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Form 8-K

sec.gov
SSSSL SSSS The article is a Form 8-K filing, which is a report of unscheduled material events or corporate changes. It does not contain sentiment-based information about the company's performance or outlook.

8-K — SURO CAPITAL CORP.

Accession: 0001493152-26-030285

Filed: 2026-06-26

Period: 2026-06-26

CIK: 0001509470

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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0001509470

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2026-06-26

2026-06-26

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2026-06-26

2026-06-26

0001509470

SSSS:Sec6.00NotesDue2026Member

2026-06-26

2026-06-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

June

26, 2026 (June 23, 2026)

SURO

CAPITAL CORP.

(Exact

name of registrant as specified in its charter)

Maryland

1-35156

27-4443543

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

640

Fifth Avenue

12th

Floor

New

York, NY 10019

(Address

of principal executive offices and zip code)

Registrant’s

telephone number, including area code: (650) 235-4769

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

symbol:

Name

of each exchange on which registered:

Common

Stock, par value $0.01 per share

SSSS

Nasdaq

Global Select Market

6.00%

Notes due 2026

SSSSL

Nasdaq

Global Select Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

5.03

Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Articles

of Amendment

On

June 23, 2026, SuRo Capital Corp. (the “Company”) filed Articles of Amendment (the “Articles of

Amendment”) to its Articles of Amendment and Restatement, as amended (the “Charter”), with the

Maryland State Department of Assessments and Taxation. The Articles of Amendment will become effective on July 1, 2026, at which time

the Company will change its name to “Neostellar Capital Corp.” (the “Name Change”). In accordance

with the Maryland General Corporation Law (the “MGCL”) and the Charter, the Company’s board of directors

(the “Board of Directors”) approved the Name Change and the Articles of Amendment. Stockholder approval was

not required.

Trading

Symbol

In

connection with the Name Change, beginning on or about July 1, 2026, the trading symbols for the Company’s common stock (the “Common

Stock”) and the Company’s 6.00% Notes due 2026 (the “2026 Notes”) on the Nasdaq Global

Select Market will change from “SSSS” to “NSLR” and from “SSSSL” to “NSLRL,” respectively.

Third

Amended and Restated Bylaws

Effective

July 1, 2026, the Company will amend and restate its Second Amended and Restated Bylaws to reflect the Name Change (the “Third

Amended and Restated Bylaws”). In accordance with the MGCL and the Company’s Second Amended and Restated Bylaws,

the Board of Directors approved the Third Amended and Restated Bylaws. Other than changes to reflect the Name Change, the Third Amended

and Restated Bylaws do not amend any provision of the Company’s Second Amended and Restated Bylaws. Stockholder approval was not

required.

The

foregoing descriptions of the Articles of Amendment and the Third Amended and Restated Bylaws do not purport to be complete and are qualified

in their entirety by reference to the full text of the Articles of Amendment and the Third Amended and Restated Bylaws, which are attached

hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial

Statements and Exhibits.

Exhibit

No.

Description

3.1

Articles of Amendment

3.2

Third Amended and Restated Bylaws

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:

June 26, 2026

SURO

CAPITAL CORP.

By:

/s/

Allison Green

Allison

Green

Chief Financial Officer, Treasurer

and Corporate Secretary

​

EX-3.1

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

SuRo

Capital Corp.

Articles

of Amendment

SuRo

Capital Corp., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland,

hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:

The Corporation desires to, and does hereby, amend its charter (the “Charter”) as currently in effect as hereafter

set forth.

SECOND:

The Charter is hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which

reads as follows:

ARTICLE

II

NAME

The

name of the corporation (the “Corporation”) is:

Neostellar

Capital Corp.

THIRD:

The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors of the Corporation

as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation pursuant to Section

2-605 of the Maryland General Corporation Law.

FOURTH:

These Articles of Amendment shall become effective at 12:01 a.m. (E.S.T.) on July 1, 2026.

[Remainder

of Page Intentionally Left Blank]

IN

WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief

Executive Officer and President and attested to by its Chief Financial Officer, Treasurer and Corporate Secretary on June 23, 2026.

SURO CAPITAL CORP.

By:

/s/

Mark D. Klein

Mark D. Klein

Chief Executive Officer and President

Attest:

/s/

Allison Green

Allison Green

Chief Financial Officer, Treasurer and

Corporate Secretary

EX-3.2

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

NEOSTELLAR

CAPITAL CORP.

