EX-4.12





 Exhibit 4.12 

DESCRIPTION OF SECURITIES 

As of December 31, 2020, Fidus Investment Corporation (“we,” “our,” “us,” or the “Company”)
has four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its common stock, par value $0.001 per share (“common stock”); (ii) its 5.875% Notes due
2023 (the “2023 Notes”); (iii) its 6.000% Notes due 2024 (the “February 2024 Notes”); and (iv) its 5.375% Notes due 2024 (the “November 2024 Notes,” together with the 2023 Notes and the February 2024 Notes, the
“Notes”). 
 The following descriptions of the Company’s common stock and the Notes are as of December 31, 20201 and based on, as applicable, the relevant portions of the Maryland General Corporation Law (“MGCL”), the Company’s articles of amendment and restatement (“charter”), our
bylaws (“bylaws”), the first supplemental indenture, dated February 2, 2018 (the “First Supplemental Indenture), the second supplemental indenture, dated February 8, 2019 (the “Second Supplemental Indenture), and the
third supplemental indenture, dated October 16, 2019 (the “Third Supplemental Indenture”), and the indenture, dated February 2, 2018 (the “Base Indenture” together with the First Supplemental Indenture, the Second
Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). This summary is a description of the material terms of, and
is qualified in its entirety by, the charter, the bylaws and the indenture, each of which is incorporated by reference as an exhibit to this Annual Report on Form 10-K. As a result, this summary may not
contain all of the information that is important to you. We refer you to the MGCL, the charter, the bylaws, and the indenture for a more detailed description of the provisions summarized below. Capitalized terms used but not defined herein shall
have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is an exhibit. 

 

	 	A.	 Common Stock, $0.001 par value per share 



The authorized capital stock of Fidus Investment Corporation (the “Company,” “we,” “our” or “us”)
consists of 100,000,000 shares of common stock, par value $0.001 per share, of which 24,463,119 were outstanding as of December 31, 2019. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “FDUS.” There
are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plan. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations. 

Under our charter, our board of directors is authorized to classify and reclassify any unissued shares of stock into other classes or series
of stock without obtaining stockholder approval. As permitted by the MGCL, our charter provides that the board of directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number
of shares of stock or the number of shares of stock of any class or series that we have authority to issue. 
 All shares of our common
stock have equal rights as to earnings, assets, voting, and distributions and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when
authorized by our board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted
by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after
we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a
vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of
directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director. 

 

	1 	 Subsequent to the year ended December 31, 2020, the Company redeemed (i) $50,000,000 in aggregate
principal amount of the issued and outstanding 2023 Notes on January 19, 2021 and, as a result, there are no issued and outstanding 2023 Notes as of the filing of the Annual Report on Form 10-K, and
(ii) $50,000,000 in aggregate principal amount of the $69,000,000 in aggregate principal amount of the issued and outstanding February 2024 Notes on February 16, 2021. 














 Provisions of the MGCL and our Charter and Bylaws 

The MGCL and our charter and bylaws contain provisions that could make it more difficult for a potential acquiror to acquire us by means of a
tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of
directors. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. 

Classified Board of Directors 
 Our board
of directors is divided into three classes of directors serving staggered three-year terms. The terms of the first, second and third classes expire in 2021, 2019 and 2020, respectively, and in each case, those directors will serve until their
successors are elected and qualify. Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify and each year one class of directors will be elected by the stockholders. A classified
board may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified board of directors will help to ensure the continuity and
stability of our management and policies. 
 Election of Directors 

Our charter and bylaws provide that the affirmative vote of the holders of a plurality of the outstanding shares of stock entitled to vote in
the election of directors cast at a meeting of stockholders duly called and at which a quorum is present is required to elect a director. Pursuant to our bylaws our board of directors may amend the bylaws to alter the vote required to elect
directors. 
 Number of Directors; Vacancies; Removal 

Our charter provides that the number of directors will be set only by the board of directors in accordance with our bylaws. Our bylaws provide
that a majority of our entire board of directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than one nor more than eight. Except as may be provided
by the board of directors in setting the terms of any class or series of preferred stock, any and all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the
remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any
applicable requirements of the 1940 Act. 
 Our charter provides that a director may be removed only for cause, as defined in our charter,
and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors. 

