Exhibit 10(y)

                             AMENDMENT TO THE SECOND
                              AMENDED AND RESTATED
                           ADVISORY SERVICES AGREEMENT

     THIS  AMENDMENT  TO THE  SECOND  AMENDED  AND  RESTATED  ADVISORY  SERVICES
AGREEMENT  ("AMENDMENT") is made as of the 26th day of July, 2006 by and between
American Mortgage  Acceptance  Company,  a Massachusetts  real estate investment
trust (the "TRUST") and CharterMac AMI Associates,  Inc., a Delaware corporation
(the "ADVISOR").

     WHEREAS,  the Trust and the  Advisor  originally  entered  into an Advisory
Services  Agreement dated as of March 29, 1993,  which agreement was amended and
restated  pursuant  to an  Amended  and  Restated  Advisory  Services  Agreement
effective  as of April 6, 1999,  as amended on November  29,  2001,  February 8,
2002, November 12, 2003 and June 9, 2004,  respectively,  and as further amended
and  restated  pursuant  to a Second  Amended  and  Restated  Advisory  Services
Agreement  dated as of March 28, 2006,  (as so amended and amended and restated,
the "ADVISORY SERVICES AGREEMENT"),  pursuant to which, among other matters, the
Advisor is entitled to receive an annual  incentive  fee (the "ANNUAL  INCENTIVE
FEE"), pursuant to SECTION 12(B) of the Agreement; and

     WHEREAS,  the  Trust and the  Advisor  desire  to amend  the  Agreement  in
accordance  with the terms of this Amendment in order to revise the  calculation
of the Annual Incentive Fee to exclude the impact of gains or losses  associated
with changes in the value of fair value hedges;

     NOW, THEREFORE, in consideration of the mutual covenants,  representations,
warranties  and  agreements  contained  herein,  and of other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be bound hereby, the Trust and the Advisor agree as follows:

1.   AMENDMENT  TO  SECTION  12(B).  Section  12(b) of the  Agreement  is hereby
deleted and replaced in its entirety by the following:

     ANNUAL INCENTIVE FEE. Subject to (1) a minimum annual  Distributions  being
     made to  Shareholders  from  CAD of $1.45  per  Share  AND (2) the  Company
     achieving  at least  annual  Adjusted  Funds From  Operations  per share of
     $1.60,  excluding  non-cash  gains or losses due to the  recording  of fair
     value  hedges  (net of the Annual  Incentive  Fee),  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)  Adjusted  Funds From  Operations  of the  Company  (before  the Annual
     Incentive  Fee) per Share (based on the weighted  average  number of Shares
     outstanding),  excluding  non-cash  gains or losses due to the recording of
     fair value hedges

     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.


<PAGE>



2.   NO FURTHER  AMENDMENTS.  Except as specifically  amended by this Amendment,
all of the  terms,  covenants  and  conditions  of the  Agreement  shall  remain
unmodified and in full force and effect and are hereby ratified and confirmed.

3.   GOVERNING  LAW.  This  Amendment  shall be  governed  by and  construed  in
accordance  with the laws of New York,  without giving effect to the conflict of
laws principles thereof.

4.   COUNTERPARTS.  This Amendment may be executed in one or more  counterparts,
each of which  shall be  deemed  an  original  but all of  which  together  will
constitute  one  and  the  same  instrument.  A  facsimile,  telecopy  or  other
reproduction  of this  Amendment may be executed by one or more parties  hereto,
and an executed  copy of this  Amendment may be delivered by one or more parties
hereto by  facsimile or similar  instantaneous  electronic  transmission  device
pursuant to which the  signature of or on behalf of such party can be seen,  and
such execution and delivery shall be considered valid, binding and effective for
all  purposes as of the date first  written  above.  At the request of any party
hereto,  all parties  hereto  agree to execute an original of this  Amendment as
well as any facsimile, telecopy or other reproduction hereof.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed as of the date first above written.


                      AMERICAN MORTGAGE ACCEPTANCE COMPANY



                                                       By: /s/Marc D. Schnitzer
                                                           --------------------
                                                     Name: Marc D. Schnitzer
                                                    Title: President




                         CHARTERMAC AMI ASSOCIATES, INC.



                                                       By: /s/Alan P. Hirmes
                                                           -----------------
                                                     Name: Alan P. Hirmes
                                                    Title: Senior Vice President



                          [SIGNATURE PAGE TO AMENDMENT]