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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): September 29, 2023
FS Specialty Lending Fund
(Exact name of Registrant as specified in its
charter)
Delaware (State
or other jurisdiction of
incorporation) | |
814-00841 (Commission File
Number) | |
27-6822130 (I.R.S.
Employer Identification
No.) |
201
Rouse Boulevard Philadelphia,
Pennsylvania (Address
of principal executive offices) | |
19112 (Zip
Code) |
Registrant’s
telephone number, including area code: (215)
495-1150
None
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
¨ Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
As
previously announced in May 2023, the board of trustees, or the Board, of FS Specialty Lending Fund (formerly FS Energy and Power
Fund), or the Company, approved changing the Company’s name to FS Specialty Lending Fund and changing the Company’s non-fundamental
investment policy to be to invest primarily in a portfolio of secured and unsecured floating and fixed rate loans, bonds and other types
of credit instruments, which, under normal circumstances, will represent at least 80% of the Company’s total assets, rather than
to invest at least 80% of its total assets in securities of energy and power related companies. The Company’s Board also approved
changing the Company’s investment objective from generating current income and long-term capital appreciation to generating current
income and, to a lesser extent, long-term capital appreciation. Each of these changes was effective as of September 29, 2023.
On
September 29, 2023, Eric Long notified the Board that he is resigning as President of the Company, effective as of September 29,
2023. Mr. Long’s resignation is in connection with the change to the Company’s investment policy, as described above,
and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
September 29, 2023, the Company’s Third Amended and Restated Declaration of Trust was amended in order to reflect the change
of the Company’s name from “FS Energy and Power Fund” to “FS Specialty Lending Fund” and to replace
the Company’s prior investment objectives with the Company’s new investment objectives of generating current income and, to
a lesser extent, long-term capital appreciation.
On September 29,
2023, the Company’s Second Amended and Restated Bylaws were amended and restated to reflect the new name of the Company.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
FS Specialty Lending Fund |
|
|
|
Date: October 3, 2023 |
By: |
/s/ Stephen Sypherd |
|
|
Stephen Sypherd |
|
|
General Counsel |
Exhibit 3.1
AMENDMENT NO. 2 TO
THE
THIRD AMENDED AND RESTATED
DECLARATION OF TRUST
OF
FS SPECIALTY LENDING
FUND
(FORMERLY FS ENERGY AND POWER FUND)
This Amendment No. 2,
dated as of September 29, 2023 (this "Amendment"), amends that certain Third Amended and Restated Declaration of
Trust, dated March 7, 2012, as amended, (the "Declaration of Trust"), of FS Specialty Lending Fund (the "Fund").
WHEREAS, pursuant to
Section 6.1 of the Declaration of Trust, in general, the board of trustees of the Fund (the "Board") may amend the
Declaration of Trust; and
WHEREAS, the Board previously
approved a change in the Fund’s name and investment objectives and on the date hereof approved and adopted this Amendment to reflect
such changes in the Declaration of Trust.
NOW, THEREFORE, pursuant
to Section 6.3 of the Declaration of Trust, the Declaration of Trust is amended as follows:
1. General
Amendments. All references to “FS Energy and Power Fund” shall be replaced with “FS Specialty Lending
Fund.”
2. Amendment
to Section 9.1. The first sentence of Section 9.1 of the Declaration of Trust is deleted in its entirety
and replaced with the following:
"The Fund’s investment
objectives are to generate current income and, to a lesser extent, long-term capital appreciation."
3. Entire
Agreement. Except as amended herein, the Declaration of Trust shall be and is unchanged and shall remain in
full force and effect. To the extent that a provision of this Amendment conflicts with or differs from a provision of the existing Declaration
of Trust, such provision of this Amendment shall prevail and govern for all purposes and in all respects.
4. Effective
Date. This Amendment shall be effective as of the date of its execution.
5. Counterparts. This
Amendment may be executed simultaneously in two or more counterparts each of which shall be deemed an original, and all of which, when
taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and
may be appended to, any other counterpart.
IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of the date first written above.
Trustees
/s/
Michael C. Forman |
|
Michael C. Forman |
|
|
|
/s/
R. Blair Thomas |
|
R. Blair Thomas |
|
|
|
/s/
Sidney Brown |
|
Sidney Brown |
|
|
|
/s/
Gregory P. Chandler |
|
Gregory P. Chandler |
|
|
|
/s/
Richard Goldstein |
|
Richard Goldstein |
|
|
|
/s/
Charles P. Pizzi |
|
Charles P. Pizzi |
|
|
|
/s/
Pedro A. Ramos |
|
Pedro A. Ramos |
|
[Signature Page to Amendment No. 2 to
Third Amended and Restated Declaration of Trust of FS Specialty Lending Fund]
Exhibit 3.2
THIRD
AMENDED AND RESTATED BYLAWS OF
FS SPECIALTY LENDING FUND
ARTICLE I
OFFICES
Section 1. PRINCIPAL
OFFICE. The principal office of FS Specialty Lending Fund (the “Fund”) shall be located at such place as the board of
trustees (the “Board”) may designate.
