Exhibit 3.1


                                      THIRD
                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                      AMERICAN MORTGAGE ACCEPTANCE COMPANY

     WHEREAS the Declaration of Trust of American  Mortgage  Acceptance  Company
(f/k/a  American   Mortgage   Investors   Trust)  was  declared,   executed  and
acknowledged in Boston,  Massachusetts on June 11, 1991 by Carmela Laurella (the
"Initial  Trustee") and was thereafter  filed in the offices of the Secretary of
the Commonwealth of Massachusetts (the "Original Declaration of Trust");

     WHEREAS the Original  Declaration  of Trust was amended and restated by the
Amended and  Restated  Trust  Agreement  dated as of March 29, 1993 filed in the
offices of the  Secretary of State of the  Commonwealth  of  Massachusetts  (the
"First Amended and Restated Declaration of Trust");

     WHEREAS the First Amended and Restated Declaration of Trust was amended and
restated by the Second Amended and Restated Trust  Agreement,  dated as of April
6, 1999,  filed in the offices of the Secretary of State of the  Commonwealth of
Massachusetts (the "Second Amended and Restated Declaration of Trust");

     WHEREAS the  undersigned,  being all of the presently  incumbent  Trustees,
desire to amend and restate the Second Amended and Restated Declaration of Trust
to read in its entirety as set forth herein;

     WHEREAS the Trustees have unanimously  approved amending the Second Amended
and Restated Declaration of Trust pursuant to the proposals (the "Proposals") as
more fully  described in the Proxy  Statement dated April 30, 2005 (the "Proxy")
and distributed to all Shareholders of record as of April 1, 2005; and

     WHEREAS the Proposals require the approval of Shareholder and the requisite
approval was obtained.

                                   DECLARATION

     NOW, THEREFORE,  Stuart J. Boesky, Alan P. Hirmes, Scott M. Mannes, Stanley
Perla,  and Richard M. Rosan (such persons and any successor to such persons and
additional  persons,  so long as they shall continue in or be admitted to office
in  accordance  with the terms of this  Declaration  of Trust,  are  hereinafter
together called the "Trustees"), hereby declare that they will hold all property
of every type and description which they may acquire as such trustees,  together
with the proceeds thereof, in trust, to manage, hold and dispose of the same for
the  benefit  of the  holders of record  from time to time of the  Shares  being
issued  and to be  issued  hereunder  and  in  the  manner  and  subject  to the
provisions of this Declaration of Trust:

                                    ARTICLE I

                                    THE TRUST

     SECTION 1.1.  NAME.  The name of the Trust created by this  Declaration  of
Trust shall be "AMERICAN MORTGAGE  ACCEPTANCE  COMPANY"  (hereinafter called the
"Trust") and so far as may be practicable the Trustees shall conduct the Trust's
activities, execute all documents and sue or be sued under that name, which name
(and the word "Trust" whenever used in this  Declaration of Trust,  except where
the context otherwise requires) shall refer to the Trustees in their capacity of
Trustees,  and not  individually  or  personally,  and  shall  not  refer to the
officers or Shareholders of the Trust or to the agents or employees of the Trust
or of such Trustees.  Should the Trustees determine that the use of such name is
not  practicable,  legal or convenient,  they may use such other  designation or
they may adopt such  other name for the Trust as they deem  proper and the Trust
may hold property and conduct its  activities  under such  designation  or name,
subject, however, to the limitations contained in the next succeeding paragraph.

     SECTION  1.2.  LOCATION.  The Trust  shall  maintain an office of record in
Boston,  Massachusetts,   at  [84  State  Street,  care  of  The  Prentice  Hall
Corporation  System,  Inc.] (the Trust's resident agent), in the City of Boston,



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in the County of Suffolk, in the Commonwealth of Massachusetts and the Trust may
have such other  offices or places of business as the  Trustees may from time to
time determine as necessary or expedient.

     SECTION  1.3.  NATURE OF TRUST.  The  Trust  shall be of the type  commonly
termed a  Massachusetts  business  trust;  this  Declaration  of  Trust  and all
amendments  hereto and  restatements  hereof  shall be filed in all  appropriate
state  and  local  offices  in the  Commonwealth  of  Massachusetts  in order to
effectuate such intent.  The Trust is not intended to be, shall not be deemed to
be, and shall not be treated  as, a general  partnership,  limited  partnership,
joint venture,  corporation or joint stock company.  The  Shareholders  shall be
beneficiaries  and their  relationship  to the Trustees  shall be solely in that
capacity in accordance with the rights conferred upon them hereunder.  The Trust
is intended to have the status of a "real estate  investment trust" as that term
is  defined  in the  REIT  Provisions  of the  Internal  Revenue  Code  and this
Declaration  of  Trust  and all  actions  of the  Trustees  hereunder  shall  be
construed  in  accordance  with such  intent,  unless  and  until the  Trustees,
including  a  majority  of the  Independent  Trustees,  may  determine  that the
maintenance  of  that  status  is  no  longer  in  the  best  interests  of  the
Shareholders or practicable.

     SECTION 1.4.  PURPOSE.  The  purposes of the Trust shall be, as  determined
from time to time by the Board of Trustees,  to engage in any lawful business or
activity in which an "Association"  (within the meaning of Massachusetts General
Laws, Chapter 182, Section 1) may engage, including,  without limitation,  those
businesses  and activities in which a corporation  subject to the  Massachusetts
Business Corporation Act may engage.

                                   ARTICLE II

                                   DEFINITIONS

     SECTION  2.1.  DEFINITIONS.  Whenever  used in this  Declaration  of Trust,
unless the context  otherwise  requires,  the terms  defined in this  Article II
shall have the following respective meanings:

     (a) Advisor.  "Advisor" shall mean the Person(s)  responsible for directing
or performing the day-to-day  business affairs of the Trust,  including a person
or entity to which an Advisor subcontracts substantially all such functions. The
Advisor shall be Related AMI or anyone who succeeds it in such capacity.

     (b)  Advisory  Agreement.  "Advisory  Agreement"  shall mean the  agreement
between the Trust and the Advisor  pursuant to which the Advisor will act as the
investment advisor and administrator of the Trust.

     (c) Affiliate. "Affiliate" shall mean (i) any Person directly or indirectly
controlling, controlled by or under common control with another Person, (ii) any
Person owning or controlling 10% or more of the outstanding voting Securities or
beneficial interests of such other Person, (iii) any officer,  director, trustee
or general  partner of such Person and (iv) if such other  Person is an officer,
director,  trustee or partner of another entity,  then the entity for which that
Person acts in any such capacity.

     (d)  Bylaws.  "Bylaws"  shall mean the Bylaws of the Trust,  as adopted and
amended from time to time by the Board of Trustees.

