SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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14a-6(e)(2))
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Charter Municipal Mortgage Acceptance Company
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paid previously. Identify the previous filing by registration statement
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<PAGE>
CHARTER MUNICIPAL MORTGAGE
ACCEPTANCE COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
on
June 16, 1999
-------------
April 30, 1999
To the Shareholders of Charter Municipal Mortgage Acceptance Company:
NOTICE IS HEREBY GIVEN THAT the 1999 Annual Meeting of Charter Municipal
Mortgage Acceptance Company ("CharterMac") will be held Wednesday, June 16, 1999
at 1:30 P.M. (local time), at the American Stock Exchange, 86 Trinity Place,
New York, New York for the following purposes:
(1) The election of two (2) Trustees for a term of three years to
expire in 2001.
(2) The approval of an amendment to the Amended and Restated Trust
Agreement authorizing CharterMac's Board of Trustees to incur
aggregate financing or leverage in excess of the current
limitation of 50% of Total Market Value, pursuant to certain
conditions and with certain restrictions.
(3) The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees recommends a vote "FOR" each of the listed
proposals. The accompanying proxy statement contains additional information and
should be carefully reviewed by Shareholders.
The Board of Trustees has fixed the close of business on April 1, 1999
as the record date for the determination of Shareholders entitled to notice of
and to vote at the meeting and any adjournment thereof.
By Order of the Board of Trustees
/s/ J. Michael Fried.
J. Michael Fried
Chairman of the Board
IT IS MOST IMPORTANT THAT YOU 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
RETURN THE PROXY CARD WHETHER OR NOT YOU ATTEND THE MEETING.
<PAGE>
TABLE OF CONTENTS
Introduction
Management
Trustees and Officers
Trustees and Management
Committees of the Board of Trustees
The Manager
Certain Relationships and Related Transactions
Security Ownership of Certain Beneficial Owners and Management
Compliance with Section 16(a) of the Securities and Exchange Act of 1934
Proposals Before the Meeting
Proposal #1: Election of Trustees
Proposal #2: Amendment of Trust Agreement
Executive Compensation
Trustees & Management
Share Option Plan
Compensation Committee Report
Performance Graph
Independent Public Accountants
Expenses of Solicitation
Voting Procedures
Shareholder Proposals
Annual Report on Form 10-K
Other Information
Amendment of Trust Agreement to Clarify Record Date for Capital Events
Distributions
Other Business
Exhibit A
Proposed Amendment to Trust Agreement
<PAGE>
CHARTER MUNICIPAL 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 Charter Municipal Mortgage Acceptance Company ("CharterMac") for use
at the Annual Meeting of Shareholders of CharterMac (the "Meeting") to be held
Wednesday, June 16, 1999 at 1:30 P.M. (local time), at the American Stock
Exchange, 86 Trinity Place, New York, New York and at any adjournments thereof.
CharterMac has first mailed these proxy materials to holders (the
"Shareholders") of shares of beneficial interest of CharterMac (the "Shares"),
on or about April 30, 1999. CharterMac's executive offices are located at 625
Madison Avenue, New York, New York 10022 (telephone: (212) 588-1765).
Shareholders of record at the close of business on April 1, 1999 (the "Record
Date") will be entitled to vote at the Meeting or any adjournments thereof.
Shares represented by properly executed proxy cards received by
CharterMac at or prior to the Meeting will be voted according to the
instructions indicated on the proxy card. Unless contrary instructions are
given, the persons named on the proxy card intend to vote the Shares so
represented FOR each of the following proposals:
Proposal #1: Election of Listed Nominees
Proposal #2: Adoption of Amendment to CharterMac's Amended and
Restated Trust Agreement (the "Trust Agreement")
Each proxy granted is revocable and may be revoked at any time prior to
its exercise by giving written notice to CharterMac of its revocation by
submission of a duly executed proxy bearing a later date or by the vote of the
Shareholder cast in person at the Meeting.
The Board of Trustees recommends a vote "FOR" each of the proposals.
As of April 1, 1999 approximately 20,580,986 Shares of CharterMac were
outstanding, with each Share entitled to one vote on all matters that may come
before the Meeting.
MANAGEMENT
Trustees and Officers
The Board of Trustees directs the management of the business and affairs
of CharterMac, but retains Related Charter, LP (the "Manager") to manage the
Company's day-to-day affairs. The Board of Trustees delegates to the Manager
responsibilities with respect to, among other things, overseeing the portfolio
of assets of CharterMac and the acquisition or disposition of investments.
During 1998, the Board of Trustees held eight meetings and the committees held a
total of three meetings. The average attendance in the aggregate of the total
number of Board and committee meetings was 92.5%
<PAGE>
The Trustees and Executive Officers of CharterMac are as follows:
Year First Became
Name Age Office Held Officer/Trustee Term Expires
- ---- --- ----------- ----------------- ------------
J. Michael Fried 54 Managing Trustee,
Chairman of the Board
and Chief Executive Officer 1997 2000
Peter T. Allen 53 Managing Trustee 1997 2001
Arthur P. Fisch 57 Managing Trustee 1997 2001
Stuart J. Boesky 42 Managing Trustee, President,
and Chief Operating Officer 1997 1999
Alan P. Hirmes 44 Managing Trustee,
Executive Vice President,
Secretary 1997 1999
John B. Roche 41 Chief Financial Officer and
Chief Accounting Officer 1998 --
Biographical information with respect to Messrs. Boesky and Hirmes is set forth
under "PROPOSALS BEFORE THE MEETING - Proposal #1", below.
