E6-462. Issuer Delisting; Notice of Application of CharterMac To Withdraw Its Common Shares, No Par Value, From Listing and Registration on the American Stock Exchange LLC File No. 1-13237

January 11, 2006.

On January 5, 2006, CharterMac, a Delaware statutory trust (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common shares, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

On December 5, 2005, the Board of Trustees (“Board”) of the Issuer unanimously approved a resolution to withdraw the Security from listing on Amex and to list the Security on the New York Stock Exchange, Inc. (“NYSE”). The Issuer stated that the following reason factored into the Board's decision to withdraw the Security from Amex and list the Security on NYSE: the majority of all real estate investment trust and financial services companies are traded on NYSE. The Issuer stated that the Board believes it is in the best interest of the Issuer to be traded on the same exchange as other market competitors. The Issuer expects the Security to begin trading on NYSE on January 10, 2006.

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the State of Delaware, in which it is incorporated, and providing written notice of withdrawal to Amex.

The Issuer's application relates solely to the withdrawal of the Security from listing on Amex, and shall not affect its continued listing on NYSE or its obligation to be registered under Section 12(b) of the Act.^[3]

Any interested person may, on or before February 6, 2006, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​delist.shtml); or
• Send an e-mail to [e-mail]. Please include the File Number 1-13237 or;

Paper Comments

• Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303.

All submissions should refer to File Number 1-13237. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁴

Nancy M. Morris,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  17 CFR 200.30-3(a)(1).