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
March 6, 2024
Date of Report (Date of earliest event
reported)
Lazard Global Total Return and Income
Fund, Inc.
(Exact name of registrant as specified
in its charter)
| Maryland | | 811-21511 | | 20-0655447 |
| (State of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
30 Rockefeller Plaza
New York, New York 10112
(Address of principal executive offices) (Zip Code)
(800) 823-6300
(Registrant’s telephone number,
including area code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | | LGI | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 By-Laws;
Change in Fiscal Year.
On February 28, 2024, the Fund’s
By-Laws were amended to: (i) remove Article II Section 14 Maryland Control Acquisition Act from the By-Laws and (ii) revise Article
XIV Exclusive Forum for Certain Litigation.
An investment in the Fund involves risk,
including loss of principal. Investment return and the value of shares will fluctuate. Any commentary provided in this press release
is for informational purposes only.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC. |
| |
|
|
|
|
|
|
| Date: March 6, 2024 |
|
|
|
By: |
|
/s/ Jessica A. Falzone
|
| |
|
|
|
|
|
Name: Jessica A. Falzone |
| |
|
|
|
|
|
Title: Assistant Secretary |
false
--10-31
0001278211
0001278211
2024-03-06
2024-03-06
Exhibit 5.03
Lazard
Global Total Return and Income Fund, Inc.
BYLAWS
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 in accordance with these Bylaws and stated in the notice of the meeting.
Section 2. ANNUAL
MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers
of the Corporation shall be held on the date and at the time and place set by the Board of Directors.
Section 3. SPECIAL
MEETINGS.
(a) General.
Each of the chair of the board, president or the Board of Directors may call a special meeting of stockholders. Except as provided
in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set
by the chair of the board, president or the Board of Directors, whoever has called the meeting. Subject to subsection (b) of this
Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on 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 (the “Special Meeting Percentage”).
(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 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, and the rules and
regulations promulgated thereunder (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 30 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 30th day after the first date on
which a Record Date Request Notice is received by the secretary or, if such 30th day is not a Business Day (as defined below),
on the first preceding Business Day.
(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 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 the Special Meeting Percentage shall be delivered to the secretary. In addition, the Special Meeting Request shall
(a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful
matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder
(or such agent) signing the Special Meeting Request, (c) set forth (i) 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), (ii) the class, series
and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii)
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 of
the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered
to the secretary.
(3) The secretary shall
inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the 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 preparation and mailing or delivery of such notice
of the meeting.
(4)
In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”),
such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however,
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 a Stockholder-Requested
Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding any request for 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 or, if such 30th day after the Delivery Date is not a Business Day (as defined below), the first preceding
Business Day, 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 on the matter to the secretary: (i) if the notice of meeting has not already been
delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have
not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice
of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for
a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the
Corporation’s intention to revoke the notice of the meeting or for the chair of the meeting to adjourn the meeting without
action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement
of the meeting or (B) the chair of the meeting may call the meeting to order and adjourn the meeting from time to time without
acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall
be considered a request for a new special meeting.
(6) The chair of the
board, president or Board of Directors may appoint regionally or nationally recognized 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 deemed to have been received by the secretary until the earlier of (i) five Business Days after
actual 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 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).
(7) For purposes of
these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order to close.
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
notice in writing or by electronic transmission 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, by mail, by presenting it to such
stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission
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. 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.
The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to
any stockholder at such address, unless such stockholder objects to receiving such single notice. Failure to give notice of any
meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in
accordance with this Article II or the validity of any proceedings at any such meeting. Such notice will also specify the means
of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at 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 this Article II) of such postponement
or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less
than ten days prior to such date and otherwise in the manner set forth in this section.
