Edgar Filing: AMERICAN MORTGAGE ACCEPTANCE CO

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

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AMERICAN MORTGAGE ACCEPTANCE COMPANY
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AMERICAN MORTGAGE
ACCEPTANCE COMPANY
---------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON
JUNE 12, 2002

---------------------------------

April 30, 2002
To the Shareholders of American Mortgage Acceptance Company:

NOTICE IS HEREBY GIVEN THAT the 2002 Annual Meeting of American Mortgage
Acceptance Company ("AMAC") will be held on Tuesday, June 11, 2002 at 1:30 P.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
in 2003.

(2) The transaction of such other business as may properly come before
the meeting or any adjournment or postponement thereof.

The Board of Trustees recommends a vote "FOR" each of the listed nominees.
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 16, 2002 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 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.

AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK, 10022
---------------------------------
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 (the "Board of Trustees", each individual trustee serving thereon, a
"Trustee") of American Mortgage Acceptance Company ("AMAC" or the "Company") for
use at the Annual Meeting of Shareholders of AMAC (the "Meeting") to be held
Tuesday, June 11, 2002 at 1:30 P.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. AMAC has first mailed these proxy
materials to holders (the "Shareholders") of shares of beneficial interest in
AMAC (the "Shares"), on or about May 1, 2002. AMAC'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 16, 2002
(the "Record Date") will be entitled to vote at the Meeting or at any
adjournment or postponement thereof.

Shares represented by properly executed proxy cards received by AMAC at or
prior to the Meeting will be voted according to the instructions indicated on
the proxy card. If no instructions are given, the persons named on the proxy
card intend to vote the Shares so represented "FOR" the election of each of the
nominees for re-election as Trustees.

Proxies may be revoked by those persons executing proxies at any time
before the authority granted thereby is exercised by delivering to AMAC's
secretary at or prior to the Meeting a written notice of revocation bearing a
later date than the date of the proxy, duly executing a subsequently dated proxy
with respect to the same Shares represented by the proxy and delivering it to
AMAC's secretary at or before the Meeting or attending the Meeting and voting in
person, although attendance at the Meeting will not, by itself, constitute
revocation. Any written notice revoking a proxy should be delivered at or prior
to the Meeting to the attention of the secretary, American Mortgage Acceptance
Company, 625 Madison Avenue, New York, New York 10022.

The Board of Trustees recommends a vote "FOR" each of the Trustees.

As of April 16, 2002 approximately 6,363,630 Shares of AMAC were
outstanding, with each Share entitled to one vote on all matters that may come
before the Meeting.

PROPOSAL BEFORE THE MEETING

ELECTION OF TRUSTEES

At the Meeting, five Trustees are to be elected for one-year terms
expiring in 2003. All of the nominees are currently Trustees of AMAC. Trustees
are elected by a plurality 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 of
Trustees. The 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 for good
cause unwilling to serve, the Shares represented by proxies received will be
voted for another nominee selected by the Board of Trustees. 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 2003.

NAME OF TRUSTEE/
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION
-------------------- --- --------------------

Stuart J. Boesky . . . . . . . . . . 44 Mr. Boesky is Chairman, the President and Chief Executive
Officer of AMAC and is the President and Director of Related
AMI Associates, Inc. (the "Advisor"). Mr. Boesky is also a
partner and Senior Managing Director of Related Capital
Company ("Related"), the financial services affiliate of The
Related Companies, L.P. ("TRCLP"). 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 Stroock & Stroock &
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 Realty, Inc. ("Aegis") and the Board of
Trustees of Charter Municipal Mortgage Acceptance Company
("CharterMac"), two public companies that are both managed by
affiliates of the Advisor.

Peter T. Allen . . . . . . . . . . . 56 Mr. Allen is a Trustee and is the 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
Director since 1991 and is a member of the Audit and
Compensation Committees. Mr. Allen also serves on the Board of
Trustees of CharterMac and on the Board of Directors of Aegis.

Arthur P. Fisch . . . . . . . . . . 60 Mr. Fisch is a Trustee and 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. 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 Director since 1991 and is a
member of the Audit and Compensation Committees. Mr. Fisch
also serves on the Board of Trustees of CharterMac and the
Board of Directors of Aegis.

