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Carlton Arms

Mahaffey Rental Apartment Communities

Bradenton Lakeland New Port Richey Ocala St. Petersburg Tampa Winter Haven Winter Park

Mahaffey Apartment Company

Development · Construction · Management · Ownership

Carlton Arms of Magnolia Valley in New Port Richey

Waterfront Patio View

Carlton Arms

The Mahaffey Plan

The Mahaffey Company is a well-established family enterprise that specializes in Developing, Building, Managing and Owning large Apartment Developments. Carlton Arms Apartment Communities are Owner Managed which enables our Residents to enjoy Country Club Living at Competitive Rental Rates. The goal of The Mahaffey Company is to Develop, Build, Manage and Own Real Estate as a Long Term Investment.

Proven Formula. Established in 1962, the Florida-based firm has Developed

and Built 20 Apartment Communities with 16,080 individual apartment homes in Central Florida and Indianapolis, Indiana. Currently located solely in Florida, Mahaffey Communities bear an easily identifiable brand known as Carlton Arms. Colonial Williamsburg Architectural Design as well as fair, consistent and constant Management Practices distinguish our Communities. This trademark approach rewards our Residents with High-Value Living at Below Market Rental Rates. The cities in which we build gain a partner with a long-term commitment to their community.

Total Involvement. The company is distinguished by the total involvement

of its principals in the creation of each Community, from initial site selection through Architectural Planning, Development, Construction and Marketing. This plan continues as The Mahaffey Company retains Management and Ownership Responsibilities.

Lasting Value. The result of this strictly disciplined strategy from nearly half a

century of steady, well-paced growth, is a collection of attractive, well-managed and well-maintained apartments that bring Long-Term Value to the Communities in which they are Developed ­ and to the Residents for whom they are built.

James W. Mahaffey

Mark T. Mahaffey

Dan Esterline, Tom Mahaffey, Jane Link, William Mahaffey

Rob Wolfson, Suzanne Gray, Rick J. Barry

Carlton Arms

Three Generations of Experienced Leadership

Brothers and Partners

A sound family foundation keeps company principals active in all phases and functions of the enterprise and creates stability and continuity that eschews titles and narrow lines of responsibility. In addition to varied experiences throughout the company, each family member also enjoys a resident's-eye-view, as each has lived in a Carlton Arms Apartment Community. James W. Mahaffey and Mark T. Mahaffey are sons of company founder Thomas Mahaffey, Jr. (1910-1990). Jim Mahaffey was attracted to the apartment business through the Genius, Energy and Magnetism of Tom Mahaffey. Bidding farewell to Tulane Law School and Indiana School of Law, he chose to join his father in the creation of the Mahaffey Company. Carlton Towers in St. Petersburg was the first Mahaffey Apartment Development. Since 1962, Jim has directed the Development, Construction and Management of all Carlton Arms Communities. In 1969, Mark Mahaffey, a graduate of the University of Notre Dame and a U.S. Naval officer veteran, decided to follow his father and brother in the family business. He became totally involved in all phases of the various Mahaffey Company Communities. Planning, Development, Construction, Marketing and Management of all Carlton Arms Communities are under the brothers' joint control. Their most recent challenge is to prepare the third Mahaffey generation for continued sound leadership for the present and future years to come.

Third Generation

· Dan Esterline, grandson of founder, Thomas Mahaffey, Jr., possesses both a Bachelor of Science and Master of Business Administration from the University of Florida. He began his Mahaffey management career in 1989 as Executive Director at Carlton Arms of St. Petersburg. Upon transferring to the construction division, he gained valuable experience as the field superintendent of Carlton Arms in Ocala, Lakeland and Winter Haven. Dan now heads the construction division and has overseen the completion of almost 3000 apartments since 1998. He advises the development and management divisions. · Jane Link Ferguson, granddaughter of Thomas Mahaffey Jr., began her company career upon graduating from the University of Vermont in 1979. After procuring leasing and management experience in Indianapolis, she transferred to Florida as the assistant property manager during the construction of Carlton Arms of Bradenton. Moving to St. Petersburg, she was the Executive Director of Lynn Lake Arms and Coquina Key Arms. Currently, Jane is involved in planning and execution of marketing and development. · Tom Mahaffey, son of Mark Mahaffey, joined the company in 1997 after graduating from Elon University, first at Lynn Lake Arms, and then as Executive Director during the construction of Carlton Arms of Ocala. Afterwords he became the Executive Director at Carlton Arms Bradenton. Now based in the St. Petersburg office, Tom is involved in supervising management, planning and development. · William Mahaffey, son of James Mahaffey, started in 1983 learning construction coordination at Carlton Arms in Bradenton. After honing his management skills in Indianapolis, St. Petersburg and Tampa, he then became Executive Director at Carlton Arms of Magnolia Valley. Working from the Winter Park office, he now directs site selection, land acquisitions, development and construction activities working closely with municipalities on zoning and legal matters.

