtedness into
our bylaws which will grant our board of trustees the discretion to
determine, from time to time, our appropriate level of indebtedness.
Although we have no immediate plans to increase the amount of our
indebtedness beyond that currently permitted by our declaration of
trust, moving the debt policy into our bylaws will provide us with
greater flexibility and allow us to react quickly to changes in our
industry.

c. The transfer of provisions with respect to our operating procedures
from our declaration of trust to our bylaws. The third declaration of
trust proposal, "Proposal #2c - The transfer of provisions with
respect to our operating procedures from our declaration of trust to
our bylaws," is asking you to approve amending the declaration of
trust to transfer certain provisions related to our operating
procedures from the declaration of trust to our bylaws. These include,
for example, provisions regarding meetings of shareholders, including
quorum and voting mechanics; authority of our trustees, including
resignation and removal procedures; appointments of our officers; the
setting of record dates and voting procedures. It also includes
references to the North American Securities Administrators Association
("NASAA") guidelines, which are no longer applicable to our Company.
In light of our continuing growth and the manner in which our Company
has changed since our declaration of trust was created, such an
amendment would allow our board of trustees to exercise greater
discretion and control over the operation of our Company and provide
needed flexibility. Approving this proposal will give our board of
trustees powers substantially similar to those granted to boards of
most public companies and also allow our board to amend, without the
need to solicit shareholders consent, these operating procedures as
deemed necessary and appropriate to effectively manage our business.

d. Reduction in the vote required to approve a conversion transaction
or a roll-up from eighty percent (80%) to a majority vote. The fourth
declaration of trust proposal, "Proposal #2d - Reduction in the vote
required to approve a conversion transaction or a roll-up from eighty
(80%) to a majority vote," is asking you to approve amending the
declaration of trust to change the shareholder voting requirements for
approval of certain exchange offers, mergers, consolidations,
conversions, roll-ups or other similar transactions (collectively,
"Conversion or Roll-Up Transactions") from eighty percent (80%) to a
majority of the outstanding shares of our Company held by our
shareholders. We believe the eighty percent (80%) approval requirement
has the potential to unduly limit our ability to obtain approval of a
Conversion or Roll-Up Transaction which may be in the best interest of
the majority of our shareholders. If approved, this amendment would
continue to permit our shareholders to exercise discretion over such
transactions. However, undertaking a Conversion or Roll-Up Transaction
will be less costly and our Company will have the ability to obtain
such approval in a timely manner.

Q: What is the effect of Proposals #2a, #2b and #2c which transfer provisions
to the bylaws?

A. Three proposals, Proposal #2a, #2b and #2c, seek shareholder approval to
transfer provisions which are currently set forth in our declaration of trust
into our bylaws. The principal effect of this change will be to give our board
of trustees the ability to amend, without the need to solicit shareholder
consent, the transferred provisions as deemed necessary and appropriate to
effectively manage our business. As a result, shareholders will no longer have a
vote on whether or not certain investment policies and operating procedures can
be changed, including various restrictions which currently limit the discretion
of management and the board of trustees.

Q: Has management discussed revising or eliminating the provisions relating to
Proposals #2a, #2b and #2c after they are moved to the bylaws?

A. While management has discussed with the board from time to time the
elimination or revision of certain of these restrictions, neither management nor
the board of trustees has a present intention to do so (other than the NASAA
guidelines) , although, as noted above, the proposals would permit our board of
trustees to take actions on its own that

would previously have required shareholder approval if the board felt such
changes were in the best interest of our shareholders and us.

Q: What vote is required to approve the proposals?

A. The affirmative vote of the holders of a majority of the issued and
outstanding common shares entitled to vote at the annual meeting at which a
quorum is present is required to approve each of the amendments to our
declaration of trust, other than Proposal #2d, which requires approval of 80% of
our common shares outstanding.

The affirmative vote of a plurality of the votes actually cast by
shareholders, in person or by proxy, and entitled to vote at the annual meeting
at which a quorum is present is required for the election of each of the trustee
nominees. The affirmative vote of the holders of a majority of the common shares
voting either in person or by proxy at the annual meeting is required to
approve, if necessary, the extension of the solicitation period and the
adjournment of the annual meeting.

Abstentions and broker non-votes will have no effect on the vote for
Proposals #1 and #3 because the vote required is a plurality and majority,
respectively, of the votes actually cast (assuming the presence of a quorum).
Abstentions and broker non-votes will be counted as votes against Proposals #2a,
#2b, #2c and #2d.

Q: Who is entitled to vote?

A: Shareholders of record as of the close of business on April 1, 2005 are
entitled to vote at the annual meeting.

Q: Does holding my stock in a brokerage account affect my entitlement to vote?

A: While your broker may vote your shares with respect to Proposals #1 and
#3 even if you do not instruct your broker how to vote, your broker may only
vote your shares with respect to Proposals #2a, #2b, #2c and #2d if you provide
instructions to your broker on how to vote. You should contact your broker and
ask what directions your broker will need from you. If your shares are held in
the name of a broker, and you intend to attend the annual meeting and vote your
shares in person, you must obtain a legal proxy, executed in your favor, from
your broker to be able to vote at the annual meeting.

Q: What if there are not enough votes to establish a quorum?

A: If there are not enough votes to establish a quorum or to meet the
voting requirement at the annual meeting, we may propose an adjournment or
postponement of the annual meeting for the purpose of soliciting additional
proxies. Therefore, please note that, by delivering a proxy to vote at the
annual meeting, you are also granting a proxy that can be voted in favor of any
adjournments or postponements of the annual meeting.

Q. What do I need to do now?

A: After reading this proxy statement, complete, sign and mail the enclosed
proxy card in the enclosed return envelope as soon as possible. In the
alternative, you may also submit a proxy on the Internet by following the
instructions on the enclosed proxy card. To submit a proxy on the Internet, log
on to the Internet and go to http://www.eproxyvote.com/amc, enter your
authentication number which can be found in the grey shaded box on the proxy
card and follow the directions outlined on the secure website. Even if you plan
to attend the annual meeting in person, we urge you to return your proxy card to
assure the representation of your shares at the annual meeting.

Q: Can I change my vote after I have mailed my signed proxy card?

A: Yes. You can change your vote at any time before your proxy is voted at
the annual meeting. You may do this in one of three ways. First, you can send us
a written notice stating that you revoke your proxy. Second, you can complete
and submit a new proxy card, dated a later date than the first proxy card.
Third, you can attend the annual meeting and vote in person. Your attendance at
the annual meeting will not, however, by itself revoke your proxy. If you hold
your shares in "street name" and have instructed your broker to vote your
shares, you must follow directions received from your broker to change those
instructions.

Q: Do I have dissenters' rights?

A: No dissenters' rights apply to any matter to be acted upon at this
annual meeting.

Q: How does the board of trustees recommend that I vote?

A: Our board of trustees unanimously recommends that you vote:

"FOR" The election of five (5) trustees for a term of one year to
expire in 2006; and

"FOR" The approval of an amendment and restatement of our Company's
Second Amended and Restated Declaration of Trust which reflects the
following significant amendments:

a. the transfer of provisions with respect to our investment
policy from our declaration of trust to our bylaws;

b. the transfer of provisions with respect to our debt policy
from our declaration of trust to our bylaws;

c. the transfer of provisions with respect to our operating
procedures from our declaration of trust to our bylaws; and

d. the reduction in the vote required to approve a conversion
transaction or a roll-up from 80% to a majority vote.

"FOR" The adjournment or postponement of the annual meeting if
necessary to permit further solicitation of proxies if there are
not sufficient votes at the time of the annual meeting to
approve the proposals.

Q: Who can help answer my questions?

A: If you would like additional copies of this proxy statement, or if you
would like to ask any additional questions, you should contact:

The Altman Group
1200 Wall Street West
Lyndhurst, NJ 07071
Attn: Fred Bonnell
(201) 806-7319
or
American Mortgage Acceptance Company
625 Madison Avenue
New York, New York 10022
Attn: Brenda Abuaf
(212) 317-5700

PROPOSALS BEFORE THE MEETING

Proposal #1: Election of Trustees

At the annual meeting, five trustees are to be elected for one-year terms
expiring in 2006. All of the nominees are currently trustees of our Company.
Trustees are elected by a plurality of the votes cast (assuming the presence of
a quorum consisting of a majority of holders of our common shares, whether
present in person or by proxy).

Unless holders of our common shares otherwise specify, the common shares
represented by duly executed proxies will be voted "FOR" the indicated nominees
for election as trustees. Our board of trustees has no reason to believe that
any of the nominees will be unable or unwilling to continue to serve as a
trustee if elected. However, in the event that any nominee should be unable or
unwilling to serve, the common shares represented by proxies received will be
voted for another nominee selected by our board of trustees. Our board of
trustees recommends a vote "FOR" each of the listed nominees.

The following table sets forth information with respect to each nominee
nominated to serve as a trustee for a term to expire in 2006.

Name of
Trustee/
Nominee for
Election Age Principal Occupation
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Stuart J. 48 Mr. Boesky is Chairman, President and Chief Executive
Boesky Officer of our Company and is a Director and the
President of Related AMI Associates, Inc. (our
"Advisor"). Mr. Boesky is also the Chief Executive
Officer and a Managing Trustee of CharterMac (AMEX:CHC),
Chairman of CharterMac Mortgage Capital Corporation
("CharterMac Mortgage Capital") and Managing Director of
Related Capital Company LLC ("RCC"), two of CharterMac's
subsidiaries. Mr. Boesky is responsible for our
strategic planning and new business development. He
oversees all of CharterMac's and our Company's debt
products, including CharterMac's portfolio investing and
mortgage banking operations, capital markets, strategic
planning and new product development. Mr. Boesky
practiced real estate and tax law with the law firm of
Shipley & Rothstein from 1984-1986, when he joined RCC.
From 1983-1984, he practiced law with the Boston office
of Kaye, Fialkow, Richman and Rothstein. Previously, Mr.
Boesky was a consultant at the accounting firm of
Laventhol & Horwath. Mr. Boesky graduated with high
honors from Michigan State University with a Bachelor of
Arts degree and from Wayne State School of Law with a
Juris Doctor degree. He then received a Master of Laws
degree in Taxation from Boston University School of Law.
Mr. Boesky is a regular speaker at industry conferences
and on television. Mr. Boesky is also a member of the
board of directors of the National Association of
Affordable Housing Lenders and the Investment Program
Association.