     (e) Common  Shares.  "Common  Shares"  shall mean any Shares  classified or
reclassified as such by the Trustees.

     (f) Excess Shares.  "Excess Shares" shall have the meaning ascribed to such
term in Article X, Section 10.1.

     (g) Independent  Expert.  "Independent  Expert" shall mean a person with no
current or prior  business  or  personal  relationship  with the  Advisor or the
Trustees  and who is  engaged,  to a  substantial  extent,  in the  business  of
rendering opinions regarding the value of assets of the type held by the Trust.

     (h) Independent  Trustees.  "Independent  Trustees" shall mean the Trustees
who (i) are not affiliated, directly or indirectly, with the Advisor, whether by
ownership of,  ownership  interest in,  employment by, any material  business or
professional  relationship  with,  or service as an officer or  director  of the
Advisor, or its Affiliates,  (ii) do not serve as a director or trustee for more
than three other REITs  organized  by the  Sponsor,  and (iii)  perform no other



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services  for the Trust  except  as  Trustees.  For this  purpose,  an  indirect
relationship  shall  include  circumstances  in which a member of the  immediate
family of a Trustee has one of the foregoing  relationships  with the Advisor or
the  Trust;  PROVIDED,  HOWEVER,  that if  Nasdaq,  or the  national  securities
exchange on which any Shares are listed,  adopts rules which mandate a different
definition  of  "independence",  such  definition  shall  apply  in place of the
foregoing.

     (i)  Initial  Investment.  "Initial  Investment"  shall  mean the  $200,000
investment in Shares which the Advisor has made pursuant to Article VI,  Section
6.7 hereof.

     (j) Net  Assets.  "Net  Assets"  shall  mean the Total  Assets of the Trust
(other than intangibles) at cost before deducting depreciation or other non-cash
reserves less total liabilities of the Trust, calculated at least quarterly on a
basis consistently applied.

     (k)  Person.  "Person"  shall mean and include  individuals,  corporations,
limited partnerships,  general partnerships,  limited liability companies, joint
stock companies or associations, joint ventures, companies, trusts, banks, trust
companies,  land trusts,  business  trusts or other entities and governments and
agencies and political subdivisions thereof.

     (l) Preferred Shares.  "Preferred  Shares" shall mean any Shares classified
or reclassified as such by the Trustees.

     (m) Proposals.  "Proposals" shall have the meaning ascribed to such term in
the Recitals.

     (n) Real  Estate  Investment  Trust  ("REIT")  Provisions  of the  Internal
Revenue Code.  "Real Estate  Investment Trust Provisions of the Internal Revenue
Code" shall mean part II, subchapter M, chapter 1 of the Code, as now enacted or
hereafter  amended,   or  successor   statutes,   other  sections  of  the  Code
specifically  applicable  to  REITs  and  regulations  and  rulings  promulgated
thereunder.

     (o) REIT.  "REIT" shall mean a  corporation  or trust which  qualifies as a
real estate investment trust as defined in Sections 856 to 860 of the Code.

     (p) Related AMI.  "Related AMI" shall mean Related AMI Associates,  Inc., a
Delaware corporation.

     (q) Roll-Up.  "Roll-Up" shall mean a transaction involving the acquisition,
merger,  conversion or consolidation  either directly or indirectly of the Trust
and the issuance of Securities of a Roll-Up Entity. Such term does not include:

          (i) a transaction involving Securities of the Trust that have been for
     at least 12  months  listed on a  national  securities  exchange  or traded
     through the National  Association of Securities Dealers Automated Quotation
     National Market System; or

          (ii)  a  transaction   involving   the   conversion  to  corporate  or
     association form of only the Trust if, as a consequence of the transaction,
     there will be no significant adverse change in any of the following:

     (a) Shareholders' voting rights;

     (b) the term and existence of the Trust;

     (c) Sponsor or Advisor compensation;

     (d) the Trust's investment objectives.

     (r) Roll-Up Entity. "Roll-Up Entity" shall mean a partnership,  real estate
investment  trust,  corporation,  trust or other entity that would be created or
would survive after the successful completion of a proposed Roll-Up transaction.



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     (s) Securities.  "Securities" shall mean any instruments  commonly known as
"securities,"  including  stock,  shares,  voting  trust  certificates,   bonds,
debentures,  notes or other  evidences of  indebtedness,  secured or  unsecured,
convertible,  subordinated or otherwise, or any certificates of interest, shares
or participations,  or warrants,  options or rights to subscribe to, purchase or
acquire any of the foregoing.

     (t) Shareholders. "Shareholders" shall mean holders of the Shares.

     (u) Shares.  "Shares" shall mean the beneficial  interests of a Shareholder
in the Trust representing  undivided  beneficial  interests in the assets of the
Trust, which may be evidenced by certificates,  including,  without  limitation,
Common Shares and Preferred Shares.

     (v)  Sponsor.  "Sponsor"  shall  mean any  Person  directly  or  indirectly
instrumental in organizing,  wholly or in part, the Trust or any Person who will
manage or  participate  in the  management of the Trust and any Affiliate of any
such Person,  but does not include (i) any person whose only  relationship  with
the Trust is that of an  independent  asset manager and whose only  compensation
from the Trust is as such,  and (ii) wholly  independent  third  parties such as
attorneys,  accountants and underwriters  whose only compensation from the Trust
is for professional services.

     (w) Total Assets of the Trust.  "Total  Assets of the Trust" shall mean the
value of all assets of the Trust as shown on the books of the Trust.

     (x) Trust.  "Trust"  shall mean the  Massachusetts  business  trust created
pursuant to this Declaration of Trust.

     (y) Trustees.  "Trustees"  shall have the meaning  ascribed to such term in
the heading of this Declaration of Trust and who  collectively  shall constitute
the Board of Trustees of the Trust.

                                   ARTICLE III

                             MEETING OF SHAREHOLDERS

     SECTION 3.1.  ANNUAL  MEETINGS.  Annual  meetings of  Shareholders  for the
election of Trustees and for such other  business as may be stated in the notice
of the meeting shall be held at such place and at such time and date as shall be
determined by or in the manner prescribed by the Bylaws. At each annual meeting,
the  Shareholders  entitled  to vote  shall  elect a Board of  Trustees  and may
transact  such  other  Trust  business  as shall be stated in the  notice of the
meeting.

     SECTION 3.2. OTHER MEETINGS. Meetings of Shareholders for any purpose other
than the  election  of  Trustees  may be held at such time and place as shall be
determined by or in the manner prescribed in the Bylaws.

