Exhibit 3.2





SILVER SPIKE
INVESTMENT CORP.



AMENDED AND RESTATED
BYLAWS



ARTICLE
I
OFFICES



Section
1.	PRINCIPAL OFFICE. The principal office of Silver Spike Investment Corp. (the “Corporation”) in the State of
Maryland shall be located at such place as the Board of Directors may designate.



Section
2.	ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places
as the Board of Directors may from time to time determine or the business of the Corporation may require.



ARTICLE
II
MEETINGS OF STOCKHOLDERS



Section
1.	PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other
place as shall be set by the Board of Directors or otherwise in accordance with these Bylaws and stated in the notice of the meeting.
The Board of Directors may determine that any meeting of stockholders not be held at any place, but instead be held solely by means of
remote communication. Any reference in these Bylaws to place shall be deemed to include the means of remote communication, as applicable.



Section
2.	ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within
the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.



Section
3.	SPECIAL MEETINGS.



(a)       General.
The chairman of the board, the chief executive officer, the president or the Board of Directors may call a special meeting of the stockholders.
Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time
and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting.
Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation
to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to
cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.



(b)       Stockholder-Requested
Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written
notice to the



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secretary
(the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a
record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date
Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more
stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request
Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each
such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the
solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would
otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under
the Securities Exchange Act of 1934, as amended, and the rules, regulations, and guidance of the Securities and Exchange Commission and
its staff thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix
a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the
date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten
days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date,
the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is
received by the secretary.



(2)       In
order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders,
one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of
record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less
than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”)
shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the
matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received
by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set
forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are
owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation
owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested,
and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized
in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at
any time by written revocation delivered to the secretary.



(3)       The
secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice
of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special



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meeting
upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section
3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice
of the meeting.



(4)       In
the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”),
such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that
the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting
Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that
a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested
Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such
90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in
the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery
Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested
Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters
to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call
an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting
Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery
Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event
that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).



(5)       If
written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record
(or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage
have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not
already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders
who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the
notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for
a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s
intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter,
(A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the
chairman of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request
for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special
meeting.



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(6)       The
chairman of the board, chief executive officer, president or Board of Directors may appoint independent inspectors of elections to act
as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special
Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special
Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt
by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid
requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the
Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation
or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period,
or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).



(7)       For
purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order to close.



Section
4.	NOTICE OF MEETINGS. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give
to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting
notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder
personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other
means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed
to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.
If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission
to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single
notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless
such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give
notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed
in accordance with this Article II or the validity of any proceedings at any such meeting.



Subject to Section
11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted
at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting
of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation
prior to the



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meeting. Notice
of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise
in the manner set forth in this section.



Section
5.	ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by the chairman of the board and/or one or more
other directors appointed by the Board of Directors to be chairman of the meeting or, in the absence of the chairman of the board or
such appointment, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if
there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their
order of seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority
of the votes cast by stockholders present in person or by proxy. The secretary or, in the case of a vacancy in the office or absence
of the secretary, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed
by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as
secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant
secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting.
The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting.
The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman
of the meeting and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at
the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of
the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled
to vote on such matter, their duly authorized proxies or other such individuals as the chairman of the meeting may determine; (d) limiting
the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should
be closed and when announcement of the results should be made; (f) maintaining order and security at the meeting; (g) removing any stockholder
or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting;
(h) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at
a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless
otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with any
rules of parliamentary procedure.



Section
6.	QUORUM. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast a majority
of the votes entitled to be cast (without regard to class or series) shall constitute a quorum at any meeting of stockholders, except
with respect to any such matter that, under applicable statutes or regulatory requirements or the charter of the Corporation, requires
approval by a separate vote of one or more classes or series of stock, in which case the presence in person or by proxy of the holders
of shares entitled to cast a majority of the votes entitled to be cast by each such class or series on a matter shall constitute a quorum.



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This
section shall not affect any requirement under any statute, the charter of the Corporation or these Bylaws for the vote necessary for
the approval of any matter.



If, however, such
quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time to time to
a date not more than 120 days after the original record date without notice other than announcement at the meeting. If a meeting is adjourned
and a quorum is present at such adjournment, any business may be transacted which might have been transacted at the reconvened meeting
as originally notified.



The stockholders
present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue
to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would
be required to establish a quorum.