Alan P. 50 Mr. Hirmes is a managing trustee and Chief Financial
Hirmes Officer of our Company and is a Director and the Chief
Financial Officer and a Senior Vice President of our
Advisor. Mr. Hirmes is also a Managing Trustee, the
Chief Operating Officer and Chief Financial Officer of
CharterMac, the President of RCC and a Board member of
CharterMac Mortgage Capital. Mr. Hirmes is responsible
for managing the overall administration of CharterMac,
RCC and the Company, as well as any new initiatives or
special projects. In addition, Mr. Hirmes oversees RCC's
finance and accounting, human resources, information
technology and investor services departments and the
joint venture development program. Mr. Hirmes has been a
Certified Public Accountant in New York since 1978. Mr.
Hirmes currently serves as Chairman Emeritus of the
Affordable Housing Tax Credit Coalition, a national
organization dealing with issues relating to the Tax
Credit Program. He is also a member of the Advisory
Board of the Low Income Housing Tax Credit Monthly
Report and of the National Housing Conference, and he
serves on the Executive Board of the National Multi
Housing Council. Prior to joining RCC in October 1983,
Mr. Hirmes was employed by Weiner & Co., certified
public accountants, where he specialized in real estate
and partnership taxation. Mr. Hirmes graduated from
Hofstra University with a Bachelor of Arts degree.

Scott M. 45 Mr. Mannes is an independent trustee of our Company. Mr.
Mannes Mannes is a Managing Director of the Norseman Group,
LLC, which is a credit focused mezzanine lender to
single tenant property owners. Prior to Norseman, Mr.
Mannes was a principal of Drawbridge Capital, LLC, a
company providing consulting services to specialty and
consumer finance companies. Prior to Drawbridge, Mr.
Mannes was a key participant in the development and
evolution of the investment banking and merchant

banking operations during his nine-year tenure at
ContiFinancial Corporation, most notably as Co-President
of ContiFinancial Services Corporation. Prior to joining
ContiFinancial in 1990, Mr. Mannes spent seven years
with Financial Guaranty Insurance Company, developing
the first financial guaranties applied to sub-prime
mortgage loan securitizations. Mr. Mannes is a graduate
of State University of New York at Albany and received a
Master of Public Administration degree from the
Rockefeller School of Public Affairs and Policy at SUNY
Albany. Mr. Mannes is a member of the audit committee,
the chairman of the nominating and governance committee
and a member of the compensation committee.

Stanley R. 61 Mr. Perla is an independent trustee of our Company. Mr.
Perla Perla, a licensed Certified Public Accountant, was with
the firm of Ernst & Young LLP for 35 years, the last 25
of which he was a partner. His area of expertise for the
past 40 years was real estate, and he was also
responsible for the auditing of public and private
companies. Mr. Perla served as Ernst & Young's National
Director of Real Estate Accounting, as well as on Ernst
& Young's National Accounting and Auditing Committee. He
is an active member of the National Association of Real
Estate Investment Trusts and the National Association of
Real Estate Companies. Mr. Perla also served on the real
estate committees of the New York State Society of
Certified Public Accountants and the American Institute
of Certified Public Accountants. In addition, Mr. Perla
has been a frequent speaker on real estate accounting
issues at numerous real estate conferences. He is
currently on the Board of Trustees and Chairman of the
Audit Committee of Lexington Corporate Properties Trust
(NYSE:LXP) and is a Vice President and the Director of
Internal Audit of Vornado Realty Trust. Mr. Perla is the
chairman of the audit committee and is a member of the
nominating and governance committee.

Richard M. 63 Mr. Rosan is an independent trustee of our Company and
Rosan is the President of the Urban Land Institute ("ULI"), a
post he has held since 1992. ULI, a globally focused
organization with an international membership of over
20,000 real estate professionals, is considered the
preeminent "think tank" in land use development. In
addition to the duties of leading ULI, Mr. Rosan is also
the President of the ULI Foundation, the philanthropic
arm of ULI. Mr. Rosan is an architect and Fellow of the
American Institute of Architects. Prior to his service
at ULI, Mr. Rosan spent 22 years in New York City in
several capacities, including 12 years with the City of
New York, ending as its Economic Development Director,
six years as President of the Real Estate Board of New
York, and five years in the private development business
working as Project Director on several large New York
City development projects. Mr. Rosan holds a B.A. from
Williams College and a Masters of Architecture from The
School of Architecture at the University of
Pennsylvania. He completed Post Graduate work in Urban
Planning at the University of Cambridge, England. Mr.
Rosan is a member of the audit committee and the
chairman of the compensation committee.

Proposal #2: Amending and Restating our Declaration of Trust

Introduction

Our board of trustees has approved, and recommends that you authorize them
to adopt and execute, an amended and restated declaration of trust of our
Company pursuant to Proposals #2a through #2d, below. The amended and restated
declaration of trust, which will be in the form attached to this proxy statement
as Appendix A, has been marked to show changes from our existing declaration of
trust.

The changes reflected in the amendment and restatement will, among other
matters:

o transfer provisions with respect to our investment policy to our bylaws;

o transfer provisions with respect to our debt policy to our bylaws;

o transfer provisions with respect to our operating procedures to our
bylaws; and

o lower the shareholder approval percentage (from 80% to a majority) for
approval of certain exchange offers, mergers, consolidations,
conversions, roll-ups or other similar transactions.

Overview of Reasons for Proposed Changes

When our Company was originally formed in 1993, it was our intention to
operate as a closed-end, finite-life real estate investment trust ("REIT") that
would acquire government insured mortgage loans, utilizing only the proceeds
from our initial capital raise and no indebtedness. When we were restructured to
an infinite-life company in 1999, our shareholders voted to amend our
declaration of trust in order to accommodate our new business plan, which
included,

among other changes, expanding the types of investments we could make and
utilizing a defined amount of indebtedness to acquire higher yielding mezzanine
and bridge loans and other real estate related investments. However, at the time
of the restructuring, there were certain restrictions with respect to our
operating procedures that were left in our declaration of trust that we now
believe, after five years of operations as a public company, may no longer be
applicable to our Company and in any event should be left to the discretion of
our board of trustees.

Many of these restrictions do not reflect the nature of our current
business plan and are based upon the guidelines of the North American Securities
Administrators Association ("NASAA"), which were applicable when we were a
non-listed entity. We are no longer required by law to be encumbered by those
restrictions.

For these reasons, we are asking you to approve an amendment and
restatement of our declaration of trust. By doing so, our trustees will be given
powers substantially similar to those granted to directors of most public
companies. It will also allow our board of trustees to amend, without the need
to solicit shareholder consent, the provisions that will be moved into the
bylaws as deemed necessary and appropriate to effectively manage our business.
We feel this will enable us to operate in a more efficient and economical manner
by allowing our board of trustees to react quickly to changes in the competitive
and regulatory environment in which we operate. If the various proposals
included in the amendment and restatement of our declaration of trust are not
approved, we may be at a competitive disadvantage if business opportunities
arise in the future which would otherwise require us to obtain shareholder
approval prior to consummating such a transaction.

Recommendation

Our board of trustees recommends that you authorize them to adopt and
execute an amended and restated declaration of trust of our company by voting
"FOR" Proposals #2a, #2b, #2c and #2d set forth below. Each of these proposals
requires the approval of a majority of our common shares outstanding, other than
Proposal #2d which requires approval of 80% of our common shares outstanding.

Principal Effects and Risks of the Proposals

The following discusses the principal effects and risks of the proposals:

Loss of Shareholder Approval. Three of the proposals, Proposals #2a, #2b
and #2c, seek shareholder approval to transfer provisions which are currently
set forth in our declaration of trust into our bylaws. The principal effect of
this change will be to give our board of trustees the ability to amend, without
the need to solicit shareholder consent, the transferred provisions as deemed
necessary and appropriate to effectively manage our business. As a result,
shareholders will no longer have a vote on whether or not certain investment
policies and operating procedures can be changed, including various restrictions
which currently limit the discretion of management and the board of trustees.
While management has discussed with the board from time to time the elimination
or revision of certain of these restrictions, neither management nor the board
of trustees has a present intention to do so, although, as noted above, the
proposals would permit our board of trustees to take actions on its own that
would previously have required shareholder approval if the board felt such
changes were in the best interest of our shareholders and us.

If the proposals are approved, some of the more significant restrictions
which will be moved into our bylaws and, therefore, will no longer require
shareholder approval to change include the following:

o Debt Limitation. Our declaration of trust currently restricts our ability
to incur indebtedness in excess of a set limitation. The present debt
limitation is set at (i) 100% of our total market value with respect to
total indebtedness and (ii) 50% of our total market value with respect to
indebtedness other than working capital indebtedness, trade payables and
subordinated advisor fees. We have no present intention to revise this
limitation as it has provided us with significant flexibility to
implement our business plan as currently formulated.

o Specified Investments. Our declaration of trust currently provides that
40% of our new investments be of the type we originally invested in prior
to our restructuring in 1999. We expect to continue to maintain
approximately 40% of our investments in government insured or guaranteed
investments, primarily through the acquisition of Government National
Mortgage Association ("GNMA" or "Ginnie Mae") and Federal National
Mortgage Association ("FNMA" or "Fannie Mae") mortgage-backed securities
and pass-through certificates.

o NASAA Guideline Limitations. Our declaration of trust currently provides
that our Advisor's compensation is determined in accordance with the
NASAA guidelines. Furthermore, unless approved by our independent
trustees, our total operating expenses may not exceed the greater of (i)
2% of our average invested assets and (ii) 25% of our net income. We have
never exceeded the foregoing limitations.

