**FIRSTHAND TECHNOLOGY VALUE FUND, INC.**

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**AMENDED AND RESTATED BYLAWS**

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**ARTICLE I**

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**OFFICES**

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Section 1.	PRINCIPAL OFFICE.The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

 

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

 

**ARTICLE II**

 

**MEETINGS OF STOCKHOLDERS**

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Section 1.	PLACE. Allmeetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set inaccordance with these Bylaws and stated in the notice of the meeting.

 

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

 

Section 3.	SPECIAL MEETINGS.

 

(a)       General.The chairman of the Board, the 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 to act on any matterthat may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than amajority of all the votes entitled to be cast on such matter at such meeting. Subject to subsection (b) of this Article II, Section 3,any special meeting shall be held at such place, date and time as may be designated by the chairman of the Board, the president or theBoard of Directors, whoever shall have called the meeting. In fixing a date for any special meeting, the chairman of the Board, the presidentor the Board of Directors may consider such factors as he, she or it deems relevant, including, without limitation, the nature of thematters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors tocall an annual meeting or a special meeting.

 

(b)       StockholderRequested Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sendingwritten notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request theBoard of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request RecordDate”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it,shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanyingthe Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all informationrelating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connectionwith the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), orwould otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision)under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall notprecede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request RecordDate is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date RequestNotice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of businesson the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

 

 

 

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

 

(3)       Thesecretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the noticeof the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting uponstockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such noticeof the meeting.

 

(4)       Inthe case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”),such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the dateof any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting RecordDate”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid SpecialMeeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting,then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a BusinessDay (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors failsto designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at theprincipal executive office of the Corporation. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fixa Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the DeliveryDate shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the eventthat the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

 

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

 

 

 

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

 

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

 

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

 

Subject to Section 11(a) of thisArticle II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designatedin the notice, 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. The Corporation may postpone or cancel a meeting of stockholdersby making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to themeeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such dateand otherwise in the manner set forth in this section.

 

 

 

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 or appointed individual, by the chairman of the Board, if any, or, in the case ofa vacancy in the office or absence of the chairman of the Board, by one of the following officers present at the meeting in the followingorder: the vice chairman of the Board, if any, the chief executive officer, the president, the vice presidents in their order of rankand, within each rank, in their order of seniority, the secretary, the treasurer or, in the absence of such officers, a chairman chosenby the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in thecase of a vacancy in the office or absence of the secretary, an assistant secretary, or, in the case of a vacancy in the office of assistantsecretary or the absence of both the secretary and all assistant secretaries, an individual appointed by the Board of Directors or, inthe absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that thesecretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individualappointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. Even if present at the meeting,the person holding the office named herein may delegate to another person the power to act as chairman or secretary of the meeting. Theorder of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting.The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairmanand without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a)restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting tostockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting maydetermine; (c) limiting the time allotted to questions or comments; (d) determining when and for how long the polls should be opened andwhen the polls should be closed and when announcement of the results should be made; (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 forth bythe chairman of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to alater date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerningsafety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to beheld in accordance with any rules of parliamentary procedure.

 

Section 6.	QUORUM. Atany meeting of stockholders, the presence in person or by proxy of the holders of shares of stock of the Corporation entitled to casta majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders, exceptwith respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of oneor more classes 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. This section shall not affect any requirementunder any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the adoption of any measure.

 

If, however, such quorum shallnot be present at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time toa date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjournedmeeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originallynotified.

 

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

 

 

 

Section 7.	VOTING. Aplurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to electa director. However, directors shall be elected by a majority of all the votes entitled to be cast at a meeting of stockholders duly calledand at which a quorum is present for which (i) the secretary of the Corporation receives notice that a stockholder has nominated an individualfor election as a director in compliance with the requirements of advance notice of stockholder nominees for director set forth in ArticleII, Section 11 of these Bylaws, and (ii) such nomination has not been withdrawn by such stockholder on or before the close of businesson the tenth day before the date of filing of the definitive proxy statement of the Corporation with the Securities and Exchange Commission,and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting. Each share maybe voted for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majorityof the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matterwhich may properly come before the meeting, unless a different vote is required by statute, by the Charter or by these Bylaws. Unlessotherwise provided by statute or in the Charter, each outstanding share, regardless of class, entitles the holder thereof to cast onevote on each matter submitted to a vote at a meeting of stockholders.

