EX-3.4
Published on February 25, 2009
Exhibit 3.4
SECOND AMENDED AND RESTATED BYLAWS
OF
TRIANGLE CAPITAL CORPORATION
(the Corporation)
OF
TRIANGLE CAPITAL CORPORATION
(the Corporation)
ARTICLE I.
OFFICES
OFFICES
Section 1.1 Principal Office. The principal office of the Corporation in the
State of Maryland shall be located at such place as the Board of Directors may designate.
Section 1.2 Additional Offices. The Corporation may have additional offices,
including a principal executive office, at such places as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
MEETINGS OF STOCKHOLDERS
Section 2.1 Place. All meetings of the stockholders shall be held at the
principal executive office of the Corporation or at such other place as shall be set by the Board
of Directors and stated in the notice of the meeting.
Section 2.2 Annual Meetings. An annual meeting of the stockholders shall be
held to elect directors whose terms expire at the meeting and to transact such other business as
may properly be brought before the meeting. The annual meeting shall be held on the date and at
the time designated by the Board of Directors. Failure to hold an annual meeting does not
invalidate the Corporations existence or affect any otherwise valid acts of the Corporation.
Section 2.3 Special Meetings.
(a) General. The Chairman of the Board of Directors, the President or the Board of Directors
may call a special meeting of the stockholders. Subject to Section 2.3(b), the Secretary of the
Corporation shall also call a special meeting of stockholders to act upon any matter that may
properly be considered at a meeting of stockholders upon the written request of stockholders
entitled to cast not less than a majority of all the votes entitled to be cast on such matter at
such meeting.
(b) Stockholder Requested Special Meetings.
(1) Any stockholder of record seeking to have stockholders request a special meeting shall,
by sending written notice to the Secretary (the Record Date Request Notice) by registered mail,
return receipt requested, request the Board of Directors to fix a record date to determine the
stockholders entitled to request a special meeting (Request
Record Date). The Record Date Request Notice shall set forth the purpose of the meeting
and the matters proposed to be acted on at it (which shall only be lawful matters), shall be
signed by one or more stockholders 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 stockholder (or such agent), and shall set forth all information relating
to each such stockholder and each matter proposed to be acted on at the meeting that would be
required to be disclosed in connection with the solicitation of proxies for the election of
directors in an election contest (even if an election contest is not involved), or would
otherwise be required in connection with such a solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the
Exchange Act). Upon receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not precede and shall not be more than ten
days after the close of business on the date on which the Board of Directors adopts the
resolution fixing the Request Record Date. If the Board of Directors, 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, 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 stockholder to request a special meeting to act on any matter that may
properly be considered at a meeting of stockholders, one or more written requests for a special
meeting (collectively the Special Meeting Request) signed by the stockholders 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 Request 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 stockholder (or such agent) signing the Special Meeting Request, (c) set forth the name
and address, as they appear in the Corporations books, of each stockholder signing such request
(or on whose behalf the Special Meeting Request is signed), the class, series and number of all
shares of stock of the Corporation which are owned (beneficially or of record) by such
stockholder, and the nominee holder for, and number of, shares of stock of the Corporation owned
beneficially but not of record by such stockholder, (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 stockholder (or agent duly authorized in a writing
accompanying the revocation or the Special Meeting Request) may revoke his, her or its Special
Meeting Request at any time by written revocation delivered to the Secretary.
(3) The Secretary shall inform the requesting stockholders of the reasonably estimated cost
of preparing and delivering the notice of the meeting (including the Corporations proxy
materials). The Secretary shall not be required to call a special meeting upon a stockholder
request and such meeting shall not be held unless, in addition to the documents required by
Section 2.3(b)(2), the Secretary receives payment of such reasonably estimated cost prior to the
preparation and mailing or delivery of such notice of the meeting.
2
(4) In the case of any special meeting called by the Secretary upon the request of
stockholders (a Stockholder Requested Meeting), such meeting shall be held at such place, date
and time as may be designated by the Board of Directors; provided, however, that the date of any
Stockholder Requested Meeting shall not be more than 90 days after the record date for such
meeting (the Meeting Record Date); and provided further that if the Board of Directors 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 Stockholder Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after
the Meeting Record Date or, if such 90th day is not a Business Day (as defined below),
on the first preceding Business Day; and provided further that in the event that the Board of
Directors fails to designate a place for a Stockholder Requested Meeting within ten days after
the Delivery Date, then such meeting shall be held at the principal executive office of the
Corporation. In fixing a date for any special meeting, the Chairman of the Board of Directors,
the President or the Board of Directors may consider such factors as he, she or 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 Directors
to call an annual meeting or a special meeting. In the case of any Stockholder Requested
Meeting, if the Board of Directors 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 Directors may revoke the notice for
any Stockholder Request Meeting in the event that the requesting stockholders fail to comply with
the provisions of Section 2.3(b)(3).