J. MICHAEL FRIED, age 54, is a Managing Trustee and the Chairman of the Board of
CharterMac, is the Chief Executive Officer and a Member of the sole general
partner of the Manager and is the sole shareholder of one of the general
partners of Related Capital Company ("Related"), the real estate finance
affiliate of The Related Companies, L.P. In that capacity, he is generally
responsible for all syndication, finance, acquisition and investor reporting
activities of Related and its affiliates. Mr. Fried practiced corporate law in
New York City with the law firm of Proskauer Rose Goetz & Mendelsohn from 1974
until he joined Related in 1979. Mr. Fried graduated from Brooklyn Law School
with a Juris Doctor degree, magna cum laude; from Long Island University
Graduate School with a Master of Science degree in Psychology; and from Michigan
State University with a Bachelor of Arts degree in History. Mr. Fried is also
serves as Chairman of the Board of Directors of Aegis Realty, Inc. ("Aegis") and
as Chairman of the Board of Trustees of American Mortgage Investors Trust
("AMIT"), which companies are also advised by an affiliate of Related.
PETER T. ALLEN, age 53, is President of Peter Allen & Associates, Inc., a real
estate development and management firm, in which capacity he has been
responsible for the leasing, refinancing and development of major commercial
properties. Mr. Allen has also been an Adjunct Professor of the Graduate School
of Business at the University of Michigan since 1981. Mr. Allen received a
Bachelor of Arts Degree in history/economics from DePauw University and a
Masters Degree in Business Administration with Distinction from the University
of Michigan. Mr. Allen has been an Independent Trustee since 1997 and is a
member of the Audit and Compensation Committees. Mr. Allen also serves on the
Board of Directors of Aegis and on the Board of Trustees of AMIT.
ARTHUR P. FISCH, age 57, is an attorney in private practice specializing in real
property and securities law since October 1987, with Arthur P. Fisch, P.C. and
Fisch & Kaufman. From 1975-1987, Mr. Fisch was employed by E.F. Hutton &
Company, serving as First Vice President in the Direct Investment Department
from 1981-1987 and associate general counsel from 1975-1980 in the legal
department. As First Vice President, he was responsible for the syndication and
acquisition of residential real estate. Mr.
<PAGE>
Fisch received a B.B.A. from Bernard Baruch College of the City University of
New York and a Juris Doctor degree from New York Law School. Mr. Fisch is
admitted to practice law in New York and Pennsylvania. Mr. Fisch has been an
Independent Trustee since 1997 and is a member of the Audit and Compensation
Committees. Mr. Fisch also serves on the Board of Directors of Aegis and the
Board of Trustees of AMIT.
JOHN B. ROCHE, age 41, is the Chief Financial Officer and the Chief Accounting
Officer of CharterMac, is a Senior Vice President and Chief Financial Officer of
the general partner of the Manager and is also a Senior Vice President of
Related Capital Company. Prior to joining Related, he was the Vice President and
Chief Financial Officer of Emmes Asset Management Company, a real estate and
financial services firm. From 1991 through 1996, he was the Vice President of
Finance of the Robert Martin Company, a developer, owner and operator in
Westchester County, New York. He spent six years in Public Accounting with the
firms of Peat Marwick & Mitchell and later, Kenneth Leventhal & Co. He has been
a Certified Public Accountant in New York since 1986. Mr. Roche holds a Masters
in Business Administration from the Columbia Business School and a Bachelor of
Arts in Accounting from Queens College.
Committees of the Board of Trustees
The Board of Trustees has standing Audit and Compensation Committees.
The Audit Committee's duties include the review and oversight of all
transactions with affiliates of CharterMac, the periodic review of CharterMac's
financial statements and meetings with CharterMac's independent auditors. The
Audit Committee is comprised of Messrs. Allen, Fisch and Boesky and had three
meetings during CharterMac's fiscal year ended December 31, 1998.
The Compensation Committee's duties include the determination of
compensation, if any, of CharterMac's executive officers and of the Manager and
the administration of CharterMac's Incentive Share Option Plan. The Compensation
Committee is comprised of Messrs. Allen and Fisch and did not hold any meetings
during CharterMac's fiscal year ended December 31, 1998. The Compensation
Committee must have at least two members, each of which must be Independent
Trustees.
The Manager
The directors and executive officers of Related Charter LLC ("Related
Charter"), the sole general partner of the Manager, are set forth below. These
officers of the sole general partner of the Manager may also provide services to
CharterMac on behalf of the Manager.
<PAGE>
Related Charter LLC
Year First Became
Name Age Offices Held Officer/Member
J. Michael Fried 54 Member and Chief Executive Officer 1997
Stuart J. Boesky 42 Member, President and
Chief Operating Officer 1997
Alan P. Hirmes 44 Member, Senior Vice President 1997
Stephen M. Ross 58 Member 1997
John B. Roche 41 Senior Vice President and Chief
Financial Officer 1998
James D. Spound 38 Senior Vice President 1998
Bruce H. Brown 45 Senior Vice President 1997
Mark J. Schlacter 48 Vice President 1997
Max E. Schlopy 62 Vice President 1998
Denise L. Kiley 39 Vice President 1997
Marc D. Schnitzer 38 Vice President 1997
Richard A. Palermo 38 Vice President, Treasurer, Controller
and Chief Accounting Officer 1997
Teresa Wicelinski 33 Secretary 1998
Biographical information with respect to Messrs. Fried and Roche is set forth
above and with respect to Messrs. Boesky and Hirmes is set forth under
"PROPOSALS BEFORE THE MEETING Proposal #1", below.
STEPHEN M. ROSS, age 58, is a Member of the sole general partner of the Manager.
Mr. Ross is also President, Director and shareholder of The Related Realty
Group, Inc., the general partner of The Related Companies, L.P. He graduated
from the University of Michigan School of Business Administration with a
Bachelor of Science degree and from Wayne State University School of Law with a
Juris Doctor degree. Mr. Ross then received a Master of Laws degree in taxation
from New York University School of Law. He joined the accounting firm of Coopers
& Lybrand in Detroit as a tax specialist and later moved to New York, where he
worked for two large Wall Street investment banking firms in their real estate
and corporate finance departments. Mr. Ross formed the predecessor of The
Related Company, L.P. in 1972 to develop, manage, finance and acquire real
estate.
