Execution Version
CARLYLE CREDIT INCOME FUND
AMENDED AND RESTATED DECLARATION OF TRUST
Dated as of July 14, 2023
TABLE OF CONTENTS
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| Article I THE TRUST |
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1.1 |
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Name |
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1.2 |
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Trust Purpose |
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1.3 |
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Definitions |
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| Article II TRUSTEES |
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2.1 |
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Number and Qualification |
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2.2 |
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Term and Election |
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2.3 |
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Resignation and Removal |
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2.4 |
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Vacancies |
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2.5 |
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Meetings |
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2.6 |
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Trustee Action by Written Consent |
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2.7 |
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Chair |
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2.8 |
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Officers |
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| Article III POWERS AND DUTIES OF TRUSTEES |
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3.1 |
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General |
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3.2 |
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Investments |
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3.3 |
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Legal Title |
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3.4 |
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Issuance and Repurchase of Shares |
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3.5 |
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Borrow Money or Utilize Leverage |
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3.6 |
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Delegation; Committees |
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3.7 |
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Collection and Payment |
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3.8 |
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Expenses |
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3.9 |
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By-Laws |
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3.10 |
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Miscellaneous Powers |
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3.11 |
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Further Powers |
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| Article IV ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS |
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4.1 |
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Advisory and Management Arrangements |
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4.2 |
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Distribution Arrangements |
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4.3 |
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Parties to Contract |
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| Article V LIMITATIONS OF LIABILITY AND INDEMNIFICATION |
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5.1 |
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No Personal Liability of Shareholders, Trustees, etc. |
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5.2 |
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Mandatory Indemnification |
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5.3 |
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No Bond Required of Trustees |
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5.4 |
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No Duty of Investigation; No Notice in Trust Instruments, etc. |
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5.5 |
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Reliance on Experts, etc. |
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5.6 |
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Derivative Actions |
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| Article VI SHARES OF BENEFICIAL INTEREST |
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6.1 |
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Beneficial Interest |
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6.2 |
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Other Securities |
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6.3 |
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Rights of Shareholders |
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6.4 |
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Exchange and Conversion Privileges |
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6.5 |
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Trust Only |
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6.6 |
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Issuance of Shares |
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6.7 |
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Register of Shares |
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6.8 |
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Transfer Agent and Registrar |
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6.9 |
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Transfer of Shares |
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6.10 |
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Notices; Waiver of Notice |
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6.11 |
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Derivative Actions |
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| Article VII DETERMINATION OF NET ASSET VALUE |
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7.1 |
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Net Asset Value |
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7.2 |
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Power to Modify Foregoing Procedures |
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| Article VIII CUSTODIANS |
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8.1 |
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Appointment and Duties |
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8.2 |
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Central Certificate System |
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| Article IX REPURCHASES OF SHARES |
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9.1 |
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Repurchase of Shares |
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9.2 |
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Disclosure of Holding |
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| Article X SHAREHOLDERS |
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10.1 |
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Meetings of Shareholders |
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10.2 |
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Voting |
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10.3 |
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Notice of Meeting and Record Date |
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10.4 |
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Quorum and Required Vote |
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10.5 |
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Proxies, etc. |
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10.6 |
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Reports |
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10.7 |
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Inspection of Records |
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10.8 |
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Delivery by Electronic Transmission or Otherwise |
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10.9 |
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Shareholder Action by Written Consent |
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| Article XI DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS; ETC. |
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11.1 |
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Duration |
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11.2 |
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Termination |
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11.3 |
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Amendment Procedure |
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11.4 |
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Merger, Consolidation and Sale of Assets |
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11.5 |
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Subsidiaries |
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11.6 |
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Certain Transactions |
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| Article XII MISCELLANEOUS |
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12.1 |
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Filing |
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12.2 |
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Resident Agent |
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12.3 |
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Governing Law |
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12.4 |
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Exclusive Delaware Jurisdiction |
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12.5 |
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Agreement to be Bound |
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12.6 |
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Counterparts |
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12.7 |
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Reliance by Third Parties |
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12.8 |
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Provisions in Conflict with Law or Regulation |
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12.9 |
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Delivery by Electronic Transmission or Otherwise |
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iii
CARLYLE CREDIT INCOME FUND
AMENDED AND RESTATED DECLARATION OF TRUST
AMENDED AND RESTATED DECLARATION OF TRUST made as
of the 14th day of July, 2023, by the Trustees hereunder.
WHEREAS, this Trust (as defined below) has been formed
to carry on business as set forth more particularly hereinafter;
WHEREAS, this Trust is authorized to issue an unlimited
number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;
WHEREAS, this Declaration (as defined below) amends
and restates in its entirety that certain Agreement and Declaration of Trust dated April 8, 2011;
WHEREAS, the Trustees (as defined below) have agreed
to manage all property coming into their hands as Trustees of a Delaware statutory trust in accordance with the provisions hereinafter
set forth; and
WHEREAS, the parties hereto intend that the Trust
shall constitute a statutory trust under the DSTA (as defined below) and that this Declaration and the By-Laws (as defined below) shall
constitute the governing instrument of such statutory trust.
NOW, THEREFORE, the Trustees hereby declare that they
will hold all cash, securities, and other assets which they may from time to time acquire in any manner as Trustees hereunder in trust
to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares of
beneficial interest in this Trust as hereinafter set forth.
ARTICLE I
THE TRUST
1.1 Name. This Trust shall be known as the
“Carlyle Credit Income Fund” and the Trustees shall conduct the business of the Trust under that name or any other name or
names as they may from time to time determine. Any name change shall become effective upon the execution by a majority of the then Trustees
of an instrument setting forth the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the DSTA. Any
such instrument shall not require the approval of the Shareholders (as defined below), but shall have the status of an amendment to this
Declaration.
1.2 Trust Purpose. The purpose of the Trust
is to engage in any lawful act or activity and to exercise any powers permitted to a statutory trust organized under the DSTA as now or
hereafter in force, including conducting, operating and carrying on the business of an investment company within the meaning of the 1940
Act (as defined below).
1.3 Definitions. As used in this Declaration,
the following terms shall have the following meanings:
The “1940 Act” refers to the Investment
Company Act of 1940 and the rules and regulations promulgated thereunder and exemptions granted therefrom, as amended from time to time.
The terms “Affiliated Person,”
“Assignment,” “Interested Person” and “Principal Underwriter” shall have the
meanings given them in the 1940 Act.
“Board of Trustees” or “Trustees”
shall mean the Trustees collectively.
“By-Laws” shall mean the By-Laws
of the Trust as amended from time to time by the Trustees.
“Class” shall mean a class of Shares
the Trust established in accordance with the provisions hereof.
“Code” shall mean the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Commission” shall mean the Securities
and Exchange Commission.
“Contested Election” shall mean
any election of Trustees in which the number of persons nominated for election as Trustees exceeds the number of Trustees to be elected,
with the determination that any election of Trustees is a Contested Election to be made by the Secretary or other officer of the Trust
prior to the time the Trust mails its initial proxy statement in connection with such election of Trustees. If, prior to the time the
Trust mails its initial proxy statement in connection with such election of Trustees, one or more persons nominated for election as a
Trustee are withdrawn such that the number of persons nominated for election as Trustee no longer exceeds the number of Trustees to be
elected, such election shall not be considered a Contested Election.
“Continuing Trustee” shall mean
Trustee who either (a) has been a member of the Board of Trustees for a period of at least thirty-six months (or since the date hereof,
if less than thirty-six months) or (b) was nominated to serve as a member of the Board of Trustees by a majority of the Continuing Trustees
then members of the Board of Trustees.
“Declaration” shall mean this Amended
and Restated Declaration of Trust, as amended, supplemented or amended and restated from time to time.
“Delaware General Corporation Law”
means the Delaware General Corporation Law, 8 Del. C. § 100, et. seq., as amended from time to time.
“DSTA” shall mean the provisions
of the Delaware Statutory Trust Act, 12 Del. C. § 3801, et. seq., as such Act may be amended from time
to time.
“Fiscal Year” means each period
commencing on January 1 of each year and ending on December 31 of that year (or on the date of a final distribution made in accordance
with Section 12.2 of this Declaration), unless the Trustees designate another fiscal year for the Trust. The taxable year of the Trust
will end on December 31 of each year, or on any other date designated by the Trustees that is a permitted taxable year-end for tax purposes, and need not be the same as the Fiscal Year.
“Fundamental Policies” shall mean
the investment policies and restrictions as set forth from time to time in any Registration Statement on Form N-2 of the Trust filed with
the Commission and designated as fundamental policies therein, as they may be amended from time to time in accordance with the requirements
of the 1940 Act.
“Majority Shareholder Vote” shall
mean a vote of “a majority of the outstanding voting securities” (as such term is defined in the 1940 Act) of the Trust with
all classes of Shares voting together as a single class, except as with respect to votes which affect only one or more Classes, as provided
for herein, in which case it shall mean a vote of a majority of outstanding voting securities of such Class or Classes, as applicable.
“Person” shall mean and include
individuals, corporations, partnerships, trusts, limited liability companies, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions thereof.
“Prospectus” shall mean the Prospectus
and Statement of Additional Information of the Trust, if any, as in effect and as may be amended from time to time.
“Shareholders” shall mean as of
any particular time the holders of record of outstanding Shares of the Trust, at such time.
“Shares” shall mean the transferable
units of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions
of Shares as well as whole Shares.
“Trust” shall mean the trust established
by this Declaration and the By-Laws, as amended from time to time, inclusive of each such amendment.
“Trust Property” shall mean as
of any particular time any and all property, real or personal, tangible or intangible, which at such time is owned or held by or for the
account of the Trust or the Trustees in such capacity.
“Trustees” shall mean the signatories
to this Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other persons who at the time
in question have been duly elected or appointed and have qualified as trustees in accordance with the provisions hereof and are then in
office.
ARTICLE II
TRUSTEES
2.1 Number and Qualification. As of the date
hereof, the number of Trustees shall be five (5) and such Trustees shall be the signatories hereto. Thereafter, the number of Trustees
shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees
shall be no less than one (1) and no more than fifteen (15). No reduction in the number of Trustees shall have the effect of removing
any Trustee from office prior to the expiration of his or her term. An individual nominated as a Trustee shall satisfy any applicable
requirements of the 1940 Act. Trustees need not own Shares and may succeed themselves in office.
2.2 Term and Election. The Trustees (other
than any Trustee elected solely by holders of one or more classes or series of preferred shares in connection with dividend arrearages)
shall be classified, with respect to the terms for which they severally hold office, into three classes, as nearly equal in number as
possible as determined by the Board of Trustees, one class to hold office initially for a term expiring at the next succeeding annual
meeting of Shareholders, another class to hold office initially for a term expiring at the second succeeding annual meeting of Shareholders
and another class to hold office initially for a term expiring at the third succeeding annual meeting of Shareholders, with the members
of each class to hold office until their successors are duly elected and qualify. At each annual meeting of the Shareholders, the successors
to the class of Trustees whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting
of Shareholders held in the third year following the year of their election and until their successors are duly elected and qualify. Subject
to the provisions of the 1940 Act, the Trustees at any time may appoint individuals to fill vacancies on the Board of Trustees.
2.3 Resignation and Removal. Any of the Trustees
may resign their trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered
or mailed to the Trustees or the Chair (if any), the Chief Executive Officer or the Secretary and such resignation shall be effective
upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than the minimum number required by Section 2.1 hereof) for cause only, and not
without cause, and only by action taken by a majority of the remaining Trustees (or, in the case of an independent trustee (as such term
is defined in the Delaware Statutory Trust Act), only by action taken by a majority of the remaining independent trustees). Upon the resignation
or removal of a Trustee, each such resigning or removed Trustee shall execute and deliver such documents as the remaining Trustees shall
require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of such resigning or removed
Trustee. Upon the incapacity or death of any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s
behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.
2.4 Vacancies. The term of office of a Trustee
shall terminate and a vacancy shall occur in the event of the removal, declination to serve, resignation, retirement, incompetence or
other incapacity to perform the duties of the office, or death. Whenever a vacancy in the Board of Trustees shall occur, the remaining
Trustees may fill such vacancy by appointing any individual as they may determine in their sole discretion by a vote of a majority of
the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of
Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof. Any vacancy created by an increase
in Trustees may be filled by the appointment of an individual made by a vote of a majority of the Trustees then in office. The Trustees
may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal
of a Trustee, or an increase in the number of Trustees, provided that such appointment shall become effective only at or after the expected
vacancy occurs. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this
Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in
office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon
the Trustees by this Declaration.
2.5 Meetings. Meetings of the Trustees shall
be held from time to time upon the call of the Chair, if any, or the Chief Executive Officer , the Secretary or any two Trustees. Regular
meetings of the Trustees may be held without call or notice, except as may be otherwise required by law, at a time and place fixed by
the By-Laws, the Chair or by resolution or consent of the Trustees. Notice of any other meeting shall be given by the Secretary and shall
be delivered to the Trustees orally or via electronic transmission not less than 24 hours, or in writing not less than 72 hours, before
the meeting, but may be waived in writing by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting
shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Trustee,
a quorum for all meetings of the Trustees shall be one-third, but not less than two, of the Trustees. Unless provided otherwise in this
Declaration and except as required under the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the
Trustees present (a quorum being present) or without a meeting by written consent as provided in Section 2.6.
