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that (i) such interest or affiliation is disclosed to the Trustees and the Trustees authorize
<br />such contract, act or other transaction by a vote of a majority of the unaffiliated Trustees, or (ii)
<br />such interest or affiliation is disclosed to the Participants, and such contract, act or transaction is
<br />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 activities
<br />in addition to those relating to the 4M Fund, which interests and activities may be similar to those
<br />of the 4M Fund and include the acquisition, syndication, holding, management, operation or
<br />disposition of securities, investments and funds, for his own account or for the account of such
<br />Person. Each Trustee, officer, employee and agent of the 4M Fund shall be free of any obligation
<br />to present to the 4M Fund any investment opportunity which comes to him in any capacity other
<br />than solely as Trustee, officer, employee or agent of the 4M Fund. even if such opportunity is of a
<br />character which, if presented to the 4M Fund, could be taken by the 4M Fund.
<br />(d) Subject to the provisions of Article III hereof, any Trustee or officer, employee
<br />or agent of the 4M Fund may be interested as trustee, officer, director, stockholder, partner,
<br />member, agent, adviser or employee of, or otherwise have a direct or indirect interest in, any
<br />Person who may be engaged to render advice or services to the 4M Fund, and may receive compen-
<br />sation from such Person as well as compensation as Trustee, officer, employee or agent of the Fund
<br />or otherwise hereunder. None of the activities and interests referred to in this paragraph (d) shall
<br />be deemed to conflict with his duties and powers as Trustee, officer, employee or agent of the 4M
<br />Fund.
<br />(e) To the extent that any other provision of this Declaration of Trust conflicts
<br />with, or is otherwise contrary to the provisions of, this Section 2.14, the provisions of this Section
<br />2.14 shall be deemed controlling.
<br />(f) . Notwithstanding the foregoing provisions of this Section 2.14, the Trustees shall
<br />not have the power to engage in any transaction with any Affiliate that would be inconsistent with
<br />the Laws of the State of Minnesota concerning conflicts of interest, including, but not limited to,
<br />Minnesota Statutes, Sections 471.87 and 471.98, or any other Law limiting the Participants' power to
<br />enter into such transaction, and the 8y -Laws of the 4M Fund may contain provisions more restric-
<br />tive than those set forth in this Section 2.14.
<br />2.15 Investment Pro4_. The Trustees shall use their best efforts to obtain through
<br />the Adviser or other qualified Persons a continuing and suitable investment program, consistent
<br />with the investment policies and objectives of the 4M Fund set forth in Article IV of this Declara-
<br />tion of Trust, and the Trustees shall be responsible for reviewing and approving or rejecting the
<br />investment program presented by the Adviser or such other Persons. Subject to the provisions of
<br />Section 2.7 and Section 3.1 hereof, the Trustees may delegate functions arising under this Section
<br />2.15 to one or more of their number or to the Adviser.
<br />2.16 Power to -Contract. Ann_,oint. Retain and Emelov.
<br />(a) Subject to the provisions of Section 2.7 and Section 3.1 hereof with respect to
<br />delegation of authority by the Trustees, the Trustees shall have full and complete power to appoint,
<br />employ, retain, or contract with any Person or suitable qualifications and high repute (including one
<br />or more of themselves and any corporation, partnership, trust or other entity of which one or more
<br />of them may *be an Affiliate, subject to the applicable requirements of Section 2.14 hereof) as the
<br />Trustees may deem necessary. or desirable for the transaction of the affairs of the 4M Fund,
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