1 EXHIBIT 99.1 PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD __________, 1997 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF CONTINENTAL MORTGAGE AND EQUITY TRUST The undersigned hereby appoints Thomas A. Holland and Robert A. Waldman, and each of them, Proxies, with full power of substitution in each of them, in the name, place and stead of the undersigned, to vote at the Special Meeting of Shareholders of CONTINENTAL MORTGAGE AND EQUITY TRUST, to be held on __________, 1997, at 2:00 p.m. (Dallas time), or at any adjournments thereof, according to the number of votes that the undersigned would be entitled to vote if personally present, upon the following matter: APPROVAL OF THE PROPOSED INCORPORATION PROCEDURE TO CONVERT THE TRUST FROM A CALIFORNIA BUSINESS TRUST TO A NEVADA CORPORATION (AND RATIFICATION OF THE INCORPORATION OF A SUBSIDIARY OF THE TRUST IN CONNECTION THEREWITH): FOR AGAINST ABSTAIN [ ] [ ] [ ] - -------------------------------------------------------------------------------- (continued and to be signed and dated on the other side) -1- 2 [reverse] (continued from other side) THE BOARD OF TRUSTEES OF CONTINENTAL MORTGAGE AND EQUITY TRUST RECOMMENDS A VOTE FOR THE PROPOSED INCORPORATION PROCEDURE. YOUR PROXY IS IMPORTANT. PLEASE INDICATE YOUR SUPPORT FOR THE PROPOSED INCORPORATION PROCEDURE ABOVE BY SIGNING, DATING AND MAILING THIS CARD TODAY IN THE ENCLOSED ENVELOPE. IF NOT OTHERWISE MARKED ABOVE, YOUR PROXY WILL BE VOTED FOR THE PROPOSED INCORPORATION PROCEDURE. THIS PROXY REVOKES ANY AND ALL PREVIOUS PROXIES. Dated , 1996 ---------------------------------------------- X ----------------------------------------------------------- Signature X ----------------------------------------------------------- Signature - ------------------------------------------------------------ Title Please sign exactly as name appears herein. When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian please give full title as such. When signing for a corporation please sign full corporate name by an authorized officer. When signing for a partnership please sign partnership name by an authorized person. If Shares are held in more than one capacity, this proxy shall be deemed valid for all Shares held in all capacities. PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY -2-