JAMES D. SPOUND, age 38, is a Senior Vice President of the sole general partner
of the Manager with primary responsibility for mortgage acquisitions. He joined
Related from First Union Capital Markets, in February 1998, where he was a Vice
President specializing in affordable housing finance. From 1992 to 1996, Mr.
Spound served as an investment banker in the Housing Finance Department at
Merrill Lynch & Co., where he was a Vice President at the time of his departure.
Since 1992, Mr. Spound has been responsible for the structuring and execution of
over $2.1 billion of Mortgage Revenue Bond transactions
<PAGE>
encompassing a wide range of credit enhanced and non-credit enhanced structures.
Previously, Mr. Spound was also a Senior Consultant at Kenneth Leventhal &
Company where he focused on debt restructurings in the real estate industry. In
addition, he served for three years as a Project Manager at New York City's
Economic Development Corporation where he was responsible for underwriting and
administering incentive loans to support the City's economic development goals.
Mr. Spound received a Bachelor of Arts degree from Brown University and a
Masters of Science in Management from the Sloan School at MIT.
BRUCE H. BROWN, age 45, is a Senior Vice President of the sole general partner
of the Manager and Related and is a director of Related's Portfolio Management
Group. He is responsible for overseeing the administration of the firm's public
registered debt and equity affiliates encompassing the monitoring of the
performance of each entity and each investment. He is also responsible for
Related's loan servicing activities with respect to the firm's $600 million
portfolio of tax exempt first mortgage bonds and FNMA/GNMA insured and
co-insured loan portfolio. Prior to joining Related in 1987, Mr. Brown was a
real estate lending officer at the United States Trust Company of New York and
previously held management positions in the hotel and resort industry with
Helmsley-Spear and Westin Hotels. Mr. Brown graduated from Colgate University
with a Bachelor of Arts degree.
MARK J. SCHLACTER, age 48, is a Vice President of the sole general partner of
the Manager. Mr. Schlacter is a Vice President of Retail acquisitions of
Related, and has been with Related since June 1989. Prior to joining Related,
Mr. Schlacter garnered 16 years of direct real estate experience covering retail
and residential construction, single and multifamily mortgage origination and
servicing, commercial mortgage origination and servicing, property acquisition
and financing, and mortgage lending program underwriting and development. He was
a Vice President with Bankers Trust Company from 1986 to June 1989, and held
prior positions with Citibank, Anchor Savings Bank and the Pyramid Companies
covering the 1972-1986 period. Mr. Schlacter holds a Bachelor of Arts degree in
Political Science from Pennsylvania State University and periodically teaches
multifamily underwriting at the New York University School of Continuing
Education, Real Estate Institute.
MAX E. SCHLOPY, age 62, is a Vice President of the sole general partner of the
Manager. An attorney, Mr. Schlopy practiced corporate and commercial real estate
law in Buffalo, New York for many years, where he was a partner with the law
firm of Duke, Holzman, Yeager and Schlopy. He served as Vice President - General
Counsel for Marc Equity Corporation, a diversified real estate development
company with operations in several states and later as a Vice President of the
general partner for the Summit Tax Exempt Bond Funds. More recently, Mr. Schlopy
was President of MK Industries, Inc., an Orlando, Florida-based company involved
in the research and development of high technology military and biomedical
products and processes. He presently practices law and offers consulting
services to the real estate industry from his offices in Park City, Utah. Mr.
Schlopy was educated at Cornell and San Francisco State Universities, and
received his Juris Doctor degree, cum laude, from the School of Law, State
University of New York at Buffalo.
DENISE L. KILEY, age 39, is a Vice President of the sole general partner of the
Manager and is also a Managing Director for Related and is the Director of
Related's underwriting and asset management group. Ms. Kiley is responsible for
overseeing the investment underwriting and approval of all multifamily
residential properties invested in Related sponsored corporate, public and
private equity and debt funds. Prior to joining Related in 1990, Ms. Kiley had
experience acquiring, financing and managing the assets of multifamily
residential properties. From 1981 through 1985 she was an auditor with a
national accounting firm. Ms. Kiley holds a Bachelor of Science degree in
Accounting from Boston College and is a Member of the Affordable Housing
Roundtable.
MARC D. SCHNITZER, age 38, is a Vice President of the sole general partner of
the Manager. Mr. Schnitzer is a Managing Director of Related and Director of
Related's Tax Credit Acquisitions Group. Mr. Schnitzer received a Master of
Business Administration degree from The Wharton School of The University of
Pennsylvania in December 1987, and joined Related in January, 1988. From 1983 to
1986,
<PAGE>
Mr. Schnitzer was a Financial Analyst in the Fixed Income Research Department of
The First Boston Corporation in New York. Mr. Schnitzer received a Bachelor of
Science degree, summa cum laude, in Business Administration from the School of
Management at Boston University.
RICHARD A. PALERMO, age 38, is a Vice President, the Treasurer and the
Controller of the sole general partner of the Manager. Mr. Palermo has been a
Certified Public Accountant in New York since 1985. Prior to joining Related in
September 1993, Mr. Palermo was employed by Sterling Grace Capital Management
from October 1990 to September 1993, Integrated Resources, Inc. from October
1988 to October 1990 and E.F. Hutton & Company, Inc. from June 1986 to October
1988. From October 1982 to June 1986, Mr. Palermo was employed by Marks Shron &
Company and Mann Judd Landau, certified public accountants. Mr. Palermo
graduated from Adelphi University with a Bachelor of Business Administration
degree.
TERESA WICELINSKI, age 33, is the Secretary of the sole general partner of the
Manager. Ms. Wicelinski joined Related in June 1992, and prior to that date was
employed by Friedman, Alprin & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.