Section
7.	VOTING. Except for a contested election (as defined below), a plurality of all the votes cast at a meeting of stockholders
duly called and at which a quorum is present shall be sufficient to elect a director. In a contested election, a director shall be elected
only if the director receives a majority of the votes entitled to be cast for that director at a meeting of stockholders duly called
and at which a quorum is present. For purposes of this Bylaw provision, a “contested election” shall mean any election of
directors with respect to which (i) the secretary of the Corporation receives notice that one or more stockholders have nominated an
individual or individuals for election as a director or directors in compliance with the requirements set forth in these Bylaws and (ii)
all such nominations have not been withdrawn by such stockholder(s) on or prior to the date the Corporation first mails its notice of
meeting for such meeting to the stockholders, and, as a result of which, the number of nominees is greater than the number of directors
to be elected at the meeting. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected
and for whose election the holder is entitled to vote. Cumulative voting is not permitted. A majority of the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come
before the meeting, unless a different vote is required by statute, the charter of the Corporation or these Bylaws. Unless otherwise
provided in the charter of the Corporation, each outstanding share of stock, regardless of class, entitles the holder thereof to cast
one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voceunless the chairman of the meeting shall order that voting be by ballot or otherwise.



Section
8.	PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed or authorized
by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence
of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid
more than eleven months after its date unless otherwise provided in the proxy.



Section
9.	VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability
company, partnership, joint venture, trust



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or
other entity, if entitled to be voted, may be voted by the chief executive officer, the president or any vice president, managing member,
manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some
other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation
or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which
case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or
fiduciary’s name, either in person or by proxy.



Shares of stock
of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case
they may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.



The Board of Directors
may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered
in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth
the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification
and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within
which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of
Directors considers necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified
in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock
in place of the stockholder who makes the certification.



Section
10.	INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors
for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any,
shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies,
(ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and
determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct
the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than
one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.



Section
11.	ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.



(a)       Annual
Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of other business
to be considered by the



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stockholders
may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the
Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice
by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof),
who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied
with this Section 11(a).



(2)       For
any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any
such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall
set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of
the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to
the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s
annual meeting; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date
of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s
annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150thday prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day
prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of
the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence
a new time period for the giving of a stockholder’s notice as described above.



(3)       Such
stockholder’s notice shall set forth:



(i)       as
to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”),
all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies
for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would
otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under
the Exchange Act;



(ii)       whether
such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined
in the Investment Company Act of 1940, as amended, and the rules, regulations, and guidance of the Securities and Exchange Commission
and its staff thereunder (the “Investment Company Act”) and information regarding such individual that is sufficient, in
the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination;



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(iii)       as
to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s
reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder
Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder
Associated Person therefrom;



(iv)       as
to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,



(A)       the
class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company
Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated
Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest
(including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company
Securities of any such person,



(B)       the
nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee
or Stockholder Associated Person,



(C)       whether
and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers,
nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series
of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending
of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price
of (x) Company Securities or (y) any security of any other closed-end investment company (a “Peer Group Company”) for such
stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease
the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or,
as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or,
as applicable, in any Peer Group Company); and



(D)       any
substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual
relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated
Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such
stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis
by all other holders of the same class or series;



(v)       as
to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or
(iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,



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(A)       the
name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address,
if different, of each such Stockholder Associated Person and any Proposed Nominee and



(B)       the
investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and
a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder
and each such Stockholder Associated Person;



(vi)       the
name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person
about the Proposed Nominee or other business proposal; and



(vii)       to
the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election
or reelection as a director or the proposal of other business.



(4)       Such
stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed
Nominee (i) that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any
person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation
and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which
questionnaire shall be provided by the Corporation, upon request by the stockholder providing the notice, and shall include all information
relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election
of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required
in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or
would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or
over-the-counter market on which any securities of the Corporation are traded).



(5)       Notwithstanding
anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board
of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the
date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s
notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00
p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.



(6)       For
purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert
with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such



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stockholder
(other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.



(b)       Special
Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of
Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose
of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors
for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in
this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the
meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11.
In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board
of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified
in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3)
and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120thday prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to
such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment
of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.



(c)       General.
(1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal
for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have
been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within
two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the
Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as
may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized
officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11,
and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that
it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant
to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period,
the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance
with this Section 11.