 

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

 

Section 9.	VOTING OF STOCKBY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitledto be voted, may be voted by the president or a vice president, a general partner, trustee or managing member thereof, as the case maybe, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuantto a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presentsa certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary mayvote stock registered in the name of such person in the capacity as such director or fiduciary, either in person or by proxy.

 

Shares of stock of the Corporationdirectly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstandingshares 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 andshall be counted in determining the total number of outstanding shares at any given time.

 

The Board of Directors may adoptby resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in thename of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth theclass of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification andthe information to be contained in it; if the certification is with respect to a record date, the time after the record date within whichthe certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directorsconsiders necessary or desirable. On receipt by the secretary of the Corporation of such certification, the person specified in the certificationshall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholderwho makes the 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 more entitiesthat designate individuals as inspectors to act at the meeting or any postponement or 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 who may beappointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance ofthe meeting or at the meeting by the chairman of the meeting. Except as otherwise provided by the chairman of the meeting, the inspectors,if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effectof proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv)hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairlyconduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is morethan one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

 

 

 

Section 11. 	ADVANCE NOTICEOF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

(a)       AnnualMeetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of other businessto be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice ofmeeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder ofrecord at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting,at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and anypostponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on anysuch other business and who has complied with this Section 11(a).

 

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

 

(3)       Suchstockholder’s notice shall set forth:

 

(i)       as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”),

 

(A)       all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxiesfor the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or wouldotherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) underthe Exchange Act; and

 

(B)       whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as definedin the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “Investment Company Act”) andinformation regarding such individual that is sufficient, in the discretion of the Board of Directors or any authorized officer of theCorporation, to make such determination;

 

 

 

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

 

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

 

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

 

(B)        thenominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee orStockholder Associated Person;

 

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

 

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

 

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

 

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

 

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

 

 

 

(v)        thename and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Personabout the Proposed Nominee or other business proposal; and

 

(vi)        tothe extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for electionor reelection as a director or the proposal of other business on the date of such stockholder’s notice.

 

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

 

(5)       Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be electedto the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversaryof the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting,a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for anynew positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporationnot later than 5:00 p.m., Pacific Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

 

(6)        Forpurposes of this Section 11, “Stockholder Associated Person” of any stockholder means (i) any person acting in concert withsuch stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder(other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

 

(b)        SpecialMeetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought beforethe meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors maybe made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directorsor (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electingdirectors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for thepurpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in theelection of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event theCorporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, anystockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’snotice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day priorto such special meeting and not later than 5:00 p.m., Pacific Time, on the later of the 90th day prior to such special meetingor the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposedby the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meetingshall not commence a new time period for the giving of a stockholder’s notice as described above.

 

 

 

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

 

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

 

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

 

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

 

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

 

 

 

Section 12.	 VOTING BY BALLOT.Voting on any question or in any election may be viva voce unless the presiding officer shall order or any stockholder shall demand thatvoting be by ballot.

 

Section 13.	 CONTROL SHAREACQUISITION ACT. Title 3, Subtitle 7 (the “Maryland Control Share Acquisition Act”) of the Maryland General CorporationLaw, or any successor statute (the “MGCL”), shall apply to any acquisition or proposed acquisition of shares of stock of theCorporation to the extent provided in the Maryland Control Share Acquisition Act. Notwithstanding the foregoing, the Maryland ControlShare Acquisition Act shall not apply to any acquisition by Kevin Landis, or any associates thereof, of shares of stock of the Corporation.

 

Section 14.	 STOCKHOLDERS’CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meetingif a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to voteon the matter and filed with the minutes of proceedings of the stockholders.

 

**ARTICLE III**

 

**DIRECTORS**

** **

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

 

Section 2. 	NUMBER, TENUREAND QUALIFICATIONS. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, providedthat the number thereof shall never be less than the minimum number required by the MGCL nor more than 15, and further provided that thetenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resignat any time by delivering his or her resignation to the Board of Directors, the chairman of the Board or the secretary. Any resignationshall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shallnot be necessary to make it effective unless otherwise stated in the resignation.

 

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

 

Section 4.	 SPECIAL MEETINGS.Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors, the presidentor by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directorsmay fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution,the time and place of special meetings of the Board of Directors without 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, facsimile transmission,United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronicmail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at leastthree days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemedto be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his orher agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail addressgiven to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmissionof the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Noticeby United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid.Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business tobe transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unlessspecifically required by statute or 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, provided that,if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting fromtime to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote ofa majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or suchother percentage of such group.