Certain Relationships and Related Transactions
CharterMac has and will continue to have certain relationships with the
Manager and its affiliates. However, there have been no direct financial
transactions between CharterMac and its Trustees and officers or the members and
officers of the sole general partner of the Manager.
CharterMac and the Manager entered into a Management Agreement pursuant
to which the Manager is obligated to use its best efforts to seek out and
present to CharterMac, 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 the investment policies and objectives of CharterMac
and consistent with such investment programs as the Board of Trustees may adopt
from time to time in conformity with CharterMac's Trust Agreement.
Although the Board of Trustees has continuing exclusive authority over
the management of CharterMac, the conduct of its affairs and the management and
disposition of the CharterMac's assets, the Board of Trustees has initially
delegated to the Manager, subject to the supervision and review of the Board of
Trustees and consistent with the provisions of the Trust Agreement, the power
and duty to: (i) manage the day-to-day operations of CharterMac; (ii) acquire,
retain or sell CharterMac's assets; (iii) seek out, present and recommend
investment opportunities consistent with CharterMac's investment policies and
objectives, and negotiate on behalf of CharterMac with respect to potential
investments or the dispositions thereof; (iv) when appropriate, cause an
affiliate to serve as the mortgagee of record for mortgage investments of
CharterMac and in that capacity hold escrow on behalf of mortgagors in
connection with the servicing of mortgages; (v) obtain for CharterMac such
services as may be required in acquiring and disposing of investments,
disbursing and collecting the funds of CharterMac, paying the debts and
fulfilling the obligations of CharterMac, and handling, prosecuting and settling
any claims of CharterMac, including foreclosing and otherwise enforcing
mortgages and other liens securing investments; (vi) obtain for CharterMac such
services as may be required for property management, mortgage brokerage and
servicing, and other activities relating to the investment portfolio of
CharterMac; (vii) evaluate, structure and negotiate prepayments or sales of
CharterMac's mortgage investments and mortgage securities; (viii) monitor
operations and expenses of CharterMac; and (ix) from time to time, or as
requested by the Board of Trustees, make reports to CharterMac as to its
performance of the foregoing services.
The original term of the Management Agreement will terminate on October
1, 2001, the fourth anniversary of its effective date. Thereafter, the
Management Agreement will be renewed annually by CharterMac, subject to an
evaluation of the performance of the Manager by the Board of Trustees. The
Management Agreement may be terminated (i) without Cause by the Manager or (ii)
for Cause by a
<PAGE>
majority of the Independent Trustees, each without penalty, and each upon 60
days' prior written notice to the non-terminating party.
The Management Agreement cannot be terminated by CharterMac prior to
October 1, 2001, other than for Cause. "Cause" is defined as gross negligence or
willful misconduct of the Manager. CharterMac cannot dissolve and liquidate
prior to such date except upon a recommendation of the Manager and the vote of a
majority in interest (a "Majority Vote") of the Shareholders. After October 1,
2001, the vote of the holders of 66-2/3% of CharterMac's then outstanding Shares
is required to approve a dissolution and liquidation of CharterMac that is not
recommended by the Manager and the Majority Vote of Shareholders is required to
approve a liquidation of CharterMac recommended by the Manager. If for any
reason, whether prior to or after October 1, 2001, the Management Agreement is
terminated in accordance with its terms, CharterMac may dissolve and liquidate
upon the Majority Vote of Shareholders.
Pursuant to the terms of the Management Agreement, the Manager is
entitled to receive the fees and other compensation set forth below:
Fee/Compensation* Amount
Bond Selection Fee 2.00% of the principal amount of
each First Mortgage Bond ("FMB") or
other tax exempt instrument
originated or acquired by CharterMac
or its subsidiaries.
Bond Placement Fee 2.00% of the principal
amount of each FMB or other tax
exempt instrument originated or
acquired by CharterMac or its
subsidiaries (payable by the
borrower, and not CharterMac).
Special Distribution Fee 0.375% per annum of the total
invested assets of CharterMac or its
subsidiaries.
Loan Servicing Fee 0.25% per annum based on the
outstanding principal amount
of FMBs owned by CharterMac and its
subsidiaries.
Operating Expense Reimbursement For direct expenses incurred by the
Manager in an amount not to exceed
$200,000 per annum (subject to
increase based on increases in
CharterMac's and its subsidiaries'
assets and to annual increases based
upon increases in the Consumer Price
Index).
Incentive Share Options The Manager may receive options to
acquire additional Shares pursuant
to CharterMac's Incentive Share
Option Plan only if CharterMac's
distributions in any year exceed
$0.9517 per Share (i.e., the 1996
pro forma distributions per Share
set forth in CharterMac's
Solicitation Statement dated as of
June 15, 1997), and the Compensation
Committee of the Board of Trustees
determines to grant such options.
Liquidation Fee 1.50% of the gross sales price
of the assets sold by CharterMac in
connection with a liquidation of
CharterMac assets supervised by the
Manager.
<PAGE>
- ---------------
* The Manager 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.
Affiliates of the Manager may provide certain financial guarantees to
facilitate leveraging by CharterMac, for which they could be paid market rate
fees. In addition, affiliates of the Manager may provide certain financial
guarantees to the owner (or partners of the owners) of the underlying properties
securing CharterMac's FMBs, for which they could be paid market rate fees.
The Manager may engage in other business activities related to real
estate, mortgage investments or other investments whether similar or dissimilar
to those made by CharterMac, or act as manager to any other person or entity
having investment policies whether similar or dissimilar to those of CharterMac.
Before the Manager, the officers and directors of the Manager and all persons
controlled by the Manager 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 CharterMac if (i) such
opportunity is of a character which could be taken by CharterMac, (ii) such
opportunity is compatible with CharterMac's investment objectives and policies
and (iii) CharterMac has the financial resources to take advantage of such
opportunity.
The Trust Agreement and Management Agreement provide that CharterMac
will indemnify the Manager and its affiliates under certain circumstances.
