**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.	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**

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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 in accordance with these Bylaws and stated in the notice of the meeting.

 

Section 2.	ANNUALMEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powersof the Corporation shall be held on the date and at the time and place 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 to act on anymatter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast notless than a majority of all the votes entitled to be cast on such matter at such meeting. Subject to subsection (b) of this ArticleII, 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 the Board of Directors, whoever shall have called the meeting. In fixing a date for any special meeting, the chairmanof the Board, the president or the Board of Directors may consider such factors as he, she or it deems relevant, including, withoutlimitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting andany plan of the Board of Directors to call 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, bysending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested,request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “RequestRecord Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be actedon at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized ina writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent)and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting thatwould be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest(even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each casepursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board ofDirectors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after theclose of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If theBoard of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolutionfixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date onwhich 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 stockholdersof record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to castnot less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”)shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting andthe matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date RequestNotice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the SpecialMeeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signingsuch request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stockof the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and numberof, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary byregistered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Anyrequesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revokehis, her or its request for a special meeting at any time by written revocation delivered to the secretary.

 

(3)       Thesecretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering thenotice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a specialmeeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph(2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailingor delivery of such notice of 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, thatthe date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “MeetingRecord Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date thata valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for aStockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting RecordDate or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further thatin the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after theDelivery Date, then such meeting shall be held at the principal executive office of the Corporation. In the case of any Stockholder-RequestedMeeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, thenthe close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revokethe notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisionsof 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 ofrecord (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: (i) if the notice of meeting has notalready been delivered, the secretary shall refrain from delivering 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 a special meeting on the matter, or (ii) ifthe notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requestsfor a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice ofthe Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meetingwithout action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencementof the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter.Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a requestfor 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 validityof any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform suchreview, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i)five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectorscertify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholdersof record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any waybe construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request,whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement,prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

 

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

 

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

 

Subject to Section 11(a)of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specificallydesignated in the notice, except such business as is required by any statute to be stated in such notice. No business shall betransacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone orcancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponementor cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not lessthan ten days prior to such date and 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 thecase of a vacancy in the office or absence of the chairman of the Board, by one of the following officers present at the meetingin the following order: the vice chairman of the Board, if any, the chief executive officer, the president, the vice presidentsin their order of rank and, within each rank, in their order of seniority, the secretary, the treasurer or, in the absence of suchofficers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person orby proxy. The secretary, or, in the case of a vacancy in the office or absence of the secretary, an assistant secretary, or, inthe case of a vacancy in the office of assistant secretary or the absence of both the secretary and all assistant secretaries,an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairmanof the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary,or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting,shall record the minutes of the meeting. Even if present at the meeting, the person holding the office named herein may delegateto another person the power to act as chairman or secretary of the meeting. The order of business and all other matters of procedureat any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe suchrules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders,are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time setfor the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation,their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting the time allottedto questions or comments; (d) determining when and for how long the polls should be opened and when the polls should be closedand when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholderor any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of themeeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date andtime and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safetyand 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.At any meeting of stockholders, the presence in person or by proxy of the holders of shares of stock of the Corporation entitledto cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders,except with respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a separatevote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to casta majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum. This section shall notaffect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary forthe adoption of any measure.

 

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

 

The stockholders presenteither in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continueto transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer thanrequired to establish a quorum.

 

 

 

