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**Exhibit 3.3**

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**TICC CAPITAL CORP.**

**THIRD AMENDED AND RESTATED BYLAWS**

 

**ARTICLE I**

**OFFICES**

 

Section 1.          PRINCIPALOFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directorsmay designate.

 

Section 2.          ADDITIONALOFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board ofDirectors 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 shallbe set by the Board of Directors and stated in the notice of the meeting.

 

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

 

Section 3.            SPECIALMEETINGS.

 

(a)         General.The Chairman of the Board, the president or the Board of Directors may call a special meeting of the stockholders. Subject to subsection(b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation upon the writtenrequest of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

 

(b)          StockholderRequested Special Meetings.

 

(1)         Anystockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary(the "Record Date Request Notice") by registered mail, return receipt requested, request the Board of Directors to fixa record date to determine the stockholders entitled to request a special meeting (the "Request Record Date"). The RecordDate Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed byone or more stockholders of record as of the date of signature (or their duly authorized agents), shall bear the date of signatureof each such stockholder (or such agent) and shall set forth all information relating to each such stockholder that must be disclosedin solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), oris otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of1934, as amended (the "Exchange Act"). Upon receiving the Record Date Request Notice, the Board of Directors may fixa Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of businesson 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 theRequest Record Date and make a public announcement of such Request Record Date, the Request Record Date shall be the close of businesson the tenth day after the first date on which the Record Date Request Notice is received by the secretary.

 

 

 

(2)         Inorder for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholdersof record (or their duly authorized agents) as of the Request Record Date entitled to cast not less than a majority (the "SpecialMeeting Percentage") of all of the votes entitled to be cast at such meeting (the "Special Meeting Request") shallbe delivered to the secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the mattersproposed to be acted on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by thesecretary), shall bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, shallset forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or onwhose behalf the Special Meeting Request is signed) and the class, series and number of all shares of stock of the Corporationwhich are owned by each such stockholder, and the nominee holder for, and number of, shares owned beneficially but not of record,shall be sent to the secretary by registered mail, return receipt requested, and shall be received by the secretary within 60 daysafter the Request Record Date. Any requesting stockholder may revoke his, her or its request for a special meeting at any timeby written revocation delivered to the secretary.

 

(3)         Thesecretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of meeting(including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholderrequest and such meeting shall not be held unless, in addition to the documents required by subsection (b)(2) of this Section3, the secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

 

(4)          Exceptas provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the Chairmanof the Board, the president or the Board of Directors, whoever has called the meeting. In the case of any special meeting calledby the secretary upon the request of stockholders (a "Stockholder Requested Meeting"), such meeting shall be held atsuch place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder RequestedMeeting shall be not more than 90 days after the record date for such meeting (the "Meeting Record Date"); and providedfurther that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Requestis actually received by the secretary (the "Delivery Date"), a date and time for a Stockholder Requested Meeting, thensuch 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 aBusiness Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board ofDirectors fails to designate a place for a Stockholder Requested Meeting within ten days after the Delivery Date, then such meetingshall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the Chairman of theBoard, the president or the Board of Directors may consider such factors as he, she or it deems relevant within the good faithexercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstancessurrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In thecase of any Stockholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date.

 

 

 

(5)          Ifwritten revocations of requests for the special meeting have been delivered to the Secretary and the result is that stockholdersof record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special MeetingPercentage have delivered, and not revoked, requests for a special meeting to the Secretary, the Secretary shall: (i) if the noticeof meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholderswho have not revoked such requests written notice of any revocation of a request for the special meeting, or (ii) if the noticeof meeting has been mailed and if the Secretary first sends to all requesting stockholders who have not revoked requests for aspecial meeting written notice of any revocation of a request for the special meeting and written notice of the Secretary’sintention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten days before the commencementof the meeting. Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall beconsidered a request for a new special meeting.

 

(6)         TheBoard of Directors, the Chairman of the Board or the president may appoint independent inspectors of elections to act as the agentof the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special MeetingRequest received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported requestshall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretaryof such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests receivedby the secretary represent at least the Special Meeting Percentage. Nothing contained in this subsection (6) shall in any way beconstrued 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 purposesof these Bylaws, "Business Day" shall mean any day other than a Saturday, a Sunday or other day on which banking institutionsin the State of New York are authorized or obligated by law or executive order to close.