The Manager is entitled to subcontract its obligations under the
Management Agreement to an affiliate. In accordance with the foregoing, the
Manager has assigned its rights and obligations to Related.
The Manager has been designated the "Tax Matters Partner" to manage
administrative tax proceedings conducted at CharterMac's level by the IRS with
respect to company matters. The Manager will also serve as the general partner
of CharterMac for tax purposes.
Security Ownership of Certain Beneficial Owners and Management
As of April 1, 1999, no person was known by CharterMac to be the
beneficial owner of more than five percent of the outstanding Shares of
CharterMac.
As of April 1, 1999, the members of the sole general partner of the
Manager own, in the aggregate, 100% of the membership interests of the sole
general partner of the Manager.
As of April 1, 1999, Trustees and senior officers of CharterMac and
members and senior officers of the sole general partner of the Manager own
directly or beneficially Shares of CharterMac as follows:
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Name Title Beneficial Ownership Percent of Class
- ---- ----- -------------- ----------------
<S> <C> <C> <C>
Stephen M. Ross Member of Related Charter 208,262 Shares(1) 1.01%
Alan P. Hirmes Trustee, Executive VP and 21,447 Shares(1) *
Secretary, of CharterMac
and Member and Senior VP
of Related Charter
J. Michael Fried Chairman of the Board, 109,611 Shares(1 2 3) *
Trustee and CEO
of CharterMac and Member
and CEO of Related Charter
Stuart J. Boesky Trustee, President and 22,795 Shares(1 2) *
COO of CharterMac and Member,
President and COO of Related
Charter
Peter T. Allen Trustee of CharterMac 955 Shares *
Arthur P. Fisch Trustee of CharterMac 955 Shares *
John B. Roche CFO & CAO of CharterMac and
SVP & CFO of Related Charter 1,000 Shares *
Bruce H. Brown Senior VP of Related Charter 0 Shares --
James D. Spound Senior VP of Related Charter 0 Shares --
Mark Schlacter VP of Related Charter 2,300 Shares *
All Senior Officers and Trustees of CharterMac
and Related Charter as a group (15 persons) 367,325 Shares(1 2 3) 1.78%
</TABLE>
*Less than 1% of the outstanding Shares.
(1) 11 of these Shares are owned by the Manager, which is owned by Messrs.
Ross, Hirmes, Fried and Boesky.
(2) 15,784 Shares are owned by BF Security Partners, of which Messrs. Fried and
Boesky are each 50% equity owners.
(3) 3,824 Shares are owned by Mr. Fried's children as to which he disclaims
beneficial ownership.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires CharterMac's officers and trustees, and persons who own more than ten
percent of a registered class of CharterMac's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). These persons are required by regulation of the
Commission to furnish CharterMac with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, CharterMac believes that during the fiscal year
ended December 31, 1998, CharterMac's officers, trustees and greater than ten
percent beneficial owners complied with all applicable Section 16(a) filing
requirements.
<PAGE>
PROPOSALS BEFORE THE MEETING
Proposal #1: Election of Trustees
The Board of Trustees is divided into three classes, currently
consisting of two classes of two trustees each and one class of one trustee. At
the Meeting, two Trustees are to be elected for three year terms expiring in
2002. All of the nominees are currently Trustees of CharterMac. Trustees are
elected by a majority of the votes cast (assuming the presence of a quorum
consisting of a majority of the Shareholders whether present in person or by
proxy).
Unless Shareholders otherwise specify, the Shares represented by the
proxies will be voted "FOR" the indicated nominees for election as Trustees. If
for any reason any of the nominees become unavailable for election, the proxies
solicited will be voted for such nominees as are selected by the Board. The
Board 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 for good cause unwilling to serve, the
Shares represented by proxies received will be voted for another nominee
selected by the Board. The 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 2002.
<TABLE>
<CAPTION>
Name of Trustee/
Nominee for Election Age Principal Occupation
<S> <C> <C>
Stuart J. Boesky 42 Mr. Boesky is a Managing Trustee and the President and
Chief Operating Officer of CharterMac and is the
President, the Chief Operating Officer and a Member of the
sole general partner of the Manager. Mr. Boesky practiced
real estate and tax law in New York City with the law firm
of Shipley & Rothstein from 1984 until February 1986 when
he joined Related. From 1983 to 1984, Mr. Boesky
practiced law with the Boston law firm of Kaye, Fialkow,
Richmond & Rothstein (which subsequently merged with
Strook & Strook & Lavan) and from 1978 to 1980 was a
consultant specializing in real estate at the accounting
firm of Laventhol & Horwath. Mr. Boesky is the sole
shareholder of one of the general partners of Related.
Mr. Boesky graduated 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 also serves on the Board of Directors of
Aegis.
Alan P. Hirmes 44 Mr. Hirmes is a Managing Trustee, the Executive Vice
President and the Secretary of CharterMac and is a Senior
Vice President and a Member of the sole general partner of
the Manager. Mr. Hirmes has been a Certified Public
Accountant in New York since 1978. Prior to joining
Related in October 1983, Mr. Hirmes was employed by Weiner
& Co., certified public accountants. Mr. Hirmes is also
the sole shareholder of one of the general partners of
Related. Mr. Hirmes graduated from Hofstra University
with a Bachelor of Arts degree. Mr. Hirmes also serves on
the Board of Directors of Aegis.
</TABLE>
<PAGE>
Proposal #2: Amendment of Trust Agreement to Permit Aggregate Financing or
Leverage in Excess of the 50% Limit
General
CharterMac's Board of Trustees has unanimously approved an amendment to
the Trust Agreement to authorize the incurrence of leverage or financing in
excess ("Excess Debt") of the current limit set at 50% of Total Market Value
(the "50% Limit"). The amendment would permit CharterMac to incur Excess Debt in
one or both of the following circumstances:
(1.) CharterMac obtains an investment grade credit rating (without
regard to any external credit enhancement) from a "nationally recognized
statistical rating organization" for all financing or leverage of the
Trust outstanding prior to, or as a result of, the incurrence of the
Excess Debt (other than Excess Debt incurred pursuant to clause #2);
and/or
(2.) The Excess Debt aggregates no more than 5% of Total Market Value
(or $30 million, whichever is greater), provided such Excess Debt has a
term of no more than 180 days.
