**Exhibit 3.2**

 

**ALCENTRACAPITAL CORPORATION**

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**AMENDED ANDRESTATED BYLAWS**

 

**March 8,2018**

 

 

**ARTICLE I**

 

**OFFICES**

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Section1.	PRINCIPAL OFFICE. The principal office of Alcentra Capital Corporation (the “Corporation”) in the Stateof Maryland shall be located at such place as the board of directors (the “Board of Directors”) may designate.

 

Section2.	ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at suchplaces as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

**ARTICLE II**

 

**MEETINGSOF STOCKHOLDERS**

 

Section1.	PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at suchother place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

 

Section2.	ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any businesswithin the powers of the Corporation shall be held on a date and at the time and place set by the Board of Directors.

 

Section3.	SPECIAL MEETINGS.

 

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

 

(b)Stockholder Requested Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meetingshall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receiptrequested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting(the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the mattersproposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agentsduly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder(or such agent) and shall set forth all information relating to each such stockholder that must be disclosed in solicitationsof proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required,in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the“Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date.The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on whichthe resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten daysafter the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request RecordDate, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date RequestNotice is received by the secretary.

 

 

 

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

 

(3)The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or deliveringthe notice of 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 any notice of the meeting.

 

(4)In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder Requested Meeting”),such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, 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 furtherthat in the event that the Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten days afterthe Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date fora Stockholder Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation,the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of theBoard of Directors to call an annual meeting or a special meeting. In the case of any Stockholder Requested Meeting, if the Boardof Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of businesson the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for anyStockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3)of this Section 3(b).

 

 

 

	(5)If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholdersof record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the SpecialMeeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary: (i) if the notice of meetinghas not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requestingstockholders who have not revoked such requests written notice of any revocation of a request for the special meeting, or (ii)if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revokedrequests for a special meeting written notice of any revocation of a request for the special meeting and written notice of theCorporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting withoutaction 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 thematter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considereda request for a new special meeting.

 

	(6)The Board of Directors, the Chairman of the Board of Directors, the chief executive officer or the president may appoint independentinspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review ofthe validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectorsto perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of(i) five Business Days after 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, not lessthan the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or implythat the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or aftersuch five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defenseof any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

 

 

 

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

 

Section4.	NOTICE OF MEETINGS. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shallgive to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to noticeof the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of aspecial meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, bypresenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business orby 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 singlenotice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single noticeor 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, orthe validity of any proceedings at any such meeting.

 

Subjectto Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders withoutbeing specifically designated in the notice, except such business as is required by any statute to be stated in such notice. Nobusiness shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporationmay postpone or cancel a meeting of stockholders by making a “public announcement” (as defined in Section 11(c)(3))of such postponement or cancellation prior to the meeting.

 

Section5.	ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Boardof Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the Chairman ofthe Board of Directors, if any, or, in the case of a vacancy in the office or absence of the Chairman of the Board of Directors,by one of the following officers present at the meeting in the following order: the Vice Chairman of the Board of Directors, ifany, the chief executive officer, the president, any vice president, the secretary, the treasurer or, in the absence of such officers,a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy.The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistantsecretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointedby the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders,an assistant secretary or, in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairmanof the meeting shall record the minutes of the meeting. The order of business and all other matters of procedure at any meetingof stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulationsand procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriatefor the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencementof the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxiesand other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matterto stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such individualsas the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determiningwhen and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at themeeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelinesas set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date andtime and at a place announced at the meeting; and (i) 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 the rules of parliamentary procedure.

 

 

 

Section6.	QUORUM. 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,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 shallnot affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessaryfor the adoption of any measure.

 

If,however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the powerto (a) adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice otherthan announcement at the meeting or (b) conclude the meeting without adjournment to another date. If a meeting is adjourned anda quorum is present at such adjournment, any business may be transacted that might have been transacted at the meeting as originallynotified.

 

Thestockholders present either in person or by proxy, at a meeting that has been duly called and convened, may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enough stockholders to leave fewer than would be required to establisha quorum.

 

Section7.	VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is presentshall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be electedand for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly calledand at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unlessmore than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided in the Charter, eachoutstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

 

 

 

Section8.	PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed bythe stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence ofauthorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be validmore than 11 months after its date unless otherwise provided in the proxy.

 

Section9.	VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liabilitycompany, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managingmember, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals,unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body ofsuch corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolutionor agreement, in which case such person may vote such stock. Any trustee or other fiduciary, in such capacity, may vote stockregistered in his or her name as trustee or fiduciary, either in person or by proxy.