(5) If written revocations of requests of the Special Meeting Request have been delivered
to the Secretary and the result is that stockholders of record (or their agents duly authorized
in writing), as of the Request Record Date, entitled to cast less than the Special Meeting
Percentage have delivered, and not revoked, requests for a special meeting to the Secretary: (i)
if the notice of meeting has not already been delivered, the Secretary shall refrain from
delivering the notice of the meeting and send to all requesting stockholders who have not revoked
such requests written notice of any revocation of a request for the special meeting, or (ii) if
the notice of meeting has been delivered and if the Secretary first sends to all requesting
stockholders who have not revoked requests for a special meeting on a matter written notice of
any revocation of a request for the special meeting and written notice of the Corporations
intention to revoke the notice of the meeting or for the chairman 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 ten days before the commencement of the meeting or (B) the chairman of the
meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any
request for a special meeting received after a revocation by the Secretary of a notice of a
meeting shall be considered a request for a new special meeting.
(6) The Chairman of the Board of Directors, the President or the Board of Directors may
appoint independent inspectors of elections to act as the agent of the Corporation 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
3
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 Corporation that the valid requests received by the Secretary
represent, as of the Request Record Date, stockholders of record entitled to cast not less than
the Special Meeting Percentage. Nothing contained in this Section 2.3(b)(6) shall in any way be
construed to suggest or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business Day period, or to
take any other action (including, without limitation, the commencement, prosecution or defense of
any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(7) 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 2.4 Notice of Meetings. At least ten days, but not more than 90
days, prior to the date designated for each meeting of stockholders, the Secretary of the
Corporation shall give to each stockholder entitled to vote at such meeting and to each stockholder
not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic
transmission of the time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose or purposes for which the meeting is called,
by placing the notice in the mail, delivering it by overnight delivery service or transmitting the
notice by electronic mail or any other electronic means. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to each stockholder at such
stockholders address appearing on the books of the Corporation or supplied by the stockholder to
the Corporation for the purpose of notice. If transmitted electronically, such notice shall be
deemed to be given when transmitted to the stockholder by an electronic transmission to any address
or number of the stockholder at which the stockholder receives electronic transmissions. A single
notice to all stockholders who share an address shall be effective as to any stockholder at such
address who consents to such notice or after having been notified of the Corporations intent to
give a single notice fails to object in writing to such single notice within 60 days. Failure to
give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall
not affect the validity of any meeting fixed in accordance with this Article II, or the validity of
any proceedings at any such meeting. The notice of any meeting of stockholders may be accompanied
by a form of proxy approved by the Board of Directors in favor of the actions or director nominees
as the Board of Directors may select. Notice of any meeting of stockholders shall be deemed waived
by any stockholder who attends the meeting in person or by proxy or who before or after the meeting
submits a waiver of notice in writing or by electronic transmission that is filed with the records
of the meeting. Subject to Section 2.11 of this Article II, any business of the Corporation may be
transacted at an annual meeting of stockholders 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 stockholders except as specifically
designated in the notice of such meeting. The Corporation may postpone or cancel a meeting of
stockholders by making a public announcement (as defined in Section 2.11(c)(3) of such
postponement or cancellation prior to the meeting. Notice of the date to which the meeting is
postponed shall be given not less than ten days prior to such date and otherwise in the manner
4
set forth in this Section 2.4.
Section 2.5 Organization and Conduct. Every meeting of stockholders shall be
conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in
the absence of such appointment, by the Chairman of the Board of Directors, if any, or, in the case
of a vacancy in the office or absence of the Chairman of the Board of Directors, by one of the
following officers present at the meeting: the Vice Chairman of the Board, if any, the President,
any Vice President, the Secretary, the Treasurer or, in the absence of such officers, a chairman
chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in
person or by proxy. The Secretary or, in the Secretarys absence, an individual appointed by the
Board of Directors 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 stockholders, an individual appointed by the Board of Directors or the chairman of the meeting,
shall record the minutes of the meeting. The chairman of the meeting shall determine the order of
business and all other matters of procedure at any meeting of stockholders. The chairman of the
meeting may prescribe such rules, regulations and procedures and take such action as, in the
discretion of the chairman and without any action by the stockholders, are appropriate for the
proper conduct of the meeting, including, without limitation, (a) restricting admission to the time
set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of
record of the Corporation, 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
stockholders of record of the Corporation 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) determining when and for how long the
polls should be opened and when the polls should be closed; (f) maintaining order and security at
the meeting; (g) removing any stockholder or any other individual who refuses to comply with
meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h)
concluding a meeting or recessing or adjourning the meeting to a later date and time and at a
place announced at the meeting; and (i) complying with any state and local laws and regulations
concerning safety and security. Unless otherwise determined by the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
Section 2.6 Quorum. The presence in person or by proxy of the holders of
shares of stock of the Corporation entitled to cast a majority of all the votes entitled to be cast
(without regard to class) at any meeting shall constitute a quorum at such meeting of the
stockholders, 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 stock, in which case
the presence in person or by proxy of the holders of shares entitled to cast a majority 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 stockholders, the chairman of the
meeting may 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 stockholders present either in person or by
proxy, at a meeting which has been duly called and at which a quorum was established, may continue
to
5
transact business until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
Section 2.7 Voting. A plurality of all the votes cast at a meeting of the
stockholders duly called and at which a quorum is present shall be sufficient to elect a director.