11





(2)       Only
such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and
only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this
Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with this Section 11.



(3)       For
purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s
proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities
and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by
the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a
document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment
Company Act.



(4)       Notwithstanding
the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the
Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right
of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement
filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person
pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person
under Section 14(a) of the Exchange Act.



(5)       Notwithstanding
anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder giving notice
as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for
election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.



Section
12.	VIRTUAL MEETINGS. Notwithstanding anything to the contrary in these Bylaws, the Board of Directors may determine
at any time, including, without limitation, after the calling of any meeting of stockholders, that any meeting of stockholders be held
solely by means of remote communication or both at a physical location and by means of remote communication. Notwithstanding anything
to the contrary in these Bylaws, if it is determined after notice of the meeting has been sent to stockholders that participation
by stockholders in the meeting shall or may be conducted by means of remote communication, notice thereof may be provided at any time
in any manner permitted by law. Stockholders and proxy holders entitled to be present and to vote at the meeting that are not physically
present at such a meeting but participate by means of remote communication shall be considered present in person for all purposes under
these Bylaws and may vote at such a meeting. Subject to any guidelines or procedures that the Board of Directors may adopt,
any meeting at which stockholders or proxy



12





holders
are permitted to participate by means of remote communication shall be conducted in accordance with the following, unless otherwise permitted
by applicable law or regulation:



(i)       The
Corporation shall implement reasonable measures to verify that each person considered present and authorized to vote at the meeting by
means of remote communication is a stockholder or proxy holder;



(ii)       The
Corporation shall implement reasonable measures to provide the stockholders and proxy holders a reasonable opportunity to participate
in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with the proceedings; and



(iii)       In
the event any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the
vote or other action shall be maintained by the Corporation.



ARTICLE
III
DIRECTORS



Section
1.	GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.



Section
2.	NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease
the number of directors, provided that the number thereof shall never be less than the minimum number required by the Maryland General
Corporation Law (the “MGCL”), which is one, nor more than 15, and further provided that the tenure of office of a director
shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering
his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately
upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation.



Section
3.	ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors may be held immediately after and at the same place
as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the
Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors
without other notice than such resolution.



Section
4.	SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board,
the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special



13





meetings
of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors
may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.



Section
5.	NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic
mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal
delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United
States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the
meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone
call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the
message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be
given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed
answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly
addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier
properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board
of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.



Section
6.	QUORUM. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board
of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the charter
of the Corporation or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action,
a quorum must also include a majority or such other percentage of such group.



The directors present
at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.



Section
7.	VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter
of the Corporation or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum
but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting
shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable
law, the charter of the Corporation or these Bylaws.



Section
8.	ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the
vice chairman of the board, if any,



14





shall
act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in
the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the
directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation,
or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act
as secretary of the meeting.



Section
9.	TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment
if all persons participating in the meeting can hear each other at the same time; provided however, this Section 9 does not apply to
any action of the directors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person at a
meeting. Participation in a meeting by these means shall constitute presence in person at the meeting.



Section
10.	CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is
filed with the minutes of proceedings of the Board of Directors; provided however, this Section 10 does not apply to any action of the
directors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person at a meeting.



Section
11.	VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation
or affect these Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation’s election in Article
IV of the charter of the Corporation, subject to applicable requirements of the Investment Company Act, except as may be provided by
the Board of Directors in setting the terms of any class or series of preferred stock, (a) any vacancy on the Board of Directors may
be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum and (b) any director
elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor
is duly elected and qualifies.



Section
12.	COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board
of Directors, may receive compensation per year and/or per meeting and for any service or activity they performed or engaged in as directors.
Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors
or of any committee thereof and for their expenses, if any, in connection with any service or activity they perform or engage in as directors;
but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving
compensation therefor.



Section
13.	LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust
company, savings and loan association, or other institution with whom moneys or stock have been deposited.



15





Section
14.	SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the
performance of any of his or her duties.



Section
15.	RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the
Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial
data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable
and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or
officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee
of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably
believes the committee to merit confidence.



Section
16.	RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any act, omission,
failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board
of Directors or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and
effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned
in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution,
adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices
of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification
shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect
of such questioned Act.