Action by Stockholders 
 Under the MGCL,
stockholder action can be taken only at an annual or special meeting of stockholders or (unless the charter provides for stockholder action by less than unanimous written consent, which our charter does not) by unanimous written consent in lieu of a
meeting. These provisions, combined with the requirements of our bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until
the next annual meeting. 
 Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals 

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the board of directors and
the proposal of business to be considered by stockholders may be made only (a) pursuant to our notice of the meeting, (b) by the board of directors or (c) by a stockholder who was a stockholder of record both at the time of giving
notice and at the time of the annual meeting and who is entitled to vote at the meeting and who has complied with the advance notice procedures of our bylaws. With respect to special meetings of stockholders, only the business specified in our
notice of the meeting may be brought before the meeting. Nominations of persons for election to the board of directors at a special meeting may be made only (a) pursuant to our notice of the meeting, (b) by the board of directors or
(c) provided that the board of directors has determined that directors will be elected at the meeting, by a stockholder who was a stockholder of record both at the time of giving notice and at the time of the annual meeting and who is entitled
to vote at the meeting and who has complied with the advance notice provisions of the bylaws. 












 The purpose of requiring stockholders to give us advance notice of nominations and other
business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of
directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any
power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of (a) precluding a contest for the election of directors or the consideration of stockholder proposals
if proper procedures are not followed and (b) discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such
nominees or proposals might be harmful or beneficial to us and our stockholders. 
 Calling of Special Meetings of Stockholders 

Our bylaws provide that special meetings of stockholders may be called by the chairman of our board of directors, our President and our board
of directors. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the secretary of
the corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. 

Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws 

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets,
engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of
the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our
charter provides that certain charter amendments, any proposal for our conversion, whether by charter amendment, merger or otherwise, from a closed-end company to
an open-end company and any proposal for our liquidation or dissolution requires the approval of the stockholders entitled to cast at least 80.0% of the votes entitled to be cast on such matter.
However, if such amendment or proposal is approved by a majority of our continuing directors (in addition to approval by our board of directors), such amendment or proposal may be approved by a majority of the votes entitled to be cast on such a
matter. The “continuing directors” are defined in our charter as (a) our current directors, (b) those directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by
a majority of our current directors then on the board of directors or (c) any successor directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing
directors or the successor continuing directors then in office. 
 Our charter and bylaws provide that the board of directors has the
exclusive power to make, alter, amend or repeal any provision of our bylaws. 
 No Appraisal Rights 

Except with respect to appraisal rights arising in connection with the Control Share Act discussed below, as permitted by the MGCL, our charter
provides that stockholders will not be entitled to exercise appraisal rights unless a majority of the board of directors shall determine such rights apply. 












 Control Share Acquisitions 

The MGCL provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the
extent approved by a vote of two-thirds of the votes entitled to be cast on the matter (the “Control Share Act”). Shares owned by the acquiror, by officers or by directors who are employees
of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise
or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: 

 

	 	•	 	 one-tenth or more but less
than one-third; 


  

	 	•	 	 one-third or more but less than a majority; or



  

	 	•	 	 a majority or more of all voting power. 



The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above.
Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

 A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a
special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to
pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. 

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the
statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and
limitations, including, as provided in our bylaws compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or
of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares
entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share
acquisition. 
 The Control Share Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the
corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Act any and all acquisitions by any person of our
shares of stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future. However, we will amend our bylaws to be subject to the Control Share Act only if the board of directors determines that it
would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Control Share Act does not conflict with the 1940 Act. 

