UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of ~~the~~The Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant ~~[x]~~ ☒

Filed by a Party other than the Registrant ~~[ ]~~ ☐

Check the appropriate box: X

☒ Preliminary Proxy Statement _

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) _

☐ Definitive Proxy Statement _

☐ Definitive Additional Materials _

☐ Soliciting Material ~~Pursuant toss. 240.14a-11(c) orss. 240.14a-12~~ Under Rule 14a-12

American Church Mortgage Company ~~(Name~~

(Name of Registrant as Specified in ~~its~~Its Charter)

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply): X

☐ No fee ~~required _~~required.

☐ Fee paid previously with preliminary materials

☒ Fee computed on table ~~below~~in exhibit required by Item 25(b) per table per Exchange Act Rules 14a-6(i)(1)and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: _ Fee paid previously with preliminary materials. _ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: ~~Proxy Materials~~

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JUNE 6, 2022

AMERICAN CHURCH MORTGAGE COMPANY ~~10237 YELLOW CIRCLE DRIVE MINNETONKA MINNESOTA 55343 April 1, 2003 Dear Shareholder: You are invited to attend~~

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE [●], 2022

AT 10:00 A.M., CENTRAL TIME
REGARDING THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS

AMERICAN CHURCH MORTGAGE COMPANY

To the ~~2003 Annual~~Shareholders of American Church Mortgage Company:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of American Church Mortgage Company to(the “Company”) will be held on [●], June [●], 2022 at ~~10237~~10:00 a.m. Central Time at 10400 Yellow Circle Drive, Suite 102, Minnetonka, Minnesota, 55343 (the “Special Meeting”) for the following purposes:

1. To consider and vote on ~~April 30, 2003 at 10:00 a.m., local time. The attached Notice~~a proposal to approve the sale of ~~Annual Meeting and Proxy Statement describe the formal business to be transacted at the meeting. After the business~~substantially all of the meeting has been concluded, shareholders will be given an opportunity to ask appropriate questions. The items requiring shareholder approval are amendments to our Bylaws, the election of Directors and ratificationassets of the ~~appointment~~Company (the “Sale”) pursuant to, and the other transactions contemplated by, the Asset Sale Agreement dated as of ~~our independent auditors for~~May 27, 2022 between the ~~year 2003. We recommend that you vote for each~~Company and OSK XII, LLC, a copy of ~~these proposals,~~ which ~~are set forth in more detail in the accompanying proxy statement. Approval of the amendments~~is attached as Appendix A to our Bylaws requires the affirmative vote of holders of a majority of our shares. Your vote is very important and we urge you to complete, sign, date and mail the enclosed proxy card promptly. This action will not limit your right to revoke your proxy in the manner described in the accompanying proxy statement (the “Asset Sale Agreement”);

2. To consider and vote upon a proposal to approve the voluntary liquidation and dissolution of the Company pursuant to the Plan of Liquidation and Dissolution, a copy of which is attached as Appendix B to the accompanying proxy statement (such plan, the “Plan of Dissolution,” and such proposal, the “Dissolution Proposal”);

3. To grant authority to the Board of Directors of the Company (the “Board”) to adjourn the Special Meeting, even if a quorum is present, if necessary or appropriate in the sole discretion of the Board, including to ~~vote~~solicit additional proxies if there are insufficient shares present in person ~~if you wish to attend~~or by proxy voting in favor of the ~~annual meeting~~Sale and/or the Plan of Dissolution and vote personally. Sincerely, AMERICAN CHURCH MORTGAGE COMPANY Philip J. Myers President AMERICAN CHURCH MORTGAGE COMPANY ----------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 30, 2003 AT 10:00 A.M. TO THE SHAREHOLDERS: NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of American Church Mortgage Company, a Minnesota corporation, will be held at ACMC's office at 10237 Yellow Circle Drive, Minnetonka, Minnesota, at 10:00 a.m., local time, on April 30, 2003. This meeting is being held for the following purposes: 1. To amend the ACMC's Bylaws in certain technical respects. 2. To elect five (5) persons to serve as directors until the next annual electionDissolution Proposal; and until their successors are duly elected and qualified. 3. To ratify the appointment of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as our independent auditors for the year ending December 31, 2003.

4. To transact such other business as may properly come before the ~~meeting.~~ Special Meeting or any adjournment of the Special Meeting.

Only shareholders of ~~record~~the Company who owned the Company’s common stock at the close of business on ~~March 31, 2003 will be entitled to notice of or to~~[●] [●], 2022 can vote at the ~~meeting.~~Special Meeting or any adjournment of the Special Meeting. Whether or not you plan to be present at the ~~meeting,~~Special Meeting, please sign and return the accompanying form of proxy in the enclosed postage prepaid envelope at your earliest convenience. ~~For ten days prior~~If there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

Each of you is invited to attend the Special Meeting in person, if possible. Whether or not you plan to attend in person, please return a completed proxy promptly.

Accompanying this Notice of Special Meeting of Shareholders (the “Notice”) are a proxy statement and a form of proxy (or a voting instruction form if you hold shares of common stock through a broker or other intermediary).

DISSENTERS’ RIGHTS DISCLOSURE

NOTICE OF DISSENTERS’ RIGHTS

The Company’s shareholders are entitled to assert dissenters’ rights with respect to Proposal No. 1 under Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act (the “MBCA”). You are hereby notified that shareholders of the Company who properly dissent from Proposal No. 1 will be able to demand payment of the fair value of their shares of the Company’s common stock. A description of Sections 302A.471 and 302A.473 of the MBCA is set forth in Appendix A attached to this Notice, and such statutes are set forth in their entirety in Appendix B attached to this Notice. Attached Appendix A and Appendix B should be reviewed carefully by shareholders of the Company who wish to assert their dissenters’ rights or who wish to preserve their right to do so because the failure to comply with those procedures will result in the loss of such rights.

The enclosed materials require the Company’s shareholders to make important decisions with respect to the ~~meeting,~~Company. Please read carefully the accompanying proxy statement and its Appendixes because these documents contain detailed information relating to, among other things, the sale of substantially all of the assets of the Company and the dissolution of the Company. If you are in doubt as to how to make these decisions, please consult your financial, legal or other professional advisors.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED ANY OF THE MATTERS TO BE ACTED UPON AT THE SPECIAL MEETING, PASSED UPON THE MERITS OR FAIRNESS OF SUCH MATTERS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

By Order of the Board of Directors,

/s/ Philip J. Myers

Philip J. Myers, President, Chief Executive Officer and Secretary

Minnetonka, Minnesota

June [●], 2022

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,

PLEASE SIGN THE PROXY AND RETURN IT PROMPTLY.

Important Notice Regarding the Availability of Proxy Materials for the Special Shareholder Meeting
to be Held on June [●], 2022

This Notice of Special Meeting of the Company’s shareholders and the proxy statement and related materials, including the 2021 Annual Report, are available at the “Investors Relations” tab on our website at: www.church-loans.net.

Your vote matters – here’s how to vote!

You may vote online or by phone instead of mailing the proxy card.

Votes submitted electronically must be

received by June [●], 2022 at 1:00 A.M.,

Central Time

Online

Go to www.envisionreports.com/ACMC or

scan the QR code — login details are

located in the shaded bar below.

Phone

Call toll free 1-800-652-VOTE (8683) within

the USA, US territories and Canada.

Save paper, time and money!

www.envisionreports.com

Appendix A

Dissenters’ Rights Disclosure

This notice is being given to you in connection with the proposed sale by American Church Mortgage Company (the “Company”) of substantially all the Company’s assets and any necessary transactions to effect the sale (the “Sale”) to OSK, XII, LLC, a Minnesota limited liability company (the “Buyer”), under an Asset Sale Agreement dated as of May 27, 2022 between the Company and the Buyer (the “Asset Sale Agreement”). In connection with the Sale, the Company will also enter in to a (i) a Termination Agreement which terminates the services of the Company’s advisor, Church Loan Advisors, Inc., and (ii) a plan of liquidation and dissolution. (The approval of the Asset Sale Agreement and the Sale contemplated therein are collectively referred to as “Proposal No. 1.”) Shareholders of the Company should be aware that the payment of a dissenting shareholder would reduce the amount of cash available from the Sale for distribution to other shareholders.

Under Section 302A.471, Subdivision 1(b) of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes) (the “MBCA”), the Company’s shareholders have dissenters’ rights in connection with Proposal No. 1. If a shareholder of the Company dissents from Proposal No. 1, the shareholder will be able to demand payment for the fair value of the shareholder’s shares under Sections 302A.471 and 302A.473 of the MBCA, copies of which are set forth in their entirety in attached Appendix B.

The following discussion is not a complete ~~list~~statement of the law relating to dissenters’ rights under the MBCA and is qualified in its entirety by reference to Appendix B. Appendix Bshould be reviewed carefully by a shareholder who wishes to assert dissenters’ rights or who wishes to preserve the right to do so because the failure to comply with those procedures will result in the loss of such rights.

The Company’s Board of Directors has called a special meeting of the shareholders of the Company (the “Special Meeting”) to be held on June [●], 2022 at the time and place set forth in the Notice of Special Meeting of Shareholders to which this Appendix A is attached at which the shareholders will consider and vote on Proposal No. 1.

All references in Sections 302A.471 and 302A.473 of the MBCA to a “shareholder” are to a shareholder of record of the Company as of the close of business on [●] [●], 2022, which is the record date for the Special Meeting. If a shareholder dissents, the shareholder must dissent as to all of the shares held of record by the shareholder, unless the shareholder dissents with respect to all of the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter shall be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders. A beneficial owner of shares who is not the shareholder may assert dissenters’ rights with respect to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder under the terms of Section 302A.471 and Section 302A.473, if the beneficial owner submits to the corporation at the time of or before the assertion of the rights a written consent of the shareholder.

Any shareholder electing to exercise dissenters’ rights must file with the Company, before the vote on Proposal No. 1 at the Special Meeting, a written notice of intent to demand the fair value of the shareholder’s shares and must not vote the shares in favor of the proposed action. The Company’s proxy form indicates that if a shareholder signs the proxy form without direction for its vote, the proxy will be voted for Proposal No. 1; therefore, a shareholder electing to exercise dissenters’ rights should direct that its vote is to “Abstain” in order to maintain dissenters’ rights otherwise available.

Any shareholder failing to make such a demand before the vote on Proposal No. 1 at the Special Meeting will be bound by the terms of Proposal No. 1 if it is approved by the Company’s shareholders.

If Proposal No. 1 is approved, the Company will send notices of procedure as required under Section 302A.473 Subdivision 4(a) to all dissenting shareholders who have provided notice of intent to demand fair value of the shareholders’ shares in compliance with Section 302A.473 Subdivision 3. Within 30 days of the Company giving notice of procedure under Section 302A.473 Subdivision 4(a), in order to receive the fair value of the shares, the dissenting shareholder must demand payment and provide the original stock certificates evidencing the Company’s shares (or other evidence of ownership duly approved by the Company as valid) in compliance with Section 302A.473, Subdivision 4(b), at the following address:

American Church Mortgage Company

10400 Yellow Circle Drive, Suite 102

Minnetonka, MN 55343

Attention: Philip J. Myers

After the Company receives a valid demand for payment from a shareholder, the Company will remit to each dissenting shareholder who has complied with Section 302A.473, Subdivision 4(b) the amount the Company estimates to be the fair value of the shares, with interest, and such other documents and information as are required under Section 302A.473, Subdivision 5. The fair value of the shares will be the value of the shares of the Company immediately before the effective date of the sale of the Shares by the Company to the Buyer.

Under Section 302A.473, Subdivision 6 of the MBCA, if the dissenting shareholder believes that the amount remitted by the Company under Section 302A.473, Subdivision 5 is less than the fair value of the shares plus interest, the shareholder may give written notice to the Company of the dissenting shareholder’s own estimate of the fair value of the shares, plus interest, within 30 days after the Company mails the remittance under Section 302A.473, Subdivision 5, and demand payment of the difference. Otherwise, the dissenting shareholder is entitled only to the amount remitted by the Company.

If the Company receives the demand from the dissenting shareholder as described in the foregoing paragraph, the Company will, within 60 days after receiving the demand, either pay to the dissenting shareholder the amount the shareholder demanded or agreed to or file a petition in the appropriate court in the State of Minnesota requesting that the court determine the fair value of the shares, plus interest under Section 302A.473, Subdivision 7. All holders of dissenting shares who have demanded payment and who have not reached an agreement with the Company will be made parties to the proceeding and will be entitled to a judgment for the fair value of their dissenting shares, plus interest.

Under Section 302A.473, Subdivision 8, the costs and expenses of any proceeding relating to the determination of the fair value of dissenting shares, including the reasonable compensation and reasonable expenses of appraisers appointed by the court, will be determined by the court and assessed against the Company. However, all or any part of such costs and expenses may be apportioned and assessed as the court deems equitable against any or all of the holders of dissenting shares who are parties to the proceeding and whose actions in failing to accept the Company’s offer of fair value the court finds to be arbitrary, vexatious or not in good faith.

Dated: June [●], 2022

American Church Mortgage Company

By:

Philip J. Myers

Chairman, President and Secretary

Appendix B

Minnesota Business Corporation Act

Sections 302A.471 and 302A.473

302A.471 Rights of Dissenting Shareholders

Subdivision 1. Actions creating rights. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder’s shares in the event of, any of the following corporate actions:

(a) unless otherwise provided in the articles, an amendment of the articles that materially and adversely affects the rights or preferences of the shares of the dissenting shareholder in that it:

(1) alters or abolishes a preferential right of the shares;

(2) creates, alters, or abolishes a right in respect of the redemption of the shares, including a provision respecting a sinking fund for the redemption or repurchase of the shares;

(3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, securities other than shares, or rights to purchase shares or securities other than shares;

(4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the authorization or issuance of securities of an existing or new class or series with similar or different voting rights; except that an amendment to the articles of an issuing public corporation that provides that section 302A.671 does not apply to a control share acquisition does not give rise to the right to obtain payment under this section; or

(5) eliminates the right to obtain payment under this subdivision;

(b) a sale, lease, transfer, or other disposition of property and assets of the corporation that requires shareholder approval under section 302A.661, subdivision 2, but not including a disposition in dissolution described in section 302A.725, subdivision 2, or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition;

(c) a plan of merger, whether under this chapter or under chapter 322C, to which the corporation is a constituent organization, except as provided in subdivision 3, and except for a plan of merger adopted under section 302A.626;

(d) a plan of exchange, whether under this chapter or under chapter 322C, to which the corporation is a party as the corporation whose shares will be acquired by the acquiring organization, except as provided in subdivision 3;

(e) a plan of conversion is adopted by the corporation and becomes effective;

(f) an amendment of the articles in connection with a combination of a class or series under section 302A.402 that reduces the number of shares of the class or series owned by the shareholder to a fraction of a share if the corporation exercises its right to repurchase the fractional share so created under section 302A.423; or

(g) any other corporate action taken pursuant to a shareholder vote with respect to which the articles, the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain payment for their shares.

Subd. 2. Beneficial owners. (a) A shareholder shall not assert dissenters’ rights as to less than all of the shares registered in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter shall be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders.

(b) A beneficial owner of shares who is not the shareholder may assert dissenters’ rights with respect to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder under the terms of this section and section 302A.473, if the beneficial owner submits to the corporation at the time of or before the assertion of the rights a written consent of the shareholder.

Subd. 3. Rights not to apply. (a) Unless the articles, the bylaws, or a resolution approved by the board otherwise provide, the right to obtain payment under this section does not apply to a shareholder of (1) the surviving corporation in a merger with respect to shares of the shareholder that are not entitled to be voted on the merger and are not canceled or exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring organization in a plan of exchange with respect to shares of the shareholder that are not entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange.

(b) If a date is fixed according to section 302A.445, subdivision 1, for the determination of shareholders entitled to receive notice of and to vote on an action described in subdivision 1, only shareholders as of the date fixed, and beneficial owners as of the date fixed who hold through shareholders, as provided in subdivision 2, may exercise dissenters’ rights.

(c) Notwithstanding subdivision 1, the right to obtain payment under this section, other than in connection with a plan of merger adopted under section 302A.613, subdivision 4, or 302A.621, is limited in accordance with the following provisions:

(1) The right to obtain payment under this section is not available for the holders of shares of any class or series of shares that is listed on the New York Stock Exchange, NYSE MKT LLC, the Nasdaq Global Market, the NASDAQ Global Select Market, the Nasdaq Capital Market, or any successor to any such market.

(2) The applicability of clause (1) is determined as of:

(i) the record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action described in subdivision 1; or

(ii) the day before the effective date of corporate action described in subdivision 1 if there is no meeting of shareholders.

(3) Clause (1) is not applicable, and the right to obtain payment under this section is available pursuant to subdivision 1, for the holders of any class or series of shares who are required by the terms of the corporate action described in subdivision 1 to accept for such shares anything other than shares, or cash in lieu of fractional shares, of any class or any series of shares of a domestic or foreign corporation, or any other ownership interest of any other organization, that satisfies the standards set forth in clause (1) at the time the corporate action becomes effective.

Subd. 4. Other rights. The shareholders of a corporation who have a right under this section to obtain payment for their shares, or who would have the right to obtain payment for their shares absent the exception set forth in paragraph (c) of subdivision 3, do not have a right at law or in equity to have a corporate action described in subdivision 1 set aside or rescinded, except when the corporate action is fraudulent with regard to the complaining shareholder or the corporation.

302A.473 Procedures for Asserting Dissenters’ Rights

Subdivision 1. Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them.

(b) “Corporation” means the issuer of the shares held by a dissenter before the corporate action referred to in section 302A.471, subdivision 1 or the successor by merger of that issuer.

(c) “Fair value of the shares” means the value of the shares of a corporation immediately before the effective date of the corporate action referred to in section 302A.471, subdivision 1.

(d) “Interest” means interest commencing five days after the effective date of the corporate action referred to in section 302A.471, subdivision 1, up to and including the date of payment, calculated at the rate provided in section 549.09, subdivision 1, paragraph (c), clause (1).

Subd. 2. Notice of action. (a) If a corporation calls a shareholder meeting at which any action described in section 302A.471, subdivision 1 is to be voted upon, the notice of the meeting shall inform each shareholder of the right to dissent and shall include a copy of section 302A.471 and this section and a brief description of the procedure to be followed under these sections.

(b) In connection with a qualified offer as described in section 302A.613, subdivision 4, the constituent corporation subject to the offer may, but is not required to, send to all shareholders a written notice informing each shareholder of the right to dissent and must include a copy of this section and section 302A.471 and a brief description of the procedure to be followed under these sections. To be effective, the notice must be sent as promptly as practicable at or following the commencement of the offer, but in any event at least ten days before the consummation of the offer.

Subd. 3. Notice of dissent. If the proposed action must be approved by the shareholders and the corporation holds a shareholder meeting, a shareholder who is entitled to dissent under section 302A.471 and who wishes to exercise dissenters’ rights must file with the corporation before the vote on the proposed action a written notice of intent to demand the fair value of the shares owned by the shareholder and must not vote the shares in favor of the proposed action. If the proposed action is to be effected pursuant to section 302A.613, subdivision 4, and the corporation has elected to send a notice of action in accordance with subdivision 2, paragraph (b), a shareholder who is entitled to dissent under section 302A.471 and who wishes to exercise dissenters’ rights must not tender the shares owned by the shareholder in response to the offer and must file with the corporation a written notice of intent to demand the fair value of the shares owned by the shareholder. Written notice must be filed with the corporation before the consummation of the offer.

Subd. 4. Notice of procedure; deposit of shares. (a) After the proposed action has been approved by the board and, if necessary, the shareholders, the corporation shall send (i) in any case where subdivision 3 is applicable, to all shareholders who have complied with subdivision 3, (ii) in any case where a written action of shareholders gave effect to the action creating the right to obtain payment under section 302A.471, to all shareholders who did not sign or consent to a written action that gave effect to the action creating the right to obtain payment under section 302A.471, and (iii) in any other case, to all shareholders entitled to dissent, a notice that contains:

(1) the address to which a demand for payment and certificates of certificated shares must be sent in order to obtain payment and the date by which they must be received;

(2) any restrictions on transfer of uncertificated shares that will apply after the demand for payment is received;

(3) a form to be used to certify the date on which the shareholder, or the beneficial owner on whose behalf the shareholder dissents, acquired the shares or an interest in them and to demand payment; and

(4) a copy of section 302A.471 and this section and a brief description of the procedures to be followed under these sections.

(b) In order to receive the fair value of the shares, a dissenting shareholder must demand payment and deposit certificated shares or comply with any restrictions on transfer of uncertificated shares within 30 days after the notice required by paragraph (a) was given, but the dissenter retains all other rights of a shareholder until the proposed action takes effect.

Subd. 5. Payment; return of shares. (a) After the corporate action takes effect, or after the corporation receives a valid demand for payment, whichever is later, the corporation shall remit to each dissenting shareholder who has complied with subdivisions 3 and 4 the amount the corporation estimates to be the fair value of the shares, plus interest, accompanied by:

(1) the corporation’s closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective date of the corporate action, together with the latest available interim financial statements;

(2) an estimate by the corporation of the fair value of the shares and a brief description of the method used to reach the estimate; and

(3) a copy of section 302A.471 and this section, and a brief description of the procedure to be followed in demanding supplemental payment.

(b) The corporation may withhold the remittance described in paragraph (a) from a person who was not a shareholder on the date the action dissented from was first announced to the public or who is dissenting on behalf of a person who was not a beneficial owner on that date. If the dissenter has complied with subdivisions 3 and 4, the corporation shall forward to the dissenter the materials described in paragraph (a), a statement of the reason for ~~examination~~withholding the remittance, and an offer to pay to the dissenter the amount listed in the materials if the dissenter agrees to accept that amount in full satisfaction. The dissenter may decline the offer and demand payment under subdivision 6. Failure to do so entitles the dissenter only to the amount offered. If the dissenter makes demand, subdivisions 7 and 8 apply.

(c) If the corporation fails to remit payment within 60 days of the deposit of certificates or the imposition of transfer restrictions on uncertificated shares, it shall return all deposited certificates and cancel all transfer restrictions. However, the corporation may again give notice under subdivision 4 and require deposit or restrict transfer at a later time.

Subd. 6. Supplemental payment; demand. If a dissenter believes that the amount remitted under subdivision 5 is less than the fair value of the shares plus interest, the dissenter may give written notice to the corporation of the dissenter’s own estimate of the fair value of the shares, plus interest, within 30 days after the corporation mails the remittance under subdivision 5, and demand payment of the difference. Otherwise, a dissenter is entitled only to the amount remitted by ~~any stockholder, for any purpose~~the corporation.

Subd. 7. Petition; determination. If the corporation receives a demand under subdivision 6, it shall, within 60 days after receiving the demand, either pay to the dissenter the amount demanded or agreed to by the dissenter after discussion with the corporation or file in court a petition requesting that the court determine the fair value of the shares, plus interest. The petition shall be filed in the county in which the registered office of the corporation is located, except that a surviving foreign corporation that receives a demand relating to the ~~meeting, during normal business hours at~~shares of a constituent domestic corporation shall file the ~~our offices.~~ petition in the county in this state in which the last registered office of the constituent corporation was located. The petition shall name as parties all dissenters who have demanded payment under subdivision 6 and who have not reached agreement with the corporation. The corporation shall, after filing the petition, serve all parties with a summons and copy of the petition under the Rules of Civil Procedure. Nonresidents of this state may be served by registered or certified mail or by publication as provided by law. Except as otherwise provided, the Rules of Civil Procedure apply to this proceeding. The jurisdiction of the court is plenary and exclusive. The court may appoint appraisers, with powers and authorities the court deems proper, to receive evidence on and recommend the amount of the fair value of the shares. The court shall determine whether the shareholder or shareholders in question have fully complied with the requirements of this section, and shall determine the fair value of the shares, taking into account any and all factors the court finds relevant, computed by any method or combination of methods that the court, in its discretion, sees fit to use, whether or not used by the corporation or by a dissenter. The fair value of the shares as determined by the court is binding on all shareholders, wherever located. A dissenter is entitled to judgment in cash for the amount by which the fair value of the shares as determined by the court, plus interest, exceeds the amount, if any, remitted under subdivision 5, but shall not be liable to the corporation for the amount, if any, by which the amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair value of the shares as determined by the court, plus interest.

Subd. 8. Costs; fees; expenses. (a) The court shall determine the costs and expenses of a proceeding under subdivision 7, including the reasonable expenses and compensation of any appraisers appointed by the court, and shall assess those costs and expenses against the corporation, except that the court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment under subdivision 6 is found to be arbitrary, vexatious, or not in good faith.

(b) If the court finds that the corporation has failed to comply substantially with this section, the court may assess all fees and expenses of any experts or attorneys as the court deems equitable. These fees and expenses may also be assessed against a person who has acted arbitrarily, vexatiously, or not in good faith in bringing the proceeding, and may be awarded to a party injured by those actions.

(c) The court may award, in its discretion, fees and expenses to an attorney for the dissenters out of the amount awarded to the dissenters, if any.

AMERICAN CHURCH MORTGAGE COMPANY ~~Philip J. Myers Secretary Minneapolis, Minnesota April 1, 2003~~ ~~AMERICAN CHURCH MORTGAGE COMPANY 10237~~

10400 YELLOW CIRCLE DRIVE, SUITE 102

MINNETONKA, MINNESOTA 55343 ~~---------------~~

(952) 945-9455

PROXY STATEMENT ~~---------------- ANNUAL~~

SPECIAL MEETING OF SHAREHOLDERS ~~APRIL 30, 2003~~

JUNE [●], 2022

This proxy statement and the accompanying proxy card are being mailed, beginning on ~~April 1, 2003,~~June [●], 2022, to owners of common shares of American Church Mortgage Company in connection with the solicitation of proxies by the Board of Directors for ~~our 2003 Annual~~the Special Meeting of ~~Shareholders.~~Shareholders to be held on June [●], 2022. This proxy procedure is necessary to permit all American Church Mortgage Company shareholders, many of whom are unable to attend the ~~annual meeting,~~Special Meeting, to vote. The Board of Directors encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the ~~annual meeting.~~ Special Meeting.

TABLE OF CONTENTS

INTRODUCTION			3
GENERAL INFORMATION			3
PROPOSAL NO. 1			7
PROPOSAL NO. 2			21
PROPOSAL NO. 3			29
FORWARD-LOOKING STATEMENTS			30
CAUTIONARY STATEMENT			31
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED DISSOLUTION			33
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS			36
OTHER MATTERS			37
SHAREHOLDER PROPOSALS FOR 2023 ANNUAL MEETING			37
WHERE YOU CAN FIND ADDITIONAL INFORMATION			37

Appendix A: Asset Sale Agreement dated as of May 27, 2022 by and between American Church Mortgage

Company and OSK XII, LLC A-1

Appendix B: Plan of Dissolution B-1

INTRODUCTION

This proxy statement is furnished in connection with the solicitation of proxies from the holders of shares of the issued and outstanding common stock of American Church Mortgage Company (the “Company,” “ACMC,” “we,” “us” or “our”) to be voted at a Special Meeting of Shareholders to be held on June [●], 2022, at 10:00 a.m. Central Time at 10400 Yellow Circle Drive, Suite 102, Minnetonka, Minnesota 55343 (the “Special Meeting”).

The enclosed proxy is solicited by the Board of Directors of the Company (the “Board”). These proxy materials have been prepared by the Company’s management. This proxy statement and the proxy card are first being mailed to the holders of common stock entitled to vote at the Special Meeting on or about June [●], 2022.

The mailing address of the Company’s principal executive office is 10400 Yellow Circle Drive, Suite 102, Minnetonka, Minnesota 55343.

GENERAL INFORMATION 3 AMENDMENT OF BYLAWS 7 ELECTION OF DIRECTORS 9 HOW DOES THE BOARD OPERATE? 12 HOW ARE EXECUTIVES AND DIRECTORS COMPENSATED? 12 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 12 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15 APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS 16 SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS 16 OTHER MATTERS 17 EXHIBIT A A-1 ~~GENERAL INFORMATION~~

The following is a summary of certain information contained elsewhere in this proxy statement or in the Appendixes included in this proxy statement. This information is not, and is not intended to be, complete. This is a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this proxy statement and the attached Appendixes. Shareholders are urged to review carefully the entirety of this proxy statement and all attached Appendixes. Certain capitalized terms used in this proxy statement have the meanings set forth in “Proposal 1 – Approval of the Asset Sale Agreement and the Sale of Substantially All of the Assets of ACMC – Asset Sale Agreement – Glossary” beginning on page [●].

Special Meeting

The questions and answers set forth below provide general information regarding this proxy statement and our ~~annual meeting of shareholders.~~ Special Meeting.

When ~~are our annual report to shareholders and~~is this proxy statement first being sent to shareholders? ~~Our annual report to shareholders and this~~

This proxy statement is being sent to shareholders beginning on ~~April 1, 2003.~~ or about June [●], 2022.

What am I voting on? 1.

At the Special Meeting, our shareholders will be voting on the following four proposals (the “Proposals”):

	1.	To consider and vote on a proposal to approve the sale of substantially all of the assets of the Company pursuant to, and the other transactions contemplated by, the Asset Sale Agreement, a copy of which is attached as Appendix A to this proxy statement (the “Asset Sale Agreement”) (the “Sale” and such proposal being the “Sale Proposal”);

	2.	To consider and vote upon a proposal to approve the voluntary liquidation and dissolution of the Company pursuant to the Plan of Liquidation and Dissolution, a copy of which is attached as Appendix B to this proxy statement (such plan, the “Plan of Dissolution,” and such proposal, the “Dissolution Proposal”);

	3.	To grant authority to the Board to adjourn the Special Meeting, even if a quorum is present, if necessary or appropriate in the sole discretion of the Board, including to solicit additional proxies if there are insufficient shares present in person or by proxy voting in favor of the Asset Sale Agreement, the Sale and the Sale Proposal and/or the Plan of Dissolution and the Dissolution Proposal; and

	4.	To transact such other business as may properly come before the Special Meeting or any adjournment of the Special Meeting.

The ~~amendment~~Board of ~~the ACMC's Bylaws in certain technical respects. 2. The election of five Board members,~~Directors recommends that you vote “FOR” each ~~for a one-year term or until their successors are elected. 3. The ratification of the appointment of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as the our independent auditor.~~ Proposal set forth above.

Who is entitled to vote at the ~~annual meeting~~Special Meeting and how many votes do they have?

Common shareholders of record at the close of business on ~~March 31, 2003~~[●] [●], 2022 may vote at the ~~annual meeting.~~Special Meeting. Each share has one vote. There were ~~_________~~1,676,598 common shares outstanding on ~~March 31, 2003.~~ [●] [●], 2022. For 10 days prior to the Special Meeting, a complete list of shareholders entitled to vote at the Special Meeting will be available for examination by any shareholder for any purpose relating to the Special Meeting during normal business hours at our offices. This list will also be available at the Special Meeting.

How do I vote?

You must be present or represented by proxy at the ~~annual meeting~~Special Meeting in order to vote your shares. ~~Since~~Because many of our shareholders ~~are~~may be unable to attend the ~~annual meeting~~Special Meeting in person, we send proxy cards to all of our shareholders to enable them to vote. However, if you would like to attend in person and need directions to the Company’s offices where the Special Meeting will be held, please contact our Treasurer and Chief Financial Officer, Scott J. Marquis at (952) 252-0909. You may also vote on-line or by telephone by calling toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada

What is a proxy?

A proxy is a person you appoint to vote on your behalf. We are soliciting your appointment of proxies so that your common shares may be voted at the ~~annual meeting~~Special Meeting as you direct without your attendance. If you complete and return the enclosed proxy card, your shares will be voted by your proxy as you instruct on your returned proxy card.

By completing and ~~return~~returning the proxy card, who am I designating as my proxy?

You will be designating Philip J. Myers and Scott J. Marquis as your proxies. They may act on your behalf together or individually and will have the authority to appoint a substitute to act as proxy. 3

How will my proxy vote my shares?