 

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

 

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

 

Section10.	INSPECTORS. The Board of Directors or the chairman of the meeting may appoint,before or at the meeting, one or more inspectors for the meeting and any successor thereto.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, inperson or by proxy and the validity and effect of proxies; (ii) receive andtabulate all votes, ballots or consents; (iii) report such tabulation to the chair ofthe meeting; (iv) hear and determine all challenges and questions arising in connection with the right to vote; and(v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signedby him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector,the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of sharesrepresented at the meeting and the results of the voting shall be prima facie evidence thereof.

 

 

 

Section11.	ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

(a)Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposalof other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’snotice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who wasa stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at thetime of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any suchother business and who has complied with this Section 11(a).

 

	(2)	Fornominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph(a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporationand such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’snotice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principalexecutive office of the Corporation not earlier than the 150th 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 nor later than 5:00 p.m., EasternTime, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annualmeeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 daysfrom the first anniversary of the date of the preceding year’s annual meeting (or if an annual meeting has not previouslybeen held), notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of suchannual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meetingor the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcementof a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’snotice as described above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposesto nominate for election or reelection as a director (each, a “Proposed Nominee”), (A) the name, age, business addressand residence address of such individual, (B) the class, series and number of any shares of stock of the Corporation that arebeneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition, (D)whether such stockholder believes any such individual is, or is not, an “interested person” of the Corporation, asdefined 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 committeethereof or any authorized officer of the Corporation, to make such determination and (E) all other information relating to suchindividual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (evenif an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision)under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes tobring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any materialinterest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in theaggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom; (iii) as to thestockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person, (A) the class, series and number ofall shares of stock of the Corporation which are owned by such stockholder and by such Proposed Nominee or Stockholder AssociatedPerson, if any, (B) the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder andby any such Proposed Nominee or Stockholder Associated Person, (C) whether and the extent to which any hedging or other transactionor series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (includingany short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss toor manage risk of share price changes for, or to increase the voting power of, such stockholder or any such Proposed Nominee orStockholder Associated Person with respect to any shares of stock of the Corporation (collectively, “Hedging Activities”)and (D) a general description of whether and the extent to which such stockholder or such Proposed Nominee or Stockholder AssociatedPerson has engaged in Hedging Activities with respect to shares of stock or other equity interests of any other company; (iv)as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or (iii) of this paragraph(2) of this Section 11(a) and any Proposed Nominee, (A) the name and address of such stockholder, as they appear on the Corporation’sstock ledger, and current name and address, if different, of such Stockholder Associated Person and any Proposed Nominee, and(B) the investment strategy or objective, if any, of such stockholder or Stockholder Associated Person and a copy of the prospectus,offering memorandum or similar document, if any provided to investors or potential investors in such stockholder or StockholderAssociated Person; and (v) to the extent known by the stockholder giving the notice, the name and address of any other stockholdersupporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’snotice.

 

 

 

	(3)	Suchstockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate 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 disclosedto the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nomineequestionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the noticeand shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with thesolicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contestis not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A(or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of anynational securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securitiesof the Corporation are traded).

 

	(4)	Notwithstandinganything in this subsection (a) of this Section 11 to the contrary, in the event that thenumber of directors to be elected to the Board of Directors isincreased and there is no public announcement of such action at least 130 days prior to the first anniversary of thedate of the proxy statement for the preceding year’s annual meeting, a stockholder’s notice required by this Section11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if itshall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time,on the tenth day following the day on which such public announcement is first made by the Corporation.

 

(5)       Forpurposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting inconcert with such stockholder; (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficiallyby such stockholder (other than a stockholder that is a depository); and (iii) any person that directly, or indirectly throughone or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such StockholderAssociated Person.

 

	(b)	SpecialMeetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been broughtbefore the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Boardof Directors may be made at a special meeting of stockholders at which directors are to be elected 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(a) of this ArticleII for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the timeof giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meetingin the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11.In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to theBoard of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a directoras specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) and(3) of this Section 11 shall be delivered to the secretary at the principal executive office of the Corporation not earlier thanthe 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior tosuch special meeting or the tenth day following the day on which public announcement is first made of the date of the specialmeeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponementor adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as describedabove.