 

Section 4.          NOTICEOF MEETINGS. Written or printed notice of the purpose or purposes, in the case of a special meeting, and of the time and placeof every meeting of the stockholders shall be given by the secretary of the Corporation to each stockholder of record entitledto vote at the meeting, by either placing the notice in the mail, delivering it by overnight delivery service or transmitting thenotice by electronic mail or any other electronic means at least ten days, but not more than 90 days, prior to the date designatedfor the meeting, addressed to each stockholder at such stockholder’s address appearing on the books of the Corporation orsupplied by the stockholder to the Corporation for the purpose of notice. The notice of any meeting of stockholders may be accompaniedby a form of proxy approved by the Board of Directors in favor of the actions or persons as the Board of Directors may select.Notice of any meeting of stockholders shall be deemed waived by any stockholder who attends the meeting in person or by proxy orwho before or after the meeting submits a signed waiver of notice that is filed with the records of the meeting.

 

Any business of theCorporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice of suchmeeting, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a specialmeeting of stockholders except as specifically designated in the notice of such meeting.

 

 

 

Section 5.          ORGANIZATIONAND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairmanof the meeting or, in the absence of such appointment, by the Chairman of the Board, if any, or, in the case of a vacancy in theoffice or absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of theBoard, if any, the chief executive officer, the president, any vice president, the secretary, the treasurer or, in the absenceof such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present inperson or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretaryand assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individualappointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders,an assistant secretary, or, in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairmanof the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meetingof stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulationsand procedures and take such action as, in the discretion of such chairman, 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 attendanceat the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such individuals as the chairmanof the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporationentitled 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 by participants; (e) maintaining order and security at the meeting; (f)removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forthby the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at themeeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be heldin accordance with the 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 votesentitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders, except with respectto any such matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of one or moreclasses of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of thevotes entitled to be cast by each such class on such a matter shall constitute a quorum.

 

If, however, such quorumshall not be present at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote at suchmeeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time to a date not more than 120days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which aquorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

 

The stockholders presenteither in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

Section 7.          VOTING.

 

 

 

(a)          VotingStandard for Election of Directors.  Except as set forth below, election of directors at all meetings of the stockholdersat which directors are to be elected shall be by ballot, and a majority of the votes cast at a meeting of stockholders duly calledand at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as thereare directors to be elected and for whose election the share is entitled to be voted. For purposes of this Bylaw, a majority ofvotes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number ofvotes cast with respect to that director’s election. Votes cast shall include direction to withhold authority in each caseand exclude abstentions with respect to that director’s election. Notwithstanding the foregoing, in the event of a “contestedelection” of directors, directors shall be elected by the vote of a plurality of the votes cast at a meeting of stockholdersduly called and at which a quorum is present. For purposes of this Bylaw, a “contested election” shall mean any electionof directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with thedetermination thereof being made by the Secretary as of the close of the applicable notice of nomination period set forth in Section11 of this Article II or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordancewith said Section 11; provided, that the determination that an election is a “contested election” shall be determinativeonly as to the timeliness of a notice of nomination and not otherwise as to its validity. If, prior to the time the Corporationmails its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawnsuch that the number of candidates for election as director no longer exceeds the number of directors to be elected, the electionshall not be considered a contested election, but in all other cases, once an election is determined to be a contested election,directors shall be elected by the vote of a plurality of the votes cast.

 

(b)          Resignationof Directors.  If a nominee for director who is an incumbent director is not elected and no successor has been electedat such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The Nominating and CorporateGovernance Committee (if such a committee has been constituted) shall make a recommendation to the Board of Directors as to whetherto accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on thetendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation (if any), andpublicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated meansof communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from thedate of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation,and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriateand relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Nominating andCorporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbentdirector’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annualmeeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignationis accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is notan incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisionsof Section 11 of Article III of these Bylaws or may decrease the size of the Board of Directors pursuant to the provisions of Section2 of Article III of these Bylaws.

 

(c)          VoteRequired in Other Matters.  A majority of the votes cast at a meeting of stockholders duly called and at which aquorum is present shall be sufficient to approve any matters other than the election of directors that may properly come beforethe meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Corporation. Unlessotherwise provided in the charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submittedto a vote at a meeting of stockholders.

 

 

 

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

 

Section 9.          VOTINGOF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or otherentity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as thecase may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to votesuch stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partnersof a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock.Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

 

Shares of stock ofthe Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining thetotal 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 at any given time.

 

The Board of Directorsmay adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registeredin the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shallset forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the formof certification and the information to be contained in it; if the certification is with respect to a record date or closing ofthe stock transfer books, the time after the record date or closing of the stock transfer books within which the certificationmust be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considersnecessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for thepurposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makesthe certification.

