November 26, 1996

   1
                                                                  EXHIBIT 4(B)


                       PLYMOUTH COMMERCIAL MORTGAGE FUND
                          c/o Greystone Advisers, Inc.
                          00000 Xxxxxx Xxxx, Xxxxx 000
                         Xxx Xxxxxxx, Xxxxx  00000-0000


                               November 26, 1996




U.S. Securities and Exchange Commission
000 Xxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X.  00000

                 Re:      Agreement to Furnish to the Commission upon Request a
                          Copy of the Subordinated Note Issued to SouthWest
                          Federated Holding Company, Inc.

Dear Commissioners:

                 Plymouth Commercial Mortgage Fund, a Delaware business trust
("Plymouth"), hereby agrees to furnish to the U.S. Securities and Exchange
Commission (the "Commission") a copy of the $250,000 subordinated note it has
issued to SouthWest Federated Holding Company, Inc., a Delaware corporation
(the "Subordinated Note").  Plymouth is entering into this letter agreement as
a condition of not filing with the Commission the Subordinated Note as an
exhibit to the registration statement on Form 10 for Plymouth's common shares
of beneficial interest, no par value (File No. 0-21443).  Consistent with Item
601(b)(4)(iii)(A) of Regulation S-K, the total amount of securities authorized
under the Subordinated Note does not exceed 10 percent of the total assets of
Plymouth and its subsidiary on a consolidated basis.

                                                   Sincerely,


                                                   /s/ Xxxx X. Xxxxxx

                                                   Xxxx X. Xxxxxx
                                                   Vice President and
                                                   Chief Financial Officer