Each share may be voted for as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted. A majority of the votes cast at a meeting of
stockholders duly called and at which a quorum 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 statute or by the charter of the Corporation. Unless otherwise provided by statute or
in the charter of the Corporation, each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of the stockholders.
Section 2.8 Proxies. A stockholder may cast the votes entitled to be cast by
the shares of stock owned of record by the stockholder in person or by proxy executed by the
stockholder or by the stockholders 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
Corporation before or at the meeting. No proxy shall be valid more than eleven months after its
date unless otherwise provided in the proxy.
Section 2.9 Voting of Stock by Certain Holders. Stock of the Corporation
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 stock 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
stock. Any director or other fiduciary may vote stock registered in his or her name in his or her
capacity as such a fiduciary, either in person or by proxy. Shares of stock of the Corporation
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 of Directors may
adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation
that any shares of stock registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the class of
stockholders who may make the certification, the purpose for which the 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, the time after the record date within which the certification must be
received by the Corporation; and any other provisions with respect to the procedure which the Board
of Directors 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 stockholder of record of the specified stock in place of the stockholder who
makes the certification.
Section 2.10 Inspectors. The Board of Directors, or the chairman of the
meeting may
6
appoint, before or at the meeting, one or more inspectors for the meeting and any successor
thereto. The inspectors, if any, shall (i) determine the number of shares of stock represented at
the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and
tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the
meeting, (iv) hear and determine all challenges and questions arising in connection with the right
to vote, and/or (v) do such acts as are proper to fairly conduct the election or vote. 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 2.11 Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals.
(a) Annual Meetings of Stockholders.
(1) Nominations of individuals for election to the Board of Directors and the proposal of
other business to be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporations notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of
record both at the time of giving of notice provided for in this Section 2.11(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 2.11(a).
(2) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to Section 2.11(a)(1)(iii), the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business must otherwise be a
proper matter for action by the stockholders. To be timely, a stockholders notice shall set forth
all information required under this Section 2.11 and shall be delivered to the Secretary at the
principal executive office of the Corporation not earlier than the 120th day nor later than 5:00
p.m., Eastern Time, on the 90th day prior to the first anniversary of the date of the proxy
statement for the preceding years 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 years annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the 120th day prior to the date of such annual meeting and not later
than the close of business on the later of the 90th day prior to the date of such annual meeting
or the tenth day following the day on which public announcement of the date of 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 stockholders notice as described above.
Such stockholders notice shall set forth: (i) as to each individual whom the stockholder proposes
to nominate for election or reelection (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 director in an election contest (even if an
election contest is not involved), or would otherwise be required in connection with such
solicitation, in each case pursuant to
7
Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder
(including the Proposed Nominees written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to any business that the stockholder
proposes to bring before the meeting, a description of such business, the stockholders reasons for
proposing such business at the meeting and any material interest in such business of such
stockholder or any Stockholder Associated Person (as defined below), individually or in the
aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated
Person therefrom; (iii) as to the stockholder giving the notice, any Proposed Nominee and any
Stockholder Associated Person, (A) the class, series and number of all shares of stock or other
securities of the Corporation or any affiliate thereof (collectively, the Corporation
Securities), if any, which are owned (beneficially or of record) by such stockholder, Proposed
Nominee or Stockholder Associated Person, the date on which each such Corporation Security was
acquired and the investment intent of such acquisition, and any short interest (including any
opportunity to profit or share in any benefit from any decrease in the price of such stock or other
security) in any Corporation Securities of any such person; (B) the nominee holder for, and number
of, any Corporation Securities owned beneficially but not of record by such stockholder, Proposed
Nominee or Stockholder Associated Person; (C) whether and the extent to which such stockholder,
Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers,
nominees or otherwise), is subject to or during the last six months has engaged in any hedging,
derivative or other transaction or 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) Corporation Securities or (y) any security of any entity that was
listed in the Peer Group in the Stock Performance Graph in the most recent annual report to
security holders of the Corporation (a Peer Group Company) for such stockholder, Proposed Nominee
or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder,
Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or,
as applicable, in any Peer Group Company) disproportionately to such persons economic interest in
the Corporation Securities (or, as applicable, in any Peer Group Company); (D) any substantial
interest, direct or indirect (including, without limitation, any existing or prospective
commercial, business or contractual relationship with the Corporation), by security holdings or
otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the
Corporation or any affiliate thereof, other than an interest arising from the ownership of
Corporation Securities where such stockholder, Proposed Nominee or Stockholder 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; and (E) whether such stockholder believes any Proposed Nominee is, or is not,
an interested person of the Corporation, as defined in the Investment Company Act of 1940, as
amended, and the rules promulgated thereunder (the Investment Company Act) and information
regarding such Proposed Nominee that is sufficient, in the discretion of the Board of Directors or
any committee thereof or any authorized officer of the Corporation, to make such determination;
(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or
ownership re
ferred to in Section 11(a)(2)(ii) and Section 11(a)(2)(iii) and any Proposed Nominee,
(A) the name and address of such stockholder, as they appear on the Corporations stock ledger, and
the current name and business address, if different, of each such Stockholder Associated Person and
any Proposed Nominee; and (B) the investment strategy or objective, if any, of such stockholder
8
and each such Stockholder 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 stockholder, and each such Stockholder Associated Person; and (v) to the extent known by the
stockholder giving the notice, the name and address of any other stockholder supporting the nominee
for election or reelection as a director or the proposal of other business on the date of such
stockholders notice.