Any committee of the Trustees, including an executive
committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less
than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without a meeting by written consent as provided in Section 2.6.
With respect to actions of the Trustees and any committee
of the Trustees, Trustees who are Interested Persons in any action to be taken may be counted for quorum purposes under this Section and
shall be entitled to vote to the extent not prohibited by the 1940 Act or herein.
All or any one or more Trustees may participate in
a meeting of the Trustees or any committee thereof by means of a conference telephone, video or similar communications equipment by means
of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications
system shall constitute presence in person at such meeting.
2.6 Trustee Action by Written Consent. Any
action which may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee,
as the case may be, required for approval of such action at a meeting of the Trustees or of such committee consent to the action in writing
and the written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote
taken at a meeting of Trustees.
2.7 Chair. The Trustees may designate a Chair
and a Vice Chair of the Board of Trustees, who shall have such powers and duties as determined by the Board of Trustees from time to time.
Any Chair or Vice Chair shall be a Trustee.
2.8 Officers. The Trustees shall elect a Chief
Executive Officer , a Secretary and a Treasurer. Officers shall serve at the pleasure of the Trustees or until their successors are elected.
The Trustees may elect or appoint or may authorize the Chair, if any, or Chief Executive Officer to appoint such other officers or agents
with such powers as the Trustees may deem to be advisable. The Chief Executive Officer , Secretary and Treasurer may, but need not, be
a Trustee.
ARTICLE III
POWERS AND DUTIES OF TRUSTEES
3.1 General. The Trustees shall owe to the
Trust and its Shareholders the same fiduciary duties as owed by directors of corporations to such corporations and their stockholders
under the Delaware General Corporation Law. The Trustees shall have exclusive and absolute control over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right,
but with such powers of delegation as may be permitted by this Declaration. The Trustees may perform such acts as in their sole discretion
are proper for conducting the business of the Trust. The enumeration of any specific power herein shall not be construed as limiting the
aforesaid power. Such powers of the Trustees may be exercised without order of or resort to any court.
3.2 Investments. The Trustees shall have power,
subject to the Fundamental Policies in effect from time to time with respect to the Trust, to: (a) manage, conduct, operate and carry
on the business of an investment company; and (b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge,
sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible,
including but not limited to securities of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness
of any person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges
of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the
right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers
and privileges in respect of any of said investments. The Trustees shall not be limited by any law limiting the investments which may
be made by fiduciaries.
3.3 Legal Title. Legal title to all the Trust
Property shall be vested in the Trust except that the Trustees shall have power to cause legal title to any Trust Property to be held
by or in the name of one or more of the Trustees, or in the name of any other Person as nominee, custodian or pledgee, on such terms as
the Trustees may determine, provided that the interest of the Trust therein is appropriately protected.
To the extent any Trust Property is titled in the
name of one or more Trustees, the right, title and interest of the Trustees in the Trust Property shall vest automatically in each person
who may hereafter become a Trustee upon his due election and qualification. Upon the ceasing of any person to be a Trustee for any reason,
such person shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest
of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered.
3.4 Issuance and Repurchase of Shares. The
Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, classify and/or reclassify,
dispose of, transfer, and otherwise deal in, Shares, including Shares in fractional denominations, and, subject to the more detailed provisions
set forth in Articles VIII and IX, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any
funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the
Delaware General Corporation Law.
3.5 Borrow Money or Utilize Leverage. Subject
to the Fundamental Policies in effect from time to time with respect to the Trust, the Trustees shall have the power to borrow money or
otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation as such may be needed from time to time
and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust, including the lending of portfolio
securities, and to endorse, guarantee or undertake the performance of any obligation, contract or engagement of any other person, firm,
association or corporation.
3.6 Delegation; Committees. The Trustees shall
have the power to appoint from their own number, and terminate, any one or more committees consisting of one or more Trustees, including
an executive committee which may exercise some or all of the power and authority of the Trustees as the Trustees may determine (including
but not limited to the power to determine net asset value and net income and the power to declare a dividend or other distribution on
the Shares of any series or class), subject to any limitations contained in the By-Laws, and in general to delegate from time to time
to one or more of their number or to one or more officers, employees or agents of the Trust any or all of their powers, authorities, duties
and the doing of such things and the execution of such instruments, either in the name of the Trust or the names of the Trustees or otherwise,
as the Trustees may deem expedient (including but not limited to the power to declare a dividend or other distribution on the Shares of
any series or class).
3.7 Collection and Payment. The Trustees shall
have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the
Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust
Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any
obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except
to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote
as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders.
3.8 Expenses. The Trustees shall have power
to incur and pay out of the assets or income of the Trust any expenses which in the opinion of the Trustees are necessary or incidental
to carry out any of the purposes of this Declaration, and the business of the Trust, and to pay reasonable compensation from the funds
of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees. The Trustees
may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they
in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Trust.
3.9 By-Laws. The Trustees shall have the exclusive
authority, without the vote, approval or consent of the Shareholders, to adopt and from time to time amend or repeal By-Laws for the conduct
of the business of the Trust.
3.10 Miscellaneous Powers. Without limiting
the general or further powers of the Trustees, the Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees
may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations
or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason
of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing,
share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make
donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to
the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator,
manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as
the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year
of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust, even though the absence of such seal
shall not impair the validity of any instrument executed on behalf of the Trust.
3.11 Further Powers. The Trustees shall have
the power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within
and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and
all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in
order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is
in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of power to the Trustees. The Trustees will not be required to obtain any court order to
deal with the Trust Property.
ARTICLE IV
ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS
4.1 Advisory and Management Arrangements.
Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time
enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration
or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative
and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms
and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees
may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time
to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets
on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer,
employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all
without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by the Board of
Trustees.
4.2 Distribution Arrangements. Subject to compliance
with the 1940 Act, the Trustees may retain underwriters and/or selling agents to sell Shares and other securities of the Trust. The Trustees
may in their discretion from time to time enter into one or more contracts, providing for the sale of securities of the Trust, whereby
the Trust may either agree to sell such securities to the other party to the contract or appoint such other party its sales agent for
such securities. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale
of securities of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into
selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not
registered securities dealers to further the purposes of the distribution or repurchase of the securities of the Trust.
4.3 Parties to Contract. Any contract of the
character described in Sections 4.1 and 4.2 of this Article IV or in Article Article VIII hereof may be entered into with any Person,
although one or more of the Trustees, officers or employees of the Trust may be an officer, director, trustee, shareholder or member of
such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to
the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the
contract when entered into was reasonable and fair and not inconsistent with the provisions of this Article IV or the By-Laws. The same
Person may be the other party to contracts entered into pursuant to Sections 4.1 and 4.2 above or Article VIII, and any individual may
be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section
4.3.
ARTICLE V
LIMITATIONS OF LIABILITY AND INDEMNIFICATION
5.1 No Personal Liability of Shareholders,
Trustees, etc. No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of
personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General
Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any
Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or
reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the
Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. No Trustee who has been
determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or
any successor provision thereto) by the Trustees shall be subject to any greater liability or duty of care in discharging such
Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated. If
any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability,
subject to the foregoing exception, he or she shall not, on account thereof, be held to any personal liability. Neither the repeal
or modification of this Section 5.1, nor the adoption or modification of any other provision of this Declaration or the By-Laws
inconsistent with this Article, shall adversely affect any right or protection of a Trustee or officer of the Trust existing at the
time of such adoption, repeal or modification with respect to acts or omissions occurring prior to such adoption, repeal or
modification.
5.2 Mandatory Indemnification. (a) The Trust
hereby agrees to indemnify, out of Trust Property, to the fullest extent permitted under applicable law, each person who at any time serves
as a Trustee or officer of the Trust (each such person being an “indemnitee”) against any liabilities and expenses (including
amounts paid in satisfaction of judgments, in compromise or settlements, or as fines and penalties; any expenses of establishing a right
to indemnification under this Article; and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense
or disposition of, or advice in connection with, any action, suit, proceeding or investigation, whether civil or criminal, before or in
connection with any court, or administrative or investigative body, in which he or she may be or may have been involved as a party, witness,
participant or otherwise, or with which he or she may be or may have been threatened), incurred in connection with acting in any capacity
set forth in this Article V or by reason of his having acted in any such capacity, except with respect to any matter as to which he or
she shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case
of any criminal proceeding, as to which he or she shall have had reasonable cause to believe that the conduct was unlawful; provided,
however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising
by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the
conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling
conduct”); and provided further, that the termination of any proceeding by judgment, order, settlement, conviction or plea of nolo
contendere or its equivalent shall not of itself create a presumption that the indemnitee did not act in good faith or that the indemnitee
had reasonable cause to believe that his conduct was unlawful. Notwithstanding the foregoing, with respect to any action, suit or other
proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action,
suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to
enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification.
The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of
the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement
of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any
time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission
that occurred prior to such amendment, restatement or repeal.
(b) Notwithstanding the foregoing, no indemnification
shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent
jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification
hereunder or, (ii) in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither “Interested
Persons” of the Trust nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled
to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent
legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to
make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately
succeeding paragraph (c) below.
(c) The Trust shall make advance payments in connection
with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written
affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification
have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to
such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification
appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate
security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority
of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written
opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial
reason to believe that the indemnitee ultimately will be found entitled to indemnification.
(d) The rights accruing to any indemnitee under these
provisions shall not exclude any other right which any person may have or hereafter acquire under this Declaration, the By-Laws of the
Trust, any statute, agreement, or vote of Shareholders or Trustees who are not “interested persons” (as defined in Section
2(a)(19) of the 1940 Act) or any other right to which he or she or she may be lawfully entitled.
(e) Subject to any limitations provided by the 1940
Act and this Declaration, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to
employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust or provide
for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees.
5.3 No Bond Required of Trustees. No Trustee
shall, as such, be obligated to give any bond or other security for the performance of any of his duties hereunder.
5.4 No Duty of Investigation; No Notice in Trust
Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or
agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money or property paid, loaned or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other
security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have
been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers,
employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability and such other insurance
as the Trustees in their sole judgment shall deem advisable or as is required by the 1940 Act
5.5 Reliance on Experts, etc. Each Trustee
and officer or employee of the Trust shall, in the performance of its duties, be fully and completely justified and protected with regard
to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an
opinion of counsel or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator,
manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees,
officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. No such Trustee or officer shall
be liable for any act or omission in accordance with such advice, records and/or reports and no inference concerning liability shall arise
from a failure to follow such advice, records and/or reports.
5.6 Derivative Actions. In addition to the
requirements set forth in Section 3816 of the DSTA, a Shareholder or Shareholders may bring a derivative action on behalf of the Trust
only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit
demand upon the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such an action
is not likely to succeed. For purposes of this Section 5.6, a demand on the Board of Trustees shall only be deemed not likely to succeed
and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such
action, is composed of Trustees who are not “independent trustees” (as such term is defined in the DSTA).
(b) Unless a demand is not required under paragraph
(a) of this Section 5.6, Shareholders eligible to bring such derivative action under the DSTA who hold at least 10% of the outstanding
Shares of the Trust, or 10% of the outstanding Shares of the Class to which such action relates, shall join in the request for the Board
of Trustees to commence such action; and
(c) Unless a demand is not required under paragraph
(a) of this Section 5.6, the Board of Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to
investigate the basis of such claim. The Board of Trustees shall be entitled to retain counsel or other advisors in considering the merits
of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any
such advisors in the event that the Board of Trustees determines not to bring such action.
(d) For purposes of this Section 5.6, the Board of
Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority
of Trustees who are “independent trustees” (as such term in defined in the DSTA).
(e) The requirements of paragraphs (b) and (c) of
this Section 5.6, shall not apply to claims brought under the federal securities laws.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
6.1 Beneficial Interest. (a) The interest of
the beneficiaries shall be divided into an unlimited number of transferable shares, all without par value. The Trustees may divide Shares
into one or more Classes. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection
with a dividend or distribution in Shares or a split of Shares, shall be fully paid and, except as provided in the last sentence of Section
3.8, nonassessable when the consideration determined by the Trustees (if any) therefor shall have been received by the Trust.
(b) Subject to the further provisions of this Article
VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 Act or any applicable exemptive relief issued
by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or vote
of the Shareholders of any Class to: (i) divide the beneficial interest in each Class into Shares as the Trustees shall determine; (ii)
establish, designate, redesignate, classify, reclassify and change in any manner any Class—and fix such preferences, voting powers,
rights, duties and privileges and business purpose of each Class as the Trustees may from time to time determine, which preferences, voting
powers, rights, duties and privileges may be different from any existing Class; provided, however, that the Trustees may not reclassify
or change outstanding Shares in a manner materially adverse to Shareholders of such Shares, without obtaining the authorization or vote
of the Class of Shareholders that would be materially adversely affected; (iii) divide or combine the Shares of any Class into a greater
or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Class in the assets held
with respect to that Class; (iv) change the name of any Class; (v) dissolve and terminate any one or more Classes; and (vi) take such
other action with respect to the Classes as the Trustees may deem desirable.
