UNITED STATES OF AMERICA
                                STATE OF INDIANA
                          CITY OF INDIANAPOLIS, INDIANA
                        Multifamily Housing Revenue Bonds
                     (Falcon Creek Place Apartments Project)
                                   Series 1998

Number: R-1
Dated Date: September 14, 1998
Maturity Date: August 31, 2038
Registered Owner: Charter Municipal Mortgage Acceptance Company
Principal Amount: $6,144,600
Interest Rate: From the Dated Date to and including August 31, 2000 at the rate
               of 7.00% per annum, and thereafter at the rate of 7.25% per annum

           The City of Indianapolis, Indiana (the "Issuer"), a municipal
corporation and political subdivision of the State of Indiana (the "State"),
created and existing under and by virtue of the laws of the State, hereby
acknowledges itself indebted and for value received promises to pay to the
registered owner hereof stated above, or registered assigns, at the maturity
date stated above, but only from the sources and as hereinafter provided, upon
presentation and surrender of this Bond at the principal office of Norwest
Bank Indiana, N.A. in Fort Wayne, Indiana or its successor as trustee (the
"Trustee"), under the Indenture (described below), the principal amount stated
above, and to pay interest on said principal amount at the interest rate set
forth above, from and including the dated date hereof until the principal amount
shall have been paid in accordance with the terms of this Bond and the
Indenture, as and when set forth below, but only from the sources and as
hereinafter provided, by wire transfer if there be one Owner of all of the Bonds
or otherwise by check or draft mailed to the record Owners of Bonds as the same
appear upon the books of registry to be maintained by the Trustee, as registrar.

           This Bond is one of a series of bonds (the "Bonds") issued pursuant
to, and is subject to, the Trust Indenture dated as of September 1, 1998 between
the Issuer and the Trustee (as amended and supplemented from time to time, the
"Indenture"), and Article 7, Chapters 11.9 and 12 of Title 36 of the Indiana
Code, as amended (the "Act"). Reference is made to the Indenture and the Act for
a full statement of their respective terms. Capitalized terms used herein and
not otherwise defined herein have the respective meanings accorded such terms in
the Indenture, which are hereby incorporated herein by reference. The Bonds
issued under the Indenture are expressly limited to $6,144,600 in aggregate
principal amount at any time Outstanding and are all of like tenor, except as to
numbers and denominations, and are issued for the purposes of providing
construction and permanent financing for qualified multifamily rental housing
units in the State and of paying certain expenses incidental thereto.

          The Bonds shall be special and limited obligations of the Issuer
payable only from the sources provided in the Indenture and neither the State
nor any other political subdivision thereof shall be liable on the Bonds.
Neither the State of Indiana nor any political subdivision thereof shall in any
event be liable for the payment of the principal of or any interest on any
Bonds, or for the performance of any pledge, deed of trust, obligation or
agreement of any kind whatsoever that may be undertaken by the Issuer, and none
of the Bonds or any of its agreements or obligations shall be constructed to
constitute a debt or a pledge of the faith and credit of the Issuer, the State
of indiana or any political
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subdivision thereof within the meaning of any constitutional or statutory
provision whatsoever, and shall not directly, indirectly or contingently
obligate the Issuer, the State of Indiana or any of its political subdivisions
to levy or to pledge any form of taxation whatsoever therefor or to make an
appropriation for the payment thereof; nor shall any breach of such pledge, deed
of trust, obligation or agreement impose any pecuniary liability upon any
member, officer, employee or agent of the Issuer, or any charge upon the general
credit of the Issuer, or any pecuniary liability upon the Issuer payable from
any moneys, revenues, payments and proceeds other than those first above
specified.

           Interest on the Bonds. The Bonds (including this Bond) shall bear
interest on the outstanding principal amount thereof, payable on each Interest
Payment Date (a) from the Closing Date to, but not including the Conversion
Date, at a rate of seven percent (7.00%) per annum, computed on the basis of a
360-day year of twelve 30-day months, and thereafter at a rate of seven and
one-quarter percent (7.25%) per annum, computed on the basis of a 360-day year
of twelve 30-day months until paid on the Maturity Date or upon earlier
redemption or acceleration. The interest payable on the Bonds as provided above
shall be payable on the first Business Day of each month, commencing October 1,
1998, and on each Bond Payment Date.

