AMERICAN TAX EXEMPT BOND TRUST
CONSENT FORM
This Consent Form is being solicited by Related AMI Associates, Inc. , the
manager for American Tax Exempt Bond Trust, a Delaware business trust.
The Board of Trustees of Related AMI requests that American Tax's
shareholders take the action indicated below with respect to the proposals
listed below (all as further described in American Tax's Consent
Statement-Prospectus, dated _____________, 2000).
Please mark one of the choices to take action with respect to each
proposal.
ALTHOUGH SHAREHOLDERS MAY GRANT OR WITHHOLD CONSENT WITH RESPECT TO EACH
INDIVIDUAL PROPOSAL, CONSUMMATION OF THE MERGER IS CONDITIONED ON THE APPROVAL
OF THE AMENDMENTS TO AMERICAN TAX'S TRUST AGREEMENT SET FORTH BELOW.
ALL PROPOSALS
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YOU MAY CONSENT TO ALL PROPOSALS BY MARKING HERE:
CONSENT: _____ REFUSE TO CONSENT: _____ ABSTAIN: _____
INDIVIDUAL PROPOSALS
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I. APPROVAL AND ADOPTION OF MERGER AGREEMENT: To approve and adopt the
merger agreement, dated as of November 2, 1999, among American Tax,
Charter Municipal Mortgage Acceptance Company and CM Holding Trust, a
wholly-owned subsidiary of CharterMac, pursuant to which American Tax
will be merged with and into CM Holding, with CM Holding being the
surviving business trust.
CONSENT: _____ REFUSE TO CONSENT: _____ ABSTAIN: _____
II. REMOVAL OF SECTION 23.2 FROM TRUST AGREEMENT: To approve and adopt an
amendment to American Tax's trust agreement to remove Section 23.2, to
be effective immediately prior to the merger, which contains a
provision which may otherwise grant American Tax shareholders who vote
"no" on the proposed merger, the choice of (a) accepting CharterMac
common shares or (b) either (1) remaining a shareholder of American Tax
or (2) receiving cash for their American Tax shares equal to each
American Tax shareholder's pro rata share of the appraised value of the
net assets of American Tax.
CONSENT: _____ REFUSE TO CONSENT: _____ ABSTAIN: _____
III. REMOVAL OF SECTION 23.3(A) THROUGH (D) FROM TRUST AGREEMENT: To approve
and adopt an amendment to American Tax's trust agreement to remove
Sections 23.3(a) through (d), to be effective immediately prior to the
merger, which contain certain restrictions that could be construed to
prohibit the consummation of the merger.
CONSENT: _____ REFUSE TO CONSENT: _____ ABSTAIN: _____
NY/293185.1
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IV. REMOVAL OF SECTION 15.4.9 FROM TRUST AGREEMENT: To approve and adopt an
amendment to American Tax's trust agreement to remove Section 15.4.9,
to be effective immediately prior to the merger, which contains a
provision which could be construed to otherwise prevent Related AMI or
its affiliates, including for this purpose CharterMac, from purchasing
first mortgage bonds from American Tax in the merger.
CONSENT: _____ REFUSE TO CONSENT: _____ ABSTAIN: _____
V. EXTENSION OF SOLICITATION PERIOD: To approve, if necessary, the
extension of the solicitation period.
CONSENT: _____ REFUSE TO CONSENT: _____ ABSTAIN: _____
THE ACTION TAKEN PURSUANT TO THIS CONSENT FORM WILL APPLY TO ALL SHARES HELD BY
YOU. IF YOU DO NOT RETURN YOUR CONSENT FORM, YOU WILL BE DEEMED TO HAVE NOT
CONSENTED TO THE PROPOSALS. IF THE CONSENT FORM IS COMPLETED AND RETURNED, BUT
ALL OR SOME OF THE LINES ABOVE ARE NOT MARKED, YOU WILL BE DEEMED TO HAVE
CONSENTED TO THE PROPOSALS FOR WHICH NO CHOICE IS INDICATED.
TO VOTE ON THE PROPOSALS, PLEASE SIGN, DATE AND MAIL THIS CONSENT FORM TO THE
ADDRESS SET FORTH BELOW.
Please return this Consent Form by no later than October __, 2000 in the
postage paid addressed envelope included with this mailing. If for any reason
you do not have an envelope, kindly send this card to American Tax at c/o
Related AMI Associates, Inc., Attention: Brenda Abuaf, 625 Madison Avenue, New
York, New York 10022 or by facsimile at (212-593-5794). If you have any
questions please contact Brenda Abuaf at 1-800-600-6422, ext. 2090.
SIGNATURE INSTRUCTIONS: For joint accounts, all joint owners should sign.
When signing as executor, administrator, trustee, guardian, etc., please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership's name by authorized person.
Signature (Title, if any) ----------------------------
Signature (if jointly held) --------------------------
Print name of Shareholder ----------------------------
Date -------------------------------------------------
(VERY IMPORTANT--PLEASE WRITE DATE OF SIGNATURE)
NY/293185.1