Your proxy will vote according to the instructions on your proxy card. If you complete and return your proxy card but do not indicate your vote on ~~business matters,~~the Proposals, your proxy will ~~vote "FOR"~~vote: “FOR” the ~~approval~~Asset Sale Agreement, the Sale and the Sale Proposal; “FOR” the Plan of Dissolution and the Dissolution Proposal; “FOR” the grant or authority to the Board to adjourn the Special Meeting; and “FOR” transacting such other business as may properly come before the Special Meeting or any adjournment of the amendments to our Bylaws, "FOR" the election of Philip J. Myers, John M. Clarey, Kirbyjon H. Caldwell, Robert O. Naegele, Jr., and Dennis Doyle as Directors and "FOR" the ratification of the appointment of our independent auditors. If you do not complete and return your proxy or vote in person, your failure to vote will be considered an abstention with regard to the proposed amendment to our Bylaws and a vote "FOR" the election of our Board of Directors and the ratification of the appointment of our independent auditors.Special Meeting. We do not intend to bring any other matters for a vote at the ~~annual meeting,~~Special Meeting, and we do not know of anyone else who intends to do so. However, your proxies are authorized to vote on your behalf, using their best judgment, on any other business that properly comes before the ~~annual meeting.~~ Special Meeting.

How do I vote using my proxy card?

Other than attending the ~~annual meeting~~Special Meeting and voting in person, you ~~must~~may vote by ~~mail.~~mail, online or by phone. To vote by mail, simply mark, sign and date the enclosed proxy card and return it in the postage-paid envelope provided. To vote online or by phone, see the instructions above. If you hold your shares through a broker, bank or other nominee, you will receive separate instructions from the nominee describing how to vote your shares.

How do I revoke my proxy?

You may revoke your proxy at any time before your shares are voted at the ~~annual meeting~~Special Meeting by: o Notifying our Corporate Secretary, Philip J. Myers, in writing at 10237 Yellow Circle Drive, Minnetonka, Minnesota 55343, that you are revoking your proxy; o Executing a later-dated proxy card; or o Attending and voting by ballot at the annual meeting.

Notifying our Secretary, Philip J. Myers, in writing at 10400 Yellow Circle Drive, Suite 102, Minnetonka, Minnesota 55343, that you are revoking your proxy;

Executing a later-dated proxy card;

Voting again online or by phone before the applicable deadline; or

Attending and voting by ballot at the Special Meeting.

Is my vote confidential?

Yes, only certain of our ~~employees~~officers will have access to your ~~card.~~ vote.

Who will count the votes?

An officer of ~~American Church Mortgage~~the Company will act as the inspector of election and will count the votes.

What constitutes a quorum?

As of ~~March 31, 2003, _________~~[●] [●], 2022, which is the record date for the Special Meeting, 1,676,598 of our common shares were issued and outstanding. The holders of one-third ~~(1/3)~~ of the shares outstanding and entitled to vote, represented either in person 4 or by proxy, constitute a quorum for the transaction of ~~business.~~business at the Special Meeting. If you sign and return your proxy card or vote online or by phone, you will be considered part of the quorum, even if you withhold your vote. If a quorum is not present at the ~~annual meeting,~~Special Meeting, the shareholders present in person or by proxy may adjourn the ~~meeting~~Special Meeting to a date not more than 120 days after ~~April 30, 2003,~~June [●], 2022 until a quorum is present.

Shares of common stock that are not voted by the broker who is the record holder of the shares because the broker is not instructed to vote and does not have discretionary authority to vote (that is, broker non-votes) and shares that are not voted in other circumstances in which proxy authority is defective or has been withheld will be counted for purposes of establishing a quorum.

If a quorum is not present, the Special Meeting will be adjourned until a quorum is obtained.

In addition, even if a quorum is present, the Board may hold a vote on Proposal No. 3 to adjourn the Special Meeting if, in its sole discretion, it determines that it is necessary or appropriate for any reason to adjourn the Special Meeting to a later date. See “Proposal No. 3 – Granting Authority to the Board to Adjourn the Special Meeting.”

Are the approvals of the Sale Proposal and the Dissolution Proposal interdependent or can only one of them be approved?

The approval of the Sale Proposal and the Dissolution Proposal are independent matters. A vote “FOR” or “AGAINST” either the Sale Proposal or the Dissolution Proposal does not count as a vote “FOR” or “AGAINST the other Proposal. However, the Dissolution Proposal is conditioned upon, and will not be implemented, unless and until the Sale is approved.

The Board believes that the Sale Proposal and the Dissolution Proposal are integral parts of an overall plan for the Company and that approval of each of these Proposals represents the best alternative for the Company and its shareholders as of this time.

What vote is necessary to approve the Proposals?

Although the holders of only one-third of the common shares outstanding and entitled to vote constitute a quorum for the Special Meeting, the holders of at least a majority of our outstanding common shares (that is, the holders of at least 838,300 common shares) are required to approve Proposal 1 (the Asset Sale Agreement, the Sale and the Sale Proposal) and Proposal No. 2 (the Plan of Dissolution and the Dissolution Proposal).

With respect to the other two Proposals, consisting of granting authority to the Board to adjourn the Special Meeting and transacting such other business as may properly come before the Special Meeting, the affirmative vote of the holders of at least a majority of the common shares present in person or by proxy and entitled to vote at the Special Meeting is required to approve such Proposals if a quorum is present at the Special Meeting.

How will my vote be counted?

With respect to ~~the proposed amendments to our Bylaws,~~all four Proposals, you may cast your votes ~~may be cast~~ in favor of or against ~~the proposed amendments,~~each Proposal or you may abstain from the vote. If you abstain from the vote or do not return your proxy card, your abstention or non-vote will have the same effect as a vote against the proposed amendment. Since the proposed amendment to our Bylaws requires the approvalvoting on any Proposal.

What percentage of the ~~holders~~Company’s common shares do the Directors and executive officers own?

As of ~~a majority~~[●] [●], 2022, the members of our Board and executive officers together owned 85,306 shares of our outstanding shares ~~it is very important that you return your proxy card so that your vote is counted. With respect to the election~~ of Directors, votes may be cast in favor of or withheld from one or all nominees. Votes that are withheld will not be included in the vote. With respect to approval of and appointment of our independent auditors, votes may be cast for or against the proposal or the proxy may be instructed to abstain. Abstaining or not returning your proxy is considered a "Yes" vote. What percentage of ACMC's common ~~shares do the directors and executive officers own? Our Board and executive officers beneficially owned ______%~~stock, representing 5.08% of our common ~~shares as of March 31, 2003.~~shares. (See the discussion under the heading ~~"Security~~“Security Ownership of Certain Beneficial Owners and ~~Management"~~Management and Related Shareholder Matters” for more details.)

Who is soliciting my proxy, how is it being solicited and who pays the cost? ~~American Church Mortgage Company~~

ACMC is soliciting your proxy. The solicitation process is being conducted ~~primarily~~ by ~~mail.~~mail and by the internet. However, proxies may also be solicited in person, by telephone or facsimile. Computershare Trust Company, ~~Inc.~~N.A. (“Computershare”), our transfer agent, will be assisting us for a fee, plus reimbursement of ~~approximately $4,900.00, plus~~ out-of-pocket expenses. ~~American Church Mortgage Company pays~~In 2021, we paid Computershare approximately $5,100, which included out-of-pocket expenses, for assisting us with our proxy solicitation in connection with our 2021 annual meeting of shareholders. ACMC will pay the cost of soliciting ~~proxies.~~proxies for the Special Meeting. We will also reimburse stockbrokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of our common ~~shares. Who~~shares in connection with the Special Meeting.

Can I vote on-line over the internet?

We offer to shareholders on-line voting over the internet. You may view and download the proxy materials, including the proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, from our website. The website to view and download this information is www.envisionreports.com/ACMC. References to this website are not intended to and do not incorporate information found on the website into this proxy statement.

Do we have any significant shareholders?

According to a Schedule 13G filed on May 16, 2022 with respect to ACMC’s common shares, we have one shareholder, identified as Booker Enterprises Pty Ltd, who owned 5.1% of our ~~largest shareholder?~~common shares as of May 12, 2022. We ~~have~~know of no ~~shareholders~~other shareholder who ~~beneficially owned~~owns more than 5% of our ~~stock~~common shares as of [●] [●], 2022.

What will happen if the Sale is approved by shareholders?

If the holders of at least a majority of all of the outstanding shares of common stock approve the Sale, and the conditions to closing the Sale as set forth in the Asset Sale Agreement are satisfied or waived, the Company and will sell substantially all of its assets to OSK for cash. As soon as practicable after the closing of the Sale, the Company plans to distribute, in one installment, cash from the Sale, subject to a reserve for remaining costs and liabilities, which the Company anticipates to be in the amount of between approximately $[●] million and $[●] million. The amount and timing of the payment will be determined by the Board in its discretion.

If the shareholders approve the Sale, subject to the satisfaction of the liabilities of the Company and certain assumptions, the Company intends, although there can be no assurance, to provide for an initial distribution of between $[●] million and $[●] million, or approximately $[●] to $[●] per share of common stock. However, no distribution will be made if there is no closing of the Sale. To the extent the closing of the Sale occurs and the initial distribution is made, the Company intends to pay one or more future distributions, but such distribution and amount will depend on the Company’s available cash, after reflecting any reserve for future contingent liabilities, operating costs and any other uses of cash.

Although ACMC’s management believes that the estimates of the liabilities and net proceeds available for distribution to the shareholders are reasonable based on information currently available to the Company, the actual

amounts of such liabilities and resulting net proceeds available for distribution to the shareholders may differ materially from such estimates, thereby affecting the amount available to be distributed to shareholders. The Board currently is not aware of any material items that could give rise to unforeseen tax liabilities or other liabilities or costs not factored into the above estimated liabilities and obligations which would materially reduce the amount of cash available for distribution to shareholders, but there is no assurance this will remain the case.

What will happen if the Sale is not approved by the shareholders?

Under the terms of the Asset Sale Agreement and the MCBA, if ACMC fails to obtain the approval of shareholders of the Sale, the Sale will not occur. If the Asset Sale Agreement is terminated before the Closing Date by either party by providing notice to the other party to the Asset Sale Agreement, the terminating party must pay the non-terminating party a $100,000 Termination Fee.

If You Have Any Questions

If you have any questions or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies:

Computershare Trust Company, N.A.

Shareholders Call Toll Free: [●]

Banks and Brokers Call Collect: [●]

PROPOSAL NO. 1

APPROVAL OF THE ASSET SALE AGREEMENT AND THE SALE OF SUBSTANTIALLY

ALL OF THE ASSETS OF THE COMPANY

At the Special Meeting, the shareholders will be asked to vote upon the Sale Proposal. The affirmative vote of the holders of at least a majority of all shares of ACMC’s outstanding common stock is required to approve the Asset Sale Agreement and the Sale.

The following is a description of the Asset Sale Agreement, a copy of which is included in this proxy statement as Appendix A. The following description does not purport to be complete and is qualified in its entirety by reference to the copy of the Asset Sale Agreement included in this proxy statement as Appendix A. All capitalized terms used and not expressly defined in this proxy statement have the meanings set forth in the Asset Sale Agreement and/or the section of this “Proposal 1 – Approval of the Asset Sale Agreement and the Sale of Substantially All of the Assets of the Company – Asset Sale Agreement – Glossary” beginning on page [●], and Section references in this section of the proxy statement are references to Sections of the Asset Sale Agreement. Shareholders are urged to read the Asset Sale Agreement in its entirety.

Asset Sale Agreement

The Parties. American Church Mortgage Company is the seller of substantially all of its assets under the Asset Sale Agreement.

The buyer under the Asset Sale Agreement is OSK XII, LLC, a Minnesota limited liability company (“OSK”) that is wholly owned by OSP Value Fund III, LP. The entity is managed by O’Brien-Staley Partners (OSP), which operates across four discrete financial business strategies: alternative asset management; market-rate impact investing; nationwide loan servicing; and deposit management. Founded by Jerry O’Brien and Warren Staley in 2010, OSP is imbued with the core credit and fundamental investing discipline, risk management and governance DNA that have long been recognized as hallmarks of their personal and professional brands. OSK’s corporate address is 3948 West 49 ½ Street, Edina, MN 55424. Additional information about OSK can be found at www.osp-group.com, although information on that website is not part of this proxy statement.

Before negotiating and entering into the Asset Sale Agreement, ACMC has not done business with or entered into any other transactions with OSK or any of its affiliates within the preceding two years. OSK is not an affiliate of ACMC and will not become an affiliate of ACMC as a result of the Sale.

Description of the Sale; Purchase Price. Under Section 2, ACMC has agreed to sell to OSK, and OSK has agreed to purchase and accept, all rights, title and interests of ACMC, together with all payment and performance obligations of ACMC, in and under the Assets (including REO and the Bonds described on confidential schedules provided by ACMC to OSK (the “Schedules”). Section 6 provides that the Sale is made without recourse against ACMC or any representation or warranty by ACMC, whether express, implied or imposed by law, of any kind or nature except as provided in Sections 6 and 23 of the Asset Sale Agreement. Section 6 further provides that without limiting the generality of the foregoing, ACMC does not represent, warrant or insure the accuracy or completeness of any information or its sources of information contained in the Review File, Collateral Documents, Assets, Notes, REO, Bonds or Loans (whether contained in originals, duplicate originals, copies, or magnetic media, including computer tapes and disks), including, without limitation, any reports or other information prepared by accountants, engineers, appraisers, environmental consultants or other professionals. Section 6 also provides that ACMC has not, does not and will not make any representations or warranties with respect to the collectability of any Loan or Bond or the value or condition of any Mortgaged Property or REO or collateral securing any Loan or any Bond; and to the extent the Assets, REO or Bonds constitute personal or real property, such property is sold “as is, where is” and without any warranties of any kind or type, and ACMC expressly disclaims any representations or warranties with respect to such property.

Under Section 3, the “Purchase Price” to be paid by OSK to ACMC for the purchase and sale of the Assets and Bonds is $26,100,000 in cash, plus interest due on ACMC’s Secured Investor Certificates. Section 3.2 provides that on the “Closing Date” (as defined below), OSK is to pay to ACMC the amount of the Purchase Price, less all payments received by ACMC on account of the Loans and the Bonds from March 31, ~~2003. 5~~ ~~When are shareholder proposals for~~2022 through the ~~year 2004 shareholder meeting due? Shareholder proposals~~day before the Closing Date, plus approximately $[●] as set forth in one of the Schedules provided by ACMC to ~~be presented~~OSK. Section 3.2 also provides that least two days before the Closing Date, OSK is to deliver to an account owned and controlled by OSK at the ~~2004 Annual Meeting must be submitted~~Bond Trustee $21,976,500, plus interest from April 1, 2022 through the Closing Date or the actual date of redemption of the Secured Investor Certificates, whichever is later. The “Closing Date” means June 30, 2022 or such other date as to which ACMC and OSK may agree in ~~writing~~writing.

Representations and Warranties. Section 6.1 of the contains representations and warranties of ACMC to OSK relating to, among other things, the due organization of ACMC (Section 6.1.1); the authority of ACMC to enter into the Asset Sale Agreement and to perform the Sale and the enforceability of the Asset Sale Agreement against ACMC (Section 6.1.2); the lack of conflicts of the provisions of the Asset Sale Agreement with laws to which ACMC is subject and other agreements and contracts to which ACMC is a party (Section 6.1.3); the absence of any action, suit or proceeding of which ACMC has received actual notice pending against ACMC in any court or by ~~January 3, 2004~~or before any other governmental agency or instrumentality which would materially affect the ability of ACMC to ~~Philip J. Myers, President, at 10237 Yellow Circle Drive, Minnetonka, Minnesota 55343. You should submit~~carry out the transactions contemplated by the Sale Documents (Section 6.1.4); and that no broker or other party is entitled to a commission is involved in connection with the Sale (Section 6.1.5).

Section 6.2 sets forth representations and warranties of ACMC to OSK relating to title to the Assets and the Bonds (Section 6.2.1); the enforceability of the Bonds, Notes and Mortgages against the Obligors, with certain customary exceptions (Section 6.2.2); that, to the best of ACMC’s knowledge, the Obligor has no valid defense that prevents enforcement by the holder thereof of the provisions of the Bonds, Notes or Mortgages, or realization by the holder thereof or its assigns against the Mortgaged Property that arises from applicable local, state or federal laws, regulations or other requirements pertaining to usury and any ~~proposal~~or all other requirement of any federal, state or local law (Section 6.2.3); that, to the best of ACMC’s knowledge, the Loans and the Bonds are not subject to any valid right of rescission, set-off, abatement, diminution, counterclaim or defense that prevents enforcement by ~~a method~~OSK thereof of the provisions of the Bonds, Notes or Mortgages or the realization by OSK or the Bond Trustee thereof against the Mortgaged Property of the intended benefits of such Mortgage and that ~~permits you to prove~~no such claims have been asserted as of the date of ~~delivery to us. (See~~ the ~~discussion under the heading "Shareholder Proposals for the 2004 Annual Meeting of Shareholders" for information regarding certain procedures~~Asset Sale Agreement with respect to such Loan (Section 6.2.3); the information set forth in certain Schedules is true and correct (Section 6.2.4); that except by written instrument or other written documentation contained in the Review File, neither ACMC nor the Bond Trustee nor, to the best of ACMC’s knowledge, any prior holder of the Loans or the Bonds has modified and Notes, Bonds or Mortgages or satisfied, canceled or subordinated the Notes or Mortgages in whole or in part or released all or any material portion of the

Mortgaged Property from the lien of the Mortgages or executed any instrument of release, cancellation or satisfaction (Section 6.2.5); the Notes, Bonds and Mortgages and any documents modifying their terms included in the Review File are true and correct copies of the documents they purport to be and have not been superseded, amended, modified, canceled or otherwise changed except as disclosed in the Review File (Section 6.2.5); except as set forth in a certain Schedule, there is no litigation, proceeding or governmental investigation pending, or any order, injunction or decree outstanding, existing or related to the Assets, Bonds or Mortgaged Property (Section 6.2.9); and neither any Mortgaged Property nor any portion thereof is the subject of, and no Obligor is a debtor in, any state or federal bankruptcy or insolvency or similar proceeding (Section 6.2.10).

Section 5 contains representations and warranties of OSK to ACMC relating to, among other things, the due organization of OSK (Section 5.1); the authority of OSK to enter into the Asset Sale Agreement and to perform the Sale and the enforceability of the Asset Sale Agreement against OSK (Section 5.2); the lack of conflicts of the provisions of the Asset Sale Agreement with laws to which OSK is subject and other agreements and contracts to which OSK is a party (Section 5.3); that OSK’s bid and decision to purchase the Assets and Bonds is based upon its own comprehensive review and independent expert evaluation and analysis of the Review File and other materials deemed relevant by OSK and its agents (Section 5.5); that in entering into Asset Sale Agreement and the other Sale Documents, OSK has not relied upon any oral or written information from ACMC or any of its employees, agents, attorneys or representatives, other than the limited representations and warranties of ACMC contained in the Asset Sale Agreement (Section 5.6); OSK is a sophisticated investor (as that term is used in regulations promulgated under the Securities Act of 1933) who could withstand the loss of the entire Purchase Price (Section 5.7); and no broker or other party entitled to a commission is involved in connection with the transaction (Section 5.10).

OSK also represents to ACMC in Section 5.4 that neither OSK nor any general partner, limited partner, shareholder ~~proposals~~or joint venturer in OSK is involved in any financial difficulties which would impair or prevent a closing pursuant to the Asset Sale Agreement on the Closing Date, and ~~nominations~~OSK has now and will have as of ~~Directors.) 6~~ ~~PROPOSAL 1 AMENDMENT OF BYLAWS As a real estate investment trust (REIT), we~~the Closing Date sufficient liquid assets, capital and net worth to meet its obligations under the Sale Documents and to pay the Purchase Price without any financing or other contingencies.

Conditions Precedent to Closing. Under Section 7, the respective obligations of OSK and ACMC to complete the purchase and sale of the Assets and Bonds pursuant to the Asset Sale Agreement are subject to the ~~Statement~~fulfillment on or before the Closing Date of ~~Policy Regarding Real Estate Investment Trusts promulgated~~each of the following additional conditions to be fulfilled by the ~~North American Securities Administrators Association (the REIT Guidelines)~~other, unless the condition is specifically waived in writing by the party for whose benefit the same is to be fulfilled: OSK and ACMC must have performed all of their respective covenants and agreements contained in the Asset Sale Agreement which are required to be performed by them on or prior to the Closing Date (Section 7.1); all representations and warranties of OSK set forth in Section 5 and of ACMC set forth in Section 6.1 of the Asset Sale Agreement must be true in all material respects at and as of the Closing Date (Section 7.2); all requisite federal, state and local governmental and regulatory approvals relating to the transactions contemplated by the Asset Sale Agreement, if any, must have been obtained (Section 7.3); ACMC must have obtained approval of the Asset Sale Agreement and the transactions contemplated therein by its Board and shareholders (Section 7.4); and, upon the request of OSK or ACMC, the other party must provide certified copies of appropriate resolutions, directions and consents approving the execution and delivery of the Sale Documents and the consummation of the transactions contemplated thereby together with such other certificates of incumbency and other evidences of authority as ACMC or OSK or their respect counsel may reasonably require (Section 7.5).

Performance Covenants of OSK and ACMC. ~~The REIT Guidelines~~Section 8.1 and Section 8.2 contain ~~particular requirements for~~ the ~~contents~~following covenants of OSK applicable during the period up to and ~~provisions of REIT's governing documents,~~ including ~~their articles of incorporation~~the Closing Date and, ~~bylaws. When we qualify our securities~~ in ~~various state~~some cases as described, after the Post-Close Period: including during the Post-Close Servicing Period, OSK will not violate any laws relating to unfair credit collection or foreclosure practices in connection with ~~our public offerings~~the Assets or Bonds, and OSK will indemnify ACMC and hold it harmless from and against any and all claims, demands, losses, damages, penalties, fines, forfeitures, judgments, legal fees and any other costs, fees, and expenses incurred by ACMC as a result of ~~common stock and debt securities,~~a breach by OSK of the ~~securities administrators of those states compare our Bylaws against~~aforesaid warranty or any claim, demand, or assertion that, after the ~~REIT Guidelines. In the course of these state qualifications, we have come to learn that our Bylaws do not comply~~Closing Date, OSK was in any way involved in or had in any way authorized any unlawful collection or foreclosure practices in connection with the ~~REIT Guidelines~~Assets and Bonds transferred to OSK pursuant to Asset Sale Agreement (Section 8.1); and ACMC will submit all Internal Revenue Service Forms and Information Returns for the Assets or Bonds for the period during which it owns the Assets or Bonds (Section 8.2).

Section 8.3 provides that if any Asset or Bond is or becomes subject to any claim, action, lawsuit, foreclosure action, bankruptcy, or other proceeding, administrative or judicial, or similar action filed by or against any Obligor (collectively, “Litigation”), OSK must, within ten days after the Closing Date, provide ACMC and ACMC’s counsel in various technical aspects. Pursuant to Proposal 1, our Board of Directors is requesting our shareholders to approve certain technical amendments to our Bylaws. These amendments to the Bylaws will bring our governing documents into more strict complianceconnection with each such Litigation with the ~~requirements~~name of counsel selected by OSK to represent OSK’s interests in such Litigation. Section 8.3 further provides that OSK must, at its own cost, liability, responsibility and risk, within ten days after the Closing Date, notify the applicable clerk of all applicable courts and all counsel of record that ownership of the ~~REIT Guidelines. The proposed amendments~~subject Asset or Bond was transferred from ACMC to OSK. In addition, OSK must, at its own cost, have its counsel file appropriate pleadings with all applicable courts within ten days after the ~~Bylaws may be summarized~~Closing Date substituting OSK’s counsel for ACMC’s counsel, removing ACMC as ~~follows: 1. Addition~~a party to all Litigation, and substituting OSK as the real party in interest in all such Litigation, such that ACMC will have no further obligation with respect to any such Litigation, including any fees or costs of ~~Definition~~any receiver arising from and after the Closing Date. Under Section 8.3, ACMC will have the right to notify its counsel representing its interests to cease participating in all Litigation upon the Closing Date or any date thereafter. Section 8.3 also provides that OSK irrevocably appoints ACMC’s and ACMC’s agents as the true and lawful attorney of REIT: The REIT Guidelines require that our Bylaws contain a definition of "Real Estate Investment Trust" and "REIT." This proposal would add such definition to the Glossary section of the Bylaws. 2. Conflict of Interest Provisions Applicable to Sponsor: The REIT Guidelines require that a REIT have a "Sponsor." In connectionOSK (which appointment is coupled with our organization, our Sponsor was required to purchase 10% of the REIT's equity interests, up to a maximum of $200,000. Apostle Holdings Corp., a corporation wholly owned by Philip J. Myers, is our Sponsor. The REIT Guidelines further require that our Bylaws contain certain protective provisionsan interest) in the ~~event that we engage~~name, place and stead of, and at the expense of, OSK to take such actions and file such motions and other documents with the court and otherwise as necessary to substitute OSK in ~~transactions with our Sponsor that may give rise~~place of ACMC in all such Litigation, to a conflict of interest. Therefore, the amendments to the Bylaws: o prohibit the Sponsor from voting on certain matters submitted to the shareholders (Section 2.5) o require us to obtain an appraisal from an independent expert if we provide a loan to the Sponsor (Section 3.11(e)) o prohibit us from obtaining a loaneffectuate ACMC’s counsel’s withdrawal as counsel from the ~~Sponsor unless our Board of Directors (including a majority of our independent directors) approves the transaction as being fair, competitive~~Litigation, and ~~commercially reasonable and no less favorable~~ to us than loans between unaffiliated parties under the same circumstances (Section 3.11(e)) o prohibit us from making or investing in mortgage loans that are subordinate to any mortgage or equity interest of the Sponsor 7 o prohibit us from issuing options or warrants to the Sponsor in most circumstances (Section 3.19(i)) o prohibit us from allowing the Sponsor to acquire assets from us unless approved by a majority of our directors (including a majority of our independent directors) as being fair and reasonable to us (Section 3.19(l)) o prohibit us from acquiring property from the Sponsor unless approved by a majority of our directors (including a majority of our independent directors) as being fair and reasonable to us and at a price to us no greater than the cost of the asset to the Sponsor, or if the price to us is in excess of such cost, substantial justification for such excess must exist (Section 3.19(m)) o prohibit us from acquiring property from the Sponsor at a price exceeding its current appraised value (Section 3.19(m)) o limit our indemnificationotherwise effectuate OSK’s assumed obligations with ~~regard~~respect to such Litigation.

Under Section 22, after the Sponsor to instances where certain conditions are met (Section 5.1) o limit our ability to advance funds to the Sponsor where we have an indemnification obligation (Section 5.3) o require us to disclose the terms, factorsClosing Date and ~~circumstances surrounding any transaction between us~~through December 31, 2022, ACMC and our Sponsor (Section 8.8) 3. Limitation on Borrowing. The REIT Guidelines require REITs to include a provision in their governing documents limited the permitted borrowings by the REIT, in most circumstances, to 300% of the REIT's net assets. We propose to add a new paragraph to Section 3.19 of our Bylaws prohibiting us from borrowing in excess of 300% of our net assets, except in the circumstances where greater borrowing is allowed by the REIT Guidelines. 4. Advisory Agreement Requirements. The REIT Guidelines require that our advisory agreement with Church Loan Advisors, Inc. ~~be terminable on sixty days' notice without cause~~(the “Advisor”), which is ACMC’s advisor and ~~without penalty. The REIT Guidelines also require that~~serves as the ~~we include a provision~~service provider for ACMC and Philip J. Myers, will service and administer the Assets and Bonds in the ~~advisory agreement requiring~~same manner as previously serviced by or on behalf of ACMC (except that ACMC must not take any material action without the prior written approval of OSK). Section 22 also provides that on the first Business Day of each month during the Post-Close Servicing Period, OSK must pay the Advisor a ~~terminated advisor take~~monthly servicing fee of $24,000; at the sole cost and expense of OSK, ACMC and the Advisor will cooperate in the appointment of TMI Trust Company as successor bond trustee (or any other substitute or successor bond trustee designated by OSK) with respect to all ~~reasonable steps~~bond issuances; and at the sole cost and expense of OSK, ACMC and the Advisor will cooperate with requests of OSK relating to ~~assist our directors in making an orderly transition~~the transfer of servicing, including, without limitation, by cooperating with any designated successor servicer and cooperating with requests related to ACH authorizations. See “Proposal 1 – Approval of the ~~advisory function. Our advisory agreement~~Asset Sale Agreement and the Sale of Substantially All of the Assets of the Company – Interests of Certain Persons in Matters to be Acted Upon.

Section 21 provides that ACMC agrees to execute and deliver such instruments and take such further actions OSK may request in order to effectuate the purposes and to carry out the terms of the Asset Sale Agreement.

Under Section 3.5, after the Closing Date, ACMC must pay to OSK, promptly after the receipt thereof, the amount of Collections received by ACMC on or after the Closing Date to the extent collected in good funds by ACMC.

No Solicitation by ACMC; Receipt of “Superior Proposal”. Section 26 provides that ACMC will not, and will not authorize or permit any of its affiliates to, directly or indirectly, encourage, solicit, initiate, facilitate or continue inquiries regarding an acquisition proposal. Section 26 further provides that ACMC must, within two Business Days, advise OSK orally and in writing of any acquisition proposal for ACMC or the Assets and Bonds or any inquiry it receives with ~~Church Loan Advisors, Inc. contains provisions~~respect to or which could reasonably be expected to result in an acquisition proposal for ACMC or the Assets and Bonds and the material terms and conditions of such request, including the identity of the person or entity making the proposal. If ACMC receives an acquisition proposal that ~~comply~~ACMC’s Board concludes in good faith, after consultation with ~~the REIT Guidelines. However, our Bylaws do not currently require us~~ACMC’s outside counsel, constitutes a “Superior Proposal” (as defined below), ACMC may, if it determines in good faith, after consultation with outside counsel, take such action is required to comply with ~~these provisions~~its fiduciary duties to its shareholders under applicable law, engage in ~~subsequent agreements. The proposed changes~~negotiations with such third party, and supply such third party with information on ACMC and/or terminate the Asset Sale Agreement as set forth in Section 24 (described below). (See “Proposal 1 – Approval of the Asset Sale Agreement and the Sale of Substantially All of the Assets of ACMC – Asset Sale Agreement – Termination of Asset Sale Agreement.”) Section 26 then obligates ACMC to provide prior written notice to OSK at least two days in advance of its taking any action contemplated by Section ~~3.21~~26 or Section 24 with respect to any Superior Proposal. Section 26 defines the term “Superior Proposal” to mean any bona fide acquisition proposal made in writing (i) that includes consideration that ACMC’s Board in good faith determines is greater than the Purchase Price and otherwise is on terms that ACMC’s

Board has determined in its good faith judgment (after consultation with outside counsel and after taking into account all legal, financial (including the financing terms of ~~our Bylaws make it clear~~such proposal), regulatory and other aspects of the proposal) are more favorable to ACMC’s shareholders from a financial point of view than the Asset Sale Agreement; (ii) with respect to which ACMC’s Board has determined in good faith (after consultation with outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) is reasonably likely to be consummated (if accepted); and (iii) that is not subject to any financing or due diligence conditions.

Termination of Asset Sale Agreement; Termination Fee. Section 24 provides that the Asset Sale Agreement may be terminated at any time under the following conditions: at any time prior to the Closing Date, by either OSK or ACMC by providing written notice to the other party; at any time prior to the Closing Date, by the mutual written consent of OSK and ACMC; or after December 31, 2022, by either OSK or ACMC by providing written notice to the other party if the closing has not occurred by December 31, 2022.

Section 24 also provides that if either OSK or ACMC terminates the Asset Sale Agreement before the Closing Date by providing written notice to the other party, then the terminating party must pay a $100,000 Termination Fee by wire transfer in immediately available funds within two Business Days of such termination to the non-terminating party and that upon termination of the Asset Sale Agreement, OSK and ACMC each must bear its own costs and expenses.