 

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

 

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

 

Section 8. 	ORGANIZATION.At each meeting of the Board of Directors, the chairman of the Board or, in the absence of the chairman, the vice chairman of the Board,if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the Board, the chief executiveofficer or, 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 of the meeting. The secretary or, in his or her absence, an assistant secretary of theCorporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting,shall act as secretary of the meeting

 

Section 9. 	TELEPHONE MEETINGS.Subject to the provisions of the Investment Company Act, directors may participate in a meeting by means of a conference telephone orother communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meetingby these means shall constitute presence in person at the meeting.

 

Section 10.	 CONSENT BYDIRECTORS WITHOUT A MEETING. Subject to the provisions of the Investment Company Act, any action required or permitted to be takenat any meeting of the Board of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronictransmission by each director and is filed with the minutes of proceedings of the Board of Directors.

 

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

 

 

 

Section 12.	 COMPENSATION.Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receivecompensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation andfor any service or activity they perform or engage in as directors. Directors may be reimbursed for expenses of attendance, if any, ateach annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connectionwith each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shallbe construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

 

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

 

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

 

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

 

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

 

Section 17.	 EMERGENCY PROVISIONS.Notwithstanding any other provision in the Charter or these Bylaws, this Section 17 shall apply during the existence of any catastrophe,or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannotreadily be obtained (an “Emergency”). The existence of an Emergency shall be determined by the Board of Directors in its soleand absolute discretion. During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directorsor a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meetingof the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by suchmeans as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitutea quorum shall be one-third of the entire Board of Directors.

 

 

 

 

**ARTICLE IV**

 

**COMMITTEES**

** **

Section 1.	 NUMBER, TENUREAND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a ValuationCommittee, a Nominating Committee, a Compensation Committee and other committees, composed of one or more directors, to serve at the pleasureof the Board of Directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether ornot they constitute a quorum, may appoint another director to act in the place of such absent member.

 

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

 

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

 

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

 

Section 5.	 CONSENT BY COMMITTEESWITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be takenwithout a meeting, if a consent to such action is given in writing or by electronic transmission by each member of the committee and isfiled 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, toappoint the chair of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified memberor to dissolve any such committee. Subject to the power of the Board of Directors, the members of the committee shall have the power tofill any vacancies on the committee.

 

**ARTICLE V**

 

**OFFICERS**

** **

Section 1.	 GENERAL PROVISIONS.The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chief executive officer, oneor more vice presidents, a chief operating officer, a chief financial officer, a chief compliance officer, one or more assistant secretariesand one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powersand duties as it shall deem necessary or desirable. The Board of Directors may designate a chairman of the Board and a vice chairman ofthe Board, who shall not, solely by reason of such designation, be officers of the Corporation but shall have such powers and duties asdetermined by the Board of Directors from time to time. The officers of the Corporation shall be elected annually by the Board of Directors,except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretariesand assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until hisor her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vicepresident may be 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.	 REMOVAL ANDRESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgmentthe best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, ifany, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Boardof Directors, the chairman of the Board, the president or the secretary. Any resignation shall take effect immediately upon its receiptor at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effectiveunless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

 

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

 

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

 

Section 5. 	CHIEF OPERATINGOFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilitiesand duties as set forth by the Board of Directors or the chief executive officer.

 

Section 6.	 CHIEF FINANCIALOFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilitiesand duties as set forth by the Board of Directors or the chief executive officer.

 

Section 7.	 CHIEF COMPLIANCEOFFICER. The Board of Directors may designate a chief compliance officer. The chief compliance officer shall have the responsibilitiesand duties as set forth by the Board of Directors or the chief executive officer.

 

Section 8.	 PRESIDENT.In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer.In the absence of a designation of a chief executive officer by the Board of Directors, the president shall be the chief executive officer.He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expresslydelegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law tobe otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribedby the Board of Directors from time to time.

 

Section 9.	 VICE PRESIDENTS.In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than onevice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, thenin the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subjectto all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice presidentby the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice presidentor as vice president for particular areas of responsibility.

 

 

 

Section 10. 	SECRETARY.The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board ofDirectors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions ofthese Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a registerof the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general chargeof the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to himby the chief executive officer, the president or the Board of Directors.

 

Section 11.	 TREASURER.The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall depositall moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by theBoard of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executiveofficer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors,the treasurer shall be the chief financial officer of the Corporation.

 

The treasurer shall disburse thefunds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall renderto the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account ofall his or her transactions as treasurer and of the financial condition of the Corporation.

 

Section 12.	 ASSISTANT SECRETARIESAND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assignedto them by the secretary or treasurer, respectively, or by the president or the Board of Directors.