(3) Notwithstanding anything in this Section 2.11(a) to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased, and there is no public
announcement of such action at least 100 days prior to the first anniversary of the date of the
proxy statement for the preceding years annual meeting, a stockholders notice required by this
Section 2.11(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 Corporation not later than 5:00 p.m., Eastern Time, on the tenth day
following the day on which such public announcement is first made by the Corporation.
(4) For purposes of this Section 2.11, Stockholder Associated Person of any stockholder
shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of
shares of stock of the Corporation owned of record or beneficially by such stockholder (other than
a stockholder that is a depository) and (iii) any person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common control with such
stockholder or Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations
notice of meeting. Notwithstanding anything contained herein to the contrary, nominations of
individuals for election to the Board of Directors may be made at a special meeting of stockholders
at which directors are to be elected only (i) by or at the direction of the Board of Directors or
(ii) provided that the special meeting has been called in accordance with Section 2.3 for the
purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record
both at the time of giving of notice provided for in this Section 2.11(b) 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 this Section 2.11(b). In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more individuals to the Board of
Directors, any such stockholder may nominate an individual or individuals (as the case may be) for
election as a director as specified in the Corporations notice of meeting, if the stockholders
notice containing the information required by Section 2.11(a)(2) shall be delivered to the
Secretary at the principal executive office of the Corporation 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 tenth day following the day on which public announcement is
first made of the date of the special meeting and the nominees proposed by the Board of Directors
to be elected at such meeting. In no event shall the public announcement of a postponement or
adjournment of a special meeting to a later date or time commence a new time period for the giving
of a stockholders notice as described above.
9
(c) General.
(1) If information submitted pursuant to this Section 2.11 by any stockholder proposing a
nominee for election as a director or any proposal for other business at a meeting of stockholders
shall be inaccurate in any material respect, such information may be deemed not to have been
provided in accordance with this Section 2.11. Any such stockholder shall notify the Corporation 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 Directors, any such
stockholder 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 Directors or any authorized officer of the Corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this Section 2.11 and (B)
a written update of any information submitted by the stockholder pursuant to this Section 2.11 as
of an earlier date. If a stockholder 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 2.11.
(2) Only such individuals who are nominated in accordance with this Section 2.11 shall be
eligible for election by stockholders as directors, and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in accordance with this
Section 2.11. 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 2.11.
(3) Public announcement shall mean disclosure (i) in a press release reported by the Dow
Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or
wire service or (ii) in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Exchange Act or the Investment Company Act.
(4) Notwithstanding the foregoing provisions of this Section 2.11, a stockholder 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 2.11. Nothing in this
Section 2.11 shall be deemed to affect any right of a stockholder to request inclusion of a
proposal in, nor the right of the Corporation to omit a proposal from, the Corporations proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in
this Section 2.11 shall require disclosure of revocable proxies received by the stockholder or
Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an
effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of
the Exchange Act.
Section 2.12 Voting by Ballot. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any stockholder shall demand that voting
be by ballot.
10
ARTICLE III.
DIRECTORS
DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.
Section 3.2 Number and Tenure. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board of Directors may establish,
increase or decrease the number of directors, provided that the number shall never be less than one
(1) nor more than twelve (12), and the tenure of office of a director shall not be affected by any
decrease in the number of directors. At such time as permitted by Section 3-802(a) of Title 3,
Subtitle 8 of the Maryland General Corporation Law (the MGCL), the Corporation elects to be
subject to Section 3-804(b) of Title 3, Subtitle 8 of the MGCL.