Business Combinations 
 Under Maryland
law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an
interested stockholder (the “Business Combination Act”). These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity
securities. An interested stockholder is defined as: 
  

	 	•	 	 any person who beneficially owns 10.0% or more of the voting power of the corporation’s outstanding voting
stock; or 















	 	•	 	 an affiliate or associate of the corporation who, at any time within
the two-year period prior to the date in question, was the beneficial owner of 10.0% or more of the voting power of the then outstanding voting stock of the corporation. 



A person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which the
stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions
determined by the board. 
 After the five-year prohibition, any business combination between the Maryland corporation and an interested
stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: 
  

	 	•	 	 80.0% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and



  

	 	•	 	 two-thirds of the votes entitled to be cast by holders of voting
stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. 



These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under
Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. 

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before
the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution, subject to the provisions of the 1940 Act, that any business combination between us and any other person is exempted from
the provisions of the Business Combination Act, provided that the business combination is first approved by the board of directors, including a majority of the directors who are not interested persons as defined in the 1940 Act. This resolution may
be altered or repealed in whole or in part at any time; however, our board of directors will adopt resolutions so as to make us subject to the provisions of the Business Combination Act only if the board of directors determines that it would be in
our best interests and if the SEC staff does not object to our determination that our being subject to the Business Combination Act does not conflict with the 1940 Act. If this resolution is repealed, or the board of directors does not otherwise
approve a business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. 

Conflict with 1940 Act 
 Our bylaws
provide that, if and to the extent that any provision of the MGCL, including the Control Share Act (if we amend our bylaws to be subject to such Act) and the Business Combination Act, or any provision of our charter or bylaws conflicts with any
provision of the 1940 Act, the applicable provision of the 1940 Act will control. 
  

	 	B.	 Debt Securities 



Unless otherwise specifically stated, the summary below relates to each of the 2023 Notes, the February 2024 Notes, and the November 2024
Notes, and therefore, references to the “Notes” below refer to each of the 2023 Notes, the February 2024 Notes, and the November 2024 Notes. 

The 2023 Notes 
 In January 2018, we
issued $43,478,275 in aggregate principal amount of the 2023 Notes. On February 22, 2018, the underwriters exercised their option to purchase an additional $6.5 million in aggregate principal of the 2023 Notes. The total net proceeds to us
from the 2023 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $1.5 million and estimated offering expenses of $0.4 million, were approximately $48.1 million. 












 The 2023 Notes were issued under the Base Indenture, as supplemented by the First
Supplemental Indenture. The 2023 Notes will mature on February 1, 2023 and bear interest at a rate of 5.875% per year. The 2023 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after
February 1, 2020. Interest on the 2023 Notes is payable quarterly on February 1, May 1, August 1 and November 1 of each year, beginning May 1, 2018. The 2023 Notes are listed on the NASDAQ Global Select Market under the
trading symbol “FDUSL.” As of December 31, 2019, the outstanding principal balance of the 2023 Notes was $50.0 million. 
 The
February 2024 Notes 
 In February 2019, we issued $60,000,000 in aggregate principal amount of the February 2024 Notes. On
February 19, 2019, the underwriters exercised their option to purchase an additional $9.0 million in aggregate principal of the February 2024 Notes. The total net proceeds to us from the February 2024 Notes, including the exercise of the
underwriters’ option, after deducting underwriting discounts of approximately $2.1 million and estimated offering expenses of $0.4 million, were approximately $66.5 million. 

The February 2024 Notes were issued under the Base Indenture, as supplemented by the Second Supplemental Indenture. The February 2024 Notes
will mature on February 15, 2024 and bear interest at a rate of 6.000%. The February 2024 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after February 15, 2021. Interest on the February 2024
Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning May 15, 2019. The February 2024 Notes are listed on the NASDAQ Global Select Market under the trading symbol
“FDUSZ.” As of December 31, 2019, the outstanding principal balance of the February 2024 Notes was $69.0 million. 
 The November
2024 Notes 
 In October 2019, we issued $55,000,000 in aggregate principal amount of the November 2024 Notes. On October 23, 2019,
the underwriters exercised their option to purchase an additional $8.3 million in aggregate principal of the November 2024 Notes. The total net proceeds to us from the November 2024 Notes, including the exercise of the underwriters’
option, after deducting underwriting discounts of approximately $1.9 million and estimated offering expenses of $0.3 million, were approximately $61.1 million. 