Section 5. ORGANIZATION
AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chair
of the meeting or, in the absence of such appointment or appointed individual, by the chair of the board or, in the case of a vacancy
in the office or absence of the chair of the board, by one of the following individuals present at the meeting in the following
order: the lead independent director, if there is one, the president, the vice presidents in their order of rank and, within each
rank, in their order of seniority, the secretary, the chief financial officer, the treasurer or, in the absence of such officers,
a chair 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 case of a vacancy in the office or absence of the secretary, an assistant secretary or an individual appointed
by the Board of Directors or the chair of the meeting shall act as secretary. In the event that the secretary presides at a meeting
of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board
of Directors or the chair of the meeting, shall record the minutes of the meeting. Even if present at the meeting, the person holding
the office named herein may delegate to another person the power to act as chair or secretary of the meeting. The order of business
and all other matters of procedure at any meeting of stockholders shall be determined by the chair of the meeting. The chair of
the meeting may prescribe such rules, regulations and
procedures and take such action as, in
the discretion of the chair 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
or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals
as the chair of the meeting may determine; (c) recognizing speakers at the meeting and determining when and for how long speakers
and any individual speaker may address the meeting; (d) determining when and for how long the polls should be opened and when the
polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting;
(f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set
forth by the chair of the meeting; (g) concluding a meeting or recessing or adjourning the meeting (with respect to one or more
matters to be considered at such meeting), whether or not a quorum is present, to a later date and time and at a place announced
at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise
determined by the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with any rules
of parliamentary procedure.
Section 6. QUORUM.
The presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting
(without regard to class) shall constitute a quorum at any meeting of the stockholders, except with respect to any matter that,
under applicable law or regulatory requirements or the charter of the Corporation (the “Charter”), requires approval
by a separate vote of the holders of one or more classes of stock, in which case the presence in person or by proxy of stockholders
entitled to cast a majority of the votes entitled to be cast by holders of stock of each such class on such a matter shall constitute
a quorum. This section shall not affect any requirement under law or the Charter for the vote necessary for the approval of any
matter.
If, however, such quorum
is not established at any meeting of the stockholders, the chair of the meeting may adjourn the meeting sine die or 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 has been established, may continue
to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than
required to establish 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; provided, however, in connection with any election in which the Board of Directors has determined that the
number of nominees for election as a director at such meeting exceeds the number of directors to be elected at such meeting, each
nominee for election as a director at such meeting of stockholders shall be elected by a majority of the votes entitled to be cast
in the election of directors. Each share entitles the holder thereof to cast one vote for as many individuals as there are directors
to be elected and for whose election the holder of such share is entitled to vote. 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 a different number or proportion is required by any law or the Charter. Unless otherwise provided by
any law or the Charter, each outstanding share, regardless of class, entitles the holder thereof to cast one vote on each matter
submitted to a vote at a meeting of stockholders and fractional shares shall be entitled to a proportionate fractional vote on
any matter submitted to a vote of stockholders.
Section 8. PROXIES.
A stockholder of record may cast votes 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.
Section 9. VOTING
OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability company, partnership,
joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member,
manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless
some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body 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 trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name,
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 by the Corporation of such certification, the
person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder 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 to the inspector. Except as otherwise provided by the chair of the meeting, the inspectors, if any, shall (a)
determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies,
(b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chair of the meeting, (d) hear and determine
all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct
the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more
than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of
the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.
Section 11. ADVANCE
NOTICE OF 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 at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the
annual meeting, 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 (and any postponement or adjournment thereof), 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 11(a).
(2)
In addition to complying with any other requirements under all applicable federal and state laws, including the Exchange Act, and
the Charter and these Bylaws, for any nomination 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, in the case of any such other business, 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 nor later than 5:00 p.m., Eastern
Time, on the 120th day prior to the first
anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) 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, in order for notice by the stockholder
to be timely, such notice must be so delivered not earlier than the 150th
day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th
day prior to the date of such annual meeting, as originally convened, or the 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. If a stockholder
of record is entitled to vote only for a specific class or category of directors at a meeting (annual or special), such stockholder’s
right to nominate one or more individuals for election as a director at the meeting shall be limited to such class or category
of directors.