NAME OF TRUSTEE/
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION
-------------------- --- --------------------

Alan P. Hirmes . . . . . . . . . . . 47 Mr. Hirmes is a Senior Vice President of AMAC and is the
Senior Vice President of the Advisor. Mr. Hirmes is also
the sole shareholder of one of the general partners of
Related, and is a Senior Managing Director of Related,
where he is responsible for overseeing the finance,
accounting, dispositions and investor services
departments. 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
graduated from Hofstra University with a Bachelor of
Arts degree. Mr. Hirmes also serves on the Board of
Trustees of CharterMac and the Board of Directors of
Aegis.

Scott M. Mannes . . . . . . . . . . 42 Mr. Mannes is a Trustee of AMAC and is the co-founder of
Drawbridge Capital, LLC, an investment firm that
operates as an advisor and service provider to, and
investor in, the specialty finance industry. 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. Mr.
Mannes was instrumental in developing the investment
banking, merchant banking and venture capital activities
for ContiFinancial, including managing the acquisitions
of assets and investment banking relationships to
promote the company's securitization activities and
managing the acquisition of equity interests in
affiliate residential and commercial loan origination
companies. 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 Statue
University at Albany and received an MPA in Public
Administration from the Rockefeller School of Public
Affairs and Policy.

MANAGEMENT

TRUSTEES AND OFFICERS

The Board of Trustees directs the management of the business of AMAC, but
retains Related AMI Associates, Inc. (the "Advisor") to manage the Company's
day-to-day affairs. The Board of Trustees delegates to the Advisor
responsibilities with respect to, among other things, overseeing the portfolio
of assets of AMAC and acquiring and disposing of investments. During 2001, the
Board of Trustees held ten meetings, the Audit Committee held four meetings and
the Compensation Committee did not hold any meetings. The average attendance in
the aggregate of the total number of Board of Trustees and committee meetings
was 98%.

The Trustees and Executive Officers of AMAC are as follows:

YEAR FIRST BECAME
NAME AGE OFFICE HELD OFFICER/TRUSTEE TERM EXPIRES
---- --- ----------- ----------------- ------------

Stuart J. Boesky . . . . . . . . 44 Chairman of the Board, 1991 2002
Chief Executive Officer
and President
Peter T. Allen . . . . . . . . . 56 Managing Trustee 1991 2002
Arthur P. Fisch. . . . . . . . . 60 Managing Trustee 1991 2002
Alan P. Hirmes . . . . . . . . . 47 Managing Trustee and 1991/2001 2002
Senior Vice President
Scott M. Mannes. . . . . . . . . 42 Managing Trustee 2001 2002
Steven B. Wendel . . . . . . . . 39 Chief Operating Officer 1999 --
Denise L. Kiley. . . . . . . . . 42 Senior Vice President 1999 --
Marc D. Schnitzer. . . . . . . . 41 Senior Vice President 1999 --
Michael I. Wirth . . . . . . . . 43 Senior Vice President 2000 --
and Chief Financial Officer
John J. Sorel. . . . . . . . . . 41 Senior Vice President 1999 --
Mark J. Schlacter . . . . . . . 51 Vice President 1993 --
Gary Parkinson . . . . . . . . . 53 Controller 1997 --
Teresa Wicelinski. . . . . . . . 36 Secretary 1998 --

-------------------
Biographical information with respect to Messrs. Boesky, Allen, Fisch,
Hirmes and Mannes is set forth under "PROPOSAL BEFORE THE MEETING" above.

STEVEN B. WENDEL is the Chief Operating Officer of AMAC and is responsible
for the origination and acquisition of AMAC's mortgage products. Mr. Wendel is
also a Senior Vice President of Related. Prior to joining Related in June, 1999,
Mr. Wendel was a Managing Director of the commercial loan origination and
securitization program at ContiFinancial Corporation, which originated
approximately $2.6 billion of commercial loans. From 1989-1992, Mr. Wendel was a
senior associate of the structured finance/MBA rotational program at Coopers &
Lybrand. From 1987-1989, he was a consultant at Martin E. Segal Company, and
from 1984-1987, he was a pricing analyst at Metropolitan Life Insurance Company.
Mr. Wendel holds his Masters in Business Administration from the Stern School of
Business Administration at New York University and his Bachelor of Arts in
economics from the University of Pennsylvania.