     SECTION 3.3. VOTING.  Each Shareholder  entitled to vote in accordance with
the terms and  provisions of this  Declaration of Trust shall be entitled to one
vote for each Share held by such  Shareholder in the manner  provided for in the
Bylaws.  All  elections  for Trustees  shall be decided by plurality  vote (at a
meeting  or  without  a  meeting,  provided  that  at  least a  majority  of the
outstanding  Shares  shall  cast a vote  in  such  election).  Unless  otherwise
provided by this Declaration of Trust, all other questions shall be decided by a
majority  of the votes  cast at a  meeting  at which a quorum  is  present  or a
majority of  outstanding  Shares cast,  without a meeting.  Notwithstanding  the
foregoing,  none of the Advisor,  the Trustees nor their Affiliates may vote any
Shares  held by them,  or  consent,  on matters  submitted  to the  Shareholders
regarding:

     (a) the removal of the Advisor, the Trustees or their Affiliates; or

     (b) any  transaction  between the Trust and the  Advisor,  the  Trustees or
their Affiliates.

     Shares held by the Advisor,  the Trustees and their Affiliates shall not be
included in determining the number of outstanding Shares entitled to vote on the
matters  discussed  in (a) and  (b)  above,  nor in the  Shares  actually  voted
thereon.



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     SECTION  3.4.  ACCESS  TO  RECORDS.  Any  Shareholder  and  any  designated
representative  thereof shall be permitted access to all records of the Trust to
the extent required by law or set forth in the Bylaws.

                                   ARTICLE IV

                                    TRUSTEES

     SECTION 4.1. NUMBER, TERM AND QUALIFICATIONS.  The number of Trustees shall
be not less than three (3) nor more than nine (9), as fixed from time to time by
the Board of Trustees or as provided for in the Bylaws, a majority of whom shall
at all  times be  Independent  Trustees  (except  that in the  event  of  death,
resignation  or removal of an  Independent  Trustee,  the  requirement  for such
majority shall not be applicable for a period of sixty (60) days).  The Trustees
shall be elected at the annual meeting of Shareholders. Each Trustee shall serve
a term of one year subject to his successor being elected and qualified.

     SECTION  4.2.  AUTHORITY  OF  TRUSTEES.  Consistent  with  the  duties  and
obligations of, and limitations on, the Trustees as set forth herein,  and under
the laws of the Commonwealth of  Massachusetts,  the Trustees are accountable to
the Shareholders as fiduciaries and are required to perform their duties in good
faith and in a manner each  Trustee  believes to be in the best  interest of the
Trust and its Shareholders,  with such care,  including reasonable inquiry, as a
prudent  person in a like  position  would use under similar  circumstances.  In
addition, the Trustees shall have a fiduciary duty to the Shareholders to review
the relationship of the Trust with the Advisor.

     The  Trustees  shall have full,  absolute  and  exclusive  power,  control,
management  and  authority  over the Trust's  assets and over the  business  and
affairs of the Trust to the same extent as if the Trustees  were the sole owners
thereof in their own right.  The  enumeration of any specific power or authority
herein shall not be construed  as limiting the  aforesaid  power or authority or
any specific power or authority. The Trustees shall have the power to enter into
commitments to make any investment,  purchase or acquisition, or to exercise any
power authorized by this Declaration of Trust or the Bylaws.

     The Trustees may establish  written  policies on investments and borrowings
and shall  monitor the  administrative  procedures,  investment  operations  and
performance  of the  Trust and the  Advisor  to assure  that such  policies  are
carried out.

     SECTION 4.3.  REMOVAL OF  TRUSTEES.  Any one or more of the Trustees may be
removed  as  provided  for in the  Bylaws  or,  with or  without  cause,  by the
affirmative vote of the holders of a majority of the outstanding Shares entitled
to vote, subject to the provisions of Article III, Section 3.3 hereof.

     SECTION 4.4.  NEWLY  CREATED  TRUSTEESHIPS  AND  VACANCIES.  Newly  created
trusteeships  resulting  from an increase in the number of Trustees or vacancies
occurring in the Board of Trustees for any reason except the removal of Trustees
by  Shareholders  shall be  filled in the  manner  provided  for in the  Bylaws.
Vacancies occurring as a result of the removal of Trustees by Shareholders shall
be filled by the Shareholders.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1.  OFFICERS.  The Board of Trustees may appoint  Officers of the
Trust in accordance with the terms of the Bylaws.

                                   ARTICLE VI

                                     ADVISOR

     SECTION 6.1.  EMPLOYMENT OF ADVISOR.  The Board of Trustees is  responsible
for the  general  policies  of the Trust and for such  general  supervision  and
management  of the business of the Trust as may be necessary to insure that such
business conforms to the provisions of this Declaration of Trust and the Bylaws.



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However,  the Board of Trustees and officers shall not be required personally to
conduct  all the  business  of the  Trust and  consistent  with  their  ultimate
responsibility as stated above and the Bylaws,  the Board of Trustees shall have
the power to appoint,  employ or contract with any Person (including one or more
of the directors or officers or any corporation,  partnership, or trust in which
one  or  more  of  the  Trustees  or  officers  may  be   directors,   officers,
stockholders,  partners or trustees) as the Board of Trustees may deem necessary
or  proper  for the  transaction  of the  business  of the  Trust.  The Board of
Trustees,  upon approval by a majority of the Trustees  (including a majority of
the Independent  Trustees),  shall initially employ Related AMI (herein referred
to as the  "Advisor")  to advise the Trust,  in respect of the  acquisition  and
disposition of investments by the Trust,  and to supervise  other aspects of the
business of the Trust, and the Trust may grant or delegate such authority to the
Advisor as the Board of Trustees may in its sole  discretion  deem  necessary or
desirable  without  regard to whether  such  authority  is  normally  granted or
delegated by the Board of Trustees,  including, without limitation, the power to
delegate to the Advisor the  authority  (i) to cause the Trust to enter into, or
dispose of, investments (not involving Affiliates of the Advisor, a Trustee, the
Sponsor  or  Affiliates  thereof  unless  expressly  permitted  by the  Board of
Trustees)  and (ii) to defer  any fees due to it under the  Advisory  Agreement,
without the approval of the Board of Trustees.  The Board of Trustees  may, upon
approval by a majority of the Trustees  (including a majority of the Independent
Trustees),  employ,  or contract  with any other Person to serve as the Advisor,
with the same rights, powers and limitations described herein in substitution of
Related AMI.

     The Board of Trustees  (subject to the provisions of the Bylaws) shall have
the power to determine the terms of any agreement with, and compensation of, the
Advisor or any other Person whom they may employ or with whom they may contract;
provided,  however,  that any decision to employ or contract with any Trustee or
any  Person of which a Trustee  is an  Affiliate,  shall be valid  only if made,
approved,  or ratified by a majority of the  Trustees  (including  a majority of
Independent Trustees) not otherwise interested in such transaction as being fair
and  reasonable to the Trust and on terms and  conditions  not less favorable to
the Trust than those  available from  unaffiliated  third parties.  The Board of
Trustees may exercise broad discretion in allowing the Advisor to administer and
regulate the operations of the Trust,  to act as agent for the Trust, to execute
documents on behalf of the Board of Trustees,  and to make  executive  decisions
which  conform  to  the  general  policies  and  general  principles  previously
established by the Board of Trustees.