Section 3.3 Annual and Regular Meetings. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual meeting of
stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors. Regular meetings of the Board
of Directors shall be held from time to time at such places and times as provided by the Board of
Directors by resolution, without notice other than such resolution.
Section 3.4 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board of Directors, the President or by a
majority of the directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding any special meeting
of the Board of Directors called by them. The Board of Directors may provide, by resolution, the
time and place for the holding of special meetings of the Board of Directors without notice other
than such resolution.
Section 3.5 Notice. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, electronic mail, facsimile transmission, United
States mail or courier to each director at his or her business or residence address. Notice by
personal delivery, telephone, 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 director or his or her agent is personally
given such notice in a telephone call to which the director 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 Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message to the number given
to the Corporation by the director 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
11
transacted at, nor the purpose of, any annual, regular or special meeting of the Board of
Directors need be stated in the notice, unless specifically required by statute or these Bylaws.
Section 3.6 Quorum. A majority of the directors shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided that, if less than a
majority of such directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice, and provided further that if,
pursuant to applicable law, the charter of the Corporation or these Bylaws, the vote of a majority
or other percentage of a particular group of directors is required for action a quorum must also
include a majority of such group. The directors present at a meeting, which has been duly called
and at which a quorum was established may continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough directors to leave fewer than were
required to establish a quorum
Section 3.7 Voting. The action of a majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board of Directors, unless the
concurrence of a greater proportion is required for such action by applicable law, the charter of
the Corporation or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer
than were required to establish a quorum but the meeting is not adjourned, the action of a majority
of that number of directors necessary to constitute a quorum at such meeting shall be the action of
the Board of Directors, unless the concurrence of a greater proportion is required for such action
by applicable law, the charter of the Corporation or these Bylaws.
Section 3.8 Chairman of the Board. The Board of Directors shall designate one
or more chairmen of the board who shall preside over board meetings and stockholders meetings at
which he or she must be present. The Board of Directors may also designate a Vice Chairman of the
Board who shall perform the same duties as the Chairman of the Board of Directors.
Section 3.9 Organization. At each meeting of the Board of Directors, the
Chairman of the Board of Directors or, in the absence of the Chairman, the Vice Chairman of the
Board of Directors, if any, shall act as chairman of the meeting. 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 director chosen by a
majority of the directors present, shall act as chairman of the meeting. The Secretary or, in his
or her absence, an individual appointed by the chairman of the meeting, shall act as secretary of
the meeting.
Section 3.10 Telephone Meetings. Directors 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 3.10 does not
apply to any action of the directors pursuant to the Investment Company Act that requires the vote
of the directors to be cast in person at a meeting. Participation in a meeting by these means
shall constitute presence in person at the meeting.
12
Section 3.11 Consent by Directors Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a
consent in writing or by electronic transmission to such action is given by each director and is
filed with the minutes of proceedings of the Board of Directors; provided, however, this Section
3.11 does not apply to any action of the directors pursuant to the Investment Company Act that
requires the vote of the directors to be cast in person at a meeting.
Section 3.12 Vacancies. If for any reason any or all the directors cease to
be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers
of the remaining directors hereunder, if any. At such time as permitted by Section 3-802(a) of
Title 3, Subtitle 8 of the MGCL, the Corporation elects to be subject to Section 3-804(c) of
Subtitle 8 of Title 3 of the MGCL. Accordingly, at such time, except as may be provided by the
Board of Directors in setting the terms of any class or series of preferred stock, any vacancy and
all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of
the remaining directors in office, even if the remaining directors do not constitute a quorum. Any
director elected to fill a vacancy shall serve for the remainder of the full term of the
directorship in which the vacancy occurred and until a successor is elected and qualifies, subject
to any applicable requirements of the Investment Company Act.
Section 3.13 Compensation. Directors shall not receive any stated salary for
their services as directors but, by resolution of the Board of Directors, may receive compensation
per year and/or per meeting and for any service or activity they performed or engaged in as
directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular
or special meeting of the Board of Directors or of any committee thereof and for their expenses, if
any, in connection with such service or activity they performed or engaged in as directors; but
nothing herein contained shall be construed to preclude any directors from serving the Corporation
in any other capacity and receiving compensation therefor.
Section 3.14 Removal and Resignation of Directors. The stockholders may, at
any time, remove any director in the manner provided in the charter of the Corporation. Any
director of the Corporation may resign at any time by delivering his or her resignation to the
Board of Directors, the Chairman of the Board of Directors, or the Secretary of the Corporation.
Any resignation shall take effect immediately upon its receipt or at such later time specified in
the resignation. The acceptance of a resignation shall not be necessary to make it effective
unless otherwise stated in the resignation.