DENISE L. KILEY is a Senior Vice President of AMAC and is a Managing
Director of Related, responsible for overseeing the underwriting and asset
management departments. Ms. Kiley oversees the underwriting approval of all real
estate 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 is a Senior Vice President of AMAC. Mr. Schnitzer is
also a Managing Director of Related and the 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, 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.

MICHAEL I. WIRTH is the Chief Financial Officer and Senior Vice President
of AMAC. Mr. Wirth is also a Senior Vice President of Related. Mr. Wirth joined
Related in August, 2000. Prior to Related, Mr. Wirth was a vice president in the
real estate group at CGA Investment Management where he was responsible for the
underwriting, investment and management of all commercial real estate debt
investments made by the company. Prior to CGA, Mr. Wirth spent 4 years as a
senior manager at Deloitte & Touche in the realty consulting group and
technology solutions practice and 5 years as a senior manager and national
director to the financial services industry at The Roulac Group of Deloitte &
Touche. Mr. Wirth received a Bachelors in Business Administration from Georgia
State University. He has been a Certified Public Accountant since 1986.

JOHN SOREL is a Senior Vice President of AMAC and is a Senior Vice
President of Related. Mr. Sorel is responsible for overseeing construction risk
management and loan servicing for AMAC. Prior to joining Related in November,
1999, Mr. Sorel was a Vice President for BankBoston in their real estate
department from 1993-1999, where he originated and managed over $150 million of
corporate and construction loan facilities for the low income housing tax credit
industry. From 1991-1993, Mr. Sorel worked as an Assistant Vice President for
Recoll Management. Mr. Sorel holds a Bachelor of Arts degree in Economics from
Syracuse University.

MARK J. SCHLACTER is a Vice President of AMAC and is responsible for
AMAC's FHA mortgage acquisitions program. Mr. Schlacter is also a Vice President
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.

GARY PARKINSON is the controller of AMAC. Mr. Parkinson is also an
Assistant Vice President of Related. Mr. Parkinson has been Certified Public
Accountant in New York since 1987. Prior to joining Related in September 2000,
Mr. Parkinson was employed by American Real Estate Partners, L.P. from July 1991
to September 2000, Integrated Resources, Inc. from August 1988 to July 1991 and
Ernst and Young from September 1984 to August 1988. Mr. Parkinson graduated from
Northeastern University and The Johnson Graduate School of Business at Cornell
University.

TERESA WICELINSKI is the Secretary of AMAC. 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.

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 AMAC, the periodic review of AMAC's financial statements and
meetings with AMAC's independent auditors. The Audit Committee is comprised of
Messrs. Allen, Mannes and Fisch, each of which are deemed "independent" under
the rules of the American Stock Exchange, and had four meetings during AMAC's
fiscal year ended December 31, 2001.

The Compensation Committee's duties include the determination of
compensation, if any, of AMAC's executive officers and of the Advisor and the
administration of AMAC's Incentive Share Option Plan. The Compensation Committee
must have at least two members, each of which must be Independent Trustees. The
Compensation Committee is comprised of Messrs. Allen and Fisch and did not hold
any meetings during AMAC's fiscal year ended December 31, 2001.

THE ADVISOR

The directors and executive officers of Related AMI Associates, Inc., are
set forth below. These officers of the Advisor may also provide services to AMAC
on behalf of the Advisor.

RELATED AMI ASSOCIATES, INC.
YEAR FIRST BECAME
NAME AGE OFFICES HELD OFFICER/MEMBER
---- --- ------------ -----------------
Stuart J. Boesky . . . . . . . . 44 Director and President 1991
Alan P. Hirmes . . . . . . . . . 47 Senior Vice President 1991
Michael J. Brenner . . . . . . . 56 Director 1999
Gary Parkinson . . . . . . . . . 52 Treasurer 2000
Teresa Wicelinski. . . . . . . . 36 Secretary 1998

Biographical information with respect to Mr. Parkinson and Ms. Wicelinski
is set forth under "Trustees and Officers" above and with respect to Messrs.
Hirmes and Boesky is set forth under "PROPOSAL BEFORE THE MEETING" above.