In addition to the provisions which contain various restrictions that would
be moved to the bylaws, the proposals also contemplate that the more mundane
provisions that are typically found in the bylaws of public companies would be
moved

from the declaration of trust to the bylaws. These include, for example,
provisions regarding meetings of shareholders, including quorum and voting
mechanics; authority of our trustees, including resignation and removal
procedures; appointments of our officers; the setting of record dates and voting
procedures.

Increased Financing Risk. If our Investment Policy is moved into our bylaws
and our board determines to increase our financing, the following risks of
leverage already present will be increased:

o we could lose our interests in assets given as collateral for secured
borrowings or leverage if the required repayments are not made when due;

o our cash flow from operations may not be sufficient to retire these
obligations as they mature, making it necessary for us to either
refinance these obligations prior to maturity or to raise additional debt
and/or equity or dispose of some of our assets to retire the obligations
which could have an adverse effect on the amount of cash available for
distribution to our shareholders; and

o there can be no assurance as to the availability, or the terms and
conditions, of any financing needed by us to refinance borrowings.

Less Control by Minority Shareholders. Proposal #2d seeks shareholder
approval to lower the required percentage (from 80% to a majority) for approval
of certain exchange offers, mergers, consolidations, conversions, roll-ups or
other similar transactions ("Conversion or Roll-Up Transactions"). The principal
effect of this change would be a reduction in the voting requirement for us to
seek approval for a Conversion or Rollup Transaction which would have a direct
impact on the ability of a minority shareholder to block such a transaction. As
a result, even though our shareholders would exercise discretion over such
transactions, it will no longer be as difficult for us to obtain the vote to
pursue a Conversion or Roll-up Transaction.

Proposal #2a: Transfer Provisions with Respect to our Investment Policy to
our Bylaws

Our board of trustees has approved, and recommends that you authorize them
to adopt and execute, an amended and restated declaration of trust of our
Company, which would, among other things, move Article VII - Investment Policy
of the declaration of trust to our bylaws (with the exception of the provisions
in Article VII that relate to our debt policy, which we are asking you to vote
on separately in Proposal #2b). Presently, any amendment to our declaration of
trust and, therefore, changes to our investment policy requires the approval of
our shareholders. Obtaining shareholder approval for such amendments is often
costly and time-consuming. We have also surveyed other public REITs and
determined that most public companies and similarly situated REITs provide for
director discretion with respect to investment policy. We feel that moving our
investment policy into our bylaws would enable us to operate in a more efficient
and economical manner by allowing our board of trustees to react quickly to
changes in the competitive and regulatory environment in which we operate.

For example, in recent years, we have expanded our business plan and
undertaken a growing variety of investments in real estate including
diversifying outside of multifamily residential to include commercial
opportunities. While such investments are currently permitted by our declaration
of trust, we wish to move the provision to our bylaws so that if necessary, our
board can alter the provision in order to take full advantage of investment
opportunities that are within our core competency as soon as such opportunities
are presented.

By transferring our investment policy to our bylaws, we would be giving our
board the needed flexibility in our continued operations and expanding business.
It would also enable us to operate in a more efficient and economical manner by
allowing our board of trustees to react quickly to changes in the competitive
and regulatory conditions in which we operate.

For these reasons, we are asking you to approve shifting the investment
policy of our Company into our bylaws. A copy of our Amended and Restated Bylaws
has been attached to this proxy as Appendix B.

Proposal #2b: Transfer Provisions with Respect to our Debt Policy to our Bylaws

Our declaration of trust currently restricts our ability to incur
indebtedness in excess of a set limitation. The present debt limitation is set
at (i) 100% of our total market value with respect to total indebtedness and
(ii) 50% of our total market value with respect to indebtedness other than
working capital indebtedness, trade payables and subordinated advisor fees. We
are asking you to approve moving this restriction on indebtedness to our bylaws
which will grant our board of trustees the discretion to determine, from time to
time, our appropriate level of indebtedness.

Although we have no immediate plans to increase the amount of our
indebtedness beyond that currently permitted by the declaration of trust,
granting the board of trustees discretion with respect to such decisions will
provide us with greater flexibility and allow us to react quickly to changes in
our industry. In addition, we have surveyed other public mortgage REITs and
determined that most similarly situated REITs grant the board discretion with
respect to indebtedness limitations.

For these reasons, we are asking you to approve shifting provisions related
to the debt policy of our Company into our bylaws. A copy of our Amended and
Restated Bylaws has been attached to this proxy as Appendix B.

Proposal #2c: Transfer Provisions with Respect to our Operating Procedures
to our Bylaws

Our board of trustees has approved, and recommends that you authorize them
to adopt and execute, an amended and restated declaration of trust of our
Company, which would, among other things, transfer certain provisions related to
our operating procedures from our declaration of trust to our bylaws. These
include, for example, provisions regarding meetings of shareholders, including
quorum and voting mechanics; authority of our trustees, including resignation
and removal procedures; appointments of our officers; the setting of record
dates and voting procedures. It also includes references to the NASAA
guidelines, which were only applicable when we were a non-listed company.

In light of our continuing growth and the manner in which our Company has
changed since our declaration of trust was created, such an amendment would
allow our board of trustees to exercise greater discretion and control over the
operation of our Company and provide needed flexibility. For example, our
declaration of trust currently contains restrictions as set by the NASAA
guidelines which limits the amount we may compensate our advisor. It also
contains

restrictions, also set by the NASAA guidelines, which does not permit our total
operating expense to exceed the greater of (i) 2% of our average invested assets
and (ii) 25% of our net income. While we have never exceeded the foregoing
limitations, we are no longer required by law to be encumbered with the NASAA
restrictions and feel that moving these to our bylaws would put our board of
trustees in a position to amend, should it in the future determine it is in our
best interest and without the need to solicit shareholders consent, these
operating procedures as deemed necessary and appropriate to effectively manage
our business.

For these reasons, we are asking you to approve an amendment to our
declaration of trust that would transfer certain provisions related to our
operations to our bylaws. A copy of our Amended and Restated Bylaws has been
attached to this proxy as Appendix B.

Proposal #2d: Amendment to the Shareholder Voting Requirements for Approval
of Conversion Transactions or Roll-Ups

Presently, Conversion or Roll-Up Transactions require the approval of the
holders of eighty percent (80%) of the outstanding shares of our Company. We
propose to reduce this eighty percent (80%) approval requirement to a majority
of the outstanding shares of our Company held by our shareholders in order to
authorize a Conversion or Roll-Up Transaction.

The eighty percent (80%) approval requirement currently provided for in our
declaration of trust has the potential to unduly limit our Company's ability to
obtain approval of a Conversion or Roll-Up Transaction, as our Company has a
broad and diverse shareholder base with many shareholders owning small amounts
of our shares. In addition, the current declaration of trust provides for the
approval of the holders of a majority of the shares outstanding for all other
major decisions with respect to our Company. If approved, this amendment would
continue to permit our shareholders to exercise discretion over such
transactions; however, undertaking a Conversion or Roll-Up Transaction would be
less costly and our Company would have the ability to obtain such approval in a
timely manner.

For these reasons, we are asking you to approve the amendment of the voting
requirements for approval of Conversion or Roll-Up Transactions as described
above.

Comparison of Provisions of Our Existing Declaration of Trust to the
Proposed Amended and Restated Declaration of Trust

Set forth below is a comparison of our existing declaration of trust to
the proposed amended and restated declaration of trust showing the provisions
that will be modified if Proposals #2a, #2b, #2c and #2d are approved by our
shareholders. The comparison (and the discussion above) are summaries and you
should not assume they are complete. You should read the form of Third Amended
and Restated Declaration of Trust which is attached to this proxy as Appendix A
for a complete description of the proposed changes.

Topic Existing Declaration of Trust Amended Declaration of Trust
-------------------------- ----------------------------------------------- -------------------------------------------

Annual Meetings of o Annual meeting of shareholders for o Unchanged, however mechanics
Shareholders the election of trustees and for other moved to the bylaws.
business not less than 30 days after
delivery of the annual report, but not
later than June 30 of each year.

Other Meetings of the o Meetings of shareholders for any o Unchanged, however mechanics
Shareholders purpose held at such time and place as moved to the bylaws.
shall be stated in the notice of the
meeting.

Shareholder Voting o Each shareholder entitled to vote in o Unchanged, however mechanics
accordance with the declaration of trust moved to the bylaws.
shall be entitled to one vote for each
share (i) at a meeting, in person, by
written

Topic Existing Declaration of Trust Amended Declaration of Trust
-------------------------- ----------------------------------------------- -------------------------------------------

proxy or by a signed writing or consent or (ii)
without a meeting, by a signed writing or
consent.

o All elections for trustees decided o No change.
by plurality vote provided that at least a
majority of the outstanding shares cast a vote
in such election.

o All other questions decided by a o No change.
majority of votes cast at a meeting at which a
quorum is present or a majority of outstanding
shares cast, without a meeting.

o None of the Advisor, the trustees o No change.
nor their affiliates may vote any shares
held by them on matters submitted to the
shareholders regarding (a) the removal of
the Advisor, the trustees or their
affiliates; or (b) any transaction between
the Company and the Advisor, the trustees
or their affiliates.

Inspection of Elections o Procedures for the inspection of o Moved to bylaws.
elections and duties of the inspector.