THIRD

AMENDED AND RESTATED BYLAWS

July

1, 2026

ARTICLE

I

OFFICES

Section

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

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

Section

1. PLACE. All meetings of 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. ANNUAL MEETING. Commencing with the 2011 annual meeting of stockholders of the Corporation, an annual meeting of the stockholders

for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at

the time set by the Board of Directors.

Section

3. SPECIAL MEETINGS.

(a)

General. The Chairman of the Board, the chief executive officer, the president or the Board of Directors may call a special meeting

of the stockholders. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary

of the Corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be

cast 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 (the “Request

Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on

at it, 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 that must be disclosed in solicitations of proxies for election of directors

in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A

(or any successor provision) under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, the

Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after

the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. 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, one or more written requests for a special meeting signed by 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 (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 (a) shall 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) shall bear the date of signature of each such stockholder (or such agent) signing

the Special Meeting Request, (c) shall set forth the name and address, as they appear in the Corporation’s books, of each stockholder

signing such request (or on whose behalf the Special Meeting Request is signed) and the class, series and number of all shares of stock

of the Corporation which are owned by each such stockholder, and the nominee holder for, and number of, shares owned by such stockholder

beneficially but not of record, (d) shall be sent to the secretary by registered mail, return receipt requested, and (e) shall be received

by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying

the revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation

delivered to the secretary.

(3)

The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of meeting

(including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request

and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary

receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

2

(4)

Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the Chairman

of the Board, the chief executive officer, the president or the Board of Directors, whoever has called the meeting. 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 be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and

provided further that if the Board of 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, the chief executive

officer, the president or the Board of Directors may consider such factors as he, she or it deems 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 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 Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of

paragraph (3) of this Section 3(b).

(5)

If written revocations of the Special Meeting Request

have been delivered to the secretary and the result is that 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, 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 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 mailed and if the secretary first sends to all requesting stockholders

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 of Directors, the Chairman of the Board or the president 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 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 Corporation that the valid requests received by the secretary

represent, as of the Request Record Date, not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall

in any way be construed to suggest or imply that the 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).

3

(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. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary 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

written or printed notice stating 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 for which the meeting is called, either by mail, by presenting it to such stockholder personally, by leaving

it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice

shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address

as it appears on the records of the Corporation, with postage thereon prepaid. A single notice shall

be effective as to all stockholders who share an address, except to the extent that a stockholder at such address objects to such single

notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity

of any meeting fixed in accordance with this Article II, or the validity of any proceedings at any such meeting.

Subject

to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being

specifically designated in the notice, 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. The Corporation may postpone or cancel

a meeting of stockholders by making a “public announcement” (as defined in Section 11(c)(3)) of such postponement or cancellation

prior to the meeting.

Section

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, 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 stockholders by the vote of a majority of the votes cast by stockholders present in person or

by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistant

secretaries, 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 assistant

secretary, or, in the absence of assistant secretaries, an individual appointed by the Board of Directors 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 stockholders 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 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 and 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 the polls should be opened and 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.

4

Section

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 the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders, except with

respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a 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. This section shall not affect any requirement under

any statute or the charter of the Corporation for the vote necessary for the adoption of any measure.

If,

however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to (a)

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 or (b) conclude the meeting without adjournment to another date. If a meeting is adjourned and a quorum is present at

such adjournment, 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 convened, may continue to transact business

until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section

7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present

shall be 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 in the charter, each outstanding

share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

Section

8. PROXIES. A stockholder may cast the votes entitled to be cast by the holder of the shares of stock owned of record by the stockholder

in person or by proxy executed by the stockholder or by the stockholder’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 Corporation before or at the meeting.

No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

5

Section

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 as such 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

10. INSPECTORS. The Board of Directors or the chair of the meeting may 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 chair of the meeting, (iv) hear and determine

all challenges and questions arising in connection with the right to vote, and (v) do such acts

as are proper to conduct the election or vote with fairness to all stockholders. 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.

6

Section

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 Corporation’s

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 by the stockholder as 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 stockholder pursuant to clause (iii) of paragraph

(a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such

other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set

forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the

Corporation not earlier than the 150th day prior to the first anniversary of the date of the proxy statement for the preceding

year’s annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the

date of the proxy statement for the preceding year’s annual meeting; provided, however, that in the event that the date of the

annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual

meeting (or if an annual meeting has not previously been held), notice by the stockholder to be timely must be so delivered not earlier

than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the

120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the

date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence

a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business

address and residence address of such individual, (B) the class, series and number of any shares of stock of the Corporation that are

beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition, (D) whether

such stockholder believes any such individual is, or is not, an “interested person” of the Corporation, 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 of Directors or any committee thereof or any authorized

officer of the Corporation, to make such determination and (E) all other information relating to such individual that is required to

be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved),

or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the 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 director if

elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the

reasons for proposing such business at the meeting and any material interest in such business of such stockholder and 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 and any Stockholder Associated Person, (A) the class, series

and number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person, if

any, (B) the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder

Associated Person, (C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into

by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of

shares) has been made, the effect or intent of which is to mitigate loss to or manage risk of share price changes for, or to increase

the voting power of, such stockholder or any such Stockholder Associated Person with respect to any shares of stock of the Corporation