The November 2024 Notes were issued under the Base Indenture, as supplemented by the Third Supplemental Indenture. The November 2024 Notes
will mature on November 1, 2024 and bear interest at a rate of 5.375%. The November 2024 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after November 1, 2021. Interest on the November 2024
Notes is payable quarterly on February 1, May 1, August 1 and November 1 of each year, beginning February 1, 2020. The November 2024 Notes are listed on the NASDAQ Global Select Market under the trading symbol
“FDUSG.” As of December 31, 2019, the outstanding principal balance of the November 2024 Notes was approximately $63.3 million. 

General 
 For purposes of this
description, any reference to the payment of principal of, or premium or interest, if any, on, the 2023 Notes, the February 2024 Notes and the November 2024 Notes will include additional amounts if required by the terms of such Notes. 

As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document
called an “indenture.” An indenture is a contract between us and the financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The Trustee has two main roles.
First, the Trustee can enforce your rights against us if we default. There are some limitations on the extent to which the Trustee acts on your behalf, see “Events of Default” for more information. Second, the Trustee performs certain
administrative duties for us with respect to our debt securities. 
 The Indenture provides that any debt securities may be issued under the
Indenture in one or more series. The Indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the Indenture, when a single trustee is acting for all debt securities issued
under the Indenture, are called the “indenture securities.” The Indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “Resignation of
Trustee” below for more information. At a time when two or more trustees are acting under the Indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with
respect to which each respective trustee is acting. In the event that there is more than one trustee under the Indenture, the powers and trust obligations of each trustee will extend only to the one or more series of indenture securities for which
it is trustee. If two or more trustees are acting under the Indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures. 












 Except as described under “Events of Default” and “Merger or
Consolidation” below, the Indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity. 

We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the
consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created. 

Optional Redemption 
 The 2023 Notes, the
February 2024 Notes and the November 2024 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after February 1, 2020, February 15, 2021 and November 1, 2021, respectively, upon not less than
30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount of the Note plus accrued and unpaid interest payments otherwise payable
for the then-current quarterly interest period accrued to the date fixed for redemption. 
 You may be prevented from exchanging or
transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, you will receive, without a charge, a new Note or Notes of
authorized denominations representing the principal amount of your remaining unredeemed Notes. Any exercise of our option to redeem the Notes will be done in compliance with the 1940 Act, to the extent applicable. 

If we redeem only some of the Notes, the Trustee or the Depositary Trust Company (“DTC”), as applicable, will determine the method
for selection of the particular Notes to be redeemed, in accordance with the Indenture governing the Notes and in accordance with the rules of any national securities exchange or quotation system on which the Notes are listed. Unless we default
in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption. 
 Ranking of
the Notes 
 The Notes are the Company’s direct unsecured obligations and will rank: 

 

	 	•	 	 pari passu with our other outstanding and future unsecured unsubordinated indebtedness;



  

	 	•	 	 senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;



  

	 	•	 	 effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is
initially unsecured in respect of which we subsequently grant a security interest), to the extent of the value of the assets securing such indebtedness; and 


  

	 	•	 	 structurally subordinated to all existing and future indebtedness and other obligations of any of our
subsidiaries, including the Funds. 


 Denominations 

The Notes are issued in denominations of $25 and integral multiples of $25 in excess thereof. 

Sinking Fund 
 The Notes will not be
subject to any sinking fund. 












 Book-Entry Holders 

The Notes were issued as registered securities in book-entry form only. We will issue registered debt securities in book-entry form only,
unless we specify otherwise in the applicable prospectus supplement. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that
participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of
themselves or customers. 
 Under the Indenture, only the person in whose name a debt security is registered is recognized as the holder of
that debt security. Consequently, for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary. The depositary will
then pass along the payments it receives to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or
with their customers; they are not obligated to do so under the terms of the debt securities. 
 As a result, investors will not own debt
securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As
long as the debt securities are represented by one or more global securities, investors will be indirect holders, and not holders, of the debt securities. 