Transfer of Assets and Bonds; Closing Documents. Under Section 4.1, not later than the Business Day prior to the Closing Date, ACMC must deliver to OSK (i) a Bill of Sale selling, assigning, transferring and conveying to OSK all rights, title and interests of ACMC in and to and under the Loans; (ii) the original Notes, or affidavits of lost Notes, endorsed by ACMC by allonge; (iii) the original Bonds, to the extent in existence, and bond powers necessary to transfer title to the Bonds to OSK; (iv) assignments of Mortgages; and (v) a Deed selling, assigning, transferring and conveying to OSK all rights, title and interests of ACMC in, to and under the REO, all on the terms set forth in the Asset Sale Agreement (collectively, the “Closing Documents”). Section 4.1 also provides that the endorsements and assignments included in the Closing Documents will be without recourse, representation or warranty of any kind or nature, and such qualifying language on the endorsements and assignments will not affect, limit or enlarge the obligations of ACMC and the rights, remedies and recourse of OSK under the Asset Sale Agreement.

Under Section 4.4, to and after the closing, to the extent prepared by OSK, ACMC must execute, and acknowledge, if appropriate, for delivery to OSK one or more additional documents to the extent required by applicable public recording or filing laws to transfer to OSK the rights, title and interests of ACMC in, to and under the purchased Assets and Bonds (collectively, “Separate Assignments”); the Separate Assignments must be without recourse, representation or warranty of any kind or nature; such qualifying language on the Separate Assignments will not affect, limit or enlarge the obligations of ACMC and the rights, remedies and recourse of OSK under the Asset Sale Agreement; OSK must prepare and furnish any and all further Separate Assignments, if necessary, in form satisfactory to ACMC; and OSK must promptly file or record each Separate Assignment, at its sole cost and expense.

Section 4.5 provides that at the request and sole cost and expense of OSK, ACMC must cooperate with OSK in executing written requests to each hazard, casualty and liability insurer, and to the writing agent for each flood hazard insurer, issuing a policy of insurance obtained by an Obligor with respect to the Assets and Bonds, requesting an endorsement of its policy of insurance effective on the Closing Date adding OSK as the mortgagee, the loss payee and/or an insured named therein, as the case may be, together with instructions that such endorsement be forwarded directly to OSK, with a copy to ACMC. Under Section 4.5, each such request must be prepared by OSK at its sole cost and expense, and any additional premium or other charge in connection therewith must be paid by OSK. Under Section 4.5, OSK is not entitled to be added to or acquire an interest in any policy of insurance obtained by ACMC. Section 4.5 provides that any ~~advisory agreement~~loss on or after the Closing Date either to which we become party must be terminable on sixty days' notice without cause and without penalty. They further clarify that any advisory agreement must include a provision requiring that a terminated advisor take all reasonable stepsan Obligor, OSK or to ~~assist our directors in making an orderly transition~~the value or collectability of the ~~advisory function. 5. Annual Reporting Requirements. The REIT Guidelines require~~Assets and Bonds due to ACMC’s cancellation of collateral or real property risk insurance or its failure to identify OSK as loss payee, mortgagee or other insured is the sole responsibility of OSK; and that ~~we include~~to the extent the Assets or Bonds constitute personal or real property, ACMC expressly disclaims any obligation to provide title insurance, pay property taxes, or pay any related transaction taxes or other fees.

Survival of Representations and Warranties; Indemnification; Limitations of Damages. Under Section 16, each and every covenant made by OSK or ACMC in the Asset Sale Agreement will not survive the closing and will merge into the Closing Documents, provided, however, that ACMC’s representations and warranties set forth in Section 6.2 will be independently enforceable for a ~~provision~~30-day period following the Closing Date, after which time no claim for breach of Section 6.2 may be made.

Section 25 provides that with respect to any Proceeding brought by someone other than a party to the Asset Sale Agreement against one or more of the Seller Indemnitees and that in ~~our Bylaws requiring our directors~~any way directly or indirectly relates to ~~take reasonable steps~~the Assets, Bonds or REO acquired by OSK after the Closing Date, OSK must indemnify those Seller Indemnitees against all indemnifiable Losses arising out of such Proceeding.

Under Section 23, neither party will be liable to ~~insure~~the other party for any consequential, special or punitive damages. Also under Section 23, if ACMC fails to consummate the sale of the Assets and the Bonds upon the terms and conditions set forth in the Asset Sale Agreement, OSK's sole remedy will be for specific performance or for the refund of any sums previously received by ACMC from the OSK. If, after the Closing Date, ACMC breaches any representation or warranty set forth in Section 6 which has not expired, OSK is to give written notice to ACMC within 30 days of discovery of such breach, and ACMC will have the right to cure such breach during a period of 90 days after receipt of such notice; if such breach or failure is not duly cured within such 90-day period, or not waived or consented to in writing by OSK, ACMC must elect, in its sole discretion, to either (i) repurchase the Assets and Bonds at the Repurchase Price, or (ii) to pay to OSK’s the actual damages of OSK directly caused by such breach, up to an amount not exceeding the Repurchase Price. OSK’s remedies set forth in Section 23 will be the exclusive remedies of OSK, and OSK will not be entitled to any other rights, remedies or other relief, at law or in equity, for ACMC’s breach of any representation, warranty or covenant set forth in the Asset Sale Agreement.

Other Provisions of the Asset Sale Agreement. Section 14 provides that ~~our annual 8~~ ~~reporting requirements~~the Asset Sale Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits of the Asset Sale Agreement is binding upon, and will inure to ~~our shareholders are met. The required provision has been added~~the benefit of, ACMC and OSK and their respective heirs, executors, administrators, representatives, successors, and assigns. Section 14 further provides that notwithstanding anything in the Asset Sale Agreement to the contrary, OSK agrees not to assign its rights under the Asset Sale Agreement without the prior written consent of ACMC, except that OSK may assign its rights under the Asset Sale Agreement to an affiliate of OSK, and, in the event of any assignment, both OSK and the assignee will be jointly and severally liable under the Asset Sale Agreement.

Under Section ~~8.8. 6. Choice~~17, the Asset Sale Agreement is governed by and construed in accordance with the laws of ~~Law. Our~~the State of Minnesota, without giving effect to any choice of law or conflict of laws provision contained in Article 18 improperly referenced an "agreement and certificates." This change clarifies that the Bylaws are subject to Minnesota law. PROPOSAL 2 ELECTION OF DIRECTORS Pursuant to our Bylaws, the Board has fixed at five the number of directors to be elected at the annual meeting. Unless otherwise indicated thereon, the proxy holders will vote for the electionor rule (whether of the ~~nominees listed below to serve until~~State of Minnesota or any other jurisdiction) that would cause the ~~next annual meeting of shareholders and until their successors are elected and qualified. All nominees are members~~application of the ~~present Board. If~~law of any ~~nominee is unavailable for election to~~jurisdiction other than the ~~Board,~~State of Minnesota.

Under Section 18, the ~~holders~~Asset Sale Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of ~~proxies will vote for a substitute. Management has no reason to believe~~OSK and ACMC.

Section 19 provides that ~~any of~~except as otherwise set forth in the nominees will be unable to serve if elected to office. The five nominees who receive the highest number of votes will be elected as directors. The Board recommends a vote FOR the election of each of the nominees listed below. Nominees The following table sets forth certain information regarding the nominees.
Director Name Age Biographical Summary Since - ------------------------------ ------- ---------------------------------------------------------------- ----------------- ~~Philip J. Myers 46 Mr. Myers has been our President, Treasurer~~Asset Sale Agreement, all fees and Secretary 2001 since April 2001 and a director of ACMC since October 2001. He has also served as President, Treasurer, shareholder and a director of our advisor, Church Loan Advisors, Inc. since 1994, President, Secretary, and a director of our underwriter, American Investors Group, Inc. since 1996, and of its parent company, Apostle Holdings Corp. since 2000. Mr. Myers has been an officer of the underwriter and directly engaged in church mortgage lending since 1989. He earned his bachelor of arts degree in political science in 1977 from the State University of New York at Binghamton and his juris doctor degree from the State University of New York at Buffalo School of Law in 1980. From 1980 to 1982, Mr. Myers served as an attorney in the Division of Market Regulation of the U.S. Securities and Exchange Commission in Washington, D.C. and, 9 from 1982 to 1984, as an attorney with the Division of Enforcement of the Securities and Exchange Commission in San Francisco. From August, 1984 to January 1986, he was employed as an attorney with the San Francisco law firm of Wilson, Ryan and Compilongo where he specialized in corporate finance, securities and broker-dealer matters. From January 1986 to January 1989, Mr. Myers was engaged as Senior Vice-President and General Counsel of Financial Planners Equity Corporation, a 400 broker securities dealer formerly located in Marin County, California. He became affiliated with American Investors Group, Inc. in 1989. He is a member of the New York, California (inactive status) and Minnesota State Bar Associations. Mr. Myers holds General Securities Representative and General Securities Principal licenses with the National Association of Securities Dealers, Inc. John M. Clarey 61 Mr. Clarey has served as an independent director since 1994 September 1994. Since May 2001, Mr. Clarey has been an independent private investor. From January 1992 until May 2001, he was employed in high level management positions at Miller & Schroeder Financial, Inc., a Minneapolis, Minnesota based investment banking firm, and NASD-member broker-dealer. From February 1991 through December 1991, Mr. Clarey was a general partner of Clarepoint Partners, LP, a private venture capital firm, of which he was one of the founders. From July 1989 to February 1991, he was a Senior Vice President of Miller, Johnson & Kuehn, Incorporated, a Minneapolis-based investment banking firm specializing in municipal and corporate finance. From September 1965 to November 1970, he was employed as Executive Vice President of Keenan & Clarey, Inc., a Minneapolis broker-dealer specializing in structuring and development of corporate debt issues and financings for churches and other non-profit corporations. During his career in the securities and finance industry, Mr. Clarey has been active as a senior officer and director of local, regional, and national trade and professional associations and has served as a volunteer officer and director of various charitable organizations. He graduated from Marquette University, Milwaukee, Wisconsin (1963) with a B.A. in economics. 10 Kirbyjon H. Caldwell 49 Mr. Caldwell has served as an independent director of ACMC 1994 since September 1994. He has been Senior Pastor of Windsor Village United Methodist Church in Houston, Texas since January 1982. The membership of Windsor Village is approximately 14,400. Mr. Caldwell received his B.A. degree in Economics from Carlton College (1975), an M.B.A. in Finance from the University of Pennsylvania's Wharton School (1977), and his Masters in Theology from Southern Methodist University School of Theology (1981). He is a member of the Boards of Directors of JP Morgan Chase--Texas, Continental Airlines, National Children's Defense Fund, Baylor College of Medicine, Greater Houston Partnership and the American Cancer Society. He is also the founder and member of several foundations and other community development organizations. Robert O. Naegele, Jr. 63 Mr. Naegele has served as an independent director since 1994 September 1994. Mr. Naegele's professional background includes advertising, real estate development and consumer products, with a special interest in entrepreneurial ventures and small developing companies. Most recently, he led a group of investors to apply for, and receive an NHL expansion franchise, the Minnesota Wild, which began play in the Xcel Energy Center in St. Paul, Minnesota, in October 2000. Dennis J. Doyle 50 Mr. Doyle has served as an independent director since 1994 September 1994. He is the majority shareholder and co-founder of Welsh Companies, Inc., Minneapolis, Minnesota, a full-service real estate company involved in property management, brokerage, investment sales, construction and commercial development. Welsh Companies was co-founded by Mr. Doyle in 1980, and has over 350 employees. Mr. Doyle is the recipient of numerous civic awards relating to his business skills. He also is a member of the post board of directors of Rottlund Homes and Hope For the City. 11
How does the Board operate? During 2002, the Board of Directors had four meetings. All Directors attended more than 75% of the meetings. The Board has no audit committee, compensation committee or executive committee. However, our independent directors, John M. Clarey, Dennis J. Doyle, Kirbyjon H. Caldwell and Robert O. Naegele, Jr. meet annually as a committee of independent directors to review and approve the advisory agreement between ACMC and the Advisor. How are directors compensated? We pay each independent director $500 for each board meeting attended ($400 for telephonic meetings), limited to $2,500 per year. In addition, we reimburse directors for travel expenses incurred in connection with ~~their duties~~the Asset Sale Agreement and the transactions contemplated under the Asset Sale Agreement, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses.

Board Approval; No Fairness Opinion. On May 26, 2022, the Board of ACMC unanimously approved and authorized the Asset Sale Agreement and the Sale. The Board did not receive a fairness opinion as to the fairness of the Purchase Price, as adjusted, to ACMC’s shareholders from a financial point of view.

Glossary. Unless otherwise expressly defined in this proxy statement, the following terms as used in the Asset Sale Agreement have the following meanings:

“Assets” means each of the Loans and the REO and all servicing rights associated with the foregoing, as of the Closing Date, identified on a Schedule.

“Bonds” means the church loan bonds held by ACMC in its inventory as of the Closing Date, identified on a Schedule.

“Bond Trustee” means Herring Bank.

“Business Day” means any day other than a Saturday, Sunday or national holiday.

“Collateral Document” means the Mortgages, any assignments of leases and rents, security agreements, financing statements, guaranties, and other agreements or documents, whether an original or a copy and whether or not similar to those enumerated, evidencing, securing, guarantying or otherwise documenting or giving notice of the Loans or the Bonds and any performance or payment obligations with respect thereto or any document evidencing ownership in any asset that was acquired in connection with a foreclosure, deed-in-lieu of foreclosure or otherwise in connection with the resolution of a Loan or a Bond, and title insurance policies insuring the ownership or liens thereof, provided, however, that the term “Collateral Document” expressly excludes the Notes.

“Collections” means all payments, proceeds and/or awards, actually received by ACMC on account of the Assets, REO or Bonds, in cash, including checks which have been reduced to good funds, for current application to the indebtedness of the Obligor under the Loans or the Bonds, whether or not so applied and, if so applied, whether applied to principal, interest, fees, or any other such indebtedness.

“Deed” means an executed deed, in recordable form, sufficient to convey insurable title to an REO in accordance with the laws of the jurisdiction where it is located.

“Excluded Information” means information or documentation excluded from the Review File or redacted from documents left in the Review File relating to the Assets, the Bonds, or the Obligors including internal memoranda and officer comments, attorney-client correspondence or other information from attorneys or prepared in anticipation of litigation, personal tax returns, and any documents prepared by or for the use of ACMC regarding the valuation of the Assets and the Bonds.

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending a Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, and attorneys’ and other professionals’ fees and disbursements.

“Loans” means the loan obligations and debts evidenced by the Notes and includes (a) the Notes; (b) all rights to payment and other rights, title and interests of ACMC in, to and under the Notes, specifically including, all accrued interest and late charges; (c) each Collateral Document; (d) all rights, title, interests, powers, liens or security interests of ACMC in, to or under each Collateral Document, including without limitation claims and rights to and interests in proceeds of hazard or casualty insurance covering collateral securing such Loan and awards in eminent domain and condemnation proceedings affecting such collateral; (e) all Collections received by ACMC on or after the Closing Date and then or thereafter actually collected in good funds; (f) any right, claim or cause of action, and any liability or counterclaim associated therewith, arising out of or in connection with litigation pending, if any; (g) any judgment or execution based upon the Notes or any Collateral Document, to the extent attributable thereto, and any lien arising from any such judgment or execution; and (h) all other documents held by ACMC contained in the Review File with respect to the Loans.

“Loss” means any amount awarded in, or paid in settlement of, any Proceeding, but excluding Litigation Expenses.

“Mortgages” means each mortgage, deed of trust or other similar instrument, if any, securing the Notes or the Bonds, including, without limitation, all modifications, restructurings, extensions consolidations and amendments thereof.

“Mortgaged Property” means the real property covered by the Mortgages.

“Notes” means each promissory note or other instrument evidencing indebtedness or other asset as listed on a Schedule, including, without limitation, all modifications, restructurings, extensions, consolidations and amendments thereof.

“Obligor” means the maker, co-maker of the Notes or the Bonds and any guarantor, surety or other primary, secondary or other party obligated with respect to the Loans or the Bonds or any performance or payment obligation in connection therewith, and any other party who has granted collateral for or whose property or any part thereof is subject to any encumbrance securing the Loans or the Bonds or any performance or payment obligation in connection therewith.

“Post-Close Servicing Period” means July 1, 2022 to December 31, 2022.

“Proceeding” means any judicial, administrative, or arbitration suit, claim, investigation or proceeding.

“REO” means any Asset identified as REO by a “yes” in the REO Flag on the Loan Schedule, which is a Mortgaged Property acquired by ACMC through foreclosure, deed-in-lieu of foreclosure or otherwise, if any, which is identified on a Schedule, and to the extent transferable by ACMC, all right, title and interest of ACMC relating thereto, including, without limitation, any of ACMC’s right, title and interest in and to all easements, covenants and other rights related to such REO; all fixtures, equipment and other personal property which on the Closing Date are placed in or attached to such REO, to the extent transferable; and any deficiency claims, judgments, or similar rights.

“Representative” means, with respect to an entity, any of that entity’s directors, officers, employees, agents, consultants, advisers, and other representatives.

"Repurchase Price" means with respect to the Assets and Bonds, the price to be paid by ACMC for such Assets and Bonds if repurchased from OSK pursuant to the terms of the Asset Sale Agreement, which will be computed as follows: (a) the Purchase Price for such Assets or Bonds paid by OSK as set forth on the settlement statement; minus (b) all amounts paid by any Obligor or otherwise received or collected by OSK in respect of the Assets and the Bonds between the Closing Date and the repurchase date (whether characterized as principal, interest, principal and interest, fees, expenses, proceeds and any other payment of every kind and nature), which amounts must be evidenced and certified by OSK to ACMC as true and accurate; minus (c)any diminution in the value of the Assets or Bonds since the Closing Date attributable to the action, omission or fault of OSK; plus (d) all (i) reasonable amounts paid by OSK in good faith to third parties to collect principal, interest and other amounts due under the Loans or Bonds or to sell or lease REO, (ii) commercially reasonable advances made by OSK to third parties in order to preserve the value of REO or to protect the security of its collateral and other advances made by OSK pursuant to the Collateral Documents, in each case from the Closing Date to the repurchase date (as evidenced by invoices and canceled checks), and (iii) all accrued and unpaid interest from the Closing Date through the repurchase date on the Assets and the Bonds.

“Review File” means all instruments and documents, in the files of ACMC pertaining to the Assets or the Bonds, including without limitation, the Notes, the Bonds and any Collateral Documents and any loan summaries prepared by the ACMC, but excluding any Excluded Information.

“Sale Documents” means the Asset Sale Agreement and all attachments to the Asset Sale Agreement, and all other instruments, agreements, certificates and other documents at any time executed and delivered by or on behalf of ACMC or OSK in connection with the sale of the Assets and the Bonds.

“Secured Investor Certificate” means ACMC’s secured investor certificates.

“Seller Indemnitee” means ACMC, any affiliate of ACMC, including, without limitation, the Advisor, each Representative of any of the foregoing, and each successor and assign of any of the foregoing.

Background of the Sale

Entering into the Asset Sale Agreement is the result of an extensive review by the Board of various strategic alternatives available to the Company. The Board determined that the proposed Sale would maximize value for the shareholders.

OSK is wholly owned by OSP Value Fund III, LP, which does business as “O-Brien Staley Partners” (“OSP”). OSP is a local investment firm with an existing church loan/bond inventory with whom senior officers of ACMC have had periodic contact (but no business relationship) for approximately 10 years. An initial conversation regarding the purchase of ACMC or ACMC’s portfolio or loans and bonds occurred sometime in late September 2021 during an informal meeting. ACMC commenced the discussion by stating that ACMC was beginning to consider efforts to locate an acquisition candidate who could buy the Company and perhaps scale its church lending activity, building on the current portfolio and trade name of ACMC. ACMC understood that its prospects to obtain additional capital were not good at the time. The Company advised OSP that ACMC’s alternatives were essentially relegated to entering a wind-down phase where principal pay-down on loans over time would be applied to retire debt. Several significant bond positions in the portfolio were not performing since the commencement of the COVID-19 pandemic in early 2020, and without the approximately $110,000 of cash flow per quarter from those bonds, ACMC had not been able to pay dividends to its shareholders. ACMC did have preliminary conversations with other potential purchasers about a portfolio sale in the early summer of 2021. However, those discussions ceased shortly thereafter, and no other candidates were on the horizon.

OSP phoned ACMC within a couple weeks of the initial informal meeting and said they would like to learn more about the specifics of the ACMC’s portfolio. Information was shared subsequently pursuant to a nondisclosure agreement. ACMC’s portfolio was analyzed by OSP, and, on December 15, 2021, OSP met with ACMC’s executive officers at OSP’s office to review the Company’s records of loans and bonds and to ask specific questions. Subsequently, there were several calls between OSP and ACMC in which ACMC answered further questions regarding the loan/bond portfolio and the status of particular positions. In late February 2022, OSP submitted an initial term sheet to ACMC for acquisition of only the Company’s loan and bond portfolio for approximately $24,900,000. Further delay occurred due to the fact that the portfolio information provided by ACMC to OSP had to be adjusted due to intervening pay-offs of some loans/bonds in January 2022. The initial proposal was rejected by ACMC due an inadequate return to shareholders after debt retirement and accounting for estimated transaction costs and other expenses. The offer was subsequently improved by OSP, but was again rejected by ACMC as inadequate. A final offer was received on or about May 3, 2022, which formed the basis for the final Asset Sale Agreement which provides for a purchase price of $26,100,000. With the only prospect of slowly winding the Company down by applying principal pay-down revenue to debt reduction, and key components of the bond portfolio not performing, the current offer, which allows the Company to retire its Secured Investor Certificate indebtedness of $21,976,500 at par, issue a liquidating dividend to shareholders, and conclude operations, the offer was considered the best course available. Also considered was the fact that the Company’s public accountants had withdrawn following issuance of the audit report in the spring of 2022 due to the accountant’s inability to accurately value the non-performing/under-performing components of the bond portfolio, due in large part to the absence of a market for these church bonds and the accountant’s inability to obtain meaningful status information from the Bond Trustee. The prospect of finding a new registered public accounting firm under these circumstances is a difficult undertaking, and the Board unanimously approved OSP’s final offer as contained in the final Asset Sale Agreement.

Prior to execution of the Board resolutions dated May 26, 2022, the Company’s legal counsel reviewed material terms of the draft Asset Sale Agreement with the Board. The Board further discussed the process of seeking shareholder approval of the Sale, the Asset Sale Agreement, the Plan of Dissolutions, and the Dissolution Proposal. The Board discussed the terms of the proposed transactions and, after further discussion, the Board unanimously adopted resolutions declaring the Sale, Asset Sale Agreement, the Dissolution, and the Plan of Dissolutions to be advisable and in the best interests of the Company’s shareholders and recommending that the shareholders vote in favor of each Proposal.

On May 27, 2022, the Company and OSK signed the Asset Sale Agreement and ACMC filed a Current Report on Form 8-K with the Securities and Exchange Commission, or the “SEC,” announcing the Asset Sale Agreement. As of the date of this proxy statement, we have not had any other communication, indication of interest or offer from any other potential purchaser of our ~~directors. As~~business or assets since we first publicly announced the Asset Sale Agreement with OSK on May 27, 2022.

Reasons for the Sale and the Dissolution

Our Board determined that the Sale and the dissolution under the Plan of Dissolution was advisable and fair to, and in the best interests of, the Company and its shareholders and approved the Sale Proposal and the Dissolution Proposal. The Dissolution Proposal is discussed in more detail in the section of this proxy statement entitled “Proposal No. 2 -- Approval of the Voluntary Liquidation and Dissolution of the Company pursuant to the Plan of Dissolution, a ~~non-independent director, Philip J. Myers receives~~Copy of Which is Attached as Appendix B to this Proxy Statement.” Our Board recommends that shareholders vote “FOR” approval of the Sale Proposal at the Special Meeting.

In reaching its decision to approve the Asset Sale Agreement and to recommend that shareholders vote to approve the Sale, the Board, in consultation with the Company’s advisors and management, considered a number of factors, including, but not limited to, the other factors described elsewhere in this proxy statement as well as the following factors:

the amount of the consideration to be received by ACMC under the Asset Sale Agreement;

the Sale is the result of an active, lengthy and thorough evaluation of strategic alternatives reasonably available to ACMC and our shareholders, including the alternative of retaining our current business based upon:

o the Board’s knowledge of the nature of our business and of the current and prospective competitive, economic, regulatory and operational environment in the church mortgage industry;

o our history of operating losses and challenges faced by AMC as well as the Board’s understanding of, and discussions with management regarding, historical and potential performance of ACMC;

the expiration of most of ACMC’s representations and warranties at closing and the limitation of the survival period applicable to ACMC’s representations and warranties in Section 6.2 to 30 days following the Closing Date, and OSK’s agreement to indemnify the Seller Indemnitees as provided in Section 25 of the Asset Sale Agreement described above;

the Board’s understanding of and familiarity with, and discussions with our management regarding, the business, operations, management, financial condition operating losses and potential future business prospects for the Company (as well as the risks and costs involved in pursuing those prospects);

our inability to pursue acquisitions, and the lack of any discussions with or inquiries by any acquisition or merger candidates;

our assessment of what prospective buyers are willing to pay for our assets, the likelihood of closing a transaction with them, and the conditions they have imposed;

the review by our Board with our legal counsel of the structure of the Sale;

the ability of our Board, pursuant to the terms of the Asset Sale Agreement, to evaluate any unsolicited or unencouraged alternative acquisition proposals that we may receive, and our ability to terminate the Asset Sale Agreement (and pay a termination fee upon certain circumstances) if the Board determines in good faith that an alternative acquisition proposal is or is reasonably likely to lead to a Superior Proposal, consistent with the Board’s fiduciary obligations;

the likelihood that the Sale will be completed, including the reasonableness of the conditions to the Sale and the likelihood that the shareholder approvals necessary to complete the Sale will be obtained; and

that the Sale was subject to approval of holders of at least a majority of the outstanding shares of our common stock, and that if such shareholders did not approve of the transaction terms, the Sale would not close.

Our Board also considered potential drawbacks or risks relating to the Sale, including the following risks and potentially negative factors, but determined that these potential risks and factors were outweighed by the expected benefits of the Sale:

the fact that the assets being sold to OSK includes all our substantially all of our assets;

the fact that the Sale must be completed by December 31, 2022 and that the Special Meeting to approve the Sale must occur by such date;

the risks and costs to ACMC if the Sale does not close, including the diversion of management and employee attention and disruption in our business relationships;

the fact that under the terms of the Asset Sale Agreement, we have to pay OSK the Termination Fee of $100,000 if we terminated the Asset Sale Agreement before the Closing Date; and

that certain of our officers and directors may have interests with respect to the Sale in addition to their interests as shareholders generally (see “ – Interests of Certain Persons in Matters to be Acted Upon” above).

The foregoing discussion is a summary of the information and factors considered by the Board in its consideration of the Sale. In view of the variety of factors, the amount of information considered and the complexity of these matters, the Board did not find it practicable to, and did not attempt to, rank, quantify, make specific assessments of or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the Board may have given different weights to different factors. The Board considered these factors as a whole, and overall considered them to be favorable to, and to support, its determination to unanimously approve the Sale.

Risk Factors Related to the Sale

For a description of certain risk factors in respect of the business of the Company, see the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The following are additional risk factors ACMC’s shareholders also should carefully consider the risk factors described below with respect to the Sale and the other information contained in this proxy statement and the attached Appendixes.

The Sale, even if approved by the ACMC shareholders, may not be completed.

Asset Sale Agreement. See “Proposal 1 – Approval of the Asset Sale Agreement and the Sale of Substantially All of the Assets of ACMC – Asset Sale Agreement.” There can be no ~~compensation~~certainty, nor can ACMC provide any assurance to its shareholders, that, if even if the shareholders approve the Sale, these conditions will be satisfied or, ~~reimbursements~~if satisfied, when they will be satisfied.

The distribution to shareholders as a result of the Sale and the Plan of Dissolution is subject to a number of risks.

Any distributions made by the Company to its shareholders as a result of the Sale and the Plan of Dissolution, including the timing and amount of such distributions, are subject to a number of risks, including (without limitation) the following:

the timing and amount of distributions to ACMC shareholders cannot be predicted with certainty;

any estimate of the amount available for distribution to shareholders could be reduced if ACMC’s expectations regarding operating expenses, employee retention, costs of satisfying or discharging liabilities are inaccurate;

any estimate of the amount available for distribution to shareholders is based on a number of assumptions, including with respect to administrative and professional expenses incurred by ACMC in the interim, some or all of which may be inaccurate;

any delay in the closing of the Sale will decrease the funds available for distribution because ACMC will continue to be subject to ongoing operating expenses;

ACMC may face lawsuits or other claims, and it may take time to defend or settle any such lawsuits or claims, and any estimates of liability that may arise from such lawsuits or claims may be inaccurate;

ACMC’s shareholders could vote against the Sale, thereby making the Sale impossible and adding great uncertainty as to the ability to make any distribution to shareholders;

the occurrence of certain events, changes or other circumstance could give rise to the termination of the Asset Sale Agreement, which would result in the Sale not being consummated;

the Company may receive a Superior Proposal, the Asset Sale Agreement may be terminated in connection with the Company’s pursuit of such alternative transaction, and that alternative transaction may not be consummated; or

the Sale process may disrupt current plans and operations, which could delay or prevent the Sale.

If, after the closing of the Sale, ACMC breaches its representation or warranty set forth in Section 6 of the Asset Sale Agreement which have not expired and, as a result, must choose to either repurchase the Assets for the Repurchase Price or pay OSK’s actual damages in an amount not exceeding the Repurchase Price as provided in Section 23 of the Asset Sale Agreement, it could reduce or eliminate the amount of cash available to be distributed to ACMC’s shareholders.

The Purchase Price to be paid in connection with ~~his service on~~the Sale in cash is $26,100,000, adjusted as provided in Section 3.2 of the Asset Sale Agreement. Any claims by OSK against ACMC under Section 23 for breaches by ACMC of its representations and warranties under Section 6 of the Asset Sale Agreement which have not expired would reduce or eliminate the amount of cash ultimately available for distributions to ACMC’s shareholders. There can be no assurance that OSK will not make a claim for breach under Section 23 of the Asset Sale Agreement.

ACMC may not receive any competing transaction proposals or Superior Proposals, including as a result of the termination fee payable to OSK.

The Asset Sale Agreement requires ACMC to pay to OSK the $100,000 Termination Fee if ACMC terminates the Asset Sale Agreement before the Closing Date as provided in Section 24(a) of the Asset Sale Agreement, and ACMC could terminate the Asset Sale Agreement if it receives a Superior Proposal. The amount of the Termination Fee may have the effect of causing other potential third-party buyers to not submit a proposal to buy either ACMC or its assets at a higher price or to enter into a more favorable alternative transaction.

Our directors and executive officers may have interests that are different from, or in addition to, those of shareholders generally.

You should be aware of interests of, and the benefits available to, our directors and executive officers when considering the recommendation of our Board of ~~Directors.~~ the Sale. Our directors and executive officers may have interests in the Sale that may be in addition to, or different from, their interests as shareholders. See “Interests of Certain Persons in Matters to be Acted Upon” on page [●].

ACMC will continue to incur the expenses of complying with public company reporting requirements, which could reduce the amount of cash to be distributed to ACMC’s shareholders.

Before and after the Closing Date, we have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act even though compliance with such reporting requirements is economically burdensome. Until ACMC is able to deregister its shares of common stock and suspend its periodic reporting obligations under the Exchange Act, ACMC will remain a reporting issuer and will incur attendant costs relating to filing such reports with the SEC.

Dissenters’ Rights

Dissenters’ rights under Minnesota law are available to shareholders of ACMC with respect to the Sale that is part of Proposal No. 1, which is the Sale Proposal, if the shareholders fully comply with all applicable statutory requirements.