Section 3.15 Reliance. Each director and officer of the Corporation shall, in
the performance of his or her duties with respect to the Corporation, be entitled to rely on any
information, opinion, report or statement, including any financial statement or other financial
data, prepared or presented by an officer or employee of the Corporation whom the director or
officer reasonably believes to be reliable and competent in the matters presented, by a lawyer,
certified public accountant or other person, as to a matter which the director or officer
reasonably believes to be within the persons professional or expert competence, or, with respect
to a director, by a committee of the Board of Directors on which the director does not serve, as to
a matter within its designated authority, if the director reasonably believes the committee to
merit
13
confidence.
Section 3.16 Ratification. The Board of Directors or the stockholders may
ratify and make binding on the Corporation any action or inaction by the Corporation or its
officers to the extent that the Board of Directors or the stockholders could have originally
authorized the matter. Moreover, any action or inaction questioned in any stockholders derivative
proceeding or any other proceeding on the ground of lack of authority, defective or irregular
execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation,
the application of improper principles or practices of accounting, or otherwise, may be ratified,
before or after judgment, by the Board of Directors or by the stockholders, and if so ratified,
shall have the same force and effect as if the questioned action or inaction had been originally
duly authorized, and such ratification shall be binding upon the Corporation and its stockholders
and shall constitute a bar to any claim or execution of any judgment in respect of such questioned
action or inaction.
Section 3.17 Emergency Provisions. Notwithstanding any other provision in the
charter of the Corporation or these Bylaws, this Section 3.17 shall apply during the existence of
any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board
of Directors under Article III of these Bylaws cannot readily be obtained (an Emergency). During
any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of
Directors or a committee thereof may be called by any director or officer by any means feasible
under the circumstances; (ii) notice of any meeting of the Board of Directors during such an
Emergency may be given less than 24 hours prior to the meeting to as many directors and by such
means as may be feasible at the time, including publication, television or radio and (iii) the
number of directors necessary to constitute a quorum shall be one-third of the entire Board of
Directors.
ARTICLE IV.
COMMITTEES
COMMITTEES
Section 4.1 Number, Tenure and Qualifications. The Board of Directors may
appoint from among its members an Executive Committee, an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or
more directors, to serve at the pleasure of the Board of Directors.
Section 4.2 Powers. The Board of Directors may delegate to committees
appointed under Section 4.1 of this Article any of the powers of the Board of Directors, except as
prohibited by law.
Section 4.3 Meetings. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board of Directors. A majority 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 of Directors 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
14
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
director to act in the place of such absent member. Each committee shall keep minutes of its
proceedings.
Section 4.4 Telephone Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or other 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 4.5 Consent by Committees Without a Meeting. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors may be taken without
a meeting, if a consent in writing or by electronic transmission to such action is given by each
member of the committee is filed with the minutes of proceedings of such committee.
Section 4.6 Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any committee, to fill any
vacancy to designate an alternate member to replace any absent or disqualified member or to
dissolve any such committee. Subject to the power of the Board of Directors, the members of the
committee shall have the power to fill any vacancies on the committee.
ARTICLE V.
OFFICERS
OFFICERS
Section 5.1 General Provisions. The officers of the Corporation shall include
a President, a Chief Executive Officer, a Secretary and a Treasurer and may include one or more
Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, a Chief Investment Officer,
and one or more Managing Directors. In addition, the Board of Directors 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 Corporation shall be elected annually by the Board of Directors, except that the
Chief Executive Officer or President may from time to time appoint one or more Vice Presidents or
other officers. Each officer shall serve until his or her successor is elected and qualifies or
until his or her death or his or her resignation or removal in the manner hereinafter provided.
The same person may hold any two or more offices except President and Vice President. Election of
an officer or agent shall not of itself create contract rights between the Corporation and such
officer or agent.
Section 5.2 Removal and Resignation. Any officer or agent of the Corporation
may be removed, with or without cause, by the Board of Directors if in its judgment the best
interests of the Corporation 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 Corporation may
resign at any time by delivering his or her resignation to the Board of Directors, the Chairman of
the Board of Directors, 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
15
resignation shall not be necessary to make it effective unless otherwise stated in the
resignation. Such resignation shall be without prejudice to the contract rights, if any, of the
Corporation.
Section 5.3 Vacancies. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.
Section 5.4 Chief Executive Officer. The Board of Directors may designate a
Chief Executive Officer. In the absence of such designation, the President shall be the Chief
Executive Officer of the Corporation. The Chief Executive Officer shall have general
responsibility for implementation of the policies of the Corporation, as determined by the Board of
Directors, and for the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution
thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be otherwise executed, and in
general shall perform all duties incident to the office of Chief Executive Officer and such other
duties as may be prescribed by the Board of Directors from time to time.
Section 5.5 President. In the absence of a designation of a Chief Executive
Officer by the Board of Directors, the President shall be the Chief Executive Officer. He or she
may execute any deed, mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation 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 of Directors from time to time.