(c) The establishment and designation of any Class
of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment
and designation and the relative rights and preferences of such Class of Shares of the Trust, whether directly in such resolution or by
reference to another document including, without limitation, any registration statement of the Trust, or as otherwise provided in such
resolution.
(d) With respect to any Class of Shares of the Trust,
each such Class shall represent interests in the assets of the Trust and have the same voting, dividend, liquidation and other rights
and terms and conditions as each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class
may be borne solely by such Class as determined by the Trustees and as provided herein, and a Class may have exclusive voting rights with
respect to matters affecting only that Class.
(e) To the fullest extent permitted by Section 3804
of the DSTA and subject to the restrictions of the 1940 Act and any applicable exemptive relief issued by the SEC, the Trustees may allocate
expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any expenses
incurred by a particular Class shall be payable solely out of the assets belonging to that Class.
6.2 Other Securities. The Trustees may, subject
to the Fundamental Policies and the requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine
to be necessary, desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the Trustees
see fit, including preferred shares, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred
shares of any class or series, they are hereby authorized and empowered to amend or supplement this Declaration as they deem necessary
or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons,
all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. In addition, any such supplement
or amendment may set forth the rights, powers, preferences and privileges of such preferred shares and any such supplement or amendment
shall operate either as additions to or modifications of the rights, powers, preferences and privileges of any such preferred shares under
this Declaration. To the extent the provisions set forth in such supplement or amendment conflict with the provisions of this Declaration
with respect to any such rights, powers and privileges of the preferred shares, such amendment or supplement shall control. Except as
contemplated by the immediately preceding sentence, this Declaration shall control as to the Trust generally and the rights, powers, preferences
and privileges of the other Shareholders of the Trust. The Trustees are also authorized to take such actions and retain such persons as
they see fit to offer and sell such securities.
6.3 Rights of Shareholders. The Shares shall
be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description
and the right to conduct any business hereinbefore described are vested exclusively in the Trustees on behalf of the Trust, and the Shareholders
shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for
any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any
losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last
sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder
to preference, preemptive or appraisal rights.
6.4 Exchange and Conversion Privileges. Subject
to the provisions of the 1940 Act and provisions of this Declaration, the Trustees shall have the power and authority to provide that
the Shareholders of any Class shall have the right to convert such Shares for Shares of one or more other Classes. Subject to the provisions
of the 1940 Act and provisions of this Declaration, the Trustees shall have the power and authority to provide that the Shareholders of
any Class may exchange their Shares for those of another fund.
6.5 Trust Only. It is the intention of the
Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is
not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment
or any form of legal relationship other than a trust. Nothing in this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock association.
6.6 Issuance of Shares. The Trustees, in their
discretion, may from time to time without vote of the Shareholders issue Shares, including preferred shares that may have been established
pursuant to Section 6.2, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties
and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may
determine, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption
of, liabilities) and businesses. The Trustees may from time to time, without a vote of the Shareholders, divide, reclassify or combine
the Shares into a greater or lesser number without thereby changing the proportionate beneficial interest in such Shares. Issuances and
redemptions of Shares may be made in whole Shares and/or 1/1,000ths of a Share or multiples thereof as the Trustees may determine.
6.7 Register of Shares. A register shall be
kept at the offices of the Trust or any transfer agent duly appointed by the Trustees under the direction of the Trustees which shall
contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof.
Separate registers shall be established and maintained for each class or series of Shares. Each such register shall be conclusive as to
who are the holders of the Shares of the applicable class or series of Shares and who shall be entitled to receive dividends or distributions
or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution,
nor to have notice given to him as herein provided, until he or she has given his address to a transfer agent or such other officer or
agent of the Trustees as shall keep the register for entry thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate rules and regulations as to
their use, including, without limitation, requirements as to transfer and for the purchase of lost certificate insurance.
6.8 Transfer Agent and Registrar. The Trustees
shall have power to employ a transfer agent or transfer agents, and a registrar or registrars, with respect to the Shares. The transfer
agent or transfer agents may keep the applicable register and record therein, the original issues and transfers, if any, of the said Shares.
Any such transfer agents and/or registrars shall perform the duties usually performed by transfer agents and registrars of certificates
of stock in a corporation, as modified by the Trustees.
6.9 Transfer of Shares. Except as otherwise
provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto
duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer,
together with such evidence of the genuineness of each such execution and authorization and of other matters (including compliance with
any securities laws and contractual restrictions) as may reasonably be required. Upon such delivery the transfer shall be recorded on
the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares
for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall
be affected by any notice of the proposed transfer. Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other
Shareholder and any Affiliated Person of the Trust, the Trustees and each of the other Shareholders against all losses, claims, damages,
liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims,
damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons
may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 6.9 and (2) any
misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer.
Any person becoming entitled to any Shares in consequence
of the death, bankruptcy or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register
of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust,
but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither
the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death,
bankruptcy or incompetence, or other operation of law.
6.10 Notices; Waiver of Notice. (a) Subject
to any different provisions of this Declaration, including Section 10.3 hereof, any and all notices to which any Shareholder hereunder
may be entitled and any and all communications shall be deemed duly served or given if presented personally to a Shareholder, left at
his or her residence or usual place of business or sent via United States mail or by electronic transmission to a Shareholder at his or
her address as it is registered with the Trust. If mailed, such notice shall be deemed to be given when deposited in the United States
mail addressed to the Shareholder at his or her address as it is registered with the Trust with postage thereon prepaid. If transmitted
electronically, such notice shall be deemed to be given when transmitted to the Shareholder by an electronic transmission to any address
or number of the Shareholder at which the Shareholder receives electronic transmissions. The Trust may give a single notice to all Shareholders
who share an address, which single notice shall be effective as to any Shareholder at such address, unless such Shareholder objects to
receiving such single notice or revokes a prior consent to receiving such single notice.
(b) Whenever any notice is required to be given pursuant
to this Declaration or the By-Laws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by
the Person or Persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving
of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such
meeting, unless specifically required by statute. The attendance of any Person at any meeting, including the attendance of a Trustee at
a meeting of the Trustees, shall constitute a waiver of notice of such meeting, except where such Person attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
6.11 Derivative Actions. (a) No person, other
than a Trustee, who is not a Shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust.
No Shareholder may maintain a derivative action on behalf of the Trust unless holders of at least ten percent (10%) of the outstanding
Shares join in the bringing of such action.
(b) In addition to the requirements set forth in Section
3816 of the DSTA, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met: (i) the
Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees
to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore
excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, is composed of
Trustees who are not “independent trustees” (as that term is defined in the DSTA); and (ii) unless a demand is not required
under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and
to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits
of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such
advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 6.11, the Trustees may designate
a committee of one or more Trustees to consider a Shareholder demand.
(c) For purposes of this Section 6.11, “Shareholder”
or “Shareholders” shall mean the holder or holders of common Shares.
(d) This Section 6.11 shall not apply to any claims
asserted under the U.S. federal securities laws including, without limitation, the 1940 Act.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE
7.1 Net Asset Value. The net asset value of
each outstanding Share of each Class of the Trust shall be determined at such time or times on such days as the Trustees may determine,
in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees. The power and duty
to make the net asset value calculations may be delegated by the Trustees.
7.2 Power to Modify Foregoing Procedures. Notwithstanding
any of the foregoing provisions of this Article VII, the Trustees may prescribe, in their absolute discretion except as may be required
by the 1940 Act, such other bases and times for determining the net asset value of each Class of the Trust’s Shares or net income,
or the declaration and payment of dividends and distributions as they may deem necessary or desirable for any reason, including to enable
the Trust to comply with any provision of the Code, the 1940 Act, any securities exchange or association registered under the Securities
Exchange Act of 1934 or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.
ARTICLE VIII
CUSTODIANS
8.1 Appointment and Duties. The Trustees shall
at all times employ a custodian or custodians, meeting the qualifications for custodians for portfolio securities of investment companies
contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust
as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any,
as may be contained in the By-Laws of the Trust and the 1940 Act, including without limitation authority:
(1) to hold the securities owned by the
Trust and deliver the same upon written order;
(2) to receive any receipt for any moneys
due to the Trust and deposit the same in its own banking department (if a bank) or elsewhere as the Trustees may direct;
(3) to disburse such funds upon orders
or vouchers;
(4) if authorized by the Trustees, to
keep the books and accounts of the Trust and furnish clerical and accounting services; and
(5) if authorized to do so by the Trustees,
to compute the net income or net asset value of the Trust;
all upon such basis of compensation as
may be agreed upon between the Trustees and the custodian.
The Trustees may also authorize each custodian to
employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and
conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case
such sub-custodian shall meet the qualifications for custodians contained in the 1940 Act.
8.2 Central Certificate System. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the
securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national
securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted
by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class of any
issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.
ARTICLE IX
REPURCHASES OF SHARES
9.1 Repurchase of Shares. Holders of Shares
of the Trust shall not be entitled to require the Trust to repurchase or redeem Shares of the Trust.
9.2 Disclosure of Holding. The holders of Shares
or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect
ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940
Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.
ARTICLE X
SHAREHOLDERS
10.1 Meetings of Shareholders. An annual meeting
of the Shareholders for the election of Trustees and the transaction of any business as determined by the Trustees within the powers of
the Trust shall be held on the date and at the time set by the Board of Trustees. Other than annual meetings, the Trust will not hold
Shareholder meetings unless required by the 1940 Act, the provisions of this Declaration, the By-Laws or any other applicable law. A special
meeting of Shareholders may be called at any time by a majority of the Trustees or the Chief Executive Officer and shall be called by
any Trustee for any proper purpose upon written request of Shareholders holding in the aggregate at least a majority of the outstanding
Shares of the Trust, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting,
including a special meeting, shall be held within or without the State of Delaware (or may be held virtually) on such day and at such
time as the Trustees shall designate.
10.2 Voting. (a) Shareholders shall have no
power to vote on any matter except matters on which a vote of Shareholders is required by applicable law, this Declaration or resolution
of the Trustees. There shall be no cumulative voting in the election or removal of Trustees.
(b) Notwithstanding any other provision of this Declaration,
on any matters submitted to a vote of the Shareholders, all Shares of the Trust then-entitled to vote shall be voted in aggregate, except:
(i) when required by the 1940 Act and/or other applicable law, Shares shall be voted by individual Class; (ii) when the matter involves
any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such
Class or Classes shall be entitled to vote thereon.
10.3 Notice of Meeting and Record Date. Notice
of all meetings of Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail to each Shareholder
of record entitled to vote thereat at its registered address, mailed at least 10 days and not more than 90 days before the meeting or
otherwise in compliance with applicable law. Only the business stated in the notice of the meeting shall be considered at such meeting;
provided, however, that the foregoing shall in no way limit the ability of one or more adjournments to be considered at a meeting. Any
adjourned meeting may be held as adjourned one or more times without further notice not later than 120 days after the original meeting
date. For the purposes of determining the Shareholders who are entitled to notice of and to vote at any meeting the Trustees may, without
closing the transfer books, fix a date not more than 90 nor less than 10 days prior to the date of such meeting of Shareholders as a record
date for the determination of the Persons to be treated as Shareholders of record for such purposes.
10.4 Quorum and Required Vote. (a) The holders
of one-third of the Shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such
meeting of the Shareholders for purposes of conducting business on such matter. When any one or more Classes is to vote separately from
any other Classes of Shares, holders of one-third of the Shares entitled to vote of each such Class shall constitute a quorum at a Shareholders’
meeting of that Class. The absence from any meeting, in person or by proxy, of a quorum of Shareholders for action upon any given matter
shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if there shall be
present thereat, in person or by proxy, a quorum of Shareholders in respect of such other matters. Notwithstanding the foregoing, in the
absence of a quorum, a Shareholders’ meeting may be adjourned by either a vote of a majority of the Shares present and entitled
to vote at such meeting, or by the chair of such meeting in his or her sole discretion.
(b) Subject to any provision of applicable law, this
Declaration or a resolution of the Trustees specifying a greater or a lesser vote requirement for the transaction of any item of business
at any meeting of Shareholders, (i) with respect to the election of Trustees, other than a Contested Election, the affirmative vote of
a plurality of the Shares represented in person or by proxy at any meeting at which a quorum is present shall be the act of the Shareholders
with respect to such matter, (ii) with respect to a Contested Election, the affirmative vote of a majority of the Shares outstanding and
entitled to vote with respect to such matter at such meeting shall be the act of the Shareholders with respect to such matter, (iii) with
respect to all other items of business, the affirmative vote of a majority of the Shares present in person or represented by proxy and
entitled to vote on the subject matter shall be the act of the Shareholders with respect to such matter and (iv) where a separate vote
of one or more Classes of Shares is required on any matter, the affirmative vote of a majority of the Shares of such Class present in
person or represented by proxy and entitled to vote on the subject matter shall decide that matter insofar as that Class is concerned.
