CC RES 94-018 RESOLUTION AUTHORIZING EXECUTION OF A PROXY IN FAVOR OF CERTAIN AMENDMENTS TO THE DECLERATION TRUST OF THE MINNESOTA MUNICIPAL MONEY MARKET FUND

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beneficial interest hereunder. The number of Shares that may be used to measure and-represent • the proportionate allocation of beneficial interest among the Participants is unlimited. All rights. The beneficial interest hereunder measured by the Shares shall not, except to the extent if any set forth herein or in the applicable Certificate of Designation, entitle a Participant to preference, preemptive, appraisal, conversion, or exchange rights of any kind with respect to the 4M Fund or the 4M Fund Property. Title to the 4M Fund Property of every description and the right to conduct any affairs hereinbefore described are vested in the Trustees on behalf and for the beneficial interest, of the Participants, and the Participants shall have no interest therein other than the beneficial interest conferred hereby and measured by their Shares, and they shall have no right to call for any partition or division of any property, profits; rights, or interests of the 4M Fund nor can they be called upon to share or assume any losses of the 4M Fund or suffer an assessment of any kind by virtue of the allocation of Shares to them, except as provided in Section 10.02 hereof. The Trustees. in their discretion, from time to time, may authorize the division of Shares into two or more series, or the establishment of two or more series of Shares. each such series relating to a separate Portfolio of investments. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any one series, any one or more series, or all series as the context may require. b) If the Trustees decide to establish a separate Portfolio of investments or divide the Shares into two or more series, the following provisions shall be applicable: Q The number of Shares of each series or Portfolio that may be used to • measure the respective beneficial interests of the Participants in the particular Portfolio of investments to which such series or Portfolio relates shall be unlimited. ii Unless otherwise provided in an applicable Certificate of Designation, all Shares of a series or of a Portfolio shall be of one class representing equal distribution, liquidation and other rights. iii The Trustees shall have the power to invest and reinvest the Fund Property'applicable to each Portfolio in accordance with the investment policies and restrictions set forth in this Declaration of Trust. the Bylaws, or otherwise. The Trustees may establish more restrictive investment policies and restrictions for any particular Portfolio. iv All funds received by the Fund from a Participant with respect to a particular Portfolio, together with all assets in which such funds are invested or reinvested. all income. earnings_profits and proceeds thereof. including any proceeds derived from the sale, exchange or liquidation of such assets. and (except to the extent otherwise determined by the Trustees pursuant to Section 10.04 hereof) any fund or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Portfolio for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund. In the event that there are any assets. income, earnings_profits. and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any • particular Portfolio. the Trustees shall allocate them among any one or more of the Portfolios for to a reserve pursuant to Section 10.04 hereof) established and designated from time to time 20