     SECTION 6.2. OTHER ACTIVITIES OF ADVISOR. The Advisor shall not be required
to administer the  investment  activities of the Trust as its sole and exclusive
function.  The Advisor may have other business interests and may engage in other
activities similar or in addition to those relating to the Trust,  including the
rendering  of services  and advice to other  Persons  (including  REITS) and the
management of other  investments  (including  investments of the Advisor and its
Affiliates).  The Board of  Trustees  may request the Advisor to engage in other
activities  which  complement the Trust's  investments  and to provide  services
requested by the  borrowers or  prospective  borrowers  from the Trust,  and the
Advisor may receive compensation or commissions therefor from the Trust or other
Persons.

     The Advisor shall seek out and present to the Trust whether through its own
efforts,  or those of third  parties  retained by it,  investment  opportunities
consistent  with the  investment  policies and  objectives of the Trust and such
investment  policies as the  Trustees  may adopt from time to time.  The Advisor
shall be obligated to present an investment opportunity to the Trust if (i) such
opportunity  is of a  character  which  could be taken by the  Trust,  (ii) such
opportunity is compatible  with the Trust's  investment  objectives and policies
and (iii)  the  Trust has the  financial  resources  to take  advantage  of such
opportunity  before the Advisor may take advantage of such  opportunity  for its
own account or present or  recommend  it to others.  Subject to the  limitations
contained in this  Paragraph,  the Advisor  shall be protected in taking for its
own  account  or  recommending   to  others  any  such   particular   investment
opportunity.

     SECTION 6.3. INITIAL INVESTMENT BY AFFILIATES OF THE ADVISOR.  Prior to the
initial public offering of Shares  pursuant to the Prospectus,  the Advisor made
an Initial  Investment  of  $200,000  in the Trust by  acquiring  10,000  Common
Shares.  The Advisor may only sell Common  Shares  represented  by this  Initial
Investment through the market on which the Common Shares are normally traded.



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                                   ARTICLE VII

                           THE SHARES AND SHAREHOLDERS

     SECTION 7.1. SHARES.

     (a)  AUTHORIZATION OF SHARES.  The Trust is authorized to sell and issue as
many Shares  (including  fractional  shares) as the Trustees shall  determine in
their sole discretion.  A majority of the Trustees,  including a majority of the
Independent  Trustees,  are authorized to determine from time to time the number
of such authorized Shares that will be sold and issued to the public or others.

     The Shares  may be issued  for such  consideration  as the  Trustees  shall
determine, including upon the conversion of convertible debt, or by way of share
dividend or share split in the  discretion of the Trustees.  Except as otherwise
provided  herein,  all Shares shall have equal voting,  dividend,  distribution,
liquidation,  redemption and other rights. Shares reacquired by the Trust may be
canceled  by  action  of the  Trustees.  All  Shares  shall  be  fully  paid and
non-assessable  by or on behalf of the Trust upon receipt of full  consideration
for which they have been issued or without additional consideration if issued by
way of share dividend,  share split, or upon the conversion of convertible debt.
Unless  otherwise  permitted by the  Trustees,  the Shares shall not entitle the
holder to preference,  preemptive,  appraisal, conversion, or exchange rights of
any kind.

     (b) COMMON  SHARES.  Each Common Share shall entitle the holder  thereof to
one vote. The Trustees may  reclassify  any unissued  Common Shares from time to
time in one or more classes or series of beneficial interests.

     (c) PREFERRED SHARES. Preferred Shares shall not entitle the holder thereof
to vote unless the Trustees, in their sole discretion, determine to grant voting
rights to holders of  Preferred  Shares.  The Trustees may classify any unissued
Preferred Shares and reclassify any previously classified but unissued Preferred
Shares of any  series  from time to time,  in one or more  series of  beneficial
interests in the Trust.

     (d) CLASSIFIED OR RECLASSIFIED  SHARES.  Prior to issuance of classified or
reclassified  Shares of any class or series,  the Trustees by resolution  shall:
(a) designate  that class or series to distinguish it from all other classes and
series of Shares of the Trust;  (b)  specify the number of Shares to be included
in the class or series;  and (c) set or change,  subject to the express terms of
any  class or  series of  Shares  of the  Trust  outstanding  at the  time,  the
preferences,   conversion  or  other  rights,   voting   powers,   restrictions,
limitations as to dividends or other distributions, qualifications and terms and
conditions of redemption for each class or series.

     (e) TRUST AGREEMENT AND BYLAWS. All Persons who shall acquire Shares in the
Trust shall acquire the same subject to the  provisions of this  Declaration  of
Trust and the  Bylaws  and shall be bound by the  terms and  provisions  of this
Declaration of Trust and the Bylaws.

     SECTION  7.2.   SHAREHOLDERS'   DISCLOSURES;   REDEMPTION  OF  SHARES.  The
Shareholders shall upon demand disclose to the Trust in writing such information
with  respect to direct  and  indirect  ownership  of the Shares as the Board of
Trustees  deems  necessary  to comply  with the  provisions  of the Code and the
regulations  thereunder or to comply with the  requirements  of any other taxing
authority,  including the provisions relating to qualification of the Trust as a
REIT.  If the Board of Trustees  shall at any time be of the opinion that direct
or indirect  ownership of Shares of the Trust has or may become  concentrated to
an extent which would prevent the Trust from qualifying as a REIT under the Real
Estate  Investment  Trust  Provisions of the Code, and whether or not any Shares
are or may become  Excess  Shares under  Article X, the Board of Trustees  shall
have the power by lot or other  means  deemed  equitable  by them to prevent the
transfer  of Shares of the Trust  and/or  call for  redemption  a number of such
Shares  sufficient  in the opinion of the Board of Trustees to maintain or bring
the direct or indirect ownership of Shares of the Trust into conformity with the
requirements for REITs. The redemption price shall be (i) the last reported sale
price of the Shares on the last business day prior to the redemption date on the
principal  national  securities  exchange  on which  the  Shares  are  listed or
admitted  to  trading,  or (ii) if the Shares are not so listed or  admitted  to
trading,  the average of the highest  bid and lowest  asked  prices on such last
business  day as reported by the National  Quotation  Bureau  Incorporated,  the
NASDAQ National Quotation System or a similar organization selected by the Trust
for such purpose,  or (iii) if not  determinable as aforesaid,  as determined in
good  faith by the  Board  of  Trustees.  From and  after  the  date  fixed  for



                                       7
<PAGE>



redemption  by the Board of  Trustees,  the  holder of any  Shares so called for
redemption shall cease to be entitled to dividends, distributions, voting rights
and other benefits with respect to such Shares,  except for the right to payment
of the redemption price fixed as aforesaid. For the purpose of this Section 7.2,
the term "ownership" of Shares shall be determined as provided in Section 544 of
the Code or any successor provision.