10.5 Proxies, etc. At any meeting of Shareholders,
any holder of Shares entitled to vote thereat may vote by properly executed proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct,
for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of a majority of the Trustees, proxies
may be solicited in the name of one or more Trustees or one or more of the officers or employees of the Trust. No proxy shall be valid
after the expiration of 11 months from the date thereof, unless otherwise provided in the proxy. Only Shareholders of record shall be
entitled to vote. Each full Share shall be entitled to one vote and fractional Shares shall be entitled to a vote of such fraction. When
any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share,
but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or
on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or
to the legal control of any other person as regards the charge or management of such Share, he or she may vote by his guardian or such
other person appointed or having such control, and such vote may be given in person or by proxy. Reports. The Trustees shall
cause to be prepared at least annually and more frequently to the extent and in the form required by law, regulation or any exchange
on which Trust Shares are listed a report of operations containing a balance sheet and statement of income and undistributed income of
the Trust prepared in conformity with generally accepted accounting principles and an opinion of an independent public accountant on
such financial statements. Copies of such reports shall be mailed to all Shareholders of record within the time required by the 1940
Act. The Trustees shall, in addition, furnish to the Shareholders at least semi-annually to the extent required by law, interim reports
containing an unaudited balance sheet of the Trust as of the end of such period and an unaudited statement of income and surplus for
the period from the beginning of the current fiscal year to the end of such period.
10.8 Inspection of Records. The records of
the Trust shall be open to inspection by Shareholders to the extent permitted by Section 3819 of the DSTA but subject to such reasonable
regulation as the Trustees may determine.
10.9 Delivery by Electronic Transmission or Otherwise.
Notwithstanding any provision in this Declaration to the contrary, any notice, proxy, vote, consent, report, instrument or writing of
any kind or any signature referenced in, or contemplated by, this Declaration or the By-Laws may, in the sole discretion of the Trustees,
be given, granted or otherwise delivered by electronic transmission (within the meaning of the DSTA), including via the internet, or in
any other manner permitted by applicable law.
10.10 Shareholder Action by Written Consent.
Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders, entitled to vote thereon, of the
proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action
in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
ARTICLE XI
DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS;
ETC.
11.1 Duration. Subject to possible termination
in accordance with the provisions of Section 11.2 hereof, the Trust created hereby shall have perpetual existence.
11.2 Termination. (a) The Trust may be dissolved,
only upon approval of not less than 80% of the Trustees. Upon the dissolution of the Trust:
(i) The Trust shall carry on no business
except for the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind
up the affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust
shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign,
exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property
to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other
property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any
sale, conveyance, assignment, exchange, merger in which the Trust is not the survivor, transfer or other disposition of all or substantially
all the Trust Property of the Trust shall require approval of the principal terms of the transaction and the nature and amount of the
consideration by Shareholders.
(iii) After paying or adequately providing
for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for
their protection, the Trustees may distribute the remaining Trust Property, in cash or in kind or partly each, among the Shareholders
according to their respective rights.
(b) After the winding up and termination of the Trust
and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust
an instrument in writing setting forth the fact of such termination and shall execute and file a certificate of cancellation with the
Secretary of State of the State of Delaware. Upon termination of the Trust, the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the rights and interests of all Shareholders shall thereupon cease.
11.3 Amendment Procedure. (a) Except as provided
in subsection (b) of this Section 11.3, this Declaration may be amended, after a majority of the Trustees (including a majority of the
independent Trustees if such a vote is required under the 1940 Act) have approved a resolution therefor, by the affirmative vote required
by Section 10.4 of this Declaration. The Trustees also may amend this Declaration without any vote of Shareholders to change the name
of the Trust, to change the U.S. federal income tax classification of the Trust from an association taxable as a corporation to a partnership
if the Trust elects to cease qualifying as a regulated investment company under Subchapter M of the Code, to make any other change that
does not adversely affect the relative rights or preferences of any Shares, as they may deem necessary, or to conform this Declaration
to the requirements of the 1940 Act or any other applicable federal or state laws or regulations including pursuant to Section 6.2 or,
if applicable, the requirements of the regulated investment company provisions of the Code, but the Trustees shall not be liable for failing
to do so.
(b) No amendment may be made to Section 2.1, Section
2.2, Section 2.3, Section 11.2(a), this Section 11.3, Section 11.4 or Section 11.6 of this Declaration and no amendment may be made to
this Declaration which would change any rights with respect to any Shares of the Trust by reducing the amount payable thereon upon liquidation
of the Trust or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability
of the Trustees to authorize, and to cause the Trust to issue, other securities pursuant to Section 6.2), except after a majority of the
Trustees have approved a resolution therefor, and such amendment has been approved by the affirmative vote of the holders of not less
than seventy-five percent (75%) of the Shares, unless such amendment has been approved by 80% of the Trustees, in which case approval
by a Majority Shareholder Vote shall be required. Nothing contained in this Declaration shall permit the amendment of this Declaration
to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit
assessments upon Shareholders.
(c) An amendment duly adopted by the requisite vote
of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, the Shareholders as aforesaid, shall
become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as
the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that
it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable
form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the
Trust or at such other time designated by the Board.
11.4 Merger, Consolidation and Sale of Assets.
Except as provided in Section 11.6, the Trust may merge or consolidate with any other corporation, association, trust or other organization
or may sell, lease or exchange all or substantially all of the Trust Property, including its goodwill, upon such terms and conditions
and for such consideration when and as authorized by two-thirds of the Trustees and, to the extent required by the 1940 Act, approved
by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have
been accomplished under and pursuant to the statutes of the State of Delaware.
11.5 Subsidiaries. Without approval by Shareholders,
the Trustees may cause to be organized or assist in organizing one or more corporations, trusts, limited liability companies, partnerships,
associations or other organizations to take over all of the Trust Property or to carry on any business in which the Trust shall directly
or indirectly have any interest, and to sell, convey and transfer all or a portion of the Trust Property to any such corporation, trust,
limited liability company, association or organization in exchange for the shares or securities thereof, or otherwise, and to lend money
to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, limited liability company,
partnership, association or organization, or any corporation, partnership, trust, limited liability company, association or organization
in which the Trust holds or is about to acquire shares or any other interests.
11.6 Certain Transactions. (a) Notwithstanding
any other provision of this Declaration and subject to the exceptions provided in paragraph (d) of this Section, the types of transactions
described in paragraph (c) of this Section shall require the affirmative vote or consent of a majority of the Trustees then in office
followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares outstanding, excluding the Shares
of a Principal Shareholder (as defined in paragraph (b) of this Section) when any such Principal Shareholder is a party to the transaction.
Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law. Notwithstanding
the preceding sentence, so long as a transaction described in paragraph (c) of this Section is approved by both a majority of the Trustees
then in office and seventy-five percent (75%) of the Continuing Trustees and, so long as all other conditions and requirements, if any,
provided for in the By-Laws and under applicable law have been satisfied, then no Shareholder vote or consent shall be necessary or required
to approve such transaction, except to the extent such vote or consent is required by the 1940 Act or other federal law.
(b) The term “Principal Shareholder”
shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or
more of the outstanding Shares of any outstanding Class (which, solely for the purposes of this Section, shall not be deemed to
include any Class of preferred shares) and shall include any affiliate or associate, as such terms are defined in clause (ii) below,
of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity
beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i)
which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but
excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed
owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or
“associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include
Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.
(c) This Section shall apply to the following transactions:
(i) The merger or consolidation of the
Trust or any subsidiary of the Trust with or into any Principal Shareholder.
(ii) [Reserved]
(iii) The sale, lease or exchange of
all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value
of less than 2% of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged
in any series of similar transactions within a twelve-month period).
(iv) The sale, lease or exchange to the
Trust or any subsidiary thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having
an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for the purposes of such computation all
assets sold, leased or exchanged in any series of similar transactions within a twelve-month period).
(d) The provisions of this Section shall not be applicable
to (i) any of the transactions described in paragraph (c) of this Section if 80% of the Trustees shall by resolution have approved a
memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, in which
case approval by a Majority Shareholder Vote shall be the only vote of Shareholders required by this Section, or (ii) any such transaction
with any entity of which a majority of the outstanding shares of all classes and series of a stock normally entitled to vote in elections
of directors is owned of record or beneficially by the Trust and its subsidiaries.
(e) The Board of Trustees shall have the power and
duty to determine for the purposes of this Section on the basis of information known to the Trust whether (i) a corporation, Person or
entity beneficially owns five percent (5%) or more of the outstanding Shares of any class or series, (ii) a corporation, Person or entity
is an “affiliate” or “associate” (as defined above) of another, (iii) the assets being acquired or leased to or
by the Trust or any subsidiary thereof constitute a substantial part of the assets of the Trust and have an aggregate fair market value
of less than 2% of the total assets of the Trust, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially
consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section.
ARTICLE XII
MISCELLANEOUS
12.1 Filing. (a) This Declaration and any amendment
or supplement hereto shall be filed in such places as may be required or as the Trustees deem appropriate. Each amendment or supplement
shall be accompanied by a certificate signed and acknowledged by a Trustee stating that such action was duly taken in a manner provided
herein and shall, upon insertion in the Trust’s minute book, be conclusive evidence of all amendments contained therein. A restated
Declaration, containing the original Declaration and all amendments and supplements theretofore made, may be executed from time to time
by a majority of the Trustees and shall, upon insertion in the Trust’s minute book, be conclusive evidence of all amendments and
supplements contained therein and may thereafter be referred to in lieu of the original Declaration and the various amendments and supplements
thereto.
12.2 Resident Agent. The Trust shall maintain
a resident agent in the State of Delaware, which agent shall initially be The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective
until written notice thereof and any required filing is delivered to the office of the Secretary of the State.
12.3 Governing Law. The trust set forth in
this instrument is made in the State of Delaware, and the Trust and this Declaration, and the rights and obligations of the Trustees and
Shareholders hereunder, are to be governed by and construed and administered according to the DSTA and the laws of said State; provided,
however, that there shall not be applicable to the Trust, the Trustees or this Declaration (a) the provisions of Sections 3540 and 3561
of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the DSTA)
pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or
schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust,
(iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal
property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures
to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements
relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards
or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities
and powers of the Trustees set forth or referenced in this Declaration. The Trust shall be of the type commonly called a “statutory
trust”, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust
under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions
that may be engaged in by trusts under the Delaware Statutory Trust Statute, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
12.4 Exclusive Delaware Jurisdiction. Each
Trustee, each officer and each Person legally or beneficially owning a Share or an interest in a Share of the Trust (whether through a
broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted
by law, including Section 3804(e) of the DSTA, (i) irrevocably agrees that any claims, suits, actions or proceedings asserting a claim
governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Trust, the DSTA, this Declaration
or the By-Laws (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions
of this Declaration or the By-Laws, or (B) the duties (including fiduciary duties), obligations or liabilities of the Trust to the Shareholders
or the Trustees, or of officers or the Trustees or the Delaware Trustee to the Trust, to the Shareholders or each other, or (C) the rights
or powers of, or restrictions on, the Trust, the officers, the Trustees, the Delaware Trustee or the Shareholders, or (D) any provision
of the DSTA or other laws of the State of Delaware pertaining to trusts made applicable to the Trust pursuant to Section 3809 of the DSTA,
or (E) any other instrument, document, agreement or certificate contemplated by any provision of the DSTA, the Declaration or the By-Laws
relating in any way to the Trust (regardless, in each case, of whether such claims, suits, actions or proceedings (x) sound in contract,
tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)),
shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction
thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction
of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to,
assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other
court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum,
or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit,
action or proceeding by mailing, certified mail, return receipt requested, or via electronic transmission a copy thereof to such party
at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and
notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted
by law, and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding; provided, however,
this Section 12.4 shall not apply to any claims asserted under the U.S. federal securities laws including, without limitation, the 1940
Act.
12.5 Agreement to be Bound. EVERY PERSON, BY
VIRTUE OF HAVING BECOME A SHAREHOLDER IN ACCORDANCE WITH THE TERMS OF THIS DECLARATION AND THE BY-LAWS, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME, SHALL BE DEEMED TO HAVE EXPRESSLY ASSENTED AND AGREED TO THE TERMS OF, AND SHALL BE BOUND BY, THIS DECLARATION AND THE BY-LAWS.
12.6 Counterparts. This Declaration may be
simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall
constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.
12.7 Reliance by Third Parties. Any certificate
executed by an individual who, according to the records of the Trust, or of any recording office in which this Declaration may be recorded,
appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the name of the Trust, (c)
the due authorization of the execution of any instrument or writing, (d) the form of any vote passed at a meeting of Trustees or Shareholders,
(e) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements
of this Declaration, (f) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees, or (g) the existence
of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified
in favor of any person dealing with the Trustees and their successors.
12.8 Provisions in Conflict with Law or Regulation.
(a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, if applicable, with the regulated investment company provisions of the Code, if applicable,
or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration;
provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper
any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be
held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction
and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction.
