|
2.14 Concerning the 4M Fund and Certain Affiliates. •
<br /> (a) The 4M fund may enter into transactions with any Affiliate of the 4M Fund
<br /> or of the Adviser, the Administrator, or the Custodian or of any Trustee, officer, director of
<br /> employee of the 4M fund or with any Affiliate of an agent of the 4M Fund or of the Adviser,
<br /> the Administrator, or the Custodian if(i) each such transaction (or type of transaction) had, after
<br /> disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of
<br /> the Trustees, including a majority of the Trustees who are not Affiliates of any Person (other
<br /> than the 4M Fund) who is a party to the transaction or transactions with the 4M Fund and (ii)
<br /> such transaction (or type of transaction) is, in the opinion of the Trustees, on terms fair and
<br /> reasonable to the 4M Fund and the Participants and at least as favorable to them as similar
<br /> arrangements for comparable transactions (of which the Trustees have knowledge) with
<br /> organizations unaffiliated with the 4M Fund or with the Person who is a party to the transaction
<br /> or transactions with the 4M Fund.
<br /> (b) Except as otherwise provided in this Declaration of Trust or in the Laws of
<br /> the State of Minnesota, in the absence of fraud, a contract, act or other transaction between the
<br /> 4M Fund and any other Person, or in which the 4M Fund is interested, is valid and no Trustee,
<br /> officer, employee or agent of the 4M Fund shall have any liability as a result of entering into
<br /> any such contract, act or transaction even though (i) one or more of the Trustees, officers,
<br /> employees or agents of such other Person, or (ii) one or more of the Trustees, officers,
<br /> employees, or agents of the 4M Fund, individually or jointly with or affiliated with, such
<br /> contract, act or transaction, provided that (i) such interest or affiliation is disclosed to the
<br /> Trustees and the Trustees authorize such contract, act or other transaction by a vote of a •
<br /> majority of the unaffiliated Trustees, or (ii) such interest or affiliation is disclosed to the
<br /> Participants, and such contract, act or transaction is approved by a majority of the Participants.
<br /> (c) Any Trustee or officer, employee, or agent of the 4M Fund may, in his
<br /> personal capacity, or in a capacity as Trustee, officer, director, stockholder, partner, member,
<br /> agent, adviser or employee of any Person, have business interests and engage in business
<br /> activities in addition to those relating to the 4M Fund, which interests and activities may be
<br /> similar to those of the 4M Fund and include the acquisition, syndication, holding, management,
<br /> operation or disposition of securities, investments and funds, for his own account or for the
<br /> account of such Person. Each Trustee, officer, employee and agent of the 4M Fund shall be
<br /> free of any obligation to present to the 4M Fund any investment opportunity which comes to him
<br /> in any capacity other than solely as Trustee, officer, employee or agent of the 4M Fund, even
<br /> if such opportunity is of a character which, if presented to the 4M Fund, could be taken by the
<br /> 4M Fund.
<br /> (d) Subject to the provisions of Article III hereof, any Trustee or officer,
<br /> employee or agent of the 4M Fund may be interested as Trustee, officer, director, stockholder,
<br /> partner, member, agent, adviser or employee of, or otherwise have a direct or indirect interest
<br /> in, any Person who may be engaged to render advice or services to the 4M Fund, and may
<br /> receive compensation from such Person as well as compensation as Trustee, officer, employee
<br /> 10
<br />
|