Section 7.	VOTING.A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficientto elect a director. However, directors shall be elected by a majority of all the votes entitled to be cast at a meeting of stockholdersduly called and at which a quorum is present for which (i) the secretary of the Corporation receives notice that a stockholderhas nominated an individual for election as a director in compliance with the requirements of advance notice of stockholder nomineesfor director set forth in Article II, Section 11 of these Bylaws, and (ii) such nomination has not been withdrawn by such stockholderon or before the close of business on the tenth day before the date of filing of the definitive proxy statement of the Corporationwith the Securities and Exchange Commission, and, as a result of which, the number of nominees is greater than the number of directorsto be elected at the meeting. Each share may be voted for as many individuals as there are directors to be elected and for whoseelection the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorumis present shall be sufficient to approve any other matter which may properly come before the meeting, unless a different voteis required by statute, by the Charter or by these Bylaws. Unless otherwise provided by statute or in the Charter, each outstandingshare, regardless of class, entitles the holder thereof to cast one vote 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 bythe stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence of authorizationof such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more thaneleven 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, trustee or managing memberthereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointedto vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement ofthe partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may votesuch stock. Any director or fiduciary may vote stock registered in the name of such person in the capacity as such director orfiduciary, either in person or by proxy.

 

Shares of stock of theCorporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the totalnumber of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in whichcase 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, the time afterthe record date within which the certification must be received by the Corporation; and any other provisions with respect to theprocedure which the Board of Directors considers necessary or desirable. On receipt by the secretary of the Corporation of suchcertification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification,the holder of record of the specified stock in place of the stockholder who makes the certification.

 

Section 10.	INSPECTORS.The Board of Directors, 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 postponement or adjournment thereof. If an inspectoror inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In caseany person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Boardof Directors in advance of the meeting or at the meeting by the chairman of the meeting. Except as otherwise provided by the chairmanof the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in personor by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report suchtabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with theright to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writingand signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is morethan one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors onthe number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

 

 

 

Section 11. 	ADVANCENOTICE OF 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 noticeof meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholderof record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at theannual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of theannual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individualso nominated or on any such 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 Corporationand, in the 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 deliveredto the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m.,Pacific Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3)of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’sfirst annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the firstanniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, suchnotice must be so delivered not earlier than the 150th day prior to 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 such annual meeting, as originally convened, or the tenth dayfollowing the day on which public announcement of the date of such meeting is first made. The public announcement of a postponementor adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as describedabove.

 

(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 “ProposedNominee”),

 

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

 

(B)       whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation,as defined in the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “Investment CompanyAct”) and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any authorizedofficer of the Corporation, 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 StockholderAssociated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder orthe Stockholder Associated Person 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“Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee orStockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition,and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stockor other security) in any Company Securities of any such person;

 

(B)        thenominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nomineeor Stockholder 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 transactionor series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, anyborrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefitof changes in the price of (x) Company Securities or (y) any security of any other closed-end investment company (a “PeerGroup Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease thevoting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof(or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities(or, as applicable, in any Peer Group Company); and

 

(D)       any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business orcontractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or StockholderAssociated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securitieswhere such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on apro rata basis by all 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 businessaddress, 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 individualand a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors insuch stockholder and 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 AssociatedPerson about 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 forelection or 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 theProposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangementor understanding with any person or entity other than the Corporation in connection with service or action as a director that hasnot been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completedProposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providingthe notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connectionwith the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an electioncontest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securitiesexchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporationare traded).

 

(5)       Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors tobe elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior tothe 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, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but onlywith respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principalexecutive office of the Corporation not later than 5:00 p.m., Pacific Time, on the tenth day following the day on which such publicannouncement is first made by the Corporation.

 

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

 

(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 only (i) by or at the directionof the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this ArticleII for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record dateset by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the timeof giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournmentthereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with thenotice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purposeof electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as thecase may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice,containing the information required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principalexecutive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than5:00 p.m., Pacific Time, on the later of the 90th day prior to such special meeting or the tenth day following the dayon which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directorsto be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commencea 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 anyproposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemednot to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracyor change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written requestby the secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five Business Days ofdelivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, inthe discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any informationsubmitted by the stockholder pursuant to this Section 11, and (B) a written update of any information (including, if requestedby the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other businessproposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder failsto provide such written verification or written update within such period, the information as to which written verification ora written update was requested may be deemed not to have been provided in 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,and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordancewith this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other businessproposed to 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, “the date of the proxy statement” shall have the same meaning as “the date of thecompany’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, asinterpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure(i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulatednews or wire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuantto 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 with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affectany right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, anyproxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision)under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder orStockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholderor Stockholder Associated Person under 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 givingnotice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present eachnominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