Section ~~16(a) beneficial ownership reporting compliance~~302A.471 of the MBCA provides that any shareholder of the Company may dissent from the Sale of substantially all of the assets of the Company and obtain payment of the "fair value" of his, her or its shares as determined in accordance with Section ~~16(a)~~302A.473 of the MBCA but only if such shareholder complies with all of the provisions of Section 302A.473.

A summary of Sections 302A.471 and 302A.473 of the MBCA, which set forth the procedures for demanding statutory dissenters' rights, is set forth in Appendix A to the Notice of Special Meeting of Shareholders accompanying this proxy statement and incorporated herein by reference. The full text of Sections 302A.471 and 302A.473 is attached to the Notice of Special Meeting of Shareholders as Appendix B.

In particular, ACMC shareholders should be aware that if they vote in favor of Proposal No. 1 and do not change their vote, they will waive their right to exercise dissenters’ rights under the MBCA, and that a vote against Proposal No. 1 will not satisfy the notice requirements under Sections 302A.471 and 302A.473 of the MBCA. In addition, the payment of a dissenting shareholder would reduce the amount of cash available from the Sale for distribution to other shareholders.

The failure to comply strictly with all of the procedures set forth in Section 302A.473 of the MBCA will result in the loss of a shareholder's dissenters' rights. Consequently, any shareholder wishing to exercise dissenters' rights is urged to consult his, her or its own legal counsel before attempting to exercise such rights.

Shareholders considering the exercise of dissenters' rights should be aware that the "fair value" of their shares as determined under Section 302A.473 of the MBCA could be more than, the same as, or less than the portion of the Purchase Price they would receive in the Sale if they did not dissent.

Shareholder Distribution

If the Sale is approved, the timing of any distributions to ACMC’s shareholders upon consummation of the Sale depends on, among other factors, the timing of ACMC performing all of its obligations and requirements after the closing of the Sale and payment of any applicable liabilities and obligations. See “Risk Factors” below.

If the shareholders approve the Sale, subject to the satisfaction of the liabilities of ACMC, the Board intends, although there can be no assurance, to provide for an initial distribution of between $[●] million and $[●] million in the aggregate, or approximately $[●] to $[●] per share of ACMC’s common stock. No distribution will be made if the Sale is not closed. The Board anticipates that an initial distribution will be made after termination of the 30-day expiration period for ACMC’s representations and warranties in Section 6.2 of the Asset Sale Agreement, which begins to run on the Closing Date, and that a second distribution may be made at a later date, assuming the shareholders approve the Sale and the Sale is consummated.

No Regulatory Approval

No federal or state regulatory requirements must be complied with or approval must be obtained in connection with the Sale or the Asset Sale Agreement.

No Going Private Transaction

The Sale will not have the effect of a “going private transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, ~~requires~~which we refer to as the “Exchange Act.” The Sale does not involve the sale of all or substantially all of ACMC’s assets to its affiliate or to a person or entity who will become an affiliate after the Closing Date and thus is not a Rule 13e-3 transaction within the meaning of Rule 13e-3(a)(3)(i) under the Exchange Act.

The Company’s Board of Directors has unanimously approved Proposal No. 1 and

strongly recommends that the shareholders of the Company vote for approval of

Proposal No. 1.

PROPOSAL NO. 2

APPROVAL OF THE VOLUNTARY LIQUIDATION AND DISSOLUTION OF THE COMPANY PURSUANT TO THE PLAN OF DISSOLUTION, A COPY OF WHICH IS ATTACHED AS APPENDIX B TO THIS PROXY STATEMENT

General

At the Special Meeting, the shareholders will be asked to vote upon the Dissolution Proposal to approve the voluntary liquidation and dissolution of ACMC pursuant to the Plan of Dissolution substantially in the form attached as Appendix B. The Plan of Dissolution has been unanimously approved by the Board, and the Board recommends that the ACMC shareholders approve it. The affirmative vote of the holders of at least a majority of all shares of ACMC’s outstanding common stock is required to approve the Dissolution Proposal. Certain material features of the Plan of Dissolution and the applicable provisions of the MBCA are summarized below; however, such summary does not purpose to be complete and is qualified in its entirety by reference to the Plan of Dissolution and the applicable provisions of the MBCA. Shareholders are urged to carefully read the Plan of Dissolution in its entirety.

As a result of closing of the Sale, ACMC will have sold substantially all of its assets. The following is the anticipated chronology of events after, and assuming, ACMC’s shareholders approve the Dissolution Proposal:

ACMC will immediately file its Notice of Intent to Dissolve with the Secretary of State of the State of Minnesota, or “Minnesota SoS”;

ACMC then will cease to carry on its business except to the extent necessary for the winding up of the Company, and ACMC’s corporate existence will continue to exist to the extent necessary to wind up the affairs of the Company until the dissolution proceedings are revoked or ACMC files its Articles of Dissolution with the Minnesota SoS;

ACMC’s Board and officers will proceed as soon as possible to collect or make provision for the collection of all known debts due or owing to ACMC; and with certain exceptions, to pay or make provision for the payment of all known debts, obligations, and liabilities of ACMC according to their priorities;

ACMC will distribute to its shareholders in accordance with the MBCA all tangible or intangible property (which the Board believes will entirely or mostly consist of cash) remaining after the discharge of, or after making adequate provision for the discharge of, ACMC’s debts, obligations, and liabilities – it is anticipated that an initial distribution will be made after termination of the 30-day expiration period for ACMC’s representations and warranties in Section 6.2 of the Asset Sale Agreement, which begins to run on the Closing Date, and that a second distribution will be made at a later date;

As permitted by the MBCA, ACMC will not give notice to its creditors and claimants but instead will file its Articles of Dissolution with the Minnesota SoS at least two years after the date ACMC filed its notice of intent to dissolve, and its dissolution will be effective when the Articles of Dissolution are filed or on a later date within 30 days of the filing date as set forth in the Articles of Dissolution; and

The Minnesota SoS will issue to ACMC or its legal representative a certificate of dissolution stating that ACMC has been dissolved.

With respect to the dissolution procedure described above, we will follow the dissolution and winding up procedures prescribed by the MBCA as described below in further detail under the heading “Minnesota Law Applicable to Our Dissolution” beginning on page [●].

As described above, after filing the Notice of Intent to Dissolve, in accordance with the applicable provisions of the MBCA, the Board will proceed to wind up the Company’s affairs. Authorization of the Dissolution Proposal by the holders of at least a majority of the shares of outstanding stock of ACMC will authorize the sale,

exchange or other disposition in liquidation of all of the remaining property and assets of the Company after the effective time of the dissolution, whether the sale, exchange or other disposition occurs in one transaction or a series of transactions, and will constitute ratification of any and all contracts for sale, exchange or other disposition that are conditioned on shareholder approval.

If shareholders do not approve the Dissolution Proposal, ACMC will continue its corporate existence, and the Board will continue to explore alternatives for returning capital to shareholders.

ACMC’s liquidation, winding up and distribution procedures will be further guided by its Plan of Dissolution, which is attached as Appendix B. You should carefully consider the risk factors relating to our ~~directors,~~complete liquidation and dissolution and described under the heading “Risks Related to The Dissolution” beginning on page [●].

The description of the dissolution contained in this introductory section is general in nature and is subject to various other factors and requirements, as described in greater detail below.

Reasons for the Dissolution

The decision of the Board to seek the approval of the ACMC shareholders of the Dissolution Proposal followed a lengthy process which the Board consulted with management and financial, accounting and legal advisors and carefully considered the risks, timing, viability and potential impact to our shareholders of the alternatives potentially available to us. Based on such consideration and analysis, the Board determined that the Sale, followed by the dissolution pursuant to the Plan of Dissolution is advisable and in the best interests of ACMC and its shareholders.

The Board considered the following factors, among others, in favor of the Sale and the dissolution pursuant to the Plan of Dissolution:

the determination by our Board, after conducting a review of our financial condition, evaluation of potential strategic alternatives, prospects for the sale of ACMC as a whole or the sale of all or substantially all of ACMC’s assets, in individual sales, the results of operations and our future business prospects, that continuing to operate as a going concern is not reasonably likely to create greater value for the shareholders than the value that may be obtained for the shareholders pursuant to the Sale and the dissolution;

the Sale of all or substantially all of the Company’s assets and the dissolution provide our shareholders with an opportunity to potentially monetize their investment in ACMC and allows us to repay all of our existing Secured Investor Certificates in full and distribute the maximum amount of cash to the Company’s shareholders from the Sale;

commencing the dissolution process under the MBCA, including if the Board determines is appropriate, the mailing of notices to claimants and the requirement that claimants respond by a specified date or their claims will be barred, may facilitate an earlier resolution of certain claims against the Company;

the material costs associated with our business operations, including accounting, legal and other expenses in connection with required filings with the SEC and required to support the day-to-day operations ;

the amount of the aggregate net proceeds ACMC will receive from the Sale under the Asset Sale Agreement ;

the Dissolution Proposal is subject to approval by our shareholders and allows shareholders to have a direct vote on whether they concur with the Dissolution Proposal as a favorable outcome for ACMC and its shareholders; and

the terms and conditions of the Plan of Dissolution permit the Board to abandon or delay implementation of the dissolution prior to the filing of the Certificates of Dissolution if it determines that, in light of new proposals presented or changes in circumstances, a dissolution is no longer advisable and in the best interests of the Company and its shareholders.

The Board also considered certain material risks or potentially unfavorable factors in arriving at its conclusion that the dissolution is advisable and in the best interests of us and our shareholders, including, among others:

there are uncertainties as to the timing, nature and amount of any liquidating distributions to shareholders, and the amounts we would ultimately distribute to our shareholders pursuant to the Plan of Dissolution may be substantially less than the amounts we currently estimate if the amounts of our liabilities, other obligations and expenses and claims against us are higher than we currently anticipate;

it is possible that the aggregate liquidating distributions that would be paid to a shareholder under the Plan of Dissolution would not exceed the amount that the shareholder could have received upon sales of its shares of ACMC in the open market;

the disposition of our remaining assets will be subject to corporate-level U.S. federal, state and local tax;

the Board and our executive officers may have interests in the Plan of Dissolution that are different from, or in addition to, the interests of shareholders generally (see the section entitled “Interests of Certain Persons in Matters to be Acted Upon” on page [●] of this proxy statement);

if we fail to create adequate reserves for payment of the amounts ultimately payable in respect of expenses and ~~persons who own more than 10%~~liabilities, creditors may seek recovery from our shareholders, and our shareholders may be required to return to certain creditors some or all of ~~a registered class~~the liquidating distributions;

the fact that, under the MBCA, our shareholders are not entitled to appraisal rights for their shares of common stock in connection with the dissolution;

potential changes in applicable laws (including tax laws) and regulations;

risk of diverting management focus and resources from other strategic options and from operational matters while working to implement the dissolution; and

if the dissolution pursuant to the Plan of Dissolution is approved by our ~~equity securities, to file reports~~shareholders, holders of ~~ownership~~shares of our common stock would generally not be permitted to transfer the shares of common stock after the effective time of the dissolution, and ~~other equity securities~~such lack of liquidity may adversely affect the trading prices of our common stock prior to the effective time of the dissolution.

The preceding discussion is not intended to be an exhaustive description of the information and factors considered by our Board, but it addresses the material information and factors considered. In view of the variety of factors considered in connection with its evaluation of the Plan of Dissolution, our Board did not find it practical and did not quantify or otherwise attempt to assign relative weight to the specific factors considered in reaching its conclusions. In addition, our Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather conducted an overall analysis of the factors described above. In considering the factors described above, individual members of our Board may have given different weight to different factors.

At this time, our Board has considered all of the strategic alternatives the Board has to date considered feasible and has determined that the dissolution is advisable and in the best interests of us and our shareholders. The Board, however, retains the right to consider additional alternatives that may develop and abandon or delay implementation of the Plan of Dissolution should a superior alternative arise before the filing of the Articles of Dissolution with the ~~Securities~~Minnesota SoS.

Estimated Distribution to Shareholders

We estimate that we will have between approximately $[●] million to $[●] million of cash that we will be able to distribute to our shareholders in connection with the dissolution, which implies a per share distribution with an aggregate value of between approximately $[●] and ~~Exchange Commission. Executive officers~~$[●] based on 1,676,598 shares outstanding as of [●] [●], 2022. We cannot predict with certainty the amount of cash available to distribute to our shareholders in connection with the dissolution until such time as we are able to pay or provide for ACMC’s debts, obligations and ~~directors~~liabilities. Calculating such an estimate is inherently uncertain and requires that we make a number of assumptions regarding future events, many of which are ~~required~~unlikely to ultimately be true and are not known at this time. We used the following assumptions when calculating the range of estimated distributable value of cash: (i) we file the Notice of Intent to Dissolve with the Minnesota SoS and implement the Plan of Dissolution shortly after closing of the Sale; (ii) there are no currently unknown or unanticipated material liabilities, and no such liabilities arise or are identified after the filing of the Notice of Intent to Dissolve; (iii) the estimate of the Company’s known, contingent or future liabilities is reasonable and materially accurate, and (iv) the accounting for our liabilities (including those that are presently unknown) is accurate, which involves estimates and complex valuations.

Our estimate of the anticipated distribution amounts are preliminary and subject to change and many of the factors that are necessary to determine how much, if any, we will be able to distribute to our shareholders in liquidation are subject to change and outside of our control. The foregoing estimates are qualified by the assumptions set forth above, are subject to numerous uncertainties, and may not reflect the total range of possible outcomes, and actual amounts may differ materially from such estimates. We have attempted to make reasonable estimates and assumptions, but if any of such estimates or assumptions are inaccurate, the actual amount we distribute to our shareholders may be lower or higher than the estimated range. It is possible that the aggregate liquidating distributions that would be paid to a shareholder under the Plan of Dissolution would not exceed the amount that the shareholder could have received upon sales of its shares of common stock in the open market. It is not possible to predict with certainty what the amount of aggregate liquidating distributions ultimately will be. Although we intend to pursue matters related to our liquidation and winding up as quickly as possible after completion the Sale, the timing thereof is also subject to risks and uncertainties. For a discussion of risks related to the dissolution and the estimates, assumptions and uncertainties related thereto, shareholders are urged to review the risk factors set forth in the section entitled “Risks Related to the Dissolution” beginning on page [●] of this proxy statement and under the caption under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC ~~regulations~~and the other documents we file with or furnish to ~~furnish us with copies~~the SEC. Further, the timing of many elements of this process after our dissolution will not be entirely within our control and, therefore, we are unable to estimate when we would be able to begin making any liquidating distributions to our shareholders. See “Risks Related to The Dissolution” beginning on page [●]. The timing of any distributions to our shareholders after the filing of the Notice of Intent to Dissolve will in large part depend on our ability to pay or make adequate provision for payment of all ~~Section 16(a) forms they file. To ACMC's knowledge,~~of our debts, liabilities and obligations in the manner provided under the MBCA following the filing of the Notice of Intent to Dissolve and our ability to provide for the payment of ACMC’s debts, liabilities and obligations that are not identified or not fixed at the time of the filing of the Notice of Intent to Dissolve. Under the MBCA, before a corporation that has filed a Notice of Intent to Dissolve may make any distributions to its shareholders, it must pay or make reasonable provision to pay all of its ~~insiders~~liabilities and obligations, including all contingent, conditional or unmatured claims known to the corporation. We are unable to currently determine the amount of all liabilities and obligations that we will owe, or the amount of a contingency reserve we will be required to establish, upon the filing of the Notice of Intent to Dissolve. As a result, we cannot determine with any certainty the period of time that may transpire between the filing of the Notice of Intent to Dissolve and any liquidating distributions to our shareholders.

The Plan of Dissolution gives the Board, to the fullest extent permitted by law, the authority to liquidate all of our assets in the manner that is in the best interest of ACMC’s shareholders after the filing of the Notice of Intent to Dissolve.

Minnesota Law Applicable to our Dissolution

ACMC is a corporation organized under the laws of the State of Minnesota, and the dissolution will be governed by the MBCA. The following is a brief summary of some of the MBCA provisions applicable to the dissolution. The following summary is qualified in its entirely by the applicable provisions of the MBCA, in

particular Sections 302A.721, 302A.723, 302A.725, 302A.727, 302A.7291, 302A.731, 302A.734, and 302A.741 of the MBCA,.

Approval of Dissolution. Under Section 302A.721, subd. 2, a Minnesota corporation may be dissolved by giving written notice to each shareholder of the corporation, and the notice must state that a purpose of the shareholders meeting is to consider dissolving the corporation. It further provides that the proposed dissolution must be submitted for approval at a meeting of shareholders and, if the proposed dissolution is approved at a meeting by the affirmative vote of a majority of the voting power of all shares entitled to vote, the dissolution may be commenced.

Filing of Notice of Intent to Dissolve. Section 302A.723, subd 1. provides that if dissolution of the corporation is approved pursuant to Section 302A.721, subd. 2, the corporation must file with the Minnesota SoS a notice of intent to dissolve, and the notice must contain: (a) the name of the corporation; (b) the date and place of the meeting at which the resolution was approved pursuant to Section 302A.721, subd. 2; and (c) a statement that the requisite vote of the shareholders was received, or that the requisite shareholders entitled to vote signed a written action.

Under Section 302A.723, subd. 2, when the notice of intent to dissolve has been filed with the Minnesota SoS, and subject to Section 302A.731 (described below), the corporation must cease to carry on its business, except to the extent necessary for the winding up of the corporation. The shareholders will retain the right to revoke the dissolution proceedings in accordance with Section 302A.731 and the right to remove directors or fill vacancies on the board. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the Minnesota SoS.

Procedure in Dissolution. Under Section 302A.723, subd. 1, when a notice of intent to dissolve has been filed with the Minnesota SoS, the corporation’s board, or the officers acting under the direction of the board, must proceed as soon as possible: (a) to collect or make provision for the collection of all known debts due or owing to the corporation, including unpaid subscriptions for shares; (b) with certain exceptions, to pay or make provision for the payment of all known debts, obligations, and liabilities of the corporation according to their priorities; and (c) to give notice to creditors and claimants under Section 302A.727 or to proceed under Section 302A.7291.

Section 302A.725, subd .3 provides that all tangible or intangible property, including money, remaining after the discharge of, or after making adequate provision for the discharge of, the debts, obligations, and liabilities of the corporation must be distributed to the shareholders in accordance with the Section 302A.551, subd. 4, which governs distributions to shareholders.

Articles of Dissolution; Creditors’ Claims. Section 302A.7291 prescribes the procedure for corporations that have elected not to give notice of the dissolution to its creditors and claimants, and ACMC has elected to follow this procedure. Section 302A.7291, subd. 1 provides that articles of dissolution for a corporation that has not given notice to creditors and claimants must be filed with the Minnesota SoS after: (a) the payment of claims of all known creditors and claimants have been made or provided for; or (b) at least two years have elapsed from the date of filing of the notice of intent to dissolve.

Under Section 302A.7291, subd 2, the articles of dissolution must state as follows: (a) if articles of dissolution are being filed because the payment of claims of all known creditors and claimants have been made or provided for, that this is the case; (b) that the remaining property, assets and claims of the corporation have been distributed among the corporation’s shareholders in accordance with Section 302A.551, subd. 4, which is the provision of the MBCA that applies to the payment of dividends, or that adequate provision has been made for that distribution; and (c) there are no pending legal, administrative, or arbitration proceedings by or against the corporation, or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in a ~~timely manner~~pending proceeding.

Section 302A.7291, subd. 3 provides that if the corporation has paid or provided for all ~~such reports. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Our Advisor Subject~~known creditors or claimants at the time articles of dissolution are filed, a creditor or claimant who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it.

Under Section 302A.7291, subd. 4, if the corporation has not paid or provided for all known creditors and claimants at the time articles of dissolution are filed, a person who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in Section 302A.781.

Revocation of Dissolution Proceedings. Under Section 302A.731, subd 1, a corporation may revoke its dissolution proceedings before the corporation files its articles of dissolution. Section 302A.731, subd. 2 provides that written notice must be given to every shareholder entitled to vote at a shareholders' meeting and must state that a purpose of the meeting is to consider the advisability of revoking the dissolution proceedings. In addition, the proposed revocation must be submitted to the shareholders at the meeting. If the proposed revocation is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, the dissolution proceedings are revoked. Under Section 302A.731, subd. 3, the revocation of dissolution proceedings is effective when a notice of revocation is filed with the Minnesota SoS, and the corporation may thereafter resume business.

Effective Date of Dissolution; Certificate. As provided in Section 302A.734, subd. 1, when the articles of dissolution have been filed with the Minnesota SoS, or on a later date or a later time each within 30 days after filing if the articles of dissolution so provide, the corporation is dissolved. Under 302A.734, subd. 2, the Minnesota SoS must issue to the corporation or its legal representative a certificate of dissolution that contains: (a) the name of the corporation; (b) the date the articles of dissolution were filed with the Minnesota SoS or any later effective date or later effective time stated in the articles of dissolution; and (c) a statement that the corporation is dissolved.

Supervised Voluntary Dissolution. Under Section 302A.741, after the notice of intent to dissolve has been filed with the Minnesota SoS and before a certificate of dissolution has been issued, the corporation or, for good cause shown, a shareholder or creditor may apply to a court within the county in which the registered office of the corporation is situated to have the dissolution conducted or continued under the supervision of the ~~Board~~court as provided in Sections 302A.751 to 302A.781.

Claims Barred; Exceptions. Section 302A.781, subd. 1 provides that except as provided in that Section, a creditor or claimant whose claims are barred under Sections 302A.727, 302A.7291, or 302A.759 includes a person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of ~~Directors, our business~~dissolution proceedings, and all those claiming through or under the creditor or claimant.

Under Section 302A.781, subd. 2, at any time within one year after articles of dissolution have been filed with the Minnesota SoS, or a decree of dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim: (a) against the corporation to the extent of undistributed assets; or (b) if the undistributed assets are not sufficient to satisfy the claim, against a shareholder, whose liability will be limited to a portion of the claim that is ~~managed~~equal to the portion of the distributions to shareholders in liquidation or dissolution received by ~~Church Loan Advisors, Inc. (our "advisor"),~~the shareholder, but in no event may a shareholder's liability exceed the amount which that shareholder actually received in the dissolution.

Section 302A.781, subd. 3 provides ~~investment advisory~~that all known contractual debts, obligations, and ~~administrative services. Church Loan Advisors, Inc.~~liabilities incurred in the course of winding up the corporation's affairs must be paid or provided for by the corporation before the distribution of assets to a shareholder. A person to whom this kind of debt, obligation, or liability is ~~a Minnesota corporation and a wholly-owned subsidiary~~owed but not paid may pursue any remedy before the expiration of ~~Apostle Holdings, Corp. Our advisor renders lending and advisory services solely to us, and administers our business affairs and operations. The following table sets forth~~ the ~~names and positions~~applicable statute of limitations against the officers and directors of the ~~Advisor: Name Position - ----------------------------------- -------------------------------------------~~ corporation who are responsible for, but who fail to cause the corporation to pay or make provision for payment of the debts, obligations, and liabilities or against shareholders to the extent permitted under Section 302A.559. That subdivision does not apply to dissolution under the supervision or order of a court.

Risks Related to the Dissolution

We cannot assure you as to the amount of distributions to be made to our shareholders.

If our shareholders approve the dissolution, we estimate that we will have between approximately $[●] million to $[●] million of cash that we will be able to distribute to our shareholders in connection with the dissolution, which implies a per share distribution of between $[●] and $[●] based on 1,676,598 shares outstanding as of [●] [●], 2022. We cannot predict the timing or amount of any distributions, as uncertainties exist as to the net value of the cash we will receive after the Sale is completed, the ultimate amount of our liabilities, the operating costs and amounts to be set aside for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions. These and other factors make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to shareholders or the timing of any such distributions.

In addition, there are numerous factors that could impact the amount of the reserves to be determined by the Board, and consequently the amount of cash available for distribution to our shareholders following the effective time of the dissolution, including without limitation:

whether any potential liabilities are resolved prior to the filing of the Articles of Dissolution;

whether any claim is resolved or barred pursuant to the MBCA;

unanticipated costs relating to the defense, satisfaction or settlement of existing or future lawsuits or other claims threatened against us;

whether unforeseen claims are asserted against us, in which case we would have to defend or resolve such claims and/or be required to establish additional reserves to provide for such claims; and

whether any of the expenses incurred in the winding-up process, including expenses of required personnel and other operating expenses (including legal, accounting and other professional fees) necessary to dissolve and liquidate ACMC are more or less than our estimates.

In addition, as we wind down, we will continue to incur expenses from operations, such as operating costs, salaries, rental payments, directors’ and officers’ insurance, payroll and local taxes; and other legal, accounting and financial advisory fees, which will reduce any amounts available for distribution to our shareholders.

As a result of these and other factors, we cannot assure you as to any amounts to be distributed to our shareholders if the Board proceeds with the dissolution. If our shareholders do not approve the Dissolution Proposal, no liquidating distributions will be made. See the section entitled “Estimated Distribution to Shareholders” beginning on page [●] of this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our shareholders in the dissolution.

We cannot predict the timing of the distributions to shareholders.

The Board will determine, in its sole discretion, the timing of the distributions to our shareholders in the dissolution. We can provide no assurance as to if or when any such distributions will be made, and we cannot provide any assurance as to the amount to be paid to shareholders in any such distributions. The Board intends to seek to distribute funds to our shareholders as quickly as possible, as permitted by the MBCA, and will take all reasonable actions to optimize the distributable value to our shareholders.

Under the MBCA, before a dissolved corporation may make any distribution to its shareholders, it must pay or make reasonable provision to pay all of its claims, debts and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation. The precise amount and timing of any distributions to our shareholders will depend on and could be delayed or diminished due to many factors, including without limitation:

whether a claim is resolved for more than the amount of reserve established for such claim by our Board;

whether we are unable to resolve claims with creditors or other third parties, or if such resolutions takes longer than expected;

whether a creditor or other third party seeks an injunction against the making of additional distributions to shareholders on the basis that the amounts to be distributed are needed to satisfy our liabilities or other obligations to the extent not previously reserved for;

whether due to new facts and developments, a new claim, as the Board reasonably determines, requires additional funds to be reserved for its satisfaction; and

whether the expenses we incur in the winding-up process, including expenses of personnel required and other operating expenses (including legal, accounting and other professional fees), necessary to dissolve and liquidate ACMC are more than anticipated.

As a result of these and other factors, it might take significant time to resolve these matters, and as a result we are unable to predict the timing of distributions to our shareholders.

The dissolution pursuant to the Plan of Dissolution may be disrupted and adversely impacted by the effects of natural disasters, political crises, public health crises, and other events outside of our control.

Natural disasters, such as adverse weather, fires, earthquakes, power shortages and outages, political crises, such as terrorism, war, political instability, or other conflict, criminal activities, public health crises, such as the continuing COVID-19 pandemic and other disease epidemics and pandemics, and other disruptions or events outside of our control could negatively affect our operations. Any of these events may cause a delay in our targeted timing to file the Notice of Intent to Dissolve or the Articles of Dissolution with the Minnesota SoS.

Our shareholders may be liable to our creditors for part or all of the amount received from us in our liquidating distributions if reserves are inadequate.

If the dissolution becomes effective, we may establish a contingency reserve designed to satisfy any additional claims and obligations that may arise. Any contingency reserve may not be adequate to cover all of our claims and obligations. Under the MBCA, if we fail to create an adequate contingency reserve for payment of our expenses, claims and obligations, each shareholder could be held liable for payment to our creditors for claims brought during the one-year period after we file the Articles of Dissolution with the Minnesota SoS up to a portion of the distributions to shareholders in liquidation or dissolution received by the shareholder, but in no event may a shareholder’s liability exceed the amount which that shareholder actually received in the dissolution. Accordingly, in such event, a shareholder could be required to return part or all of the distributions previously made to such shareholder in dissolution, and a shareholder could receive nothing from ACMC under the Plan of Dissolution. Moreover, if a shareholder has paid taxes on amounts previously received, a repayment of all or a portion of such amounts received could result in a situation in which such repayment does not result in a commensurate refund of such taxes paid.

The directors and officers of the Company will continue to receive benefits from the Company following the dissolution.

Following the effective date of the dissolution, we will continue to indemnify each of our current and former directors and officers to the extent permitted under the MBCA and the Company’s article of incorporation and bylaws as in effect at the time of the filing of the Notice of Intent to Dissolve. In addition, we intend to maintain directors’ and officers’ insurance coverage throughout the wind-down period.

We will continue to incur the expenses of complying with public company reporting requirements.

We have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act, even though compliance with such reporting requirements is economically burdensome. If shareholders vote against the dissolution pursuant to the Plan of Dissolution, we may pursue other alternatives, but there can be no

assurance that any of these alternatives would result in greater shareholder value than the proposed dissolution, and any alternative we select may entail additional risks.

If shareholders do not approve the Dissolution Proposal, ACMC will continue its corporate existence, and the Board will continue to explore what, if any, alternatives are available to return capital to shareholders in a manner intended to maximize value. There can be no assurance that any of these alternatives would result in greater shareholder value than the proposed dissolution pursuant to the Plan of Dissolution. Moreover, any alternative we select may entail additional risks.

Our shareholders will not be able to buy or sell shares of our common stock after we close our stock transfer books.

If the Board determines to proceed with the dissolution, we intend to close our stock transfer books and discontinue recording transfers of our common stock at the effective time of the dissolution as set forth in the Articles of Dissolution. After we close our stock transfer books, we will not record any further transfers of our common stock on our books except by will, intestate succession or operation of law. Therefore, shares of our common stock will not be freely transferable after the effective date of the dissolution.

Shareholders may not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.

Distributions made pursuant to the Plan of Dissolution are intended to be treated as received by a U.S. holder (as defined in “Certain Material U.S. Federal Income Tax Consequences of the Proposed Dissolution” beginning on page [●] of this proxy statement) in exchange for the U.S. holder’s shares of our common stock. Accordingly, the amount of any such distribution allocable to a block of shares of our common stock owned by the U.S. Holder will reduce the U.S. Holder’s tax basis in such shares, but not below zero. Any excess amount allocable to such shares will be taxable as capital gain. Such gain generally will be taxable as long-term capital gain if the shares have been held for more than one year. Any tax basis remaining in a share of our common stock following the final liquidating distribution by the Company will be treated as a capital loss. The deductibility of capital losses is subject to limitations. For a more detailed discussion, “Certain Material U.S. Federal Income Tax Consequences of the Proposed Dissolution” beginning on page [●] of this proxy statement. You should consult your tax advisor as to the particular tax consequences of the dissolution to you, including the applicability of any U.S. federal, state, local and non-U.S. tax laws.

Vote Required

The affirmative vote of the holders of at least a majority of the shares of ACMC’s common stock outstanding on the record date and entitled to vote on the Dissolution Proposal is required to approve the Dissolution Proposal. Abstentions and broker non-votes will be counted towards the tabulation of votes cast on the Dissolution Proposal and will have the same effect as a vote against the Dissolution Proposal.

The Company’s Board of Directors has unanimously approved Proposal No. 2 and

strongly recommends that the shareholders of ACMC vote for approval of Proposal

No. 2.

PROPOSAL NO. 3

granting authority to the Board to adjourn the Special Meeting

At the Special Meeting, we may ask the shareholders to vote on a proposal to adjourn the Special Meeting if necessary or appropriate in the sole discretion of the Board, including to solicit additional proxies for one or more Proposals if there are not sufficient votes at the time of the Special Meeting or any adjournment thereof to approve the Sale Proposal or the Dissolution Proposal for voting at the Special Meeting (the “Adjournment Proposal”). The Adjournment Proposal becomes effective if it receives the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on that proposal at the Special Meeting.