     SECTION 7.3. RIGHT TO REFUSE TO TRANSFER  SHARES.  Whenever it is deemed by
them to be  reasonably  necessary  to protect  the tax status of the Trust,  the
Board of Trustees may require a statement or affidavit from each  Shareholder or
proposed  transferee of Shares  setting forth the number of Shares already owned
by him and any related person  specified in the form  prescribed by the Board of
Trustees for that  purpose.  If, in the opinion of the Board of Trustees,  which
shall be conclusive,  any proposed  transfer would  jeopardize the status of the
Trust as a REIT  under  the  Real  Estate  Investment  Trust  Provisions  of the
Internal Revenue Code, whether or not any Shares are or may become Excess Shares
under Article X, the Trustees may refuse to permit such transfer.  Any attempted
transfer for which the Trustees have refused their  permission shall be void and
of no effect to transfer  any legal or  beneficial  interest in the Shares.  All
contracts  for the sale or other  transfer  of Shares  shall be  subject to this
provision.

     SECTION 7.4. LEGAL OWNERSHIP OF ASSETS OF THE TRUST. The legal ownership of
the assets of the Trust and the right to conduct  the  business of the Trust are
vested exclusively in the Trustees,  and the Shareholders shall have no interest
therein other than  beneficial  interest in the Trust  conferred by their Shares
issued hereunder and they shall have no right to compel any partition, division,
dividend or distribution of the Trust or any of the assets of the Trust.

     SECTION 7.5. SHARES DEEMED PERSONAL PROPERTY.  The Shares shall be personal
property and shall confer upon the holders  thereof only the interest and rights
specifically set forth in this  Declaration of Trust.  The death,  insolvency or
incapacity of a Shareholder  shall not dissolve or terminate the Trust or affect
its continuity nor give his legal representative any rights whatsoever,  whether
against or in respect of other  Shareholders,  the Trustees or the assets of the
Trust or otherwise.

     SECTION  7.6.  SHAREHOLDERS  RECORD  DATE.  In  order  that the  Trust  may
determine  the  Shareholders  entitled to notice of or to vote at any meeting of
Shareholders or any adjournment  thereof,  or to express consent to Trust action
in writing without a meeting,  or entitled to receive payment of any dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other lawful action, the Board of Trustees may fix, in advance, a
record  date,  which  shall not be more than sixty nor less than ten days before
the date of such meeting or other action.  A  determination  of  Shareholders of
record entitled to notice of or to vote at a meeting of Shareholders shall apply
to any adjournment of the meeting; provided, however, that the Board of Trustees
may fix a new record date for the adjourned meeting.

     SECTION 7.7.  DIVIDENDS.  Subject to the provisions of this  Declaration of
Trust,  the Board of Trustees  may,  out of funds  legally  available  therefor,
declare dividends, including deficiency dividends, if necessary, upon the Shares
of the Trust as and when it deems  expedient.  Before  declaring  any  dividends
there may be set apart out of any funds of the Trust  available  for  dividends,
such sum or sums as the Board of Trustees,  from time to time in its discretion,
deems proper for working capital or as a reserve fund to meet  contingencies  or
for  equalizing  dividends or for such other purposes as the Trustees shall deem
conducive  to the  interests  of the Trust.  The Board of Trustees may declare a
consent dividend as long as the form of the actual and consent dividends for the
taxable year do not constitute a preferential distribution.

                                  ARTICLE VIII

                               DURATION, AMENDMENT
                            AND TERMINATION PROCEDURE

     SECTION 8.1. DURATION OF TRUST. Until the Trust terminates or is terminated
as provided in Section 8.3 below,  the Trust shall  continue in such manner that
the  Trustees  shall have all the powers and  discretion,  express and  implied,
conferred upon them by law or by this Declaration of Trust.

     SECTION 8.2. AMENDMENT PROCEDURE.  This Declaration of Trust may be amended
by a majority of the Trustees, including a majority of the Independent Trustees,
with the  approval  of the  holders  of a  majority  of the  outstanding  Shares



                                       8
<PAGE>



entitled  to  vote,  except  that  the  amendment  of  the  provision  regarding
super-majority   Shareholder   approval   of  certain   conversion   ("roll-up")
transactions  requires  the vote of the holders of eighty  percent  (80%) of the
outstanding Shares.  Notwithstanding the foregoing,  a majority of the Trustees,
including a majority of the  Independent  Trustees,  are  authorized to alter or
repeal any provision of this  Declaration  of Trust,  without the consent of the
Shareholders,  (i) to the  minimum  extent  necessary,  based on an  opinion  of
counsel,  to comply with the  requirements  of the  provisions  of the  Internal
Revenue Code applicable to REITS,  the regulations  issued  thereunder,  and any
ruling on or  interpretation  of the Internal  Revenue  Code or the  regulations
thereunder,  (ii) to delete or add any  provision of this  Declaration  of Trust
required to be so deleted or added by the staff of the  Securities  and Exchange
Commission or a state "blue sky"  commissioner or such similar  official,  which
addition or deletion  is deemed by such  commissioner  or official to be for the
benefit or protection of  Shareholders,  or (iii) to clarify any  ambiguities or
correct any inconsistencies.

     SECTION  8.3.   TERMINATION   OF  TRUST.   (a)  The  Trust  shall  continue
perpetually,  unless earlier  terminated at any time by the affirmative  vote of
holders of a majority of the outstanding Shares entitled to vote thereon and the
affirmative  vote of a majority of the  Trustees.  Upon the  termination  of the
Trust:

          (i) The Trust  shall  carry on no  business  except for the purpose of
     winding up its affairs.

          (ii) The  Trustees  shall  proceed to wind up the affairs of the Trust
     and all of the powers of the Trustees under this Declaration of Trust shall
     continue until the affairs of the Trust shall have been wound up, including
     the power to fulfill or discharge the  contracts of the Trust,  collect its
     assets, sell, convey,  assign,  exchange,  transfer or otherwise dispose of
     all or any part of the remaining assets of the Trust to one or more Persons
     at public or private sale for  consideration  which may consist in whole or
     in part of cash, Securities or other property of any kind, discharge or pay
     its  liabilities,  and do all  other  acts  appropriate  to  liquidate  its
     business.