 

Section 10.         INSPECTORS.The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or moreentities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectorsare not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person whomay be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directorsin advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the numberof shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validityand effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising inconnection with the right to vote, count and tabulate all votes, ballots or consents, and determine the result, and do such actsas are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signedby him or her 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 sharesrepresented at the meeting and the results of the voting shall be primafacie evidence thereof.

 

 

 

Section 11.        ADVANCENOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

(a)          AnnualMeetings of Stockholders.

 

(1)          Nominationsof individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders maybe made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the directionof the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of givingof notice provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting andwho has complied with this Section 11(a).

 

(2)          Fornominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of subsection(a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporationand such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s noticeshall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executiveoffice of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing ofthe notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing ofthe notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of mailingof the notice for the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlierthan the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of businesson the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the tenth day following theday on which public announcement of the date of mailing of the notice for such meeting is first made. In no event shall the publicannouncement of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’snotice as described above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposesto nominate for election or reelection as a director, (A) the name, age, business address and residence address of such individual,(B) the class, series and number of any shares of stock of the Corporation that are beneficially owned by such individual and thedate such shares were acquired and the investment intent of such acquisition, (C) whether such stockholder believes any such individualis, or is not, an "interested person" of the Corporation, as defined in the Investment Company Act of 1940, as amended,and the rules promulgated thereunder (the “Investment Company Act”) and information regarding such individual thatis sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation,to make such determination and (D) all other information relating to such individual that is required to be disclosed in solicitationsof proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required,in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (includingsuch individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);(ii) as to any other business that the stockholder proposes to bring before the meeting, a description of the business desiredto be brought before the meeting, the reasons for proposing such business at the meeting and any material interest in such businessof such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipatedbenefit to the stockholder and any Stockholder Associated Person therefrom; (iii) as to the stockholder giving the notice and anyStockholder Associated Person, the class, series and number of all shares of stock of the Corporation which are owned beneficiallyby such stockholder and by such Stockholder Associated Person, if any, (iv) as to the stockholder giving the notice and any StockholderAssociated Person covered by clauses (ii) or (iii) of this Section 11(a)(2), the name and address of such stockholder, asthey appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder AssociatedPerson and (v) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supportingthe nominee for election or reelection as a director or the proposal of other business on the date of such stockholder's notice.

 

 

 

(3)         Notwithstandinganything in this Section 11(a) to the contrary, in the event the Board of Directors increases or decreases the number of directorsin accordance with Article III, Section 2 of these Bylaws, and there is no public announcement of such action at least 100 daysprior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a stockholder’snotice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not laterthan the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

 

(4)          For purposesof this Section 11, "Stockholder Associated Person" of any stockholder shall mean (i) any person controlling, directlyor indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation ownedof record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with suchStockholder Associated Person.

 

(b)          SpecialMeetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been broughtbefore the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Boardof Directors may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’snotice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determinedthat directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record bothat the time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to voteat the meeting and who complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder maynominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s noticeof meeting, if the stockholder’s notice required by subsection (a)(2) of this Section 11 shall be delivered to the secretaryat the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not laterthan the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on whichpublic announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors tobe elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting commencea new time period for the giving of a stockholder’s notice as described above.

 

(c)          General.

 

(1)          Upon writtenrequest by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election asa director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of deliveryof such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretionof the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy ofany information submitted by the stockholder pursuant to this Section 11. If a stockholder fails to provide such written verificationwithin such period, the information as to which written verification was requested may be deemed not to have been provided in accordancewith this Section 11.

 

 

 

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

 

(3)         Forpurposes of this Section 11, (a) the "date of mailing of the notice" shall mean the date of the proxy statement for thesolicitation of proxies for election of directors and (b) "public announcement" shall mean disclosure (i) in a pressrelease reported by the Dow Jones News Service, Associated Press or comparable news service or (ii) in a document publicly filedby the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.

 

(4)         Notwithstandingthe foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law andof the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothingin this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right ofthe Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision)under the Exchange Act.

 

Section 12.         VOTINGBY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or anystockholder shall demand that voting be by ballot.

 

Section 13.         CONTROLSHARE ACQUISITION ACT. Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle7 of the Maryland General Corporation Law (the "MGCL"), or any successor statute, shall not apply to any acquisitionby any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether beforeor after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to anyprior or subsequent control share acquisition.