MICHAEL J. BRENNER is a Director of the Advisor, and is the Executive Vice
President and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996,
Mr. Brenner was a partner with Coopers & Lybrand, having served as managing
partner of its Industry Programs and Client Satisfaction initiatives from
1993-1996, managing partner of the Detroit group of offices from 1986-1993 and
Chairman of its National Real Estate Industry Group from 1984-1986. Mr. Brenner
graduated SUMMA CUM LAUDE from the University of Detroit with a Bachelors degree
in Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the Board
of Directors of Aegis and the Board of Trustees of CharterMac.

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
AMAC's officers and trustees, and persons who own more than ten percent of a
registered class of AMAC's equity securities, to file reports of ownership and
changes in ownership with the Commission. These persons are required by
regulation of the Commission to furnish AMAC 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, AMAC believes that during the fiscal year ended
December 31, 2001, AMAC's officers, trustees and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.

EXECUTIVE COMPENSATION

TRUSTEES AND MANAGEMENT

AMAC has ten executive officers and five Trustees (three of whom are
Independent Trustees). AMAC 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 $10,000 per year payable in cash,
in addition to an expense reimbursement for attending meetings of the Board of
Trustees.

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

SHARE OPTION PLAN

AMAC 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
Advisor and its employees and officers with the interests of the Shareholders by
providing the Advisor with substantial financial interest in AMAC's success. The
Compensation Committee, which is comprised of Messrs. Allen and Fisch,
administers the Plan. Pursuant to the Plan, if AMAC's distributions per Share in
the immediately preceding calendar year exceed $1.45 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 December 31, 1999), 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 383,863 Shares (i.e. 10% of the Shares outstanding on
December 31, 1999.)

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 years ended December 31,
1999 and December 31, 2000. In 2001, AMAC distributed $1.45 per Share;
therefore, the Compensation Committee is not authorized to issue options for the
year ended December 31, 2001.

REPORT OF THE COMPENSATION COMMITTEE

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 AMAC does not pay salaries
and bonuses to the officers of AMAC or the Advisor, 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.

AMAC's grants of stock options are structured to link the compensation of
the officers of AMAC and the officers of the Advisor with AMAC's performance.
Through the establishment of the Plan, AMAC has aligned the financial interests
of its executives (and the executives of the Advisor) with the results of AMAC'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
AMAC's industry, with such compensation contingent upon AMAC'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
AMAC'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 AMAC 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 AMAC's performance to the
S&P 500 and the NAREIT Mortgage REIT Index. The graph assumes a $100 investment
on July 1, 1999 (which is the month in which AMAC's Shares commenced trading on
the American Stock Exchange). All stock price performance figures includes the
reinvestment of dividends.

COMPARISON OF 30 MONTH CUMULATIVE TOTAL RETURN*
AMONG AMERICAN MORTGAGE ACCEPTANCE COMPANY,
THE S&P 500 INDEX AND THE NAREIT MORTGAGE INDEX

[ PERFORMANCE GRAPH ]

----------------------

* $100 invested on 7/1/99 in stock or on 6/30/99 in index-including
reinvestment of dividends. Fiscal year ending December 31.

CUMULATIVE TOTAL RETURN

7/1/99 12/99 12/00 12/01
-------- ------- ------- --------
AMAC. . . . . . . . . . . $ 100.00 $ 74.05 $ 78.78 $ 161.93
S & P 500 . . . . . . . . 100.00 107.71 97.90 86.26
NAREIT MORTGAGE . . . . . 100.00 58.84 68.23 121.00

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 16, 2002, no one was known by AMAC to be the beneficial owner
of more than five percent of the outstanding Shares of AMAC.

As of April 16, 2002, Trustees and senior officers of AMAC and members and
senior officers of the Advisor own directly or beneficially Shares of AMAC as
follows:

AMOUNT AND NATURE OF
NAME TITLE BENEFICIAL OWNERSHIP PERCENT OF CLASS
---- ----- -------------------- ----------------

Stephen M. Ross. . . . . . . . . . Majority shareholder of 83,308 Shares 1 1.31%
the Advisor

Alan P. Hirmes . . . . . . . . . . Senior Vice President 86,921 Shares 1 1.37%
of AMAC and SVP of
the Advisor

Stuart J. Boesky . . . . . . . . . Chairman, President and 93,421 Shares 1 1.47%
CEO of AMAC and Director
and President of the Advisor