 

 

 

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

 

Section 13.	 CONTROLSHARE ACQUISITION ACT. Title 3, Subtitle 7 (the “Maryland Control Share Acquisition Act”) of the Maryland GeneralCorporation Law, or any successor statute (the “MGCL”), shall apply to any acquisition or proposed acquisition of sharesof stock of the Corporation to the extent provided in the Maryland Control Share Acquisition Act. Notwithstanding the foregoing,the Maryland Control Share Acquisition Act shall not apply to any acquisition by Kevin Landis, or any associates thereof, of sharesof 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 withouta meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholderentitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

 

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

 

Section 3. 	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 the time and place of any special meeting of the Board of Directors called by them. The Board of Directorsmay 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, 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 is present at such meeting, a majority of the directors present may adjourn themeeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or theseBylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must alsoinclude a majority or such other percentage of such group.

 

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

 

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

 

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 of the meeting. In the absence of both the chairman and vice chairman of the Board, the chiefexecutive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a directorchosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, anassistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointedby the chairman of the meeting, shall act as secretary of the meeting

 

Section 9. 	TELEPHONEMEETINGS. Subject to the provisions of the Investment Company Act, directors may participate in a meeting by means of a conferencetelephone or other 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 10.	 CONSENTBY DIRECTORS WITHOUT A MEETING. Subject to the provisions of the Investment Company Act, any action required or permitted tobe taken at any meeting of the Board of Directors may be taken without a meeting, if a consent to such action is given in writingor by electronic transmission 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 theseBylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation’s election in Article IV 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 perform or engage 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 perform or engage in as directors; but nothingherein 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 and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, beentitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, preparedor presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competentin the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officerreasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committeeof the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the directorreasonably believes the committee to 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 authorizedthe Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratificationshall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority,defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the applicationof improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directorsor by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of suchquestioned Act.

 

Section 17.	 EMERGENCYPROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 17 shall apply during the existenceof any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under ArticleIII of these Bylaws cannot readily be obtained (an “Emergency”). The existence of an Emergency shall be determinedby the Board of Directors in its sole and absolute discretion. During any Emergency, unless otherwise provided by the Board ofDirectors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any meansfeasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given lessthan 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication,television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Boardof Directors.

 

 

 

**ARTICLE IV**

 

**COMMITTEES**

** **

Section 1.	 NUMBER,TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee,a Valuation Committee, a Nominating Committee, a Compensation Committee and other committees, composed of one or more directors,to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members thereof presentat any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

 

Section 2.	 POWERS.The Board of Directors may delegate to 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 orall of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriatein its sole discretion.

 

Section 3.	 MEETINGS.Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A 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 of Directors shallotherwise provide.

 

Section 4.	 TELEPHONEMEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephoneor other 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.	 CONSENTBY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board ofDirectors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by eachmember of the committee and is filed with the minutes of proceedings of such committee.

 

Section 6.	 VACANCIES.Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee,to appoint the chair of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualifiedmember or to dissolve any such committee. Subject to the power of the Board of Directors, the members of the committee shall havethe power to fill any vacancies on the committee.

 

**ARTICLE V**

 

**OFFICERS**

** **

Section 1.	 GENERALPROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chiefexecutive officer, one or more vice presidents, a chief operating officer, a chief financial officer, a chief compliance officer,one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to timeelect such other officers with such powers and duties as it shall deem necessary or desirable. The Board of Directors may designatea chairman of the Board and a vice chairman of the Board, who shall not, solely by reason of such designation, be officers of theCorporation but shall have such powers and duties as determined by the Board of Directors from time to time. The officers of theCorporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may fromtime to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officershall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removalin the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person.Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

 

 

 

Section 2.	 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 delivering his or herresignation to the Board of Directors, the chairman of the Board, the president or the secretary. Any resignation shall take effectimmediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shallnot be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice tothe 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. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases wherethe execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agentof the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to theoffice of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

