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<page> 1 Certificate of Trust of Plymouth Commercial Mortgage Fund This Certificate of Trust ("Certificate") Is Filed in Accordance With the Provisions of the Delaware Business Trust Act (Del. Code Ann. Tit.12, Section 3801 Et Seq.) and Sets Forth the Following: 1. the Name of the Business Trust (The "Trust") Is: Plymouth Commercial Mortgage Fund 2. the Name and Business Address of a Trustee of the Trust (A "Trustee") Having Its Principal Place of Business in the State of Delaware Are: PNC Bank, Delaware, a Delaware Banking Corporation 222 Delaware Avenue, 17th Floor Wilmington, Delaware 19801 3. This Certificate Shall Be Effective Upon Filing. * * * in Witness Whereof, the Undersigned, Being All of the Initial Trustees, Have Executed This Certificate on This 22nd Day of August, 1996. Robert R. Swendson, Solely as Trustee and Not in His Individual Capacity /S/ Robert R. Swendson PNC Bank, Delaware, a Delaware Banking Corporation, Solely as Trustee and Not in Its Individual Capacity /S/ M.B. McCarthy By: Name: Michael B. McCarthy Title: Vice President