If, at the Special Meeting, the number of shares of common stock present or represented by proxy and voting in favor of the Sale Proposal or the Dissolution Proposal is insufficient to approve those Proposals, then the Board currently intends to move to adjourn the Special Meeting in order to solicit additional proxies in favor of those Proposals. If, at the Special Meeting, the number of shares of common stock present or represented by proxy and voting in favor of any of the Sale Proposal or the Dissolution Proposal is insufficient to approve such Proposal (but where sufficient votes are received to approve the other Proposal), then the Board may take a vote and close the polls on the Proposal which has received the requisite shareholder approval, but adjourn the Special Meeting in order to solicit additional votes solely with respect to the Proposal as to which there are insufficient votes to approve the Proposal. For example, if ACMC has received votes sufficient to approve the Sale Proposal but not the Dissolution Proposal, then the Board may elect to take a vote and close the polls on the Sale Proposal while adjourning the Special Meeting to solicit additional votes with respect to the Dissolution Proposal. This would enable ACMC to proceed with its efforts to complete the Sale even if we elected to adjourn the Special Meeting to seek additional votes to approve the Dissolution Proposal. Voting in favor of the Adjournment Proposal granting the Board the authority to adjourn the Special Meeting will allow the Company to take such actions.

Alternatively, even if there are sufficient shares of ACMC common stock present or represented by proxy voting in favor of the Sale Proposal and the Dissolution Proposal, the Board may hold a vote on the Adjournment Proposal if, in its sole discretion, it determines that it is necessary or appropriate for any reason to adjourn the Special Meeting to a later date and time. In that event, ACMC will ask its shareholders to vote only upon the Adjournment Proposal and not the Sale Proposal or the Dissolution Proposal.

Any adjourned Special Meeting may be convened without additional notice if the adjournment is not for more than 120 days and an announcement is made at the original Special Meeting of the time, date and place of the adjourned Special Meeting.

Any adjournment of the Special Meeting will allow the shareholders who have already sent in their proxies to revoke them at any time before their use at the adjourned Special Meeting. If a vote has been taken and the polls have been closed with respect to any Proposal at the Special Meeting, but where the Special Meeting has been adjourned solely with respect to any Proposal or Proposals, then a shareholder may revoke a proxy only with respect to the Proposal or Proposals as to which the Special Meeting was adjourned.

If we adjourn the Special Meeting to a later date, we will transact the same business and, unless we must fix a new record date, only the shareholders who were eligible to vote at the original Special Meeting will be permitted to vote at the adjourned Special Meeting.

The Board recommends a vote “FOR” the Adjournment Proposal.

FORWARD-LOOKING STATEMENTS

The Notice and this proxy statement contain forward-looking statements (“forward-looking statements”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act regarding the Sale, the approval of matters to be presented to ACMC’s shareholders at the Special Meeting, the timing of the Special Meeting, the liabilities of the Company, the net proceeds anticipated to be available for distribution to ACMC’s shareholders, and ACMC’s distribution of funds to shareholders, all of which are based on information currently available to the Company’s management as well as management’s assumptions and beliefs.

For this purpose, any statements contained in this proxy statement that are not statements of historical fact may be deemed to be forward-looking statements. When used in this proxy statement and in documents incorporated by reference into this proxy statements, forward-looking statements include, without limitation, statements regarding our expectations, beliefs, or intentions that are signified by terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “can,” the negatives of these words, variations of these words and similar expressions. Such forward-looking statements reflect the Company’s current views with respect to future events based on what the Company believes are reasonable assumptions; however, such statements are subject to certain risks and uncertainties.

Risks include, but are not limited to:

The Sale, even if approved by the shareholders, may not be completed;

The timing and amount of distributions to ACMC’s shareholders cannot be predicted with certainty;

Any estimate of the amount available for distribution to our shareholders could be reduced if the Company’s expectations regarding, for example, operating expenses or the costs of satisfying or discharging liabilities costs are inaccurate;

The estimate of the amount available for distribution to shareholders is based on a number of assumptions, including with respect to administrative and professional expenses incurred in connection with the Sale, some or all of which may be inaccurate;

Any delay in the closing of the Sale will decrease the funds available for distribution because the Company will continue to be subject to ongoing operating expenses;

The Company may face lawsuits or other claims and it may take time and Company resources to defend or settle any such lawsuits or claims;

The occurrence of certain events, changes or other circumstances could give rise to the termination of the Asset Sale Agreement, which would result in the Sale not being consummated;

The Company may receive a Superior Proposal, the Asset Sale Agreement may be terminated in connection with the Company’s pursuit of such alternative transaction, and that alternative transaction may not be consummated;

The Sale process may disrupt current plans and operations, which could increase our costs and expenses and reduce the amount of the distribution to our shareholders;

ACMC may not receive any competing transaction proposals or Superior Proposals because of the Termination Fee payable to OSK;

Our directors and executive officers may have interests that are different from, or in addition to, those of our other shareholders generally; and

The other risks set forth in the discussion of risk factors herein (see “Risk Factors” below).

Shareholders are urged to consider these risks, uncertainties and factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events or otherwise. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company or the Sale.

CAUTIONARY STATEMENT

Unless otherwise expressly stated, the information contained in this proxy statement is given as of [●] [●], 2022. No person has been authorized to give information or to make any representations in connection with matters to be considered at the Special Meeting other than those contained in this proxy statement and, if given or made, any such information or representations should not be relied upon in making a decision as to how to vote on the matters to be considered at the Special Meeting or be considered to have been authorized by the Company or its directors or officers.

Shareholders should not construe the contents of this proxy statement as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection with the Special Meeting, the Asset Sale Agreement, the Sale and the other matters set forth in this proxy statement.

The Sale, even if approved by the ACMC shareholders, may not be completed.

The completion of the Sale is subject to a number of conditions to closing, some of which are outside the control of ACMC, including receipt of shareholder approval of the Sale and the Sale closing by December 31, 2022, the Asset Sale Agreement remaining in force, and ACMC and OSK having performed its other obligations under the Asset Sale Agreement. See “Proposal 1 – Approval of the Asset Sale Agreement and the Sale of Substantially All of the Assets of ACMC – Asset Sale Agreement.” There can be no certainty, nor can ACMC provide any assurance to its shareholders, that, if even if the shareholders approve the Sale, these conditions will be satisfied or, if satisfied, when they will be satisfied.

The distribution to shareholders as a result of the Sale and the Plan of Dissolution is subject to a number of risks.

the timing and amount of distributions to ACMC shareholders cannot be predicted with certainty;

any delay in the closing of the Sale will decrease the funds available for distribution because ACMC will continue to be subject to ongoing operating expenses;

ACMC’s shareholders could vote against the Sale, thereby making the Sale impossible and adding great uncertainty as to the ability to make any distribution to shareholders;

the occurrence of certain events, changes or other circumstance could give rise to the termination of the Asset Sale Agreement, which would result in the Sale not being consummated;

the Sale process may disrupt current plans and operations, which could delay or prevent the Sale.

The Purchase Price to be paid in connection with the Sale in cash is $26,100,000, adjusted as provided in Section 3.2 of the Asset Sale Agreement. Any claims by OSK against ACMC under Section 23 for breaches by ACMC of its representations and warranties under Section 6 of the Asset Sale Agreement which have not expired would reduce or eliminate the amount of cash ultimately available for distributions to ACMC’s shareholders. There can be no assurance that OSK will not make a claim for breach under Section 23 of the Asset Sale Agreement.

CERTAIN MATERIAL U.S. Federal INCOME Tax Consequences of the PROPOSED dissolution

The following discussion is a summary of certain material U.S. federal income tax consequences of the proposed dissolution to U.S. holders (as defined below), but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (“IRS”), in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below.

This discussion is limited to U.S. holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, it does not address consequences relevant to holders of our common stock subject to special rules, including, without limitation: holders of our common stock that are not U.S. holders, dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities), regulated investment companies, expatriates, real estate investment trusts, tax exempt entities, insurance companies, U.S. holders who hold their shares of stock as part of a hedging, constructive sale or conversion, straddle or other risk reducing transaction, and U.S. holders whose “functional currency” is not the U.S. dollar.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PROPOSED DISSOLUTION ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION. THIS DISCUSSION DOES NOT ADDRESS THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED SALE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THE PROPOSED SALE.

Definition of U.S. Holder

For purposes of this discussion, a “U.S. holder” is a beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as:

an individual who is a citizen or resident of the United States;

a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

U.S. Federal Income Tax Treatment of the Dissolution

We intend for distributions made pursuant to the Plan of Dissolution to be treated as distributions in complete liquidation of ACMC, and this discussion assumes this treatment will be respected. In accordance with such treatment, distributions made pursuant to the Plan of Dissolution to a U.S. holder will be treated as received by the U.S. holder in exchange for the U.S. holder’s shares of our common stock. If a U.S. holder holds different blocks of shares of our common stock (generally, shares of our common stock purchased or acquired on different dates or at different prices), the U.S. holder’s portion of such distributions must be allocated among the several blocks of shares in the proportion that the number of shares in a particular block bears to the total number of shares owned by the U.S. holder. The amount of any such distribution allocable to a block of shares of our common stock owned by the U.S. holder will reduce the U.S. holder’s tax basis in such shares, but not below zero. Any excess amount allocable to such shares will be taxable as capital gain. Such gain generally will be taxable as long-term capital gain if the shares have been held for more than one year. Any tax basis remaining in a share of our common stock following the final liquidating distribution by ACMC will be treated as a capital loss. The deductibility of capital losses is subject to limitations.

If we distribute any asset other than cash pursuant to the Plan of Dissolution, or if a U.S. holder assumes a liability in connection with the dissolution, the treatment of such asset or liability may vary depending on the circumstances of such U.S. holder and the nature of the asset or liability. Please consult your tax advisor with respect to the tax consequences to you of the receipt of any such asset or assumption of any such liability.

Until all of our remaining assets have been distributed to our shareholders and the liquidation is complete, we will continue to be subject to U.S. federal income tax on our income, if any. We will also generally recognize gain or loss, if any, upon the sale of any assets held by us in connection with the dissolution based on the difference between the fair market value of the consideration received for such assets sold and our tax basis in such assets. In addition, if we distribute any assets, other than cash, to our shareholders in connection with the dissolution, we will generally recognize gain or loss, if any, based on the difference between the fair market value of such assets and our tax basis in such assets. Any tax liability resulting from the dissolution will reduce the cash available for distribution to our shareholders.

Notwithstanding our position that distributions made pursuant to the Plan of Dissolution will be treated as distributions in complete liquidation of the Company, it is possible that the IRS or a court could determine that any such distribution is a current distribution. In addition, if the dissolution is abandoned or revoked, such distributions would be treated as current distributions. A current distribution would be treated as a dividend for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits. Under this treatment, amounts not treated as dividends for U.S. federal income tax purposes would constitute a return of capital and first be applied against and reduce a U.S. holder’s adjusted tax basis in such U.S. holder’s shares of our common stock, but not below zero. Any excess would be treated as capital gain. Please consult your tax advisor with respect to the proper characterization of any distributions made pursuant to the Plan of Dissolution.

Information Reporting and Backup Withholding

Each U.S. holder generally is subject to information reporting requirements and backup withholding with respect to any amounts distributed by ACMC. Each U.S. holder may be subject to backup withholding unless such U.S. holder provides proof of an applicable exemption or furnishes such U.S. holder’s taxpayer identification number and otherwise complies with all applicable requirements under the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may entitle such U.S. holder to a refund, provided that certain required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED DISSOLUTION. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO A PARTICULAR U.S. HOLDER. ALL HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE PROPOSED DISSOLUTION TO THEM, INCLUDING TAX REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF ANY FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

Interests of Certain Persons in Matters to be Acted Upon

Advisory Agreement

Philip J. Myers is a member of the Board and the Chair, President and Secretary of ACMC and owns 83,687 shares of common stock of ACMC, representing 4.98% of ACMC’s outstanding shares. Mr. Myers is also the President, the Treasurer, the majority shareholder and ~~Director Scott J. Marquis Vice President, Secretary 12~~ ~~Our~~a member of the board of directors of the Advisor. The Advisor and ACMC are parties to an Advisory Agreement ~~We have entered into a contract with our advisor (the "advisory agreement")~~ under which our ~~advisor will furnish~~Advisor furnishes advice and recommendations concerning our affairs, provides administrative services to us, and manages our day-to-day affairs. In performing its services under the Advisory Agreement, our ~~advisor~~Advisor may use facilities, personnel and support services of its affiliates. Expenses, such as legal and accounting fees, director fees, stock transfer agent and registrar and paying ~~agent fees, and dividend reinvestment~~ agent fees, are our direct expenses and are not provided for by our ~~advisor~~Advisor as part of its services.

Under the Advisory Agreement, we pay our Advisor an annual base management fee equal to 1.25% of our average “Invested Assets” (as defined below) on the first $35 million of the Invested Assets, 1.00% on our Invested Assets from $35 million to $50 million, and 0.75% on the Invested Assets in excess of $50 million. For purposes of the Advisory Agreement, the Company’s Invested Assets means outstanding church loans and church bonds and does not include cash or equivalent temporary investments. As provided in the Advisory Agreement, we remit to the Advisor one-half of any origination fee collected from a borrower in connection with mortgage loans made or renewed by us. For the years ended December 31, 2021 and 2020, we paid our Advisor approximately $268,000 and $284,000, respectively.

The ~~advisory agreement~~Advisory Agreement is renewable annually by us for one-year periods, subject to a determination ~~including~~by a majority of our independent directors that our ~~advisor's~~Advisor’s performance has been satisfactory and that the compensation paid by us to our ~~advisor~~Advisor has been reasonable. The Advisory Agreement has been reviewed and was renewed for a one-year period ending on January 25, 2023. We may terminate the ~~advisory agreement~~Advisory Agreement without cause ~~or penalty on~~by giving the Advisor at least 60 ~~days'~~days’ written notice. Upon termination of the Advisory Agreement by either party, the Advisor may require us to change our name to a name that does not contain the word ~~"American," "America"~~“American,” “America” or the name of the ~~advisor~~Advisor or any approximation or abbreviation ~~thereof.~~of that name. However, we may continue to use the word ~~"church"~~“church” in our name. Our directors must determine that any successor ~~advisor~~Advisor possesses sufficient qualifications to perform the advisory function for us and justify the compensation provided for in its contract with us. ~~Pursuant to~~

Under the ~~advisory agreement,~~Advisory Agreement, our ~~advisor~~Advisor is required to pay all of the expenses it incurs in providing services to us ~~services~~ including, but not limited to, personnel expenses, rental and other office expenses of officers ~~and employees~~ of the ~~advisor~~Advisor (except out-of-pocket expenses of such persons who are our directors or officers), and all of its overhead and miscellaneous administrative expenses relating to performance of its functions under the ~~advisory agreement.~~ Advisory Agreement.

We are required to pay all other expenses, including the costs and expenses of reporting to various governmental agencies and our shareholders and of conducting our operations as a mortgage lender, fees and expenses of appraisers, directors, auditors, outside legal counsel and transfer agents, and costs directly relating to the closing of loan transactions. ~~In the event that~~

If our total operating expenses exceed in any calendar year the greater of ~~(a)~~ 2% of our average ~~invested assets~~Invested Assets or ~~(b)~~ 25% of our net income (before interest expense), the ~~advisor~~Advisor is obligated to reimburse us, to the extent of its fees for such calendar year, for the amount by which the aggregate annual operating expenses paid or incurred by us exceed the limitation. Our independent directors may, upon a finding of unusual and ~~non-recurring~~non–recurring factors which they deem sufficient, determine that a higher level of expenses is justified in any given year.

Our ~~bylaws~~Bylaws provide that our independent ~~directors~~Directors are to determine, at least annually, the reasonableness of the compensation which we pay to our ~~advisor.~~Advisor. Factors to be considered in reviewing the advisory ~~fee~~fees include the size of the fees of the ~~advisor~~Advisor in relation to the size and composition ~~and~~of our assets, our profitability, the rates charged by other ~~investment~~ advisors performing comparable services, the success of our ~~advisor~~Advisor in generating opportunities that meet our investment objectives, the amount of additional revenues realized by our ~~advisor~~Advisor for other services performed, the quality and extent of service and advice furnished by our ~~advisor,~~Advisor, the quality of our investments 13 in relation to investments generated by our ~~advisor~~Advisor for its own account, if any, and the performance of our investments. ~~Pursuant~~

Under Section 22 of the Asset Sale Agreement, as described above, from the Closing Date through and including December 31, 2022, ACMC and its Advisor will continue to service and administer the ~~advisory agreement, we~~Assets and Bonds in the same manner as previously serviced by or on behalf of ACMC under the Advisory Agreement (except that ACMC must not take any material action without the prior written approval of OSK). Section 22 also provides that on the first Business Day of each month during the Post-Close Servicing Period, OSK must pay ~~our advisor an annual base management~~the Advisor a monthly servicing fee of ~~1.25% of average invested assets~~$24,000 and ~~expenses, as defined~~that ACMC and the Advisor will cooperate in the ~~agreement, and remit to the advisor one-half~~appointment of TMI Trust Company as trustee (or any ~~origination fee collected from a borrower in connection with mortgage loans made~~other substitute or ~~renewed~~successor trustee designated by us. For the years ended December 31, 2002 and 2001, we paid our advisor $331,871 and $199,000, respectively. American Investors Group, Inc. Pursuant to the distribution agreement entered into in connection with our fourth public offering, which commenced April 26, 2002, American Investors Group, Inc., an affiliate of our advisor and a registered broker-dealer wholly owned by Philip J. Myers, has been paid selling commissions of $485,589 as of December 31, 2002. We have also paid approximately $123,904 of non-accountable expenses of American Investors Group under the distribution agreement as of December 31, 2002. In addition, we agreed to indemnify them as underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933. In the course of our business, we may purchase church bonds being underwritten and sold by American Investors Group. Although we would not pay any commissions, American Investors Group will benefit from such purchases as a result of commissions paid to it by the issuer of the bonds. It also may benefit from mark-ups on bonds we buy from it and mark-downs on bonds we sell through it on the secondary market. We will purchase church bonds for investment purposes only, and only at the public offering price. Church bonds we purchase in the secondary market, if any, will be purchased at the best price available, subject to customary markups (or in the case of sales - markdowns), on terms no less favorable than those applied to other customers of American Investors Group. Principals of ours and our advisor may receive a benefit in connection with such transactions due to their affiliation with the underwriter. Other thanOSK) with respect to all bond issuances. Also, as provided in Section 22 of the ~~purchase~~Asset Sale Agreement, ACMC and ~~sale~~the Advisor must cooperate with requests of ~~church bonds for our portfolio in~~OSK relating to the ~~ordinary course~~transfer of ~~business, all future transactions between us~~servicing, including, without limitation, by cooperating with any designated successor servicer and ~~our officers, directors and affiliates will be approved, in advance, by a majority~~cooperating with requests related to ACH authorizations.

Ownership of Shares

Mr. Myers owns 83,687 shares of our ~~independent~~outstanding common stock, representing 4.98% of our outstanding shares; Michael G. Holmquist, who is the only other member of the Board, owns 319 shares of our outstanding common stock, representing 0.02% of our outstanding common stock; and ~~disinterested directors. 14~~ Scott J. Marquis, our Chief Financial Officer and Treasurer, owns 1,300 shares of our outstanding common stock, representing 0.08% of our outstanding common stock. As shareholders of ACMC, these individuals will participate in any distribution by ACMC to the same extent as our other shareholders.

Other than as set forth above in this proxy statement, the Board is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any ACMC director, executive officer or any associate or affiliate of any of the foregoing in any matter to be acted upon at the Special Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth, as of ~~March 4, 2003,~~[●] [●], 2022, the number of shares beneficially owned by each director and by all executive officers ~~and directors~~ as a group and ~~the~~any beneficial ~~owner~~owners of 5% or more of our outstanding ~~stock.~~shares of common stock based on 1,676,598 shares of common stock outstanding at that date. Unless otherwise noted, each of the following persons has sole voting and investment power with respect to the ~~Shares~~shares set forth opposite their respective names.

15 PROPOSAL 3 APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS The Board recommends that the Shareholders ratify the Board's appointment of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as ACMC's independent auditors for the year ending December 31, 2003. Boulay, Heutmaker, Zibell & Co., P.L.L.P. has served as our independent auditors since 1996. No representative of Boulay, Heutmaker, Zibell & Co., P.L.L.P. is expected to be present at the annual meeting. Fees billed to ACMC by Boulay, Heutmaker, Zibell & Co., P.L.L.P. during 2002 are described below. Audit Fees: Audit fees billed to ACMC by Boulay, Heutmaker, Zibell & Co., P.L.L.P. during 2002 for review of our annual financial statements and those financial statements included in our quarterly reports on Form 10-QSB totaled $24,715. Financial Information Systems Design and Implementation Fees: We did not engage Boulay, Heutmaker, Zibell & Co., P.L.L.P. to provide advice regarding financial information systems design or implementation during the fiscal year ended December 31, 2002. All Other Fees: Fees billed to ACMC by Boulay, Heutmaker, Zibell & Co., P.L.L.P. during 2002 for all other non-audit related services, including tax related services, totaled $5,400. The Board does not have an audit committee. However, the Board as a whole has considered whether the independent auditor's provision of non-audit services to ACMC is compatible with the auditor's independence. SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING OF SHAREHOLDERS Any shareholder who wishes to present a proposal for action at the next annual meeting of Shareholders36

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percent of Class
Five Percent Beneficial Owners:

Booker Enterprises Pty Ltd⁽¹⁾ 11 Tallow Wood Dr. Greensborough, Victoria, Australia, 3088	86,241	5.14%

Executive Officers and Directors:⁽²⁾

Philip J. Myers	83,687⁽³⁾	4.98%
Scott J. Marquis	1,300	0.08%
Michael H. Holmquist	319	0.02%
All executive officers and directors as a group (three individuals)	85,306	5.08%

⁽¹⁾ Based on information set forth in a Schedule 13G dated as of May 12, 2022 filed by Booker Enterprises Pty Ltd with the SEC on May 16, 2022.

⁽²⁾ The address for each of the officers and directors is 10400 Yellow Circle Drive, Suite 102, Minnetonka, Minnesota 55343.

⁽³⁾This number includes 25,014 shares owned directly by Mr. Myers and 58,673 shares owned by Apostle Holdings Corp., an affiliate of our Advisor, which is 100% owned by Mr. Myers.

OTHER MATTERS

The Board does not intend to present any business at the Special Meeting other than the matters expressly set forth in this proxy statement and knows of no other business scheduled to come before the Special Meeting. If any other matters are brought before the Special Meeting, the individuals named as proxies will vote on such matters in accordance with their judgment of the best interests of ACMC and its shareholders. The proxies solicited by the Board will confer discretionary authority on the individuals named as proxies to vote on any matter presented at the Special Meeting of which the Board did not have knowledge a reasonable time before the ACMC printed and mailed these proxy materials.

SHAREHOLDER PROPOSALS FOR 2023 ANNUAL MEETING

Any shareholder who wishes to present a proposal for action at the next annual meeting of shareholder, if one is held, and who wishes to have it set forth in the proxy statement and identified in the form of proxy prepared by the Company must notify us, pursuant to Rule 14a-8 under the Exchange Act, so that such notice is received by our President by December 26, 2022. Any proposal must be in the form required under the rules and regulations promulgated by the SEC. In addition, any shareholder who intends to propose any matter that is not identified in the notice of such meeting must comply with our Bylaws, which require at least 20 days’ written notice prior to the meeting stating with reasonable particularity the substance of the proposal.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These documents are available without charge on our website at www.church-loans.net or by writing to: Philip J. Myers, President and Chief Executive Officer, 10400 Yellow Circle Drive, Suite 102, Minnetonka, Minnesota 55343. These documents also are available on the website maintained by the SEC at www.sec.gov. The reference to such website addresses does not constitute incorporation by reference of the information contained on, or linked to, such websites, and none of such information is part of this proxy statement.

If you have questions about the Special Meeting, the Sale Proposal, the Dissolution Proposal, the Adjournment Proposal or any other matter after reading this proxy statement, or if you would like additional copies of this proxy statement or the proxy card, you should contact Philip J. Myers at the address set forth in the foregoing paragraph.

You should rely only on the information contained in this proxy statement. We have not authorized anyone to provide you with information that is different from or that adds to what is contained in this proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date indicated on the cover of this document, unless the information specifically indicates that another date applies. The mailing of this proxy statement to the shareholders does not create any implication to the contrary.

By order of the Board of Directors,

/s/ Philip J. Myers

Philip J. Myers

President and Secretary

June [●], 2022

24015955v3

AMERICAN CHURCH MORTGAGE COMPANY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Important Notice Regarding the Availability of Proxy Materials

for the Special Meeting of Shareholders to Be Held on June •, 2022.

The proxy materials, including the proxy statement and the 2021 Annual Report are available at the “Investors Relations” tab on our website at: www.church-loans.net.

PROXY

The undersigned hereby appoints Philip J. Myers and Scott J. Marquis as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated hereon, all the shares of common stock of American Church Mortgage Company held of record by the undersigned on June •, 2022, at the Special Meeting of Shareholders to be held on June •, 2022, or any adjournment thereof.

PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE [X]

PROPOSAL TO APPROVE THE SALE OF SUBSTANTIALLY ALL THE ASSETS OF THE COMPANY pursuant to, and the other transactions contemplated by, the Asset Sale Agreement dated as of May 27, 2022 between the Company and OSK XII, LLC.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL TO APPROVE THE VOLUNTARY LIQUIDATION AND DISSOLUTION OF THE COMPANY pursuant to the proposed Plan of Liquidation and Dissolution (the “Dissolution Proposal”).