Additional Mahaffey Leadership

· Suzanne Gray (1976), Executive Vice President of the Mahaffey Company. Her responsibilities include financing, legal documentation, insurance, employee relations and management supervision for all properties. · Rob Wolfson (1987) is responsible for company-wide operations and management issues, focusing on streamlining processes while encouraging each community to run as independently as possible. · Rick J. Barry (1987) concentrates on land acquisitions and development, consults with municipalities on land use, zoning and is involved in supervision of property management.

Carlton Arms of Bradenton

Colonial Williamsburg Architecture

Uniquely Spacious Living Room

Carlton Arms

Carlton Arms: Difference by Design

Signature Architecture. The warm hues of cast red brickwork and colonial

architecture on Carlton Arms' buildings defy Florida vernacular, yet their constancy through the years has proven to be a winning choice. The Colonial Williamsburg Design recalls traditional structural details, including low-pitched roofs, large symmetrically set windows with shutters, narrow sidelights flanking the front door and circular accent windows. In addition, our apartment homes feature Large Fenced Private Patios and Balconies, designed to increase living space and to celebrate the natural beauty outside our doors. This recognizable style has become an inviting open door to all of our current and future Carlton Arms' Residents.

Reasonable Rental Rates. Through years of experience we have been able

to minimize building costs and control overhead expenditures through volume purchasing and sound Management. Construction materials and technologies are regularly updated to assure durability and low maintenance for long term cost effectiveness. This practice creates a high level of occupancy which reduces expenses and results in a more efficient operation. These results are achieved year after year, Community after Community. Carlton Arms offers Apartments at Below Market Rates for a Better Product at Superior Locations.

Broad Market Appeal. With rental options that range from compact Efficiency

and Studio Apartments to spacious three-bedroom Town Homes, that door stays open throughout a resident's lifetime. It is common for Residents to join one of our Communities in an Efficiency Apartment and adjust their accommodations as their careers and families change. From the 500 square foot Efficiency to the 1,650 square foot 3 bedroom, 21/2 bath Townhouse, a family can grow and never have to leave a Carlton Arms Community. Resident retention is the ultimate goal of apartment management and many Mahaffey Residents choose to live 10, 20, and even 30+ years in our Apartment Communities. Due to the fact that our Residents are content living in a Carlton Arms Community and consider their Apartment As Their Home, we are proud that Mahaffey Properties' turnover rate is well below the national average.

Carlton Arms of North Lakeland

Patios and Balconies View Serene Settings

Stucco Brick on Concrete Block Two Story Quality Construction

Carlton Arms

Carlton Arms: History of Continued Rental Success

Planning with a Purpose. While family is at the core of The Mahaffey

Company, we are guided by a straightforward business plan: Develop, Build, Manage and Own rental apartments that have Broad Market Appeal and LongTerm Viability. Buoyed by more than 45 years of constantly refined processes, procedures and products, we have developed a formula to carry out this strategy in a way that maximizes efficiency and reduces waste. Each Carlton Arms has its own on-site Management team to tailor services and solutions to individual Community and Resident needs but at the same time stays consistent with the constant standards of Mahaffey Company practices and procedures.

Strategic Land Acquisition. Carlton Arms Communities are known for

their expansive acreage, enhanced by natural or man-made water features. Our concept, therefore, begins with procuring well-located land ­ at prices that allow us to Build and Rent at Very Competitive Affordable Rates. In these days of increasingly scarce land, this principle means pursuing properties at the fringe of urban expansion, but it is always based on projections that support local community development standards and residents' needs.