 

 

 

	(c)	General.(1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director orany proposal for other business at a meeting of stockholders shall be inaccurate to a material extent, such information may bedeemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of anyinaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon writtenrequest by the secretary or the Board of Directors, any stockholder proposing a nominee for election as a director or any proposalfor other business at a meeting of stockholders 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 pursuantto this Section 11 and (B) a written update of any information (including, if requested by the Corporation, written confirmationby such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) previouslysubmitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such writtenverification or written update within such period, the information as to which written verification or a written update was requestedmay 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)Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirementsof state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in thisSection 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of aproposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant toRule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure ofrevocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies afterthe filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of theExchange Act.

 

 

 

Section12.	VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the chairman of the meetingshall order that voting be by ballot.

 

Section13.	CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Subtitle 7 ofTitle 3 of the Maryland General Corporation Law (the “MGCL”), or any successor statute, shall not apply to any acquisitionby any person of shares of stock of the Corporation. This Section may be repealed, in whole or in part, at any time, whether beforeor after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply toany prior or subsequent control share acquisition.

 

**ARTICLE III**

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**DIRECTORS**

 

Section1.	GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board ofDirectors.

 

Section2.	NUMBER, TENURE AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majorityof the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereofshall never be less than one, nor more than nine, and further provided that the tenure of office of a director shall not be affectedby any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignationto the Board of Directors, the Chairman of the Board of Directors or the secretary. Any resignation shall take effect immediatelyupon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary tomake it effective unless otherwise stated in the resignation.

 

Section3.	ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at thesame place as the annual meeting of stockholders, no notice other than those set forth in these Bylaws being necessary, at which,in addition to the transaction of any business properly before the Board of Directors, the Board of Directors shall appoint orre-appoint a Chairman of the Board of Directors and each of the Company’s executive officers to serve until the next annualmeeting of the Board of Directors or until his or her successor is appointed. In the event such meeting is not so held, the meetingmay be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of theBoard of Directors. Regular meetings of the Board of Directors shall be held from time to time at such places and times as providedby the Board of Directors by resolution, without notice other than such resolution.

 

Section4.	SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman ofthe Board of Directors, the chief executive officer, the president or a majority of the directors then in office. The person orpersons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meetingof the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holdingof special meetings of the Board of Directors without notice other than such resolution.

 

 

 

Section5.	NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronicmail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Noticeby personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting.Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at leasttwo days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personallygiven such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemedto be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimiletransmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to theCorporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemedto be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shallbe deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transactedat, 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.

 

Section6.	QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Boardof Directors, provided that, if less than a majority of such directors are present at such meeting, a majority of the directorspresent may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicablelaw, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required foraction, a quorum must also include a majority or such other percentage of such group.

 

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

 

Section7.	VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be theaction of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute,the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting isnot adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall bethe action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicablestatute, the Charter or these Bylaws.

 

 

 

Section8.	ORGANIZATION. At each meeting of the Board of Directors, the Chairman of the Board of Directors or, in the absenceof the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, if any, shall act as chairman. In theabsence of both the Chairman and Vice Chairman of the Board of Directors, the chief executive officer or, in the absence of thechief executive officer, the president, or in the absence of the president, a director chosen by a majority of the directors presentshall act as chairman. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence ofthe secretary and all assistant secretaries, an individual appointed by the chairman shall act as secretary of the meeting.

 

Section9.	TELEPHONE MEETINGS. 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 thesemeans shall constitute presence in person at the meeting; provided however, this Section 9 does not apply to any action of thedirectors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person at a meeting.

 

Section10.	WRITTEN CONSENT BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directorsmay be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each directorand is filed with the minutes of proceedings of the Board of Directors; provided however, this Section 10 does not apply to anyaction of the directors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person ata meeting.

 

Section11.	VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate theCorporation or affect these Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation’selection in Article IV of the Charter, subject to applicable requirements of the Investment Company Act, except as may be providedby the Board of Directors in setting the terms of any class or series of preferred stock, (a) any vacancy on the Board of Directorsmay be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and (b)any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurredand until a successor is elected and qualifies.

 

Section12.	COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution ofthe Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilitiesowned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may bereimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of anycommittee thereof and for their expenses, if any, in connection with each property visit and any other service or activity theyperformed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving theCorporation in any other capacity and receiving compensation therefor.

 

 

 

Section13.	RELIANCE. Each director andofficer 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, preparedor presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable andcompetent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the directoror officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director,by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority,if the director reasonably believes the committee to merit confidence.

 

Section14. RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any actionor inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originallyauthorized the matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any otherproceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder,non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified, beforeor after judgment, by the Board of Directors or by the stockholders and such ratification shall be binding upon the Corporationand its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned actionor inaction.