Section 5.6 Chief Financial Officer. The Board of Directors may designate a
Chief Financial Officer. The Chief Financial Officer shall have the responsibilities and duties as
determined by the Board of Directors or the Chief Executive Officer.
Section 5.7 Chief Investment Officer. The Board of Directors may designate a
Chief Investment Officer. The Chief Investment Officer shall have the responsibilities and duties
as determined by the Board of Directors or the Chief Executive Officer.
Section 5.8 Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors, committees of the Board of Directors, and
committees of the officers 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 any seal adopted by the Corporation; (d) keep a register
of the post office address of each stockholder which shall be furnished to the Secretary by such
stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned to him or her by the Chief
Executive Officer, the President or the Board of Directors.
Section 5.9 Treasurer. The Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and other
16
valuable effects in the name and to the credit of the Corporation in such depositories as may
be designated by the Board of Directors. In the absence of a designation of a Chief Financial
Officer by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. The Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall render to the
President and Board of Directors, at the regular meetings of the Board of Directors or whenever it
may so require, an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.
Section 5.10 Managing Directors. The Managing Directors, if any, shall serve
as officers of the Corporation. The Managing Directors shall perform such duties as shall be
assigned to them by the President, the Chief Executive Officer or the Board of Directors.
Section 5.11 Investment Committee and Other Committees. The President, Chief
Executive Officer, and Board of Directors shall appoint individuals to serve as members of the
Corporations Investment Committee. The Investment Committee shall perform such duties as required
to evaluate investments of the Corporation, and shall perform such duties as shall be assigned to
it by the President, the Chief Executive Officer or the Board of Directors. The President and
Chief Executive Officer may, from time to time, establish other committees.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 Contracts. The Board of Directors 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 Corporation 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 Corporation
when duly authorized or ratified by action of the Board of Directors and executed by an authorized
person.
Section 6.2 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 Corporation
shall be signed by such officer or agent of the Corporation in such manner as shall from time to
time be determined by the Board of Directors.
Section 6.3 Deposits. All funds of the Corporation not otherwise employed
shall be deposited or invested from time to time to the credit of the Corporation as the Board of
Directors, the Chief Executive Officer, the Chief Financial Officer or any other officer designated
by the Board of Directors may determine.
ARTICLE VII.
STOCK
STOCK
Section 7.1 Certificates; Required Information. Except as otherwise may be
provided by the Board of Directors, stockholders of the Corporation are not entitled to
certificates representing the shares of stock held by them. In the event that the Corporation
17
issues shares of stock represented by certificates, such certificates shall be in such form as
prescribed by the Board of Directors or a duly authorized officer, shall contain any information
required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted
by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the
extent then required by the MGCL, the Corporation shall provide to the record holders of such
shares a written statement of the information required by the Maryland General Corporation Law to
be included on stock certificates. There shall be no differences in the rights and obligations of
stockholders based on whether or not their shares are represented by certificates.
Section 7.2 Transfers When Certificates Issued. All transfers of shares of
stock shall be made on the books of the Corporation, by the holder of the shares, in person or by
his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may
prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The
issuance of a new certificate upon the transfer of certificated shares is subject to the
determination of the Board of Directors that such shares shall no longer be represented by
certificates. Upon the transfer of uncertificated shares, to the extent then required by the MGCL,
the Corporation shall provide to record holders of such shares a written statement of the
information required by the MGCL to be included on stock certificates. The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or interest in such
share or on the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Maryland. Notwithstanding the
foregoing, transfers of shares of any class or series of stock will be subject in all respects to
the charter of the Corporation and all of the terms and conditions contained therein.
Section 7.3 Replacement Certificate. The President, the Secretary, the
Treasurer or any other officer of the Corporation may direct a new certificate to be issued in
place of any certificate previously issued by the Corporation alleged to have been lost, stolen,
destroyed or mutilated upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen, destroyed or mutilated; provided, however, if such shares have
ceased to be certificated, no new certificate shall be issued unless requested in writing by such
stockholder and the Board of Directors has determined that such certificates may be issued. Unless
otherwise determined by an officer of the Corporation, the owner of such lost, stolen, destroyed or
mutilated certificate or certificates, or his or her legal representative, shall be required, as a
condition precedent to the issuance of a new certificate or certificates, to give the Corporation a
bond in such sums as it may direct as indemnity against any claim that may be made against the
Corporation.
Section 7.4 Closing of Transfer Books or Fixing of Record Date. The Board of
Directors may set, in advance, a record date for the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or determining stockholders entitled to
receive payment of any dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be not more than 90
days and, in the case of a meeting of stockholders, not less than ten days, before the date on
18
which the meeting or particular action requiring such determination of stockholders of record
is to be held or taken. When a record date for the determination of stockholders entitled to
notice of and to vote at any meeting of stockholders has been set as provided in this Section 7.4,
such record date shall continue to apply to the meeting if adjourned or postponed, except if the
meeting is adjourned to a date more than 120 days or postponed to a date more than 90 days after
the record date originally fixed for the meeting, in which case a new record date for such meeting
may be determined as set forth herein.