Section 2. ADDITIONAL
OFFICES. The Fund may have additional offices, including a principal executive office, at such places as the Board may from time to
time determine or the business of the Fund may require.
ARTICLE II
MEETINGS
OF SHAREHOLDERS
Section 1. PLACE.
All meetings of shareholders shall be held at the principal office of the Fund or at such other place as shall be set by the Board and
stated in the notice of the meeting.
Section 2. ANNUAL
MEETING. Commencing with the 2011 annual meeting of shareholders of the Fund, an annual meeting of the shareholders for the election
of trustees and the transaction of any business within the powers of the Fund shall be held on a date and at the time set by the Board
each year.
Section 3. SPECIAL
MEETINGS.
(a) General.
The Chairman of the Board, the chief executive officer, the president or the Board may call a special meeting of the shareholders. Subject
to subsection (b) of this Section 3, a special meeting of shareholders shall also be called by the secretary of the Fund upon
the written request of the shareholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.
(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 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, the matters proposed to be acted on at it and any material
interest in such matter of such shareholder, including any anticipated benefit to such shareholder therefrom. The Record Date Request
Notice shall be signed by one or more shareholders of record as of the date of signature (or their duly authorized agents), shall bear
the date of signature of each such shareholder (or such agent) and shall set forth all information relating to each such shareholder that
must be disclosed in solicitations of proxies for election of trustees in an election contest (even if an election contest is not involved),
or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, and subject to Delaware General Corporation
Law (the “DGCL”), the Board may fix a Request Record Date. The Request Record Date shall not precede and shall not be more
than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board.
If the Board, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing
the Request Record Date and make a public announcement of such Request Record Date, the Request Record Date shall be the close of business
on the tenth day after the first date on which the Record Date Request Notice is received by the secretary.
(2) In
order for any shareholder to request a special meeting, one or more written requests for a special meeting signed by shareholders of record
(or their duly authorized agents) as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting
Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting Request”) shall be delivered
to the secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted
on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by the secretary), shall bear the
date of signature of each such shareholder (or such agent) signing the Special Meeting Request, shall set forth the name and address,
as they appear in the Fund’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is
signed) and the class, series and number of all shares of the Fund which are owned by each such shareholder, and the nominee holder for,
and number of, shares owned beneficially but not of record, shall be sent to the secretary by registered mail, return receipt requested,
and shall be received by the secretary within 60 days after the Request Record Date. Any requesting shareholder 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 the notice of meeting (including
the Fund’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 subsection (b)(2) of this Section 3, the secretary receives
payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.
(4) Any
special meeting shall be held at such place, date and time as may be designated by the Board; provided, however, that the date of any
shareholder requested meeting shall be not more than 60 days after the record date for such meeting (the “Meeting Record Date”);
and provided further that if the Board fails to designate, within ten 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 60th day after the Meeting Record Date or, if such 60th 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 fails to designate a place for a shareholder
requested meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Fund.
In fixing a date for any special meeting, the Board may consider such factors as the trustees deem relevant within the good faith exercise
of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding
any request for meeting and any plan of the Board to call an annual meeting or a special meeting. In the case of any shareholder requested
meeting, the Board shall fix a Meeting Record Date that is a date not later than 30 days after the Delivery Date.
(5) If
written revocations of requests for the special meeting 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 to the secretary, the secretary shall: (i) if the notice of meeting
has not already been mailed, refrain from mailing 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 the special meeting, or (ii) if the notice of meeting has been mailed
and if the Secretary first sends to all requesting shareholders who have not revoked requests for a special meeting written notice of
any revocation of a request for the special meeting and written notice of the Secretary’s intention to revoke the notice of the
meeting, revoke the notice of the meeting at any time before ten days before the commencement of the meeting. 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
Board, the Chairman of the Board, the chief executive officer or the president may appoint independent inspectors of elections to act
as the agent of the Fund 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 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 Fund that the valid requests received by the secretary
represent at least the Special Meeting Percentage. Nothing contained in this subsection (6) shall in any way be construed to suggest
or imply that the Fund 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 Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or other day on which banking
institutions in the State of New York are authorized or obligated by law or executive order to close.