Access to Records o Procedures for the inspection of o Unchanged, however mechanics
records of the Company. moved to the bylaws.

List of Shareholders o Procedures for maintaining a list of o Moved to bylaws.
shareholders and for making such list
available to shareholders.

Quorum o The presence, in person or by proxy, o Moved to bylaws.
of Shareholders of shareholders holding a majority of the
outstanding shares of the Company entitled to
vote, shall constitute a quorum.

o Procedures for adjourning meetings o Moved to bylaws.
in the event a quorum is not present
and conducting business in such adjourned
meeting.

Special Meetings of the o Procedures for calling for a special o Moved to bylaws.
Shareholders meeting of the shareholders.

Topic Existing Declaration of Trust Amended Declaration of Trust
-------------------------- ----------------------------------------------- -------------------------------------------

Notice of Shareholder o Provisions regarding the procedures o Moved to bylaws.
Meetings for providing notice to shareholders of an
annual or special meeting of the
shareholders.

Business Transacted at o No business other than that stated o Moved to bylaws.
Shareholder Meetings in the notice shall be transacted at any
meeting without the unanimous consent of
all the shareholders entitled to vote
thereat.

Number of Trustees o The number of trustees shall be not o No change.
less than three nor more than nine and a
majority of trustees shall at all times be
independent trustees.

Nomination, Election and o Trustees shall be elected at the o No change.
Term of Trustees annual meeting of the shareholders

o Each trustee shall serve a term of o No change.
one year.

o Provisions regarding the qualification of o Moved to bylaws.
trustees and the board of trustees.

o Provisions regarding the nomination o Moved to bylaws.
of trustees by the board of trustees and
shareholders.

Authority and o Provisions regarding general o No change.
Responsibility of responsibility and authority of the
Trustees trustees.

o Provisions regarding specific and o Moved to bylaws.
special authority of the board of
trustees.

o Provisions regarding limitations and o Moved to bylaws.
suitability of available business
opportunities to the trustees.

Resignation and Removal o Provisions regarding the resignation o Moved to bylaws.
of Trustees of trustees.

o Trustees may be removed for cause, o Moved to bylaws.
by action of the majority of the board of
trustees.

Topic Existing Declaration of Trust Amended Declaration of Trust
-------------------------- ----------------------------------------------- -------------------------------------------

o Trustees may be removed, with or o No change.
without cause, by a vote of the holders of
a majority of outstanding shares entitled
to vote.

Vacancies o Newly created trusteeships or o Unchanged, however mechanics
vacancies occurring in the board of relating to trustees filling vacancies
trustees for any reason except the removal moved to the bylaws.
of trustees by shareholders filled by vote
of a majority of the trustees, although
less than a quorum exists.

o Vacancies as a result of the removal o No change.
of trustees by shareholders shall be
filled by shareholders.

o Provisions regarding the vesting of o Moved to bylaws.
the right, title and interest of the
trustees in and to the assets of the
Company in successor and additional
trustees.

Action by the Trustees o Provisions regarding the ability of o Moved to bylaws.
the trustees to take action at a meeting.

o Provisions regarding the ability of o Moved to bylaws.
the trustees to take action without a
meeting.

Compensation of o Provisions regarding the o Moved to bylaws.
Trustees compensation of the Trustees.

Meetings of o Trustees may participate in meetings o Moved to bylaws.
Trustees/Action by means of conference telephone or similar
without Meeting communications equipment and may take
action by written consent.

Appointment of o Provisions regarding the board of o Moved to bylaws.
Executive Committee trustees' ability to appoint an Executive
Committee and delegate certain duties
thereto.

Officers o Provisions regarding the election, o Moved to bylaws.
appointment and duties of the officers of
the Company.

Advisor o Provisions with respect to appointment of o No change.

Topic Existing Declaration of Trust Amended Declaration of Trust
-------------------------- ----------------------------------------------- -------------------------------------------

an Advisor of the Company.

o All provisions with respect to o Moved to bylaws.
Advisor compensation and contract renewal.

Exculpation and o All provisions with respect to the o No change.
Indemnification exculpation and indemnification of the
trustees and officers.

Investment Policy o All provisions with respect to the types of o Moved to bylaws.
investments entered into by the Company and
limitations on such investments.

Debt Limitation o The Company is authorized to incur o Moved to bylaws.
indebtedness up to (i) 100% of its total
market value, with respect to total
indebtedness and (ii) 50% of its total
market value, with respect to indebtedness
other than working capital indebtedness,
trade payables and subordinated advisor
fees.

Shares o Certificates evidencing shares; o Moved to bylaws.
share ledger; procedure for transferring
shares.

o All other share provisions. o No change.

Miscellaneous o Description and use of the Company seal. o Moved to bylaws.

o The fiscal year of the Company shall o Moved to bylaws.
be determined by resolution of the Board
of Trustees.

o All checks, drafts or other orders o Moved to bylaws.
for the payment of money, etc. shall be
signed by such officer(s), or agent(s) of
the Company, and in such manner, as
determined by resolution of the board of
trustees.

o Provisions with respect to delivery o Moved to bylaws.
of notices and waivers of notice.

o The declaration of trust shall be o No change.
binding upon all successors and assigns of
the

Topic Existing Declaration of Trust Amended Declaration of Trust
-------------------------- ----------------------------------------------- -------------------------------------------

trustees and the shareholders.

o Inspection of books and records of o No change.
the Company shall be permitted to the
extent permitted by applicable law, unless
broader rights are granted under the
bylaws.

o Provision regarding severability and o No change.
applicable law.

Duration, Amendment and o All provisions regarding the o No change - Except as noted
Termination duration, amendment or termination of the below.
Company.

o Amendment to provisions regarding o Amendment to provisions
the approval of certain conversion regarding the approval of certain
transactions requires the vote of 80% of conversion transactions requires the
the holders of the outstanding shares. vote of a majority of the holders of
the outstanding shares.

Excess Shares o All provisions regarding Excess o No change.
Shares (as defined in the declaration of
trust).

Conversion o The approval of the holders of 80% o The approval of the holders of a
Transactions of the shares and the unanimous approval majority of the shares and the
of the independent trustees shall be unanimous approval of the independent
required for certain exchange offers, trustees shall be required for certain
mergers, consolidations or similar exchange offers, mergers,
transactions. consolidations or similar transactions.

Roll-Up Transactions o All provisions relating to Roll-Ups o No change - Except as noted
(as defined in the declaration of trust). below.

o The Company shall not participate in any o No change except to add reference to
Roll-Up that results in the Shareholders the Bylaws.
having rights to receive reports that are less
than those provided in the declaration of
trust.

o The Company shall not participate in any o No change except to add reference to
Roll-Up that results in the investors of the the Bylaws.
Roll-Up entity having rights of access to
records of the Roll-Up entity that are less
than those provided in the declaration of
trust.

MANAGEMENT

Our board of trustees directs the management of the business of our Company
but retains our Advisor to manage our day-to-day affairs. Our Advisor is
indirectly owned by CharterMac. Our board of trustees delegates to our Advisor
responsibilities with respect to, among other things, overseeing our portfolio
of assets and acquiring and disposing of investments.

Meetings and Attendance

During 2004, our board of trustees held twelve meetings, the audit
committee held five meetings, the compensation committee held two meetings and
the nominating and governance committee held two meetings. The average
attendance in the aggregate of the total number of board of trustees and
committee meetings was 91%, and no trustee attended fewer than 75% of the
aggregate of all meetings of the board of trustees and applicable committee
meetings.

Our Company does not have a formal policy requiring trustees to be present
at annual meetings, although we do encourage their attendance. All of our
trustees attended the 2004 annual meeting.

Trustees and Executive Officers

The trustees and executive officers of our Company are as follows:

Year First Became
Name Age Office Held Officer/Trustee Term Expires
----------------------------------------------------------------------------------------------------------------------------

Stuart J. Boesky 48 Chairman of the Board, Chief Executive Officer and President 1991 2005
Alan P. Hirmes 50 Managing Trustee and 1991 2005
Chief Financial Officer
Scott M. Mannes 45 Managing Trustee (Independent) 2001 2005
Stanley R. Perla 61 Managing Trustee (Independent) 2004 2005
Richard M. Rosan 63 Managing Trustee (Independent) 2004 2005
John A. Garth 47 Chief Operating Officer and Senior Vice President 2004 --
Denise L. Kiley(1) 45 Senior Vice President 1999 --
Marc D. Schnitzer 44 Senior Vice President 1999 --
(1) On March 23, 2005, we announced Ms. Kiley's intention to retire in 2005

Biographical information with respect to Messrs. Boesky, Hirmes, Mannes,
Perla and Rosan is set forth under "PROPOSALS BEFORE THE MEETING; Proposal #1:
Election of Trustees" above.

JOHN A. GARTH is Chief Operating Officer and a Senior Vice President of our
Company. Mr. Garth joined our Company with over 20 years of professional
experience, including approximately 19 years in varied management positions in
the real estate industry. Prior to joining our Company, Mr. Garth was Senior
Vice President and Production Manager at GMAC Commercial Mortgage Corporation
("GMAC"), a commercial real estate financial services firm. Mr. Garth joined
GMAC in 1997 as Vice President and Senior Underwriter and managed a 20-person
team that originated, underwrote, and closed $3 billion in loans in two years.
He was promoted to Senior Vice President in 1999 and was responsible for
originating or co-originating and closing over $3 billion in 150 transactions.
Prior to his tenure with GMAC, Mr. Garth spent nearly 12 years in various
positions with The Prudential Insurance Company of America, including Vice
President of the company's Assets, Structured Finance, and Realty Groups. Mr.
Garth graduated from Tulane University with a Bachelor of Science degree in
Civil Engineering and subsequently received a Master of Science degree in Civil
Engineering. Mr. Garth also received his Masters in Business Administration from
The Wharton School at The University of Pennsylvania.

