Exhibit 99(b)  Audit Committee Charter

GREAT NORTHERN IRON ORE PROPERTIES
AUDIT COMMITTEE CHARTER

Organization

This Charter governs the operations
of the Audit Committee. The Audit Committee shall review and reassess the Charter at
least annually and obtain the approval of the Board of Trustees. The Audit Committee
shall be appointed by the Board of Trustees and shall comprise of at least three
Trustees, each of whom are independent of management and the Trust. Members of the Audit
Committee shall be considered independent as long as they do not accept any consulting,
advisory or other compensatory fee from the Trust and are not an affiliated person of the
Trust, and meet the independence requirements of the stock exchange listing standards.
All Audit Committee members shall be financially literate and at least one member shall
be an audit committee financial expert, as defined by Securities and Exchange
Commission (SEC) regulations.

Purpose

The Audit Committee shall provide
assistance to the Board of Trustees in fulfilling their oversight responsibility to the
certificate holders, potential certificate holders, the investment community and others
relating to: the integrity of the Trusts financial statements; the financial
reporting process; the systems of internal accounting and financial controls; the
performance of the Trusts internal audit function and independent auditors; the
independent auditors qualifications and independence; and the Trusts
compliance with ethics policies and legal and regulatory requirements. In so doing, it is
the responsibility of the Audit Committee to maintain free and open communication between
the Audit Committee, independent auditors, the internal audit function and management of
the Trust.

In discharging its oversight role,
the Audit Committee is empowered to investigate any matter brought to its attention with
full access to all books, records, facilities and personnel of the Trust and the
authority to engage independent counsel or other advisors as it determines necessary to
carry out its duties.

Duties and Responsibilities

The primary responsibility of the
Audit Committee is to oversee the Trusts financial reporting process on behalf of
the Board of Trustees and report the results of their activities to the Board of
Trustees. Management is responsible for preparation, presentation and integrity of the
Trusts financial statements and for the appropriateness of the accounting
principles and reporting policies that are used by the Trust. The independent auditors
are responsible for auditing the Trusts financial statements and for reviewing the
Trusts unaudited interim financial statements.



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Exhibit 99(b)  Audit Committee Charter (continued)

The Audit Committee, in carrying out
its responsibilities, believes its policies and procedures should remain flexible in
order to best react to changing conditions and circumstances. The Audit Committee should
take the appropriate actions to set the overall corporate tone for quality
financial reporting, sound business risk practices and ethical behavior. The following
shall be the principal duties and responsibilities of the Audit Committee. These are set
forth as a guide with the understanding that the Audit Committee may supplement them as
appropriate.

The Audit Committee shall be
directly responsible for the appointment and termination, compensation and oversight of
the work of the independent auditors, including resolution of disagreements between
management and the auditor regarding financial reporting. The Audit Committee shall
preapprove all audit, non-audit, tax and other services provided by the independent
auditors and shall not engage the independent auditors to perform the specific non-audit
services proscribed by law or regulation. The Audit Committee may delegate preapproval
authority to a member of the Audit Committee. The decisions of any Audit Committee member
to whom preapproval authority is delegated must be presented to the full Audit Committee
at its next scheduled meeting.

At least annually, the Audit
Committee shall obtain and review a report by the independent auditors describing:

| |  | The
firms internal quality control procedures.
|- |  | -----------------------------------------------

| |  | Any
material issues raised by the most recent internal quality control review, or
peer review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm and any steps taken to deal with
any such issues.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | All
relationships between the independent auditor and the Trust (to assess the
auditors independence).
|- |  | -------------------------------------------------------------------------------------------------------

In addition, the Audit
Committee shall set clear hiring policies for employees or former employees of
the independent auditors that meet the SEC regulations and stock exchange
listing standards.

The Audit Committee shall
discuss with the internal audit function and the independent auditors the
overall scope and plans for their respective audits, including the adequacy of
staffing and compensation. Also, the Audit Committee shall discuss with
management, the internal audit function and the independent auditors the
adequacy and effectiveness of the accounting and financial controls, including
the Trusts policies and procedures to assess, monitor and manage business
risk, and legal and ethical compliance programs (e.g., Trusts Code of
Ethics).



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Exhibit 99(b)  Audit Committee Charter (continued)

The Audit Committee shall
meet separately periodically with management, the internal audit function and
the independent auditors to discuss issues and concerns warranting Audit
Committee attention. The Audit Committee shall provide sufficient opportunity
for the internal audit function and the independent auditors to meet privately
with the members of the Audit Committee. The Audit Committee shall review with
the independent auditors any audit problems or difficulties and
managements response.

The Audit Committee shall
receive regular reports from the independent auditors on the critical policies
and practices of the Trust and all alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with management.

The Audit Committee shall
review the interim financial statements and disclosures under Managements
Discussion and Analysis of Financial Condition and Results of Operations with
management and the independent auditors prior to the filing of the Trusts
Quarterly Report on Form 10-Q. Also, the Audit Committee shall discuss the
results of the quarterly review and any other matters required to be
communicated to the Audit Committee by the independent auditors under generally
accepted auditing standards. The Audit Committee shall review and discuss
earnings press releases. The chair of the Audit Committee may represent the
entire Audit Committee for the purposes of this review.

The Audit Committee shall
review with management and the independent auditors the financial statements and
disclosures under Managements Discussion and Analysis of Financial
Condition and Results of Operations to be included in the Trusts Annual
Report on Form 10-K (or the Annual Report to Certificate Holders if distributed
prior to the filing of Form 10-K), including their judgment about the quality,
not just the acceptability, of accounting principles, the reasonableness of
significant judgments and the clarity of the disclosures in the financial
statements. Also, the Audit Committee shall discuss the results of the annual
audit and any other matters required to be communicated to the Audit Committee
by the independent auditors under generally accepted auditing standards.

The Audit Committee shall
establish procedures for the receipt, retention and treatment of complaints
received by the issuer regarding accounting, internal accounting controls or
auditing matters and the confidential, anonymous submission by employees of the
issuer of concerns regarding questionable accounting or auditing matters.

The Audit Committee shall
receive corporate attorneys reports of evidence of a material violation of
securities laws or breaches of fiduciary duty.

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Exhibit 99(b)  Audit Committee Charter (continued)

The Audit Committee shall
review managements assertions related to its assessment of the
effectiveness of internal controls as of the end of the most recent fiscal year
and the independent auditors report on such assertions.

The Audit Committee shall
prepare its report to be included in the Trusts Annual Report on Form 10-K
(as an exhibit), as required by SEC regulations.

The Audit Committee shall
perform an evaluation of its performance at least annually to determine whether
it is functioning effectively.

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