Number: RP-1                                                          $3,250,000

             California Statewide Communities Development Authority
                        Multifamily Housing Revenue Bond
                    (Phoenix Apartments Project) Series 1998P

<TABLE>
<CAPTION>
  Dated Date:                Maturity Date:                Interest Rate:
  -----------                --------------                --------------
<S>                          <C>                              <C>   
April 28, 1998               October 1, 2029                  7.125%
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Registered Owner:        CHARTER MUNICIPAL MORTGAGE ACCEPTANCE CO.

Principal Amount:        THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS

           California Statewide Communities Development Authority (the
"Issuer"), a joint powers agency duly organized and existing under the laws of
the State of California (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 corporate trust office of U.S. Bank Trust National Association in
St. Paul, Minnesota, as agent for U.S. Bank Trust National Association, San
Francisco, California, 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 date of issuance of this Bond 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
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 the provisions of Chapter 5 of Division 7 of Title 1 of the
California Government Code, together with the provisions of Chapter 7 of Part 5
of Division 31 of the California Health and Safety Code, as the same may be
amended (collectively, the "Act"), and a Trust Indenture, dated as of April 1,
1998, between the Issuer and the Trustee (as amended and supplemented from time
to time, the "Indenture"). 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 $3,250,000 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.

               Additional Bonds of the Issuer designated as the "California
Statewide Communities Development Authority Multifamily Housing Revenue Bonds
(Phoenix Apartments Project) Series 1998P-S, limited in aggregate principal
amount to $3,600,000 (the "Series P-S Bonds"), are issued concurrently with the
Bonds under the Indenture. Pursuant to the Indenture, the lien of the Series P-S

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Bonds on the moneys and assets pledged under the Indenture (other than amounts
in the Series P-S Loan Account and the Series P-S Revenue Account) is
subordinate to the lien of the Bonds.

           The Bonds shall be special and limited obligations of the Issuer
payable only from the sources provided in this Indenture and neither the State
nor any other political subdivision thereof shall be liable on the Bonds.
Neither the State nor any political subdivision thereof shall in any event be
liable for the payment of the principal of or 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 construed to constitute a debt or a
pledge of the faith and credit of the State or any political subdivision thereof
within the meaning of any constitutional or statutory provision whatsoever, and
shall not directly, indirectly or contingently obligate the State 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 any 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.

        NEITHER THE MEMBERS OF THE ISSUER NOR ANY PERSONS EXECUTING THIS BOND
SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF. THE
BONDS SHALL NOT BE A DEBT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF
(OTHER THAN THE ISSUER TO THE EXTENT PROVIDED HEREIN), AND NEITHER THE STATE NOR
ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE ISSUER) SHALL BE LIABLE
THEREON, NOR IN ANY EVENT SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR
PROPERTIES OTHER THAN THOSE OF THE ISSUER SPECIFICALLY PLEDGED THERETO. THE
BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE ISSUER HAS NO
TAXING POWER.

           Interest on the Bonds. The Bonds (including this Bond) shall bear
interest on the outstanding principal amount thereof from the date of issuance
of the Bonds to the Maturity Date or the date of redemption or acceleration
prior to maturity at a rate of seven and 125/1000 percent (7.125%) per annum
calculated on the basis of a 360-day year comprised of twelve 30-day months. The
interest payable on the Bonds as provided above shall be payable on the first
day of each month, commencing June 1, 1998, and on each Bond Payment Date.

           Limited Recourse. Pursuant to a Loan Agreement dated as of April 1,
1998, and a Promissory Note (the "Note") dated the date of issuance of the
Bonds, Stockton Phoenix Limited, a California limited partnership (the
"Developer"), has agreed to make payments to the Issuer in amounts equal to
amounts of principal of and premium, if any, and interest on the Bonds. THE
OBLIGATIONS OF THE ISSUER ON THIS BOND ARE EXPRESSLY LIMITED TO AND ARE PAYABLE
SOLELY FROM (I) THE PAYMENTS MADE PURSUANT TO THE LOAN AGREEMENT AND THE NOTE BY
THE DEVELOPER, AND THE SECURITY THEREFOR PROVIDED BY THE FIRST DEED OF TRUST AND
SECURITY AGREEMENT FROM THE DEVELOPER TO THE BENEFIT OF THE TRUSTEE, TO BE DATED
AS OF APRIL 1, 1998, ALL OF WHICH HAVE BEEN ASSIGNED TO THE TRUSTEE PURSUANT TO
THE INDENTURE AND (II) ANY ADDITIONAL SECURITY PROVIDED IN THE INDENTURE.

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<PAGE>



           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.

           Redemption of Bonds. The Bonds are subject to optional and 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.

           Enforcement. Only 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 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. The 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 alterations of the Indenture, or of
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, 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.


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


                                        CALIFORNIA STATEWIDE COMMUNITIES
                                        DEVELOPMENT AUTHORITY



                                        By:  /s/ [illegible]
                                             -----------------------------------
                                                       Chairman


Attest:


/s/ [illegible]
--------------------------------
     Secretary

                          CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds described in the within mentioned Indenture.

                                        U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                        Trustee and Authenticating Agent

                                        By:  /s/ [illegible]
                                             -----------------------------------
                                                       Authorized Signatory

Date of Authentication:  April 28, 1998
                         --------------




                                        4
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                                        ASSIGNMENT

   FOR  VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

_________________________________________ the within Bond 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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