Section
17.	EMERGENCY PROVISIONS. Notwithstanding any other provision in the charter of the Corporation or these Bylaws, this Section
17 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board
of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless
otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director
or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency
may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including
publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire
Board of Directors.



ARTICLE
IV
COMMITTEES



Section
1.	NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an
Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and other committees, composed of one or more
directors, to serve at the pleasure of the Board of Directors.



16





In
the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum,
may appoint another director to act in the place of such absent member.



Section
2.	POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article IV any of the powers
of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee
may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee
deems appropriate in its sole discretion.



Section
3.	MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of
Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the
committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors
may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there
are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide.



Section
4.	TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference
telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.



Section
5.	CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the
Board of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each
member of the committee and is filed with the minutes of proceedings of such committee.



Section
6.	VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership
of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent
or disqualified member or to dissolve any such committee.



ARTICLE
V
OFFICERS



Section
1.	GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include
a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, a chief investment officer,
a chief compliance officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors
may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The Board of Directors
may designate a



17





Chairman
of the Board and a Vice Chairman of the Board, who shall not, solely by reason of such designation, be officers of the Corporation but
shall have such powers and duties as determined by the Board of Directors from time to time. The officers of the Corporation shall be
elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or
more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor
is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two
or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself
create contract rights between the Corporation and such officer or agent.



Section
2.	REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of
Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or
her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any
resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance
of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without
prejudice to the contract rights, if any, of the Corporation.



Section
3.	VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.



Section
4.	CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation,
the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility
for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business
and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive
officer and such other duties as may be prescribed by the Board of Directors from time to time.



Section
5.	CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall
have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.



Section
6.	CHIEF INVESTMENT OFFICER. The Board of Directors may designate a chief investment officer. The chief investment officer
shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.



18





Section
7.	CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall
have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.



Section
8.	CHIEF COMPLIANCE OFFICER. The chief compliance officer, subject to the direction of and reporting to the Board of Directors,
shall be responsible for the oversight of the Corporation’s compliance with the federal securities laws. The designation, compensation
and removal of the chief compliance officer must be approved by the Board of Directors, including a majority of the directors who are
not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Corporation.
The chief compliance officer shall perform such executive, supervisory and management functions and duties as may be assigned to him
or her from time to time.



Section
9.	PRESIDENT. In the absence of a designation of a chief executive officer by the Board of Directors, the president shall be
the chief executive officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the Board of Directors from time to time.



Section
10.	VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in
the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the
absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have
all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time
may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors
may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas
of responsibility.



Section
11.	SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation;
(d) keep a register of the address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned
to him or her by the chief executive officer, the president or the Board of Directors.



Section
12.	TREASURER. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the
Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories
as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or
her by the chief executive officer, the president or the Board of



19





Directors.
In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer
of the Corporation. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the chief executive officer, the president and the Board of Directors, at the regular
meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial
condition of the Corporation.



Section
13.	ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president
or the Board of Directors.



Section
14.	COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board
of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.



ARTICLE
VI
CONTRACTS, CHECKS AND DEPOSITS



Section
1.	CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any
agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by
action of the Board of Directors and executed by an authorized person.



Section
2.	CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to
time be determined by the Board of Directors.



Section
3.	DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit
of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer
designated by the Board of Directors may determine.



ARTICLE
VII
STOCK



Section
1.	CERTIFICATES. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders
of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation
issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by



20





the
Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed
by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without
certificates, to the extent then required by the MGCL the Corporation shall provide to the record holders of such shares a written statement
of the information required by the MGCL to be included on stock certificates. There shall be no difference in the rights and obligations
of stockholders based on whether or not their shares are represented by certificates.



Section
2.	TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares,
in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if
such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated
shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be
represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such
shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock
certificates.



The Corporation
shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.



Notwithstanding
the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the charter of the Corporation
and all of the terms and conditions contained therein.



Section
3.	REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon
the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided,
however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder
and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined
by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal
representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation
a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.



Section
4.	FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend
or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date,
in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and,
in the case of a meeting of



21





stockholders,
not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record
is to be held or taken.



When a record date
for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this
section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned
to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting
shall be determined as set forth herein.



Section
5.	STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer
agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class
held by such stockholder.



