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OFFICER'S CERTIFICATE
The undersigned, being the Senior Vice President of Continental
Mortgage and Equity Trust (the "Trust") (formerly Consolidated Capital Special
Trust), hereby certifies that the shareholders of the Trust, at the Trust's
Annual Meeting of Shareholders, approved Amendment Number 4 to the Trust's
Second Amended and Restated Declaration of Trust, a copy of which amendment is
attached hereto as Exhibit "A". The Declaration of Trust was filed on July 29,
1987 as No. 87-212434.
IN WITNESS WHEREOF, I have executed this Certificate this 12th day of
June, 1996.
CONTINENTAL MORTGAGE AND EQUITY
TRUST
/s/ Robert A. Waldman
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Robert A. Waldman, Senior Vice President
STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
The foregoing Officer's Certificate was acknowledged before me this
12th day of June, 1996 by Robert A. Waldman, Senior Vice President of
Continental Mortgage and Equity Trust.
/s/Alan O. Goodrich
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Notary Public, State of Texas
My Commission Expires: 3/2/97
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EXHIBIT "A"
AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED
DECLARATION OF TRUST OF CONTINENTAL MORTGAGE AND EQUITY TRUST
The Second and Amended and Restated Declaration of Trust of
Continental Mortgage and Equity Trust is hereby amended as follows:
(a) Section 5.3 shall be deleted and replaced in its entirety with
the following:
5.3 Restrictions. The Trustees shall not:
(a) invest in any foreign currency, bullion or
commodities;
(b) invest in contracts of sale for real estate,
except in conjunction with acquisition or sale of Real Property or
when held as security for Mortgages made or acquired by the Trust;
(c) engage in any short sale;
(d) issue warrants, options or rights to buy
Shares, except as part of a ratable issue to Shareholders or as part
of a public offering or as part of a financial arrangement with
parties other than the Advisor or directors, Trustees, officers or
employees of the Trust or the Advisor or as part of a ratable
distribution to Shareholders;
(e) [REPEALED EFFECTIVE MAY 31, 1996]
(f) issue equity Securities of more than one
class (other than convertible obligations, warrants, rights and
options, and regular or residual interests in REMICs);
(g) [REPEALED EFFECTIVE MAY 31, 1996]
(h) make any loan to the Sponsor of the Trust,
Consolidated Capital Equities Corporation, the Advisor or any of their
Affiliates;
(i) engage in trading as compared with investment
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activities, or engage in the business of underwriting or agency
distribution of Securities issued by others, but this prohibition
shall not prevent the Trust from selling participations or interests
in Mortgage Loans or Real Property or from selling or pledging a pool
of notes receivable from property sales or selling interests in REMICs
or CMOs;
(j) invest more than 10% of total Trust assets in
Junior Mortgage Loans, excluding Wrap- Around Mortgage Loans;
(k) acquire Securities in any company holding
investments or engaging in activities prohibited by this Section;
(l) issue "redeemable securities," as defined in
Section 2(a) (32) of the Investment Company Act of 1940, "face-amount
certificates of the installment type" as defined in Section 2(a) (15 )
thereof and "periodic payment plan certificates" as defined in Section
2(a) (27) thereof;
(m) purchase insurance either through or from any
Affiliate;
(n) purchase any Real Property on which the total
real estate commission paid by the Trust to anyone exceeds 6% of the
total purchase price, or sell any Real Property on which the total
real estate commission paid by the Trust to anyone exceeds 5% of the
total sales price;
(o) purchase, sell or lease any Real Properties
or Mortgages to or from the Sponsor, Consolidated Capital Equities
Corporation, the Advisor or any of their Affiliates, including any
investor program in which any of the foregoing may also be a general
partner or sponsor; or
(p) issue convertible or non-convertible debt
securities (other than interests in REMICs and CMOs) to the public
unless the historical cash flow of the Trust or the substantiated
future cash flow of the Trust, excluding extraordinary items, is
sufficient to cover the interest on the debt securities.