          (iii)  After  paying or  adequately  providing  for the payment of all
     liabilities, and upon receipt of such releases,  indemnities, and refunding
     agreements as they deem necessary for their protection,  the Trustees shall
     convert, to the extent possible, the remaining assets of the Trust to cash,
     and shall  distribute such cash among the  Shareholders  according to their
     respective rights.

     (b) After  termination of the Trust and distribution to the Shareholders as
herein  provided,  the Trustees shall execute and lodge among the records of the
Trust an instrument in writing setting forth the facts of such termination,  and
the Trustees  shall  thereupon be discharged  from all further  liabilities  and
duties  hereunder,  and the  rights  and  interests  of all  Shareholders  shall
thereupon cease.

                                   ARTICLE IX

                                 EXCULPATION AND
                        INDEMNIFICATION AND OTHER MATTERS

     SECTION 9.1. LIMITATION OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OFFICERS
WHO ARE PERFORMING  SERVICES ON BEHALF OF THE TRUST.  The Trustees and officers,
in incurring any debts, liabilities or obligations, or in taking or omitting any
other  actions for or in  connection  with the Trust are, and shall be deemed to
be, acting as Trustees or officers of the Trust and not in their own  individual
capacities.  No Trustee or officer shall, nor shall any Shareholders,  be liable
for any debt, claim, demand,  judgment,  decree,  liability or obligation of any
kind of,  against or with respect to the Trust,  arising out of any action taken
or omitted  for or on behalf of the Trust and the Trust  shall be solely  liable
therefor  and  resort  shall be had  solely  to the  assets of the Trust for the
payment or performance  thereof. The Shareholders shall not be personally liable
on  account  of  any  contractual  obligation  undertaken  by  the  Trust.  Each
Shareholder  shall be entitled to pro rata  indemnity  from the Trust estate if,
contrary to the provision  hereof,  such  Shareholder  shall be held to any such
personal liability.  All contracts to which the Trust is a party shall include a
provision that the Shareholders shall not be personally liable on such contract.

     SECTION  9.2.  INDEMNIFICATION.  (a) Subject to any  limitations  contained
herein,  the Trust shall indemnify and hold harmless the Trustees,  the Advisor,
and their Affiliates who are performing  services on behalf of the Trust (all of
the foregoing being referred to as "Indemnified Parties" and each being referred



                                       9
<PAGE>



to as an  "Indemnified  Party")  against  any and all losses,  claims,  demands,
costs,  damages,  liabilities,   joint  and  several,  expenses  of  any  nature
(including  attorneys'  fees and  disbursements),  and  other  amounts  paid and
reasonably incurred by them in connection with or by reason of any act performed
or omitted to be performed by them in connection  with the operation or business
of the Trust, provided, that, (i) the Trustee or Advisor has determined, in good
faith,  that the course of conduct which caused the loss or liability was in the
best  interests of the Trust,  (ii) such liability or loss was not the result of
negligence  or misconduct  on the part of the  Indemnified  Party and (iii) such
indemnification  or agreement to be held harmless is recoverable only out of the
assets of the Trust and not from the Shareholders.

     The Trust shall not  indemnify  the  Indemnified  Parties for any liability
imposed by judgment, and costs associated therewith,  including attorneys' fees,
arising  from  or out of a  violation  of  state  or  federal  securities  laws.
Notwithstanding  anything to the contrary in the preceding paragraph,  the Trust
may indemnify the Indemnified  Parties for  settlements and related  expenses of
lawsuits  alleging  securities  law  violations,  and for  expenses  incurred in
successfully  defending such lawsuits,  only if: (a) a court either (i) approves
the  settlement  and finds that  indemnification  of the  settlement and related
costs should be made, or (ii) approves  indemnification  of litigation  costs if
there has been a  successful  defense,  or (b) there has been a  dismissal  with
prejudice   on  the  merits   (without  a   settlement).   Any  person   seeking
indemnification  shall  apprise  the  court  of the  published  position  of the
Securities and Exchange  Commission,  the Missouri  Securities  Division and the
Tennessee Securities Division with respect to indemnification for securities law
violations, before seeking court approval for indemnification.

     (b) The indemnification provided by the provisions of this Article IX shall
continue for the period of time of service or for any matter  arising out of the
term of service as to an Indemnified Party and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     (c) The Trust shall have the power to purchase  and  maintain  insurance on
behalf of any person who is or was an Indemnified Party who performs services on
behalf  of the  Trust or is or was  serving  at the  request  of the  Trust as a
director,   trustee,   officer,   employee  or  agent  of  another  corporation,
partnership,  joint venture, trust or other enterprise in which the Trust has an
interest against any liability asserted against him or it and incurred by him or
it in any such capacity,  or arising out of his or its status as such; provided,
however,  that the Trust  shall not  incur the cost of any  liability  insurance
which insures an Indemnified  Party who performs services on behalf of the Trust
or is or was  serving  at the  request  of the  Trust  as a  director,  trustee,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise in which the Trust has an interest  against  liability
for which he or it could not be indemnified under this Article IX.

     (d) In the event a particular state holds a Shareholder  personally  liable
for claims  against the Trust (such as tort  claims,  contract  claims where the
underlying agreement does not specifically exclude Shareholder liability, claims
for taxes and certain statutory  liability),  the Shareholder will, upon payment
of any such liability,  and in the absence of willful misconduct on his part, be
entitled to  reimbursement  from the general assets of the Trust,  to the extent
such assets are sufficient to satisfy the claim.

     (e) The provision of advances from the Trust to the Indemnified Parties for
legal  expenses  and  other  costs  incurred  as a result  of a legal  action is
permissible only if the following three conditions are satisfied:

          (i) the legal action relates to the  performance of duties or services
     by the Indemnified Party on behalf of the Trust;

          (ii) the  legal  action  is  initiated  by a third  party who is not a
     Shareholder; and

          (iii) the Indemnified  Party undertakes to repay the advanced funds to
     the Trust in cases in which such Indemnified Party would not be entitled to
     indemnification hereunder.

     SECTION 9.3. RIGHT OF TRUSTEES AND OFFICERS TO OWN SHARES OR OTHER PROPERTY
AND TO ENGAGE IN OTHER  BUSINESS.  Except as  provided  for in this  Declaration
Trust and the Bylaws, any Trustee or officer may acquire,  own, hold and dispose
of Shares in the Trust, for his individual account,  and may exercise all rights
of a  Shareholder  to the same extent and in the same manner as if he were not a
Trustee or officer.  Subject to the  provisions  of the  Bylaws,  any Trustee or
officer may have personal business interests and may engage in personal business
activities,   which  interests  and  activities  may  include  the  acquisition,
syndication,  holding, management, operation or disposition, for his own account
or for the account of others,  of interests in real property or Persons  engaged



                                       10
<PAGE>



in the real estate  business,  even if the same directly compete with the actual
business being conducted by the Trust;  provided such interests or activities do
not have a material adverse effect on the business of the Trust.  Subject to the
provisions  of the Bylaws,  any Trustee or officer may be interested as trustee,
officer,  director,  stockholder,  partner,  member,  advisor  or  employee,  or
otherwise have a direct or indirect interest in any Person who may be engaged to
render advice or services to the Trust, and may receive  compensation  from such
Person as well as compensation as Trustee, officer or otherwise hereunder and no
such  activities  shall be deemed to  conflict  with his  duties  and  powers as
Trustee or officer.  Notwithstanding  anything to the contrary contained in this
Section 9.3,  Independent  Trustees shall at all times limit their activities so
that they at all times  satisfy the  definition of  Independent  Trustees as set
forth in Article II, Section 2.1 hereof.