Peter T. Allen . . . . . . . . . . Trustee of AMAC 0 Shares --

Arthur P. Fisch. . . . . . . . . . Trustee of AMAC 0 Shares --

Steven B. Wendel . . . . . . . . . COO of AMAC 3,548 Shares *

Scott M. Mannes. . . . . . . . . . Trustee of AMAC 0 Shares --

Michael I. Wirth . . . . . . . . . CFO & SVP of AMAC 1,500 Shares *

Denise L. Kiley. . . . . . . . . . Senior VP of AMAC 1,613 Shares *

Marc D. Schnitzer. . . . . . . . . Senior VP of AMAC 1,613 Shares *

John J. Sorel. . . . . . . . . . . Senior VP of AMAC 0 Shares --

Michael J. Brenner . . . . . . . . Director of the Advisor 2,500 Shares *

All Senior Officers and Trustees of AMAC
and the Advisor as a group (12 persons) 127,808 Shares 1 2.00%

----------------------
1 73,308 of these Shares are owned by the Advisor, of which Messrs. Ross,
Hirmes, and Boesky are majority owners.

* Less than 1% of the Shares outstanding

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AMAC has and will continue to have certain relationships with the Advisor
and its affiliates. However, there have been no direct financial transactions
between AMAC and its Trustees and officers or the directors and officers of the
Advisor.

AFFILIATED TRANSACTIONS

As of December 31, 2001, AMAC had seven mortgage investments, totaling
approximately $11,480,000 in which the borrowers are affiliates of Related.
Typically, these affiliate borrowers are limited partnerships where the general
partner is either an affiliate of Related or an unaffiliated third party with a
1% general partnership interest and the 99% limited partner is a limited
partnership in which an affiliate of Related owns a 1% general partnership
interest and one or more Fortune 500 companies owns a 99% limited partnership
interest.

ADVISORY AGREEMENT

AMAC and the Advisor entered into an Advisory Agreement pursuant to which
the Advisor is obligated to use its best efforts to seek out and present to
AMAC, 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 AMAC and consistent
with such investment programs as the Board of Trustees may adopt from time to
time in conformity with AMAC's Trust Agreement.

Although the Board of Trustees has continuing exclusive authority over the
management of AMAC, the conduct of its affairs and the management and
disposition of AMAC's assets, the Board of Trustees has delegated to the
Advisor, 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) obtain, furnish and/or supervise the services necessary to perform any
ministerial functions in connection with the management of AMAC's day-to-day
operations; (ii) seek out and present to AMAC, 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 objectives and
policies of AMAC as adopted by the Trustees from time to time; (iii) exercise
absolute discretion, subject to the Trustees' review, in decisions to originate,
acquire, retain, sell or negotiate for the prepayment or restructuring of
mortgages and other investments of AMAC; (iv) recommend investment opportunities
consistent with AMAC's investment objectives and policies and negotiate on
behalf of AMAC with respect to potential investments or the disposition thereof;
(v) upon request, cause an affiliate to serve as the mortgagee of record for the
Mortgages of AMAC 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 AMAC such other services as may be required
in acquiring or disposing of investments, disbursing and collecting the funds of
AMAC, paying the debts and fulfilling the obligations of AMAC, and handling,
prosecuting and settling any claims of AMAC, including foreclosing and otherwise
enforcing mortgages and other liens securing investments; (vii) obtain for AMAC
such services as may be required for property management, mortgage brokerage and
servicing, and other activities relating to the investment portfolio of AMAC;
(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 the Board of Trustees, make reports to
AMAC as to its performance of the foregoing services; (xi) do all things
necessary to assure its ability to render the services contemplated herein.

The Advisory Agreement is renewed annually by AMAC, subject to an
evaluation of the performance of the Advisor by the Board of Trustees. The
Advisory Agreement may be terminated (i) without Cause by the 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 the Advisory Agreement, the 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.**

FEES/COMPENSATION/POINTS* AMOUNT
------------------------- ------

Annual Incentive Fee . . . . . . . . . .
Subject to a minimum annual
Distributions being made to
Shareholders from CAD of $1.45 per
Share, 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) (a) Funds From
Operations of the Company (before the
Annual Incentive Fee) per Share (based
on the weighted average number of
Shares outstanding), plus (b) gains
(or minus losses) from debt
restructuring and sales of property
per share (based on the weighted
average number of Shares outstanding),
exceed (2) an amount equal to the
greater of: (a) (i) the weighted
average of (x) $20 (the price per
Share of the initial public offering)
and (y) the prices per 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 Shares
outstanding during such year.