12.9 Delivery by Electronic Transmission or Otherwise.
Notwithstanding any provision in this Declaration to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind
referenced in, or contemplated by, this Declaration or the By-Laws may, in the sole discretion of the Trustees, be given, granted or
otherwise delivered by electronic transmission (within the meaning of the DSTA), including via the internet, or in any other manner permitted
by applicable law, and may be made using an electronic signature (within the meaning of the DSTA).
IN WITNESS WHEREOF, the undersigned has caused these
presents to be executed as of the day and year first above written.
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Mark Garbin |
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Sanjeev Handa |
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Joan McCabe |
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/s/ Brian Marcus |
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Brian Marcus |
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Lauren Basmadjian |
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[Signature Page to Amended and Restated Declaration
of Trust of Carlyle Credit Income Fund]
Report of Independent Registered
Public Accounting Firm
To
the Shareholders and Board of Trustees of Carlyle Credit Income Fund
In
planning and performing our audit of the financial statements of Carlyle Credit Income Fund (the Fund) as of and for the year ended September
30, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the
Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form
N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.
Accordingly, we express no such opinion.
The
management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling
this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.
A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting
principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with U.S. generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance
with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
A
deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected
on a timely basis.
Our
consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established
by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation,
including controls over safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2023.
This
report is intended solely for the information and use of management and the Board of Trustees of Carlyle Credit Income Fund and the Securities
and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
Tysons,
Virginia
November
29, 2023
CARLYLE CREDIT INCOME FUND
AMENDED AND RESTATED BY-LAWS
Dated as of July 14, 2023
TABLE OF CONTENTS
Page
ARTICLE I
SHAREHOLDER MEETINGS
|
| 1.1 |
Chair |
3 |
| 1.2 |
Proxies; Voting |
3 |
| 1.3 |
Fixing Record Dates |
3 |
| 1.4 |
Inspectors of Election |
3 |
| 1.5 |
Records at Shareholder Meetings |
4 |
| 1.6 |
Annual Meeting |
4 |
| 1.7 |
Special Meetings |
4 |
| 1.8 |
Advance Notice of Shareholder Nominees for Trustee and Other Shareholder Proposals |
6 |
| 1.9 |
Control Share Acquisition Statute |
11 |
ARTICLE II
TRUSTEES |
| 2.1 |
Regular Meetings |
11 |
| 2.2 |
Chair; Records |
12 |
ARTICLE III
OFFICERS |
| 3.1 |
Officers of the Trust |
12 |
| 3.2 |
Tenure |
12 |
| 3.3 |
Removal of Officers |
12 |
| 3.4 |
Bonds and Surety |
12 |
| 3.5 |
Chief Executive Officer, President and Vice Presidents |
12 |
| 3.6 |
Secretary |
13 |
| 3.7 |
Treasurer |
13 |
| 3.8 |
Other Officers and Duties |
13 |
ARTICLE IV
MISCELLANEOUS |
| 4.1 |
Depositories |
14 |
| 4.2 |
Signatures |
14 |
| 4.3 |
Seal |
14 |
ARTICLE V
SHARE Transfers |
| 5.1 |
Transfer Agents, Registrars and the Like |
14 |
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| 5.2 |
Transfer of Shares |
14 |
| 5.3 |
Registered Shareholders |
14 |
ARTICLE VI
AMENDMENT OF BY-LAWS |
| 6.1 |
Amendment and Repeal of By-Laws |
15 |
CARLYLE CREDIT INCOME FUND
BY-LAWS
These Amended and Restated
By-Laws (the “By-Laws”) are made and adopted pursuant to Section 3.9 of the Amended and Restated Declaration of Trust establishing
Carlyle Credit Income Fund (the “Trust”), dated as July 14, 2023, as from time to time amended (hereinafter called the “Declaration”).
All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration.
ARTICLE I
SHAREHOLDER MEETINGS
1.1 Chair.
The Chair, if any, shall act as chair at all meetings of the Shareholders; in the Chair’s absence, the Vice Chair, if any, shall
act as chair; in the absence of both the Chair and Vice Chair, the Trustee or Trustees present at each meeting may elect a temporary chair
for the meeting, who may be one of themselves.
1.2 Proxies;
Voting. Shareholders may vote either in person or by duly executed proxy and each full share represented at the meeting shall have
one vote, all as provided in Article X of the Declaration.
1.3 Fixing
Record Dates. For the purpose of determining the Shareholders who are entitled to notice of or to vote or act at any meeting,
including any adjournment thereof, or who are entitled to participate in any dividends, or for any other proper purpose, the
Trustees may from time to time, without closing the transfer books, fix a record date in the manner provided in Section 10.3 of the
Declaration. If the Trustees do not prior to any meeting of Shareholders so fix a record date or close the transfer books, then the
date of mailing notice of the meeting or the date upon which the dividend resolution is adopted, as the case may be, shall be the
record date.
1.4 Inspectors
of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or
any adjournment thereof. If Inspectors of Election are not so appointed, the Chair, if any, of any meeting of Shareholders may, and
on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of
Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or
proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure
to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case
any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment
made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chair. The Inspectors of
Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and
questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the
results and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. If there are
three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or
certificate of all. On request of the Chair, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of
Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of
any facts found by them.
1.5 Records
at Shareholder Meetings. At each meeting of the Shareholders, there shall be made available for inspection at a convenient time and
place during normal business hours, if requested by Shareholders, the minutes of the last previous meeting of Shareholders of the Trust
and a list of the Shareholders of the Trust, as of the record date of the meeting or the date of closing of transfer books, as the case
may be. Such list of Shareholders shall contain the name and the address of each Shareholder in alphabetical order and the number of Shares
owned by such Shareholder.
1.6 Annual
Meeting. An annual meeting of the Shareholders for the election of Trustees and the transaction of any business within the powers
of the Trust shall be held on the date and at the time set by the Board of Trustees.
(a) General.
A special meeting of Shareholders may be called at any time by a majority of the Trustees, the Chief Executive Officer or the President.
Subject to subsection (b) of this Section 1.7, a special meeting of Shareholders also shall be called by any Trustee for any proper purpose
upon written request of Shareholders holding in the aggregate at least a majority of the outstanding Shares of the Trust, such request
specifying the purpose or purposes for which such meeting is to be called.
(b) Shareholder
Requested Special Meetings. (1) Any Shareholder of record seeking to have Shareholders request a special meeting shall, by sending
written notice to the Secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the
Board of Trustees to fix a record date to determine the Shareholders 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 matters proposed to be acted on it, shall
be signed by one or more Shareholders of record as of the date of signature (or their agents duly authorized in a writing accompanying
the Record Date Request Notice), shall bear the date of signature of each such Shareholder (or such agent) and shall set forth all information
relating to each such Shareholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection
with the solicitation of proxies for the election of trustees 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 case pursuant to Regulation 14A (or any successor provision)
under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).
Upon receiving the Record Date Request Notice, the Board of Trustees may fix a Request Record Date. The Request Record Date shall not
precede and shall not be more than 10 days after the close of business on the date on which the resolution fixing the Request Record Date
is adopted by the Board of Trustees. If the Board of Trustees, within 10 days after the date on which a valid Record Date Request Notice
is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the
10th day after the first date on which a Record Date Request Notice is received by the Secretary.
(2) In
order for any Shareholder to request a special meeting to act on any matter that may properly be considered at a meeting of
Shareholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by
Shareholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date
entitled to cast not 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 and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in
the Record Date Request Notice received by the Secretary), (b) bear the date of signature of each such Shareholder (or such agent)
signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Trust’s books, of each
Shareholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of
all Shares which are owned (beneficially or of record) by each such Shareholder and (iii) the nominee holder for, and number of,
Shares owned beneficially but not of record by such Shareholder, (d) be sent to the Secretary by registered mail, return receipt
requested, and (e) be received by the Secretary within 60 days after the Request Record Date. Any requesting Shareholder (or agent
duly authorized in a writing accompanying the revocation of 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 Shareholders of the reasonably estimated cost of preparing and mailing or delivering the notice
of the meeting (including the Trust’s proxy materials). the Secretary shall not be required to call a special meeting upon Shareholder
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 mailing or delivery of such notice of the meeting.
(4) Except
as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the Chair,
the Chief Executive Officer, the President or the Board of Trustees, whoever has called the meeting. In the case of any special
meeting called by the Secretary upon the request of Shareholders (a “Shareholder- Requested Meeting”), such meeting
shall be held at such place, date and time as may be designated by the Board of Trustees; provided, however, that the date of any
Shareholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record
Date”); and provided further that if the Board of Trustees fails to designate, within 10 days after the date that a valid
Special Meeting Request is actually received by the Secretary (the “Delivery Date”), a date and time for a
Shareholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record
Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that
in the event that the Board of Trustees fails to designate a place for a Shareholder-Requested Meeting within 10 days after the
Delivery Date, then such meeting shall be held at the principal executive office of the Trust. In fixing a date for a
Shareholder-Requested Meeting, the Board of Trustees 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 the meeting and any plan of the
Board of Trustees to call an annual meeting or a special meeting. In the case of any Shareholder-Requested Meeting, if the Board of
Trustees fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the
30th day after the Delivery Date shall be the Meeting Record Date. The Board of Trustees may revoke the notice for any
Shareholder-Requested Meeting in the event that the requesting Shareholders 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 Shareholders of record
(or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage
have delivered, and not revoked, requests for a special meeting on the matter to the Secretary: (i) if the notice of meeting has not already
been delivered, the Secretary shall refrain from delivering the notice of the meeting and send to all requesting Shareholders who have
not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of
meeting has been delivered and if the Secretary first sends to all requesting Shareholders who have not revoked requests for a special
meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Trust’s intention
to revoke the notice of the meeting or for the chair of the meeting to adjourn the meeting without action on the matter, (A) the Secretary
may revoke the notice of the meeting at any time before 10 days before the commencement of the meeting or (B) the chair 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 request for a new special meeting.
(6) The
Chair, Chief Executive Officer, President or Board of Trustees may appoint regionally or nationally recognized independent inspectors
of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported
Special Meeting 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 inspectors certify to the Trust that the valid requests
received by the Secretary represent, as of the Request Record Date, Shareholders of record entitled to cast not less than the Special
Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Trust or any Shareholder
shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).
(7) For
purposes of these By-Laws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order to close.
1.8 Advance
Notice of Shareholder Nominees for Trustee and Other Shareholder Proposals.
(a) Annual
Meetings of Shareholders. (1) Nominations of individuals for election to the Board of Trustees and the proposal of other business to
be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of
meeting, (ii) by or at the direction of the Board of Trustees or (iii) by any Shareholder of the Trust who was a Shareholder of
record both at the time of giving of notice by the Shareholder as provided for in this Section 1.8(a) and at the time of the annual
meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and
who has complied with this Section 1.8(a).
(2) For
any nomination or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 1.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust
and any such other business must otherwise be a proper matter for action by the Shareholders. To be timely, a Shareholder’s
notice shall set forth all information required under this Section 1.8 and shall be delivered to the Secretary at the principal
executive office of the Trust not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the
first anniversary of the date of the proxy statement (as defined in Section 1.8(c)(3) of this Article I) for the preceding
year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more
than 30 days from the first anniversary of the date of the preceding year’s annual meeting (or in the case of the first annual
meeting), notice by the Shareholder to be timely 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., Eastern Time, on the later of the 120th day prior to the date of such annual meeting,
as originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period (or extend any
time period) for the giving of a Shareholder’s notice as described above. The number of nominees a Shareholder may nominate
for election at the annual meeting (or in the case of one or more Shareholders giving the notice on behalf of a beneficial owner,
the number of nominees such Shareholders may collectively nominate for election at the annual meeting on behalf of such beneficial
owner) shall not exceed the number of trustees to be elected at such annual meeting.