 

**ARTICLE III**

**DIRECTORS**

 

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

 

Section 2.          NUMBER,TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entireBoard of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never beless than the minimum number required by the MGCL, nor more than 12, and further provided that the tenure of office of a directorshall not be affected by any decrease in the number of directors.

 

Section 3.          ANNUALAND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place asthe 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 meetingsof the Board of Directors. Regular meetings of the Board of Directors shall be held from time to time at such places and timesas provided by the Board of Directors by resolution, without notice other than such resolution.

 

 

 

Section 4.          SPECIALMEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors,the president or by a majority of the directors then in office. The person or persons authorized to call special meetings of theBoard of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. TheBoard of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directorswithout notice other 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, facsimiletransmission, United States mail or courier 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 Statesmail 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 telephonecall to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmissionof the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall bedeemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director andreceipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when depositedin the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given whendeposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, anyannual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statuteor these Bylaws.

 

Section 6.          QUORUM.A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, providedthat, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn themeeting from time to time without further notice, and provided further that if, pursuant to the charter of the Corporation or theseBylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majorityof such group.

 

The directors presentat a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawalof enough directors to leave less than a quorum.

 

Section 7.          VOTING.The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Boardof Directors, unless the concurrence of a greater proportion is required for such action by applicable statute or the charter.If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of themajority of the directors still present at such meeting shall be the action of the Board of Directors, unless the concurrence ofa greater proportion is required for such action by applicable statute or the charter.

 

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 theboard, if any, shall act as Chairman. In the absence of both the chairman and vice chairman of the board, the chief executive officeror in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majorityof the directors present, shall act as Chairman. 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, a person appointed by the Chairman, shall act as secretary ofthe meeting.

 

 

 

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

 

Section 10.         WRITTENCONSENT BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken withouta meeting, if a consent in writing to such action is signed by each director and such written consent is filed with the minutesof proceedings of the Board of Directors; provided however, this Section 10 does not apply to any action of the directors pursuantto 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 affectthese Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation's election in Article V ofthe charter, subject to applicable requirements of the Investment Company Act, except as may be provided by the Board of Directorsin setting the terms of any class or series of preferred stock, (a) any vacancy on the Board of Directors may be filled only bya majority of the remaining directors, even if the remaining directors do not constitute a quorum and (b) any director electedto fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successoris 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, mayreceive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporationand 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 each property visit and any other service or activity they performed or engaged in as directors; butnothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receivingcompensation therefor.

 

Section 13.         LOSSOF 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.

 

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

 

Section 15.         RELIANCE.Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to theCorporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the booksof account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of itsofficers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directorsor officers of the Corporation, regardless of whether such counsel or expert may also be a director.

 

 

 

**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 Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

 

Section 2.          POWERS.The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors,except as prohibited by law.

 

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 majorityof the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. Theact of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors maydesignate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (ifthere are at least two members of the Committee) may fix the time and place of its meeting unless the Board shall otherwise provide.In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitutea quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

 

Section 4.          TELEPHONEMEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephoneor similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participationin a meeting by these means shall constitute presence in person at the meeting.

 

Section 5.          WRITTENCONSENT BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board of Directorsmay be taken without a meeting, if a consent in writing to such action is signed by each member of the committee and such writtenconsent 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 fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.Subject to the power of the Board of Directors, the members of the committee shall have the power to fill any vacancies on thecommittee.

 

**ARTICLE V**

**OFFICERS**

 

Section 1.          GENERALPROVISIONS. The officers of the Corporation shall include****a president, a secretary and a treasurer and may include achief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistantsecretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officerswith such powers and duties as it shall deem necessary or desirable. The Board of Directors may designate a Chairman of the Boardand a Vice Chairman of the Board, who shall not be officers of the Corporation but shall have such powers and duties as determinedby 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,assistant treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or untildeath, resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president maybe held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporationand such officer or agent.

 

 

 

Section 2.          REMOVALAND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors ifin its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written noticeof his or her resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignationshall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance ofa resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall bewithout 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.          CHIEFEXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, thepresident shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibilityfor implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the businessand affairs of the Corporation.

 

Section 5.          CHIEFOPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have theresponsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

Section 6.          CHIEFFINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have theresponsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

Section 7.          PRESIDENT.In the absence of a designation of a chief executive officer by the Board of Directors, the president shall be the chief executiveofficer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereofshall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation orshall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of presidentand such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 8.          VICEPRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the eventthere be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absenceof any designation, then in the order of their election) shall perform the duties of the president and when so acting shall haveall the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time totime may be assigned to such vice president by the president or by the Board of Directors. The Board of Directors may designateone or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

 

 

 

Section 9.          SECRETARY.The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Boardof Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisionsof these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep aregister of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) havegeneral charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to timemay be assigned to him by the chief executive officer, the president or by the Board of Directors.

