Common use of FOURTEENTH Clause in Contracts

FOURTEENTH. This Plan and Agreement, and any amendment to this Plan and Agreement and any agreements related to this Plan and Agreement shall become effective immediately upon the receipt by the Company of both (a) the affirmative vote of a majority of the Board of Directors of the Company, and (b) the affirmative vote of a majority of those directors of the Company who are not "interested persons" of the Company (as defined in the 1940 Act) and have no xxxxxx or indirect financial interest in the operation of this Plan and Agreement or any agreements related to it (the "Independent Directors"), cast in person at a meeting called for the purpose of voting on this Plan and Agreement or such agreements. Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH paragraph of this Plan and Agreement. This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraph, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH paragraph hereof. So long as the Plan and Agreement remains in effect, the selection and nomination of persons to serve as directors of the Company who are not "interested persons" of the Company shall be committed to the discretion of the directors then in office who are not "interested persons" of the Company. However, nothing contained herein shall prevent the participation of other persons in the selection and nomination process, provided that a final decision on any such selection or nomination is within the discretion of, and approved by, a majority of the directors of the Company then in office who are not "interested persons" of the Company.

FOURTEENTH. This Plan and Agreement, and any amendment to this Plan and Agreement and any agreements related to this Plan and Agreement shall become effective immediately upon the receipt by the Company of both (a) the affirmative vote of a majority of the Board of Directors of the Company, and (b) the affirmative vote of a majority of those directors of the Company who are not "interested persons" of the Company (as defined in the 1940 Act0000 Xxx) and have no xxxxxx direct or indirect financial interest in the operation of this Plan and Agreement or any agreements related to it (the "Independent Directors"), cast in person at a meeting called for the purpose of voting on this Plan and Agreement or such agreements. Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH paragraph of this Plan and Agreement. This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraph, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH paragraph hereof. So long as the Plan and Agreement remains in effect, the selection and nomination of persons to serve as directors of the Company who are not "interested persons" of the Company shall be committed to the discretion of the directors then in office who are not "interested persons" of the Company. However, nothing contained herein shall prevent the participation of other persons in the selection and nomination process, provided that a final decision on any such selection or nomination is within the discretion of, and approved by, a majority of the directors of the Company then in office who are not "interested persons" of the Company.

FOURTEENTH. This Plan and Agreement, and any amendment to this Plan and Agreement and any agreements related to this Plan and Agreement shall become effective immediately upon the receipt by the Company of both (a) the affirmative vote of a majority of the Board of Directors of the Company, and (b) the affirmative vote of a majority of those directors of the Company who are not "interested persons" of the Company (as defined in the 1940 Act) and have no xxxxxx or indirect financial interest in the operation of this Plan and Agreement or any agreements related to it (the "Independent Directors"), cast in person at a meeting called for the purpose of voting on this Plan and Agreement or such agreements. Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH paragraph of this Plan and Agreement. This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraph, and no material amendment to the this Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH paragraph hereof. So long as the this Plan and Agreement remains in effect, the selection and nomination of persons to serve as directors of the Company who are not "interested persons" of the Company shall be committed to the discretion of the directors then in office who are not "interested persons" of the Company. However, nothing contained herein shall prevent the participation of other persons in the selection and nomination process, provided that a final decision on any such selection or nomination is within the discretion of, and approved by, a majority of the directors of the Company then in office who are not "interested persons" of the Company.. FIFTEENTH:

FOURTEENTH. This Plan and Agreement, and any amendment to this Plan and Agreement and any agreements related to this Plan and Agreement shall become effective immediately upon the receipt by the Company of both (a) the affirmative vote of a majority of the Board of Directors Trustees of the Company, and (b) the affirmative vote of a majority of those directors trustees of the Company who are not "interested persons" of the Company (as defined in the 1940 Act0000 Xxx) and have no xxxxxx direct or indirect financial interest in the operation of this Plan and Agreement or any agreements related to it (the "Independent DirectorsTrustees"), cast in person at a meeting called for the purpose of voting on this Plan and Agreement or such agreements. Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH Fourteenth paragraph of this Plan and Agreement. This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B A hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraphherein, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH Fourteenth paragraph hereof. So long as the Plan and Agreement remains in effect, the selection and nomination of persons to serve as directors trustees of the Company who are not "interested persons" of the Company shall be committed to the discretion of the directors trustees then in office who are not "interested persons" of the Company. However, nothing contained herein shall prevent the participation of other persons in the selection and nomination process, provided that a final decision on any such selection or nomination is within the discretion of, and approved by, a majority of the directors trustees of the Company then in office who are not "interested persons" of the Company.

FOURTEENTH. This Plan Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) shall, to the fullest extent permitted by applicable law and Agreementsubject to applicable jurisdictional requirements, be the sole and exclusive forum for any amendment current or former stockholder (including any current or former beneficial owner) to bring internal corporate claims (as defined below). For purposes of this Plan and Agreement and any agreements related Article Fourteenth, internal corporate claims mean claims, including claims in the right of the Corporation: (a) that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity; or (b) as to this Plan and Agreement shall become effective immediately which the DGCL confers jurisdiction upon the receipt Court of Chancery. If any action the subject matter of which is within the scope of this Article Fourteenth is filed in a court other than the Court of Chancery (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) (a “foreign action”) by the Company of both any current or former stockholder (including any current or former beneficial owner), such stockholder shall be deemed to have consented to: (a) the affirmative vote of a majority personal jurisdiction of the Board Court of Directors Chancery (or such other state or federal court located within the State of the CompanyDelaware, as applicable) in connection with any action brought in any such court to enforce this Article Fourteenth; and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the affirmative vote foreign action as agent for such stockholder. If any provision of a majority this Article Fourteenth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of those directors such provision in any other circumstance and of the Company who are remaining provisions of this Article Fourteenth (including, without limitation, each portion of any sentence of this Article Fourteenth containing any such provision held to be invalid, illegal or unenforceable that is not "interested persons" itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in any securities of the Company (as defined in the 1940 Act) Corporation shall be deemed to have notice of and have no xxxxxx or indirect financial interest in the operation of this Plan and Agreement or any agreements related consented to it (the "Independent Directors"), cast in person at a meeting called for the purpose of voting on this Plan and Agreement or such agreements. Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH paragraph this Amended and Restated Certificate of Incorporation, including this Plan and Agreement. This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraph, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH paragraph hereof. So long as the Plan and Agreement remains in effect, the selection and nomination of persons to serve as directors of the Company who are not "interested persons" of the Company shall be committed to the discretion of the directors then in office who are not "interested persons" of the Company. However, nothing contained herein shall prevent the participation of other persons in the selection and nomination process, provided that a final decision on any such selection or nomination is within the discretion of, and approved by, a majority of the directors of the Company then in office who are not "interested persons" of the CompanyArticle Fourteenth.

FOURTEENTH. This Plan and Agreement, and any amendment to this Plan and Agreement and any agreements related to this Plan and Agreement shall become effective immediately upon the receipt by the Company of both (a) the affirmative vote of a majority of the Board of Directors of the Company, and (b) the affirmative vote of a majority of those directors of the Company who are not "interested persons" of the Company (as defined in the 1940 Act) and have no nx xxxxxx or indirect financial interest in the operation of this Plan and Agreement or any agreements related to it (the "Independent Directors"), cast in person at a meeting called for the purpose of voting on this Plan and Agreement or such agreements. Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH paragraph of this Plan and Agreement. This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraph, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH paragraph hereof. So long as the Plan and Agreement remains in effect, the selection and nomination of persons to serve as directors of the Company who are not "interested persons" of the Company shall be committed to the discretion of the directors then in office who are not "interested persons" of the Company. However, nothing contained herein shall prevent the participation of other persons in the selection and nomination process, provided that a final decision on any such selection or nomination is within the discretion of, and approved by, a majority of the directors of the Company then in office who are not "interested persons" of the Company.