(3) Such
Shareholder’s notice shall set forth: (i) as to each individual whom the Shareholder proposes to nominate for election or reelection
as a trustee (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed
in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee 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 successor provision) under the Exchange Act, whether such Shareholder believes any Proposed Nominee is, or is not, an “interested
person” of the Trust, as defined in the Investment Company Act of 1940, as amended (together with any rules and regulations and
any applicable guidance and/or interpretations of the Securities and Exchange Commission or its staff promulgated thereunder, the “Investment
Company Act”) and information regarding such Proposed Nominee that is sufficient, in the discretion of the Board of Trustees or
any committee thereof or any authorized officer of the Trust, to make such determination and such person’s written consent to being
named in the Trust’s proxy statement and accompanying proxy card and to serving as a trustee if elected;
(ii) as
to any other business that the Shareholder proposes to bring before the meeting, a description of such business, the text of the
proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes
a proposal to amend these Bylaws, the language of the proposed amendment), the Shareholder’s reasons for proposing such
business at the meeting and any material interest in such business of such Shareholder or any Shareholder Associated Person (as
defined below), individually or in the aggregate, including any anticipated benefit to the Shareholder or the Shareholder Associated
Person therefrom;
(iii) as
to the Shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person, (A) the class, series and number
of all Shares of or other securities of the Trust or any affiliate thereof (collectively, the “Trust Securities”), if
any, which are owned (beneficially or of record) by such Shareholder, Proposed Nominee or Shareholder Associated Person, the date on
which each such Trust 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 Shares or other security) in any Trust
Securities of any such person, (B) the nominee holder for, and number of, any Trust Securities owned beneficially but not of record
by such Shareholder, Proposed Nominee or Shareholder Associated Person, (C) whether and the extent to which such Shareholder,
Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or
during the last 12 months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any
other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or
voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Trust Securities or
(y) any security of any other closed-end investment company (a “Peer Group Company”) for such Shareholder, Proposed
Nominee or Shareholder Associated Person or (II) increase or decrease the voting power of such Shareholder, Proposed Nominee or
Shareholder Associated Person in the Trust or any affiliate thereof (or, as applicable, in any Peer Group Company)
disproportionately to such person’s economic interest in the Trust Securities (or, as applicable, in any Peer Group Company);
and (D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial,
business or contractual relationship with the Trust), by security holdings or otherwise, of such Shareholder, Proposed Nominee or
Shareholder Associated Person, in the Trust or any affiliate thereof, other than an interest arising from the ownership of Trust
Securities where such Shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared
on a pro rata basis by all other holders of the same class or series; (E) a description of any agreement, arrangement or
understanding with respect to the nomination or proposal between or among such Shareholder and/or any Shareholder Associated Person,
including, in the case of a nomination, the nominee, including any agreements, arrangements or understandings relating to any
compensation or payments to be paid to any such proposed nominee(s), pertaining to the nomination(s) or other business proposed to
be brought before the meeting of shareholders (which description shall identify the name of each other person who is party to such
an agreement, arrangement or understanding); (F) a representation that the Shareholder is a holder of record of the Trust entitled
to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination; (G) a
representation whether such Shareholder or any Shareholder Associated Person intends or is part of a group which intends (1) to
deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Trust’s securities required to
approve or adopt the proposal or elect the nominee, (2) otherwise to solicit proxies or votes from shareholders in support of such
proposal or nomination, and/or (3) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated
under the Exchange Act; (H) a description of any proxy (other than a revocable proxy given in response to a public proxy
solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship
pursuant to which such Shareholder or Shareholder Associated Person has or shares a right, directly or indirectly, to vote any
shares of any class or series of securities of the Trust; (I) a description of any rights to dividends or other distributions on the
shares of any securities of Trust, directly or indirectly, owned beneficially by such Shareholder or Shareholder Associated Person
that are separated or separable from the underlying securities of the Trust; and (J) a description of any performance-related fees
(other than an asset based fee) that such Shareholder or any Shareholder Associated Person, directly or indirectly, is entitled to
based on any increase or decrease in the value of shares of any securities of the Trust or any interests described in clause
(C);
(iv) as
to the Shareholder giving the notice, any Shareholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii)
of this paragraph (3) of this Section 1.8(a) and any Proposed Nominee, (A) the name and address of such Shareholder, as they appear on
the Trust’s Shares ledger, and the current name and business address, if different, of each such Shareholder Associated Person and
any Proposed Nominee and (B) the investment strategy or objective, if any, of such Shareholder and each such Shareholder Associated Person
who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential
investors in such Shareholder and each such Shareholder Associated Person; and
(v) to
the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election
or reelection as a Trustee or the proposal of other business on the date of such Shareholder’s notice.
(4) Such
Shareholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee
(i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with
any person or entity other than the Trust in connection with service or action as a Trustee that has not been disclosed to the Trust and
(b) will serve as a Trustee of the Trust if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire
shall be provided by the Trust, upon request, to the Shareholder providing the notice and shall include all information relating to the
Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed
Nominee as a Trustee 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 successor provision) under the Exchange Act and the rules thereunder,
or would be required pursuant to the rules of any national securities exchange on which any securities of the Trust are listed or over-the-counter
market on which any securities of the Trust are traded).
(5) Notwithstanding
anything in this subsection (a) of this Section 1.8 to the contrary, in the event that the number of trustees to be elected to the
Board of Trustees is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary
of the date of the proxy statement (as defined in Section 1.8(c)(3) of this Article II) for the preceding year’s annual
meeting, a Shareholder’s notice required by this Section 1.8(a) shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office
of the Trust not later than 5:00 p.m., Eastern Time, on the 10th day following the day on which such public announcement is first
made by the Trust.
(6) For
purposes of this Section 1.8, “Shareholder Associated Person” of any Shareholder shall mean (i) any person acting in concert
with such Shareholder, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder (other than
a Shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such Shareholder or such Shareholder Associated Person.
(b) Special
Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought
before the meeting pursuant to the Trust’s notice of meeting. Nominations of individuals for election to the Board of Trustees
may be made at a special meeting of Shareholders at which trustees are to be elected only (i) by or at the direction of the Board of
Trustees or (ii) provided that the special meeting has been called in accordance with Section 1.7(a) of this Article I for the
purpose of electing trustees, by any Shareholder of the Trust who is a Shareholder of record both at the time of giving of notice
provided for in this Section 1.8 and at the time of the special meeting, who is entitled to vote at the meeting in the election of
each individual so nominated and who has complied with the notice procedures set forth in this Section 1.8. The number of nominees a
Shareholder may nominate for election at the special meeting at which trustee are to be elected (or in the case of one or more
Shareholders giving the notice on behalf of a beneficial owner, the number of nominees such Shareholders may collectively nominate
for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of trustees to be elected at
such special meeting. In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more
individuals to the Board of Trustees, any Shareholder may nominate an individual or individuals (as the case may be) for election as
a Trustee as specified in the Trust’s notice of meeting, if the Shareholder’s notice, containing the information
required by paragraph (a)(4) of this Section 1.8, is delivered to the Secretary at the principal executive office of the Trust not
earlier than the 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 to such special meeting or the 10th day following the day on which public announcement is first made of the date of the
special meeting at which trustees are to be elected. The public announcement of a postponement or adjournment of a special meeting
shall not commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described
above.
(c) General.
(1) If information submitted pursuant to this Section 1.8 by any Shareholder proposing a nominee for election as a Trustee or any
proposal for other business at a meeting of Shareholders shall be inaccurate in any material respect, such information may be deemed
not to have been provided in accordance with this Section 1.8. Any such Shareholder shall notify the Trust of any inaccuracy or
change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by
the Secretary or the Board of Trustees, any such Shareholder shall provide, within five Business Days of delivery of such request
(or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board
of Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder
pursuant to this Section 1.8, and (B) a written update of any information (including, if requested by the Trust, written
confirmation by such Shareholder that it continues to intend to bring such nomination or other business proposal before the meeting)
submitted by the Shareholder pursuant to this Section 1.8 as of an earlier date. If a Shareholder fails to provide such written
verification or written update within such period, the information as to which written verification or a written update was
requested may be deemed not to have been provided in accordance with this Section 1.8.
(2) Only
such individuals who are nominated in accordance with this Section 1.8 shall be eligible for election by Shareholders as trustees, and
only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with this
Section 1.8. The chair of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to
be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 1.8.
(3) For
purposes of this Section 1.8, “the date of the proxy statement” shall have the same meaning as “the date of the company’s
proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities
and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by
the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document
publicly filed by the Trust with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.
(4) Notwithstanding
the foregoing provisions of this Section 1.8, a Shareholder shall also comply with all applicable requirements of state law and of the
Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.8. Nothing in this Section
1.8 shall be deemed to affect any right of a Shareholder to request inclusion of a proposal in, or the right of the Trust to omit a proposal
from, the Trust’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section
1.8 shall require disclosure of revocable proxies received by the Shareholder or Shareholder Associated Person pursuant to a solicitation
of proxies after the filing of an effective Schedule 14A by such Shareholder or Shareholder Associated Person under Section 14(a) of the
Exchange Act.
1.9 Control
Share Acquisition Statute. Subchapter III (entitled Control Beneficial Interest Acquisitions) of the Delaware Statutory Trust Act,
12 Del. C. § 3801, et seq., (the “Control Share Acquisition Statute”) and the voting restrictions thereunder shall not
apply to
(i) any acquisition of preferred shares that
may be issued by the Trust and (ii) any acquisition or proposed acquisition of shares by any company that, in accordance with the 1940
Act or Securities and Exchange Commission exemptive order or other regulatory relief or guidance, votes the shares held by it in the same
proportion as the vote of all other holders of such security or all securities.
ARTICLE II
TRUSTEES
2.1 Regular
Meetings. Meetings of the Trustees shall be held from time to time upon the call of the Chair, if any, the Chief Executive
Officer, the Secretary or any two Trustees. Regular meetings of the Trustees may be held without call or notice and shall generally
be held quarterly. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be stated
in the notice or waiver of notice of such meeting, and no notice need be given of action proposed to be taken by written consent,
except as may otherwise be required by law.
2.2 Chair;
Records. The Chair, if any, shall act as chairman at all meetings of the Trustees; in absence of a chair, the Vice Chair, if any,
shall act as chair; in the absence of both the Chair and Vice Chair, the Trustees present shall elect a Trustee to act as temporary chair.
The results of all actions taken at a meeting of the Trustees, or by written consent of the Trustees, shall be recorded by the Secretary
or the person appointed by the Board of Trustees as the meeting secretary.
ARTICLE III
OFFICERS
3.1 Officers
of the Trust. The officers of the Trust shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such
other officers or assistant officers as may be elected or authorized by the Trustees. Any two or more of the offices may be held by the
same Person. No officer of the Trust need be a Trustee.
3.2 Tenure.
Officers shall serve at the pleasure of the Trustees or until their successors have been duly elected and qualified. The Trustees may
fill any vacancy in office or add any additional officers at any time.
3.3 Removal
of Officers. Any officer may be removed at any time, with or without cause, by action of a majority of the Trustees. This provision
shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause
of action which any officer may have as a result of removal in breach of a contract of employment. Any officer may resign at any time
by notice in writing signed by such officer and delivered or mailed to the Chair, if any, Chief Executive Officer or Secretary, and such
resignation shall take effect immediately upon receipt by the Chair, if any, Chief Executive Officer or Secretary, or at a later date
according to the terms of such notice in writing.
3.4 Bonds
and Surety. Any officer may be required by the Trustees to be bonded for the faithful performance of such officer’s duties in
such amount and with such sureties as the Trustees may determine.
3.5 Chief
Executive Officer, President and Vice Presidents. The Chief Executive Officer shall be the principal executive officer of the
Trust and, subject to the control of the Trustees, shall have general supervision, direction and control of the business of the
Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of chief
executive officer of a corporation. Subject to direction of the Trustees, the Chief Executive Officer shall have power in the name
and on behalf of the Trust to execute any and all loans, documents, contracts, agreements, deeds, mortgages, registration
statements, applications, requests, filings and other instruments in writing, and to employ and discharge employees and agents of
the Trust. Unless otherwise directed by the Trustees, the Chief Executive Officer shall have full authority and power, on behalf of
all of the Trustees, to attend and to act and to vote, on behalf of the Trust at any meetings of business organizations in which the
Trust holds an interest, or to confer such powers upon any other persons, by executing any proxies duly authorizing such persons.
The Chief Executive Officer shall have such further authorities and duties as the Trustees shall from time to time determine. In the
absence or disability of the Chief Executive Officer, the President or Vice Presidents in order of their rank as fixed by the
Trustees or, in the absence of the President, if more than one Vice President and not ranked, the Vice President designated by the
Trustees, shall perform all of the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be
subject to all of the restrictions upon the Chief Executive Officer. Subject to the direction of the Trustees, and of the Chief
Executive Officer, the President and each Vice-President shall have the power in the name and on behalf of the Trust to execute any
and all instruments in writing, and, in addition, shall have such other duties and powers as shall be designated from time to time
by the Trustees or by the Chief Executive Officer.
3.6 Secretary.
The Secretary shall maintain the minutes of all meetings of, and record all votes of, Shareholders, Trustees and any committee of the
Trustees. The Secretary shall be custodian of the seal of the Trust, if any, and the Secretary (and any other person so authorized by
the Trustees) shall affix the seal, or if permitted, facsimile thereof, to any instrument executed by the Trust which would be sealed
by a Delaware business corporation executing the same or a similar instrument and shall attest the seal and the signature or signatures
of the officer or officers executing such instrument on behalf of the Trust. The Secretary shall also perform any other duties commonly
incident to such office in a Delaware business corporation, and shall have such other authorities and duties as the Trustees shall from
time to time determine.
3.7 Treasurer.
Except as otherwise directed by the Trustees, the Treasurer shall have the general supervision of the monies, funds, securities, notes
receivable and other valuable papers and documents of the Trust, and shall have and exercise under the supervision of the Trustees and
of the Chief Executive Officer all powers and duties normally incident to the office. The Treasurer may endorse for deposit or collection
all notes, checks and other instruments payable to the Trust or to its order. The Treasurer shall deposit all funds of the Trust in such
depositories as the Trustees shall designate. The Treasurer shall be responsible for such disbursement of the funds of the Trust as may
be ordered by the Trustees or the Chief Executive Officer. The Treasurer shall keep accurate account of the books of the Trust’s
transactions which shall be the property of the Trust, and which together with all other property of the Trust in the Treasurer’s
possession, shall be subject at all times to the inspection and control of the Trustees. Unless the Trustees shall otherwise determine,
the Treasurer shall be the principal accounting officer of the Trust and shall also be the principal financial officer of the Trust. The
Treasurer shall have such other duties and authorities as the Trustees shall from time to time determine. Notwithstanding anything to
the contrary herein contained, the Trustees may authorize any adviser, administrator, manager or transfer agent to maintain bank accounts
and deposit and disburse funds of any series of the Trust on behalf of such series.