See Exhibit A for the exact text of the proposed amendment.
Background
The Trust Agreement currently limits CharterMac's ability to incur
leverage or other financing in excess of 50% of CharterMac's Total Market Value,
calculated at the time that the additional leverage or financing is incurred.
CharterMac currently utilizes its private label Tender Option Program ("TOP") to
raise capital to acquire First Mortgage Bonds ("FMBs"). Under the TOP,
CharterMac contributes certain of the FMBs to a Delaware Business Trust (the
"Origination Trust"), a wholly owned subsidiary of CharterMac, which immediately
contributes certain or all of such FMBs to another Delaware business trust (the
"Owner Trust"). The Owner Trust then issues two certificates; a Senior
Certificate, which is deposited into another Delaware business trust (the
"Certificate Trust") which issues and sells Floater Certificates representing
proportional interests in the Senior Certificate to new investors; and a
Residual Certificate representing the remaining beneficial ownership interest in
the Owner Trust, which is issued to the Origination Trust, whose sole owner is
CharterMac. In addition, the Owner Trust has obtained a municipal bond insurance
policy from MBIA Insurance Corporation to credit enhance Senior Certificate
distributions for the benefit of the holders of the Floater Certificates and has
also arranged for a liquidity facility, issued by a consortium of highly rated
European banks, with respect to the Floater Certificates.
The end result of these transactions is that a portion of the interest
received by the Owner Trust on the FMBs it holds is distributed through the
Senior Certificate to the holders of the Floater Certificates in an amount
determined each week by the remarketing agent ("Goldman Sachs & Co."), as the
distribution amount that is required to enable the remarketing agent to sell the
Floater Certificates at par on any weekly determination date. The balance of the
interest received by the Owner Trust on these FMBs is distributed to CharterMac
as holder of the Residual Certificate.
Currently the maximum amount of financing that may be incurred utilizing
the TOP is $150 million and as of December 16, 1998 such maximum was reached.
CharterMac and the parties have agreed in principal to increase its borrowing
ability under the TOP to $200 million, which is within the 50% limit.
CharterMac is currently negotiating an interim financing facility with
a financial institution and prior to the end of 1999, CharterMac expects to
raise funds through a private placement of preferred equity; however, there can
be no assurance at this time that these initiatives will be successful. If
CharterMac is unable to access additional capital through the foregoing
initiatives, CharterMac's ability to grow will be restricted.
CharterMac's growth will be financed by the TOP or similar programs,
funds generated from operations in excess of distributions or by offerings of
additional equity.
<PAGE>
Benefits of and Reasons for the Amendment
The cost of funds in relation to the TOP was 4.87% for the period May
21, 1998 (inception of the TOP) to December 31, 1998, representing a
significantly low cost of capital. However the process involved in utilizing the
TOP can be lengthy, and immediate ability to access capital from the TOP is, on
occasion, not available. The Board of Trustees believes that the ability to
access this Excess Debt will maximize CharterMac's flexibility and will enable
CharterMac to take advantage of investment opportunities when presented. The
Board of Trustees also believes that the Excess Debt will give CharterMac
greater flexibility with respect to its capital structure, but since all
permanent leverage must be investment grade, it should not compromise
CharterMac's ability to meet its debt service obligations when due.
The Board of Trustees believes that CharterMac's current debt policy is
conservative and that the incurrence of the Excess Debt will still allow
CharterMac to maintain an adequate capital base to protect against various
business conditions and instability in the interest rate environment, although
there can be no assurance that such adverse conditions will not occur. See "RISK
FACTORS"
Risk Factors
The proposed amendment involves certain risks and other adverse factors:
Risk of Increased Leverage. If CharterMac incurs Excess Debt, the
following risks of leverage already present with the 50% Limit will be
increased: (a) CharterMac could lose its interests in assets given as collateral
for secured borrowings or leverage if the required repayments are not made when
due; (b) CharterMac's cash flow from operations may not be sufficient to retire
these obligations as they mature, making it necessary for CharterMac to either
refinance these obligations prior to maturity or to raise additional debt and/or
equity for CharterMac or dispose of some of CharterMac's assets to retire the
obligations which could have an adverse effect on the amount of funds available
for distribution to Shareholders; and (c) no assurance can be given as to the
availability, or the terms and conditions, of any financing needed by CharterMac
to refinance borrowings.
Conflicts of Interest of the Manager. If CharterMac incurs Excess Debt
and then invests the proceeds of such Excess Debt in additional FMBs, the
Manager will grow CharterMac's assets and thereby increase the amount of fees it
can earn, including the Bond Selection Fee, Bond Placement Fee, Loan Servicing
Fee and Special Distribution.
Recommendation of the Board
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL
EXECUTIVE COMPENSATION
<PAGE>
Trustees and Management
CharterMac has four executive officers and five Trustees (two of whom
are Independent Trustees). CharterMac does not pay or accrue any fees, salaries
or other forms of compensation to its officers other than options which may be
received under the Share Option Plan. Independent Trustees receive compensation
for serving as Independent Trustees at the rate of $15,000 per year payable
$5,000 in cash (or, at such Independent Trustee's option, Shares) and Shares
having an aggregate value of $10,000, based on the fair market value at the date
of issuance, in addition to an expense reimbursement for attending meetings of
the Board of Trustees.