(collectively, “Hedging Activities”) and (D) a general description of whether and the extent to which such stockholder or

such Stockholder Associated Person has engaged in Hedging Activities with respect to shares of stock or other equity interests of any

other company; (iv) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or (iii) of

this paragraph (2) of this Section 11(a), (A) the name and address of such stockholder, as they appear on the Corporation’s stock

ledger and current name and address, if different, and of such Stockholder Associated Person; and (B) the investment strategy

or objective, if any, of such stockholder or Stockholder Associated Person and a copy of the prospectus, offering memorandum or similar

document, if any provided to investors or potential investors in such stockholder or 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 stockholder’s notice.

7

(3)

Notwithstanding anything in this subsection (a) of this Section 11 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 130 days prior to the first anniversary of the date of the proxy statement for the preceding

year’s annual meeting, a stockholder’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 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 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling,

directly or indirectly, or 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 and (iii) any person controlling, controlled by or under common control with such

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 Corporation’s notice of meeting. 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 (i) pursuant to the Corporation’s

notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined

that directors shall be elected at such special meeting, 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 11 and at the time of the special meeting, who is entitled to vote at the meeting

and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of

stockholders for the purpose of electing one or more individuals to 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 Corporation’s notice of meeting, if the stockholder’s

notice required by paragraph (a)(2) of this Section 11 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 of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement

of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice

as described above.

(c)

General. (1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a Director

or any proposal for other business at a meeting of stockholders shall be inaccurate to a material extent, such information may be deemed

not to have been provided in accordance with this Section 11. Upon written request by the secretary or the Board of Directors, any stockholder

proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders 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 11 and (B) a written update of any information previously submitted

by the stockholder pursuant to this Section 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 11.

(2)

Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors,

and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in 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, “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 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 11. Nothing

in this Section 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 Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange

Act.

8

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 stockholder shall demand that voting be by ballot.

Section

13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Subtitle

7 of Title 3 of the Maryland General Corporation Law (the “MGCL”), or any successor statute, shall not apply to any acquisition

by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or

after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior

or subsequent control share acquisition.

ARTICLE

III

DIRECTORS

Section

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

Section

2. NUMBER, TENURE AND QUALIFICATIONS. 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 thereof shall never

be less than one, nor more than nine, and further provided that the tenure of office of a director shall not be affected by any decrease

in the number of directors.

Section

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

4. SPECIAL MEETINGS. Special meetings of the Board of Directors 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 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.

9

Section

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 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

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 such 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 convened may continue to transact business until adjournment, notwithstanding

the withdrawal of enough directors to leave less than a quorum.

Section

7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of

the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute or the charter.

If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority

of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the

concurrence of a greater proportion is required for such action by applicable statute or the charter.

Section

8. ORGANIZATION. At each meeting of the Board of Directors, the Chairman of the Board or, in the absence of the Chairman, the

Vice Chairman of 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 director chosen

by a majority of the directors present, shall act as Chairman. The secretary or, in his or her absence, an assistant secretary of the

Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the Chairman, shall act as secretary

of the meeting.

10

Section

9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar 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 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.

Section

10. WRITTEN CONSENT BY DIRECTORS. 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 to such action is given in writing or by electronic transmission and is filed with the minutes

of proceedings of the Board of Directors; provided however, this Section 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.

Section

11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation

or affect these Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation’s election in Article

IV of the charter, subject to applicable requirements of the Investment Company Act, except as may be provided by the Board of Directors

in setting the terms of any class or series of preferred stock, (a) any vacancy on the Board of Directors may be filled only by a majority

of the remaining directors, even if the remaining directors do not constitute a quorum and (b) any director elected to fill a vacancy

shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section

12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board

of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased

by the Corporation 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 each property visit and any other 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

13. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company,

savings and loan association, or other institution with whom moneys or stock have been deposited.

Section

14. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the

performance of any of his or her duties.