Global Securities 
 As noted above, the
Notes are issued in book-entry form and represented by a global security that we deposit with and register in the name of DTC or its nominee. A global security may not be transferred to or registered in the name of anyone other than the depositary
or its nominee, unless special termination situations arise. As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all the Notes represented by a global security, and investors will be
permitted to own only beneficial interests in a global security. 
 Termination of a Global Security 

If a global security is terminated for any reason, interests in it will be exchanged for certificates
in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated Notes directly or in street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. 

Conversion and Exchange 
 The Notes are
not convertible into or exchangeable for other securities. 
 Payment and Paying Agents 

We will pay interest to the person listed in the Trustee’s records as the owner of the Notes at the close of business on a particular day
in advance of each due date for interest, even if that person no longer owns the Note on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the
interest for an interest period to the holders on the record date, holders buying and selling the Notes must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the Notes to prorate
interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.” 

Payments on Global Securities 
 We will
make payments on the Notes so long as they are represented by a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or
its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants. 












 Payment When Offices Are Closed 

If any payment is due on the Notes on a day that is not a business day, we will make the payment on the next day that is a business day.
Payments made on the next business day in this situation will be treated under the Indenture as if they were made on the original due date. Such payment will not result in a default under the Notes or the Indenture, and no interest will accrue on
the payment amount from the original due date to the next day that is a business day. 
 Events of Default 

You will have rights if an Event of Default occurs in respect of the Notes and the Event of Default is not cured, as described later in this
subsection. 
 The term “Event of Default” in respect of the Notes means any of the following: 

 

	 	•	 	 We do not pay the principal of, or any premium on, any Note when due and payable at maturity;



  

	 	•	 	 We do not pay interest on any Note when due and payable, and such default is not cured within 30 days of its due
date; 


  

	 	•	 	 We remain in breach of any other covenant in respect of the Notes for 60 days after we receive a written notice
of default stating we are in breach (the notice must be sent by either the Trustee or holders of at least 25% of the principal amount of the outstanding Notes); 



 

	 	•	 	 We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain
undischarged or unstayed for a period of 60 days; or 


  

	 	•	 	 On the last business day of each of twenty-four consecutive calendar months, the Notes have an asset coverage of
less than 100%, giving effect to the exemptive relief granted to us by the SEC with respect to the consolidation of debt of the Funds. 



An Event of Default for the Notes may, but does not necessarily, constitute an Event of Default for any other series of debt securities issued
under the same or any other indenture. The Trustee may withhold notice to the holders of the Notes of any default, except in the payment of principal or interest, if it in good faith considers the withholding of notice to be in the best interests of
the holders. 
 Remedies if an Event of Default Occurs 

If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in principal amount of the Notes may
declare the entire principal amount of all the Notes to be due and immediately payable, but this does not entitle any holder of Notes to any redemption payout or redemption premium. This is called a declaration of acceleration of maturity. In
certain circumstances, a declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the Notes if (1) we have deposited with the Trustee all amounts due and owing with respect to the Notes (other
than principal or any payment that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of Default have been cured or waived. 

Except in cases of default, where the Trustee has some special duties, the Trustee is not required to take any action under the Indenture at
the request of any holders unless the holders offer the Trustee protection from expenses and liability reasonably satisfactory to it (called an “indemnity”). If indemnity reasonably satisfactory to the Trustee is provided, the holders of a
majority in principal amount of the Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the Trustee. The Trustee may refuse to follow those directions in certain
circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default. 












