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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• (b) Shares may be allocated only to a Municipality which has become a Participant of the 4M Fund in accordance with Section 1.02 hereof. Each Participant may establish more than one account within the 4M Fund for such Participant's convenience. (c) The minimum amount of funds which may be placed in the 4M Fund by a Participant at any one time shall be as determined by the Trustees from time to time. Unless otherwise determined by the Trustees pursuant to this paragraph (c) of this Section 6.02, the minimum amount of funds which may be placed in the 4M Fund by a Participant at any one time shall be One Dollar ($1.00). 6.03 Evidence of Share Allocation. Evidence of Share allocation shall be reflected in the Share Register maintained by or on behalf of the 4M Fund pursuant to Section 7.01 hereof, and the 4M Fund shall not be required to issue certificates as evidence of Share allocation. 6.04 Reduction in Number of Shares to Maintain Constant Net Asset Value. The Shares of the 4M Fund shall be subject to reduction in number pursuant to the procedure for reduction of outstanding Shares set forth in Section 10.02 hereof in order to maintain the constant net asset value per Share. 6.05 Withdrawals. Funds may be withdrawn from the 4M Fund at the option of a Participant upon and subject to the terms and conditions provided in this Declaration of Trust or applicable Certificate of Designation. The 4M Fund shall, upon application of any Participant, promptly pay to such Participant the amount requested and shall reduce the number • of Shares allocated to such Participant to the number of Shares with shall reflect such Participant's proportionate interest in the net assets of the 4M Fund after such withdrawal of funds. The procedures for effecting a withdrawal shall be as adopted by the Trustees and as set forth in the Information Statement of the 4M Fund, as the same may be amended from time to time provided, however, that such procedures shall not be structured so as to substantially and materially restrict the ability of the Participants to withdraw funds from the 4M Fund. 6.06 Suspension of Right of Withdrawal; Postponement of Payment. Each Participant, by its adoption of this Declaration of Trust, agrees that the Trustees may, without the necessity of a formal meeting of the Trustees, temporarily suspend the right of withdrawal or postpone the date of payment pursuant to withdrawal requests for the whole or any part of any period (i) during which there shall have occurred any state of war, national emergency, banking moratorium or suspension of payments by banks in the State of Minnesota or any general suspension of trading or limitation of prices on the New York or American Stock Exchange (other than customary week-end and holiday closing) or (ii) during which any financial emergency situation exists as a result of which disposal by the 4M Fund of 4M Fund Property is not reasonably practicable because of the substantial losses which might be incurred or it is not reasonably practicable for the 4M Fund fairly to determine the value of its net assets. Such suspension or postponement shall not alter or affect a Participant's beneficial interest hereunder as measured by its Shares or the accrued interest and earnings thereon. Such suspension or payment shall take effect at such time as,the Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there • shall be no right of withdrawal or payment until the Trustees shall declare the suspension or postponement at an end, except that the suspension or postponement shall terminate in any event on the first day on which the period specified in clause (i) or (ii) above shall have expired (as 23 ,