 

**ARTICLE VI**

 

**CONTRACTS, CHECKS AND DEPOSITS**

** **

Section 1.	 CONTRACTS.The Board of Directors or any manager of the Corporation approved by the Board of Directors and acting within the scope of its authoritypursuant to a management or advisory agreement with the Corporation may authorize any officer or agent to enter into any contract or toexecute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specificinstances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorizedor ratified by action of the Board of Directors or a manager or adviser acting within the scope of its authority pursuant to a managementor advisory agreement and executed by the chief executive officer, the president or any other person authorized by the Board of Directorsor such a manager or adviser.

 

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

 

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

 

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**ARTICLE VII**

 

**STOCK**

** **

Section 1.	 CERTIFICATES;REQUIRED INFORMATION. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholdersof the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issuesshares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a dulyauthorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporationin any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent thenrequired by the MGCL the Corporation shall provide to the record holders of such shares a written statement of the information requiredby the MGCL to be included on stock certificates. There shall be no difference in the rights and obligations of stockholders based onwhether or not their shares are represented by certificates.

 

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

 

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

 

Notwithstanding the foregoing,transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditionscontained therein.

 

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

 

Section 4. 	FIXING OF RECORDDATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice ofor to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment ofany other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall notbe prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meetingof stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholdersof record is to be held or taken.

 

 

 

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

 

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

 

Section 6.	 FRACTIONAL STOCK.The Board of Directors may authorize the Corporation to issue fractional shares of stock on such terms and under such conditions as itmay determine.

 

**ARTICLE VIII**

 

**ACCOUNTING YEAR**

** **

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

 

**ARTICLE IX**

 

**DISTRIBUTIONS**

** **

Section 1.	 AUTHORIZATION.Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisionsof law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisionsof 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 for dividendsor other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as areserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporationor for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directorsmay modify or abolish any such reserve.

 

**ARTICLE X**

 

**SEAL**

 

Section 1. 	SEAL. TheBoard of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and theyear of its incorporation and the words “Incorporated Maryland,” or shall be in such other form as may approved by the Boardof Directors. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

 

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

 

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**ARTICLE XI**

 

**INDEMNIFICATION AND ADVANCE OF EXPENSES**

** **

To the maximum extent permittedby Maryland law, in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of theultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to(a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a partyto, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officerof the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, manager or memberof another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit planor other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her servicein that capacity. The rights to indemnification and advance for expenses provided by the Charter and these Bylaws shall vest immediatelyupon the election of a director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnificationand advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b)above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursementof expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnificationor payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.Any indemnification or payment or reimbursement of expenses made pursuant to this Article XI shall be subject to applicable requirementsof the Investment Company Act.

 

Neither the amendment nor repealof this Article, nor the adoption or amendment of any other provision of the Bylaws or the Charter inconsistent with this Article, shallapply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurredprior to such amendment, repeal or adoption.

 

**ARTICLE XII**

 

**WAIVER OF NOTICE**

 

Whenever any notice of a meetingis required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronictransmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemedequivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth inthe waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver ofnotice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any businesson the ground that the meeting has not been lawfully called or convened.

 

**ARTICLE XIII**

 

**INSPECTION OF RECORDS**

** **

A stockholder that is otherwiseeligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents of the Corporationshall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requestingsuch inspection.

 

 

 

**ARTICLE XIV**

 

**INVESTMENT COMPANY ACT**

** **

If and to the extent that anyprovision of the MGCL, including, without limitation, Subtitle 6 and Subtitle 7, of Title 3 of the MGCL, or any provision of the Charteror these Bylaws conflicts with any provision of the Investment Company Act, the applicable provision of the Investment Company Act shallcontrol.

 

**ARTICLE XV**

 

**EXCLUSIVE FORUM FOR CERTAIN LITIGATION**

** **

Unless the Corporation consentsin writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction,the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any InternalCorporate Claim, as such term is defined in Section 1-101(p) of the MGCL, (b) any derivative action or proceeding brought on behalf ofthe Corporation, other than actions arising under federal securities laws, (c) any action asserting a claim of breach of any duty owedby any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (d) anyaction asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to anyprovision of the MGCL or the Charter or these Bylaws, or (e) any other action asserting a claim against the Corporation or any directoror officer or other employee of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claimsor proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

 

**ARTICLE XVI**

 

**AMENDMENT OF BYLAWS**

** **

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

 

 

Amended and restated as of August7, 2020.