 Before you are allowed to bypass the Trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your interests relating to the Notes, the following must occur: 
  

	 	•	 	 You must give the Trustee written notice that an Event of Default has occurred and remains uncured;



  

	 	•	 	 The holders of at least 25% in principal amount of all the Notes must make a written request that the Trustee
take action because of the default and must offer the Trustee indemnity, security, or both reasonably satisfactory to it against the cost and other liabilities of taking that action; 



 

	 	•	 	 The Trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity
and/or security; and 


  

	 	•	 	 The holders of a majority in principal amount of the Notes must not have given the Trustee a direction
inconsistent with the above notice during that 60-day period. 



However, you are entitled at any time to bring a lawsuit for the payment of money due on your Notes on or after the due date. 

Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a
request of the Trustee and how to declare or cancel an acceleration of maturity. 
 Each year, we will furnish to the Trustee a written
statement of certain of our officers certifying that to their knowledge we are in compliance with the Indenture and the Notes, or else specifying any default. 

Waiver of Default 
 The
holders of a majority in principal amount of the Notes may waive any past defaults other than a default: 
  

	 	•	 	 in the payment of principal (or premium, if any) or interest; or 



 

	 	•	 	 in respect of a covenant that cannot be modified or amended without the consent of each holder of the Notes.



 Merger or Consolidation 

Under the terms of the Indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or
substantially all of our assets to another entity. However, we may not take any of these actions unless all the following conditions are met: 
  

	 	•	 	 where we merge out of existence or convey or transfer our assets substantially as an entirety, the resulting
entity must agree to be legally responsible for our obligations under the Notes; 


  

	 	•	 	 the merger or sale of assets must not cause a default on the Notes and we must not already be in default (unless
the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events
of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded;
and 


  

	 	•	 	 we must deliver certain certificates and documents to the Trustee. 



Modification or Waiver 
 There are three
types of changes we can make to the Indenture and the Notes issued thereunder. 
 Changes Requiring Your Approval 

First, there are changes that we cannot make to your Notes without your specific approval. The following is a list of those types of changes:

  

	 	•	 	 change the stated maturity of the principal of (or premium, if any, on) or any installment of principal of or
interest on the Notes; 















	 	•	 	 reduce any amounts due on the Notes or reduce the rate of interest on the Notes; 



 

	 	•	 	 reduce the amount of principal payable upon acceleration of the maturity of a Note following a default;



  

	 	•	 	 change the place or currency of payment on a Note; 



 

	 	•	 	 impair your right to sue for payment; 



 

	 	•	 	 reduce the percentage of holders of Notes whose consent is needed to modify or amend the Indenture; and



  

	 	•	 	 reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of
the Indenture or to waive certain defaults or reduce the percentage of holders of Notes required to satisfy quorum or voting requirements at a meeting of holders of the Notes. 



Changes Not Requiring Approval 

The second type of change does not require any vote by the holders of the Notes. This type is limited to clarifications and certain other
changes that would not adversely affect holders of the Notes in any material respect. 
 Changes Requiring Majority Approval 

Any other change to the Indenture and the Notes would require the following approval: 

 

	 	•	 	 if the change affects only the Notes, it must be approved by the holders of a majority in principal amount of the
Notes; and 


  

	 	•	 	 if the change affects more than one series of debt securities issued under the same indenture, it must be
approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose. 



In each case, the required approval must be given by written consent. 

The holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class
for this purpose, may waive our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “Changes Requiring Your
Approval.” 
 Further Details Concerning Voting 

When taking a vote, we will use the following rules to decide how much principal to attribute to the Notes: 

The Notes will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their
payment or redemption or if we or any affiliate of ours own any Notes. The Notes will also not be eligible to vote if they have been fully defeased as described later under “Defeasance—Full Defeasance” below. 

We will generally be entitled to set any day as a record date for the purpose of determining the holders of the Notes that are entitled to
vote or take other action under the Indenture. However, the record date may not be earlier than 30 days before the date of the first solicitation of holders to vote on or take such action and not later than the date such solicitation is completed.
If we set a record date for a vote or other action to be taken by holders of the Notes, that vote or action may be taken only by persons who are holders of the Notes on the record date and must be taken within eleven months following the record
date. 