Long Term Relationships. The far-reaching appeal of the company's stability,

continuity and good business practices is evident in the Long-Term Relationships we enjoy with Residents, Employees, Investors and Lenders. Not only do many of our Residents call Carlton Arms home for years (some for decades), many stay for generations. Our family of Carlton Arms Communities allows us the ability to offer flexibility beyond comparison. All Mahaffey Residents have the opportunity to move from one Carlton Arms Community to another. Employees also often remain and grow with the company ­ the average length of employment for our Executive Directors is 20 years. Financial Lenders and Investment Partners also return again and again to share in our success. Second Generations of the Same Family or the Same Company have Partnered with us in our New Developments.

"Since the opening of our first community in 1962 to the present, we have received hundreds of letters yearly from our residents - some of whom have been with us for over 30 years. Following are a few examples that span decades of happy and satisfied Carlton Arms Residents." - Jim & Mark Mahaffey From 1970 - Mrs. O'Neill in St. Petersburg said...

At long last I am at Carlton Arms of St. Petersburg. What a pleasant change from the

Patio Views Enhance Backyard Living

cold and snow of the North! The apartment is so convenient to shopping, restaurants, and various types of entertainment. All this while living in the midst of these beautifully landscaped grounds. They have experts year ` ound to care for the grounds, pool, clubhouse r and the apartments. The management and maintenance staff are gracious and friendly, always ready to help with any problem.

Waterfront Tennis Courts

From 2000 - Mrs. Trask in Tampa said...

I have been a resident of Lake Carlton Arms since December 1995. I am writing this on my patio, another glorious day - the aroma from mowed and the garbage has been collected

the jasmine is lovely, the grass has just been today. I commend you on the staff here, the

office staff and the service staff are great!

Their wonderful attitude and great service make

Lakefront Apartment Living

living at Lake Carlton Arms a complete pleasure.

And in 2008... One of our residents was so impressed with the lifestyle at Carlton Arms of Bradenton he told the local newspaper...

Tuesday, May 6, 2008 Lakefront Vistas

Bill Roberts: Why I Live Here in Carlton Arms

By Bill Roberts - Special to the Herald My bride and I moved into Carlton Arms of Bradenton in 2002. Our apartment, which is situated on an inlet of the Braden River, has a large patio that is great for cooking out and entertaining. We also have a boat dock that is right in our backyard where we keep our boat. We spend many glorious days sitting outside watching dolphins, manatees, herons, osprey and eagles. We have many great friends, some of whom work and live here, and there is always someone dropping by to say hello. The mixture of young and old keeps everything lively. Activities include weekly coffee and pastry parties, bingo, game days, pizza nights and a huge Christmas party. Two swimming pools, one heated, are also great places to socialize and meet people. Where else can you live where you can keep a boat, fish in your backyard and have wonderful friends? I think the best way to sum up what it is like to live here is to repeat what our neighbors, both walking and in their boats, say as they go by: "Just another day in paradise."

Back Door Boat Docks Heated Luxury Swimming Pools

Lake Carlton Arms in Tampa Large Sparkling Pools Nature Views

Carlton Arms

Carlton Arms Community Lifestyle

Space ­ and the Time to enjoy it. We can think of no greater luxuries than the two singular indulgences our Communities offer: Time and Space. Worry-free, maintenance-free living and convenient locations allow Residents the time to make the most of their lives ­ and plenty of space (indoors and outdoors) to enjoy life.

Community Standards

Waterfront Locations: Lakes, Rivers, Bays and Ponds Low Density with Expansive Green Space Affordable, Spacious & Functional Apartments Lush, Well-Kept Landscaping Pets Welcome

Amenities

Spacious Fenced Private Patios and Balconies Guest Suites for Visitors Fitness Centers Heated Swimming Pools Lighted Tennis Courts Volleyball and Basketball Courts

The Apartments

Affordable Competitive Rental Rates at Superior Locations Colonial Williamsburg Architecture Two Story Garden-style Apartments and Townhomes 27 Unique Open Floor Plans 450 Square Feet to 1,650 Square Feet

Services

Owner Managed Full-Time On-Site Administrative Staff 24-Hour On-Site Maintenance Crew Quick Repairs ­ Measured in Hours, Not Days Valet Trash Pickup (no unsightly dumpsters)

Carlton Arms of Winter Haven

Current Communities - Since 1962, The Mahaffey Company has Developed, Managed and

Owned 16,080 rental apartments in 20 separate developments.

