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Participants entitled to vote. Upon the termination of any Fund or the Trust, and after paying or <br /> adequately providing for the payment of all of the Fund's or Trust's (as applicable) liabilities, and upon <br /> • <br /> receipt of such releases, indemnities and refunding agreements as they deem necessary for their <br /> protection, the Trustees may distribute the remaining Fund or Trust property, in cash or in kind, or partly <br /> in cash and partly in kind, among the Participants according to their respective proportionate beneficial <br /> interests. <br /> Amendment of the Declaration of Trust. The Declaration of Trust may be amended by the <br /> affirmative vote of a majority of the Participants entitled to vote or by an instrument in writing, signed by <br /> a majority of the Trustees and consented to by not less than a majority of the Participants entitled to vote. <br /> The Trustees may, from time to time, by a two-thirds vote of the Trustees, and after fifteen days prior <br /> written notice to the Participants, amend the Declaration of Trust without the vote or consent of the <br /> Participants, to the extent they deem necessary to conform the Declaration of Trust to the requirements of <br /> applicable laws or regulations, or any interpretation thereof by a court or other governmental agency, but <br /> the Trustees shall not be liable for failing to do so. <br /> The name. "The Minnesota Municipal Money Market Fund" is the designation of the Trust <br /> under the Declaration of Trust. The Declaration of Trust is filed in the Office of the Secretary of State of <br /> Minnesota and provides that the name of the Fund refers to the Participants jointly in such capacity and <br /> not personally or as individuals. All persons dealing with a Fund must look solely to the property of such <br /> Fund for the enforcement of any claims against the Trust with respect to such Fund, since neither the <br /> Trustees, officers, agents, nor Participants assume any personal liability for obligations entered into on <br /> behalf of a Fund. <br /> FIXED RATE PROGRAM • <br /> The League of Minnesota Cities has endorsed Dain Bosworth Incorporated ("Dain Bosworth") as <br /> a dealer and provider of various fixed income securities (including Certificates of Deposit and various <br /> other fixed rate instruments) and related financial services to the Participants. As a condition to the <br /> League's endorsement of Dain Bosworth for this program, Dain Bosworth has agreed that its <br /> compensation in connection with any trade shall not exceed 0.25% of the total purchase price of each <br /> fixed rate security. Of the amount so received, Dain Bosworth has agreed to pay the League of <br /> Minnesota Cities an amount generally equal to 0.03% of the total purchase price of each fixed rate <br /> security. Any Participant that also wishes to participate in the Fixed Rate Program should contact <br /> Stefanie Adams of Insight Investment Management at (800) 333-0813. Other than the eligibility of <br /> Participants to participate in this fixed rate investment program with Dain Bosworth, the fixed rate <br /> program is unrelated to the Trust. <br /> M1:0193095.01 <br /> -13- <br />