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL TO GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO ADJOURN the Special Meeting, even if a quorum is present, if necessary or appropriate in the proxy statement and identified in the form of proxy prepared by ACMC must notify us so that such notice is received by our Secretary by January 3, 2004. Any proposal must be in the form required under the rules and regulations promulgated by the Securities and Exchange Commission. In addition, any shareholder who intends to propose any matter that is not identified in the notice of such meeting must comply with the our Bylaws, which require at least twenty (20) days' written notice prior to the meeting stating with reasonable particularity the substance of the proposal. 16 OTHER MATTERS The Board knows of no other matters that are intended to be brought before the annual meeting. If other matters, of which the Board is not aware, are presented for action, it is the intention of the proxies named in the enclosed form of proxy to vote on such matters in their sole ~~discretion. By Order~~discretion of the Board, ~~of Directors, Philip J. Myers Secretary April 1, 2003 17~~ CORPORATE INFORMATION DIRECTORS Philip J. Myers, President, Treasurer and Secretary John M. Clarey, Independent Private Investor Kirbyjon H. Caldwell, Senior Pastor of Windsor Village United Methodist Church, Houston, Texas Robert O. Naegele, Jr., Governor and Chairman of Minnesota Wild Dennis J. Doyle, Majority Owner and Co-Founder of Welsh Company, Inc., Minneapolis OFFICERS AND MANAGEMENT OF ADVISOR Philip J. Myers, President, Treasurer and Director Scott J. Marquis, Vice President, Secretary TRANSFER AGENT Computershare Trust Company, Inc. 350 Indiana Street Suite 800 Golden, CO 80401 303-262-0600 LEGAL COUNSEL Leonard, Street and Deinard Professional Association 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 INDEPENDENT ACCOUNTANT Boulay, Heutmaker, Zibell & Co. P.L.L.P. 5151 Edina Industrial Blvd. Minneapolis, MN 55439 COMMON STOCK INFORMATION Our common stock is not traded on any established market. From timeincluding to ~~time, we have repurchased~~solicit additional proxies if there are insufficient shares of common stock offered to us for sale. At March 31, 2003 we had _____ record holders of our common stock and an undetermined number of additional beneficial owners. DIVIDENDS We have paid quarterly dividends since we became a public company in 1996. The following table lists our quarterly dividends for the periods indicated. Dividend 2002 Per Share - ---- --------- December 31 .165625 September 30 .1875 June 30 .209375 March 31 .20625 2001 December 31 .19375 September 30 .20 June 30 .225 March 31 .2125 2000 December 31 .225 September 30 .2125 June 30 .1875 March 31 .20 2003 ANNUAL MEETING Our annual meeting of Shareholders will be held at 10:00 a.m. on April 30, 2003 at our office, 10237 Yellow Circle Drive, Minnetonka, Minnesota 55343. SHAREHOLDER CONTACT Inquiries concerning ACMC or matters of shareholder interest may be directed to: American Church Mortgage Company 10237 Yellow Circle Drive Minnetonka, Minnesota 55343 (952) 945-9455 (x 124) Attention: Scott J. Marquis AMERICAN CHURCH MORTGAGE COMPANY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PROXY The undersigned hereby appoint Philip J. Myers and Scott J. Marquis as Proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote, as designated hereon, all the shares of common stock of American Church Mortgage Company held of record by the undersigned on March 31, 2003, at the annual meeting of Shareholders to be held on April 30, 2003, or any adjournment thereof. PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE [X] 1. PROPOSAL TO AMEND THE COMPANY'S BYLAWS [ ] FOR [ ] AGAINST [ ] ABSTAIN 2. ELECTION OF DIRECTORS 01 Philip J. Myers 02 John M. Clarey 03 Kirbyjon H. Caldwell 04 Robert O. Naegele, Jr. 05 Dennis J. Doyle [ ] VOTE FOR all nominees listed [ ] VOTE WITHHELD for all nominees (to withhold authority to vote for a nominee, write number(s) in the box provided) ------------------------------------------------------- | | | | ------------------------------------------------------- 2. PROPOSAL TO RATIFY THE APPOINTMENT OF BOULAY, HEUTMAKER, ZIBELL & CO. PLLP as the independent auditors of the Corporation for the year ending December 31, 2003. [ ] FOR [ ] AGAINST [ ] ABSTAIN (CONTINUED AND TO BE SIGNED ON THE REVERSE.) (CONTINUED FROM THE OTHER SIDE) 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted for Proposals 1, 2 and 3. Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titles as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign by authorized person. Date: ___________________, 2003 ------------------------------------------- SIGNATURE ------------------------------------------- SIGNATURE (IF HELD JOINTLY) PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Exhibit A SECOND AMENDED AND RESTATED BYLAWS OF AMERICAN CHURCH MORTGAGE COMPANY As Adopted by the Shareholders ________________, 2003 New text is show in bold Deletions are shown as strikethrough TABLE OF CONTENTS GLOSSARY ARTICLE 1 - OFFICES 1.1 Registered Office 1.2 Offices ARTICLE 2 - SHAREHOLDERS 2.1 Regular Meeting 2.2 Special Meetings 2.3 Quorum 2.4 Voting 2.5 Voting of Shares by Certain Holders 2.6 Notice of Meeting 2.7 Proxies 2.8 Record Date 2.9 Presiding Officer 2.10 Conduct of Meetings of Shareholders 2.11 Order of Business 2.12 Inspectors of Election 2.13 Informal Action by Shareholders 2.14 Access to Records 2.15 Liability of Shareholders ARTICLE 3 - DIRECTORS 3.1 General Powers 3.2 Number 3.3 Qualifications; Independent Directors and Term of Office 3.4 Quorum 3.5 Regular Meetings 3.6 Special Meetings 3.7 Electronic Communications 3.8 Absent Director 3.9 Notice 3.10 Manner of Acting 3.11 Transaction Involving Advisor, Sponsor, Director or Affiliate 3.12 Compensation and Expenses 3.13 Salaries 3.14 Executive Committee 3.15 Resignation; Vacancies 3.16 Order of Business 3.17 Informal Action by Directors 3.18 Fiduciary Duty of the Directors 3.19 Investment Policies and Restrictions 3.20 Church Lending Guidelines 3.21 Advisory Agreements 3.22 Total Expenses, Acquisition Fees and Expenses 3.23 Removal of Directors ARTICLE 4 - OFFICERS 4.1 Number 4.2 Election, Term of Office and Qualifications 4.3 The Chief Executive Officer 4.4 Assistant Executive Officers i 4.5 Secretary 4.6 Chief Financial Officer 4.7 Assistant Officers 4.8 Officers Shall Not Lend Corporate Credit 4.9 Other Officers and Agents 4.10 Compensation 4.11 Removal; Resignation ARTICLE 5 - INDEMNIFICATION 5.1 Authority of the Board of Directors 5.2 Standard for Indemnification 5.3 Determination 5.4 Advance Payment 5.5 Continuance of Indemnification 5.6 Insurance 5.7 Roll-Up Restrictions ARTICLE 6 - SHARES AND THEIR TRANSFER 6.1 Certificates of Stock 6.2 Facsimile Signature 6.3 Establishment and Issuance of Shares 6.4 Transfer of Shares 6.5 Lost Certificates 6.6 Treasury Stock 6.7 Inspection of Records by Shareholders 6.8 Transfer Agent and Registrar 6.9 Transfer of Stock; Excess Shares 6.10 Registered Shareholders 6.11 Stock Ledger ARTICLE 7 - DIVIDENDS, DISTRIBUTIONS, ETC. - ----------------------------------------- 7.1 Dividends 7.2 Other Distributions, Reserves 7.3 Dividend Reinvestment Plan ARTICLE 8 - FINANCIAL AND PROPERTY MANAGEMENT - --------------------------------------------- 8.1 Fiscal Year 8.2 Audit of Books and Accounts 8.3 Contracts 8.4 Checks 8.5 Deposits 8.6 Voting Securities Held by Corporation 8.7 Accrual Method of Accounting 8.8 Annual Report 8.9 Quarterly Report ARTICLE 9 - WAIVER OF NOTICE 9.1 Requirement of Waiver in Writing ARTICLE 10 - AMENDMENT OF BYLAWS 10.1 Action by Board of Shareholders ARTICLE 11 - NAME CHANGE 11.1 Requirement to Change Name ii ARTICLE 12 - DISSOLUTION 12.1 Action by Shareholders ARTICLE 13 - MINIMUM CAPITAL 13.1 Minimum Capital ARTICLE 14 - CHOICE OF LAW iii SECOND AMENDED AND RESTATED BYLAWS OF AMERICAN CHURCH MORTGAGE COMPANY GLOSSARY For purposes of these Bylaws and for purposes of filing these Bylaws with respective states, the following terms shall mean: "Acquisition Expenses" means expenses including but not limited to legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance, and miscellaneous expenses related to selection and acquisition of properties, whether or not acquired. "Acquisition Fee" means the total of all fees and commissions paid by any party to any party in connection with making or investing in mortgage loans by the corporation. Included in the computation of such fees or commissions shall be any commission, selection fee, nonrecurring management fee, reinvestment fees, loan fee or points or origination fee or any fee of a similar nature, however designated. Excluded shall be fees paid to Persons not affiliated with the Sponsor in connection with the acquisition and funding of the corporation's properties. "Advisor" means, initially, Church Loan Advisors, Inc., or its successors, and generally, the Person(s) or entity responsible for directing or performing the day-to-day business affairs of the corporation, including a Person or entity to which an Advisor subcontracts substantially all such functions. "Affiliate" means an Affiliate of another Person including any of the following: (i) any Person directly or indirectly owning, controlling, or holding, with power to vote ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (iv) any executive Officer, Director, trustee or general partner of such other Person; or (v) any legal entity for which such Person acts as an executive Officer, Director, trustee or general partner. "Average Invested Assets" for any period shall mean the average of the aggregated book value of the assets of the corporation invested, directly or indirectly, in loans (or interests in loans) secured by real estate, and first mortgage bonds, before reserves for depreciation or bad debts or other similar non-cash reserves computed by taking the average of such values at the end of each calendar month during such period. "Independent Director(s)" means the Directors of the corporation who are not associated and have not been associated within the last two years, directly or indirectly, with the Sponsor or Advisor of the corporation. A Director shall be deemed to be associated with the Sponsor or Advisor if he or she: (i) owns an interest in the Sponsor, Advisor, or any of their Affiliates; or (ii) is employed by the Sponsor, Advisor or any of their Affiliates; or (iii) is an Officer or Director of the Sponsor, Advisor, or any of their Affiliates; or (iv) performs services, other than as a Director, for the corporation; or (v) is a Director for more than three real estate investment trusts organized by the Sponsor or advised the Advisor; or (vi) has any material business or professional relationship with the Sponsor, Advisor, or any of their Affiliates. For purposes of determining whether or not the business or professional relationship is material, the gross revenue derived by the prospective Independent Director from the Sponsor and Advisor and Affiliates shall be deemed material per se if it exceeds 5% of the prospective Independent Director's: (i) annual gross revenue, derived from all sources, during either of the last two years; or (ii) net worth, on a fair market value basis. An indirect relationship shall include circumstances in which a Director's spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law is or has been associated with the Sponsor, Advisor, any of their Affiliates, or the corporation. "Independent Expert" means a Person with no material current or prior business or personal relationship with the Advisor or Directors who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the corporation. "Initial Investment" means that portion of the initial capitalization of the corporation contributed by the Sponsor or its Affiliates pursuant to Section II A of NASAA REIT Policy. A-1 "Leverage" means the aggregate amount of indebtedness of the corporation for money borrowed (including purchase money mortgage loans) outstanding at any time, both secured and unsecured. "NASAA REIT Policy" means the Statement of Policy Regarding Real Estate Investment Trusts, as adopted September 29, 1993, by the North American Securities Administrators Association, Washington, D. C. "Net Assets" means the total assets (other than intangibles) at cost before deducting depreciation or other non-cash reserves less total liabilities, calculated at least quarterly on a basis consistently applied. "Net Income" for any period shall mean total revenues applicable to such period, less the expenses applicable to such period, other than additions to reserves for depreciation or bad debts or other similar non-cash reserves determined in accordance with generally accepted accounting principles. "Organization and Offering Expenses" means all expenses incurred by and to be paid from the assets of the corporation in connection with and in preparing the corporation's Shares for registration and subsequently offering and distributing them to the public, including, but not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriters' attorneys), expenses for printing, engraving, mailing, salaries of employees while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositaries, experts, expenses of qualification of the sale of the securities under Federal and State laws, including taxes and fees, accountants' and attorneys' fees. "Person" means any natural Persons, partnership, corporation, association, trust, limited liability company or other legal entity. "Real Estate Investment Trust" or "REIT" means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both. "Roll-up" means a transaction involving the acquisition, merger, conversion, or consolidation either directly or indirectly of the corporation and the issuance of securities of a Roll-up Entity. Such term does not include: (i) a transaction involving securities of the corporation 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, trust, or association form of only the corporation if, as consequence of the transaction there will be no significant adverse change in any of the following: (a) Shareholders' voting rights; (b) the term of existence of the corporation; (c) Sponsor or Advisor compensation; (d) the corporation's investment objectives. "Roll-up Entity" means 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. "Shares" means Shares of beneficial interest or of common stock of the corporation of the class that has the right to elect the corporation's Directors. "Shareholders" means the registered holders of a corporation's Shares. "Sponsor" means any Person directly or indirectly instrumental in organizing, wholly or in part, a real estate investment trust or any Person who will control, manage or participate in the management of a real estate investment trust, and any Affiliate of such Person. Not included is any Person whose only relationship with the real estate investment trust is as that of an independent property manager of real estate investment trust assets, and whose only compensation is as such. Sponsor does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services. A Person may also be deemed a Sponsor of the corporation by: (i) taking the initiative, directly or indirectly, in founding or organizing the business or enterprise of the corporation, either alone or in conjunction with one or more other Persons, (ii) receiving a material participation in the corporation in connection with the founding or organizing of the business of the corporation, in consideration of services or property, or both services and property, (iii) having a substantial number of relationships and contacts with the corporation, (iv) possessing significant rights to control corporation properties, (v) receiving fees for providing services to the corporation which are paid on a basis that is not customary in the industry; or (vi) providing goods or services to the corporation on a basis which was not negotiated at arms length with the corporation. A-2 "Total Operating Expenses" means aggregate expenses of every character paid or incurred by the corporation as determined under Generally Accepted Accounting Principles, including Advisors' fees, but excluding: (i) the expenses of raising the capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses, and tax incurred in connection with the issuance, distribution, transfer, registration, and shock exchange listing of the corporation's Shares; (ii) interest payments; (iii) taxes; (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves; (v) incentive fees; (vi) Acquisition Fees, Acquisition Expenses, real estate commissions on resale of property and other expenses connected with the acquisition, disposition, and ownership of real estate interests, mortgage loans, or other property (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property). ARTICLE 1. OFFICES 1.1 Registered Office - The registered office of the corporation shall be 10237 Yellow Circle Drive, Minneapolis, Minnesota 55343. The Board of Directors shall have authority to change the registered office of the corporation from time to time, and any such change shall be registered by the Secretary with the Secretary of State of Minnesota. 1.2 Offices - The corporation may have such other offices, including its principal business office, either within or without the State of Minnesota, as the Board of Directors may designate or as the business of the corporation may require from time to time. ARTICLE 2. SHAREHOLDERS 2.1 Regular Meeting - Shareholders shall have one annual meeting upon reasonable notice and within a reasonable period (not less than 30 days) following delivery of the annual report. Such regular meetings of the Shareholders of the corporation shall be held at the principal business office of the corporation, or at such place as is designated by the Board of Directors or the Chief Executive Officer, at which time the Shareholders, voting as provided in the Articles of Incorporation, shall elect appropriate members to the Board of Directors, and shall transact such other business as shall properly come before them. The Board of Directors shall take reasonable steps to insure that the corporation shall have a regular meeting each year. 2.2 Special Meetings - Special meetings of the Shareholders may be called by the Secretary at any time upon request of the Chief Executive Officer, or a majority of the members of the Board of Directors, or a majority of the Independent Directors and shall be called by any Officer of the corporation upon written request of Shareholders holding in the aggregate not less than ten percent (10%) of the voting Shares of the corporation. The written request shall be given to the Chief Executive Officer and shall contain the purpose of the meeting. Notice shall be given in accordance with the provisions of Section 2.6 hereof. 2.3 Quorum - The holders of a majority of the Shares outstanding and entitled to vote, represented either in person or by proxy, shall constitute a quorum for the transaction of business. The Shareholders present at a duly called or held meeting, at which a quorum of the Shareholders is present, may continue to transact business until adjournment notwithstanding the withdrawal of enough Shareholders to leave less than a quorum. In case a quorum is not present at any meeting, those present shall have the power to adjourn the meeting from time to time, without notice or other announcement at the meeting, until the requisite number of voting Shares shall be represented; any business may be transacted at such reconvened meeting which might have been transacted at the meeting which was adjourned. 2.4 Voting - At each meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in person or by proxy duly appointed by an instrument in writing subscribed by such Shareholder. Each Shareholder shall have one (1) vote for each Share having voting power standing in his name on the books of the corporation. Upon the demand of any Shareholder, the vote for Director, or the vote upon any question before the meeting shall be by ballot. All elections shall be had and all questions decided by a majority vote of the number of Shares entitled to vote and represented at any meeting at which there is a quorum present, except in such cases as shall otherwise be required or permitted by statute, the Articles of Incorporation, these Bylaws or by agreement approved by a majority of all Shareholders. A majority of the then outstanding Shares may, without the necessity for concurrence by the Directors, vote to: (i) amend the Bylaws; (ii) terminate the corporation; or (iii) remove the Directors. 2.5 Voting of Shares by Certain Holders - Shares standing in the name of another corporation may be voted by such Officer, agent or proxy as the articles or Bylaws of such corporation may prescribe, or in the absence of such provision, as that corporation's board of Directors may prescribe. Shares under control of a personal representative, administrator, A-3 guardian, conservator, attorney-in-fact, or other similar person may be voted by that Person, either in person or by proxy, without registration of those Shares in the name of that Person. Shares under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed. A Shareholder whose Shares are pledged may vote those Shares until the Shares are registered in the name of the pledgee. Shares held by a trust shall be registered in the name of a trustee, as trustee for the trust, and may be voted by that named trustee in person or by proxy. With respect to Shares owned by the Advisor, a Sponsor, the Directors, or any Affiliate, neither the Advisor, nor a Sponsor, nor the Directors, nor any Affiliate may vote or consent on matters submitted to the Shareholders regarding the removal of the Advisor, Directors or any Affiliate or any transaction between the corporation and any of them. In determining the requisite percentage in interest of Shares necessary to approve a matter on which the Advisor, a Sponsor, Directors and any Affiliate may not vote or consent, any Shares owned by any of them shall not be included. 2.6 Notice of Meeting - There shall be mailed to each Shareholder shown by the books of the corporation to be a holder of record of voting Shares, at the Shareholder's address as shown by the books of the corporation, a notice setting out the time and place of the regular or any special meeting, which notice shall be mailed at least ten (10) days prior thereto. In the event the meeting is a special meeting called by an Officer following receipt of a written request of the Shareholders in accordance with Article 2.2 hereof, the notice shall be mailed within ten (10) days of the receipt of the request for the meeting, shall state the purpose of the special meeting, shall state that no other business shall be considered at such meeting, and shall name the date of the meeting which shall be held on a date not less than twenty (20) nor more than sixty (60) days after receipt of said request, at a time and place convenient to the Shareholders. Every notice of any special meeting shall state the purpose or purposes of the proposed meeting, and the business transacted at all special meetings shall be confined to purposes stated in the call. Notice thereof may be waived in writing either before, at, or after such meeting. 2.7 Proxies - At all meetings of Shareholders, a Shareholder may vote by proxy executed in writing by the Shareholder or by his duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. 2.8 Record Date - The Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any of the aforesaid events, as a record date for the determination of Shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or to receive any such dividend or allotment of rights, or to exercise the rights in respect to any change, conversion or exchange of capital stock or to give such consent, and in such case only such Shareholders on the record date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to receive such dividend or allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any Shares on the books of the corporation after any such record date so fixed. If the stock transfer books are not closed and no record date is fixed for such determination of the Shareholders of record, the date on which notice of the meeting is mailed, or the date of adoption of a resolution of the Board of Directors declaring a dividend, allotment of rights, change, conversion or exchange of capital stock or to give such consent, whichever is earlier, shall be the record date for such determination of Shareholders. The determination of Shareholders entitled to vote at the meeting as called shall apply to any adjournment of such meeting except when the date of determination or the closing of the stock transfer took is more than ninety (90) days prior to such adjourned meeting, in which event a new meeting must be called. 2.9 Presiding Officer - The appropriate Officers of the corporation shall preside over all meetings of the Shareholders; provided, however, that in the absence of an appropriate corporate Officer at any meeting of the Shareholders, the meeting shall choose any Person present to act as presiding Officer of the meeting. 2.10 Conduct of Meetings of Shareholders - Subject to the following, meetings of Shareholders generally shall follow accepted rules of parliamentary procedure: 1. If disorder should arise which prevents continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting; and upon his so doing, the meeting is immediately adjourned. 2. The chairman may ask or require that anyone not a bona fide Shareholder or proxy leave the meeting. A-4 2.11 Order of Business - The suggested order of business at the annual meeting of Shareholders, and so far as possible at other meetings of the Shareholders shall be: 1. Calling of roll. 2. Proof of due notice of meeting, or unanimous waiver. 3. Reading and disposal of any unapproved minutes. 4. Annual reports of all Officers and committees. 5. Election of Directors. 6. Unfinished business. 7. New business. 8. Adjournment. 2.12 Inspectors of Election - The Board of Directors in advance of any meeting of Shareholders may appoint inspectors to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the Officer or Person acting as chairman of any such meeting may, and on the request of any Shareholder or his proxy, shall make such appointment. In case any Person appointed as inspector shall fail to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting, or at the meeting by the Officer or Person acting as chairman. The inspectors of election shall determine the number of Shares outstanding, the voting power of each, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes, ballots, assents or consents, hear and determine all challenges and questions in any way arising and announce the result, and do such acts as may be proper to conduct the election or vote with fairness to all Shareholders. No inspector whether appointed by the Board of Directors or by the Officer or Person acting as chairman need be a Shareholder. 2.13 Informal Action by Shareholders - Any action required to be taken at a meeting of Shareholders, or any other action which may be taken at a meeting of Shareholders, may be taken without a meeting and notice thereof if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter set forth. 2.14 Access to Records - Any Shareholder and any designated representative thereof shall be permitted access to all records of the corporation at all reasonable times, and may inspect and copy any of them. Inspection of the corporation's books and records by an official or agency administering the securities laws of any jurisdiction in which the corporation's Shares are registered, shall be provided upon reasonable notice and during normal business hours. The corporation or its transfer agent shall maintain as part of its books and records and shall make available for inspection by any Shareholder or the Shareholder's designated agent at the home office of the corporation upon the request of the Shareholder an alphabetical list of the names, addresses, and telephone numbers of the Shareholders of the corporation along with the number of Shares held by each of them (the "Shareholder List"). The Shareholder List shall be updated at least quarterly to reflect changes in the information contained therein. A copy of the Shareholder List shall be mailed to any Shareholder requesting the Shareholder List within ten days of the request. The copy of the Shareholder List shall be printed in alphabetical order, on white paper, and in a readily readable type size (in no event smaller than 10-point type). A reasonable charge for copy work may be charged by the corporation. The purposes for which a Shareholder may request a copy of the Shareholder List include, without limitation, matters relating to Shareholders' voting rights and the exercise of Shareholders' rights under federal proxy laws. If the Advisor or Directors of the corporation neglects or refuses to exhibit, produce, or mail a copy of the Shareholder List as requested, the Advisor, and the Directors shall be liable to any Shareholder requesting the list for the costs, including attorneys' fees, incurred by that Shareholder for compelling the production of the Shareholder List, and for actual damages suffered by any Shareholder by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the requests for inspection or for a copy of the Shareholder List is to secure such list of Shareholders or other information for the purpose of selling such list or copies thereof, or of using the same as a commercial purpose other than in the interest of the applicant as a Shareholder relative to the affairs of the corporation. The corporation may require the Shareholder requesting the Shareholder List to represent that the list is not requested for a commercial purpose unrelated to the Shareholder's interest in the corporation. The remedies provided hereunder to Shareholders requesting copies of the Shareholder List are in addition to, and shall not in any way limit, other remedies available to Shareholders under federal law, or the laws of any state. 2.15 Liability of Shareholders - The Shares of the corporation, to the extent they are validly issued and fully paid, shall be non-assessable. A-5 ARTICLE 3. DIRECTORS 3.1 General Powers - The property, affairs, and business of the corporation shall be managed under the direction of the Board of Directors. It is the intent of the corporation that it engage primarily in the business of real estate mortgage lending (including participation in mortgage bond financing through the purchase of first mortgage bonds) to churches and other non-profit organizations. Any other investment, other than Permitted Temporary Investments as allowed by the corporation's established investment guidelines from time to time, shall be only with the approval of a majority of the Independent Directors as defined in Section 3.3 hereof. It shall be the duty of the Board of Directors to ensure that the purchase, sale, retention, and disposal of the corporation's assets and the investment policies of the corporation are in compliance with restrictions applicable to real estate investment trusts pursuant to the Internal Revenue Code of 1986, as amended from time to time. Without concurrence of a majority of the outstanding Shares, the Directors may not: (i) amend the corporation's Articles of Incorporation or Bylaws, except for amendments which do not adversely affect the rights, preferences and privileges of Shareholders, including amendments to provisions relating to, Director qualifications, fiduciary duty, liability and indemnification, conflicts of interest, investment policies or investment restrictions; (ii) sell all or substantially all of the corporation's assets other than in the ordinary course of the corporation business or in connection with liquidation and dissolution; (iii) cause the merger or other reorganization of the corporation; or (iv) dissolve or liquidate the corporation, other than before the initial investment in property. 3.2 Number - The initial number of Directors shall be six (6) which number may be increased or decreased by the affirmative vote of a majority of the Directors, but shall not be less than three (3) nor more than nine (9). In the event a majority of the Directors increases the number of Directors, the Shareholders, at any regular or special meeting in which notice of such meeting contains a statement of the proposed increase in Directors, shall have the power to elect such additional Directors to hold office until the next annual meeting of the Shareholders, and until their successors are elected and qualified. A Director shall be elected upon having received the affirmative vote of a simple majority of the Shareholders entitled to vote at such meeting. In addition, a majority of Shareholders present in person or by proxy ~~at a Regular Meeting at which a quorum is present,~~voting in favor of the Sale and/or the Plan of Dissolution and the Dissolution.

[_] FOR [_] AGAINST [_] ABSTAIN

The Board of Directors recommends a vote “FOR” each of the above proposals.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

(CONTINUED FROM THE OTHER SIDE)

This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR Proposals 1, 2 and 3.

Please sign exactly as name appears below. When shares are held by joint tenants, both must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titles as such. If a corporation or other entity, please sign in full corporate name by president or other authorized officer. If a partnership, please sign by authorized person.

Date: ____________, 2022

___________________________

SIGNATURE

___________________________

TITLE (IF APPLICABLE)

____________________________

SIGNATURE (IF HELD JOINTLY)

PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY

USING THE ENCLOSED ENVELOPE.

24111971v1

Appendix A

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, is dated May 27, 2022, is between the undersigned American Church Mortgage Company, a Minnesota corporation (“Seller”), and OSK XII, LLC, a Minnesota limited liability company (“Buyer”) and sets forth the terms and conditions whereby the Seller agrees to sell and the Buyer agrees to purchase the Assets and Bonds identified herein, which constitutes substantially all the assets of Seller.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Buyer hereby agree as follows:

1. Definitions. Capitalized terms shall be defined as set forth in this Agreement, including in Appendix A to this Agreement.

2. Agreement to Purchase and Sell. Subject to and in accordance with the terms and conditions of this Agreement, the Seller hereby agrees to sell, assign, transfer and convey to the Buyer on the Closing Date, and the Buyer hereby agrees to purchase and accept on the Closing Date, all rights, title, and interests of the Seller, together with all payment and performance obligations of the Seller, as of the Closing Date, in, to and under the Assets (including REO) and the Bonds set forth on Schedule A and Schedule B, respectively, attached hereto.

3. Payment of Purchase Price; Closing. The closing shall occur and the Purchase Price shall be paid on the Closing Date. Closing Documents shall be delivered by hand or overnight delivery no later than the Closing Date.

3.1 Reserved.

3.2 Payment of Adjusted Purchase Price. On the Closing Date, the Buyer shall pay to the Seller by wire transfer in immediately available funds, the amount of the Purchase Price adjusted as follows: (i) less all payments received by the Seller on account of the Loans and the Bonds from the Calculation Date through the day before the Closing Date, (ii) plus the aggregate amount of asset level expenses set forth on Schedule C. The Purchase Price shall be allocated to the Assets and Bonds on a settlement statement prepared by the Buyer and available for the Buyer’s review two Business Days prior to the Closing Date. At least two days prior to the Closing Date, Buyer shall deliver to an account owned and controlled by Buyer at the Bond Trustee, the funds sufficient to redeem Seller’s Secured Investor Certificates, which amount shall equal $21,976,500, plus interest from April 1, 2022 through the Closing Date or the actual date of redemption of the Secured Investor Certificates whichever is later.

3.3 Conveyance. Upon receipt of the Purchase Price, the Seller shall sell, assign, transfer and convey the Assets and Bonds to the Buyer subject to and in accordance with the provisions of this Agreement.

3.4 Taxes, Fees, Etc. The Buyer shall pay all transfer, filing and recording fees, taxes, and any applicable documentary taxes, required to be paid, and hereby agrees to indemnify and hold the Seller harmless from and against any and all claims, liability, costs and expenses arising out of or in connection with the failure of the Buyer to pay any such amount on a timely

basis. This Section shall not require the Buyer to pay any taxes, costs or expenses related to the Seller’s sale or income tax obligations occasioned by the sale of the Assets or Bonds.

3.5 Payments Subsequent to the Closing Date. From time to time after the Closing Date, the Seller shall pay to the Buyer, promptly after receipt thereof, the amount of any Collections received by the Seller on or after the Closing Date (to the extent collected in good funds by the Seller).

4. Transfer of Assets and Bonds.

4.1 Closing Documents. Not later than the Business Day prior to the Closing Date, the Seller shall deliver to the Buyer (i) a Bill of Sale in the form attached hereto as Attachment 1, selling, assigning, transferring and conveying to the Buyer all rights, title and interests of the Seller in, to and under the Loans, all on the terms and conditions set forth in this Agreement; (ii) the original Notes, or affidavits of lost Notes, endorsed to the Buyer by allonge in the form attached hereto as Attachment 2; (iii) the original Bonds, to the extent in existence, and the bond powers necessary to transfer title to the Bonds list on Schedule B hereto and held by Seller as of the date of Closing Date, in the form attached hereto as Attachment 3 (iv) the original Bonds (v) assignments of the Mortgages in the form attached hereto as Attachment 4; and (v) a Deed in the form attached hereto as Attachment 5, selling, assigning, transferring and conveying to the Buyer all rights, title and interests of the Seller in, to and under the REO, all on the terms and conditions set forth in this Agreement (collectively, the “Closing Documents”). The endorsements and assignments included in the Closing Documents shall be without recourse, representation or warranty of any kind or nature. Such qualifying language on the endorsements and assignments shall not affect, limit or enlarge the obligations of the Seller and the rights, remedies and recourse of the Buyer under this Agreement. The Closing Documents shall be held in escrow pending closing.

4.2 Reserved.

4.3 Delivery of Collateral Documents, Etc. Promptly after the closing, the Seller shall deliver to the Buyer the entire Review File including, without limitation, originals of each Collateral Document to the extent originals are in the Seller’s possession.

4.4 Execution of Separate Asset and Bond Assignments. At and after the closing, to the extent prepared by the Buyer, the Seller shall execute, and acknowledge if appropriate, for delivery to the Buyer one or more additional documents to the extent required by applicable public recording or filing laws to transfer to such Buyer the rights, title and interests of the Seller in, to and under the purchased Assets and Bonds (collectively, “Separate Assignments”). The Separate Assignments shall be without recourse, representation or warranty of any kind or nature. Such qualifying language on the Separate Assignments shall not affect, limit or enlarge the obligations of the Seller and the rights, remedies and recourse of the Buyer under this Agreement. The Buyer shall prepare and furnish any and all further Separate Assignments, if necessary, in form satisfactory to the Seller. The Buyer shall promptly file or record each Separate Assignment, at its sole cost and expense.

4.5 Hazard, Liability Insurance, Etc. At the request and sole cost and expense of the Buyer, the Seller shall cooperate with the Buyer in executing written requests to each hazard, casualty and liability insurer, and to the writing agent for each flood hazard insurer, issuing a policy of insurance obtained by an Obligor with respect to the Assets and Bonds, requesting an endorsement of its policy of insurance effective on the Closing Date adding the Buyer as the mortgagee, the loss payee and/or an insured named therein, as the case may be, together with instructions that such endorsement be forwarded directly to the Buyer, with a copy to the Seller at the address herein specified for notices. Each such request shall be prepared by the Buyer at its sole cost and expense, and any additional premium or other charge in connection therewith shall be paid by the Buyer. The Buyer shall not be entitled to be added to or acquire an interest in any policy of insurance obtained by the Seller. Any loss on or after the Closing Date either to an Obligor, the Buyer or to the value or collectability of the Assets and Bonds due to the Seller’s cancellation of collateral or real property risk insurance or its failure to identify the Buyer as loss payee, mortgagee or other insured is the sole responsibility of the Buyer. To the extent the Assets or Bonds constitute personal or real property, the Seller expressly disclaims any obligation to provide title insurance, pay property taxes, or pay any related transaction taxes or other fees.

5. Representations and Warranties of the Buyer. The Buyer hereby represents and warrants as follows:

5.1 Organization, Existence, Etc. The Buyer is duly formed or organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization, and is registered or qualified to conduct business in all other jurisdictions in which the failure to be so registered or qualified would materially and adversely affect the ability of the Buyer to perform its obligations hereunder.

5.2 Authority and Enforceability, Etc. The Buyer has the power and authority to execute, deliver and perform each of the Sale Documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance. The Buyer’s execution of this Agreement and its performance of its obligations hereunder are not subject to any further approval, vote or contingency from any person or committee. Assuming due authorization, execution and delivery by the Seller, the Sale Documents and all obligations of the Buyer thereunder are the legal, valid and binding obligations of the Buyer, enforceable in accordance with the terms of the Sale Documents, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Conflict with Existing Laws or Contracts. The execution and delivery of the Sale Documents and the performance by the Buyer of its obligations thereunder will not conflict with or be a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which the Buyer is subject; and the Buyer has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Buyer of the Sale Documents.

5.4 Financial Condition. Neither the Buyer nor any general partner, limited partner, shareholder or joint venturer in the Buyer is involved in any financial difficulties which would impair or prevent a closing pursuant to this Agreement on the Closing Date. The Buyer has now and will have as of the Closing Date sufficient liquid assets, capital and net worth to meet its obligations under the Sale Documents and to pay the Purchase Price without any financing or other contingencies.

5.5 Decision to Purchase. The Buyer’s bid and decision to purchase the Assets and Bonds is based upon its own comprehensive review and independent expert evaluation and analysis of the Review File and other materials deemed relevant by the Buyer and its agents. The Buyer has made such independent investigation and due diligence review as the Buyer deems to be warranted into the nature, title, attachment, perfection, priority, validity, enforceability, collectability, and value of the Assets and Bonds, the title, condition and value of any collateral securing the Assets or Bonds, the market conditions and other characteristics of the places where any such collateral is located, and all other facts it deems material to the purchase of the Assets and Bonds.

5.6 No Reliance. In entering into this Agreement and the other Sale Documents, the Buyer has not relied upon any oral or written information from the Seller or any of their respective employees, agents, attorneys or representatives, other than the limited representations and warranties of the Seller contained herein. The Buyer acknowledges that no employee, agent, attorney or representative of the Seller has been authorized to make, and that the Buyer has not relied upon, any statements, representations or warranties other than those specifically contained in this Agreement.

5.7 Buyer a Sophisticated Investor. The Buyer is a sophisticated investor (as that term is used in regulations promulgated under the Securities Act of 1933) who could withstand the loss of the entire Purchase Price.

5.8 Information True and Correct, Full Disclosure. The information provided by the Buyer in connection with its qualification as a bidder, was true and correct on the date provided and did not omit any information necessary to the accuracy and full disclosure of information provided and such information is accurate and complete on the date hereof.

5.9 Confidentiality Agreement. The Buyer has not violated any of the terms of the Confidentiality Agreement. At no time has the Buyer or any of its representatives or agents communicated with any Obligor or any of its representatives or agents regarding the Assets and Bonds. The Buyer has no affiliation with, any ownership interest in, or agreement with the Obligor or any of its representatives or agents regarding the Assets or Bonds.

5.10 Brokers. No broker or other party entitled to a commission is involved in connection with this transaction.

6. Seller’s Representations, Warranties and Recourse. This sale is made without recourse against the Seller, or representation or warranty by the Seller, whether express, implied or imposed by law, of any kind or nature except as provided in Sections 6 and 23 of this Agreement. The Seller has attempted to provide accurate information to the Buyer. Without

limiting the generality of the foregoing, the Seller does not represent, warrant or insure the accuracy or completeness of any information or its sources of information contained in the Review File, Collateral Documents, Assets, Notes, REO, Bonds or Loans (whether contained in originals, duplicate originals, copies, or magnetic media, including computer tapes and disks), including without limitation any reports or other information prepared by accountants, engineers, appraisers, environmental consultants or other professionals. The Seller has not, does not and will not make any representations or warranties with respect to the collectability of any Loan or Bond or the value or condition any Mortgaged Property or REO or collateral securing any Loan or any Bond. To the extent the Assets, REO or Bonds constitute personal or real property, such property is sold “as is, where is,” and without any warranties of any kind or type and the Seller expressly disclaims any representations or warranties with respect to such property.

6.1 Representations and Warranties by the Seller. The Seller hereby represents and warrants as follows:

6.1.1 Organization, Existence, Etc. The Seller is duly formed or organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization, and is registered or qualified to conduct business in all other jurisdictions in which the failure to be so registered or qualified would materially and adversely affect the ability of the Seller to perform its obligations hereunder.