Section 4. NOTICE
OF MEETINGS. Written or printed notice of the purpose or purposes, in the case of a special meeting, and of the time and place of
every meeting of the shareholders, whether it be an annual meeting or a special meeting, shall be given by the secretary of the Fund to
each shareholder of record entitled to vote at the meeting and to each other shareholder entitled to notice of the meeting, by either
placing the notice in the mail, delivering it by overnight delivery service or transmitting the notice by electronic mail or any other
electronic means at least 15 days, but not more than 60 days, prior to the date designated for the meeting, addressed to each shareholder
at such shareholder’s address appearing on the books of the Fund or supplied by the shareholder to the Fund for the purpose of notice.
The notice of any meeting of shareholders may be accompanied by a form of proxy approved by the Board in favor of the actions or persons
as the Board may select. Notice of any meeting of shareholders shall be deemed waived by any shareholder who attends the meeting in person
or by proxy or who before or after the meeting submits a signed waiver of notice that is filed with the records of the meeting.
Except as provided in Article II,
Section 11, any business of the Fund may be transacted at an annual meeting of shareholders without being specifically designated
in the notice of such meeting, except such business as is required by any statute to be stated in such notice. No business shall be transacted
at a special meeting of shareholders except as specifically designated in the notice of such meeting.
Section 5. ORGANIZATION
AND CONDUCT. Every meeting of shareholders shall be conducted by an individual appointed by the Board to be chairman of the meeting
or, in the absence of such appointment, by the Chairman of the Board, if any, or, in the case of a vacancy in the office or absence of
the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if any, the chief
executive officer, the president, any vice president, the secretary, the treasurer or, in the absence of such officers, a chairman chosen
by the shareholders by the vote of a majority of the votes cast by shareholders present in person or by proxy. The secretary or, in the
secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed
by the Board or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In
the event that the secretary presides at a meeting of the shareholders, an assistant secretary, or, in the absence of assistant secretaries,
an individual appointed by the Board or the chairman of the meeting, shall record the minutes of the meeting. The order of business and
all other matters of procedure at any meeting of shareholders shall be determined by the chairman of the meeting. The chairman of the
meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate
for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement
of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Fund, their duly authorized proxies or other
such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders
of record of the Fund entitled to vote on such matter, their duly authorized proxies or other such individuals as the chairman of the
meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security
at the meeting; (f) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and
place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of shareholders shall not be required
to be held in accordance with the rules of parliamentary procedure.
Section 6. QUORUM.
The presence in person or by proxy of the holders of shares of the Fund entitled to cast one third of the votes entitled to be cast (without
regard to class) shall constitute a quorum at any meeting of the shareholders, except with respect to any such matter that, under applicable
statutes or regulatory requirements, requires approval by a separate vote of one or more classes of shares, in which case the presence
in person or by proxy of the holders of shares entitled to cast one third of the votes entitled to be cast by each such class on such
a matter shall constitute a quorum.
If, however, such quorum shall
not be present at any meeting of the shareholders, the chairman of the meeting shall have the power to adjourn the meeting from time to
time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned
meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally
notified.
The shareholders present either
in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
Section 7. VOTING.
Trustees shall be elected by a plurality of all the votes cast at a meeting of shareholders duly called and at which a quorum, as defined
in Section 6 of this Article II, is present. Each share may be voted for as many individuals as there are trustees to be elected
and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum, as defined in Section 6 of this Article II, is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes cast is required by the Declaration of Trust of the Fund
(the “Declaration of Trust”) or the DGCL. Unless otherwise provided in the Declaration of Trust, each outstanding share, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. PROXIES.
A shareholder may cast the votes entitled to be cast by the shares owned of record by the shareholder in person or by proxy executed by
the shareholder or by the shareholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization
of such proxy shall be filed with the secretary of the Fund before or at the meeting. No proxy shall be valid more than eleven months
after its date unless otherwise provided in the proxy.
Section 9. VOTING
OF SHARES BY CERTAIN HOLDERS. Shares of the Fund registered in the name of a corporation, partnership, trust or other entity, if entitled
to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed
by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution
of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such
bylaw, resolution or agreement, in which case such person may vote such share. Any fiduciary may vote a share registered in his or her
name as such fiduciary, either in person or by proxy.
Shares of the Fund directly
or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares
entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall
be counted in determining the total number of outstanding shares at any given time.
The Board may adopt by resolution
a procedure by which a shareholder may certify in writing to the Fund that any shares registered in the name of the shareholder are held
for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make
the certification, the purpose for which the certification may be made, the form of certification and the information to be contained
in it; if the certification is with respect to a record date or closing of the share transfer books, the time after the record date or
closing of the share transfer books within which the certification must be received by the Fund; and any other provisions with respect
to the procedure which the Board considers necessary or desirable. On receipt of such certification, the person specified in the certification
shall be regarded as, for the purposes set forth in the certification, the shareholder of record of the specified share in place of the
shareholder who makes the certification.