The Manager, at its expense, provides all personnel necessary to conduct
CharterMac's regular business. The Manager receives various fees for advisory
and other services performed under the Management Agreement, as further
described in the "MANAGEMENT - Certain Relationships and Related Transactions"
section of this Proxy Statement. An affiliate of the Manager pays all salaries,
bonuses and other compensation (other than options which may be received under
the Share Option Plan) to the officers of CharterMac and the general partner of
the Manager. Certain members and officers of the sole general partner of the
Manager and certain officers of CharterMac receive compensation from the Manager
and its affiliates for services performed for various affiliated entities, which
may include services performed for CharterMac. Such compensation may be based in
part on the performance of CharterMac; however, the Manager believes that any
compensation attributable to services performed for CharterMac is immaterial.
Share Option Plan
CharterMac has adopted an Incentive Share Option Plan (the "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 the Manager and its employees and officers with the interests of the
Shareholders by providing the Manager with substantial financial interest in
CharterMac's success. The Compensation Committee, which is comprised of Messrs.
Allen and Fisch, administers the Plan. Pursuant to the Plan, if CharterMac's
distributions per Share in the immediately preceding calendar year exceed
$0.9517 per Share, the Compensation Committee has the authority to issue options
to purchase, in the aggregate, that number of Shares which is equal to three
percent of the Shares outstanding as of December 31 of the immediately preceding
calendar year (or in the initial year, as of October 1, 1997), provided that the
Compensation Committee may only issue, in the aggregate, options to purchase a
maximum number of Shares over the life of the Plan equal to 2,058,638 Shares
(i.e. 10% of the Shares outstanding on October 1, 1997.)
Subject to the limitations described in the preceding paragraph, if the
Compensation Committee does not grant the maximum number of options in any year,
then the excess of the number of authorized options over the number of options
granted in such year will be added to the number of authorized options in the
next succeeding year and will be available for grant by the Compensation
Committee in such succeeding year.
All options granted by the Compensation Committee will have an exercise
price equal to or greater than the fair market value of the Shares on the date
of the grant. The maximum option term is ten years from the date of grant. All
Share options granted pursuant to the Incentive Share Option Plan may vest
immediately upon issuance or in accordance with the determination of the
Compensation Committee. No options were granted for the year ended December 31,
1997. In 1998, CharterMac distributed only $0.93 per Share; therefore, the
Compensation Committee was not authorized to issue options for the year ended
December 31, 1998.
Report of the Compensation Committee
<PAGE>
The Compensation Committee is comprised of two Independent Trustees
(Messrs. Allen and Fisch). The role of the Compensation Committee is to
administer the policies governing the Plan. Because CharterMac does not pay
salaries and bonuses to the officers of CharterMac or the general partner of the
Manager, the Compensation Committee does not determine executives' salary
levels. Subject to the restrictions contained in the 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 Committee
also evaluates the performance of management when determining the number of
options to be issued.
CharterMac's grants of stock options are structured to link the
compensation of the officers of CharterMac and the officers of the general
partner of the Manager with CharterMac's performance. Through the establishment
of the Plan, CharterMac has aligned the financial interests of its executives
(and the executives of the Manager) with the results of CharterMac's
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
CharterMac's industry, with such compensation contingent upon CharterMac's level
of annual and long-term performance.
Section 162 (m) was added to the Internal Revenue 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
CharterMac's goal to have compensation paid to its five most highly compensated
officers qualify as performance based compensation deductible for federal income
tax purposes under Section 162 (m). Given the fact that CharterMac is externally
managed and the only compensation that currently may be paid to its executives
are options pursuant to the Plan, it is unlikely that Section 162 (m) will
present any concerns.
COMPENSATION COMMITTEE
Peter T. Allen
Arthur P. Fisch
Stock Performance Graph
The following stock performance graph compares CharterMac's performance
to the S&P 500 and the Russell 2000 stock index. CharterMac is currently one of
the companies included in the Russell 2000 stock index, an index that measures
the performance of small market capitalization companies. The graph assumes a
$100 investment on October 1, 1997. All stock price performance figures includes
the reinvestment of dividends.
[INSERT GRAPH]
Cumulative Total Return
10/16/97 12/97 12/98
CHARTERMAC $100 $102 $104
S&P 500 100 103 132
RUSSELL 2000 100 97 96
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP have been and are presently the independent
auditors for CharterMac. Representatives of Deloitte & Touche LLP are expected
to be present at the Meeting and to be available to respond to appropriate
questions from Shareholders.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by CharterMac. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
Shares held of record by such person, and CharterMac will reimburse them for
their reasonable forwarding expenses. In addition to the use of the mails,
proxies may be solicited by trustees, officers and regular employees of
CharterMac and the Manager by personal interview or telephone.
VOTING PROCEDURES
Boston Equiserve, LP (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 Meeting.
Abstentions and "broker non-votes" (nominees holding 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 Meeting. However,
with respect to Proposal #1, abstentions and broker non-votes will have no
effect on the vote because the vote required is a plurality of the votes
actually cast (assuming the presence of a quorum). With respect to Proposal #2,
the approval of an amendment to the Trust Agreement requires approval by the
holders owning a majority of Shares entitled to vote. Therefore, any Shares not
affirmatively voted (whether by abstention, broker non-vote or otherwise) will
have the same effect as a vote against Proposal #2.
SHAREHOLDER PROPOSALS
Any proposal by a Shareholder of CharterMac intended to be presented at
the 2000 Annual Meeting of Shareholders must be received by CharterMac at its
principal executive office not later than January 6, 2000 for inclusion in
CharterMac's 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 Securities and Exchange Commission.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE MEETING,
CHARTERMAC WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. Requests should be addressed to Shannon Lizee at Charter
Municipal Mortgage Acceptance Company, 625 Madison Avenue, New York, New York
10022-1801.
OTHER INFORMATION
Amendment of Trust Agreement to Clarify Record Date for Capital Events
Distributions
The Trust Agreement authorizes the Board of Trustees to adopt certain
amendments without Shareholder consent. The Trust Agreement also requires that
Shareholders receive notice of such amendments.