                                    ARTICLE X

                                  EXCESS SHARES

     SECTION 10.1.  EXCESS SHARES.  (a)If,  at any time, a Person (as defined in
(c) below only for  purposes of this  Article X) shall be or become an Owner (as
defined  in (c)  below)  of  Shares  of the  Trust  in  excess  of  9.8%  of the
outstanding  Shares  entitled to vote (the  "Limit"),  those Shares of the Trust
most  recently  acquired  by such  Person  which  are in  excess  of the  Limit,
including  for this purpose  Shares  deemed  owned  through  attribution,  shall
constitute   "Excess   Shares."   Excess   Shares   shall  have  the   following
characteristics:

          (i) holders of Excess  Shares  shall not be  entitled to exercise  any
     voting rights with respect to such Excess Shares;

          (ii)  Excess  Shares  shall not be deemed  to be  outstanding  for the
     purpose  of  determining  a quorum at the  annual  meeting  or any  special
     meeting of Shareholders or for determining the number of outstanding Shares
     for  purposes of  determining  a "majority  of the  outstanding  Shares" in
     connection with a Shareholders' vote without a meeting;

          (iii) any  dividends  or other  distributions  with  respect to Excess
     Shares  which  would  have been  payable  in respect of Shares had they not
     constituted "Excess Shares" shall be accumulated by the Trust and deposited
     in a savings account in a New York bank (which may be the Trust's  dividend
     disbursing  agent) for the  benefit  of,  and be payable  to, the holder or
     holders of such Shares at such time as such Excess Shares shall cease to be
     Excess Shares; and

          (iv) Excess  Shares  shall be deemed to have been  offered for sale to
     the Trust or its  designee at their fair  market  value for a period of one
     hundred twenty (120) days from the date of (A) the transfer of Shares which
     made the Shares Excess Shares if the Trust has actual  knowledge  that such
     transfer  creates  Excess  Shares or (B) if such  transfer is not  actually
     known to the Trust,  the  determination  by the  Trustees  in good faith by
     resolution  duly adopted that a transfer  creating  Excess Shares has taken
     place (the "Offer Period"). Fair market value shall be determined as of the
     date of (A) or (B)  above,  and  shall be the price as  determined  in good
     faith by the Trustees, provided, however, (1) if the Shares are listed on a
     national stock  exchange,  the fair market value shall be the closing price
     on that national stock  exchange,  or (2) if the Shares are not listed on a
     national  stock  exchange  but publicly  quoted on the  National  Quotation
     Bureau  Incorporated's  "pink  sheets"  or the  NASDAQ  National  Quotation
     System,  then the fair  market  value shall be the closing bid price on the
     applicable system.

     The Trust may  accept  the  deemed  offer for  Excess  Shares by mailing by
registered mail (return receipt requested) a written notice to the record holder
of Excess Shares at the address  appearing on the Trust's stock transfer records
stating the Trust's acceptance of the offer within the Offer Period. Payment for
Excess Shares shall be made by the Trust by check, subject to collection, within
30 days after  acknowledgment of receipt of the  above-described  notice.  After
notice has been sent,  Excess  Shares  shall have no further  rights  beyond the
right to receive payment pursuant to this Paragraph.

     (b)  Each  Person  who  becomes  the  Owner of  Excess  Shares  is  obliged
immediately to give or cause to be given written notice thereof to the Trust and
to give to the Trust such other information as the Trust may reasonably  require
of such  Person  (i) with  respect  to  identifying  all  Owners  and  amount of
Ownership of its  outstanding  Shares held  directly or by  attribution  by such
Person,  and (ii) such other  information  as may be necessary to determine  the
Trust's status under the Code.



                                       11
<PAGE>



     (c) For the purpose of determination to be made under this Article,

          (i) A Person  shall be  considered  to "Own," be the  "Owner"  or have
     "Ownership" of Shares if he is treated as owner of such Shares for purposes
     of  part  11,  subchapter  M of the  Code,  including  the  attribution  of
     ownership provisions of Sections 542 and 544 of the Code, or if such Person
     would have beneficial  ownership of such Shares as defined under Rule 13d-3
     of the  Securities  Exchange Act of 1934, as amended (the "Act") (all as in
     effect on the date of the formation of the Trust);

          (ii)  "Person"  includes  an  individual,  corporation,   partnership,
     estate,  trust,  association,  joint stock company or other entity and also
     includes a group as that term is used for  purposes of Section  13(d)(3) of
     the Act (as in effect on the date of the formation of the Trust); and

          (iii) In the case of an  ambiguity  in the  application  of any of the
     provisions  of (i) and (ii)  above,  the  Trustees  shall have the power to
     determine  for the purposes of this  Article X on the basis of  information
     known to them (A) whether any person  owns  Shares,  (B) whether any two or
     more individuals, corporations, partnerships, estates, trusts, associations
     or joint stock  companies or other  entities  constitute a Person,  and (C)
     whether any of the entities of (B) above constitute a group.

     (d) If any  provision  of this  Article  X or any  application  of any such
provision  is  determined  to be invalid by any  federal or state  court  having
jurisdiction over the issues, the validity of the remaining provisions shall not
be affected.

     (e) Nothing  contained in this  Article X shall limit the  authority of the
Trustees  to take such  other  action as they deem  necessary  or  advisable  to
protect the Trust and the interests of its  Shareholders  by preservation of the
Trust's status as a REIT under the Code,  including,  without limitation,  those
provided in Sections 7.4 and 7.5 of Article VII.

     (f) All references in this Declaration of Trust to the vote of Shares shall
be deemed to include all Shares other than Excess Shares.

     (g) Excess Shares shall be deemed to be of a class  separate from the class
of Shares of beneficial  interest  provided in Article VII,  Section 7.1 hereof,
and upon any such Share of  beneficial  interest  becoming an Excess  Share,  it
shall be deemed to have been automatically  converted into a Share of such class
of Excess Shares; and upon a share ceasing to be held by a person in whose hands
it is no longer deemed to be an Excess Share, such share shall be deemed to have
been  automatically  converted  into a share of class of  Shares  of  beneficial
interest described in Article VII, Section 7.1 hereof.