Section 10. INSPECTORS.
The Board, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate
individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the chairman
of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum, as defined in Section 6 of this Article II, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, and determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. Each such report shall be in writing and signed by him or her or by a majority of them if there
is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of
the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.
Section 11. 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 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 Fund’s notice of meeting, (ii) by
or at the direction of the Board or (iii) by any shareholder of the Fund who was a shareholder of record both at the time of giving
of notice provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting and
who has complied with this Section 11(a).
(2) For
nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of subsection
(a)(1) of this Section 11, the shareholder must have given timely notice thereof in writing to the secretary of the Fund and
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 11 and shall be delivered to the secretary at the principal executive office
of the Fund not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding
year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for the preceding year’s
annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing
of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing
of the notice for such annual meeting or the tenth day following the day on which public announcement of the date of mailing of the notice
for such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence
a new time period for the giving of a shareholder’s notice as described above. 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, (A) the name, age, business
address and residence address of such individual, (B) the class, series and number of any shares of the Fund that are beneficially
owned by such individual and the date such shares were acquired and the investment intent of such acquisition, (C) whether such shareholder
believes any such individual is, or is not, an “interested person” of the Fund, as defined in the Investment Company Act of
1940, as amended, and the rules promulgated thereunder (the “Investment Company Act”) and information regarding such
individual that is sufficient, in the discretion of the Board or any committee thereof or any authorized officer of the Fund, to make
such determination and (D) all other information relating to such individual that is required to be disclosed in solicitations of
proxies for election of trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each
case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual’s
written consent to being named in the proxy statement as a nominee 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 the business desired to be brought before the meeting,
the reasons for proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder
Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the shareholder and any Shareholder
Associated Person therefrom; (iii) as to the shareholder giving the notice and any Shareholder Associated Person, the class, series
and number of all shares of the Fund which are owned beneficially by such shareholder and by such Shareholder Associated Person, if any,
(iv) as to the shareholder giving the notice and any Shareholder Associated Person covered by clauses (ii) or (iii) of
this Section 11(a)(2), the name and address of such shareholder, as they appear on the Fund’s share ledger and current name
and address, if different, and of 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.
(3) Notwithstanding
anything in this Section 11(a) to the contrary, in the event the Board increases or decreases the number of trustees in accordance
with Article III, Section 2 of these Bylaws, and there is no public announcement of such action at least 100 days prior to the
first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a shareholder’s notice required
by this Section 11(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 Fund not later than the close of business
on the tenth day following the day on which such public announcement is first made by the Fund.
(4) For
purposes of this Section 11, “Shareholder Associated Person” of any shareholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such shareholder, (ii) any Beneficial Owner (as defined in the Declaration of
Trust) of shares of the Fund owned of record or beneficially by such shareholder and (iii) any person controlling, controlled by
or under common control with 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 Fund’s notice of meeting. Nominations of individuals for election to the Board may be made at a special
meeting of shareholders at which trustees are to be elected (i) pursuant to the Fund’s notice of meeting, (ii) by or at
the direction of the Board or (iii) provided that the Board has determined that trustees shall be elected at such special meeting,
by any shareholder of the Fund who is a shareholder of record both at the time of giving of notice provided for in this Section 11
and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in
this Section 11. In the event the Fund calls a special meeting of shareholders for the purpose of electing one or more individuals
to the Board, any such shareholder may nominate an individual or individuals (as the case may be) for election as a trustee as specified
in the Fund’s notice of meeting, if the shareholder’s notice required by Section 3(c)(1) hereof shall be delivered
to the secretary at the principal executive office of the Fund not earlier than the 120th day prior to such special meeting and not later
than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.
In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving
of a shareholder’s notice as described above.
(c) General.
(1) Upon written request by the secretary or the Board or any committee thereof, any shareholder proposing a nominee for election
as a trustee or any proposal for other business at a meeting of shareholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board
or any committee thereof or any authorized officer of the Fund, to demonstrate the accuracy of any information submitted by the shareholder
pursuant to this Section 11. If a shareholder fails to provide such written verification within such period, the information as to
which written verification was requested may be deemed not to have been provided in accordance with this Section 11.
(2) Only
such individuals who are nominated in accordance with this Section 11 shall be eligible for election 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 11.
The chairman of the meeting shall have the power 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 11.