(3) 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 (each, a “Proposed Nominee”),
(A) 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 Regulation 14A (or any successor provision) under the
Exchange Act;
(B) a representation
that the Proposed Nominee is not and will not be an “interested person” of the Corporation (as defined in the Investment
Company Act of 1940, as amended (the “1940 Act”)), and information regarding the Proposed Nominee that will be sufficient,
in the discretion of the Board of Directors, for the Corporation to confirm such representation; and
(C) a representation
that the Proposed Nominee meets all applicable legal requirements relevant to service as a director, including, but not limited
to, the rules adopted by the principal listing exchange (if any) upon which Corporation’s securities are listed, Rule 10A-3
under the Exchange Act (or any successor provision thereto), Article 2-01 of Regulation S-X under the Exchange Act with respect
to the Corporation’s independent registered public accounting firm (or any successor provision thereto) and any other criteria
established by the 1940 Act related to service as a director of a management investment company or the permitted composition of
the board of directors of a management investment company, together with information regarding such Proposed Nominee that will
be sufficient, in the discretion of the Board of Directors, to confirm such representation;
(ii) as to any other
business that the stockholder proposes to bring before the meeting,
(A) a description of
such business (including the text of any resolution proposed for consideration), the stockholder’s 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; and
(B) whether the stockholder
has received any financial assistance, funding or other consideration from any Stockholder Associated Person in respect of the
proposal and the details thereof;
(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 “Company
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 Company 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 Company Securities of any such person;
(B) the nominee holder
for, and number of, any Company 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 twelve 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) Company Securities or (y) any security of any other closed-end investment company (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 person’s economic interest in the Company
Securities (or, as applicable, in any Peer Group Company); and
(D) any substantial
interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship
with the 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 Company 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;
(iv) as to the stockholder
giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this
paragraph (3) of this Section 11(a) and any Proposed Nominee,
(A) the name and address
of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address,
if different, of each such Stockholder Associated Person and any Proposed Nominee;
(B) the investment
strategy or objective, if any, of such stockholder 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;
(C) a description of
all agreements, arrangements and understandings (whether written or oral) and relationships with respect to the nomination or proposal
between or among the stockholder, any Stockholder Associated Person, and any other person or persons (including their names) in
connection with the nomination or proposal of such business, and any material interest of such person in such nomination or business,
including any anticipated benefit therefrom to such person; and
(D) a description of
all commercial and professional relationships and transactions between or among the stockholder and any Stockholder Associated
Person, and any other person or persons known to such stockholder or any such Stockholder Associated Person to have a material
interest in the matter that is the subject of such notice; 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.
(4) Such stockholder’s
notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i)
certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with
any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed
to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee
questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice
and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed Nominee as a 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 Regulation 14A
(or any successor provision) under the Exchange Act, or would
be required pursuant to the rules of any
national securities exchange or over-the-counter market on which the Corporation’s securities are listed or traded).
(5) The Proposed Nominee
shall, as required by the Board of Directors, sit for an interview with one or more directors or their representatives, which interview
may, in the discretion of the Board of Directors, be conducted by means of remote communication. Refusal by a Proposed Nominee
to participate in such interview will render the nomination ineffective for failure to satisfy the requirements of these Bylaws.
The Proposed Nominee shall, as required by the Board of Directors, consent to and cooperate with a background screening conducted
by a background screening company selected by the Board of Directors with experience in conducting background screenings of public
company directors. Refusal by a Proposed Nominee to cooperate with such a background screening will render the nomination ineffective
for failure to satisfy the requirements of these Bylaws.
(6) For a stockholder
notice to comply with the requirements of this Section 11, each of the requirements of this Section 11 shall be directly and expressly
responded to and such stockholder notice must clearly indicate and expressly reference, for all information disclosed in the stockholder
notice, the provisions of this Section 11 for which such information is provided.
(7) 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 (as defined in Section 11(c)(3) of this Article II) 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.
(8) For purposes of
this Section 11, “Stockholder Associated Person” of any stockholder means (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 depositary) and (iii) any person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person or is an
officer, director, partner, member, employee or agent of such stockholder or 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 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
3 of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record
at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting,
at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or
adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied
with the notice procedures set forth in this Section 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, containing the information required by paragraphs (a)(3) and (4) 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. Any individual nominated
in accordance with this paragraph (b) of this Section 11 shall be obligated to comply with paragraph (a)(5) of this Section 11.
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 in any material respect, or if the stockholder otherwise
fails to comply with this Section 11, such information, nomination or proposal may be deemed not to have been provided or made
in accordance with this Section 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 of the Corporation
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 11, and (B) a written update of any information (including, if requested by the Corporation, written confirmation
by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) 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 chair 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. Determinations by the
chair of the meeting with respect to compliance of any proposed nomination or business and/or any information submitted to the
Corporation by a stockholder or a Proposed Nominee pursuant to this Section 11 shall be final and binding unless determined by
a court of competent jurisdiction to have been made in bad faith.
(3) For purposes of
this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s
proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by
the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (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 1940 Act.
