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discharge the contracts of the 4M Fund, collect its assets, sell, convey, assign, exchange, transfer
<br />or otherwise dispose of all or any part of the remaining 4M Fund Property to one or more persons
<br />at public or private sale for consideration which may consist in whole or in put of cash, securities
<br />or the property of any kind, discharge or pay its liabilities, and do all other acts appropriate to
<br />liquidate its affairs; , w v , that any position of all or substantially all of the 4M Fund
<br />Property shall require approval of the principal terms of the transaction and the nature and amount
<br />of the consideration by affirmative vote of not less than a majority of the Participants entitled to
<br />vote thereon; and •
<br />(iii) After paying or adequately providing for the payment of all liabilities,
<br />and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary
<br />for their protection, the Trustees may distribute the remaining 4M Fund Property, in cash or in
<br />kind or partly in each, among the Participants according to their respective proportionate allocation
<br />of Shares.
<br />(c) Upon termination of the 4MFund and distribution to the Participants as herein
<br />provided, a majority of the Trustees shall execute and lodge among the records of the 4M Fund an
<br />instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon
<br />be discharged from all further liabilities and duties hereunder, and the right, tide and interest of
<br />all Participants shall can and be cancelled and discharged.
<br />(d) A certification in recordable form signed by a majority of the Trustees setting
<br />forth an amendment and reciting that it was duly adopted by the Participants or by the Trustees as
<br />aforesaid or a copy of the Declaration, as amended, in recordable form, and executed by a majority
<br />of the Trustees, shall be conclusive evidence of such amendment.
<br />13.2 Power to Effect ReoresnilLtlon. If permitted by applicable Law, the Trustees, by
<br />vote or written approval of a majority of the Trustees, may select, or direct the organisation of, a
<br />corporation, association, trust or other Person with which the 4M Fund may merge, or which shall
<br />take over the 4M Fund Property and carry on the affairs of the 4M Fund, and after receiving an
<br />affirmative vote of not less than a majority of the Participants entitled to vote at any meeting of
<br />the Participants, the notice for which includes a statement of such proposed action, the Trustees
<br />may effect such merger or may sell, convey and transfer the 4M Fund Property to any such
<br />corporation, association, trust or other Person in exchange for cash or shares or securities thereof,
<br />or beneficial interest therein with the assumption by such transferee of the liabilities of the 4M
<br />Fund; and thereupon the Trustees shall terminate the 4M Fund and deliver such cash, shares,
<br />securities or beneficial interest ratably among the participants of this 4M Fund.
<br />13.3 Durstion. The 4M Fund shall continue in existence in perpetuity, subject in all
<br />respects to the provisions of the Article X111.
<br />ARTICLE XIV
<br />14.1 Governine Law. This Declaration of Trust is executed by the lnitiai Participants
<br />and delivered in the State of Minnesota and with reference to the Laws thereof, and the rights of
<br />all panics and the validity, construction and effect of every provision bwwf shall be subject to
<br />and construed according to the Laws of said State of Minnesota.
<br />14.2 C, ountarnarts. This Declaration of Trust may be executed in several counterparts,
<br />each of which when so executed shall be deemed to be an original, and stmtcounterparts, together,
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