(3) For
purposes of this Section 11, (a) the “date of mailing of the notice” shall mean the date of the proxy statement
for the solicitation of proxies for election of trustees and (b) “public announcement” shall mean disclosure (i) in
a press release reported by the Dow Jones News Service, Associated Press or comparable news service or (ii) in a document publicly
filed by the Fund with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.
(4) Notwithstanding
the foregoing provisions of this Section 11, 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 11. Nothing
in this Section 11 shall be deemed to affect any right of a shareholder to request inclusion of a proposal in, nor the right of the
Fund to omit a proposal from, the Fund’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.
Section 12. VOTING
BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
Section 13. SHAREHOLDER
ACTION BY WRITTEN CONSENT. Any action which may be taken by shareholders by vote may be taken without a meeting upon unanimous written
consent of the shareholders. Such written consents shall be 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 III
TRUSTEES
Section 1. GENERAL
POWERS. The business and affairs of the Fund shall be managed under the direction of its Board. The Board may designate a Chairman
of the Board and a Vice Chairman of the Board, who shall not be officers of the Fund but shall have such powers and duties as determined
by the Board from time to time.
Section 2. NUMBER
AND TENURE. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board may establish,
increase or decrease the number of trustees, provided that the number thereof shall never be less than the minimum number required by
the DGCL nor more than 12, and further provided that the tenure of office of a trustee shall not be affected by any decrease in the number
of trustees. Notwithstanding the foregoing sentence, the number of trustees that shall comprise the Board shall not be less than three,
except for a period of up to 60 days after the death, removal or resignation of a trustee pending the election of such trustee’s
successor.
Section 3. ANNUAL
AND REGULAR MEETINGS. An annual meeting of the Board shall be held immediately after and at the same place as the annual meeting of
shareholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board. Regular meetings of
the Board shall be held from time to time at such places and times as provided by the Board by resolution, without notice other than such
resolution.
Section 4. SPECIAL
MEETINGS. Special meetings of the Board may be called by or at the request of the Chairman of the Board, the chief executive officer,
the president or by a majority of the trustees then in office. The person or persons authorized to call special meetings of the Board
may fix any place as the place for holding any special meeting of the Board called by them. The Board may provide, by resolution, the
time and place for the holding of special meetings of the Board without notice other than such resolution.
Section 5. NOTICE.
Notice of any special meeting of the Board shall be delivered personally or by telephone, electronic mail, facsimile transmission, United
States mail or courier to each trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic
mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least
three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed
to be given when the trustee or his or her agent is personally given such notice in a telephone call to which the trustee or his or her
agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given
to the Fund by the trustee. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message
to the number given to the Fund by the trustee and receipt of a completed answer-back indicating receipt. Notice by United States mail
shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier
shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at,
nor the purpose of, any annual, regular or special meeting of the Board need be stated in the notice, unless specifically required by
statute or these Bylaws.
Section 6. QUORUM.
A majority of the trustees shall constitute a quorum for transaction of business at any meeting of the Board, provided that, if less than
a majority of such trustees are present at said meeting, a majority of the trustees present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the Declaration of Trust or these Bylaws, the vote of a majority of
a particular group of trustees is required for action, a quorum must also include a majority of such group.
The trustees present at a meeting
which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough
trustees to leave less than a quorum.
Section 7. VOTING.
The action of the majority of the trustees present at a meeting at which a quorum, as defined in Section 6 of this Article III,
is present shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by applicable
statute or the Declaration of Trust. If enough trustees have withdrawn from a meeting to leave less than a quorum, as defined in Section 6
of this Article III, but the meeting is not adjourned, the action of the majority of the trustees still present at such meeting shall
be the action of the Board, unless the concurrence of a greater proportion is required for such action by applicable statute or the Declaration
of Trust.
Section 8. ORGANIZATION.
At each meeting of the Board, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall
act as Chairman. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of
the chief executive officer, the president or in the absence of the president, a trustee chosen by a majority of the trustees present,
shall act as Chairman. The secretary or, in his or her absence, an assistant secretary of the Fund, or in the absence of the secretary
and all assistant secretaries, a person appointed by the Chairman, shall act as secretary of the meeting.
Section 9. TELEPHONE
MEETINGS. Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons
participating in the meeting can hear each other at the same time; provided however, this Section 9 does not apply to any action
of the trustees pursuant to the Investment Company Act, that requires the vote of the trustees to be cast in person at a meeting. Participation
in a meeting by these means shall constitute presence in person at the meeting.