Section

15. RELIANCE. Each director and officer of the Corporation shall, in the performance

of his or her duties with respect to the Corporation, 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 person’s professional

or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve,

as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

11

Section

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,

or the application of improper principles or practices of accounting, may be ratified, before or after judgment, by the Board of Directors

or by the stockholders 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

17 . EMERGENCY PROVISIONS. Notwithstanding any other provision in the charter or these Bylaws, this Section 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

Section

1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit

Committee, a Nominating and Corporate Governance Committee, a Valuation Committee and other committees, composed of one or more directors,

to serve at the pleasure of the Board of Directors.

Section

2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the

Board of Directors, except as prohibited by law.

Section

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

A 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 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.

12

Section

4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference

telephone or similar 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 of Directors

may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each member of the committee

and is filed with the minutes of proceedings of such committee.

Section

6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership

of any committee, to fill any vacancy, to designate one or more alternate members 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

Section

1. GENERAL PROVISIONS. The officers of the Corporation 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 of Directors

may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The Board of Directors

may designate a Chairman of the Board and a Vice Chairman of the Board, who shall not, solely by reason of such designation, be officers

of the Corporation but shall have such powers and duties as determined by the Board of Directors from time to time. The officers of the

Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to

time appoint one or more vice presidents, assistant secretaries, assistant treasurers or other officers. Each officer shall serve until

his or her successor is elected and qualifies or 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 Corporation and such officer or agent.

13

Section

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 giving written notice of

his or her resignation to the Board of Directors, 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 Corporation.

Section

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

Section

4. 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. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall

have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section

6. 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

7. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall

have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section

8. CHIEF COMPLIANCE OFFICER. The chief compliance officer, subject to the direction of and reporting to the Board of Directors,

shall be responsible for the oversight of the Corporation’s compliance with the Federal securities laws. The designation, compensation

and removal of the chief compliance officer must be approved by the Board of Directors, including a majority of the directors who are

not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of the Corporation.

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.

14

Section

9. 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

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 of Directors. The Board of Directors 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 stockholders, the Board of Directors and committees

of the Board of Directors 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 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 by the chief executive officer, the president or by the Board of Directors.

Section

12. TREASURER. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation

and shall deposit all moneys and other 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

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 of Directors.

15

ARTICLE

VI

CONTRACTS,

LOANS, CHECKS AND DEPOSITS

Section

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 authorized or ratified by action of the

Board of Directors 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 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

3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation

in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE

VII

STOCK

Section

1. CERTIFICATES; REQUIRED INFORMATION. The Corporation may issue some or all of the shares of any or all of the Corporation’s

classes or series of stock without certificates if authorized by the Board of Directors. In the event that the Corporation 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 the statements and information required by the Maryland General Corporation Law (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 MGCL 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. If a class or series of

stock is authorized by the Board of Directors to be issued without certificates, no stockholder shall be entitled to a certificate or

certificates representing any shares of such class or series of stock held by such stockholder unless otherwise determined by the Board

of Directors and then only upon written request by such stockholder to the secretary of the Corporation.

Section

2. TRANSFERS. All transfers 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.

16

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

3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place

of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon

the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, destroyed, stolen or mutilated; provided,

however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder

and the Board of Directors has determined such certificates may be issued. Unless otherwise determined by an officer of the Corporation,

the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required,

as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may

direct as indemnity against any claim that may be made against the Corporation.

Section

4. 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 which the meeting or particular action requiring such

determination of stockholders of record is to be held or taken.

When

a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination

shall apply to any adjournment or postponement thereof, except when the meeting is adjourned or postponed to a date more than 120 days

after the record date fixed for the original meeting, in which case a new record date shall be determined as set forth herein.

Section

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 share ledger containing the name and address of each stockholder and the number of shares of each class

held by such stockholder.

17

Section

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 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

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

Section

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.

Section

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.

ARTICLE

X

SEAL

Section

1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the

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

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.

18

ARTICLE

XI

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 such corporation, real estate investment trust, 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 that capacity. 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. The indemnification and payment

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 which occurred prior to such amendment, repeal or adoption.

No

provision of this Article XI shall be effective to protect or purport to protect any director or officer of the Corporation against liability

to the Corporation or its stockholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross

negligence or reckless disregard of the duties involved in the conduct of his or her office.

ARTICLE

XII

WAIVER

OF NOTICE

Whenever

any notice 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, 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

XIII

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 or these Bylaws conflicts with any provision of the Investment Company Act, the applicable

provision of the Investment Company Act shall control.

ARTICLE

XIV

AMENDMENT

OF BYLAWS

The

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

Bylaws.

19

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