(4) Notwithstanding
the foregoing provisions of this Section 11, and in addition to the requirements thereof, a stockholder shall also have complied
with all applicable requirements of state law and of the 1940 Act and the Exchange Act with respect to the acquisition, holding
or voting of shares, the disclosure of beneficial ownership of shares or changes therein, the disclosure of any intention to make
any proposals with respect to the Corporation or that would affect the management or control of the Corporation, all other required
disclosures, and the solicitation of proxies or written consents, or otherwise related 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, or 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. Nothing in this Section 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.
(5) Notwithstanding
anything in these Bylaws to the contrary, except as otherwise determined by the chair of the meeting, if the stockholder giving
notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each
nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.
Section 12. VOTING
BY BALLOT. Voting on any question or in any election may be viva voce unless the chair of the meeting shall order or
any stockholder shall demand that voting be by ballot.
Section 13. MEETINGS
BY REMOTE COMMUNICATION. The Board of Directors or chair of the meeting may permit one or more stockholders to participate
in a meeting by means of a conference telephone or other communications equipment in any manner permitted by Maryland law. In addition,
the Board of Directors may determine that a meeting not be held at any place, but instead may
be held solely by means of remote communications
in any matter permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.
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
AND TENURE. 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 the minimum number required by the Maryland General Corporation Law (the “MGCL”)
nor more than 25, and further provided that the tenure of office of a director shall not be affected by any decrease in the number
of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors,
the chair of the board or the secretary. 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. REGULAR
MEETINGS. 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 or as otherwise determined at the direction of the Board of Directors.
Section 4. SPECIAL
MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chair of the board, the president,
a majority of the directors then in office or other persons authorized by the Board of Directors. 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.
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 is 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 any law, the Charter 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 or such other percentage of such group.
The directors present
at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish 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 any law, the Charter or
these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish 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 any law,
the Charter or these Bylaws.
Section 8. ORGANIZATION.
At each meeting of the Board of Directors, the chair of the board or, in the absence of the chair, the vice chair of the board,
if any, shall act as chair of the meeting. In the absence of both the chair and vice chair of the board, the president or, in the
absence of the president, a director chosen by a majority of the directors present, shall act as chair of the meeting. 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,
an individual appointed by the chair of the meeting, shall act as secretary of the meeting.
Section 9. CHAIR.
The Board of Directors may designate from among its members a chair and a vice chair 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 specified in these Bylaws or determined
by the Board of Directors from time to time.
Section 10. MEETINGS
BY TELEPHONE OR OTHER COMMUNICATIONS EQUIPMENT. 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, except as otherwise required by applicable law.
Section 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 to such action is given in writing or by electronic transmission by each director and is
filed with the minutes of proceedings of the Board of Directors.
Section 12. VACANCIES.
If for any reason any or all of 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. Subject to applicable requirements of the 1940 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 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 (including telephonic meetings) 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 any service or
activity they perform or engage 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 14. 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 15. 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 16. 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.
Section 17. RATIFICATION.
The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”)
by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized
the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification
shall be binding upon the Corporation and its stockholders. Any Act questioned in any 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 such ratification shall constitute a bar to any claim or execution of any judgment in respect of such
questioned Act.
Section 18. EMERGENCY
PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 18 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, (a) 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; (b) 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 (c) 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 one or more 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. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or
all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate
in its sole and absolute discretion.
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 chair of any committee, and committee meetings shall be called by persons authorized by the Board of Directors or such
committee.
Section 4. MEETINGS
BY TELEPHONE OR OTHER COMMUNICATIONS EQUIPMENT. 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, except as
otherwise required by applicable law.
Section 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 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 appoint the chair 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.
ARTICLE V
OFFICERS
Section 1. GENERAL
PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include one
or more vice presidents, a chief financial 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 officers of the Corporation, including any officers elected to fill a vacancy among the officers, shall be elected
by the Board of Directors, except that the president may from time to time appoint one or more vice presidents, assistant secretaries
and assistant treasurers or any other officers. Each officer shall serve for the term specified by the Board of Directors or the
appointing officer or, if no such term is specified, 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. 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.
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 delivering his or her
resignation to the Board of Directors, the chair 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 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. PRESIDENT.
The president shall be 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 president and such
other duties as may be prescribed by the Board of Directors from time to time.
Section 5. 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 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 6. 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 or her by the president or the Board of Directors.