                                   ARTICLE XI

                             CONVERSION TRANSACTIONS

     SECTION 11.1.  APPROVAL OF  CONVERSION  TRANSACTIONS.  Notwithstanding  any
provision  to the  contrary  in this  Declaration  of Trust,  and subject to the
restrictions on Roll-Ups described in Article VIII, Section 8.2 and Article XII,
Section 12.3 below,  the approval of the holders of eighty  percent (80%) of the
Shares and the unanimous approval of the Independent  Trustees shall be required
for any exchange offer, merger,  consolidation or similar transaction  involving
the Trust in which the  Shareholders  receive  Securities in a surviving  entity
having substantially longer duration, materially different investment objectives
and policies,  or a management  compensation  structure  that is  anticipated to
provide  significantly greater management  compensation,  from that described in
the  Consent  Statement,  except for any such  transaction  affected  because of
changes in  applicable  law, or to  preserve  tax  advantages  for a majority in
interest of the Shareholders.

                                   ARTICLE XII

                                    ROLL-UPS

     SECTION 12.1.  APPRAISALS.  An appraisal of all the Trust's assets shall be
obtained  from a  competent  Independent  Expert in  connection  with a proposed
Roll-Up.



                                       12
<PAGE>



     If the  appraisal  will be  included  in a  prospectus  used to  offer  the
Securities of a Roll-Up Entity, the appraisal shall be filed with the Securities
and  Exchange  Commission  and the  states  as an  exhibit  to the  registration
statement  for the offering of the Roll-Up  Entity's  Shares.  The issuer of the
Roll-Up  Entity's  Shares shall be subject to liability for violation of Section
11 of the Securities Act of 1933 and comparable  provisions under state laws for
any material misrepresentations or material omissions in the appraisal.

     The Trust's assets shall be appraised on a consistent  basis. The appraisal
shall:

     (a) be based on an evaluation of all relevant information;

     (b) indicate the value of the Trust's assets as of a date immediately prior
to the announcement of the proposed Roll-Up; and

     (c) assume an orderly  liquidation  of the  Trust's  assets over a 12-month
period.

     The terms of the engagement of the  Independent  Expert shall clearly state
that the  engagement  is for the  benefit of the Trust and its  Shareholders.  A
summary of the appraisal  shall be included in a report to the  Shareholders  in
connection with the proposed Roll-Up.

     SECTION 12.2.  SHAREHOLDER OPTIONS. The person sponsoring the Roll-Up shall
offer to Shareholders who vote "no" on the proposed Roll-Up the choice of:

     (a) accepting the  Securities of the Roll-Up Entity offered in the proposed
Roll-Up; or

     (b) one of the following choices:

          (i)  remaining  as  Shareholders  of the  Trust and  preserving  their
     interests  therein on the same terms and conditions as existed  previously;
     or

          (ii) receiving cash in an amount equal to the  Shareholders'  pro rata
     share of the appraised value of the Net Assets of the Trust.

     SECTION 12.3. RESTRICTIONS. The Trust shall not participate in any proposed
Roll-Up which would:

     (a) result in  Shareholders  having  voting rights that are less than those
provided in this Declaration of Trust;

     (b) result in the  Shareholders  having rights to receive  reports that are
less than those provided in the Declaration of Trust or the Bylaws;

     (c)  include  provisions  which  would  operate  to  materially  impede  or
frustrate the  accumulation  of shares by any purchaser of the Securities of the
Roll-Up  Entity  (except to the minimum  extent  necessary  to preserve  the tax
status of the Roll-Up Entity);

     (d) limit the ability of an investor to exercise  the voting  rights of its
Securities  in the  Roll-Up  Entity  on the basis of the  number of the  Trust's
Shares held by that investor;

     (e) result in investors in the Roll-Up  Entity  having  rights of access to
the  records of the  Roll-Up  Entity  that are less than those  provided  in the
Bylaws; or

     (f) place the cost of the  transaction  on the Trust if the  Roll-Up is not
approved by the Shareholders; provided, however, that nothing shall be construed
to  prevent  participation  in  any  proposed  Roll-Up  which  would  result  in
Shareholders  having  rights  and  restrictions  comparable  to those  contained
herein.



                                       13
<PAGE>



                                  ARTICLE XIII

                                  MISCELLANEOUS

     SECTION 13.1.  SUCCESSORS IN INTEREST.  This  Declaration of Trust shall be
binding  upon and inure to the  benefit of the  undersigned  Trustees  and their
successors,  assigns, heirs,  distributees and legal representatives,  and every
Shareholder  and  his  successors,   assigns,  heirs,   distributees  and  legal
representatives.

     SECTION 13.2. INSPECTION OF RECORDS.  Inspection of books and records shall
be  permitted  to  the  same  extent  as  permitted   under  law  applicable  to
shareholders of a corporation  organized in the  Commonwealth of  Massachusetts,
unless broader inspection rights have been granted to the Shareholders  pursuant
to the terms of the Bylaws, in which event the Shareholders shall be entitled to
such broader inspection rights.

     SECTION 13.3.  SEVERABILITY.  If any provision of this Declaration of Trust
shall be held invalid or unenforceable in any  jurisdiction,  such invalidity or
unenforceability  shall  attach only to such  jurisdiction  and shall not in any
manner affect or render  invalid or  unenforceable  such  provision in any other
jurisdiction  or any  other  provision  of  this  Declaration  of  Trust  in any
jurisdiction.

     SECTION 13.4.  APPLICABLE LAW. This Declaration of Trust has been executed,
acknowledged  and delivered by the Trustees  with  reference to the statutes and
laws of the Commonwealth of Massachusetts, and the rights of all parties and the
construction  and  effect of every  provision  hereof  shall be  subject  to and
construed   according  to  the  statutes  and  laws  of  said   Commonwealth  of
Massachusetts.



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<PAGE>



     IN  WITNESS  WHEREOF,   the  undersigned   Trustees  of  AMERICAN  MORTGAGE
ACCEPTANCE COMPANY,  have signed this Third Amended and Restated  Declaration of
Trust as Trustees as of June 8, 2005,  which date is the effective  date of this
Third Amended and Restated Declaration of Trust.

                                         /s/ Stuart J. Boesky
                                         --------------------
                                         Stuart J. Boesky

                                         /s/ Alan P. Hirmes
                                         ------------------
                                         Alan P. Hirmes

                                         /s/ Scott M. Mannes
                                         -------------------
                                         Scott M. Mannes

                                         /s/ Stanley R. Perla
                                         --------------------
                                         Stanley R. Perla

                                         /s/ Richard M. Rosan
                                         --------------------
                                         Richard M. Rosan



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