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

Operating Expense Reimbursement. . . . . for direct expenses incurred by the Advisor.
Incentive Share Options. . . . . . . . . the Advisor may receive options to acquire additional
Shares pursuant to AMAC's Incentive
Share Option Plan only if AMAC's
distributions in any year exceed $1.45
per Share, and the Compensation
Committee of the Board of Trustees
determines to grant such options.

-----------------------
* The 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 the
AMAC's 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,
commercial mortgage backed securities ("CMBS") subordinated interests
(including subordinated interests in CMBS).

The Advisor may engage in other business activities related to real
estate, mortgage investments or other investments whether similar or dissimilar
to those made by AMAC, or act as Advisor to any other person or entity having
investment policies whether similar or dissimilar to those of AMAC. Before the
Advisor, the officers and directors of the Advisor and all persons controlled by
the 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 AMAC if (i) such opportunity is of a
character which could be taken by AMAC, (ii) such opportunity is compatible with
AMAC's investment objectives and policies and (iii) AMAC has the financial
resources to take advantage of such opportunity.

The Trust Agreement and Advisory Agreement provide that AMAC will
indemnify the Advisor and its affiliates under certain circumstances.

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

Pursuant to the Advisory Agreement, the Advisor is entitled to receive as
compensation a number of shares equal to 1% of all common shares issued by AMAC.
In connection with a 2,500,000 common share offering completed by AMAC in
February, 2002, the Advisor was issued 25,000 common shares of AMAC.

ACCOUNTING AND AUDIT INFORMATION

AUDIT COMMITTEE CHARTER

On June 12, 2001, the Board of Trustees adopted the following Audit
Committee Charter. The Audit Committee Charter will be reviewed, updated and
approved by the Board of Trustees each year:

ROLE AND INDEPENDENCE

The audit committee of the board of trustees of American Mortgage
Acceptance Company (the "Corporation") assists the board in fulfilling its
responsibility for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the Corporation and other
such duties as directed by the board. The membership of the Corporation's
audit committee (the "Committee") shall consist of at least three trustees
who are generally knowledgeable in financial and auditing matters,
including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that,
in the opinion of the board, would interfere with his or her individual
exercise of independent judgment, and shall meet the director independence
requirements for serving on the Committee as set forth in the corporate
governance standards of the American Stock Exchange. The Committee is
expected to maintain free and open communication (including private
executive sessions at least annually) with the independent accountants,
the internal auditors, if any, and the management of the Corporation. In
discharging this oversight role, the Committee is empowered to investigate
any matter brought to its attention, with full power to retain outside
counsel or other experts for this purpose.

The board of trustees shall appoint one member of the Committee as
chairperson. He or she shall be responsible for leadership of the
Committee, including preparing the agenda, presiding over the meetings,
making Committee assignments and reporting to the board of trustees. The
chairperson will also maintain regular liaison with the CEO, CFO, and the
lead independent audit partner.

RESPONSIBILITIES

The Committee's primary responsibilities include:

Recommending to the board the independent accountant to be selected
or retained to audit the financial statements of the Corporation. In so
doing, the Committee will request from the auditor a written affirmation,
consistent with Independence Standards Board Standard 1, that the auditor
is in fact independent, discuss with the auditor any relationships that
may impact the auditor's independence, and recommend to the board any
actions necessary to oversee the auditor's independence.

Overseeing the independent auditor relationship by discussing with
the auditor the nature and rigor of the audit process, receiving and
reviewing audit reports, and providing the auditor full access to the
Committee (and the board) to report on any and all appropriate matters.

Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the Corporation's accounting principles as
applied in its financial reporting, including review of estimates,
reserves and accruals, review of judgmental areas, review of audit
adjustments whether or not recorded and such other inquiries as may be
appropriate. Based on the review, the Committee shall make its
recommendation to the board as to the inclusion of the Corporation's
audited financial statements in the Corporation's annual report on Form
10-K.

Reviewing with management and the independent auditor the quarterly
financial information prior to the Corporation's filing of Form 10-Q. This
review may be performed by the Committee or its chairperson.