Section 10. WRITTEN
CONSENT BY TRUSTEES. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a
consent in writing to such action is signed by each trustee and such written consent is filed with the minutes of proceedings of the Board;
provided however, this Section 10 does not apply to any action of the trustees pursuant to the Investment Company Act that requires
the vote of the trustees to be cast in person at a meeting.
Section 11. VACANCIES.
If for any reason any or all the trustees cease to be trustees, such event shall not terminate the Fund or affect these Bylaws or the
powers of the remaining trustees hereunder, if any. Pursuant to the Fund’s election in Article IV of the Declaration of Trust,
subject to applicable requirements of the Investment Company Act, except as may be provided by the Board in setting the terms of any class
or series of preferred shares, (a) any vacancy on the Board may be filled only by a majority of the remaining trustees, even if the
remaining trustees do not constitute a quorum, as defined in Section 6 of this Article III, and (b) any trustee elected
to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor
is elected and qualifies. Notwithstanding the foregoing sentence, if there are Independent Trustees on the Board, vacancies among the
Independent Trustees’ positions on the Board may be filled only by the affirmative vote of a majority of the remaining Independent
Trustees in office, even if the remaining Independent Trustees do not constitute a quorum, as defined in Section 6 of this Article III,
and any Independent Trustee elected to fill such a vacancy shall serve for the remainder of the full term of the trusteeship in which
such vacancy occurred and until a successor is elected and qualifies. For the purpose of this paragraph, “Independent Trustee”
shall mean a trustee that is not an “interested person” as that term is defined under Section 2(a)(19) of the Investment
Company Act.
Section 12. REMOVAL.
Subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, any trustee,
or the entire Board, may be removed from office at any time only for cause and only by the affirmative vote of at least two-thirds of
the votes entitled to be cast generally in the election of trustees. For purposes of this Section 12, “cause” shall mean,
with respect to any particular trustee, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such
trustee caused demonstrable, material harm to the Fund through bad faith or active and deliberate dishonesty.
Section 13. COMPENSATION.
Trustees shall not receive any stated salary for their services as trustees but, by resolution of the Board, may receive compensation
per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Fund and for any service or activity
they performed or engaged in as trustees. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special
meeting of the Board or of any committee thereof and for their expenses, if any, in connection with each property visit and any other
service or activity they performed or engaged in as trustees; but nothing herein contained shall be construed to preclude any trustees
from serving the Fund in any other capacity and receiving compensation therefor.
Section 14. LOSS
OF DEPOSITS. No trustee shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings
and loan association, or other institution with whom moneys or shares have been deposited.
Section 15. SURETY
BONDS. Unless required by law, no trustee shall be obligated to give any bond or surety or other security for the performance of any
of his or her duties.
ARTICLE IV
COMMITTEES
Section 1. APPOINTMENT
BY BOARD. The Board may appoint from among its members an Executive Committee, an Audit Committee, a Nominating and Corporate Governance
Committee and other committees, composed of one or more trustees, to serve at the pleasure of the Board.
Section 2. POWERS.
The Board may delegate to committees appointed under Section 1 of this Article any of the powers of the Board, except as prohibited
by law.
Section 3. MEETINGS.
Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board. A majority of the members
of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the
committee members present at a meeting shall be the act of such committee. The Board may designate a chairman of any committee, and such
chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the Committee) may fix
the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may appoint another trustee to act in the place of such absent
member. Each committee shall keep minutes of its proceedings.
Section 4. TELEPHONE
MEETINGS. Members of a committee of the Board may participate in a meeting by means of a conference telephone or other communications
equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.
Section 5. WRITTEN
CONSENT BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board may be taken without
a meeting, if a consent in writing to such action is signed by each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.
Section 6. VACANCIES.
Subject to the provisions hereof, the Board shall have the power at any time to change the membership of any committee, to fill all vacancies,
to designate alternate members to replace any absent or disqualified member or to dissolve any such committee. Subject to the power of
the Board, the members of the committee shall have the power to fill any vacancies on the committee.
ARTICLE V
OFFICERS
Section 1. GENERAL
PROVISIONS. The officers of the Fund shall include a president, a secretary and a treasurer and may include a chief executive officer,
one or more vice presidents, a chief operating officer, a chief financial officer, a chief investment officer, a chief compliance officer,
one or more assistant secretaries and one or more assistant treasurers. In addition, the Board may from time to time elect such other
officers with such powers and duties as it shall deem necessary or desirable. The officers of the Fund shall be elected annually by the
Board, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries,
assistant treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or until death,
resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by
the same person. Election of an officer or agent shall not of itself create contract rights between the Fund and such officer or agent.