DENISE L. KILEY is a Senior Vice President of our Company and a Vice
President of our Advisor. Ms. Kiley is a Managing Trustee and the Chief Credit
Officer of CharterMac, the Chief Operating Officer of RCC and a member of the
board of directors of CharterMac Mortgage Capital. Ms. Kiley is the Director of
the Asset Management and Underwriting Divisions, where she is responsible for
overseeing the due diligence and asset management of all multifamily residential

properties invested in by CharterMac, our Company and RCC. Prior to joining RCC
in 1990, Ms. Kiley was a First Vice President with Resources Funding
Corporation, where she was responsible for acquiring, financing, and asset
managing multifamily residential properties. From 1981-1985 she was an auditor
with Price Waterhouse. Ms. Kiley is a Member of the Advisory Committee for the
Joint Center for Housing at Harvard University; she is on the Multifamily
Leadership Board for the National Association of Home Builders; and she is a
member of the National Housing & Rehabilitation Association. Ms. Kiley received
a Bachelor of Science degree in accounting from The Carroll School of Management
at Boston College. As noted above, Ms. Kiley is retiring from the Company.

MARC D. SCHNITZER is a Senior Vice President of our Company and a Vice
President of our Advisor. Mr. Schnitzer is a Managing Trustee and President of
CharterMac, the Chief Executive Officer of RCC and a member of the board of
directors of CharterMac Mortgage Capital. Mr. Schnitzer directs RCC's Tax Credit
Group, which has invested in excess of $4.5 billion in affordable housing tax
credit properties since 1987. Mr. Schnitzer is also responsible for structuring
and marketing RCC's institutional tax credit offerings. Mr. Schnitzer is a
member of the executive committee of the board of directors of the National
Multi Housing Council and a Vice President and member of the Executive Committee
of the Affordable Housing Tax Credit Coalition. He is a frequent speaker at
industry conferences sponsored by the National Council of State Housing Agencies
and the National Housing and Rehabilitation Association. Mr. Schnitzer joined
RCC in 1988 after receiving a Master of Business Administration degree from The
Wharton School of The University of Pennsylvania in December 1987. From
1983-1986, Mr. Schnitzer was a Financial Analyst in the Fixed Income Research
Department of The First Boston Corporation, an international investment bank.
Mr. Schnitzer received a Bachelor of Science degree, summa cum laude, in
Business Administration from the School of Management at Boston University in
1983.

Other Officers of Our Company

Other officers of our Company are as follows:

JOHN J. SOREL, 44, is an Executive Vice President of CharterMac and the
Chief Credit Officer of CharterMac Mortgage Capital. Mr. Sorel directs the
portfolio risk management group overseeing a portfolio of construction and
forward commitment assets for CharterMac and CharterMac Mortgage Capital valued
at over $2.5 billion. As Chief Credit Officer for CharterMac Mortgage Capital,
Mr. Sorel is responsible for creating and overseeing overall credit policy and
risk management for all market rate investments and serves on several investment
committees within CharterMac and CharterMac Mortgage Capital. In 2004, Mr. Sorel
directed the consolidation of the CharterMac servicing and risk management
groups with that of its mortgage banking unit, resulting in a combined servicing
platform in excess of 1,100 loans valued at $5.9 billion. Mr. Sorel joined
CharterMac in 1999 as a Vice President, initially to focus on the construction
lending and risk management of its bond portfolio and was promoted in 2001 to
Senior Vice President and Director of Portfolio Management. Prior to joining
CharterMac, Mr. Sorel was a commercial banker for 13 years. As a Vice President
in the commercial real estate division of BankBoston he originated a variety of
construction loans for affordable and market rate property as well as various
corporate lending relationships with the affordable housing business. Mr. Sorel
holds a Bachelors Degree in Economics from Syracuse University.

ROBERT LEVY, 39, is a Senior Vice President of Capital Markets of our
Company and is a Senior Vice President of capital markets for RCC. Mr. Levy
joined RCC in November of 2001. From 1998 through 2001, Mr. Levy was a Vice
President in the Real Estate Equity Research and Investment Banking Departments
at Robertson Stephens, an investment banking firm in San Francisco. Prior to
1998, Mr. Levy was employed by Prudential Securities in the Real Estate Equity
Research Group and at the Prudential Realty Group, the real estate investment
arm of the Prudential Insurance Company. He received his Bachelor of Arts from
Northwestern University and a Masters in Business Administration from New York
University.

JOHN J. KELLY, 40, is the Chief Accounting Officer of our Company and a
Senior Vice President of RCC. Prior to joining RCC in 2004, Mr. Kelly was
employed by Vertis Holdings, Inc. and Chancery Lane Capital from 1997 to 2002.
Mr. Kelly held prior positions with Pfizer, Inc., Melville Corporation and KPMG.
Mr. Kelly holds a Bachelors of Business Administration degree in Accounting from
Old Dominion University and is a Certified Public Accountant in New York.

Committees of the Board of Trustees

Our board of trustees has standing audit, compensation and nominating and
governance committees. The functions of each committee are detailed in the
respective committee charters, which are available on our website at
http://www.americanmortgageco.com in the "Investor Relations" section. Please
note that the information on our website is not incorporated by reference in
this Proxy Statement.

Audit Committee

The audit committee's duties include the periodic review of our financial
statements and meetings with our independent auditors. The audit committee must
have three members and be comprised solely of independent trustees. The audit
committee held five meetings during the year ended December 31, 2004 and is
currently comprised of Messrs. Mannes, Perla and Rosan, each of whom the board
of trustees has determined is independent within the meaning of Securities and
Exchange Commission ("SEC") regulations and the listing standards of the
American Stock Exchange. In addition, our board of trustees has determined that
Mr. Perla is qualified as an audit committee financial expert within the meaning
of SEC regulations and the listing standards of the American Stock Exchange. On
March 9, 2005, our board of trustees approved minor changes to our audit
committee charter, which included the delegation to the audit committee of the
responsibility of overseeing compliance with our Company's Code of Conduct. Our
amended audit committee charter, which is posted on our website at
http://www.americanmortgageco.com in the "Investor Relations" section, is also
attached to this proxy statement as Appendix C.

Compensation Committee

The compensation committee's duties include the determination of
compensation, if any, of our executive officers and of our Advisor and the
administration of our Incentive Share Option Plan (our "Share Option Plan"). The
compensation committee must have at least two members and be comprised solely of
independent trustees. The compensation committee held two meetings during the
year ended December 31, 2004 and is currently comprised of Messrs. Mannes and
Rosan, each of whom the board of trustees has determined is independent within
the meaning of SEC regulations and the listing standards of the American Stock
Exchange.

Nominating and Governance Committee

Duties/Composition. The nominating and governance committee's duties
include recommending to the Board, for its approval, the trustee nominees for
election at any annual or special meeting of our shareholders and overseeing our
compliance with legal and regulatory requirements pertaining to corporate
governance, including the corporate governance listing requirements of the
American Stock Exchange. The nominating and governance committee must have at
least two members and be comprised solely of independent trustees. The
nominating and governance committee held two meetings during the year ended
December 31, 2004. The nominating and governance committee is currently
comprised of Messrs. Mannes and Perla, each of whom the board of trustees has
determined is independent within the meaning of SEC regulations and the listing
standards of the American Stock Exchange. Mr. Mannes is the chairman of the
nominating and governance committee.

Criteria for Nomination. The following requirements, which are currently
set forth in our declaration of trust (but will be moved to our bylaws if
Proposal #2b is approved), help our nominating and governance committee identify
trustee nominees:

o a majority of trustees must at all times be independent trustees;

o a trustee must be an individual at least 21 years of age who is not
under legal disability;

o a trustee must have at least three years of relevant experience
demonstrating the knowledge and experience required to successfully
acquire and manage mortgage investments; and

o at least one independent trustee must have at least three years of
relevant real estate experience.

Shareholder Nominations. Any shareholder entitled to vote at the annual
meeting may submit a nomination for a trustee. However, any shareholder entitled
to vote at the annual meeting generally may nominate one or more persons for
election as trustees at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to our Secretary not later
than (i) with respect to an election to be held at an annual meeting of
shareholders, 90 days prior to the anniversary date of the immediately preceding
annual meeting, and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of trustees, the close of business on
the tenth day following the date on which notice of such meeting is first given
to shareholders. Each such notice shall set forth: (a) the name and address of
the shareholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the shareholder is a holder of record
of our shares entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of

the SEC, had the nominee been nominated, or intended to be nominated by the
board of trustees; and (e) the consent of each nominee to serve as a Trustee of
the Trust, if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

Communication with Trustees

You may communicate directly with the board of trustees of our Company by
sending correspondence to our Company's Secretary at: Secretary, American
Mortgage Acceptance Company, 625 Madison Avenue, New York, New York 10022. The
sender should indicate in the address whether it is intended for the entire
board, the independent trustees as a group, or to an individual trustee. Each
communication intended for the board or independent trustees received by the
Secretary will be promptly forwarded to the intended recipients in accordance
with the sender's instructions.

Other Corporate Governance Initiatives

We have adopted a Code of Business Conduct and Ethics that applies to our
trustees and executive officers, including our Chief Financial Officer, as well
as all employees of our Advisor.

We regularly monitor developments in the area of corporate governance and
continue to enhance our corporate governance structure based upon a review of
new developments and recommended best practices. Our corporate governance
materials, including our Corporate Governance Guidelines, Code of Business
Conduct and Ethics, Whistle Blower Policy (which is incorporated in our Code of
Business Conduct and Ethics) and standing committee charters may be found on our
website at http://www.americanmortgageco.com in the "Investor Relations"
section. Copies of these materials are also available to shareholders upon
written request to our Secretary at: Secretary, American Mortgage Acceptance
Company, 625 Madison Avenue, New York, New York 10022.