 

Section15. EMERGENCY PROVISIONS. Notwithstandingany other provision in the Charter or these Bylaws, this Section 15 shall apply during the existence of any catastrophe, or othersimilar 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”). During any Emergency, unless otherwise provided by the Board of Directors, (i)a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible underthe circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hoursprior to the meeting to as many directors and by such means as may be feasible at the time, including publication, televisionor radio, and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

 

 

**ARTICLE IV**

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**COMMITTEES**

 

Section1.	NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee,an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and other committees, composed ofone or more directors, to serve at the pleasure of the Board of Directors.

 

Section2.	POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powersof the Board of Directors, except as prohibited by law.

 

Section3.	MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Boardof Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meetingof the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. TheBoard of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two membersof any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Boardof Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting,whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committeeshall keep minutes of its proceedings.

 

Section4.	TELEPHONE MEETINGS. Members of a committee of the Board of 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.Participation in a meeting by these means shall constitute presence in person at the meeting.

 

Section5.	WRITTEN CONSENT BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of theBoard of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmissionby each member of the committee and is filed with the minutes of proceedings of such committee.

 

Section6.	VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change themembership of any committee, to fill any vacancy, to designate one or more 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**

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**OFFICERS**

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Section1.	GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and mayinclude a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, a chiefinvestment officer, a chief compliance officer, one or more assistant secretaries and one or more assistant treasurers. In addition,the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessaryor desirable. The Board of Directors may designate a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors,who shall not, solely by reason of such designation, be officers of the Corporation but shall have such powers and duties as determinedby the Board of Directors from time to time. The officers of the Corporation shall be elected annually by the Board of Directors,except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries,assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or untilhis or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except presidentand vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rightsbetween the Corporation and such officer or agent.

 

 

 

Section2.	REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Boardof Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be withoutprejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by deliveringhis or her resignation to the Board of Directors, the Chairman of the Board of Directors, the chief executive officer, the presidentor the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the noticeof resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

 

Section3.	VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

 

Section4.	CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation,the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibilityfor implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of thebusiness and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, exceptin cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officeror agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incidentto the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

 

 

Section5.	CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officershall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

 

Section6.	CHIEF INVESTMENT OFFICER. The Board of Directors may designate a chief investment officer. The chief investment officershall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

 

Section7.	CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officershall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

 

 

Section8. 	CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer, subject to the direction of and reporting to the Board ofDirectors, shall be responsible for the oversight of the Corporation’s compliance with the federal securities laws. Thedesignation, compensation and removal of the Chief Compliance Officer must be approved by the Board of Directors, including amajority of the directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the InvestmentCompany Act) of the Corporation. The Chief Compliance Officer shall perform such executive, supervisory and management functionsand duties as may be assigned to him or her by the Board of Directors or the chief executive officer from time to time.

 

Section9.	PRESIDENT. In the absence of a designation of a chief executive officer by the Board of Directors, the presidentshall be the chief executive officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except incases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officeror agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incidentto the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section10.	VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president(or in the event there be more than one vice president, the vice presidents in the order designated at the time of their electionor, in the absence of any designation, then in the order of their election) shall perform the duties of the president and whenso acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such otherduties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Boardof Directors. The Board of Directors may designate one or more vice presidents as executive vice president or as vice presidentfor particular areas of responsibility.

 

Section11.	SECRETARY. The secretary shall: (a) keep the minutes of the proceedings of the stockholders, the Board of Directorsand committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly givenin accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of theseal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretaryby such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such otherduties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

 

Section12.	TREASURER. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belongingto the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation insuch depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officerby the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

 

 

 

Thetreasurer shall disburse the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers forsuch disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directorsor whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

 

Section13.	ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general,shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executiveofficer, the president or the Board of Directors.

 

**ARTICLE VI**

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**CONTRACTS,CHECKS AND DEPOSITS**

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Section1.	CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute anddeliver 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 authorizedor ratified by action of the Board of Directors and executed by an authorized person.

 

Section2.	CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtednessissued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall fromtime to time be determined by the Board of Directors.

 

Section3.	DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the creditof the Corporation in such banks, trust companies or other depositories as the Board of Directors, the chief executive officer,the president, the chief financial officer or any other officer designated by the Board of Directors may determine.