3.8 Other
Officers and Duties. The Trustees may elect such other officers and assistant officers as they shall from time to time determine
to be necessary or desirable in order to conduct the business of the Trust. Assistant officers shall act generally in the absence of
the officer whom they assist and shall assist that officer in the duties of the office. Each officer, employee and agent of the
Trust shall have such other duties and authority as may be conferred upon such person by the Trustees or delegated to such person by
the Chief Executive Officer.
ARTICLE IV
MISCELLANEOUS
4.1 Depositories.
In accordance with Section 8.1 of the Declaration, the funds of the Trust shall be deposited in such custodians as the Trustees shall
designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents (including the adviser,
administrator or manager), as the Trustees may from time to time authorize.
4.2 Signatures.
All contracts and other instruments shall be executed on behalf of the Trust by its properly authorized officers, agent or agents, as
provided in the Declaration or By-Laws or as the Trustees may from time to time by resolution provide.
4.3 Seal.
The Trust is not required to have any seal, and the adoption or use of a seal shall be purely ornamental and be of no legal effect. The
seal, if any, of the Trust may be affixed to any instrument, and the seal and its attestation may be lithographed, engraved or otherwise
printed on any document with the same force and effect as if it had been imprinted and affixed manually in the same manner and with the
same force and effect as if done by a Delaware business corporation. The presence or absence of a seal shall have no effect on the validity,
enforceability or binding nature of any document or instrument that is otherwise duly authorized, executed and delivered.
ARTICLE V
SHARE TRANSFERS
5.1 Transfer
Agents, Registrars and the Like. As provided in Section 6.8 of the Declaration, the Trustees shall have authority to employ and compensate
such transfer agents and registrars with respect to the Shares of the Trust as the Trustees shall deem necessary or desirable. In addition,
the Trustees shall have power to employ and compensate such dividend disbursing agents, warrant agents and agents for the reinvestment
of dividends as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any
of them by the Trustees.
5.2 Transfer
of Shares. The Shares of the Trust shall be subject to the limitations on transfer as provided in Section 6.9 of the Declaration.
The Trust, or its transfer agents, shall be authorized to refuse any transfer unless and until presentation of proper evidence as may
be reasonably required to show that the requested transfer is proper.
5.3 Registered
Shareholders. The Trust may deem and treat the holder of record of any Shares as the absolute owner thereof for all purposes and shall
not be required to take any notice of any right or claim of right of any other person.
ARTICLE VI
AMENDMENT OF BY-LAWS
6.1 Amendment
and Repeal of By-Laws. In accordance with Section 3.9 of the Declaration, the Trustees shall have the exclusive power to amend or
repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative
vote of a majority of the Trustees. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the Declaration.
Execution Version
CARLYLE CREDIT INCOME FUND
INVESTMENT ADVISORY
AGREEMENT
AGREEMENT dated as of
July 14, 2023, by and between CARLYLE CREDIT INCOME FUND (the “Fund”), and CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT
L.L.C. (the “Adviser”).
WHEREAS, the Fund is a
closed-end, management investment company registered as such with the Securities and Exchange Commission (the “Commission”)
pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
WHEREAS, the Fund desires
to retain the Adviser to serve as investment adviser and the Adviser is willing to do so.
NOW, THEREFORE, in consideration
of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
The Fund hereby employs the Adviser
and the Adviser hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions
as are hereinafter set forth. The Adviser shall, in all matters, give to the Fund and its Board of Trustees (the “Board” and
each trustee of the Fund, a “Trustee” and collectively, the “Trustees”) the benefit of its judgment, effort, advice
and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (a) the provisions
of the 1940 Act and any rules or regulations thereunder; (b) any other applicable provisions of state or federal law; (c) the provisions
of the declaration of Trust (“Declaration of Trust”) and by-laws (“By-Laws”) of the Fund as amended from time
to time; (d) policies and determinations of the Board; (e) the fundamental policies and investment restrictions of the Fund as reflected
in its registration statement under the 1940 Act or as such policies may, from time to time, be amended by the Board, the Trustees, or
the Fund’s shareholders; and (f) the prospectus (“Prospectus”) and statement of additional information (“Statement
of Additional Information”) of the Fund in effect from time to time. The appropriate officers and employees of the Adviser shall
be available upon reasonable notice for consultation with any of the Trustees and officers of the Fund with respect to any matters dealing
with the business and affairs of the Fund.
(a)
The Adviser shall, subject to the oversight of the Board, (i) regularly provide, or arrange for and oversee the provision of, investment
advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities and
other investments; (ii) supervise the investment program of the Fund and the composition of its portfolio and determine, or oversee the
determination of, what securities and other investments shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions
of paragraph “7” hereof,
for the purchase of securities and other investments
for the Fund and the sale of securities and other investments held in the portfolio of the Fund. If it is necessary or advisable for the
Adviser to make investments on behalf of the Fund through a subsidiary or special purpose vehicle, the Adviser shall have authority to
create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary
or special purpose vehicle (in accordance with the 1940 Act).
(b)
Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of this Agreement and
subject to the provisions of subparagraph “(c)” of paragraph “7” hereof, the Adviser may obtain investment information,
research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management
services.
(c)
To the extent permitted by applicable law, the Adviser may, from time to time with Board approval, appoint one or more sub-advisers,
including without limitation affiliates of the Adviser, to perform investment advisory services with respect to the Fund (including without
limitation those set forth in subparagraph “(a)” of this paragraph “2”), and may, in its sole discretion, terminate
any or all such sub-advisers at any time to the extent permitted by applicable law.
(d)
The Adviser shall have the authority to (i) enter into, on behalf of the Fund and as its adviser and/or agent in fact, (A) any
agreement, and any supporting documentation, with any futures commission merchant registered with the U.S. Commodity Futures Trading Commission
to provide execution and clearing services for exchange-traded commodity futures contracts, options on futures contracts and cleared swaps
for the Fund and (B) futures (including security futures) contracts, forward foreign currency exchange contracts, options on securities
(listed and over-the-counter), options on indices (listed and over the- counter), options on foreign currency and other foreign currency
transactions, swap transactions (cleared or un-cleared) (including, without limitation, interest rate, credit default, total return, and
related types of swap and notional rate agreements), options on swap transactions, forward rate agreements, TBA transactions and other
transactions involving the forward purchase or sale of securities, repurchase and reverse repurchase transactions, buy/sell back transactions
and other similar types of investment contracts or transactions, and any agreements, instruments or documentation governing any of the
foregoing (including, without limitation, brokerage agreements, execution agreements, ISDA master agreements, master securities forward
transactions agreements, master repurchase agreements, master securities lending agreements, security or collateral agreements, control
agreements and any other agreements, instruments or documents similar or incidental to the foregoing that currently are, or in the future
become, customary or necessary with respect to the documentation of any of the foregoing, and any schedules and annexes to the aforementioned
agreements, instruments and documents, and any releases, consents, waivers, amendments, elections or confirmations to any of the aforementioned
agreements, instruments and documents) (collectively, “Investment Instruments”), (ii) pledge and deliver cash, securities,
commodities or other assets of the Fund as collateral security in connection with any Investment Instrument, and (iii) otherwise act on
behalf of the Fund in connection with the exercise of any rights or the satisfaction of any obligations and liabilities of the Fund under
any Investment Instruments or other agreement or documentation.
(e)
Provided that nothing herein shall be deemed to protect the Adviser from its willful misfeasance, lack of good faith or gross negligence
in the performance of its duties, or reckless disregard of its obligations and duties under this Agreement, the Adviser, each of its affiliates
and all respective partners, members, directors, officers, trustees and employees and each person, if any, who within the meaning of Section
15 of the Securities Act of 1933, as amended, controls, is controlled by or is under common control with the Adviser (“Control Persons”)
shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Fund or any
of the Fund’s shareholders, in connection with the matters to which this Agreement relates.
(f)
The Adviser shall indemnify and hold harmless the Fund and each of its directors, officers, trustees, employees and agents (each,
a “Fund Indemnitee”) against any and all losses, claims, damages, liabilities or litigation (including without limitation
reasonable attorneys’ fees and other expenses), to which such persons may become subject under the 1940 Act, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Advisers Act, the Commodity Exchange
Act, as amended, or any other statute, law, rule or regulation, arising out of the Adviser’s responsibilities as investment manager
of the Fund’s obligations hereunder (i) to the extent of, and as a result of, the willful misconduct, lack of good faith, or gross
negligence, or reckless disregard of its duties hereunder, by the Adviser, any of the Adviser’s affiliates or Control Persons or
any affiliate of or any person acting on behalf of the Adviser, (ii) as a result of any untrue statement or alleged untrue statement of
a material fact contained in the Fund’s Prospectus, proxy materials, reports, marketing literature, or any other materials pertaining
to the Fund, including without limitation any amendment thereof or any supplement thereto, or the omission of or alleged omission to state
a material fact in such materials necessary to make the statements therein not misleading, (iii) to the extent of, and as a result of,
a material breach of any representation or warranty by Adviser of this Agreement or (iv) to the extent of, and as a result of, refusal
or failure by the Adviser, any of the Adviser’s affiliates or Control Persons or any affiliate of or any person acting on behalf
of the Adviser; provided, however, that in no case shall the Adviser’s indemnity hereunder be deemed to protect a person against
any liability to which any such person would otherwise be subject by reason of willful misconduct, lack of good faith or gross negligence
in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The parties
agree that each Fund Indemnitee shall be a third party beneficiary of the terms of this subparagraph “(f)”.
(g)
Nothing in this Agreement shall prevent the Adviser or any officer thereof from acting as investment adviser for any other person,
firm or corporation and shall not in any way limit or restrict the Adviser or any of its directors, officers or employees from buying,
selling or trading any securities or other instruments for its own account or for the account of others for whom it or they may be acting,
provided that such activities will not adversely affect or otherwise impair the performance by the Adviser of its duties and obligations
under this Agreement and under the Advisers Act.
| 3. | Other Duties of the Adviser. |
(a)
The Adviser shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons
as it shall from time to time determine to be necessary or useful to the performance of its obligations under this Agreement. Without
limiting
the generality of the foregoing, the staff and personnel
of the Adviser shall be deemed to include persons employed or otherwise retained by the Adviser to furnish statistical and other factual
data, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other
information, advice and assistance as the Adviser may desire.
(b)
The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Board may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Board with respect to Fund policies,
and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board, furnish such other
services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.
(c)
The Fund will, from time to time, furnish or otherwise make available to the Adviser such financial reports, proxy statements and
other information relating to the business and affairs of the Fund as the Adviser may reasonably require in order to discharge its duties
and obligations hereunder. The Adviser shall, as agent, for the Fund, maintain the Fund’s records required in connection with the
performance of its obligations under this Agreement and required to be maintained under the Investment Company Act. All such records so
maintained shall be the property of the Fund and, upon request therefore, the Adviser shall surrender to the Fund such of the records
so requested; provided that the Adviser may, at its own expense, make and retain copies of any such records.
(d)
The Adviser shall bear the cost of rendering the investment advisory and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the officers and employees, if any, of the Fund who are also directors,
officers or employees of the Adviser.
Except as otherwise provided in
this Agreement or by law, the Adviser shall not be responsible for the Fund’s expenses and the Fund assumes and shall pay or cause
to be paid all of its expenses, including without limitation: organizational and offering expenses (including without limitation out-of-pocket
expenses, but not overhead or employee costs of the Adviser); expenses for legal, accounting and auditing services (including expenses
of legal counsel to the Trustees who are not interested persons (as defined in the 1940 Act) of the Fund or the Adviser); taxes (including
without limitation securities and commodities issuance and transfer taxes) and governmental fees (including without limitation fees payable
by the Fund to Federal, State or other governmental agencies and associated filing costs); dues and expenses incurred in connection with
membership in investment company organizations (including without limitation membership dues of the Investment Company Institute); costs
of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges
of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, depositories, transfer agents, dividend
disbursing agents and dividend reinvestment plan agents (including under the custody, administration and other agreements); fees and expenses
associated with marketing and distribution efforts; fees and expenses paid to agents and intermediaries for sub-transfer agency, sub-accounting
and other shareholder services on behalf of shareholders of the Fund held through omnibus and networked, record shareholder accounts;
costs of valuation service providers
retained by the Fund or the Adviser; payment for portfolio
pricing services to a pricing agent, if any; registration and filing fees of the Commission and various states and other jurisdictions
(including filing fees and legal fees and disbursements of counsel); fees and expenses of registering or qualifying securities of the
Fund for sale in the various states; fees and expenses incident to qualifying and listing of the Fund’s shares on any exchange;
postage, freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of Trustees
who are not interested persons (as defined in the 1940 Act) of the Fund or the Adviser and of any other trustees or members of any advisory
board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; salaries of shareholder relations personnel;
costs of shareholders meetings; insurance (including without limitation insurance premiums on property or personnel (including without
limitation officers and Trustees) of the Fund which inure to its benefit); any and all fees, costs and expenses incurred in implementing
or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Fund (including, without
limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general
ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing,
data management and recovery services fees and expenses); interest; brokerage costs (including without limitation brokers’ commissions
or transactions costs chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party); the Fund’s
proportionate share of expenses related to co-investments; all expenses incident to the payment of any dividend, distribution (including
any dividend or distribution program), withdrawal or redemption, whether in shares or in cash; the costs associated with the Fund’s
share repurchase program; the cost of making investments (including third-party fees and expenses with respect to or associated with negotiating
any such investments) purchased or sold for the Fund; litigation and other extraordinary or non-recurring expenses (including without
limitation legal claims and liabilities and litigation costs and any indemnification related thereto) (subject, however, to paragraph
“2” hereof); the compensation of the Fund’s Chief Compliance Officer and the salary of any compliance personnel of the
Adviser and its affiliates who provide compliance-related services to the Fund, provided such salary expenses are properly allocated between
the Fund and other affiliates, as applicable, and any costs associated with the monitoring, testing and revision of the Fund’s compliance
policies and procedures required by Rule 38a-1 under the 1940 Act; the cost of any valuation service provider engaged on the Fund’s
behalf or with respect to the Fund’s assets (including engagement of such valuation service provider by the Adviser or its affiliates)
and all other charges and costs of the Fund’s operations.