Apartment Community/Mahaffey Partners

Carlton Arms of Winter Park

The Helmsley Group, NYC

Total Units (8,565)

290 259 900 694 1,912 800 900 950 860 1,000

Year Completed

1968 1970 1980 1986 1989 1989 1992 2001 2003 2007

Average Occupancy

99% 99% 99% 98% 98% 98% 98% 99% 97% 97%

Carlton Arms of St. Petersburg

The Helmsley Group, NYC

Carlton Arms of Bradenton

Intereal Company

MetLife Insurance Company

*Carlton Arms North* *Lake Carlton Arms*

J. W. Conner Family and Associates, Tampa, FL

Totally Owned Mahaffey Community

Carlton Arms of Magnolia Valley

Hardaway Group, Columbus, GA/Walter Pursley

Carlton Arms of South Lakeland

Demetree Group, Orlando, FL

Carlton Arms of North Lakeland

Demetree Group, Orlando, FL

Carlton Arms of Ocala

Demetree Group, Orlando, FL

Carlton Arms of Winter Haven

Demetree Group, Orlando, FL

*National Life Insurance was a General Partner in the Original Development and Ownership of Lake Carlton Arms and Carlton Arms North.*

Intereal Company was a General Partner in the Original Development and Ownership of Carlton Arms of Bradenton.

sold 7,515 rental apartments in 10 different locations.

Previously Developed & Owned Communities - Over the years The Mahaffey Company has

Apartment Community

Carlton Towers (184) St. Petersburg Lake Howell Arms (276) Casselberry Lake Nora Arms (588) Indianapolis Carlton Arms of Egypt Lake (650) Tampa Carlton Arms South (560) Orlando West Lake Arms (1,380) Indianapolis Lake Magdalene Arms (800) Tampa Coquina Key Arms (1,006) St. Petersburg Lake Castleton Arms (1,265) Indianapolis Lynn Lake Arms (806) St. Petersburg

Completed

1963 1970 1974 1974 1974 1976 1976 1979 1980 1984

Sold

1998 1981

Mahaffey Partners

Edward Tietig Intereal Company, Nashville, Tennessee

1978 National Life Insurance Company of Vermont/Joseph Sexton

*National Life Insurance Company of Vermont* 1989 Intereal Company/American General Insurance Company

1979 1986 1984 2005 1986 1998 William Demetree and Jack Demetree

Intereal Company/Wayne Nelson/Joseph Sexton

American General Insurance Company Hardaway Group, Columbus, Georgia

Intereal Company/Wayne Nelson

National Life Insurance Company of Vermont

Travelers Life Insurance Company

Hardaway Group, Columbus, Georgia

*National Life Insurance was a General Partner in the Original Development and Ownership of Carlton Arms of Egypt Lake, transferring their interest to Intereal in 1986.*

Intereal Company was a General Partner in the Original Development and Ownership of Lake Castleton Arms and West Lake Arms.

Carlton Arms of Bradenton 5200 Riverfront Drive Bradenton, FL 34208 941.745.2525 Carlton Arms of Magnolia Valley 7212 Carlton Arms Drive New Port Richey, FL 34653 727.845.5001 Carlton Arms North 6400 Markstown Drive Tampa, FL 33617 813.988.1488 Carlton Arms of North Lakeland 4500 Williamstown Boulevard Lakeland, FL 33810 863.853.4900 Carlton Arms of Lakeland 1000 Carlton Arms Drive Lakeland, FL 33811 863.648.0666

Carlton Arms of Ocala 5001 SW 20th Street, Suite 100 Ocala, FL 34474 352.861.9222 Carlton Arms of St. Petersburg 6699 31st Way South St. Petersburg, FL 33712 727.867.8685 Carlton Arms of Winter Haven 7676 Carlton Arms Boulevard Winter Haven, FL 33884 863.875.1700 Carlton Arms of Winter Park 300 Jamestown Drive Winter Park, FL 32792 407.671.3500 Lake Carlton Arms 17701 Lake Carlton Drive Tampa, FL 33558 813.968.6666

Visit us at www.mahaffeycompany.com

Mahaffey Apartment Company The Mahaffey Company

Winter Park Office James W. Mahaffey William H. Mahaffey Dan Esterline Rick Barry Patrice Kotlaba 731 Jamestown Drive Winter Park, FL 32792 407.677.0650 407.677.5440 fax [email protected] St. Petersburg Office Mark T. Mahaffey M. Thomas Mahaffey, Jr. Suzanne Gray Jane Link Ferguson Rob Wolfson 147 Second Avenue South, Suite 300 St. Petersburg, FL 33701 727.823.3399 727.823.1104 fax [email protected]

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