           Limited Recourse. Pursuant to a Loan Agreement dated as of September
1, 1998, and a Promissory Note (the "Note") dated the date of issuance of the
Bonds, Falcon Creek Place L.P.-1998, an Indiana limited partnership (the
"Developer"), has agreed to make payments to the Issuer in amounts equal to
amounts of principal of and premium, if any, an interest on the Bonds. THIS
BOND DOES NOT AND SHALL NOT REPRESENT OR CONSTITUTE A DEBT OF THE ISSUER, THE
STATE OF INDIANA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF THE
PROVISIONS OF THE CONSTITUTION OF THE STATE OF INDIANA OR A PLEDGE OF THE FAITH
AND CREDIT OF THE ISSUER, THE STATE OF INDIANA OR ANY POLITICAL SUBDIVISION
THEREOF. NEITHER THE FAITH AND CREDIT NOT THE TAXING POWER OF THE ISSUER, THE
STATE OF INDIANA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED, GIVEN OR
LOANED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR
INTEREST ON THIS BOND. THE OBLIGATIONS OF THE ISSUER ON THIS BOND ARE EXPRESSLY
LIMITED TO AND ARE PAYABLE SOLELY FROM (a) THE PAYMENTS MADE PURSUANT TO THE
LOAN AGREEMENT AND THE NOTE BY THE DEVELOPER, AND THE SECURITY THEREFOR PROVIDED
BY THE FIRST MORTGAGE AND SECURITY AGREEMENT FROM THE DEVELOPER FOR THE BENEFIT
OF THE TRUSTEE, TO BE DATED AS OF THE INITIAL PERIOD EXPIRATION DATE, AND THE
ASSIGNMENT OF LEASES, RENTS AND OTHER INCOME FROM THE DEVELOPER TO THE TRUSTEE,
TO BE DATED AS OF THE INITIAL PERIOD EXPIRATION DATE, ALL OF WHICH HAVE BEEN
ASSIGNED OR, AS APPLICABLE, WILL BE ASSIGNED ON THE INITIAL PERIOD EXPIRATION
DATE, TO THE TRUSTEE PURSUANT TO THE INDENTURE AND (b) ANY ADDITIONAL SECURITY
PROVIDED IN THE INDENTURE.

           Registration and Transfer. This Bond is transferable by the
registered owner hereof in person or by his attorney duly authorized in writing
at the office of the Trustee as registrar, but only in the manner, subject to
the limitations and upon payment of the charges provided in the Indenture, and
upon surrender and cancellation of this Bond. Upon such transfer a new
registered Bond or Bonds, of any authorized denomination or denominations, of
the same maturity and for the same aggregate principal amount will be issued to
the transferee in exchange herefor. The Bonds are issuable as fully registered
Bonds in Authorized Denominations as provided in the Indenture. The Issuer, the
Trustee, and any other person may treat the person in whose name this Bond is
registered on the books of registry as the Owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Bond be overdue, and no person shall be affected by notice to the contrary.

                                      -2-

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           Redemption of Bonds. The Bonds are subject to mandatory redemption by
the Issuer and purchase in lieu of redemption by the Developer prior to maturity
as a whole or in part at such time or times, under such circumstances, at such
redemption prices and in such manner as is set forth in the Indenture. The Bonds
are subject to optional redemption by the Issuer prior to maturity as a whole or
in part at such time or times, under such circumstances, at such redemption
prices and in such manner as is set forth in the Indenture. 

           Enforcement. Only the Majority Owner, or the Trustee upon the
direction of the Majority Owner, shall have the right to enforce the provisions
of this Bond or the Indenture or to institute any action to enforce the
covenants herein or therein, or to take any action with respect to any Event of
Default under the Indenture, or to institute, appear in or defend any suit or
other proceedings with respect thereto, except as provided in the Indenture. If
an Event of Default occurs and is continuing, the principal of all Bonds then
outstanding may be declared due and payable by the Trustee upon the direction of
the Majority Owner upon the conditions and in the manner and with the effect
provided in the Indenture. As provided in the Indenture, and to the extent
permitted by law, interest and a penalty rate of interest shall be payable on
unpaid amounts due hereon. 

           Discharge. This Indenture prescribes the manner in which it may be
discharged and after which the Bonds shall be deemed to be paid and no longer be
secured by or entitled to the benefits of the Indenture, except for the purposes
of registration and exchange of Bonds and of such payment. 

           Modifications. Modifications or alternations of the Indenture, or any
supplements thereto, may be made only to the extent and in the circumstances
permitted by the Indenture. 

           This Bond shall not be valid or obligatory for any purpose until it
shall have been signed on behalf of the Issuer and such signature
attested, by the officer, and in the manner, as provided in the Indenture, and
authenticated by a duly authorized officer of the Trustee, as Authenticating
Agent. 

           It is hereby certified and recited that all conditions, acts and
things required by the statutes of the State or by the Act or the Indenture to
exist, to have happened or to have been performed precedent to or in the
issuance of this Bond exist, have happened and have been performed and that the
issue of the Bonds, together with all other indebtedness of the Issuer, is
within every debt and other limit prescribed by said statutes. 

           IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed as
of the Dated Date stated above. 

                                                   CITY OF INDIANAPOLIS, INDIANA

                                                  By: /s/ Stephen Goldsmith
                                                      --------------------------
                                                      Stephen Goldsmith, Mayor

(SEAL)

ATTEST:

/s/ Suellen Hart
----------------------
Suellen Hart, Clerk

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                      FORM OF CERTIFICATE OF AUTHENTICATION

           This Bond is one of the Bonds described in the within mentioned
Indenture and is one of the Multifamily Housing Revenue Bonds (Falcon Creek
Apartments Project) Series 1998 of the City of Indianapolis, Indiana.

                                    NORWEST BANK INDIANA, N.A., 
                                    as Trustee and Authenticating Agent

                                    By:/s/ Melvin W. Bredemeier
                                      ------------------------------------------
                                                            Authorized Signatory

                           
 Date of Authentication: September 14, 1998

                      





                               FORM OF ASSIGNMENT
                               ------------------

           FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________ the within and hereby
authorizes the transfer of this Bond on the registration books of the Trustee.

           Dated:
                 ------------------------   


                                      ------------------------------------------
                                                           Authorized Signature

                                      ------------------------------------------
                                                           Name of Transferee 
-------------------------------
Signature Guaranteed by

-------------------------------
Name of Bank

By:
  -----------------------------

Title:
     --------------------------

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