<PAGE>
On April 1, 1999, the Board of Trustees of CharterMac approved the
following amendment to Section 9.2(b) of the Trust Agreement, to change the
allocation of Net Income and Net Loss from a Capital Event from a daily
allocation to a monthly allocation for administrative purposes, as follows
(deletions are indicated by strike-through of text and additions are indicated
by underlined text):
9.2 Apportionment Among Shareholders of Net Income, Net Loss and
Distributions Generally.
* * * * * * * *
(b) Capital Events. That portion of Distributions attributable to
a Capital Event and allocations of Net Income and Net Loss from a
Capital Event which is allocated to the Shareholders shall be
apportioned among the Persons who were Shareholders of record on
the last day of the month during date on which the Trust received
the proceeds of such Capital Event in accordance with their
Percentage Interests based upon the number of Shares owned by
each such Shareholder on that date on the last day of such month
without regard to Capital Accounts or the number of days during
such month in which a Person was a Shareholder.
As required by Section 10.4 (e) of the Trust Agreement which permits
such amendment without the consent of Shareholders, CharterMac received an
opinion of counsel that the amendment is not impermissible under applicable tax
laws or regulations.
OTHER BUSINESS
The Board of Trustees does not know of any other matters to be brought
before the Meeting except those set forth in the notice thereof. If other
business is properly presented for consideration at the 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 Shares be represented at the Meeting. If you
are unable to be present in person, please complete, date, sign and return the
enclosed stamped, self-addressed proxy-card. Your failure to do so will increase
the costs of operating CharterMac and decrease the return on your investment.
By Order of the Board of Trustees
/s/ J. Michael Fried
April 30, 1999 J. Michael Fried
Chairman of the Board
<PAGE>
EXHIBIT A
The Trust Agreement will be amended, subject to Shareholder approval, as
set forth below (deletions are indicated by strike-through of text and additions
are indicated by underlined text):
10.2 Powers of the Board of Trustees. The conduct of the Trust's
business shall be controlled solely by the Board of Trustees in accordance with
this Trust Agreement and the Bylaws. The Board of Trustees shall have all
authority, rights and powers conferred by law and those required or appropriate
to the management of the Trust's business which, by way of illustration but not
by way of limitation, shall, subject only to the provisions of Section 10.3,
include the right, authority and power, without the vote of Shareholders, or any
other Person to:
* * *
(n) cause the Trust to borrow money or otherwise leverage, finance or
refinance its assets or obtain credit in such amounts, at such rates of interest
and upon such other terms and conditions as the Board of Trustees deems
appropriate, on a recourse or nonrecourse basis, and to secure payment of the
principal of any such indebtedness and the interest thereon by mortgage, pledge,
conveyance, assignment in trust of, or grant of a security interest in, the
whole or any part of any or all of the property and assets of the Trust;
provided that:
(i) the Trust may not incur aggregate financing or leverage
(whether secured or unsecured) in excess of 50% of Total Market Value
(calculated at the time any additional financing or leverage is
incurred) (the "50% Limit"), except that the 50% Limit may be exceeded
("Excess Debt") in either or both of the following circumstances:
(x) the Trust has obtained an investment grade
credit rating (without regard to any external credit
enhancement) from a "nationally recognized statistical
rating organization" (as such term is used in Rule 15c3-1
under the Securities Exchange Act of 1934) for all
financing or leverage of the Trust (including, without
limitation, structured financing transactions secured by
assets of the Trust or its subsidiaries) outstanding prior
to, or as a result of, the incurrence of the Excess Debt
(other than Excess Debt incurred pursuant to Section
10.2(n)(i)(y); and/or
(y) (1) the aggregate amount of Excess Debt
outstanding at any given time is no more than the greater
of (A) $30 million or (B) 5% of Total Market Value
(calculated at the time any additional financing or
leverage is incurred) and (2) the Excess Debt has a term
of 180 days or less.; and provided further that
(ii) any loans from the Manager or its Affiliates shall be on a short-term basis
(up to 24 months) with interest and other financing charges or fees being the
lesser of interest and other financing charges or fees which would be charged by
a financial institution or bank for a comparable loan, or the actual cost of
such funds to the Affiliate.
<PAGE>
[CharterMac Logo]
Proxy
CHARTER MUNICIPAL 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 J. Michael Fried and John B. Roche, each with
the power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse side, all shares of common stock of
Charter Municipal Mortgage Acceptance Company ("CharterMac") held of record by
the undersigned on April 1, 1999 at the Annual Meeting of Shareholders to be
held on June 16, 1999 and any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
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
<PAGE>
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of CharterMac that require your
immediate attention.
Your vote counts, and you are strongly encouraged to exercised your right to
vote your shares.
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,
Charter Municipal Mortgage Acceptance Company
- -------------------------------------------------------------------------------
DETACH HERE
<TABLE>
[X] Please mark votes as in this example.
<S> <C>
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS
1. Election of Trustees. 3. In their discretion, the proxies are authorized to
Nominees: Stuart J. Boesky, Alan P. Hirmes vote upon any other business that may properly come
before the meeting.
FOR WITHELD
[ ] [ ]
[ ]
---------------------------------
For both nominees except as noted above
2. Leverage Amendment MARK HERE FOR ADDRESS CHANGE AND NOTE
Proposal to amend AT LEFT [ ]
the Trust Agreement to Please sign exactly as name appears hereon. Joint owners
permit CharterMac to incur aggregate financing should each sign. Executors, administrators, trustees, Limit,
or leverage in excess of the current 50% limit, pursuant to certain guardians or other fiduciaries should give
pursuant to certain limits and with certain full title as such. If signing for a corporation, please sign in
restrictions full corporate name by a duly authorized officer.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Signature:___________________________ Date:______________Signature:___________________________ Date:___________
</TABLE>