 Defeasance 

The following provisions will be applicable to the Notes.

Covenant Defeasance 

Under current U.S. federal income tax law and the Indenture, we can make the deposit described below and be released from some of the
restrictive covenants in the Indenture under which the Notes were issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and
government securities set aside in trust to repay your Notes. In order to achieve covenant defeasance, the following must occur: 
  

	 	•	 	 Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the
Notes a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates; 



 

	 	•	 	 We must deliver to the Trustee a legal opinion of our counsel confirming that, under current U.S. federal income
tax law, we may make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit; 


  

	 	•	 	 We must deliver to the Trustee a legal opinion of our counsel stating that the above deposit does not require
registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with; 



 

	 	•	 	 Defeasance must not result in a breach or violation of, or result in a default under, the Indenture or any of our
other material agreements or instruments; and 


  

	 	•	 	 No default or Event of Default with respect to the Notes shall have occurred and be continuing and no defaults or
events of default related to bankruptcy, insolvency or reorganization shall occur during the next 60 days. 


 If we
accomplish covenant defeasance, you can still look to us for repayment of the Notes if there were a shortfall in the trust deposit or the Trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as
our bankruptcy) and the Notes became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall. 

Full Defeasance 
 If there
is a change in U.S. federal income tax law, as described below, we can legally release ourselves from all payment and other obligations on the Notes (called “full defeasance”) if we put in place the following other arrangements for you to
be repaid: 
  

	 	•	 	 Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the
Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates; 



 

	 	•	 	 We must deliver to the Trustee a legal opinion confirming that there has been a change in current U.S. federal
tax law or an Internal Revenue Service (“IRS”) ruling that allows us to make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit; 



 

	 	•	 	 We must deliver to the Trustee a legal opinion of our counsel stating that the above deposit does not require
registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with; 



 

	 	•	 	 Defeasance must not result in a breach or violation of, or constitute a default under, the Indenture or any of
our other material agreements or instruments; and 


  

	 	•	 	 No default or Event of Default with respect to the Notes shall have occurred and be continuing and no defaults or
events of default related to bankruptcy, insolvency or reorganization shall occur during the next 60 days. 


 If we ever
did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the Notes. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would
most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. 












 Resignation of Trustee 

The Trustee may resign or be removed with respect to the Notes provided that a successor trustee is appointed to act with respect to the Notes.
In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the Indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other
trustee. 
 Governing Law 
 The
Indenture and the Notes will be governed by and construed in accordance with the laws of the State of New York. 
 Indenture
Provisions — Subordination 
 Upon any distribution of our assets upon our dissolution, winding up, liquidation or
reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the Indenture in right of payment to
the prior payment in full of all Senior Indebtedness (as defined below), but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected.
In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if
any), sinking fund and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth. 
 In the event
that, notwithstanding the foregoing, any payment by us is received by the Trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities, upon our dissolution, winding up, liquidation or
reorganization before all Senior Indebtedness is paid in full, the payment or distribution received by the Trustee in respect of such subordinated debt securities or by the holders of any of such subordinated debt securities must be paid over to the
holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or
distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the
Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities. 

By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover
more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are not Senior Indebtedness. The Indenture provides that these subordination provisions will not apply to money and securities held in
trust under the defeasance provisions of the Indenture. 
 Senior Indebtedness is defined in the Indenture as the principal of (and premium, if any) and
unpaid interest on: 
  

	 	•	 	 our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or
guaranteed, for money borrowed, that we have designated as “Senior Indebtedness” for purposes of the Indenture and in accordance with the terms of the Indenture (including any indenture securities designated as Senior Indebtedness), and



  

	 	•	 	 renewals, extensions, modifications and refinancings of any of this indebtedness. 



The Trustee under the Indenture 
 U.S Bank
National Association serves as the Trustee, paying agent, and security registrar under the Indenture. Separately, our securities are held by U.S. Bank National Association pursuant to a custody agreement.