The Fund shall reimburse the Adviser
or its affiliates for any expenses of the Fund as may be reasonably incurred as specifically provided for in this Agreement (including,
for the avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the Fund’s behalf) or as specifically
agreed to by the Board. The Adviser shall keep and supply to the Fund reasonable records of all such expenses.
| 5. | Compensation of the Adviser. |
The Fund agrees to pay the Adviser
and the Adviser agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant
to the provisions hereof, a fee as set forth on Exhibit A. If this Agreement expires or is terminated, the
Adviser shall be entitled to receive all amounts (including any accrued
by unreimbursed expenses) payable to it and not yet paid pursuant to this Section.
| 6. | Use of Names; Non-Exclusivity. |
(a)
The Fund agrees and consents that: (i) the name “Carlyle” is proprietary to the Adviser (or one or more of its affiliates);
(ii) it will only use the name “Carlyle” as a component of its name and for no other purpose; (iii) it will not purport to
grant to any third party the right to use the name for any other purpose; (iv) Carlyle, or one or more of its affiliates may use or grant
to others the right to use the name “Carlyle” as all or a portion of a corporate or business name or for any commercial purpose,
including without limitation a grant of such right to any other investment company or other pooled vehicle; upon termination of this Agreement,
the Fund shall promptly take whatever action may be necessary to change its name and discontinue any further use of the name “Carlyle”
in the name of the Fund or otherwise.
(b)
The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive as to the Adviser and the Adviser will
be free to render similar services to other investment companies and other clients. Except to the extent necessary to perform the Adviser’s
obligations under this Agreement, nothing herein shall be deemed to limit or restrict the right of the Adviser, or any affiliate of the
Adviser, or any employee of the Adviser, to engage in any other business or to devote time and attention to the management or other aspects
of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual
or association.
| 7. | Portfolio Transactions and Brokerage. |
(a)
The Adviser is authorized, subject to the supervision and oversight of the Board, to establish and maintain accounts on behalf
of the Fund with, and place orders for the purchase and sale of the Fund’s portfolio securities or other investments with or through,
such persons, brokers or dealers, futures commission merchants or other counterparties (“brokers”) as the Adviser may elect
and negotiate commissions to be paid on such transactions; provided, however, that a broker affiliated with the Adviser shall be used
only in transactions permissible under applicable laws, rules and regulations, including without limitation the 1940 Act and the Advisers
Act and the rules and regulations promulgated thereunder, as well as permitted by the Policies adopted by the Fund. The Adviser, upon
reasonable request of the Board, shall promptly provide the Board with copies of all agreements regarding brokerage arrangements related
to the Fund.
(b)
The Adviser shall enter into transactions and place orders for the purchase and sale of portfolio investments for the Fund’s
account with brokers, dealers and/or other counterparties selected by the Adviser. In the selection of such brokers, dealers and/or other
counterparties and the entering into of such transactions and placing of such orders, the Adviser shall seek to obtain for the Fund the
most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage
and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution
available, the Adviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including
without limitation price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution,
the amount of the
commission, if any, the timing of the transaction,
market prices and trends, the reputation, experience and financial stability of the broker, dealer or counterparty involved and the quality
of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board may determine, or as may be mutually
agreed to by the Adviser and the Board, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research
services (within the meaning of Section 28(e) of the 1934 Act, and any Commission guidance issued thereunder) to the Adviser an amount
of commission for effecting an investment transaction in the Fund that is in excess of the amount of commission or spread that another
broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission
or spread was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms
of either that particular transaction or the overall responsibility of the Adviser with respect to the accounts for which it exercises
investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). It is recognized that the services provided by such
brokers and dealers may be useful to the Adviser in connection with the Adviser’s services to other clients. The Adviser is responsible
for obtaining a completed Form W-9 from any broker it selects to place orders for the Fund, and responsible for providing such to the
Fund.
(c)
On an ongoing basis, but not less often than annually, the Adviser shall provide a written report summarizing the considerations
used for selecting brokers, dealers and other counterparties in the Adviser’s purchases and sales of portfolio investments and analysis
regarding “best execution,” taking into account the Adviser’s best execution policy (provided that the Adviser shall
not be required to weigh any particular factor on an equal basis), as well as any “soft dollar” or similar arrangements that
the Adviser maintains with brokers or dealers that execute transactions for the Fund, and of all research and other services provided
to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part,
of the direction of transactions for the Fund by the Adviser to the broker or dealer.
(d)
On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other
clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations (including without limitation any applicable
exemptive orders or Commission guidance) and subject to the trade allocation procedures approved by the Board, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions
or spreads and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in
the transaction, will be made by the Adviser in accordance with the approved procedures.
(e)
The Adviser shall render reports to the Board as requested regarding commissions generated as a result of trades executed by the
Adviser for the Fund, as well as information regarding third-party services, if any, received by the Adviser as a result of trading activity
relating to the Fund with brokers and dealers.
This Agreement will take effect
on the date first set forth above. Unless earlier terminated pursuant to paragraph “9” hereof, this Agreement shall remain
in effect until July 14, 2025, and thereafter will continue in effect from year to year, so long as such continuance shall be approved
at least annually by the Board, including without limitation the vote of the majority of the Trustees who are not parties to this Agreement
or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such approval (or otherwise, as consistent with applicable laws, regulations and related guidance and relief), or by the
holders of a “majority” (as defined in the 1940 Act) of the outstanding voting securities of the Fund and by such a vote of
the Board.
This Agreement may be terminated:
(a) by the Adviser at any time without penalty upon giving the Fund sixty days’ written notice (which notice may be waived by the
Fund); (b) by the Fund at any time without penalty upon sixty days’ written notice to the Adviser (which notice may be waived by
the Adviser); or (c) by the Fund upon delivery of written notice from Fund to the Adviser in the event of a material breach of any provision
of this Agreement by the Adviser, provided that, to the extent such material breach is capable of being cured, the Fund shall have first
provided the Adviser written notice of the material breach and the Adviser shall have failed to cure such breach to the reasonable satisfaction
of the Fund within 10 days after the delivery of such notice; provided that termination by the Fund under (b) or (c) above shall be directed
or approved by the vote of a majority of all of the Trustees then in office or by the vote of the holders of a “majority”
(as defined in the 1940 Act) of the outstanding voting securities of the Fund.
| 10. | Assignment or Amendment. |
This Agreement may not be amended
without the affirmative vote of the Board, including a majority of the Trustees who are not parties to this Agreement or interested persons
of any such party, cast in person at a meeting called for the purposes of voting on such approval and, where required by the 1940 Act,
by a vote or written consent of a “majority” of the outstanding voting securities of the Fund, and shall automatically and
immediately terminate in the event of its “assignment,” as defined in the 1940 Act.
| 11. | Disclaimer of Shareholder Liability. |
The Adviser understands that the
obligations of the Fund under this Agreement are not binding upon any Trustee or shareholder of the Fund personally, but bind only the
Fund and the Fund’s property. The Adviser represents that it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder liability for acts or obligations of the Fund.
The terms and provisions of this
Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the 1940 Act.
This Agreement may be executed
in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken altogether shall constitute
one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed
portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted
form.
| 14. | Governing Law, Jurisdiction, etc. |
This Agreement shall be governed
by and construed in accordance with substantive laws of the State of New York without reference to choice of law principles thereof and
in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. The state and federal courts sitting within
the State and County of New York shall be the sole and exclusive forums for any action or proceeding hereunder and the parties hereto
consent to the jurisdiction thereof. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
If any provision of this Agreement
shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and
shall remain in full force and effect.
This Agreement contains the entire
understanding and agreement of the parties with respect to the subject matter hereof. Each party shall perform such further actions and
execute such further documents as are necessary to effectuate the purpose of this Agreement.
The provisions of Sections 5, 6, 11, 14 and 17 shall survive termination
of this Agreement.
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed on the date above written.
| |
CARLYLE CREDIT INCOME FUND |
|
| |
|
|
|
| |
By: |
/s/ Lauren Basmadjian |
|
| |
Name: |
Lauren Basmadjian |
|
| |
Title: |
Principal Executive Officer |
|
| |
CARLYLE GLOBAL CREDIT |
|
| |
INVESTMENT MANAGEMENT L.L.C. |
|
| |
|
|
|
| |
By: |
/s/ Justin Plouffe |
|
| |
Name: |
Justin Plouffe |
|
| |
Title |
Managing Director and Deputy Chief Investment Officer |
|
[Signature
Page to Investment Advisory Agreement]
EXHIBIT A TO
INVESTMENT
ADVISORY AGREEMENT
A management fee calculated and payable
monthly in arrears on the month-end value of the Fund’s managed assets at an annual rate of:
1.75% of the Fund’s month-end value
of the Fund’s managed assets
For purposes of the management fee, managed
assets means the total assets of the Fund (including any assets attributable to any preferred shares that may be issued or to indebtedness)
minus the Fund’s liabilities other than liabilities relating to indebtedness.
In addition to the asset based fee above,
the Fund shall pay to the Adviser an Incentive Fee calculated and payable quarterly in arrears based upon the Fund’s “pre-incentive
fee net investment income” for the immediately preceding quarter, and is subject to a hurdle rate, expressed as a rate of return
on the Fund’s net assets, equal to 2.00% per quarter (or an annualized hurdle rate of 8.00%), subject to a “catch-up”
feature. For this purpose, “pre-incentive fee net investment income” means interest income, dividend income, income generated
from original issue discounts, payment-in-kind income, and any other income earned or accrued during the calendar quarter, minus the Fund’s
operating expenses (which, for this purpose shall not include any distribution and/or shareholder servicing fees, litigation, any extraordinary
expenses or Incentive Fee) for the quarter. For purposes of computing the Fund’s pre-incentive fee net investment income, the calculation
methodology will look through total return swaps as if the Fund owned the referenced assets directly. As a result, the Fund’s pre-incentive
fee net investment income includes net interest, if any, associated with a derivative or swap, which is the difference between (a) the
interest income and transaction fees related to the reference assets and (b) all interest and other expenses paid by the Fund to the derivative
or swap counterparty. Net assets means the total assets of the Fund minus the Fund’s liabilities. For purposes of the Incentive
Fee, net assets are calculated for the relevant quarter as the weighted average of the net asset value of the Fund as of the first business
day of each month therein. The weighted average net asset value shall be calculated for each month by multiplying the net asset value
as of the beginning of the first business day of the month times the number of days in that month, divided by the number of days in the
applicable calendar quarter.
The calculation of the Incentive Fee for each
calendar quarter is as follows:
No Incentive Fee is payable to the
Adviser if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in respect
of the relevant calendar quarter, does not exceed the quarterly hurdle rate of 2.00%;
100% of the portion of the Fund’s pre-incentive
fee net investment income that exceeds the hurdle rate but is less than or equal to 2.4242% (the “catch-up”) is payable to
the Adviser if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in
respect of the relevant calendar quarter, exceeds the hurdle rate but is less than or equal to 2.4242% (9.6968% annualized). The “catch-up”
provision is intended to provide the Adviser with an incentive fee of 17.5% on all of the Fund’s pre-incentive fee net investment
income when the Fund’s pre-incentive fee net investment income reaches 2.4242% of net assets; and
17.5% of the portion of the Fund’s
pre-incentive fee net investment income that exceeds the “catch-up” is payable to the Adviser if the Fund’s pre-incentive
fee net investment income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds
2.4242% (9.6968 annualized). As a result, once the hurdle rate is reached and the catch-up is achieved, 17.5% of all the Fund’s
pre-incentive fee net investment income thereafter is allocated to the Adviser.
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