Section
6.	FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of
stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other
provision of the charter of the Corporation or these Bylaws, the Board of Directors may authorize the issuance of units consisting of
different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities
issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued
in such unit may be transferred on the books of the Corporation only in such unit.



ARTICLE
VIII
ACCOUNTING YEAR



The Board of Directors
shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.



ARTICLE
IX
DISTRIBUTIONS



Section
1.	AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors,
subject to the provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property
or stock of the Corporation, subject to the provisions of law and the charter of the Corporation.



Section
2.	CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole discretion,
think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation
or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.



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ARTICLE
X
SEAL



Section
1.	SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of
the Corporation and the year of its incorporation and the words “Incorporated Maryland”. The Board of Directors may authorize
one or more duplicate seals and provide for the custody thereof.



Section
2.	AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient
to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature
of the person authorized to execute the document on behalf of the Corporation.



ARTICLE
XI
INDEMNIFICATION AND ADVANCE OF EXPENSES



Section
1.	INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify and advance expenses to its current and former
directors and officers to the extent provided by the charter of the Corporation.



Section
2.	INDEMNIFICATION OF EMPLOYEES AND AGENTS. With respect to employees and agents who are not officers or directors of the Corporation,
the Corporation may, as determined by the Board of Directors, indemnify and advance expenses to such persons to the extent permissible
under the Maryland General Corporation Law and the Investment Company Act, as such statutes are now or hereafter in force.



Section
3.	OTHER RIGHTS. The indemnification and advancement of expenses provided by this Article XI or provided by the charter of
the Corporation shall not be deemed exclusive of any other right, in respect of indemnification, advancement of expenses or otherwise,
to which those seeking such indemnification or advancement of expenses may be entitled under any insurance, contract or other agreement,
vote of stockholders or directors or otherwise. Neither the amendment nor repeal of this Article XI, nor the adoption or amendment of
any other provision of the charter of the Corporation or these Bylaws inconsistent with this Article XI, shall apply to or affect in
any respect the applicability of the provisions of this Article XI with respect to any act or failure to act which occurred prior to
such amendment, repeal or adoption.



ARTICLE
XII
WAIVER OF NOTICE



Whenever any notice
of a meeting is required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver
thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the



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time stated therein,
shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need
be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting has not been lawfully called or convened.



ARTICLE
XIII
INVESTMENT COMPANY ACT



If and to the extent
that any provision of the MGCL, including, without limitation, Subtitle 6 and, if then applicable, Subtitle 7, of Title 3 of the MGCL,
or any provision of the charter of the Corporation or these Bylaws conflicts with any provision of the Investment Company Act, the applicable
provision of the Investment Company Act shall control.



ARTICLE
XIV
EXCLUSIVE FORUM FOR CERTAIN LITIGATION



Section 1.	GENERAL.	Unless
the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if
that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the
sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any Internal Corporate
Claim, as such term is defined in the MGCL, (c) any action asserting a claim of breach of any duty owed by any director, officer, employee
or other agent of the Corporation to the Corporation or to the stockholders of the Corporation, (d) any action asserting a claim against
the Corporation or any director, officer, employee or other agent of the Corporation arising pursuant to any provision of the MGCL, the
charter of the Corporation or these Bylaws, or (e) any other action asserting a claim against the Corporation or any director, officer,
employee or other agent of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or
proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.
Notwithstanding the foregoing, this Section 1 does not apply to claims arising under the federal securities laws, or any other claim
for which the federal courts have exclusive jurisdiction.



Section 2.	FEDERAL
SECURITIES LAW CLAIMS.	Unless the Corporation consents in writing to the selection of an alternative forum, the federal district
courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution
of any complaint asserting a cause of action arising under the federal securities laws.



ARTICLE
XV
AMENDMENT OF BYLAWS



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The Board of Directors
shall have the exclusive power, at any time, to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.



ARTICLE XVI



CERTAIN ELECTIONS



Section
1.	EXEMPTION FROM CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the charter of the Corporation or these
Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by Silver Spike Capital, LLC or
an affiliate or “associate” (as defined in Section 3-701 of the MGCL or any successor provision) of Silver Spike Capital,
LLC of any shares of stock of the Corporation. This Section 1 may be repealed, in whole or in part, at any time, whether before or after
an acquisition of “control shares” (as defined in Section 3-701 of the MGCL or any successor provision).



Adopted January
21, 2022



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