Section 2. REMOVAL
AND RESIGNATION. Any officer or agent of the Fund may be removed, with or without cause, by the Board if in its judgment the best
interests of the Fund would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officer of the Fund may resign at any time by giving written notice of his or her resignation to the Board, the chairman
of the Board, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified
in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the
resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Fund.
Section 3. VACANCIES.
A vacancy in any office may be filled by the Board for the balance of the term.
Section 4. CHIEF
EXECUTIVE OFFICER. The Board may designate a chief executive officer. In the absence of such designation, the president shall be the
chief executive officer of the Fund. The chief executive officer shall have general responsibility for implementation of the policies
of the Fund, as determined by the Board, and for the management of the business and affairs of the Fund.
Section 5. CHIEF
OPERATING OFFICER. The Board may designate a chief operating officer. The chief operating officer shall have the responsibilities
and duties as set forth by the Board or the chief executive officer.
Section 6. CHIEF
INVESTMENT OFFICER. The Board may designate a chief investment officer. The chief investment officer shall have the responsibilities
and duties as set forth by the Board or the chief executive officer.
Section 7. CHIEF
FINANCIAL OFFICER. The Board may designate a chief financial officer. The chief financial officer shall have the responsibilities
and duties as set forth by the Board or the chief executive officer.
Section 8. CHIEF
COMPLIANCE OFFICER. The Board shall designate a chief compliance officer to the extent required by, and consistent with the requirements
of, the Investment Company Act. The chief compliance officer, subject to the direction of and reporting to the Board, shall be responsible
for the oversight of the Fund’s compliance with the Federal securities laws and other applicable regulatory requirements. The designation,
compensation and removal of the chief compliance officer must be approved by the Board, including a majority of the trustees who are not
“interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Fund. The chief
compliance officer shall perform such executive, supervisory and management functions and duties as may be assigned to him or her from
time to time.
Section 9. PRESIDENT.
In the absence of a designation of a chief executive officer by the Board, the president shall be the chief executive officer. He or she
may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated
by the Board or by these Bylaws to some other officer or agent of the Fund or shall be required by law to be otherwise executed; and in
general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time
to time.
Section 10. VICE
PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there
be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation,
then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be
subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice
president by the president or by the Board. The Board may designate one or more vice presidents as executive vice president or as vice
president for particular areas of responsibility.
Section 11. SECRETARY.
The secretary shall: (a) keep the minutes of the proceedings of the shareholders, the Board and committees of the Board in one or
more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of the Fund; (d) keep a register of the post office
address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the share transfer
books of the Fund; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive
officer, the president or by the Board.
Section 12. TREASURER.
The treasurer shall be responsible for: (1) the custody of the funds and securities of the Fund; (2) the keeping of full and
accurate accounts of receipts and disbursements in books belonging to the Fund; and (3) the depositing of all moneys and other valuable
effects in the name and to the credit of the Fund in such depositories as may be designated by the Board. In the absence of a designation
of a chief financial officer by the Board, the treasurer shall be the chief financial officer of the Fund.
The treasurer shall disburse
the funds of the Fund as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president
and Board, at the regular meetings of the Board or whenever it may so require, an account of all his or her transactions as treasurer
and of the financial condition of the Fund.
If required by the Board, the
treasurer shall give the Fund a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of his or her office and for the restoration to the Fund, in case of his or her death, resignation, retirement
or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his
or her control belonging to the Fund.
Section 13. ASSISTANT
SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board. The assistant treasurers shall,
if required by the Board, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall
be satisfactory to the Board.
ARTICLE VI
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS.
The Board may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on
behalf of the Fund and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other
document shall be valid and binding upon the Fund when authorized or ratified by action of the Board and executed by an authorized person.
Section 2. CHECKS
AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name
of the Fund shall be signed by such officer or agent of the Fund in such manner as shall from time to time be determined by the Board.
Section 3. DEPOSITS.
All funds of the Fund not otherwise employed shall be deposited from time to time to the credit of the Fund in such banks, trust companies
or other depositories as the Board may designate.
ARTICLE VII
SHARES
Section 1. CERTIFICATES;
REQUIRED INFORMATION. Except as otherwise provided in a resolution approved by the Board, all shares of beneficial interest of the
Fund shall be uncertificated shares. In the event that the Fund issues shares represented by certificates, such certificates shall be
signed by the officers of the Fund in the manner permitted by the DGCL and contain the statements and information required by the DGCL.
Section 2. TRANSFERS
WHEN CERTIFICATES ISSUED. Upon surrender to the Fund or the transfer agent of the Fund of a share certificate duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, the Fund shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
Subject to Article II,
Section 9 hereof, the Fund shall be entitled to treat the holder of record of any shares as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Notwithstanding the foregoing,
transfers of shares of any class of shares will be subject in all respects to the Declaration of Trust and all of the terms and conditions
contained therein.