Section 7. CHIEF
FINANCIAL OFFICER. Subject to the provisions of any contract that may be entered into with any custodian pursuant to authority
granted by the Board of Directors, if a chief financial officer is elected by the Board of Directors, he or she shall have charge
of all receipts and disbursements of the Corporation and shall have or provide for the custody of the Corporation’s funds
and securities; he or she shall have full authority to receive and give receipts for all money due and payable to the Corporation,
and to endorse checks, drafts, and warrants, in its name and on its behalf and to give full discharge for the same; he or she shall
deposit all funds of the Corporation, except those that may be required for current use, in such banks or other places of deposit
as the Board of Directors or the president may from time to time designate; and, in general, he or she shall perform all duties
incident to the office of chief financial officer and such other duties as may from time to time be assigned to him or her by the
Board of Directors, the chair of the Board or the president. The chief financial officer may delegate certain of his or her duties
to a separately chosen treasurer.
Section 8. TREASURER.
Subject to the provisions of any contract that may be entered into with any custodian pursuant to authority granted by the Board
of Directors, the treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for
the custody of the Corporation’s funds and securities; he or she shall have full authority to receive and give receipts for
all money due and payable to the Corporation, and to endorse checks, drafts, and warrants, in its name and on its behalf and to
give full discharge for the same; he or she shall deposit all funds of the Corporation, except those that may be required for current
use, in such banks or other places of deposit as the Board of Directors or the president may from time to time designate; and,
in general, he or she shall perform all duties incident to the office of treasurer and such other duties as may from time to time
be assigned to him or her by the Board of Directors, the chair of the Board, the president or the chief financial officer. 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.
Section 9. 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.
Section 10. COMPENSATION.
Except as otherwise determined by the Board of Directors, officers shall not receive any stated salary or other compensation for
their services as officers.
ARTICLE VI
CONTRACTS, 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.
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 the treasurer, chief financial officer, if any, or any such officer or agent of
the Corporation in such manner as shall from time to time be determined by the Board of Directors.
ARTICLE VII
STOCK
Section 1. CERTIFICATES.
Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation
are not entitled to certificates representing the shares of stock held by them. 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 MGCL and shall be signed by the officers of the
Corporation in any 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 difference in the rights and obligations of stockholders based on whether or not their shares
are represented by certificates.
Section 2. TRANSFERS.
All transfers of shares of stock shall be made on the books of the Corporation 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
or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated
shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, 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 expressly 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 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 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 or an officer of the Corporation has determined that 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 record
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 record date for
the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this
section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed
or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date
for such meeting 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 stock ledger containing the name and address of each stockholder and the number of shares of each class
held by such stockholder.
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. 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 or other distributions 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,” or shall be in such other form as may approved
by the Board of Directors. 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.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice
of a meeting is required to be given pursuant to the Charter 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 XII
INSPECTION OF RECORDS
A stockholder that is
otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents
of the Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an
improper purpose for requesting such inspection.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
Section 1. INDEMNIFICATION
OF DIRECTORS AND OFFICERS. To the maximum extent permitted by Maryland law, the Corporation shall indemnify and 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, or witness in, the proceeding by
reason of his 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, manager,
managing member or trustee of another corporation, partnership, limited liability company, real estate investment trust, joint
venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to, or witness in,
the proceeding by reason of his service in that capacity. The rights to indemnification and advance of expenses provided by the
Charter and these Bylaws shall vest immediately upon the election of a director or officer. The indemnification and other rights
provided by this Article XIII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person. This Article XIII shall not protect any such person against any liability
to the Corporation or any stockholder thereof to which such person 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 office (“disabling conduct”).
Section 2. ADVANCES.
Any current or former director or officer of the Corporation seeking an advance of expenses within the scope of this Article XIII
shall provide to the Corporation a written affirmation of his good faith belief that the standard of conduct necessary for indemnification
by the Corporation has been met and a written undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form and amount acceptable to the Corporation for his undertaking; (b)
the Corporation is insured against losses arising by reason of the advance; or (c) a majority of a quorum of directors of the Corporation
who are neither “interested persons” as defined in Section 2(a)(19) of the 1940 Act, nor parties to the proceeding
(“disinterested non-party directors”), or independent legal counsel in a written opinion, shall have determined, based
on a review of facts readily available to the Corporation at the time the advance is proposed to be made, that there is reason
to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification.