Our Advisor

The officers of our Advisor provide services to our Company. All of the
voting shares of our Advisor are indirectly owned by CharterMac.

The directors and officers of our Advisor are set forth below.

Related AMI Associates, Inc.

Year First Became
Name Age Offices Held Officer/Director
----------------------------------------------------------------------------------------------------------------------------

Stuart J. Boesky 48 Director/President/Senior Vice President 1991
Alan P. Hirmes 50 Director/Chief Financial Officer/ Senior Vice President 1991
Denise L. Kiley 45 Vice President 1999
Marc D. Schnitzer 44 Vice President 2000

Biographical information with respect to Ms. Kiley and Mr. Schnitzer is set
forth under "Trustees and Executive Officers." Biographical information with
respect to Messrs. Hirmes and Boesky is set forth under "PROPOSALS BEFORE THE
MEETING -- Proposal #1: Election of Trustees" above.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and trustees, and persons who own more than ten percent
of a registered class of our equity securities, to file reports of ownership and
changes in ownership with the SEC. These persons are required by regulation of
the SEC to furnish us with copies of all Section 16(a) forms they file.

During the fiscal year ended December 31, 2004, all of our trustees,
executive officers and greater than ten percent beneficial owners complied with
all applicable Section 16(a) filing requirements.

EXECUTIVE COMPENSATION

Trustees and Management

We currently have five executive officers (one of whom, Ms. Kiley, has
announced her retirement) and five trustees (three of whom are independent
trustees). We do not pay or accrue any fees, salaries or other forms of
compensation to our officers other than options which may be received under our
Share Option Plan. Independent trustees receive compensation for serving as
independent trustees at the rate of $20,000 per year payable one-half in cash
and one-half in common shares (or all in common shares at the trustee's
discretion) in addition to an expense reimbursement for attending meetings of
our board of trustees. The chairman of the audit committee receives an
additional $5,000 in cash for serving on the audit committee.

Our Advisor, at its expense, provides all personnel necessary to conduct
our regular business. Our Advisor receives various fees and reimbursements for
advisory and other services performed under our Advisory Agreement, as further
described in the "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Advisory
Agreement" section of this Proxy Statement. An affiliate of our Advisor pays all
salaries, bonuses and other compensation (other than options which may be
received under our Share Option Plan) to the officers of our Advisor (including
such officers who also serve as officers of our Company). Certain officers of
our Advisor and certain officers of our Company receive compensation from our
Advisor and its affiliates for services performed for various affiliated
entities, which may include services performed for us. Such compensation may be
based in part on our performance; however, our Advisor believes that any such
compensation attributable to services performed for us is immaterial.

Share Option Plan

We have adopted a Share Option Plan, the purpose of which is (i) to attract
and retain qualified persons as trustees and officers and (ii) to incentivize
and more closely align the financial interests of our Advisor and its employees
and officers with the interests of the holders of our common shares by providing
our Advisor with a substantial financial interest in our success. The
compensation committee, which is comprised of Messrs. Mannes and Rosan,
administers our Share Option Plan. Pursuant to our Share Option Plan, if our
distributions per common share in the immediately preceding calendar year exceed
$1.45 per common share, the compensation committee has the authority to issue
options to purchase, in the aggregate, that number of common shares which is
equal to 10% of the aggregate number of common shares outstanding as of December
31 of the immediately preceding calendar year (subject to any limitations
imposed by the national securities exchange or national quotation system upon
which the Company is listed). This is the "life maximum" for our Share Option
Plan.

All options granted by the compensation committee will have an exercise
price equal to or greater than the fair market value of the common shares on the
date of the grant. The maximum option term is ten years from the date of grant.
All common share options granted pursuant to our Share Option Plan may vest
immediately upon issuance or in accordance with the determination of the
compensation committee. No options were granted for the years ended December 31,
1999, December 31, 2000, and December 31, 2001. In 2002, we distributed $1.51
per common share. Therefore, the compensation committee was authorized to issue
options for the year ended December 31, 2002. On April 11, 2003, the
compensation committee granted 190,000 options to 25 employees of RCC and to our
Advisor. In 2003, we distributed $1.60 per common share, however, there were not
any options issued. For the year ended December 31, 2004, we distributed $1.60
per common share and therefore, the compensation committee is authorized to
issue options for the year ended December 31, 2004. On March 23, 2005, we
granted 65,052 options for common shares to Mr. Garth pursuant to our Share
Option Plan. The options have an effective date of January 3, 2005. All share
options will vest over a three year period, with one third vesting on the first
anniversary of the effective date.

Report of the Compensation Committee

The compensation committee of our board of trustees is comprised of two
independent trustees (Messrs. Mannes and Rosan). The role of the compensation
committee is to administer the policies governing our Share Option Plan. Because
we do not pay salaries and bonuses to our officers or our Advisor, the
compensation committee does not determine executives' salary levels. Subject to
the restrictions contained in our Share Option Plan, option compensation is
intended to be set at a level competitive with the amounts paid to the
management of similarly sized companies in similar industries. The compensation
committee also evaluates the performance of management when determining the
number of options to be issued.

Our grants of share options are structured to link the compensation of our
officers and the officers and employees of our Advisor with our performance.
Through the establishment of our Share Option Plan, we have aligned the
financial

interests of our executives (and the executives and employees of our Advisor)
with the results of our performance, which is intended to enhance shareholder
value. The compensation committee may only grant options if certain performance
levels are met and is limited in the number of options which may be granted each
year (See "Share Option Plan" above). The amount of options which may be granted
will be set at levels that the compensation committee believes to be consistent
with others in our industry, with such compensation contingent upon our level of
annual and long-term performance.

Section 162(m) was added to the Internal Revenue Code (the "Code") as part
of the Omnibus Budget Reconciliation Act of 1993. Section 162(m) limits the
deduction for compensation paid to the chief executive officer and the other
executive officers to the extent that compensation of a particular executive
exceeds $1,000,000 (less the amount of any "excess parachute payments" as
defined in Section 280G of the Code) in any one year. However, under Section
162(m), the deduction limit does not apply to certain "performance-based"
compensation established by an independent compensation committee which conforms
to certain restrictive conditions stated under the Code and related regulations.
It is our goal to have compensation paid to our executive officers qualify as
performance-based compensation deductible for federal income tax purposes under
Section 162(m). Given the fact that we are currently externally managed by our
Advisor and the only compensation that currently may be paid to our executive
officers are options pursuant to our Share Option Plan, it is unlikely that
Section 162(m) will present any concerns.

During the fiscal year ended December 31, 2004, the compensation committee
consisted of Messrs. Rosan and Mannes. No compensation committee member had any
interlocking relationships requiring disclosure under applicable rules and
regulations. No compensation committee member was employed by the Company as an
officer or employee during 2004. No executive officer of the Company serves as a
member of the board of directors or compensation committee of any other company
that has one or more executive officers serving as a member of our board of
trustees or the compensation committee.

COMPENSATION COMMITTEE

Richard M Rosan -- Chairman
Scott M. Mannes

Stock Performance Graph

The following stock performance graph compares our performance to the S&P
500 and the NAREIT Mortgage REIT Index. The graph assumes a $100 investment on
December 31, 1999. All stock price performance figures include the reinvestment
of dividends.

[GRAPHIC OMITTED]

Cumulative Total Return

12/99 12/00 12/01 12/02 12/03 12/04
------------------------------------------------------------------------------------

AMAC $100.00 $ 89.44 $163.94 $158.76 $183.66 $193.80
S & P 500 100.00 90.89 80.09 62.39 80.29 89.02
NAREIT MORTGAGE 100.00 115.96 205.64 269.55 424.24 502.44

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 1, 2005, no one was known by us to be the beneficial owner of
more than five percent of the outstanding common shares of our Company.

As of April 1, 2005, trustees and executive officers of our Company and
directors and executive officers of our Advisor own, directly or beneficially,
common shares as follows :

Amount and Nature of Percent of
Name Title Beneficial Ownership Class
----------------------------------------------------------------------------------------------------------------------------

Chairman, President and Chief Executive Officer of our
Stuart J. Boesky Company and Director and President of our Advisor 115,971 Common Shares(1) 1.39%
----------------------------------------------------------------------------------------------------------------------------

Trustee and Chief Financial Officer of our Company,
Alan P. Hirmes Director and Senior Vice President of our Advisor 106,471 Common Shares(1) 1.28%
----------------------------------------------------------------------------------------------------------------------------

Stanley R. Perla Trustee of our Company 1,311 Common Shares *
----------------------------------------------------------------------------------------------------------------------------

Richard M. Rosan Trustee of our Company 656 Common Shares *
----------------------------------------------------------------------------------------------------------------------------

Scott M. Mannes Trustee of our Company 656 Common Shares *
----------------------------------------------------------------------------------------------------------------------------

Senior Vice President of our Company, Vice President of
Denise L. Kiley(2) our Advisor 94,471 Common Shares(1) 1.13%
----------------------------------------------------------------------------------------------------------------------------

Senior Vice President of our Company and Vice President
Marc D. Schnitzer of our Advisor 94,471 Common Shares(1) 1.13%
----------------------------------------------------------------------------------------------------------------------------

Chief Operating Officer and Senior Vice President of
John A. Garth our Company 2,500 Common Shares *
----------------------------------------------------------------------------------------------------------------------------
All Executive Officers and trustees and directors of our Company and our 140,433 Common Shares(1) 1.68%
Advisor as a group (8 persons)

----------

1 92,858 of these common shares are owned by RelCap Holdings, LLC, of which
Messrs. Hirmes, Boesky and Schnitzer and Ms. Kiley are equity owners.