Section 3. LOST
CERTIFICATES. The president, the secretary, the treasurer or any officer designated by the Board may direct a new certificate or uncertificated
shares to be issued in place of any certificate previously issued by the Fund alleged to have been lost, stolen or destroyed upon the
making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance
of a new certificate or uncertificated shares, an officer designated by the Board may, in his or her discretion and as a condition precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to
advertise the same in such manner as he or she shall require and/or to give bond, with sufficient surety, to the Fund to indemnify it
against any loss or claim which may arise as a result of the issuance of a new certificate or uncertificated shares.
Section 4. CLOSING
OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend
or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in
any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the
case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination
of shareholders of record is to be held or taken.
In lieu of fixing a record date,
the Board may provide that the share transfer books shall be closed for a stated period but not longer than 20 days. If the share transfer
books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days before the date of such meeting.
If no record date is fixed and
the share transfer books are not closed for the determination of shareholders, (a) the record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day on which the notice of meeting
is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination
of shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day
on which the resolution of the trustees, declaring the dividend or allotment of rights, is adopted.
When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment
thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in
either of which case a new record date shall be determined as set forth herein.
Section 5. SHARE
LEDGER. The Fund shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original
or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder.
Section 6. FRACTIONAL
SHARES; ISSUANCE OF UNITS. The Board may issue fractional shares or provide for the issuance of scrip, all on such terms and under
such conditions as they may determine. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, the Board may
issue units consisting of different securities of the Fund. Any security issued in a unit shall have the same characteristics as any identical
securities issued by the Fund, except that the Board may provide that for a specified period securities of the Fund issued in such unit
may be transferred on the books of the Fund only in such unit.
ARTICLE VIII
ACCOUNTING
YEAR
The fiscal year of the Fund
shall end on December 31 of each fiscal year, and may thereafter be changed by duly adopted resolution of the Board from time to
time.
ARTICLE IX
DISTRIBUTIONS
Section 1. AUTHORIZATION.
Dividends and other distributions upon the shares of the Fund may be authorized by the Board, subject to the provisions of law and the
Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of the Fund, subject to the provisions
of law and the Declaration of Trust.
Section 2. CONTINGENCIES.
Before payment of any dividends or other distributions, there may be set aside out of any assets of the Fund available for dividends or
other distributions such sum or sums as the Board may from time to time, in its absolute discretion, think proper as a reserve fund for
contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Fund or for such other
purpose as the Board shall determine to be in the best interest of the Fund, and the Board may modify or abolish any such reserve.
ARTICLE X
SEAL
Section 1. SEAL.
The Board may authorize the adoption of a seal by the Fund. The seal shall contain the name of the Fund and the year of its formation
and the words “Formed in Delaware.” The Board may authorize one or more duplicate seals and provide for the custody thereof.
Section 2. AFFIXING
SEAL. Whenever the Fund is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements
of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person
authorized to execute the document on behalf of the Fund.
ARTICLE XI
WAIVER
OF NOTICE
Whenever any notice is required
to be given pursuant to the Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed 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, unless
specifically required by statute. The attendance of any person at any meeting 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
is not lawfully called or convened.
ARTICLE XII
INVESTMENT
COMPANY ACT
If and to the extent that any
provision of the DGCL or any provision of the Declaration of Trust or these Bylaws conflicts with any provision of the Investment Company
Act, the applicable provision of the Investment Company Act shall control; provided, however, that such conflict shall not affect any
of the remaining provisions of these Bylaws or the Declaration of Trust or render invalid or improper any action taken or omitted prior
to such determination.
ARTICLE XIII
INSPECTION
OF RECORDS
One or more shareholders of
record who together hold, and have held for at least six months, at least five percent of the Fund’s outstanding shares may, on
written request, access the Fund’s share ledger or list of the Fund’s shareholders. Within 20 days after such written request
is made, the Fund shall prepare and have available on file at its principal office a list of the Fund’s shareholders, which sets
forth the name and address of each shareholder and the number of shares of each class held by each shareholder. A shareholder that is
otherwise eligible under applicable law to inspect the Fund’s books of account, share ledger, or other specified documents of the
Fund shall have no right to make such inspection if the Board determines that such shareholder has an improper purpose for requesting
such inspection.
ARTICLE XIV
AMENDMENT
OF BYLAWS
The Board shall have the exclusive
power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws not inconsistent with the Declaration of Trust. To
the extent any provisions of the Bylaws conflict with the Declaration of Trust, the Declaration of Trust shall control.
Adopted: September 29, 2023
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