6.1.2 Authority, Enforceability, Etc. Subject to obtaining the approvals set forth in Section 7.4 of this Agreement, the Seller has taken all necessary action to authorize execution, delivery and performance of each of the Sale Documents to which it is a party. Assuming due authorization, execution and delivery by the Buyer and obtaining the approvals set forth in Section 7.4, the Sale Documents and all the obligations of the Seller thereunder are the legal, valid and binding obligations of the Seller enforceable in accordance with the terms of the Sale Documents, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

6.1.3 Conflict with Existing Laws or Contracts. The execution and delivery of the Sale Documents and the performance by the Seller of its obligations thereunder will not conflict with or be a breach of any material provision of any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which the Seller is subject; and the Seller has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Seller of the Sale Documents.

6.1.4 Legal Action Against Seller. There is no action, suit or proceeding of which the Seller has received actual notice pending against the Seller in any court or by or before any other governmental agency or instrumentality which would materially affect the ability of the Seller to carry out the transactions contemplated by the Sale Documents.

6.1.5 Brokers. No broker or other party entitled to a commission is involved in connection with this transaction.

6.2 Representations and Warranties by Seller as to the Assets and Bonds. The Seller hereby represents and warrants that, as to the Assets and Bonds only, the following representations and warranties are true and correct in all material respects as of the date hereof, except with respect to Sections 6.2.4 and 6.2.9, which shall be true and correct as of the Closing Date.

6.2.1 Title to Assetsand Bonds. Upon repayment of Seller’s Secured Investor Certificates, the Seller has good title to and is the sole owner of the Assets and the Bonds, free and clear of any liens, claims, encumbrances or other charges whatsoever. The Assets and Bonds are not subject to any prior assignment, conveyance, transfer or participation or agreement to assign, convey, transfer or participate, in whole or in part.

6.2.2 Enforceability. The Bonds, Notes and Mortgages are the legal, valid and binding obligations of the Obligor thereof, enforceable against such Obligor in accordance with their terms (a) except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) except particular remedies, waivers and other provisions may not be enforceable, but such unenforceability does not affect the practical realization of the intended benefits of the Mortgages, meaning the ability of the holder thereof to foreclose the Mortgages for any payment default by the maker or obligor thereunder.

6.2.3 No Defense by Obligor. To the best of Seller’s knowledge, the Obligor has no valid defense that prevents enforcement by the holder thereof of the provisions of the Bonds, Notes or Mortgages, or realization by the holder thereof or its assigns against the Mortgaged Property that arises from applicable local, state or federal laws, regulations or other requirements pertaining to usury and any or all other requirement of any federal, state or local law including, without limitation, truth-in-lending, real estate settlement procedures, consumer credit protection, and equal credit opportunity or disclosure laws applicable to such Bonds and Loans. To the best of the Seller’s knowledge, the Loans and the Bonds are not subject to any valid right of rescission, set-off, abatement, diminution, counterclaim or defense that prevents enforcement by the Bond Trustee or the Seller thereof or either of their assigns of the provisions of the Bonds, Notes or Mortgages, or realization by the Bond Trustee or Seller thereof or their assigns against the Mortgaged Property of the intended benefits of such Mortgage and no such claims have been asserted as of the date hereof with respect to such Loan.

6.2.4 Certain Schedule Information. The information set forth on Schedule A and Schedule B is true and correct as of the date of calculation.

6.2.5 No Modification. Except by written instrument or other written documentation contained in the Review File, neither the Seller nor the Bond Trustee nor, to the best of the Seller’s knowledge, any prior holder of the Loans or the Bonds has modified any Note, Bond or Mortgage or satisfied, canceled or subordinated any Note, Bond or Mortgage in whole or in part or released all or any material portion of the Mortgaged Property from the lien of the Mortgages or executed any instrument of release, cancellation or satisfaction. The Notes, the Bonds, and the Mortgages and any documents modifying their terms included in the Review File are true and correct copies of the documents they purport to be and have not been

superseded, amended, modified, canceled or otherwise changed except as disclosed in the Review File.

6.2.6 Review File. With the exception of any Excluded Information, the Review File includes all material documents in the possession of the Seller, or copies thereof, relating to the Assets and Bonds.

6.2.7 Disbursement of Loan Proceeds. No Obligor has the right to disbursement of additional loan proceeds or future advances with respect to the Loans or the Bonds.

6.2.8 Cross-Collateralization; Retained Credits. The Loans and the Bonds are not secured by the same property as any other loan or bond held by the Seller or its affiliated entities, which is not the subject of this Agreement. Seller is not retaining any credit, depository or trust relationships with an Obligor or any Obligor’s agents, employees.

6.2.9 Litigation. Except as set forth on Schedule D, there is no litigation, proceeding or governmental investigation pending, or any order, injunction or decree outstanding, existing or relating to the Assets, Bonds or Mortgaged Property.

6.2.10 Insolvency; Deceased Obligor. Neither any Mortgaged Property nor any portion thereof is the subject of, and no Obligor is a debtor in, any state or federal bankruptcy or insolvency or similar proceeding. To the best of Seller’s knowledge, no Obligor is deceased.

7. Conditions Precedent to Closing. The respective obligations of the Buyer and the Seller to complete the purchase and sale of the Assets and Bonds pursuant to this Agreement are subject to the fulfillment on or prior to Closing Date of each of the following additional conditions to be fulfilled by the other, unless the same is specifically waived in writing by the party for whose benefit the same is to be fulfilled:

7.1 Performance of Covenants. The Seller and the Buyer shall have performed all of their respective covenants and agreements contained herein which are required to be performed by them on or prior to the Closing Date.

7.2 Representations and Warranties. All representations and warranties of the Buyer set forth in Section 5 and the Seller set forth in Section 6.1 of this Agreement shall be true in all material respects at and as of the Closing Date.

7.3 Governmental Approvals. All requisite federal, state and local governmental and regulatory approvals relating to the transactions contemplated hereby, if any, shall have been obtained.

7.4 Seller Approvals. Seller shall have obtained approval of this Agreement and the transactions contemplated herein by its Board of Directors and Shareholders.

7.5 Other Approvals. Upon the request of the other, the Seller and the Buyer shall provide certified copies of appropriate resolutions, directions and consents approving the execution and delivery of the Sale Documents and the consummation of the transactions

contemplated thereby together with such other certificates of incumbency and other evidences of authority as the Seller or the Buyer or their respective counsel may reasonably require.

8. Certain Obligations of the Buyer.

8.1 Collection Practices. Including, without limitation, during the Post-Close Servicing Period, the Buyer will not violate any laws relating to unfair credit collection or foreclosure practices in connection with the Assets or Bonds. The Buyer hereby agrees to indemnify the Seller and to hold it harmless from and against any and all claims, demands, losses, damages, penalties, fines, forfeitures, judgments, legal fees and any other costs, fees, and expenses incurred by the Seller as a result of (1) a breach by the Buyer of the aforesaid warranty or (2) any claim, demand, or assertion that, after the Closing Date, the Buyer was in any way involved in or had in any way authorized any unlawful collection or foreclosure practices in connection with the Assets and Bonds transferred to the Buyer pursuant to this Agreement. The Buyer agrees to notify the Seller within ten Business Days of notice or knowledge of any such claim or demand.

8.2 Reporting to or for the Internal Revenue Service. The Buyer agrees to submit all Internal Revenue Service Forms and Information Returns for the Assets or Bonds for the period during which it owns the Assets or Bonds.

8.3 Buyer’s Duties Regarding Litigation. If any Asset or Bond is or becomes subject to any claim, action, lawsuit, foreclosure action, bankruptcy, or other proceeding, administrative or judicial, or similar action filed by or against any Obligor (collectively, “Litigation”), Buyer shall, within ten days after the Closing Date, provide Seller and Seller’s counsel in connection with each such Litigation with the name of counsel selected by Buyer to represent Buyer’s interests in such Litigation. Buyer shall, at its own cost, liability, responsibility and risk, within ten days after the Closing Date, notify the applicable clerk of all applicable courts and all counsel of record that ownership of the subject Asset or Bond was transferred from Seller to Buyer. Buyer shall, at its own cost, have its counsel file appropriate pleadings with all applicable courts within ten days after the Closing Date substituting Buyer’s counsel for Seller’s counsel, removing Seller as a party to all Litigation and substituting Buyer as the real party in interest in all such Litigation, such that Seller shall have no further obligation with respect to any such Litigation, including any fees or costs of any receiver arising from and after the Closing Date. Seller shall have the right to notify its counsel representing its interests to cease participating in all Litigation upon the Closing Date or any date thereafter. Buyer hereby irrevocably appoints the Seller and Seller’s agents as the true and lawful attorney of Buyer (which appointment is coupled with an interest) in the name, place and stead of, and at the expense of, the Buyer to take such actions and file such motions and other documents with the court and otherwise as necessary to substitute Buyer in place of Seller in all such Litigation, to effectuate Seller’s counsel’s withdrawal as counsel from the Litigation, and to otherwise effectuate Buyer’s assumed obligations with respect to such Litigation. Seller may, but shall not be obligated to, utilize this power of attorney.

9. Notice to Obligor. The Buyer and Seller shall, within 30 days after the Closing Date or such other period as may be required by applicable regulations or laws, give notice of this transfer to the Obligors by first class U.S. Mail.

10. Notice of Claim. The Buyer shall immediately notify the Seller of any claim, threatened claim, or any litigation against the Seller or any of their predecessors or affiliates, which may come to its attention relating to the Assets or Bonds.

11. Notices. All notices or deliveries required or permitted hereunder shall be in writing and delivered personally or by generally recognized overnight delivery service, and shall be deemed given (a) when delivered, if delivered personally, or (b) on the following Business Day, if sent by generally recognized overnight delivery service or email, in each case to the Seller at the following address, to the Buyer at the address set forth on the signature page below, or such other address as either party may hereafter designate by notice given in compliance with this Section to the other party:

SELLER:

American Church Mortgage Company
10400 Yellow Circle Drive, Suite 102
Minnetonka, Minnesota 55343
Attention: Philip Myers
Email: phil@amerinvest.com

12. Severability. Each part of this Agreement is intended to be severable. If any term, covenant, condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, and such illegality, invalidity, or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.

13. Construction. Unless the context otherwise requires, singular nouns and pronouns (including defined terms), when used herein, shall be deemed to include the plural and vice versa, and impersonal pronouns shall be deemed to include the personal pronoun of the appropriate gender.

14. Assignment. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including any attachments hereto, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors, and assigns. Notwithstanding anything herein to the contrary, however, the Buyer shall not assign its rights under this Agreement without the prior written consent of the Seller, except that the Buyer may assign its rights under this Agreement to an affiliate, and in the event of any assignment both the Buyer and assignee shall be jointly and severally liable hereunder.

15. Entire Agreement; Prior Understandings. This Agreement supersedes any and all prior discussions and agreements between the Seller and the Buyer with respect to the purchase of the Assets and Bonds and other matters contained herein, and this Agreement contains the sole and entire understanding between the parties hereto with respect to the transactions contemplated herein.

16. Survival. Each and every covenant made by the Buyer or the Seller in this Agreement shall not survive the closing and shall merge into the Closing Documents, provided, however, that the Seller's representations and warranties set forth in Section 6.2 shall be independently enforceable for a 30 day period following the Closing Date, after which time no claim for breach of Section 6.2 may be made.

17. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Minnesota.

18. Amendment. The Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Seller and Buyer. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 18 shall be void, ab initio.

19. Fees and Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such fees or expenses.

20. Time of the Essence. Time is of the essence of all provisions of this Agreement.

21. Further Assurances. Seller agrees to execute and deliver such instruments and take such further actions as Buyer may, from time to time, request in order to effectuate the purposes and to carry out the terms of this Agreement.

22. Servicing Transfer. Except as set forth in this Section 22, the Assets and Bonds are being sold on a servicing-released basis. From the Closing Date through and including December 31, 2022, Seller and its Advisor will continue to service and administer the Assets and Bonds in the same manner as previously serviced by or on behalf of Seller (except that Seller shall not take any material action without the prior written approval of Buyer). On the first Business Day of each month during the Post-Close Servicing Period, Buyer shall pay Advisor a monthly servicing fee of $24,000. At the sole cost and expense of Buyer, Seller and Advisor will cooperate in the appointment of TMI Trust Company as successor bond trustee (or any other substitute or successor bond trustee designated by Buyer) with respect to all bond issuances. At the sole cost and expense of Buyer, Seller and Advisor shall cooperate with requests of Buyer relating the transfer of servicing, including, without limitation, by cooperating with any designated successor servicer and cooperating with requests related to ACH authorizations.

23. Limitation of Damages. Neither party shall be liable to the other party for any consequential, special or punitive damages. If the Seller fails to consummate the sale of the Assets and the Bonds upon the terms and conditions set forth in this Agreement, the Buyer's sole remedy shall be for specific performance or for the refund of any sums previously received by the Seller from the Buyer. If after the Closing Date the Seller breaches any representation or warranty set forth in Section 6 which has not expired, the Buyer shall give written notice

to the Seller within 30 days of discovery of such breach, and the Seller shall have the right to cure such breach during a period of ninety (90) days after receipt of such notice. If such breach or failure is not duly cured within such ninety (90) day period, or not waived or consented to in writing by the Buyer, the Seller shall elect, in its sole discretion to either (i) repurchase the Assets and Bonds at the Repurchase Price, or (ii) to pay to Buyer the Buyer's actual damages directly caused by such breach, up to an amount not exceeding the Repurchase Price. The Buyer's remedies set forth in this Section 23 shall be the exclusive remedies of the Buyer, and the Buyer shall not be entitled to any other rights, remedies or other relief, at law or in equity, for the Seller's breach of any representation, warranty or covenant set forth in this Agreement.

24. Termination. This Agreement may be terminated as follows:

(a) at any time prior to the Closing Date, by either party by providing written notice to the other party;

(b) at any time prior to the Closing Date, by the mutual written consent of Seller and Buyer; or

(c) after December 31, 2022, by either party by providing written notice to the other party if the closing has not occurred by December 31, 2022.

If this Agreement is terminated pursuant to Section 24(a) then the terminating party shall pay the Termination Fee by wire transfer in immediately available funds within two Business Days of such termination to the non-terminating party. Upon termination, the parties hereto shall bear their own costs and expenses.

25. Indemnification by Buyer. With respect to any Proceeding brought by someone other than a party to this Agreement against one or more of the Seller Indemnitees and that in any way directly or indirectly relates to the Assets, Bonds or REO acquired by Buyer after the Closing Date, Buyer shall indemnify those Seller Indemnitees against all indemnifiable Losses arising out of such Proceeding.

26. Limited Solicitation of Other Bids. Seller shall not, and shall not authorize or permit any of its affiliates to, directly or indirectly, encourage, solicit, initiate, facilitate or continue inquiries regarding an acquisition proposal. Seller shall promptly (within two Business Days) advise Buyer orally and in writing of any acquisition proposal for the Seller or the Assets and Bonds, or any inquiry it receives with respect to or which could reasonably be expected to result in an acquisition proposal for Seller or the Assets and Bonds and the material terms and conditions of such request including the identity of the person or entity making the same. Notwithstanding anything in the Agreement to the contrary, if Seller receives an acquisition proposal that Seller’s Board of Directors concludes in good faith, after consultation with outside counsel, constitutes a Superior Proposal (as defined below), Seller may, if it determines in good faith, after consultation with outside counsel, take such action is required to comply with its fiduciary duties to its shareholders under applicable law, engage in negotiations with such third party, and supply such third party with information on Seller and/or terminate this Agreement as set forth in Section 24(a) of this Agreement. Seller shall provide prior written notice to Buyer, at least two days in advance of its taking any action contemplated by this Section 26 or Section 24(a) with respect to any Superior

Proposal. As used herein, “Superior Proposal” means any bona fide acquisition proposal made in writing (x) that includes consideration that the Seller’s Board of Directors in good faith determines is greater than the Purchase Price, and otherwise is on terms that the Seller’s Board of Directors has determined in its good faith judgment (after consultation with outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) are more favorable to Seller’s shareholders from a financial point of view than this Agreement, (y) with respect to which the Seller’s Board of Directors has determined in good faith (after consultation with outside counsel and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) is reasonably likely to be consummated (if accepted), and (z) that is not subject to any financing or due diligence conditions.

27. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signatures on Following Page]

EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE.


BUYER:		SELLER:
OSK XII, LLC		AMERICAN CHURCH MORTGAGE COMPANY

By: /s/ Adam Bernier		By: /s/ Philip J. Myers
Name: Adam Bernier		Name: Philip Myers
Title: Chief Financial Officer		Title: Chairman, President and Secretary

Buyer’s Address for Notice:

c/o O’Brien-Staley Partners

5050 France Avenue South

Edina, Minnesota 55410

Attention: Adam Bernier

Email: adam.bernier@osp-group.com

Acknowledged and Agreed as to Section 22 only:

ADVISOR:

CHURCH LOAN ADVISORS, INC.

By: /s/ Philip J. Myers

Name: Philip Myers

Title: Chief Executive Officer

Appendix B

PLAN OF LIQUIDATION AND DISSOLUTION

American Church Mortgage Company

THIS PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION (the “Plan”) is a plan of complete liquidation and dissolution of American Church Mortgage Company, a Minnesota corporation (the “Company”), that was reviewed, approved and adopted by the Company’s Board of Directors (the “Board”) as of May 26, 2022 and the Company’s shareholders as of June [●], 2022 (the “Effective Date”).

WHEREAS, on June [●], 2022 the Company completed a sale of substantially all of its assets for cash consideration (the “Proceeds”) pursuant to the terms of the Asset Sale Agreement dated as of May 27, 2022 by and between the Company and OSK XII, LLC;

WHEREAS, on May 26, 2022, the Board held a meeting (the “Board Meeting”) to discuss the complete liquidation and dissolution of the Company pursuant to a plan of complete liquidation and dissolution and approved the Plan, and on June [●], 2022, the Company’s shareholders held a special meeting (the “Shareholder Meeting”, collectively with the Board Meeting the “Meetings”) to discuss the complete liquidation and dissolution of the Company pursuant to the Plan;

WHEREAS, at the Meetings, the Board and the shareholders of the Company determined that it was in the best interests of the Company and the shareholders of the Company, because the Company sold substantially all of its assets, that the Company be dissolved in accordance with and pursuant to Minnesota Statutes Chapter 302A (the “MBCA”) and section 331 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, at the Meetings, the Board and the shareholders of the Company discussed, reviewed and approved the complete liquidation and dissolution of the Company and adopted this Plan for the complete liquidation and dissolution of the Company; and

WHEREAS, at the Meetings, the members of the Board and the appropriate officers were authorized to take any and all action necessary to effect and complete the liquidation and dissolution of the Company pursuant to the Plan.

NOW, THEREFORE, the Company shall be liquidated and dissolved as follows:

Winding Up, Liquidation and Dissolution. As of the date the Company files its Notice of Intent to Dissolve with the Minnesota Secretary of State pursuant to Minn. Stat. § 302A.723, the Company shall not engage in any business activities except to the extent necessary to preserve the value of its assets, wind up the business and affairs of the Company, and distribute its assets in accordance with this Plan and the applicable provisions of the MBCA.

Provision for Payment of Debts and Creditors. In accordance with the applicable provisions of the MBCA, the Proceeds shall first be applied to pay any and all known debts, obligations and liabilities of the Company, or adequate provision shall be made for the payment thereof; and, to the extent there are any pending legal, administrative or arbitration proceedings by or against the Company, adequate provision shall be made for the satisfaction of any judgment, order or decree that may ~~without~~be entered against the necessity for concurrence by the Directors, vote to elect the Directors. 3.3 Qualifications; Independent Directors and Term of Office - At all times, the corporation intends to be qualifiedCompany as a ~~real estate investment trust under~~result thereof.