 

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.	 CHIEFCOMPLIANCE OFFICER. The Board of Directors may designate a chief compliance officer. The chief compliance officer shall havethe responsibilities and 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 operatingofficer. In the absence of a designation of a chief executive officer by the Board of Directors, the president shall be the chiefexecutive officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the executionthereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporationor shall 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 9.	 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 the Board of Directors. The Board of Directors may designate oneor more vice presidents as executive vice president or 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 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 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 shalldeposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designatedby the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chiefexecutive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by theBoard of Directors, the treasurer shall be the chief financial officer of the Corporation.

 

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

 

Section 12.	 ASSISTANTSECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such dutiesas shall be assigned to 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 itsauthority pursuant to a management or advisory agreement with the Corporation may authorize any officer or agent to enter intoany contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may begeneral or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding uponthe Corporation when duly authorized or ratified by action of the Board of Directors or a manager or adviser acting within thescope of its authority pursuant to a management or advisory agreement and executed by the chief executive officer, the presidentor any other person authorized by the Board of Directors or such a manager or adviser.

 

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 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.

 

 

 

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

 

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

 

The Corporation shall beentitled 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 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 makingof an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however,if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholderand the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwisedetermined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates,or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates,to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

 

Section 4. 	FIXINGOF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitledto notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividendor the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. 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 not more than 90 daysand, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular actionrequiring such determination of stockholders of record is to be held or taken.

 

 

 

When a record date forthe determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided inthis section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjournedor postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record datefor such meeting may 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. The Board of Directors may authorize the Corporation to issue fractional shares of stock on such terms and under suchconditions as it may determine.

 

**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. Dividends and other distributions may be paid in cash, property or stock of 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,” or shall be in such other form as may approvedby the Board of Directors. The Board of Directors may authorize one or more 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 signatureof the person authorized to execute the document on behalf of the Corporation.

 

 

 

**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 determinationof the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of aproceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatenedto be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who,while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer,partner, trustee, manager or member of another corporation, real estate investment trust, limited liability company, partnership,joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witnessin, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance for expenses providedby the Charter and these Bylaws shall vest immediately upon the election of a director or officer. The Corporation may, with theapproval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessorof the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or apredecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall notbe deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursementof expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise. Any indemnification orpayment or reimbursement of expenses made pursuant to this Article XI shall be subject to applicable requirements of the InvestmentCompany Act.

 

Neither the amendment norrepeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or the Charter 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.

 

**ARTICLE XII**

 

**WAIVER OF NOTICE**

 

Whenever any notice ofa meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writingor by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of anymeeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at anymeeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purposeof objecting to the transaction of any business on 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 ofthe Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improperpurpose for requesting such inspection.

 

 

 

**ARTICLE XIV**

 

**INVESTMENT COMPANY ACT**

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If and to the extent thatany provision of the MGCL, including, without limitation, Subtitle 6 and Subtitle 7, of Title 3 of the MGCL, or any provision ofthe Charter or these Bylaws conflicts with any provision of the Investment Company Act, the applicable provision of the InvestmentCompany Act shall control.

 

**ARTICLE XV**

 

**EXCLUSIVE FORUM FOR CERTAIN LITIGATION**

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Unless the Corporationconsents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Courtdoes not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the soleand exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, (b) any derivativeaction or proceeding brought on behalf of the Corporation, other than actions arising under federal securities laws, (c) any actionasserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporationor to the stockholders of the Corporation, (d) any action asserting a claim against the Corporation or any director or officeror other employee of the Corporation arising pursuant to any provision of the MGCL or the Charter or these Bylaws, or (e) any otheraction asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governedby the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outsidethe State of Maryland unless the Corporation consents in writing to such court.

 

**ARTICLE XVI**

 

**AMENDMENT OF BYLAWS**

** **

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

 

Amended and restated asof August 7, 2020.