2 On March 23, 2005, we announced Ms. Kiley's intention to retire in 2005.

* Less than 1% of the common shares outstanding.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have and will continue to have certain relationships with our Advisor
and its affiliates. However, there have been no direct financial transactions
between us and our trustees and officers or the directors and officers of our
Advisor.

Advisory Agreement

Our Company and our Advisor entered into an Advisory Agreement pursuant to
which our Advisor is obligated to use its best efforts to seek out and present
to us, whether through its own efforts or those of third parties retained by it,
suitable and a sufficient number of investment opportunities which are
consistent with our investment policies and objectives and consistent with
investment programs our board of trustees may adopt from time to time in
conformity with our declaration of trust.

Although our board of trustees has continuing exclusive authority over our
management, the conduct of our affairs, and the management and disposition of
our assets, our board of trustees has delegated to our Advisor, subject to the
supervision and review of our board of trustees and consistent with the
provisions of our declaration of trust, the power and duty to: (i) obtain,
furnish and/or supervise the services necessary to perform any ministerial
functions in connection with the management of our day-to-day operations; (ii)
seek out and present to us, whether through its own efforts or those of third
parties retained by it, suitable and a sufficient number of investment
opportunities which are consistent with our investment objectives and policies
as adopted by our trustees from time to time; (iii) exercise absolute
discretion, subject to our trustees' review, in decisions to originate, acquire,
retain, sell or negotiate for the prepayment or restructuring of mortgages and
our other investments; (iv) recommend investment opportunities consistent with
our investment objectives and policies and negotiate on our behalf with respect
to potential investments or the disposition thereof; (v) upon request, cause an
affiliate to serve as the mortgagee of record for our mortgages if such
affiliate is qualified to do so and in that capacity to hold escrows on behalf
of mortgagors in connection with the servicing of mortgages, which it may
deposit with various banks including banks with which it may be affiliated; (vi)
obtain for us such other services as may be required in acquiring or disposing
of investments, disbursing and collecting our funds, paying our debts and
fulfilling our obligations, and handling, prosecuting and settling any of our
claims, including foreclosing and otherwise enforcing mortgages and other liens
securing investments; (vii) obtain for us such services as may be required for
property management, mortgage brokerage and servicing, and other activities
relating to our investment portfolio; (viii) evaluate, structure and negotiate
potential prepayments or sales of mortgages and other investments and, if
applicable, coordinate with government agencies and Fannie Mae and Freddie Mac
in connection therewith; (ix) monitor annual participating interest payments,
monitor operations and expenses of the developments, and verify computations of
annual participating interest payments; (x) from time to time, or as requested
by our board of trustees, make reports to us as to its performance of the
foregoing services; and (xi) do all things necessary to assure its ability to
render the services contemplated herein.

Our Advisory Agreement is renewable annually by us, subject to an
evaluation of the performance of our Advisor by our board of trustees. Our
Advisory Agreement may be terminated (i) without cause by our Advisor or (ii)
for cause by a majority of the independent trustees, each without penalty, and
each upon 60 days' prior written notice to the non-terminating party.

Pursuant to the terms of our Advisory Agreement, our Advisor is entitled to
receive the fees and other compensation set forth below:

Fees/Compensation/Points* Amount
--------------------------------------------------------------------------------
Asset Management Fee Equal to .625% on existing Original Mortgage
Investments; .355% on new Original Mortgage
Investments; .355% on investment grade
Additional Mortgage Investments; .750% on
non-investment grade Additional Mortgage
Investments; and 1.000% on unrated Additional
Mortgage Investments.**

Annual Incentive Fee Subject to (1) a minimum annual Distributions
being made to Shareholders from cash available
for distribution of $1.45 per common share and
(2) the Company achieving at least annual
Adjusted Funds From Operations per share of
$1.60 (net of the Annual Incentive Fee), the
Advisor shall be entitled to receive incentive
compensation for each fiscal year in an amount
equal to the product of: (A) 25% of the dollar
amount by which (1) Adjusted Funds From
Operations of the Company (before the Annual
Incentive Fee) per common share (based on the
weighted average number of common shares
outstanding exceed (2) an amount equal to the
greater of: (a) (i) the weighted average of (x)
$20 (the price per common share of

the initial public offering) and (y) the prices
per common share of any secondary offerings by
the Company multiplied by (ii) the Ten-Year
U.S. Treasury Rate plus 2% per annum; and (b)
$1.45 multiplied by (B) the weighted average
number of common shares outstanding during such
year.

Origination Points Our Advisor receives, with respect to each
mortgage investment originated by us, a portion
of the origination points paid by borrowers
equal to up to 1% of the principal amount and
we receive the portion of the origination
points paid by borrowers in excess of 1% of the
principal amount of such mortgage investment.

Fees/Compensation/Points* Amount
--------------------------------------------------------------------------------
Operating Expense For direct expenses incurred by our Advisor.
Reimbursement

Incentive Share Options Our Advisor may receive options to acquire
additional common shares pursuant to our Share
Option Plan only if our distributions in any
year exceed $1.45 per common share and the
compensation committee of our board of trustees
determines to grant such options.

----------

* Our Advisor is also permitted to earn miscellaneous compensation, which may
include, without limitation, construction fees, escrow interest, property
management fees, leasing commissions and insurance brokerage fees. The
payment of any such compensation is generally limited to the competitive
rate for the services being performed.

** "Original Mortgage Investments" means investments authorized under our
original investment policy, which include originated Mortgages, acquired
Mortgages and additional loans (and within such terms are also included
REMICS, CMOs, GNMA, FHA and FHLMC Pass-Through Certificates). "Additional
Mortgage Investments" shall mean uninsured mortgage loans, construction
loans, bridge loans, mezzanine loans, mortgage derivatives, and commercial
mortgage-backed securities ("CMBS") subordinated interests (including
subordinated interests in CMBS).

Our Advisor may engage in other business activities related to real estate,
mortgage investments or other investments whether similar or dissimilar to ours,
or act as Advisor to any other person or entity having investment policies
whether similar or dissimilar to ours. Before our Advisor, the officers and
directors of our Advisor and all persons controlled by our Advisor and its
officers and directors may take advantage of an opportunity for their own
account or present or recommend it to others, they are obligated to present such
investment opportunity to us if (i) such opportunity is of a character which
could be taken by us, (ii) such opportunity is compatible with our investment
objectives and policies and (iii) we have the financial resources to take
advantage of such opportunity.

The declaration of trust and Advisory Agreement provide that we will
indemnify our Advisor and its affiliates under certain circumstances.

Our Advisor is entitled to subcontract its obligations under our Advisory
Agreement to an affiliate. In accordance with the foregoing, our Advisor has
assigned its rights and obligations to RCC.

Pursuant to our Advisory Agreement, our Advisor is entitled to receive as
compensation a number of shares equal to 1% of all common shares issued by us.
No common shares were issued to our Advisor in 2004 in connection with any
follow-on offerings.

Affiliated Transactions

In June 2004, we entered into a revolving credit facility (the "Revolving
Facility") with CharterMac. The Revolving Facility, which is unsecured, will
provide up to $20.0 million in borrowings to be used to purchase new
investments, and bears interest at 30-day LIBOR plus 300 basis points. The
Revolving Facility is for a term of one year with a one-year optional extension
and contains customary restrictions/covenants that are similar to our mortgage
warehouse line of credit with Bank of America. In the opinion of our management,
the terms of this facility are consistent with those of transactions with
independent third parties. As of December 31, 2004, we had approximately $4.6
million in borrowings outstanding on the Revolving Facility at an interest rate
of 5.42%.

ACCOUNTING AND AUDIT INFORMATION

Audit Committee Report

The audit committee of our board of trustees has issued the following
report for the fiscal year ended December 31, 2004:

o The audit committee assists the board in fulfilling its oversight
responsibilities with respect to the integrity of the Company's financial
statements;

o The audit committee met periodically with the independent auditors, with
and without management present, to discuss the results of their
examinations of the financial statements and internal controls;

o The audit committee has reviewed and discussed with our management our
fiscal 2004 audited financial statements;

o The audit committee also reviewed management's report on its assessment of
the effectiveness of internal control over financial reporting as of
December 31, 2004;

o The audit committee has discussed with Deloitte & Touche LLP (our
independent auditors) the matters required to be discussed by Statements on
Auditing Standards No. 61 as amended by Statements on Auditing Standards
No. 90; and

o The audit committee has received the written disclosures and letter from
the independent auditors required by Independence Standards Board Standard
No. 1 (which related to the auditors' independence from our Company and its
related entities) and has discussed with the auditors their independence
from us.

Based on the review and discussions referred to above, the audit
committee recommended to our board of trustees that the audited financial
statements be included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.

Submitted by the audit committee of our board of trustees:

Stanley R. Perla - Chairman
Scott M. Mannes
Richard M. Rosan

Independent Auditors

Deloitte & Touche LLP have been and are presently our independent auditors.
Representatives of Deloitte & Touche LLP are expected to be present at the
annual meeting and to be available to respond to appropriate questions from
holders of our common shares. In addition, such representatives will have the
opportunity to make a statement if they desire to do so.

The following table presents fees for professional audit services rendered
by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and
their respective affiliates (collectively, "Deloitte & Touche") for the audit of
our financial statements for the fiscal years ended December 31, 2004 and
December 31, 2003, and fees for other services rendered by Deloitte & Touche
during those periods.

2004 2003
-----------------------------------------------
Audit Fees (a) $248,922 $196,500
Audit-Related Fees (b) -- --
Tax Fees (c) 49,500 42,000
All Other Fees (d) -- --
Total $298,422 $238,500

----------

(a) Fees for audit services billed in 2004 and 2003 consisted of the audit of
the Company's annual financial statements, reviews of the Company's
quarterly financial statements, comfort letters, consents and other
services related to SEC matters. 2004 includes an allocation from
CharterMac for the review of internal controls pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002.