Distribution of Assets. After complying with the ~~Internal Revenue Code. Directors need not (but may) be Shareholders~~requirements of ~~this corporation, nor are Directors required to be residents~~Section 2, and in accordance with the applicable provisions of the ~~State of Minnesota. A non-Independent Director shall have had at least three years of relevant experience demonstrating the knowledge~~MBCA, all remaining property and ~~experience required to successfully acquire and manage the type of~~ assets ~~being acquired by the corporation. A majority~~ of the ~~Board of Directors~~Company shall be ~~"Independent Directors," with at least one Independent Director having had at least three years of relevant real estate experience. The initial Board of Directors set forth~~distributed completely, and in their entirety, to all the organizational minutes of this corporation shall serve for a one-year term or until the next annual meeting of Shareholders when a successor shall have been elected and qualified. At the first annual meeting of Shareholders and at each annual meeting thereafter, the Shareholders shall elect Directors to hold office for a one year term or until their successors are elected and qualify. Shareholders desiring to nominate a Person for election as a Director shall deliver written notice of such nomination at least 90 days prior to an annual meeting of Shareholders and within seven (7) days following the date on which notice of a special meeting of Shareholders to elect Directors is first given to eachshareholders of the ~~corporation Shareholders. Each~~Company, pro-rata in accordance with the number of shares owned by each shareholder, less any accrued service charges and any accrual for costs and expenses of the Directors of the corporation shall hold office until the annual meeting next following or closely coinciding with the expiration of his/her term of office and until his/her successor shall have been elected and shall qualify, or until he or she shall resign, or shall have been removed as provided by statute. 3.4 Quorum - A majority of the Board of Directors shall constitute a quorum for the transaction of business; provided, however, that if any vacancies exist by reason of death, resignation or otherwise, a majority of the remaining Directors shall constitute a quorum for the conduct of business. If less than a quorum is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.5 Regular Meetings - As soon as practical after each regular meeting of Shareholders, the Board of Directors shall meet for the purposes of organization, choosing the Officers of the corporation and for the transaction of other business at the place where the Shareholders' meeting is held or at the place where regular meetings of the Board of Directors are held. No notice of such meeting need be given. Such first meeting may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meetings or in a consent and waiver of notice signed by all the Directors. Other regular meetings of the Board of Directors shall be held from time to time at such time and place as may from time to time be fixed by resolution adopted by a majority of the whole Board of Directors. Unless notice shall be waived by all Directors entitled to notice, notice shall be given in the same manner as prescribed for notice of special meetings. A-6 3.6 Special Meetings - Special meetings of the Board of Directors may be held at such time and place as may from time to time be designated in the notice or waiver of notice of the meeting. Special meetings of the Board of Directors may be called by the Chief Executive Officer, or by any two Directors. Unless notice shall be waived by all Directors entitled to notice, notice of the special meeting shall be given by the Secretary, who shall give at least twenty-four (24) hours notice thereof to each Director by mail, telegraph, telephone, or in person. 3.7 Electronic Communications - A Board of Directors meeting may be had entirely or partially by any means of communication through which the Directors may simultaneously hear each other, provided notice is given of the meeting pursuant to Section 3.9 and there are a sufficient number of participants to constitute a quorum. In addition, a Board of Directors meeting may be had entirely or partially by any means of electronic communication even if the Directors maydissolution proceedings, including, but not simultaneously hear each other provided such meeting or substance thereof is followed by a written statement by the appropriate Director or Officer and assented to by a quorum of the Board in writing within ten (10) days of such meeting. Participation in a meeting by these means shall constitute presence in person by such Person at a meeting. 3.8 Absent Director - A Director may give advance written consent or opposition, to a proposal to be acted on at a Directors' meeting. Such written consent or opposition does not constitute presence for purposes of determining the lie existence of a quorum. Written consent or opposition shall be counted as a vote on the proposal if the proposal acted on is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected. 3.9 Notice - Unless notice is waived by all Directors entitled to notice, a regular meeting of the Board of Directors may be called by giving ten (10) days notice to all Directors. A special meeting of the Board of Directors may be called by giving at least twenty-four (24) hours notice to all Directors. Notice may be given by mail, telegraph, telephone, or in person. If given by mail such notice shall be deemed given when deposited in the United States Mails. Notice by mail may not be used if the meeting is called less than four (4) days from the date of notice. The notice must specify the date, time and place of the meeting, and if a special meeting, the purpose of the meeting. 3.10 Manner of Acting - The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Notwithstanding the foregoing, any action pertaining to a transaction involving the corporation in which any Advisor, any Director or Officer of the corporation or any Affiliate of any of the foregoing Persons has an interest shall specifically be approved as being fair and reasonable to the corporation and on terms not less favorable to the corporation than those available from unaffiliated third parties. The approval may be made with respect to any isolated transactions or generally be approved with respect to any series or similar transactions, by a majority of the members of the Board of Directors who are not Affiliates of such interested party, even if such Directors constitute less than a quorum, or unless an act requires the approval of a majority of the Independent Directors as defined in Bylaw 3.3, or as required in other provisions of these Bylaws. 3.11 Transaction Involving Advisor, Sponsor, Director or Affiliates - In approving any transaction or series of transactions between the corporation and the Advisor, Sponsor, Director or any Affiliate thereof, a majority of the Directors not otherwise interested in such transaction, including a majority of the Independent Directors must determine that: (a) the transaction as contemplated is fair and reasonable to the corporation and its Shareholders and its terms and conditions are not less favorable to the corporation than those available from unaffiliated third parties; (b) if the transaction involves compensation to any Advisor or its Affiliates for services rendered in a capacity other than contemplated by the advisory arrangements, such compensation, is not greater than the customary charges for comparable services generally available from other competent unaffiliated Persons and is not in excess of compensation paid to any Advisor and its Affiliates for any comparable services; (c) if the transaction involves the making of loans (other than in the ordinary course of the corporation's business) or the borrowing of money, the transaction is fair, competitive, and commercially reasonable and no less favorable to the corporation than loans between unaffiliated lenders and borrowers under the same circumstances; and (d) if the transaction involves the investment in a joint venture, the transaction is fair and reasonable and no less favorable to the corporation than to other joint venturers. (e) Notwithstanding anything to the contrary above, if the proposed transaction involves a loan by the corporation to any Advisor, Sponsor, Director or any Affiliate thereof, or to a wholly-owned subsidiary of the corporation, A-7 and the proposed loan will not be insured or guaranteed, in whole or in part, by a government or government agency, a written appraisal must be obtained from an Independent Expert concerning the underlying property and such appraisal shall be maintained in the corporation's records for at least five years and be available for inspection and duplication by any Shareholder. In addition to the appraisal, such loan shall be subject to all requirements of the corporation's Financing Policy. financing policies, as adopted by the corporation's Board of Directors. The corporation shall not borrow money from any Advisor, Sponsor, Director or any Affiliate thereof, unless a majority of the corporation's Directors (including a majority of the independent Directors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the corporation than loans between unaffiliated parties under the same circumstances. Notwithstanding anything to the contrary, the corporation shall not make or invest in any mortgage loans that are subordinate to any mortgage or equity interest of the Advisor, Directors, Sponsors or any Affiliate of the corporation. 3.12 Compensation and Expenses - Directors and any members of any committee of the corporation contemplated by these Bylaws or otherwise provided for by resolution of the Board of Directors, shall receive such compensation therefor as may be determined from time to time by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any Director that is not an Independent Director from serving the corporation in any other capacity and receiving proper compensation therefor. Each Independent Director shall receive initial compensation of $500 per meeting, limited to, ~~Two-Thousand-Five-Hundred~~filing fees and ~~00/100 Dollars ($2,500.00) per year. In addition, the corporation shall reimburse the Directors for travel expenses~~attorneys’ fees incurred in connection with the ~~duties as Directors of the corporation. 3.13 Salaries - Salaries and other compensation of~~dissolution. Such distribution may occur all Officers of the corporation shall be fixed by the Board of Directors, which action may be taken informally without the benefit of written resolutions. Nothing herein contained shall be construed to preclude any Officer from serving the corporation as a Director, consultantat once or in ~~any other capacity and receiving proper compensation therefor. 3.14 Executive Committee - A majority vote~~a series of the Board of Directors present at a meeting may pass a resolution establishing committees having the authority of the Board to the extent provided in the resolution. A committee shall consist of one or more Persons all of whom are members of the Board and a majority of whom are Independent Directors. A majority of the committee present at a meeting shall constitute a quorum for the purpose of transacting business. In all other respects committees shall conduct meetings in the same manner prescribed for the Board of Directors. Committees shall be subject at all times to the control and direction of the Board. 3.15 Resignation; Vacancies - A Director may resign at any time by giving written notice of same to the Board of Directors, or to the Chief Executive Officer. Such resignation shall be effective upon receipt unless a later date is specified in the notice. The acceptance of a resignation shall not be necessary to make it effective. If at any time and for any reason, including the creation of a new Directorship, a vacancy occurs in the Board of Directors, the remaining Directors of the Board, though less than a quorum, may elect a successor to fill such vacancy, or the Board may leave the vacancy unfilled until the next regular meeting of the Shareholders, or until an intervening special meeting of the Shareholders is called and held for the purpose of electing a successor. The nomination for filing a vacancy of an Independent Director position must be made by the remaining Independent Directors at such time; provided that the corporation seeks to qualify as a real estate investment trust where, in accordance with Section 3.3, a majority of the Board of Directors are required to be Independent Directors. A Director elected to fill any vacancy shall hold office for the unexpired term of his predecessor, or until a successor is duly elected and qualified. 3.16 Order of Business - The meetings shall be conducted in accordance with Roberts Rules of Order, Revised, and the suggested order of business at any meeting of the Directors shall be: 1. Roll call. 2. Proof of due notice of meeting, or unanimous consent, or unanimous presence and declaration by president. 3. Reading and disposal of any unapproved minutes. 4. Reports of Officers and committees. 5. Election of Officers. 6. Unfinished business. 7. New Business. 8. Adjournment. A-8 3.17 Informal Action by Directors - Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting and notice thereof if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter set forth. 3.18 Fiduciary Duty of the Directors - The Directors shall be charged with a fiduciary duty to the corporation and the Shareholders to supervise the relationship of the corporation with the Advisor. 3.19 Investment Policies and Restrictions - It shall be the duty of Directors to ensure that the sale, retention and disposal of the corporation's assets, and the investment policies of the corporation and the limitations thereon or amendment thereof are at all times (i) consistent with such policies, limitations and restrictions as are contained in this Section 3.19, or recited in the Registration Statement on Form S-11 (the "Registration Statement") filed with the Securities and Exchange Commission in connection with this corporation's initial offering of common stock (the "Initial Offering"), and (ii) in compliance with the restrictions applicable to real estate investment trusts pursuant to the Internal Revenue Code of 1986, as amended. In this regard, the corporation shall not: (a) Invest more than ten percent (10%) of its total assets in unimproved real property, or in mortgage loans secured by mortgages on unimproved real property; (b) Invest in commodities or commodity futures contracts, provided that such limitation shall not apply to interest rate futures when used solely for hedging purposes; (c) Invest in or make mortgage loans (including construction loans) on any one property if the aggregate amount of all mortgage loans outstanding on the property including the loans of the corporation, would exceed 75% of the appraised value of the property as determined by appraisal, unless substantial justification, such as the net worth of the borrower and the credit rating of the borrower based on historical, financial performance, exists because of the presence of other underwriting criteria with the exception of the initial property where the construction loan will be for one hundred percent (100%) of cost. (Appraisals obtained in connection with a mortgage loan shall be retained for at least three years from the date of the loan.); (d) Make or invest in any mortgage loans that are subordinate to any mortgage or equity interest of the Advisor, Affiliates of the Advisor or any Director or Affiliates of the corporation; a Sponsor, a Director or an Affiliate thereof; (e) Invest in equity securities; (f) Engage in any short sales of securities or in trading as distinguished from investment activities; (g) Issue redeemable equity securities; (h) Engage in underwriting or the agency distribution of securities issued by others; (i) Issue options or warrants or similar evidence of a right to buy its security to purchase its Shares to the Advisor, Affiliates of the Advisor or any Director, or Affiliates of the corporation Sponsor, Director or an Affiliate thereof, except on the same terms as such options or warrants (or underlying Shares), if any, are sold to the general public. The corporation may issue options or warrants to Persons not so connected with the corporation but only as a part of a financing arrangement, but not at exercise prices less than the fair market value of such Shares on the date of grant and for consideration that in the judgment of a majority of the Independent Directors, has a market value less than the value of such option on the date of grant. Options or warrants issuable to the Sponsor, Advisor, their Affiliates or any Director or Affiliates of the corporation shall not exceed an amount equal to ten percent (10%) or the outstanding Shares of the corporation on the date of grant of any options or warrants; (j) Issue debt securities unless the historical debt service coverage the most recently completed fiscal year as adjusted for known changes, is sufficient to properly service the higher level of debt; (k) Invest in real estate contracts of sale unless such contracts are in recordable form and are appropriately recorded in the chain of title; A-9 (l) An Advisor, Sponsor, Director or any Affiliate thereof shall not acquire or lease assets from the corporation unless approved by a majority of Directors (including a majority of Independent Directors), not otherwise interested in such transaction, as being fair and reasonable to the corporation; (m) Purchase property from any Advisor, Sponsor or Director, or any Affiliate thereof, unless a majority of Directors (including a majority of Independent Directors) not otherwise interested in such transaction approve the transaction as being fair and reasonable to the corporation and at a price to the corporation no greater than the cost of the asset to such Advisor, Sponsor, Director or any Affiliate thereof, or if the price to the corporation is in excess of such cost, that substantial justification for such excess exists and such excess is reasonable. In no event shall the cost of such asset to the corporation exceed its current appraised value; (n) Issue its Shares on a deferred payment basis or other similar arrangement; (o) Invest in or make mortgage loans unless mortgagee's or owner's title insurance policy or commitment as to the priority of the mortgage or condition of title is obtained; or (p) Invest in first mortgage church bonds sold through American Investors Group, Inc., or any other Affiliate, except on terms and conditions equal to or better than terms offered to public investors (including commission rates and expenses) or as otherwise approved by a majority of the corporation's Independent Directors. The foregoing provisions shall not be changed without the approval of a majority of the Independent Directors. The corporation does not intend to invest in the securities of other issuers for the purposes of exercising control, to engage in the trading of or to underwrite securities for other issuers to engage in the purchase and sale (or turnover) of investments other than as described in the Registration Statement, to offer securities in exchange for property unless deemed prudent by a majority of the Directors, to repurchase or otherwise reacquire Shares of the corporation except as may be necessary to maintain qualification as a real estate investment trust, to issue senior securities or to make loans to other Persons. The Independent Directors shall review the investment policies of the corporation at least annually to determine that the policies then being followed by the corporation are in the best interests of its Shareholders. Each such determination and the basis therefore shall be set forth in the minutes of the Board of Directors. The corporation shall not incur indebtedness if, after giving effect to the incurrence thereof, aggregate indebtedness, secured and unsecured, would exceed fifty percent (50%) of the corporation's Average Invested Assets, on a consolidated basis, unless approved by a majority of the Directors, including a majority of the Independent Directors and disclosed to the Shareholders in the next quarterly report of the corporation, along with justification for such excess. The aggregate borrowings of the corporation, secured and unsecured, shall be reasonable in relation to the Net Assets of the corporationdistributions and shall be ~~reviewed by the Independent Directors at least quarterly. The maximum amount of such borrowings shall not exceed 300% of Net Assets~~ in the absence of a satisfactory showing that a higher level of borrowing is appropriate. Any excess in borrowing over such 300% level shall be approved by a majority of the Independent Directors and disclosed to Shareholders in the next quarterly report of the corporation, along with justification for such excess. 3.20 Church Lending Guidelines - The corporation has adopted lending and investment guidelines and policies specific to its business, which guidelines and policies are in addition to those set forth in Section 3.19 above. These guidelines and policies are identified and described in the Prospectus made part of the Registration Statement, and may not be modified or changed materially unless such modification or change is approved by a majority vote of the Board of Directors and confirmed by a majority vote of the Shareholders. Once modified or changed, a complete written summary of such guidelines and policies shall be made part of the minutes of the next meeting of the Board of Directors and furnished to all Shareholders along with the next annual report or other scheduled communication mailed to them. 3.21 Advisory Arrangements - The Board of Directors shall cause the corporation to engage an Advisor on a year-to-year basis to furnish advice and recommendations concerning the affairs of the corporation, provide administrative services to the corporation and manage the corporation's day-to-day affairs pursuant to a written contract or contracts, or any renewal thereof, which have obtained the requisite approvals of the Board of Directors, including a majority of the Independent Directors. A-10 The Board of Directors shall evaluate the performance of the Advisor and its key personnel before entering into or renewing any advisory arrangement. The minutes of meetings with respect to such evaluation shall reflect the criteria used by the Board of Directors in making such evaluation. Upon any termination of the initial advisory arrangements reflected in the Registration Statement, the Board of Directors shall determine that any successor Advisor possesses sufficient qualifications (a) to perform the advisory function for the corporation; and (b) to justify the compensation provided for in its contract with the corporation. Each contract for the services of an Advisor entered into by the Board of Directors shall have a term of no more than one year, but may be renewed annually at or prior to the expiration of the contract. Each contract shall be terminable by a majority of the Independent Directors on sixty (60) days prior written notice with or without cause and without penalty. Each contract shall provide that, in the event of termination of the contract, the Advisor shall take all reasonable steps to assist the corporation's Directors in making an orderly transition of the advisory function. The Independent Directors shall determine at least annually that the compensation which the corporation contracts to pay the Advisor is reasonable in relation to the nature and quality of the services performed and also shall supervise performance of the Advisor and the compensation paid to it by the corporation to determine that the provisions of such contract are being carried out. Each such determination shall be based upon the following factors and all other factors the Independent Directors may deem relevant and the findings of the Independent Directors on each of such factors shall be recorded in the minutes of the Board of Directors: (a) the size of the advisory fee and expense reimbursement in relation to the size, composition and profitability of the investment portfolio of the corporation; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the corporation; (c) the rates charged to other companies similar to the corporation and to other investors by Advisors performing comparable services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the corporation, whether paid by the corporation or by others with whom the corporation does business; (e) the quality and extent of service and advice furnished to the corporation, including the frequency of problem investments and competence in dealing with distress situations; (f) the performance of the investment portfolio of the corporation, including income, conservation or appreciation of capital; (g) the quality of the investment portfolio of the corporation in relationship to the investments generated by the Advisor for its own account. (h) the experience and expertise of the Advisor in the specialized business segment in which the corporation is engaged. 3.22 Total Expenses, Acquisition Fees and Expenses - The Independent Directors shall determine from time to time and at least annually that the compensation which the corporation contracts to pay to the Advisor is reasonable in relation to the nature and quality of services performed and that such compensation is within the limits prescribed by this Statement of Policy. The Independent Directors shall also supervise the performance of the Advisor and the compensation paid to it by the corporation to determine that the provisions of such contract are being carried out. Each such determination shall be based on the factors set forth below and all other factors such Independent Trustees may deem relevant and the findings of such Trustees on each of such factors shall be recorded in the minutes of the Directors: (i) the size of the advisory fee in relation to the size, composition and profitability of the portfolio of the REIT; (ii) the success of the Advisor in generating opportunities that meet the investment objectives of the corporation; (iii) the rates charged to other corporations and to investors other than corporations by Advisors performing similar services; (iv) additional revenues realized by the Advisor and any Affiliate through their relationship with the corporation including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the corporation or by others with whom the corporation does business; (v) the quality and extent of service and advice furnished by the Advisor; (vi) the performance of the investment portfolio of the corporation, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; (vii) the quality of the portfolio of the corporation in relationship to the investments generated by the Advisor for its own account. The Independent Directors shall have a fiduciary responsibility to limit the "Total Operating Expenses" to amounts that do not exceed for the 12 months ending with the end of each fiscal quarter of the A-11 corporation) the greater of (a) two percent (2%) of the corporation's "Average Invested Assets" or (b) 25% of the corporation's Net Income (the "Limitations"), unless the Independent Directors shall have made a finding that, based on such unusual or non-recurring factors which they deem sufficient, a higher level of expenses is justified for such year. Such determination and the reasons therefor shall be reflected in the minutes of the meeting of the Directors and shall also be disclosed in writing to Shareholders, together with an explanation of all factors considered in the determination, within 60 days after the end of any fiscal quarter for which Total Operating Expenses (for the 12 months then ended) exceeded the Limitation. In the event the Independent Directors do not determine that such excess expenses are justified, the Advisor shall reimburse the corporation at the end of the twelve (12) month period, the amount by which Total Operating Expenses exceeded the Limitation. The total of all Acquisition Fees and Acquisition Expenses shall be reasonable, and shall not exceed an amount equal to 6% of the funds advanced. Notwithstanding the above, a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the corporation. Organization and Offering Expenses paid in connection with the Company's formation or the distribution of its Shares must be reasonable and may in no event exceed an amount equal to 15% of the proceeds raised in an offering. 3.23 Removal of Directors - A Director may be removed by the vote or written consent of the holders of a majority of the outstanding Shares. A special meeting of the Shareholders may be called for the purpose of removing a Director pursuant to the provision of Section 2 of these Bylaws. ARTICLE 4. OFFICERS 4.1 Number - The Officers of the corporation may include a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other Officers as may from time to time be chosen by the Board of Directors. Any number of offices may be held by one Person. 4.2 Election, Term of Office and Qualifications - At any regular meeting of the Board of Directors, the Board may elect a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other Officers and assistant Officers as may be deemed advisable. Such Officers shall hold office until their successors are elected and qualify; provided, however, that any Officer may be removed with or without cause by the affirmative vote of a majority of the whole Board of Directors. 4.3 The Chief Executive Officer - The Chief Executive Officer, who may also be referred to as the President, shall: (a) have general active management of the business of the corporation; (b) when present, preside at all meetings of the Board and of the Shareholders: (c) see that all orders and resolutions of the Board are carried into effect; (d) sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another Person or as expressly delegated by the articles or Bylaws or by the Board to some other Officer or agent of the corporation; (e) maintain records of and, whenever necessary, certify all proceedings of the Board and the Shareholders; and (f) perform other duties prescribed by the Board. The Chief Executive Officer may also be referred to as the President. 4.4 Assistant Executive Officers - Each assistant executive Officer shall have such powers and shall, perform such duties as may be prescribed by the Board of Directors. In the event of absence or disability of the Chief Executive Officer. An assistant executive Officer shall succeed to his powers and duties in the order in which they are elected or as otherwise prescribed by the Board of Directors. The Assistant Executive Officers may also be referred to as Vice Presidents. 4.5 Secretary - The Secretary shall be secretary of and shall attend all meetings of the Shareholders and Board of Directors. The Secretary shall act as clerk thereof and shall record all the proceedings of such meetings in the minute book of the corporation. The Secretary shall give proper notice of meetings of Shareholders and Directors. The Secretary shall keep the seal of the corporation, if any, and shall affix the same to any instrument requiring it and shall attest the seal by his signature. The Secretary shall, with the Chief Executive Officer or Chief Financial Officer, acknowledge all certificates for Shares of the corporation and shall perform such other duties as may be prescribed from time to time by the Board of Directors. A-12 4.6 Chief Financial Officer - The Chief Financial Officer, who may also be referred to as the Treasurer, shall: (a) keep accurate financial records for the corporation; (b) deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the Board; (c) endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the Board, making proper vouchers therefor; (d) disburse corporate funds and issue checks and drafts in the name of the corporation as ordered by the Board; (e) render to the Chief Executive Officer and the Board, whenever requested, an account of all transactions by the Chief Financial Officer and of the financial condition of the corporation; and (f) perform other duties prescribed by the Board or by the Chief Executive Officer. The Chief Financial Officer may also be referred to as the Treasurer. 4.7 Assistant Officers - In the event of absence or disability of any assistant executive Officer, Secretary, or Chief Financial Officer, such assistants to such Officers shall succeed to the powers and duties of the absent Officer in the order in which they are elected or as otherwise prescribed by the Board of Directors until such principal Officer shall resume his duties or the Board of Directors elects his replacement. Such assistant Officers shall exercise such other powers and duties as may be delegated to them from time to time by the Board of Directors, but they shall be subordinate to the principal Officer they are designated to assist. 4.8 Officers Shall Not Lend Corporate Credit - Except for the proper use of the corporation, no Officer of this corporation shall sign or endorse in the name or on behalf of this corporation, or in his official capacity, any obligations for the accommodation of any other party or parties, nor shall any check, note, bond, stock certificate or other security or thing of value belonging to this company be signed by any Officer or Director as collateral for any obligation other than valid obligations of this corporation. 4.9 Other Officers and Agents - The Board of Directors may appoint such other Officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. 4.10 Compensation - The salaries of all Officers and agents of the corporation shall be fixed by the Board of Directors. 4.11 Removal; Resignation - The Officers of the corporation shall serve at the pleasure of the Board of Directors, and until their successors are chosen and qualified. Any Officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the Person so removed. Any Officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified herein, and if a time is not specified, at the time of its receipt by the Chief Executive Officer or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. ARTICLE 5. INDEMNIFICATION 5.1 Authority of the Board of Directors - The corporation acting through its Board of Directors, including a majority of its Independent Directors, or as otherwise provided by this bylaw, shall and hereby does exercise as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles and law its power to indemnify any Director, Officer, Employee or Agent of the corporation and any Person who is or was serving at the request of the corporation as a Director, Officer, Employee, or Agent of another corporation, partnership, joint venture, trust or other enterprise, and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, wherever brought, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a Director, Officer, employee, or agent of the corporation, or is or was serving at the request of the corporation, as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Notwithstanding anything to the contrary above, the corporation shall not provide for indemnification of the Directors, Sponsors, Advisors or Affiliates for any liability or loss suffered by the Directors, Sponsors, Advisors or Affiliates, nor shall it provide that the Directors, Advisors or Affiliates be held harmless for any loss or liability suffered by the corporation, unless all of the following conditions are met: (i) the Directors, Sponsors, Advisors or Affiliates have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the corporation; (ii) the Directors, Sponsors, Advisors or Affiliates were acting on behalf of or performing services for the corporation; (iii) such liability or loss was not the result of: (a) negligence or misconduct by the Directors, excluding the Independent Directors, Advisors or Affiliates; or (b) gross negligence or willful A-13 misconduct by the Independent Directors; (iv) such indemnification or agreement to hold harmless is recoverable only out of corporation's net assets and not from Shareholders. 5.2 Standard for Indemnification - Any Person described in Section 5.1 shall be indemnified by the corporation to the full extent permitted under the laws of the State of Minnesota and other applicable law; provided, however, that, notwithstanding anything to the contrary above, the Directors, Sponsors, Advisors or Affiliates and any Persons acting as a broker-dealer shall not be indemnified by the corporation for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the corporation were offered or sold as to indemnification for violations of securities laws. 5.3 Determination - Any indemnification under Section 5.1, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.2. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such action, suit, or proceeding. 5.4 Advance Payment - The advancement of corporation funds to the Directors (including Independent Directors) Officers, Sponsors, Employees, Agents or Advisors or Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the corporation; (ii) the legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; (iii) the Directors, Officers, Sponsors, Employees, Agents, Advisors or Affiliates undertake to repay the advanced funds to the corporation, together with the applicable legal rate of interest thereon, in cases in which such Directors (including Independent Directors), Sponsors, Employees, Agents, Advisors or Affiliates are found not to be entitled to indemnification. 5.5 Continuance of Indemnification - The indemnification provided by this bylaw shall continue as to a Person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a Person. 5.6 Insurance - The corporation may purchase and maintain insurance on behalf of any Person who is or was a Director, Officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, provided, that no indemnification shall be made under any policy of insurance for any act which could not be indemnified by the corporation under this bylaw. 5.7 Roll-Up Transactions - In connection with a proposed Roll-Up, the Board of Directors shall obtain an appraisal of all assets of the corporation from a competent, Independent Expert. 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. Accordingly, an issuer using the appraisal shall be subject to liability for violation of Section 11 of the Securities Act of 1933 and comparable provision under state laws for any material misrepresentations or material omissions in the appraisal. The corporation's assets shall be appraised on a consistent basis. The appraisal shall be based on an evaluation of all relevant information, and shall indicate the value of the corporation's assets as of a date immediately prior to the announcement of the proposed Roll-Up transaction. The appraisal shall assume an orderly liquidation of the corporation'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 corporation and its Shareholders. A summary of the independent appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to the appraiser in connection with a proposed Roll-Up. In connection with a proposed Roll-Up, the Person sponsoring the Roll-Up shall offer to Shareholders who vote "no" on the proposal the choice of: (i) accepting the securities of the Roll-Up Entity offered in the proposed Roll-Up; or (ii) one of A-14 ~~the following: (a) remaining as Shareholders of the corporation and preserving their interest therein on the same terms and conditions as existed previously; or (b) receiving~~ cash, in an amount equal to the Shareholders' pro-rata share of the appraised value of the net assets of the corporation. The corporation shall not participate in any proposed Roll-Up which would result in Shareholders having voting in the Roll-Up entity that are less than those presently provided to the corporation's Shareholders. The corporation shall not participate in any proposed Roll-Up which (i) would result in the Shareholders having rights to meeting less frequently or which are more restrictive to Shareholders than those provided herein; (ii) would result in the Shareholders having voting rights that are less than those provided herein; (iii) would result in the Shareholders having greater liability than as provided herein; (iv) would result in the Shareholders having rights to receive reports that are less than those provided herein; (v) would result in the Shareholders having access to records that are more limited than those provided herein; (vi) includes 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); (vii) would limit the ability of a Shareholder to exercise the voting rights of its securities of the Roll-Up entity on the basis of the number of Shares held by that Shareholder; (viii) would result in investor's rights of access to the records of the Roll-Up entity being less than those provided herein; (ix) would result in any of the costs of the transaction being borne by the Company if the Roll-Up is not approved by the Shareholders. ARTICLE 6. SHARES AND THEIR TRANSFER 6.1 Certificates of Stock - Shares of stock may be either certified or uncertified; however, every owner of stock of the corporation shall be entitled to a certificate, to be in such form as the Board of Directors prescribes, certifying the number of Shares of stock of the corporation owned by him. The certificates for such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the corporation by the Chief Executive Officer, and by the Secretary or any other proper Officer of the corporation authorized by the Board of Directors. A record shall be kept of the name of the Person, firm or corporation owning the stock represented by each such certificate, the number of Shares represented by each such certificate, and the respective issue date thereof, and in the case of cancellation, the respective dates of cancellation. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled and no other certificate or certificates shall be issued in exchange for any existing certificates until such existing certificate shall have been so cancelled except in cases provided for in Section 6.5 of this Article 6. 6.2 Facsimile Signature - Where any certificate is manually signed by a transfer agent, a transfer clerk or by a registrar appointed by the Board of Directors to perform such duties, a facsimile or engraved signature of the President and Secretary or other proper Officer of the corporation authorized by the Board of Directors may be inscribed on the certificate in lieu of the actual signature of such Officer. The fact that a certificate bears the facsimile signature of an Officer who has ceased to hold office shall not affect the validity of such certificate if otherwise validly issued. 6.3 Establishment and Issuance of Shares - Subject to the provisions of the Articles of Incorporation and as provided by law, the Board of Directors is authorized to designate and cause to be issued, classes and series of Shares of the corporation, with designated voting rights, preferences, and other characteristics, at such times and for such consideration as the Board of Directors may determine. 6.4 Transfer of Shares - Transfer of Shares on the books of the corporation may be authorized only by the Shareholder named in the certificate, or by the Shareholder's legal representative, or duly authorized attorney-in-fact, and upon surrender for cancellation of the certificate or certificates for such Shares. The Shareholder in whose name Shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided, that when any transfer of Shares shall be made as collateral security, and not absolutely, such facts, if known to the Secretary of the corporation, or to the transfer agent, shall be so expressed in the entry of transfer. Transfer of Shares shall be subject further to the restrictions contained in the Articles of Incorporation of the corporation. 6.5 Lost Certificates - Any Shareholder claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact in such form as the Board of Directors may require, and shall, if the Directors so require, give the corporation a bond of indemnity in form, and with one or more sureties, satisfactory to the Board, in an amount determined by the Board of Directors not exceeding double the value of the stock represented by such certificate to indemnify the corporation, against any claim that may be made of such certificate; whereupon a new certificate may be issued in the same tenor and for the same number of Shares as the one alleged to have been stolen or lost. A-15 6.6 Treasury Stock - Treasury stock shall be held by the corporation subject to disposal by the Board of Directors, in accordance with the Articles of Incorporation and these Bylaws, and shall not have voting rights nor participate in dividends. 6.7 Transfer Agent and Registrar - The Board of Directors may appoint one or more transfer agents or transfer clerks, and may require all certificates for Shares to bear the signature or signatures of any of them. 6.8 Transfer of Stock; Excess Shares - No transfer of Shares of stock of the corporation shall be made if (i) void ab initio pursuant to Article 9 of the corporation's Articles of Incorporation, or (ii) the Board of Directors, pursuant to such Article 9, shall have refused to transfer such Shares. The Board of Directors of the corporation may: (a) redeem the outstanding Shares of stock of the corporation or restrict the transfer of such Shares to the extent necessary to prevent the concentration of ownership of more than 50% of the outstanding Shares of the corporation in the hands of five or fewer individuals or entities and to ensure that the corporation always has at least 100 Shareholders; (b) refuse to effect a transfer of Shares of stock of the corporation to any Person who as a result would beneficially own Shares in excess of 9.8% of the outstanding Shares of the corporation ("Excess Shares"); and (c) redeem Excess Shares held by any Shareholder of the corporation. Permitted transfers of Shares of stock of the corporation shall be made on the stock records of the corporation only upon the instruction of the registered holder thereof, or by his attorney thereunder authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and upon surrender of the certificate or certificates, if issued for such Shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for Shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer as to any transfers not prohibited by the corporation's Articles of Incorporation, these Bylaws, or by action of the Board of Directors thereunder, it shall be the duty of the corporation to issue a new certificate to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. 6.9 Registered Shareholders - The corporation shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of Shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such Share or Shares on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. 6.10 Stock Ledger - The corporation shall maintain at its office in the Minneapolis metropolitan area and State of Minnesota an original stock ledger containing the names and addresses of all Shareholders and the number of Shares of each class held by each Shareholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection. ARTICLE 7. DIVIDENDS, DISTRIBUTIONS, ETC. 7.1 Dividends - Subject to the Articles of Incorporation, these Bylaws, and the applicable laws, the Board of Directors may declare a distribution in the form of a dividend whenever, and in such amounts, ~~as, in its opinion, the condition~~ and the affairs of the corporation shall render it advisable provided that the corporation shall comply with all requirements necessary for it to maintain its status as a qualified real estate investment trust pursuant to the Internal Revenue Code as amended fromat such time to time. In addition, subject to the corporation's Articles of Incorporation and any requirements of applicable law, quarterly dividends of substantially all of the corporation's available cash flow from operation of its properties, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, or in its own Shares (provided such Shares are readily marketable securities), subject to the provisions of law and the corporation's Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, determine proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposetimes as the Board, of Directors shall deem conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. 7.2 Other Distributions, Reserves, Repurchase of Shares - Subject to the provisions of the Articles of Incorporation and of these Bylaws, the Board of Directors in its discretion may purchase or acquire any of the Shares of the A-16 capital stock of this corporation in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness, or from time to time may set aside from its net assets or net profits such sum or sums as it, in its absolute discretion, may ~~think proper as a reserve fund to meet contingencies, or for~~determine.

Shareholder Details. Upon completion of all distributions and the ~~purpose of maintaining or increasing the property or business~~filing of the ~~corporation or for any other purpose it may think conducive to the best interests~~articles of ~~the corporation subject to the requirements necessary for the corporation to maintain its status as a qualified real estate investment trust~~dissolution pursuant to Section 8, all the Internal Revenue Code as amended from time to time; provided, however, that repurchases of Shares must not impair the capital or operations of the corporation and the Sponsor, Advisor, Directors and Affiliates may not receive a fee on the repurchase of the Shares by the corporation. 7.3 Dividend Reinvestment Plan - The Board of Directors, including a majority of the Independent Directors, may adopt a dividend reinvestment plan designated to enable Shareholders to have cash distributions automatically invested in additional Sharesoutstanding shares of common stock of the ~~Company. Any such plan~~Company shall be deemed cancelled. As a condition to the receipt of any distribution to the Company’s shareholders, the Board, in its absolute discretion, may require the ~~distribution~~shareholders to ~~each Shareholder, at least annually, information regarding~~(a) surrender their stock certificates or (b) furnish evidence to the ~~effect, including~~Company, satisfactory to the ~~tax consequences thereof, of reinvesting such distributions. The plan shall also provide a reasonable opportunity of withdrawal at least annually following receipt~~Board, of the loss, theft or destruction of their certificate evidencing their stock, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Board.

Intent to Completely Liquidate. This Plan is intended to accomplish the complete liquidation of the Company in accordance with section 331 of the Code and the regulations promulgated thereunder.

Filing of Tax Forms. Within thirty (30) days after the date this Plan is adopted by the Company’s shareholders, the Company shall file Internal Revenue Service Form 966, Corporate Dissolution or Liquidation, pursuant to section 6043 of the Code, with the appropriate Internal Revenue Service Center and such additional forms, returns, certificates, documents and information required therewith. ARTICLE 8. FINANCIAL, PROPERTY MANAGEMENT AND ANNUAL REPORT 8.1 Fiscal Year - Since the corporation intends to qualify as a real estate investment trust within the meaning ofwith the Internal Revenue ~~Code, the fiscal year end of the corporation shall be December 31. 8.2 Audit of Books and Accounts - The books and accounts of the corporation shall be audited at such times~~Service as may be ~~ordered by~~necessary or appropriate in connection with this Plan and the ~~Board of Directors. 8.3 Contracts - The Chief Executive Officer shall have full power~~complete liquidation and ~~authority to do any and all things necessary on behalf~~dissolution of the ~~corporation.~~Company. In addition, the ~~Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute~~Company shall timely file its final income tax returns.

Authorizations. Any and ~~deliver any instrument in the name of and on behalf~~all officers of the ~~corporation,~~Company shall carry out and consummate this Plan and shall have the power to execute all documents and forms, file all papers and forms and take such ~~authority may be general~~other action as they deem necessary or ~~confined to specific instances. 8.4 Checks - All checks, drafts, or other orders~~desirable for the ~~payment~~purpose of ~~money, notes, or other evidences of indebtedness issued in~~effecting the ~~name~~complete liquidation of the ~~corporation shall be signed by the treasurer or such other Officer or Officers, agent or agents~~Company’s assets and dissolution of the ~~corporation and~~Company in ~~such manner as shall from time to time be determined by resolution~~accordance with this Plan.

Articles of Dissolution. Upon the completion of the Board of Directors. 8.5 Deposits - All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select, including investments in stocks, bonds, money market accounts, government securities or other accounts or investments as the Board of Directors deems appropriate in light of the corporation's investment objectives and its intent to qualify as a real estate investment trust. 8.6 Voting Securities Held by Corporation - The Chief Executive Officer or other agent designated by the Board of Directors, shall have full power and authority on behalf of the corporation to attend, act and vote at any meeting of security holders of other corporations in which this corporation may hold securities. At such meeting the Chief Executive Officer, or such other agent, shall possess and exercise any and all rights and powers incident to the ownership of such securities which the corporation might possess and exercise. 8.7 Accrual Method of Accounting - The financial books and records of the corporation shall be based upon the accrual method of accounting. 8.8 Annual Report - The President or a Vice President or the Treasurer shall prepare or cause to be prepared annually a full and correct reportwinding up of the affairs of the ~~corporation, including a balance sheet and a financial statement~~Company, the Company shall file Articles of operations for the preceding fiscal year, which shall be certified by independent certified public accountants and distributed to Shareholders within one hundred twenty (120) days after the close of the corporation's fiscal year and a reasonable period of time (not less than 30 days) prior to the annual meeting and shall be filed within twenty (20) days thereafter at the principal office of the corporation in the State of Minnesota. The annual report shall also include full disclosure of all material terms, factors and circumstances surrounding any transactions between the corporation and the Advisor, any Sponsor, any Director, or any Affiliates of the Advisor or such Sponsor or Director. The Independent Directors shall comment on the fairness of such transactions in the annual report. The corporation shall also publish in the annual report (i) the ratio of the cost of raising capital during the year to the capital raised, (ii) the aggregate amount of advisory fees and other fees paid to the Advisor and A-17 ~~all Affiliates of the Advisor by the corporation, including fees or charges paid to such Advisor and all Affiliates of the Advisor by third parties doing business~~Dissolution with the ~~corporation; and (iii) the total operating expenses~~Minnesota Secretary of the corporation, stated as a percentage of Average Invested Assets and as a percentage of its Net Income. The annual report shall also include a report from the Independent Directors stating that the policies being followed by the corporation are in the best interests of its Shareholders and the reasons for such a determination. The Directors, including the Independent Directors, shall take reasonable steps to insure that the above requirements are met. 8.9 Quarterly Report - The President or a Vice President or the Treasurer shall also prepare or cause to be prepared quarterly for each of the first three quarters of each fiscal year, a full and correct report of the affairs of the corporation, including a balance sheet and financial statement of operations for the preceding fiscal quarter, which shall not be certified by independent public accountants and shall be distributed to Shareholders within forty-five (45) days after the close of the corporation's preceding fiscal quarter. ARTICLE 9. WAIVER OF NOTICE 9.1 Requirement of Waiver in Writing - Whenever any notice whatever is required to be given by these Bylaws or the Articles of Incorporation of the corporation or any of the corporate laws of the State of Minnesota, a waiver thereof in writing, signed by the Person or Persons is entitled to said notice, either before, at, or after the time stated therein, shall be deemed equivalent thereto. ARTICLE 10. AMENDMENT OF BYLAWS 10.1 Action by Shareholders - The Shareholders of the corporation are expressly authorized to make Bylaws of the corporation and from time to time to alter or repeal Bylaws so made. In so acting, the Shareholders may do so only upon vote of a majority of the holders of outstanding capital stock at any annual meeting or at any special meeting called for that purpose. ARTICLE 11. NAME CHANGE 11.1 Requirement to Change Name. - Upon termination of the Advisory Agreement between the corporation and Church Loan Advisors, Inc., a Minnesota corporation ("Advisor"), by either party, the Board of Directors of this corporation shall, upon the request of the Advisor, cause the name of this corporation to be changed to or to remain a name (i) that does not contain the word "American" or "America" or the name of the Advisor or any approximation or abbreviation thereof; and (ii) that is sufficiently dissimilar to the word "American" or "America" or the name of the Advisor as to be unlikely to cause confusion or identification with either the Advisor or any Person or entity using the word "American" or "America" in its name; provided, however, that the word "church" may be used by the corporation at its discretion and without restriction. ARTICLE 12. DISSOLUTION 12.1 Action by Shareholders. Dissolution of the corporation shall be commenced upon the approval of a majority of the holders of outstanding capital stock at a meeting of Shareholders held for the purpose of considering dissolution following notice of the meeting pursuant to the provisions of Section 2 of these Bylaws. ARTICLE 13. MINIMUM CAPITAL 13.1 Minimum Capital. There shall be an Initial Investment to capital of the corporation of $200,000.00 by the initial Shareholders. Shares issued following this contribution to capital shall not be subject to sale for a period of one (1) year following completion of the initial public offering of stock in the corporation (or such longer period as may be required by NASAA REIT POLICY or by written agreement with any state or federal regulatory authority)Minn. Stat. §§ 302A.7291 and may be sold only in the market on which the corporation's Shares are normally traded. Notwithstanding anything to the contrary above, the Initial Investment may be transferred at anytime to an Affiliate of the Sponsor. ARTICLE 14. CHOICE OF LAW 14.1 This Agreement and the Certificates These Bylaws shall be construed in accordance with the laws of the State of Minnesota and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Article 14. A-18 302A.734.

[Signature Page Follows]

24030712v4

IN WITNESS WHEREOF, the Company hereby executes this Plan as of the Effective Date.

AMERICAN MORTGAGE COMPANY, a Minnesota corporation

By: Philip J. Myers, Chairman