Section 3. PROCEDURE.
At the request of any current or former director or officer, or any employee or agent whom the Corporation proposes to indemnify,
the Board of Directors shall determine, or cause to be determined, in a manner consistent with the MGCL, the Securities Act of
1933, as amended (the “1933 Act”), and the 1940 Act, as those statutes are now or hereafter in force, whether the standards
required by this Article XIII have been met; provided, however, that indemnification shall be made only following: (a) a final
decision on the merits by a court or other body before whom the proceeding was brought, finding that the person to be indemnified
was not liable by reason of disabling conduct or (b) in the absence of such a decision, a reasonable determination, based upon
a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (i) the vote of a majority
of a quorum of disinterested non-party directors or (ii) an independent legal counsel in a written opinion.
Section 4. INDEMNIFICATION
OF EMPLOYEES AND AGENTS. Employees and agents who are not officers or directors of the Corporation may be indemnified, and
reasonable expenses may be advanced to such employees or agents, in accordance with the procedures set forth in this Article XIII
to the extent permissible under the MGCL, the 1933 Act, and the 1940 Act, as those statutes are now or hereafter in force, and
to such further extent, consistent with the foregoing, as may be provided by action of the Board of Directors or by contract.
Section 5. OTHER
RIGHTS. The indemnification provided by this Article XIII shall not be deemed exclusive of any other right, with respect to
indemnification or otherwise, to which those seeking such indemnification may be entitled under any insurance or other agreement,
vote of stockholders or disinterested directors or otherwise, both as to action by a director or officer of the Corporation in
his official capacity and as to action by such person in another capacity while holding such office or position, and shall continue
as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators
of such a person.
Section 6. INSURANCE.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving
at the request of the Corporation as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee benefit plan, against any liability asserted against and incurred by
him or her in any such capacity, or arising out of his status as such.
ARTICLE XIV
EXCLUSIVE FORUM FOR CERTAIN LITIGATION
Unless the Corporation
consents in writing to the selection of an alternative forum, the United States District Court for the District of Maryland, Northern
Division, or, if that Court does not have jurisdiction, the Circuit Court for Baltimore City, Maryland, shall be the sole and exclusive
forum for (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law or any successor provision
thereof (the “MGCL”), (b) any derivative action or proceeding brought on behalf of the Corporation, (c) any action
asserting a claim of breach of any duty owed by any director or officer or other agent or employee of the Corporation to the Corporation
or to the stockholders of the Corporation, (d) except as outlined in these bylaws, any action asserting a claim against the Corporation
or any director or officer or other agent or employee of the Corporation arising pursuant to any provision of the MGCL or the Charter
or these Bylaws or federal law, including the 1940 Act, or (e) any other action asserting a claim against the Corporation or any
director or officer or other agent or employee of the Corporation that is governed by the internal affairs doctrine. For the avoidance
of doubt, unless the Company consents in writing to the selection of an alternative forum, the United States District Court for
the District of Maryland, Northern Division, shall be the sole and exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act of 1933. None of the foregoing actions, claims or proceedings may be brought
in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court. Any person or entity
purchasing or otherwise acquiring any interest in Shares of the Corporation shall be deemed to have notice of and consented to
the provisions of this Article XIV.
ARTICLE XV
PROVISIONS IN CONFLICT WITH LAW OR REGULATION
If and to the extent
that any provision of the MGCL or any provision of the Charter or these Bylaws conflicts with any provision of the 1940 Act, the
applicable provision of the 1940 Act shall control.
ARTICLE XVI
AMENDMENT OF BYLAWS
The Board of Directors
shall have the exclusive power, at any time, to amend or repeal any provision of these Bylaws and to make new Bylaws. Notwithstanding
the foregoing, no amendment of these Bylaws shall affect any right of any person under Article XIII hereof based on any event,
omission or proceeding prior to the amendment.
Amended and Restated as of February 28,
2024
v3.24.0.1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
| Name: |
dei_CurrentFiscalYearEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:gMonthDayItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Lazard Global Total Retu... (NYSE:LGI)
Graphique Historique de l'Action
De Oct 2024 à Nov 2024
Lazard Global Total Retu... (NYSE:LGI)
Graphique Historique de l'Action
De Nov 2023 à Nov 2024