 

Section 10.         TREASURER.The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in thename and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence ofa designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of theCorporation.

 

The treasurer shalldisburse 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 president and Board of Directors, at the regular meetings of the Board of Directors or whenever it mayso require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.If requiredby the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shallbe satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restorationto the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers,moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

 

Section 11.         ASSISTANTSECRETARIES AND ASSISTANTTREASURERS. The assistant secretaries and assistant treasurers, in general, shall performsuch duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors.The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their dutiesin such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

 

**ARTICLE VI**

**CONTRACTS, LOANS, 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 inthe 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 authorized or ratified by action ofthe Board of Directors****and executed by an authorized person.

 

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

 

Section 3.          DEPOSITS.All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in suchbanks, trust companies or other depositories as the Board of Directors may designate.

 

 

 

**ARTICLE VII**

**STOCK**

 

Section 1.          CERTIFICATES;REQUIRED INFORMATION. In the event that the Corporation issues shares of stock represented by certificates, such certificatesshall be signed by the officers of the Corporation in the manner permitted by the MGCL and contain the statements and informationrequired by the MGCL. In the event that the Corporation issues shares of stock without certificates, the Corporation shall provideto holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

 

Section 2.          TRANSFERSWHEN CERTIFICATES ISSUED. Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificateduly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issuea new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

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

 

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

 

Section 3.          REPLACEMENTCERTIFICATE. The president, the secretary, the treasurer or any officer designated by the Board of Directors may direct a newcertificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen ordestroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his or her discretionand as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’slegal representative to advertise the same in such manner as he or she shall require and/or to give bond, with sufficient surety,to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

 

Section 4.          CLOSINGOF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determiningstockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive paymentof any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other properpurpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be notmore than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting orparticular action requiring such determination of stockholders of record is to be held or taken.

 

In lieu of fixing arecord date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longerthan 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to voteat a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

 

If no record date isfixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determinationof stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on whichthe notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the recorddate for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shallbe the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, isadopted.

 

 

 

When a determinationof stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shallapply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books andthe stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixedfor the original meeting, in either of which case a new record date shall be determined as set forth herein.

 

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

 

Section 6.          FRACTIONALSTOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on suchterms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, theBoard of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall havethe same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may providethat for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporationonly in such unit.

 

**ARTICLE VIII**

**ACCOUNTING YEAR**

 

The Board of Directorsshall 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 theprovisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stockof the Corporation, subject to the provisions of law and the charter.

 

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

 

**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 Corporationand the year of its incorporation and the words "Incorporated Maryland." The Board of Directors may authorize one ormore duplicate seals and provide for the custody thereof.

 

 

 

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

 

**ARTICLE XI**

**INDEMNIFICATION AND ADVANCE OF EXPENSES**

 

To the maximum extentpermitted by Maryland law and the Investment Company Act, in effect from time to time, the Corporation shall indemnify and, withoutrequiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expensesin advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporationand who is made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a directorof the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of anothercorporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and whois made a party to the proceeding by reason of his or her service in that capacity. The Corporation may, with the approval of itsBoard of Directors, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporationin any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of theCorporation.

 

Neither the amendment nor repeal of thisArticle, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation inconsistent with thisArticle, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failureto act which occurred prior to such amendment, repeal or adoption.

 

No provision of thisArticle XI shall be effective to protect or purport to protect any director or officer of the Corporation against liability tothe Corporation or its stockholders to which he or she would otherwise be subject by reason of willfulness misfeasance, bad faith,gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

**ARTICLE XII**

**WAIVER OF NOTICE**

 

Whenever any noticeis required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereofin writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall bedeemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need beset forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitutea waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transactionof any business on the ground that the meeting is not lawfully called or convened.

 

 

 

**ARTICLE XIII**

**INSPECTION OF RECORDS**

 

A stockholder who isotherwise eligible under the MGCL to inspect certain books and records of the Corporation shall have no right to inspect any suchbooks and records if the Board of Directors determines that such stockholder has an improper purpose for such inspection.

 

**ARTICLE XIV**

**INVESTMENT COMPANY ACT**

 

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

 

**ARTICLE XV**

**AMENDMENT OF BYLAWS**

 

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