Section 7.5 Stock Ledger. The Corporation shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an original or duplicate
stock ledger containing the name and address of each stockholder and the number of shares of stock
of each class held by such stockholder.
Section 7.6 Fractional Stock; Issuance of Units. The Board of Directors may
issue fractional stock 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 charter of the
Corporation or these Bylaws, the Board of Directors may issue units consisting of different
securities of the Corporation. Any security issued in a unit shall have the same characteristics as
any identical securities issued by the Corporation, except that the Board of Directors may provide
that for a specified period securities of the Corporation issued in such unit may be transferred on
the books of the Corporation only in such unit.
ARTICLE VIII.
ACCOUNTING YEAR
ACCOUNTING YEAR
The Board of Directors shall have the power, from time to time, to fix the fiscal year of the
Corporation by a duly adopted resolution.
ARTICLE IX.
DISTRIBUTIONS
DISTRIBUTIONS
Section 9.1 Authorization. Dividends and other distributions upon the stock
of the Corporation may be authorized by the Board of Directors, subject to the provisions of law
and the charter of the Corporation. Dividends and other distributions may be paid in cash,
property or stock of the Corporation, subject to the provisions of law and the charter of the
Corporation.
Section 9.2 Contingencies. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation available for dividends
or other distributions such sum or sums as the Board of Directors may from time to time, in its
absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends,
for repairing or maintaining any property of the Corporation or for such other purpose as the Board
of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.
19
ARTICLE X.
SEAL
SEAL
Section 10.1 Seal. The Board of Directors may authorize the adoption of a
seal by the Corporation. The seal shall contain the name of the Corporation and the year of its
incorporation and the words Incorporated Maryland. The Board of Directors may authorize one or
more duplicate seals and provide for the custody thereof.
Section 10.2 Affixing Seal. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements 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 Corporation.
ARTICLE XI.
INDEMNIFICATION AND ADVANCE OF EXPENSES
INDEMNIFICATION AND ADVANCE OF EXPENSES
To the maximum extent permitted by Maryland law and the Investment Company Act, in effect from
time to time, the Corporation shall indemnify and, without requiring a preliminary determination of
the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance
of final disposition of a proceeding to (a) any individual who is a present or former director or
officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by
reason of his or her service in that capacity or (b) any individual who, while a director or
officer of the Corporation and at the request of the Corporation, serves or has served as a
director, officer, partner or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the
proceeding by reason of his or her service in any such capacity. The rights to indemnification and
advance of expenses provided by the charter of the Corporation and these Bylaws shall vest
immediately upon election of a director or officer. The Corporation may, with the approval of its
Board of Directors or any duly authorized committee thereof, provide such indemnification and
advance for expenses to a person who served a predecessor of the Corporation in any of the
capacities described in (a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation upon receipt of an undertaking by or on behalf of such indemnified
person to repay amounts that have so been paid if it is ultimately determined that indemnification
of such expenses is not authorized under these Bylaws. The indemnification and payment or
reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any
way other rights to which any person seeking indemnification or payment of expenses may be or may
become entitled under any bylaw, regulation, insurance, agreement or otherwise. Neither the
amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the
Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in
any respect the applicability of the preceding paragraph with respect to any act or failure to act
that occurred prior to such amendment, repeal or adoption. Any indemnification or payment or
reimbursement of expenses made pursuant to these Bylaws shall be subject to applicable requirements
of the Investment Company Act.
20
ARTICLE XII.
WAIVER OF NOTICE
WAIVER OF NOTICE
Whenever any notice of a meeting is required to be given pursuant to the charter of the
Corporation or these Bylaws 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, 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 XIII.
INSPECTION OF RECORDS
INSPECTION OF RECORDS
A stockholder who is otherwise eligible under the MGCL to inspect certain books and records of
the Corporation shall have no right to inspect any such books and records if the Board of Directors
determines that such stockholder has an improper purpose for such inspection.
ARTICLE XIV.
INVESTMENT COMPANY ACT
INVESTMENT COMPANY ACT
If and to the extent that any provision of the MGCL, including, without limitation, Subtitle 6
and, if then applicable, Subtitle 7, of Title 3 of the MGCL, or any provision of the charter of the
Corporation or these Bylaws conflicts with any provision of the Investment Company Act, the
applicable provision of the Investment Company Act shall control.
ARTICLE XV.
AMENDMENT OF BYLAWS
AMENDMENT OF BYLAWS
The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision
of these Bylaws and to make new Bylaws.
21