 

**ARTICLE VII**

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**STOCK**

 

Section1.	CERTIFICATES; REQUIRED INFORMATION. Except as may be otherwise provided by the Board of Directors, stockholders ofthe 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 the 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 differences in the rights andobligations of stockholders based on whether or not their shares are represented by certificates. If a class or series of stockis authorized by the Board of Directors to be issued without certificates, no stockholder shall be entitled to a certificate orcertificates representing any shares of such class or series of stock held by such stockholder unless otherwise determined bythe Board of Directors and then only upon written request by such stockholder to the secretary of the Corporation.

 

 

 

Section2.	TRANSFERS. All transfers of stock shall be made on the books of the Corporation, by the holder of the shares, inperson or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and,if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transferof certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be representedby certificates. Upon the transfer of uncertificated shares, to the extent then required by the MGCL, the Corporation shall provideto record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

 

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

 

Notwithstandingthe foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of theterms and conditions contained therein.

 

Section3.	REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issuedin place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolenor mutilated, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, destroyed,stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unlessrequested in writing by such stockholder and the Board of Directors has determined 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.

 

Section4.	FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholdersentitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of anydividend or 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 morethan 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particularaction requiring such determination of stockholders of record is to be held or taken.

 

 

 

Whena determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, suchdetermination shall apply to any adjournment or postponement thereof, except when the meeting is adjourned or postponed to a datemore than 120 days after the record date fixed for the original meeting, in which case a new record date shall be determined asset forth herein.

 

Section5.	STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountantsor transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number ofshares of each class held by such stockholder.

 

Section6.	FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional stockor authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any otherprovision of the Charter or these Bylaws, the Board of Directors may authorize the Corporation to issue units consisting of differentsecurities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issuedby the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issuedin such unit may be transferred on the books of the Corporation only in such unit.

 

**ARTICLE VIII**

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**ACCOUNTINGYEAR**

 

Thefiscal year of the Corporation shall end on December 31 of each fiscal year and may thereafter be changed by a duly adopted resolutionof the Board of Directors.

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**ARTICLE IX**

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**DISTRIBUTIONS**

 

Section1.	AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Boardof Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, propertyor stock of the Corporation, subject to the provisions of law and the Charter.

 

Section2.	CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets ofthe Corporation available for dividends 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, for repairing or maintainingany property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directorsmay modify or abolish any such reserve.

 

 

 

**ARTICLE X**

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**SEAL**

 

Section1.	SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain thename of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directorsmay authorize one or more duplicate seals and provide for the custody thereof.

 

Section2.	AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficientto meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent tothe signature of the person authorized to execute the document on behalf of the Corporation.

 

**ARTICLE XI**

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**INDEMNIFICATIONAND ADVANCE OF EXPENSES**

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Tothe maximum extent permitted by Maryland law and the Investment Company Act, in effect from time to time, the Corporation shallindemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimbursereasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former directoror officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by reason of his or her servicein 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, member, manager or trustee of another corporation, real estate investmenttrust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made,or threatened to be made, a party to the proceeding by reason of his or her service in that capacity. The rights to indemnificationand advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer.The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnificationand advance for expenses to a person 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 paymentof expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seekingindemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

 

Neitherthe amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or Charter inconsistentwith this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any actor failure to act which occurred prior to such amendment, repeal or adoption.

 

 

 

Noprovision of this Article XI shall be effective to protect or purport to protect any director or officer of the Corporation againstliability to the Corporation or its stockholders to which he or she would otherwise be subject by reason of willful misfeasance,bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

**ARTICLE XII**

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**WAIVER OFNOTICE**

 

Wheneverany notice is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof inwriting or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the timestated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purposeof any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any personat any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

**ARTICLE XIII**

 

**EXCLUSIVEFORUM FOR CERTAIN LITIGATION**

 

Unlessthe Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland,or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division,shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) anyaction asserting a claim of breach of any duty owed by any director or other employee of the Corporation to the Corporation orto the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer orother employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (d) any actionasserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed bythe internal affairs doctrine.

 

**ARTICLEXIV**

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**INVESTMENTCOMPANY ACT**

 

Ifand to the extent that any provision of the MGCL, including, without limitation, Subtitle 6 and, if then applicable, Subtitle7, of Title 3 of the MGCL, or any provision of the Charter or these Bylaws conflicts with any provision of the Investment CompanyAct, the applicable provision of the Investment Company Act shall control.

 

 

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**ARTICLE XV**

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**AMENDMENTOF BYLAWS**

 

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