THIRTEENTH The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).
NINTH The Company, on behalf of the Funds, and the Distributor shall each comply with all applicable provisions of the Act, the Securities Act of 1933, rules and regulations of the National Association of Securities Dealers, Inc. and its affiliates, and of all other federal and state laws, rules and regulations governing the issuance and sale of Class A Shares.
FOURTEENTH Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.
ELEVENTH This Plan and Agreement shall become effective as of the date hereof, shall continue in force and effect until May 30th, 2001, and shall continue in force and effect from year to year thereafter, provided that such continuance is specifically approved at least annually by the board of directors of the Company and the Company's directors who are not "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of the Compa▇▇ ▇▇▇ ▇ave no direct or indirect financial interest in the operation of this Plan and Agreement or in any agreements related to this Plan and Agreement (the "Independent Board Members") cast in person at a meeting called for such purpose, as contemplated by paragraphs (d) and (e) of Rule 12b-1 under the 1940 Act. Any amendment to this Plan and Agreement that requires the approval of the shareholders of Class K Shares pursuant to Rule 12b-1 under the 1940 Act shall become effective as to such Class K Shares upon the approval of such amendment by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of such Clas▇ ▇ ▇▇▇▇es, provided that the Board of Directors of the Company has approved such amendment.
SIXTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.15(b).