(b) No audit-related services were rendered by Deloitte & Touche in 2004 or
2003.

(c) Fees for tax services billed in 2004 and 2003 consisted of tax compliance
services. Tax compliance services are services rendered based upon facts
already in existence or transactions that have already occurred to
document, compute, and obtain government approval for amounts to be
included in tax filings and consisted of Federal, state and local income
tax return assistance and REIT compliance testing.

(d) No other services were rendered by Deloitte & Touche during 2004 or 2003.

All audit-related services, tax services and other services were
pre-approved by the audit committee, which concluded that the provision of those
services by Deloitte & Touche was compatible with the maintenance of Deloitte &
Touche's independence in the conduct of its auditing functions.

Policy on Pre-Approval of Independent Auditor Services

The audit committee is responsible for appointing, setting compensation and
overseeing the work of the independent auditors. The audit committee has
established a policy regarding pre-approval of all audit and non-audit services
provided by our Company's independent auditors.

On an on-going basis, management communicates specific projects and
categories of service for which the advance approval of the audit committee is
requested. The audit committee reviews these requests and advises management if
the audit committee approves the engagement of the independent auditors. The
audit committee may also delegate the ability to pre-approve audit and permitted
non-audit services to one or more of its members, provided that any
pre-approvals are reported to the audit committee at its next regularly
scheduled meeting.

EXPENSES OF SOLICITATION

We will bear the costs of the solicitation of proxies in connection with
the annual meeting, including the costs of preparing, assembling and mailing
proxy materials and the handling and tabulation of proxies received. In addition
to the solicitation of proxies by mail, proxies may be solicited by trustees of
our Company, for no additional compensation, by telephone, telegram, personal
interviews or otherwise. Arrangements have also been made with brokerage firms,
custodians, nominees and fiduciaries to forward solicitation materials to
beneficial owners of common shares held of record by these persons or firms with
their nominees, and in connection therewith, these firms will be reimbursed for
their reasonable out-of-pocket expenses in forwarding these materials.

Additionally, we have retained The Altman Group, a proxy solicitation firm,
to assist in the solicitation of proxies. We anticipate that the cost of this
proxy solicitation firm in the aggregate will not exceed $55,000, plus expenses.
The telephone number of The Altman Group is (201) 806-7300. Other than as set
forth above, neither we nor any other person acting on our behalf has retained
any other person to make solicitations or recommendations to shareholders with
respect to the approval of the acquisition transaction or any other proposal
submitted to the shareholders for consideration at the annual meeting.

VOTING PROCEDURES

General

EquiServe Trust Company, N.A. (the "Inspector") has been appointed the
inspector of elections. The Inspector will count all votes cast, in person or by
submission of a properly executed proxy, received at or prior to the annual
meeting. Abstentions and "broker non-votes" (nominees holding common shares for
beneficial owners who have not voted on a specific matter) will be treated as
present for purposes of determining whether a quorum is present at the annual
meeting. However, abstentions and broker non-votes will have no effect on the
vote for Proposals #1 and #3 because the vote required is a plurality and
majority, respectively, of the votes actually cast (assuming the presence of a
quorum). Abstentions and broker non-votes will be counted as votes against
Proposal #2.

Voting

You may vote by completing, signing and mailing the enclosed proxy card in
the enclosed return envelope. In the alternative, you may also submit a proxy on
the Internet by following the instructions on the enclosed proxy card. To submit
a proxy on the Internet, log on to the Internet and go to
http://www.eproxyvote.com/amc, enter your authentication number which can be
found in the grey shaded box on the proxy card, and follow the directions
outlined on the secure website. Even if you plan to attend the annual meeting in
person, we urge you to return your proxy card to assure the representation of
your shares at the annual meeting.

Record Date

Only holders of our common shares of record at the close of business on
April 1, 2005 are entitled to receive notice of, and to vote at, the annual
meeting, or any postponements or adjournments thereof. As of that date, there
were approximately 8,335,639 common shares issued and outstanding. Each common
share entitles the record holder thereof to one vote, exercisable in person or
by properly executed proxy, on all matters which properly come before the annual
meeting (or any postponement or adjournment thereof).

Quorum; Adjournments

For purposes of the annual meeting, the presence, in person or by proxy, of
shareholders entitled to cast a majority of all votes entitled to be cast at the
annual meeting will constitute a quorum. If a quorum is not obtained or, as to
any one or more of the proposals, if fewer common shares are voted in favor of
the proposal than the number of shares required for approval, the annual meeting
may be adjourned for the purpose of obtaining additional proxies or votes or for
any other purpose and, at any subsequent reconvening of the annual meeting, all
proxies will be voted in the same manner as such proxies would have been voted
at the original convening of the annual meeting, except for any proxies which
have theretofore effectively been revoked or withdrawn, notwithstanding that
they may have been effectively voted on the same day for any other matter at a
previous meeting.

Vote Required

The affirmative vote of the holders of a majority of the issued and
outstanding common shares entitled to vote at the annual meeting at which a
quorum is present is required to approve each of the amendments to our
declaration of trust, other than Proposal #2d, which requires approval of 80% of
our common shares outstanding. The affirmative vote of a plurality of the votes
actually cast by the holders of our common shares either in person or by proxy
at the annual meeting is required for the election of each of the Trustee
nominees. The affirmative vote of the holders of a majority of the common shares
voting either in person or by proxy at the annual meeting is required to
approve, if necessary, the extension of the solicitation period and the
adjournment of the annual meeting.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the 2006 Annual
Meeting of Shareholders must be received by us at our principal executive office
not later than January 6, 2006, for inclusion in the proxy statement and form of
proxy

relating to that meeting. Any such proposal must also comply with other
requirements of the proxy solicitation rules of the SEC. No business other than
that stated in the proxy statement and form of proxy shall be transacted at any
meeting without the unanimous consent of all the shareholders entitled to vote
thereat.

ANNUAL REPORT ON FORM 10-K

Upon written request by any shareholder entitled to vote at the meeting, we
will furnish that person without charge a copy of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2004, which is filed with the SEC,
including the financial statements and schedules thereto. Requests should be
addressed to Brenda Abuaf at American Mortgage Acceptance Company, 625 Madison
Avenue, New York, New York 10022.

OTHER BUSINESS

Our board of trustees does not know of any other matters to be brought
before the annual meeting except those set forth in the notice thereof. If other
business is properly presented for consideration at the annual meeting, it is
intended that the proxies will be voted by the persons named therein in
accordance with their judgment on such matters.

It is important that your common shares be represented at the annual
meeting. If you are unable to be present in person, please complete, date, sign
and return the enclosed stamped, self-addressed proxy card or submit a proxy on
the Internet at http://www.eproxyvote.com/amc. Your failure to do so will
increase the costs of operating our Company and decrease the return on your
investment.

By Order of the Board of Trustees

/s/ Stuart J. Boesky

Stuart J. Boesky
Chairman, President and Chief Executive Officer

April 30, 2005

[AMAC Logo]

Dear Shareholder:

Please take note of the important information enclosed with this proxy. There
are a number of issues related to the operation of AMAC that require your
immediate attention.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

You can vote your shares by Internet. Follow the instructions on the reverse
side of the proxy card if you wish to do so.

If you choose to vote by mail, please mark the boxes on the proxy card to
indicate how your shares will be voted. Then sign the card, detach it, and
return your proxy in the enclosed postage-paid envelope.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

American Mortgage Acceptance Company

--------------------------------------------------------------------------------
Proxy

AMERICAN MORTGAGE ACCEPTANCE COMPANY

625 Madison Avenue
New York, New York 10022

SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Stuart J. Boesky and Alan P. Hirmes, each with
the power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse side, all common shares of American
Mortgage Acceptance Company ("AMAC") held of record by the undersigned on April
1, 2005, at the Annual Meeting of Shareholders to be held on June 8, 2005, and
any adjournments thereof.

THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED. IF
THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSALS AS DESCRIBED IN THE
PROXY STATEMENT AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.

PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

[SEE REVERSE SIDE] [SEE REVERSE SIDE]

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Your vote is important. Please vote immediately.

Vote-by-Internet

Log on to the Internet and go to
http://www.eproxyvote.com/amc

If you vote over the Internet, please do not mail your card.
--------------------------------------------------------------------------------

DETACH HERE

[X] Please mark votes as in this example.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS

1. Election of Trustees. 2d. The reduction in the vote
required to approve a conversion
transaction or a roll-up from 80% to a
Nominees: Stuart J. Boesky, majority vote:
Alan P. Hirmes, Scott M. Mannes,
Stanley Perla, and Richard M. FOR AGAINST ABSTAIN
Rosan [ ] [ ] [ ]

FOR ALL WITHHOLD ALL
[ ] [ ]

[ ]________________________________
FOR ALL nominees EXCEPT as noted above

2. The approval of an amendment and 3. In their discretion, the proxies are
restatement of our Company's Second authorized to vote upon any other that
Amended and Restated Declaration of may properly come before the meeting.
Trust business which reflects the
following significant amendments:

2a. The transfer of provisions with MARK BOX AR RIGHT FOR ADDRESS CHANGE AND
respect to our investment policy NOTE AT LEFT [ ]
from our declaration of trust to our
bylaws:

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

2b. The transfer of provisions with Please sign exactly as name appears
respect to our debt policy from our hereon. Joint owners should each sign.
declaration of trust to our bylaws: Executors, administrators, trustees and
guardians or other fiduciaries should
FOR AGAINST ABSTAIN give full title as such. If signing for
[ ] [ ] [ ] a corporation, please sign in full
corporate name by a duly authorized
officer.

2c. The transfer of provisions with
respect to our operating procedures
from our declaration of trust to our
bylaws:

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Signature:____________________ Date:____ Signature:________________ Date:______