Discussing with management, the internal auditors, if any, and the
external auditors the quality and adequacy of the Corporation's internal
controls.

Discussing with management the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance area as
may be appropriate.

Reporting Committee activities to the full board and issuing annually
a report to be included in the proxy statement (including appropriate
oversight conclusions) for submission to the shareholders.

The Committee's job is one of oversight. Management is responsible
for the preparation of the Corporation's financial statements and the
independent auditors are responsible for auditing those financial
statements. The Committee and the board recognize that management
(including the internal audit staff, if any) and the independent auditors
have more resources and time, and more detailed knowledge and information
regarding the Corporation's accounting, auditing, internal control and
financial reporting practices than the Committee does; accordingly the
Committee's oversight role does not provide any expert or special
assurances as to the financial statements and other financial information
provided by the Corporation to its shareholders and others.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Trustees has issued the following
report with respect to the audited financial statements of the Company for the
fiscal year ended December 31, 2001:

o The Audit Committee has reviewed and discussed with AMAC's
management AMAC's fiscal 2001 audited financial statements;

o The Audit Committee has discussed with Deloitte & Touche LLP (AMAC's
independent auditors) the matters required to be discussed by
Statements on Auditing Standards No. 61 as amended by SAS No. 90;

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 the Company and its related entities) and has discussed with
the auditors their independence from AMAC;

Based on the review and discussions referred to in the three items above,
the Audit Committee recommended to the Board of Trustees that the audited
financial statements be included in AMAC's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.

Submitted by the Audit Committee of the Board of Trustees:

Peter T. Allen-- Chairman
Arthur P. Fisch
Scott M. Mannes

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP have been and are presently the independent auditors
for AMAC. Representatives of Deloitte & Touche LLP are expected to be present at
the Meeting and to be available to respond to appropriate questions from
Shareholders.

AUDIT FEES

The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the year ended December 31, 2001 and for the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for that year were $85,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Deloitte did not provide the Company with any professional services for
information technology services relating to financial information systems design
and implementation for the year ended December 31, 2001.

ALL OTHER FEES

The aggregate fees billed by Deloitte for services rendered to the
Company, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" for the year
ended December 31, 2001 were $30,000, primarily for income tax return
preparation and related consultations.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by AMAC. Brokers and nominees
should forward soliciting materials to the beneficial owners of the Shares held
of record by such person, and AMAC 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 AMAC and the Advisor by
personal interview or telephone.

VOTING PROCEDURES

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, 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).

SHAREHOLDER PROPOSALS

Any proposal by a Shareholder of AMAC intended to be presented at the 2003
Annual Meeting of Shareholders must be received by AMAC at its principal
executive office not later than January 6, 2003 for inclusion in AMAC'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
Commission.

ANNUAL REPORT ON FORM 10-K

UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE MEETING,
AMAC WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. Requests should be addressed to Veronica Hunt at American
Mortgage Acceptance Company, 625 Madison Avenue, New York, New York 10022-1801.

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 AMAC and decrease the return on your investment.

By Order of the Board of Trustees

/s/ Stuart J. Boesky
---------------------------------
April 30, 2002 Stuart J. Boesky
Chairman, President and
Chief Executive Officer

COMPANY 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.

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 Michael I. Wirth, with the power to appoint his
substitute, and hereby authorizes him to represent and to vote, as designated on
the reverse side, all shares of beneficial interest of American Mortgage
Acceptance Company ("AMAC") held of record by the undersigned on April 16, 2002
at the Annual Meeting of Shareholders to be held on June 11, 2002 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

DETACH HERE

[X] Please mark votes as in this example.

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

1. Election of Trustees. 2. In their discretion, the proxies are authorized to
Nominees: Stuart J. Boesky, Peter T. Allen vote upon any other business that may properly
Arthur P. Fisch, Alan P. Hirmes and come before the meeting.
Scott M. Mannes

FOR ALL WITHOLD ALL
[ ] [ ]

[ ]-------------------------------------
For ALL nominees EXCEPT as noted above

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT [ ]

Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should
give full title as such. If signing for a corporation, please sign in full
corporate name by a duly authorized officer.

Signature: Date: Signature: Date:
------------------------- ----------- ------------------------- -----------